BYLAWS OF MEAD BOTANICAL GARDEN, INC.
ARTICLE I. NAME/OFFICES
The name of the Corporation, as set forth in its Certificate of Incorporation, is Mead Botanical Garden, Inc. (the Corporation). The principal office of Mead Botanical Garden, Inc., in the State of Florida shall be located at 1300 South Denning Drive, Winter Park, Florida 32789, or such other address as shall hereafter be determined by action of the Board of Trustees.
ARTICLE II. PURPOSES
Section 1. Nature of Corporation. Mead Botanical Garden, Inc., is a nonprofit Corporation formed under the Florida Not For Profit Corporation Act, Chapter 617, Florida Statutes, which is organized and shall be operated in accordance with the meaning and provisions of Section 501© 3 of the Internal Revenue Code and the regulations issued thereunder.
Section 2. Primary Purposes. Mead Botanical Garden, Inc., is organized for the purposes set forth in its Articles of Incorporation, which are filed with the State of Florida. The purposes of Mead Botanical Garden, Inc., are to preserve and protect a historic landmark entrusted to our community; to restore, maintain and operate the Garden as an urban oasis for people of all ages to enjoy horticulture, nature and the cultural arts; and to assess the needs of the Garden through community engagement and raise funds to support and implement the vision of its citizens.
ARTICLE III. GENERAL MEMBERSHIP
Section 1. Classes of Membership. The Board of Trustees shall have the right to establish classes of general 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.
Section 2. Admittance. Members shall be admitted without regard to race, color, creed, marital status, or sex.
Section 3. Dues. 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.
Section 4. Annual Meetings. An annual meeting of the general membership shall be held at a date, time and place called by the Chairman of the Board of Trustees. The Board Chairman or his or her designee shall preside. At such meeting the general membership shall be informed of recent achievements and future goals of the Corporation, and the Trustees shall receive suggestions as to how to achieve said goals.
Section 5. Special Meetings. Special meetings of the general membership may be called by the Board Chairman or shall be called upon the written request of ten (10) members in good standing from the general membership addressed to the Board Secretary with a copy to the Board Chairman. The purpose of the meeting shall be stated in the call. Such meeting date, time and place shall be set by the Board Chairman. The Board Chairman or his or her designee shall represent the Board of Trustees and preside over such meetings.
ARTICLE IV. BOARD OF TRUSTEES
Section 1. General Powers. 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. Except as provided herein, the Board of Trustees shall be vested under Chapter 617 of the Florida Statutes, as amended from time to time.
Section 2. Duties and Responsibilities. It shall be the duty of all Trustees to carry out the responsibilities of office as outlined prior to election to the Board of Trustees, and as may be modified by Board action subsequent to election.
Section 3. Number and Election. The Board of Trustees shall consist of no more than twenty (20) members, including an ex-officio representative who is appointed by the City of Winter Park. Election to the Board shall be by majority vote of the total number of Board members and may be held at any regular or special meeting. A Trustee need not be a resident of the state of Florida but shall be at least twenty-one (21) years of age.
Section 4. Term Limits. The term of service shall be three (3) years with a maximum of two (2) consecutive terms. The term limits shall be staggered so that all current Board of Trustees shall not retire from the Board in any given year. Board members shall be elected at the annual meeting by the Board with terms beginning after such election. After two (2) consecutive three (3) year terms, the Trustee shall be eligible for re-election to the Board following not less than one (1) year’s absence. A Trustee shall hold office until expiration of his or her term(s) or until a successor has been elected.
Section 5. Vacancies. Any vacancy occurring on the Board of Trustees prior to the expiration of a term shall be filled by such person as shall be elected by the remaining members of the Board. The Trustee so elected to fill such vacancy shall complete the unexpired term of his or her predecessor in office.
Section 6. Trustees Emeriti. The Board of Trustees may elect past Board members to the status of Trustee Emeritus. Trustees Emeriti shall have none of the obligations of Board membership of the Corporation but shall be entitled to all of the privileges, receive notice of and attend Board meetings. Trustees Emeriti shall not have the right to make motions, vote or hold office. Trustees Emeriti may be invited by the Board Chairman to sit as a member of any committee other than the Nominating Committee.
Section 7. Resignation; Removal of Trustee.
a. Resignation. A member of the Board of Trustees may resign at any time by giving written notice of his or her resignation to the Board Chairman or Secretary, or by presenting his or her written resignation at any regular or special meetings of the Board of Trustees. The Trustee may continue to serve until his or her replacement has been elected to the Board of Trustees.
b. Removal of Trustee. Except as otherwise provided by law, at any meeting of the Board of Trustees called expressly for that purpose, any Trustee or officer may be removed upon affirmative vote of three- fourths (3/4) of the entire Board of Trustees, whenever in its judgment the best interests of the Corporation would be thereby served.
Section 8. Compensation. Trustees of the Corporation shall receive no compensation for carrying out their duties as Board members. The Board may adopt policies providing for reasonable reimbursement for expenses incurred in conjunction with carrying out Board responsibilities.
Section 9. Liability. Neither the Board of Trustees nor any individual Trustee of the Corporation shall be personally liable for monetary damages to any person for any statement, vote, decision, or failure to take an action, regarding organizational management or policy, unless:
a. The Trustee breached or failed to perform his or her duties as a Trustee; and b. The Trustee’s breach of, or failure to perform, his or her duties constitutes:
(1) A violation of criminal law, unless the officer or Trustee had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful. A judgment or other final adjudication against a Trustee in any criminal proceeding for violation of the criminal law estops that Trustee from contesting the fact that his or her breach, or failure to perform, constitutes a violation of the criminal law, but does not estop the Trustee from establishing that he or she had reasonable cause to believe that his or conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful;
(2) A transaction from which the Trustee derived an improper personal benefit, directly or indirectly; or
(3) Recklessness or an act or omission that was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.
(4) The terms not defined herein shall have the meaning provided in the Florida Statutes, Section 617.0834, as now in effect or hereinafter amended.
Section 10. Conflict of Interest Disclosure. No Trustee or employee of the Corporation shall use his or her position in or knowledge gained therefrom in such a manner that a conflict arises between the interest of the Corporation and his or her personal interest. The Corporation’s Conflict of Interest Disclosure Statement shall be updated annually by every member of the Board, not just to new members, and shall disclose any new financial relationships that may affect the Corporation. The Corporation shall remind Board members of the Corporation’s conflict of interest policies and their importance.
Section 11. Indemnification. The Corporation shall have the power to indemnify any person to the full extent allowed under Florida Statutes, Section 617.0831, as now in effect or hereinafter amended.
ARTICLE V. MEETINGS OF THE BOARD OF TRUSTEES
Section 1. Regular Meetings. The regular meetings of the Board of Trustees shall be held at least four (4) times annually, unless otherwise ordered by the Board. Notice of regular meetings shall be given not less than ten (10) days prior to the scheduled meeting.
Section 2. Annual Meetings. The regular meeting in November of the Board of Trustees shall be known as the annual meeting and shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise.
Section 3. Special Meetings. Special meetings may be called by the Board Chairman, the officers, or any eight (8) Trustees upon written request to the Board Secretary with a copy to the Board Chairman. The purpose of the meeting shall be stated in the call. The Board Chairman may fix any reasonable date, hour and place for holding any such special meeting. Notice shall be given at least five (5) days prior to the scheduled meeting.
Section 4. Waiver of Notice. Notice of special meetings of the Board of Trustees need not be given to any Trustee who signs a waiver of notice either before or after the meeting. Attendance of a Board member at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a Trustee states, at the beginning of the meeting or promptly upon arrival, any objection to the transaction of affairs because the meeting is not lawfully called or convened.
Section 5. Quorum. A majority of the entire Board of Trustees shall be a quorum for the transaction of business at any Board meeting. The City of Winter Park’s representative, serving as an ex-officio member, shall not be counted in determining the number required for a quorum. A Trustee shall be deemed present at a meeting of the Board of Trustees if that Trustee participates in the meeting through the use of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.
Section 6. Manner of Acting. The act of a majority of the Board of 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, the Articles of Incorporation of this Corporation or these bylaws.
Section 7. Informal Action. Any action required or permitted to be taken by the Board of Trustees at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the consensus of a quorum. For purposes of this section an e-mail transmission from an e-mail address on record constitutes a valid writing. The intent of this provision is to allow the Board of Trustees to use e-mail to approve actions, as long as a quorum of the Board gives consent.
ARTICLE VI. OFFICERS
Section 1. Officers of the Board. The officers of the Board of Trustees shall be the Chairman, Vice Chairman, Secretary, and Treasurer.
Section 2. General Powers. The officers shall have general supervision of the affairs of the Board of Trustees, fix the hour and place of meetings, make recommendations to the Board of Trustees, and shall perform such other duties prescribed by these bylaws and by the parliamentary authority adopted by the Board. The officers shall be subject to the orders of the Board of Trustees, and none of its acts shall conflict with action taken by the Board.
Section 3. Officer Nominations, Elections, Term Limits.
a. Nominations Committee. At the regular meeting held in September, a Nominating Committee of three (3) Board members shall be elected by the Board of Trustees. It shall be the duty of this committee to nominate candidates for the offices to be filled at the annual meeting in November. The Nominating Committee shall report a slate of candidates at the October regular meeting for Board consideration. Before the election at the annual meeting in November, additional nominations from the floor shall be permitted provided the nominee has given permission.
b. Elections and Term Limits. The officers shall be elected by ballot to serve two (2) years or until their successors are elected. The term of office shall begin at the close of the November annual meeting at which they are elected, and a majority vote of the total number of Trustees shall elect. If there is only one (1) nominee, such election may be by voice. Officers shall be eligible to serve two (2) consecutive terms in that office. Office-Holding Limitations. No member shall hold more than one office at a time.
Section 4. Duties and Responsibilities.
a. Chairman. The Chairman shall be the chief executive officer of the Corporation and, in general, shall supervise and control all of the business and affairs of the Corporation. He or she may sign, with the Board Secretary or any other proper officer of the Corporation authorized by the Board of Trustees, any deeds, mortgages, bonds, contracts, or other instruments or documents which the Board of Trustees has authorized to be executed; and he or she shall perform all such other duties as stated in standing rules and as may be prescribed by the Board of Trustees from time to time.
b. Vice Chairman. The Vice Chairman shall perform the duties of the Chairman in the absence or disability of the Chairman. In the event of a vacancy in the office of Chairman, the Vice Chairman shall complete the unexpired term of the Chairman.
c. Secretary. The Secretary shall keep or cause to be kept the minutes of all meetings and actions of the Board of Trustees; see that all notices are duly given in accordance with the provisions of the bylaws or as required by law; be custodian of the corporate records and seal; and perform such other duties as prescribed in standing rules or as from time to time may be assigned to him or her by the Board Chairman or by the Board of Trustees.
d. Treasurer. The Treasurer shall lead oversight of the financial conditions and affairs of the Corporation; shall maintain knowledge of the organization and personal commitment to its goals and objectives; understand financial accounting for nonprofit organizations; serve as the Chairman of the Finance Committee; manage, with the Finance Committee, the Board’s review of and action related to the Board’s financial responsibilities; work with the Board Chairman and the Executive Director to ensure that appropriate financial reports are made available to the Board on a timely basis; present the annual budget to the Board for approval; review the annual audit and answer Board members’ questions about the audit.
Section 5. Vacancies. Any officer vacancy shall be filled by the Board of Trustees for the unexpired term of his or her predecessor in office in the same manner as provided in the case of the original election.
ARTICLE VII. STANDING COMMITTEES OF THE BOARD
Section 1. Standing Committees. The standing committees of the Board of Trustees shall be the Finance Committee and the Governance Committee.
Section 2. General Powers. Each standing committee shall have such powers as the Board of Trustees may grant it and consistent with the law, the Articles of Incorporation and these bylaws.
Section 3. Duties and Responsibilities.
a. Finance Committee. A Finance Committee composed of the Treasurer and not less than two (2) other Trustees shall be appointed by the Board Chairman. The Board Treasurer shall serve as Chairman. The members shall provide oversight for the Corporation in the areas of budgeting, financial planning and reporting; create and monitor financial internal controls, including management’s compliance with applicable policies and procedures and risk management. The committee shall develop an annual operating budget with staff,; monitor adherence to the budget; oversee the administration, collection, and disbursement of the Corporation’s financial resources, in addition to the related policies and procedures; set long-range financial goals along with funding strategies to achieve them; develop multi-year operating budgets that integrate strategic plan objectives and initiatives; present all financial goals and proposals to the Board of Trustees for approval; develop and present the financial reports to the Board; safeguard and monitor the Corporation’s financial stability and long term economic health; review the annual information returns (IRS Form 990, related schedules and forms) to ensure local, state and federal regulatory compliance; review and oversee the Corporation’s policies and procedures for reporting problems, including whistle-blower allegations, anti-fraud, and discovery of errors or illegal acts; recruit and hire independent auditor and serve as the Board’s principal liaison.
b. Governance Committee. The Governance Committee, composed of not less than three (3) Trustees, shall be appointed by the Board Chairman. The Governance Committee shall ensure effective Board processes, structures and roles, including strategic planning, retreat planning, committee development, and Board evaluation; shall assess skill sets needed for the Board and identify potential Board prospects; shall recommend new Board members; shall oversee Board member orientation and training; shall facilitate the Board of Trustee’s manual; shall oversee bylaws and parliamentary compliance pursuant to Robert’s Rules of Order Newly Revised.
Section 4. Vacancies. The membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 5. Quorum. Unless otherwise provided in the resolution of the Board of Trustees designating a standing committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at the meeting at which a quorum is present shall be the act of the committee.
Section 6. Rules. Each standing committee may adopt rules for its own governance not inconsistent with these bylaws or with rules adopted by the Board of Trustees.
ARTICLE VIII. OTHER COMMITTEES OF THE BOARD
Section 1. Other Committees. Such other committees, ad hoc or special, shall be appointed by the Board Chairman or the Board of Trustees when necessary to carry on the work of the Corporation. These committees shall disband once the tasks are completed.
Section 2. General Powers. Each committee shall have such powers and duties as the Board of Trustees may grant it and consistent with the law, Articles of Incorporation, and these bylaws.
Section 3. Meetings. Each committee shall meet at such times and places and upon such notice as it may determine and shall file a report of meetings with the Secretary of the Board of Trustees.
Section 4. 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 the meeting shall be the act of the committee.
Section 5. Rules. Each committee may adopt its own governance not inconsistent with these bylaws or with rules adopted by the Board of Trustees.
Section 6. Reporting. Each committee shall report its activities and its findings and recommendations to the Board of Trustees.
ARTICLE IX. BOOKS, RECORDS AND SEAL
Section 1. Books and Records. The Corporation shall keep at its registered office correct and complete books and records of account, contracts, and minutes of the proceedings of its Board of Trustees and committees having any of the authority of the Board of Trustees, or its agent or attorney, for any proper purpose at any reasonable time.
Section 2. Seal. The Secretary of the Board of Trustees shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon:
Mead Botanical Garden
Corporation Not for Profit
ARTICLE X. FISCAL YEAR
The fiscal year of the Corporation shall begin in the first day of January and end on the last day of December in each year.
ARTICLE 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.
ARTICLE XII. AMENDMENTS TO BYLAWS
Section 1. These bylaws may be amended or revised by a two-thirds (2/3) vote of the entire Board of Trustees at any annual, regular or special meeting, provided notice of the amendment(s) has been submitted in writing at the previous annual, regular or special meeting. No action shall be taken if it would in any way adversely affect the Corporation’s qualification under Section 501©(3) of the Internal Revenue Code (or any successor provision).
Section 2. All amendments to these bylaws shall be consistent with the Articles of Incorporation. In the event of any inconsistencies between the terms of the Articles of Incorporation and these bylaws, the terms of the Articles of Incorporation shall prevail.
ARTICLE XIII. DISSOLUTION
The Corporation shall have perpetual existence unless sooner terminated by not less than three-fourth (3/4) of the vote of the entire Board of Trustees. In the event of dissolution, residual assets will be turned over to one or more organizations which are 501© (3) entities. No Trustee, nor member, shall have any right, title, or any other form of ownership interest in any of the property or assets, including any earnings or investment income of this Corporation. No property or assets of the Corporation shall ever be distributed to any Trustee or member upon dissolution of this Corporation.
ARTICLE XIV. DEDICATION OF ASSETS AND EARNINGS
All assets and earning of this Corporation are hereby dedicated for purposes as envisioned under Section 501©(3) of the Internal Revenue Code (or any successor provision).
ARTICLE XV. PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Corporation in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Corporation may adopt.
ARTICLE XVI. MISCELLANEOUS
In the event of any inconsistencies between the terms of the Articles of Incorporation and the bylaws, the terms of the Articles of Incorporation shall prevail.
Adopted by the Board of Trustees this _2_____day of ______October__________2014.
Jeffrey Blydenburgh Chairman
I, Susan League, Secretary of Mead Botanical Garden, Inc., hereby certify that the foregoing is a true, complete and accurate copy of the bylaws adopted by the Board of Trustees.
Susan League, Secretary
Bylaws revised and final approval: October 2, 2014