Bylaws (Download a PDF copy of the Bylaws here)
BYLAWS
Mid-State Music Teachers Association. Inc.
(Revised 2019)
A Corporation Not For Profit
Organized Pursuant To Chapter 617
Of The Laws Of The State Of Florida
Mid-State Music Teachers Association. Inc.
(Revised 2019)
A Corporation Not For Profit
Organized Pursuant To Chapter 617
Of The Laws Of The State Of Florida
The following are the bylaws of Mid-State Music Teachers Association, Inc. (the “Corporation”), a nonprofit organization incorporated under the laws of the State of Florida.
ARTICLE 1
INTRODUCTION
INTRODUCTION
Definition of Bylaws
1.1. These Bylaws constitute the code of rules adopted by the Corporation for
the regulation and management of the Corporation's affairs.
Purposes and Powers
1.2. The Corporation’s primary functions shall be the: (i) educational and
professional development of its members and their students; (ii) the advancement of musical knowledge and education through workshops and discussions; (iii) the encouragement of teachers to continually strive for higher standards of teaching through the use of effective and current methods and materials; (iv) the cultivation of fraternal relationships among members of the music teaching profession; and (iv) the provision of opportunities for student participation in teaching workshops and increased interaction between students and music teachers.
1.1. These Bylaws constitute the code of rules adopted by the Corporation for
the regulation and management of the Corporation's affairs.
Purposes and Powers
1.2. The Corporation’s primary functions shall be the: (i) educational and
professional development of its members and their students; (ii) the advancement of musical knowledge and education through workshops and discussions; (iii) the encouragement of teachers to continually strive for higher standards of teaching through the use of effective and current methods and materials; (iv) the cultivation of fraternal relationships among members of the music teaching profession; and (iv) the provision of opportunities for student participation in teaching workshops and increased interaction between students and music teachers.
ARTICLE 2
REGISTERED AGENT AND OFFICES
REGISTERED AGENT AND OFFICES
Registered Agent
2.1. The name and address of the initial registered agent are as follows:
Rebecca N. Barlar
Registered Agent
Mid-State Music Teachers Association, Inc.
11715 Hoyt Avenue
Tampa, FL 33617
Registered Office
2.2. The initial registered office of the Corporation is as follows:
Mid-State Music Teachers Association, Inc.
11715 Hoyt Avenue
Tampa, FL 33617
Principal And Branch Offices
2.3. The principal place of business of this Corporation is the same as the Corporation's registered office set forth above. The Corporation may maintain other offices either within or without Hillsborough County or
Florida as its business requires.
Changing Registered Agent Or Registered Office
2.4. The Corporation may designate a different registered agent, change its registered office, and/or have other offices or branches, all as determined by the board of directors of the Corporation (the "Board").
2.1. The name and address of the initial registered agent are as follows:
Rebecca N. Barlar
Registered Agent
Mid-State Music Teachers Association, Inc.
11715 Hoyt Avenue
Tampa, FL 33617
Registered Office
2.2. The initial registered office of the Corporation is as follows:
Mid-State Music Teachers Association, Inc.
11715 Hoyt Avenue
Tampa, FL 33617
Principal And Branch Offices
2.3. The principal place of business of this Corporation is the same as the Corporation's registered office set forth above. The Corporation may maintain other offices either within or without Hillsborough County or
Florida as its business requires.
Changing Registered Agent Or Registered Office
2.4. The Corporation may designate a different registered agent, change its registered office, and/or have other offices or branches, all as determined by the board of directors of the Corporation (the "Board").
ARTICLE 3
FISCAL YEAR
FISCAL YEAR
Fiscal Year
3.1. The fiscal year of the Corporation begins on July 1st each year and ends on June 30th of the next calendar year.
3.1. The fiscal year of the Corporation begins on July 1st each year and ends on June 30th of the next calendar year.
ARTICLE 4
MEMBERSHIP
MEMBERSHIP
Definition of Membership
4.1. The members of this Corporation are those persons having membership
rights in accordance with these Bylaws.
Classes of Membership
4.2. This Corporation will have seven (7) classes of membership. These classes shall be as follows: (i) Active Membership; (ii) Collegiate Membership; (iii) Honorary Membership; (iv) Associate Membership; (v) Life Membership; (vi) Retired Membership; and (vii) Senior Membership. Certificates of membership evidencing membership in such classes may be issued by the Corporation.
Qualifications of Members
4.3. The Corporation Member's qualifications and rights, by classification, are as follows:
4.3.1. Membership In FSMTA and MTNA. Members of this Association shall be members in good standing of the Florida State Music Teachers Association (“FSMTA”) and the Music Teachers National Association (“MTNA”).
4.3.2. Active Membership. Active Membership shall be open upon application to any person who is, or has been, professionally engaged in the teaching of music.
4.3.2.1. Active Membership shall provide privileges of participation in the activities of the Association and the rights to vote and hold office.
4.3.2.2. No member who permits state or national membership to lapse may continue as a member of a local association.
4.3.3. Collegiate Membership. Collegiate Membership shall be open to any college music major. Teachers who have held full membership in MTNA or FSMTA may not be considered for Student Membership.
4.3.3.1. Collegiate members have all the privileges of Active Membership except the right to vote or hold office.
4.3.3.2. Any collegiate member in good standing may prepare students for Student Day under the supervision of a teacher who holds active membership. The Student Day application will indicate the supervising teacher as the first teacher and the collegiate member as the second teacher.
4.3.3.3. Collegiate members may teach no more than ten (10) students.
4.3.4. Honorary Membership. Honorary Membership may be conferred on any active member by the Association upon the recommendation of the Board.
4.3.4.1. Honorary members enjoy all the privileges of active members.
4.3.4.2. Honorary members have no further obligation to pay local dues.
4.3.5. Associate Membership. Associate membership shall be open upon application to those who are not professionally engaged in teaching music, but wish to support the program of the Association.
4.3.5.1. Associate members enjoy all of the privileges of Active membership except the right to vote or hold office.
4.3.6. Life Membership. Life Membership shall be open upon request to those members who have attained the age of eighty (80), and life members have no further obligation to pay local dues.
4.3.6.1. Life members may attend all Association events and maintain voting privileges, although they cannot hold office.
4.3.7. Retired Membership. Retired Membership shall be open upon application to those who have been members of the Association for the ten (10) consecutive years prior to making application and who are no longer teaching, with no further obligation to pay local dues.
4.3.7.1. Retired Membership shall become void immediately upon resumption of teaching even one (1) pupil, and dues for the fiscal year in which teaching is resumed shall become due and payable.
4.3.7.2. Retired members may attend all Association events and maintain voting privileges, although they cannot hold office.
4.3.8. Senior Membership. Senior Membership shall be open to active teachers sixty-five (65) years of age or older at a fifty percent (50%) reduction in dues.
Termination Of Membership And Reinstatement
4.4. A member in good standing may terminate his membership and may be reinstated at a later date without penalty.
Member's Dues
4.5. Annual dues are payable by June 30 of each year. Any member who fails to pay dues shall be suspended from the Association. Persons whose membership has been cancelled for non-payment of dues may be reinstated to membership by paying dues for the current year. Names of persons whose dues are in arrears at the time of the publication of the membership list shall be omitted from the membership list. All members listed in the membership list must also have paid FSMTA and MTNA dues.
Meetings
4.6. The following will govern the annual and special meetings of the Membership.
4.6.1. Place. Membership meetings shall be held at the registered office of the Corporation or at another location determined by the Board and stated in the notice of the meeting.
4.6.2. Time. An annual meeting of the Membership shall be held in May of each year at a time and place to be specified by the Board. In addition, there shall be at least two (2) other meetings of the Membership each year, and the president or any five (5) members may call a special meeting upon proper notice to the Membership.
4.6.3. Purpose. The purpose of the annual meeting shall be to elect directors to the Board and transact other business as may come before the meeting. Matters required by statute to be stated in the notice of the meeting which are not so stated, may not be transacted.
4.6.4. Special Meetings. Special meetings of the Membership may be called by the president or two directors. A special meeting may be called anytime for any business purpose, unless otherwise prohibited by statute. They shall be held at the registered office of the Corporation.
4.6.5. Notice. Written notice stating the place, day and time of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting. If mailed, such notice shall be considered to be delivered when deposited in the United State Postal Service, addressed to the member at his/her address as it appears in the corporate records of the Corporation, with the correct amount of first
class postage on it. An announcement of any meeting in a newsletter or other publication that is distributed to the Membership shall be deemed sufficient notice.
4.6.6. Fixing Record Date. For the purpose of determining the members entitled to notice of or to vote at any meeting of the Membership or for the purpose of any other action to be taken by the Board, the Board shall fix in advance a date as a record date. The date shall not be more than fifty (50) nor less than ten(10) days before the meeting, nor more than forty (40) days prior to any other action to be taken by the Board.
4.6.7. Quorum. At any meeting of the Membership one-sixth (1/6) of the Membership, represented in person or by proxy, shall constitute a quorum. The members present in person or by proxy at such meeting may continue to do business until adjournment even if this means the withdrawal of enough members to leave less than a quorum. If a quorum is not present the members present in person or by proxy may adjourn to a date they agree upon.
4.6.8. Proxies. At all meetings of the Membership, a member may vote by proxy executed in writing by the member or his/her duly authorized attorney in fact. A proxy is not valid after the expiration of eleven (11) months from its date unless otherwise provided in the proxy. A proxy is not invalidated by the death or incompetency of the member, unless, before the authority is exercised, written notice of such an adjudication is received by the corporate office for maintaining the list of the Membership.
4.6.9. Voting. Each member shall be entitled to 1 vote on each matter submitted to a vote. A vote may be cast either orally or in writing in person or by proxy. All elections for directors shall be decided by plurality vote; all other matters shall be decided by majority vote.
4.6.10. Waiver of Notice. Notice of meeting need not be given to any member who signs a waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any member at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by the member.
4.6.11. Written Consent of Membership. Any action may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action taken, is signed by the Membership entitled to vote on the matter.
4.6.12. Participation by Telecommunications. Participation in a Membership meeting may be by means of conference telephone, or similar communications equipment. All persons participating in the meeting must be able to hear each other, be advised of the use of such equipment, and be provided with the names of individuals using such equipment.
4.6.13. Order of Business. The order of business at all meetings of the Membership, shall be as follows:
i. Roll call;
ii. Proof of notice of meeting or waiver of notice;
iii. Reading of minutes of the preceding meeting;
iv. Reports of officers;
v. Reports of committees;
vi. Election of directors;
vii. Unfinished business; and
viii. New Business.
Certificate of Membership
4.7. The Corporation may or may not decide to issue certificates representing membership status in the Corporation. If the Corporation decides to issue such certificates, then those certificates shall be in the form determined by the Board. Such certificates shall be signed by the president and by the secretary or by such other officers authorized by law and by the Board. All certificates for membership and date of issue, shall be entered in the corporate records of the Corporation. All certificates surrendered to the Corporation shall be canceled. In the case of a lost, destroyed or mutilated certificate a new one may be issued upon such terms and indemnity to the Corporation as the Board may determine.
4.1. The members of this Corporation are those persons having membership
rights in accordance with these Bylaws.
Classes of Membership
4.2. This Corporation will have seven (7) classes of membership. These classes shall be as follows: (i) Active Membership; (ii) Collegiate Membership; (iii) Honorary Membership; (iv) Associate Membership; (v) Life Membership; (vi) Retired Membership; and (vii) Senior Membership. Certificates of membership evidencing membership in such classes may be issued by the Corporation.
Qualifications of Members
4.3. The Corporation Member's qualifications and rights, by classification, are as follows:
4.3.1. Membership In FSMTA and MTNA. Members of this Association shall be members in good standing of the Florida State Music Teachers Association (“FSMTA”) and the Music Teachers National Association (“MTNA”).
4.3.2. Active Membership. Active Membership shall be open upon application to any person who is, or has been, professionally engaged in the teaching of music.
4.3.2.1. Active Membership shall provide privileges of participation in the activities of the Association and the rights to vote and hold office.
4.3.2.2. No member who permits state or national membership to lapse may continue as a member of a local association.
4.3.3. Collegiate Membership. Collegiate Membership shall be open to any college music major. Teachers who have held full membership in MTNA or FSMTA may not be considered for Student Membership.
4.3.3.1. Collegiate members have all the privileges of Active Membership except the right to vote or hold office.
4.3.3.2. Any collegiate member in good standing may prepare students for Student Day under the supervision of a teacher who holds active membership. The Student Day application will indicate the supervising teacher as the first teacher and the collegiate member as the second teacher.
4.3.3.3. Collegiate members may teach no more than ten (10) students.
4.3.4. Honorary Membership. Honorary Membership may be conferred on any active member by the Association upon the recommendation of the Board.
4.3.4.1. Honorary members enjoy all the privileges of active members.
4.3.4.2. Honorary members have no further obligation to pay local dues.
4.3.5. Associate Membership. Associate membership shall be open upon application to those who are not professionally engaged in teaching music, but wish to support the program of the Association.
4.3.5.1. Associate members enjoy all of the privileges of Active membership except the right to vote or hold office.
4.3.6. Life Membership. Life Membership shall be open upon request to those members who have attained the age of eighty (80), and life members have no further obligation to pay local dues.
4.3.6.1. Life members may attend all Association events and maintain voting privileges, although they cannot hold office.
4.3.7. Retired Membership. Retired Membership shall be open upon application to those who have been members of the Association for the ten (10) consecutive years prior to making application and who are no longer teaching, with no further obligation to pay local dues.
4.3.7.1. Retired Membership shall become void immediately upon resumption of teaching even one (1) pupil, and dues for the fiscal year in which teaching is resumed shall become due and payable.
4.3.7.2. Retired members may attend all Association events and maintain voting privileges, although they cannot hold office.
4.3.8. Senior Membership. Senior Membership shall be open to active teachers sixty-five (65) years of age or older at a fifty percent (50%) reduction in dues.
Termination Of Membership And Reinstatement
4.4. A member in good standing may terminate his membership and may be reinstated at a later date without penalty.
Member's Dues
4.5. Annual dues are payable by June 30 of each year. Any member who fails to pay dues shall be suspended from the Association. Persons whose membership has been cancelled for non-payment of dues may be reinstated to membership by paying dues for the current year. Names of persons whose dues are in arrears at the time of the publication of the membership list shall be omitted from the membership list. All members listed in the membership list must also have paid FSMTA and MTNA dues.
Meetings
4.6. The following will govern the annual and special meetings of the Membership.
4.6.1. Place. Membership meetings shall be held at the registered office of the Corporation or at another location determined by the Board and stated in the notice of the meeting.
4.6.2. Time. An annual meeting of the Membership shall be held in May of each year at a time and place to be specified by the Board. In addition, there shall be at least two (2) other meetings of the Membership each year, and the president or any five (5) members may call a special meeting upon proper notice to the Membership.
4.6.3. Purpose. The purpose of the annual meeting shall be to elect directors to the Board and transact other business as may come before the meeting. Matters required by statute to be stated in the notice of the meeting which are not so stated, may not be transacted.
4.6.4. Special Meetings. Special meetings of the Membership may be called by the president or two directors. A special meeting may be called anytime for any business purpose, unless otherwise prohibited by statute. They shall be held at the registered office of the Corporation.
4.6.5. Notice. Written notice stating the place, day and time of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting. If mailed, such notice shall be considered to be delivered when deposited in the United State Postal Service, addressed to the member at his/her address as it appears in the corporate records of the Corporation, with the correct amount of first
class postage on it. An announcement of any meeting in a newsletter or other publication that is distributed to the Membership shall be deemed sufficient notice.
4.6.6. Fixing Record Date. For the purpose of determining the members entitled to notice of or to vote at any meeting of the Membership or for the purpose of any other action to be taken by the Board, the Board shall fix in advance a date as a record date. The date shall not be more than fifty (50) nor less than ten(10) days before the meeting, nor more than forty (40) days prior to any other action to be taken by the Board.
4.6.7. Quorum. At any meeting of the Membership one-sixth (1/6) of the Membership, represented in person or by proxy, shall constitute a quorum. The members present in person or by proxy at such meeting may continue to do business until adjournment even if this means the withdrawal of enough members to leave less than a quorum. If a quorum is not present the members present in person or by proxy may adjourn to a date they agree upon.
4.6.8. Proxies. At all meetings of the Membership, a member may vote by proxy executed in writing by the member or his/her duly authorized attorney in fact. A proxy is not valid after the expiration of eleven (11) months from its date unless otherwise provided in the proxy. A proxy is not invalidated by the death or incompetency of the member, unless, before the authority is exercised, written notice of such an adjudication is received by the corporate office for maintaining the list of the Membership.
4.6.9. Voting. Each member shall be entitled to 1 vote on each matter submitted to a vote. A vote may be cast either orally or in writing in person or by proxy. All elections for directors shall be decided by plurality vote; all other matters shall be decided by majority vote.
4.6.10. Waiver of Notice. Notice of meeting need not be given to any member who signs a waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any member at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by the member.
4.6.11. Written Consent of Membership. Any action may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action taken, is signed by the Membership entitled to vote on the matter.
4.6.12. Participation by Telecommunications. Participation in a Membership meeting may be by means of conference telephone, or similar communications equipment. All persons participating in the meeting must be able to hear each other, be advised of the use of such equipment, and be provided with the names of individuals using such equipment.
4.6.13. Order of Business. The order of business at all meetings of the Membership, shall be as follows:
i. Roll call;
ii. Proof of notice of meeting or waiver of notice;
iii. Reading of minutes of the preceding meeting;
iv. Reports of officers;
v. Reports of committees;
vi. Election of directors;
vii. Unfinished business; and
viii. New Business.
Certificate of Membership
4.7. The Corporation may or may not decide to issue certificates representing membership status in the Corporation. If the Corporation decides to issue such certificates, then those certificates shall be in the form determined by the Board. Such certificates shall be signed by the president and by the secretary or by such other officers authorized by law and by the Board. All certificates for membership and date of issue, shall be entered in the corporate records of the Corporation. All certificates surrendered to the Corporation shall be canceled. In the case of a lost, destroyed or mutilated certificate a new one may be issued upon such terms and indemnity to the Corporation as the Board may determine.
ARTICLE 5
OFFICERS
OFFICERS
Number of Officers
5.1. The officers of the Corporation shall be a president, a vice president for student activites, a vice president for membership, a secretary, a treasurer, a director of publicity and other officers as shall from time to time be elected or appointed by the Board. The Board may change the number and titles of officers as it may deem appropriate.
Removal
5.2.1. Appointed by Board. Any officer or agent elected or appointed by
the Board may be removed by the Board whenever in its judgment the best interests of the Corporation will be served.
5.2.2. Elected by Shareholders. An officer or agent elected by the shareholders may be removed only by vote of the shareholders, unless the Membership shall have authorized the board to remove such officer or agent, but the authority of such officer or agent to act for the Corporation may be suspended by the Board for cause.
President
5.3. The president shall be chief executive officer of the Corporation and subject to the control of the Board, supervise and control all of the business of the Corporation. The president shall when present, preside at all meetings of the Membership, the Board. The president shall have authority to institute or defend legal proceedings when the directors
are deadlocked. The president shall appoint all committee chairmen, with the exception of nominating committee, shall make pro-tern appointments to fill vacancies until an election may be held, shall appoint a parliamentarian, a historian, and shall represent the Association at state and district conventions. The president shall be made an ex-officio
member of any committee (except nominating) upon recommendation of the Board. The president shall represent the Association at all conventions deemed advisable by the Board. In the event that the president is unable to attend to convention, the Board may appoint an alternate to
represent the Association.
Vice President for Student Activities
5.4. The Vice President for Student Activities shall perform the duties of the President in the absence of that officer. It shall be the special duty of the 1st Vice President to serve as the Student Activities Chairman and oversee all student programs.
Vice President for Membership
5.5. The Vice President for Membership shall serve as Membership Chairman and shall be in charge of orientation of new members.
Secretary
5.6. The secretary shall:
i. attend all meetings of the Board and of the Membership;
ii. prepare minutes of all such meetings;
iii. record all votes and minutes of all proceedings in a book to be kept for
that purpose;
iv. give notice of all meetings of the Membership and of special meetings of the Board;
v. keep in safe custody the seal of the Corporation and affix it to any instrument when authorized by the Board;
vi. when required, prepare and make available at each meeting a list of the Membership entitled to vote, indicating the number of shares of each respective class held by each;
vii. keep all the documents and records of the Corporation as required by law or otherwise in a proper and safe manner;
viii. authenticate records of the Corporation when required to do so; and
ix. perform such other duties as may be assigned by the board.
Treasurer
5.7. The treasurer shall:
i. have the custody of the corporate funds and securities;
ii. keep full and accurate accounts of receipts and disbursements in the corporate books;
iii. deposit all money and other valuables in the name and to the credit of the Corporation in such depositories as may be designated by the Board;
iv. disburse the funds of the Corporation as may be ordered or authorized by the Board and keep vouchers for such disbursements;
v. give to the president and Board at the regular meetings of the Board, or whenever they require it, an account of all his/her transactions as treasurer and of the financial condition of the Corporation;
vi. give a full financial report at the annual meeting of the Membership, if so requested;
vii. perform other duties assigned by the board or president; and
viii. if required by the Board, give a bond for the faithful discharge of his/her duties in an amount and with such surety or sureties as the Board shall determine.
Director of Publicity
5.8. The director of publicity shall perform all of those functions and fulfill all of those responsibilities assigned to that position either in these bylaws or by the Board or the Membership by appropriate action.
5.1. The officers of the Corporation shall be a president, a vice president for student activites, a vice president for membership, a secretary, a treasurer, a director of publicity and other officers as shall from time to time be elected or appointed by the Board. The Board may change the number and titles of officers as it may deem appropriate.
Removal
5.2.1. Appointed by Board. Any officer or agent elected or appointed by
the Board may be removed by the Board whenever in its judgment the best interests of the Corporation will be served.
5.2.2. Elected by Shareholders. An officer or agent elected by the shareholders may be removed only by vote of the shareholders, unless the Membership shall have authorized the board to remove such officer or agent, but the authority of such officer or agent to act for the Corporation may be suspended by the Board for cause.
President
5.3. The president shall be chief executive officer of the Corporation and subject to the control of the Board, supervise and control all of the business of the Corporation. The president shall when present, preside at all meetings of the Membership, the Board. The president shall have authority to institute or defend legal proceedings when the directors
are deadlocked. The president shall appoint all committee chairmen, with the exception of nominating committee, shall make pro-tern appointments to fill vacancies until an election may be held, shall appoint a parliamentarian, a historian, and shall represent the Association at state and district conventions. The president shall be made an ex-officio
member of any committee (except nominating) upon recommendation of the Board. The president shall represent the Association at all conventions deemed advisable by the Board. In the event that the president is unable to attend to convention, the Board may appoint an alternate to
represent the Association.
Vice President for Student Activities
5.4. The Vice President for Student Activities shall perform the duties of the President in the absence of that officer. It shall be the special duty of the 1st Vice President to serve as the Student Activities Chairman and oversee all student programs.
Vice President for Membership
5.5. The Vice President for Membership shall serve as Membership Chairman and shall be in charge of orientation of new members.
Secretary
5.6. The secretary shall:
i. attend all meetings of the Board and of the Membership;
ii. prepare minutes of all such meetings;
iii. record all votes and minutes of all proceedings in a book to be kept for
that purpose;
iv. give notice of all meetings of the Membership and of special meetings of the Board;
v. keep in safe custody the seal of the Corporation and affix it to any instrument when authorized by the Board;
vi. when required, prepare and make available at each meeting a list of the Membership entitled to vote, indicating the number of shares of each respective class held by each;
vii. keep all the documents and records of the Corporation as required by law or otherwise in a proper and safe manner;
viii. authenticate records of the Corporation when required to do so; and
ix. perform such other duties as may be assigned by the board.
Treasurer
5.7. The treasurer shall:
i. have the custody of the corporate funds and securities;
ii. keep full and accurate accounts of receipts and disbursements in the corporate books;
iii. deposit all money and other valuables in the name and to the credit of the Corporation in such depositories as may be designated by the Board;
iv. disburse the funds of the Corporation as may be ordered or authorized by the Board and keep vouchers for such disbursements;
v. give to the president and Board at the regular meetings of the Board, or whenever they require it, an account of all his/her transactions as treasurer and of the financial condition of the Corporation;
vi. give a full financial report at the annual meeting of the Membership, if so requested;
vii. perform other duties assigned by the board or president; and
viii. if required by the Board, give a bond for the faithful discharge of his/her duties in an amount and with such surety or sureties as the Board shall determine.
Director of Publicity
5.8. The director of publicity shall perform all of those functions and fulfill all of those responsibilities assigned to that position either in these bylaws or by the Board or the Membership by appropriate action.
ARTICLE 6
DIRECTORS
DIRECTORS
General Powers
6.1. The Corporation shall be managed by the Board.
Elected by Members
6.2. An officer or agent elected by the members may be removed only by vote of the members, unless the Membership shall have authorized the board to remove such officer or agent, but the authority of such officer or agent to act for the Corporation may be suspended by the Board for cause.
Number and Tenure of Directors
6.3. The number of directors of the Corporation shall be at least three (3), as is specifically required by §617.0803, Florida Statutes. Additional directors may be elected by the majority vote of the existing Board. Each director shall hold office until the next annual meeting of the Membership and until his/her successor shall have been elected and qualified.
Vacancies
6.4. A vacancy occurring on the Board may be filled by the affirmative vote of a majority of the Board even if there is less than a quorum of the Board. The Board so chosen shall hold office until the next annual election of the Board by the Membership.
Regular Meetings
6.5. Regular meetings may be held without notice as determined by the Board and must be held at least annually.
Special Meetings
6.6. Special meetings may be called by the president or at least two (2) directors on two (2) days' notice by mail or by twenty-four (24) hours' notice by a telecommunications device. A brief indication of the nature of the business to be transacted shall be made part of the notice. If mailed, the notice shall be considered delivered when deposited in the United
States mail. The notice must be properly addressed and have the correct amount of postage on it. If the notice is by telecommunications device, it shall be considered delivered when delivered to the telecommunications company.
Participation by Telecommunications
6.7. Participation in a regular or special meeting may be by means of conference telephone, or similar telecommunications equipment. All persons participating in the meeting must be able to hear each other, be advised of the use of such equipment, and be provided with the names of individuals using the equipment.
Quorum
6.8. A quorum shall consist of one-third (1/3) of the directors on the Board.
Action by Board Without a Meeting
6.9. Any action required or permitted to be taken pursuant to authorization voted at a meeting of the Board or a committee of the board, may be taken without a meeting if before or after the action all members of the Board or committee consent to it in writing. The written consents shall be filed with the minutes of the proceedings of the Board or committee.
Waiver of Notice
6.10. Attendance of a director at a meeting constitutes a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Removal
6.11. Any director may be removed with or without cause by a majority vote of the Membership.
Committees
6.12. The Board, by resolution, may designate from among its members, to the extent allowable by statute, an executive committee and other committees, each consisting of one or more directors. Each committee shall serve at the pleasure of the Board.
6.1. The Corporation shall be managed by the Board.
Elected by Members
6.2. An officer or agent elected by the members may be removed only by vote of the members, unless the Membership shall have authorized the board to remove such officer or agent, but the authority of such officer or agent to act for the Corporation may be suspended by the Board for cause.
Number and Tenure of Directors
6.3. The number of directors of the Corporation shall be at least three (3), as is specifically required by §617.0803, Florida Statutes. Additional directors may be elected by the majority vote of the existing Board. Each director shall hold office until the next annual meeting of the Membership and until his/her successor shall have been elected and qualified.
Vacancies
6.4. A vacancy occurring on the Board may be filled by the affirmative vote of a majority of the Board even if there is less than a quorum of the Board. The Board so chosen shall hold office until the next annual election of the Board by the Membership.
Regular Meetings
6.5. Regular meetings may be held without notice as determined by the Board and must be held at least annually.
Special Meetings
6.6. Special meetings may be called by the president or at least two (2) directors on two (2) days' notice by mail or by twenty-four (24) hours' notice by a telecommunications device. A brief indication of the nature of the business to be transacted shall be made part of the notice. If mailed, the notice shall be considered delivered when deposited in the United
States mail. The notice must be properly addressed and have the correct amount of postage on it. If the notice is by telecommunications device, it shall be considered delivered when delivered to the telecommunications company.
Participation by Telecommunications
6.7. Participation in a regular or special meeting may be by means of conference telephone, or similar telecommunications equipment. All persons participating in the meeting must be able to hear each other, be advised of the use of such equipment, and be provided with the names of individuals using the equipment.
Quorum
6.8. A quorum shall consist of one-third (1/3) of the directors on the Board.
Action by Board Without a Meeting
6.9. Any action required or permitted to be taken pursuant to authorization voted at a meeting of the Board or a committee of the board, may be taken without a meeting if before or after the action all members of the Board or committee consent to it in writing. The written consents shall be filed with the minutes of the proceedings of the Board or committee.
Waiver of Notice
6.10. Attendance of a director at a meeting constitutes a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Removal
6.11. Any director may be removed with or without cause by a majority vote of the Membership.
Committees
6.12. The Board, by resolution, may designate from among its members, to the extent allowable by statute, an executive committee and other committees, each consisting of one or more directors. Each committee shall serve at the pleasure of the Board.
ARTICLE 7
INDEMNIFICATION
INDEMNIFICATION
Directors, Officers and Employees
7.1. The Corporation shall indemnify to the extent allowed by the Corporation statutes of this state any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation or served any other enterprise at the request of the Corporation. The person to be indemnified must have acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation or its Membership, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful.
7.1. The Corporation shall indemnify to the extent allowed by the Corporation statutes of this state any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation or served any other enterprise at the request of the Corporation. The person to be indemnified must have acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation or its Membership, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful.
ARTICLE 8
AMENDMENTS
AMENDMENTS
Amendments to Bylaws
8.1. These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority vote of the Board representing a majority of all the membership certificates issued and outstanding at any annual Membership meeting or at any specially called Membership meeting provided that a majority of the Membership is present and all members present are given advance notice of the proposed amendments.
8.1. These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority vote of the Board representing a majority of all the membership certificates issued and outstanding at any annual Membership meeting or at any specially called Membership meeting provided that a majority of the Membership is present and all members present are given advance notice of the proposed amendments.