Bylaws of Friends of Mead Garden, Inc
I. NAME/OFFICES
The name of this Corporation, as set forth in its Certificate of Incorporation, is Friends of Mead Garden, Inc. (the Corporation). The principal office of Friends of Mead Garden, Inc. in the State of Florida shall be located at 1300 S. Denning Drive, Winter Park, Florida 32789, or such other address as shall hereafter be determined by action of the Board of Trustees.
II. PURPOSE
The purpose of the Friends of Mead Garden is to partner with the City of Winter Park, to engage residents and visitors to establish and maintain Mead Garden as an urban oasis; a place for recreation, relaxation, contemplation, celebration, and awareness of nature. The Friends of Mead Garden assess the needs of the community, develop plans with community engagement, and raise funds to achieve the vision for Mead Garden.
III. MEMBERSHIP
A. The Board of Trustees shall have the right to establish classes of membership by a resolution adopted by the Trustees, to the extent provided in said resolution each class of membership established shall have and exercise the rights and authority given to it by the Board of Trustees.
B. Each member shall pay annual dues in an amount determined by the Board of Trustees. A member shall be in good standing so long as dues are currently paid.
C. Meetings of Members: There shall be an Annual Membership Meeting. At said time and place members shall be apprised of the recent achievements, the future goals of the corporation, and suggestions from the general membership as to how to achieve the objectives of the corporation shall be received. The Annual Membership Meeting shall be presided over by the President of the Board of Trustees or by his or her designate. Should a special meeting be requested by the membership, in writing with at least six (6) signatures, such meeting shall be scheduled by the President of the Board of Trustees.
IV. BOARD OF TRUSTEES
A. The Board of Trustees shall be the members of the Corporation and shall have all voting powers. Only Trustees may become officers of the Corporation.
B. General Powers: Except as provided herein, the Board of Trustees shall be vested under Chapter 617 of the Florida Statutes as amended from time to time.
C. Number, Tenure and Election: Trustees need not be residents of the State of Florida, but shall be individuals at least age 21. The number of trustees shall be no less than 12 and no more than 15. One third of the Board shall be elected annually by the Trustees with terms beginning after such election. Each trustee shall hold office until expiration of the term or until a successor has been elected. The term of each Trustee shall be three-years with a maximum of two terms. After two terms the individual is eligible for re-election after one year off the Board.
1) After the initial Board of Trustees, the exact number of trustees making up the Board shall be the number from time to time fixed by the Board of Trustees at any Annual, Regular or Special meeting thereof.
2) Vacancies in the Board of Trustees (whether occurring by reason of an increase in the size of the Board or the death, resignation, disqualification, or removal of a Trustee) shall be filled by the Trustees remaining in office. The member so elected shall complete the term of the trustee whose office was vacated.
3) Board members may be dropped from the Board upon missing three meetings without cause, or for failure to maintain membership.
D. Meetings: The Board of Trustees shall meet no less than six (6) times a year. The Annual Meeting of the Board of Trustees shall be held in January and no later than March 1. Other meetings may be called by the President.
1) Place of Meetings: The Board of Trustees may designate any place as the place of meeting for any meetings called by the Board of Trustees. If all of the members of the Board of Trustees shall meet at any time and place, either within or without the State of Florida, or all of them consent to the holding of such a meeting at which a quorum is present, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.
2) Notice of Meetings: Written notice stating the place, day and hour of any Annual Meeting of the Board of Trustees shall be delivered either personally or by mail or email to each Trustee entitled to vote at such meeting, not less than five (5) nor more than thirty (30) days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting.
a) Notice of any Special meeting of the Board of Trustees shall be given at least five (5) days previously thereto by written notice delivered personally or sent by mail or telegram or e-mail to each Trustee at his address as shown by the records of the Corporation. The purpose or purposes for which the Special meeting is called shall be stated in the notice. Special meetings of the Board of Trustees may be called by the President, Vice President, or any three (3) Trustees.
b) If mailed, a notice of any meeting shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid. If notice be given by any other legal means, such notice shall be deemed to be delivered upon receipt by the recipient.
c) Any Trustee may waive notice of any meeting. The attendance of a Trustee at any meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of an annual, regular or special meeting of the Board need be specified in the waiver of notice of such meeting.
d) Quorum: A majority of the Board of Trustees shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of the Trustees are present at said meeting, a majority of the Trustees present may adjourn the meeting from time to time without further notice.
F. Manner of Acting: The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees unless the act of a greater number is required by law, by the Articles of Incorporation, or by these Bylaws.
G. Informal Action by Trustees: Any action required by law to be taken at any meeting of Trustees, or any action which may be taken at a meeting of Trustees, may be taken without a meeting if a consent in writing or electronically, setting forth the action so taken, shall be signed by such number of the Trustees as would be required to adopt the action at a regularly scheduled meeting.
H. Compensation and Expenses: All Trustees shall serve without compensation but shall be reimbursed for reasonable direct expenses incurred upon approval of the Board of Trustees.
I. Proxies and Attorneys-in-Fact: At any meeting of Trustees, a person entitled to vote may vote by proxy executed in writing by the Trustee or by his duly authorized attorney-in-fact. No proxy shall be valid after two months from the date of its execution. Any act or writing, which might be executed by a Trustee, may be executed on his behalf by a duly authorized attorney-in-fact acting in his behalf.
J. Liability of Board of Trustees: The Board of Trustees of the Corporation shall not be personally liable for monetary damages to any person for any statement, vote, or decision regarding organizational management or policy unless, the Director breached or failed to perform his duties as a Director and, the breach or failure to perform is: a criminal offense, unless the Director had reasonable cause to believe the conduct was lawful, a transaction from which the Director derived an improper personal benefit, reckless, or an act committed in bad faith or with a malicious purpose.
K. Conflict of Interest: No Officer, member or employee of the corporation shall use their position in, or the knowledge gained therefrom, in such a manner that a conflict arises between the interest of the corporation and their personal interest.
V. OFFICERS
A. Officers Provided: The officers of the Corporation shall be a President, three Vice Presidents, Secretary, Treasurer, and Past President.
B. Elections and Terms of Office: The officers of the Corporation shall be elected at the Annual Meeting of the Board of Trustees for a two-year term, and shall hold office until their successors shall have been qualified and duly elected. The Board of Trustees may remove any officer with or without cause at any time by a vote of no less than three-fourths (3/4) of the Board of Trustees.
C. The Board may fill any office vacancy through the appointment of a successor who shall serve until the next Annual Meeting. An individual may serve in each office for a maximum of two (2) consecutive terms, and after one year’s absence may be re- elected to that office.
D. New offices may be created and filled at any meeting of the Board of Trustees. An officer may resign at any time by tendering resignation in writing to the President.
E. Office Descriptions:
1. President: The President shall be the principal executive officer of the Corporation and shall supervise all of the business and affairs of the Corporation, subject to the policies of the Board of Trustees. The President shall preside at meetings of the Corporation and Board of Trustees; serve as an ex-officio member of all committees, except the Nominating Committee; and present the annual report of the year’s activities to the Board. He or she may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Trustees, any deeds, mortgages, bonds, contracts, commitments, or other instruments which the Board of Trustees has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees or by these Bylaws to some other officer or agent of the Corporation; and in general he or she shall perform all duties incident to office of President and such other duties as may be prescribed by the Board of Trustees from time to time.
2. Vice Presidents: The Vice Presidents shall have such responsibilities and perform such duties as may be prescribed by the Board of Trustees or the President.
3. Treasurer: If required by the Board of Trustees, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Trustees may determine. The Treasurer shall, with one or more other co-signatories, have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Trustees; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Trustees. The Treasurer shall also make a report at all meetings and a yearly report at the annual meeting on the financial status of the Corporation.
4. Secretary: The Secretary shall record the minutes of the meetings of the Board of Trustees in one or more books provided for that purpose and maintained by the Archivist; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation and see that seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these bylaws; keep a register of the post office address of each Trustee which shall be furnished by each Trustee to the Secretary; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President, or by the Board of Trustees.
VI. CONTRACTS, CHECKS, DEPOSITS AND FUNDS
A. Contracts: The Board of Trustees may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.
B. Checks, Drafts, etc.: All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness, transfers, or stock powers relating to securities or stock owned or issued by the Corporation, shall be signed by the Treasurer and the President and/or by such other officers, or agents of the Corporation as may from time to time be designated by the Board of Trustees.
C. Deposits: All funds of the Corporation shall be promptly deposited in a timely manner to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Trustees may select.
D. Gifts: The Board of Trustees may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation. The Corporation may take, receive, and hold real and personal property, including the principal and interest of any money or other fund, that is given, conveyed, bequeathed, devised to or otherwise vested in the Corporation in trust for a purpose consistent with the purposes set out in the Articles of Incorporation of this Corporation.
VII. COMMITTEES
A. Standing Committees of the Board of Trustees:
1) Executive: Officers of the Board of Trustees
2) Advancement: Membership, Marketing and Fundraising
3) Governance: Board Development, Strategic Planning and bylaws
4) Programs/Master Planning: Education, Facilities, Community Outreach
B. Other Committees will be established by resolution adopted by a majority of the Trustees. Each committee will consist of two or more members, and to the extent provided in the establishing resolution, shall have and exercise the authority of the Board of Trustees in the management of the Corporation. Ad hoc committees not having and exercising the authority of the Board of Trustees in the management of the Corporation may be established by the President to handle special projects or activities. These ad hoc committees shall disband when such project is completed. Except as otherwise provided in the committee charge, members of each such committee need not be Trustees of the Corporation, and the President of the Corporation shall appoint the members thereof. Any member thereof may be removed by the President whenever the best interests of the Corporation shall be served by such removal.
C. Committee authority: No Committee shall have the authority of the Board of Trustees in reference to amending, altering or repealing these bylaws; electing, appointing or removing any member of any such committee or any Trustee or officer of the Corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another entity authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking the proceedings therefore; adopting a plan for the distribution of the assets of the Corporation; or amending, altering or repealing any resolution of the Board of Trustees which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Trustees, or any individual Trustees, of any responsibility imposed upon it or him or her by law.
D. Term of Office, Committee Members: Each member of a committee shall continue as such until the next annual meeting of the Board of Trustees of the Corporation and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such person be removed from such committee, or unless such person shall cease to qualify as a member thereof. The President or the Vice President designated by him or her shall be an ex-officio member of all committees.
E. Chairmanship: One member of each committee shall be appointed chair by the President, subject to Board approval, and shall serve until the next Annual Meeting. Committee Chairs may be reappointed. Elected officials and City of Winter Park employees shall serve on committees in advisory positions only. No elected official or City of Winter Park employee may be a committee chairperson.
F. Vacancies: Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
G. Quorum: Unless otherwise provided in the resolution of the Board of Trustees designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
VIII. ELECTIONS
A. Nominating Committee:
1) The Nominating Committee shall be responsible for presenting a slate of nominees for the Board of Trustees to the Board of Trustees.
2) The Nominating Committee shall present a Slate of Officers to the Board of Trustees every two years and as needed if vacancies occur.
B. Time & Process: The Nominating Committee shall be established by the Board of Trustees 90 days prior to the Annual Meeting and shall present their slate of Trustees for election to the Board at the next meeting. The Trustees shall elect their own Officers and may succeed themselves in office as described in these bylaws. The slate of officer nominees shall be presented to the Board of Trustees one month prior to the Annual Trustee Meeting for election at the Annual Trustee Meeting. Nominations from the floor shall be in order, provided that the nominee has given permission.
C. Installation: The elected Board of Trustees and Officers shall be installed at the Annual Membership Meeting of the Corporation.
IX. BOOKS, RECORDS and SEAL
Books and Records: The Corporation shall keep at its registered office correct and complete books and records of account and minutes of the proceedings of its Board of Trustees and committees having any of the authority of the Board of Trustees. All books and records of the Corporation may be inspected by any Trustee or member, or his agent or attorney, for any proper purpose at any reasonable time.
Seal: The Secretary shall provide a corporate seal, which shall be in form of a circle and shall have inscribed thereon:
Friends of Mead Garden, Inc.
INCORPORATED 2003
Corporation Not for Profit Florida
X. FISCAL YEAR
The Fiscal Year of the Corporation shall end on December 31st.
XI. WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Florida Not For Profit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
XII. AMENDMENTS TO BYLAWS
These Bylaws may be altered, amended, repealed, restated, or new Bylaws adopted by two-thirds or more the then Trustees present at any regular meeting or any special meeting, if at least fourteen (14) days written notice is given of intention to alter, amend, repeal, restate, or to adopt new Bylaws at such meeting, and if a quorum is present at such meeting. No action shall be taken if it would in any way adversely affect the Corporation qualification under Section 501(c)(3) of the Internal Revenue Code (or any successor provision).
XIII. AUTHORITY
Governing Rules. Robert’s Rules of Order, Revised shall govern all proceedings of the Corporation, except where inconsistent with these Bylaws.
CERTIFICATION
I, Sue Foreman, Secretary of Friends of Mead Garden, Inc., hereby certify that the foregoing is a true and correct copy of the Bylaws of the Corporation adopted by the Board of Trustees as of the 29th day of August, 2008.
