BY-LAWS OF ARTICLE I: NAME AND LOCATION The name of this Corporation, chartered in the State of Florida, shall be the FLORIDA LIGHTHOUSE ASSOCIATION (FLA), INC., a not-for-profit, preservation and educational Florida consortium of lighthouse organizations and representatives. The principal office of the corporation shall be in Tampa, Florida, Hillsboro, County. ARTICLE II: OBJECTIVES The objectives of this corporation shall be: 1) To establish a state-wide association of lighthouse organizations, lessees, owners, and enthusiasts by which to showcase Florida's lighthouses and support the education of visitors and students from the nation and around the world concerning Florida's lighthouses, and to search for innovative ways to provide world class interpretation of these historic sites and structures. 2) To support lighthouse preservation efforts and restoration of the light stations and their traditions, including the preservation of recent and former lighthouse sites, by organizations statewide through fund-raising programs and State and Federal grants, and to provide assistance to local lighthouse organizations in their forming and getting preservation projects under way; 3) To provide the facilities and the means for the research, interpretation and publication of information about Florida's lighthouses past and present; and 4) To engage in all lawful purposes that will benefit the preservation of Florida's lighthouses as permitted under the laws of the State of Florida for nonprofit organizations. ARTICLE III: MEMBERSHIP Section 1: Classes of Membership Membership in the FLORIDA LIGHTHOUSE ASSOCIATION, INC. shall be of three types. As a consortium of lighthouses and their supporting organizations, lessees, or owners, primary or "delegate membership" is vested in each individual lighthouse and its supporting organization, or lessee, or owner, in that order of priority, and each lighthouse, past or present, in the State of Florida, upon payment of such membership fees as may be set, will be entitled to one seat on the "Board of Commissioners." Where no public organization exists to represent a lighthouse, the current lessee or owner of the lighthouse will be eligible for membership on the Board under the same qualifications as an organization delegate member. Each organization with a "delegate membership" will be granted three free individual memberships in the organization, such that if the primary delegate to the Board of Commissioners is not able to attend, one or more of the other two members may serve in the capacity of the primary commissioner. The second form of membership is the "regular membership." Any person over the age of 18, family, or organization interested in the objectives of this Corporation is eligible for regular membership and may be admitted to membership upon payment of such membership fees as may be set by the Board of Commissioners. Regular, Honorary, and Family memberships may be granted by the Board of Commissioners upon such basis, as it deems appropriate. The third form of membership is the “Corporate Sponsor.” Any corporation is eligible for membership as a corporate sponsor and eligible for two free individual memberships in the organization, such that if the primary designated representative is not able to attend, the other may vote in membership meetings, Section 5. The Corporate Sponsor is entitled to an advertisement on the Florida Lighthouse Association web site and a link to their web site. Section 2: Expulsion or Suspension of a Member Any member charged with unbecoming conduct and against whom such charges are sustained after a due and proper hearing by the Board of Commissioners may be expelled or suspended from membership by a majority vote of the entire Board. Section 3: Annual Meeting The annual meeting of the general membership shall be held at such places, as the Board of Commissioners shall designate. The Annual Meeting shall be held on the Third Saturday of October or as soon thereafter as possible. The main purpose of this meeting is to fill the expired terms of the Commissioners-at-Large and to elect the officers of the Corporation, but it may also include informational programs relating to Florida lighthouses. Notice of the Annual Meeting will be sent out to all members of the Corporation at least four weeks in advance. Section 4: Special Meetings Special meetings of the membership may be called by the President whenever necessary, or when 25% of the members or more shall so request in writing stating the nature of their business and upon notification to all members fourteen days prior to the set date. Section 5: Voting Every member, whether a "delegate member" or a "regular member," in good standing shall be entitled to one vote at all membership meetings and upon each proposal presented at such meetings. Family or organization memberships shall constitute one vote. The affirmative vote of a majority of the members attending shall be the act of the corporation. No proxy voting is permitted. Section 6: Notice of Meetings Written notice of such general membership meetings, stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to all members at least fourteen days prior to such meeting. ARTICLE IV: BOARD OF COMMISSIONERS Section 1: Number of Commissioners The business of the corporation shall be managed and its corporate powers exercised by the Board of Commissioners. The Board of Commissioners will include one representative for each of the 30 lighthouses in Florida plus at-large commissioners (for the four districts), and the elected officers, who may or may not be also lighthouse or district representatives. The Board of Commissioners, therefore, may contain not more than forty-three members. Section 2: Qualification, Election, and Term of Commissioners "Delegate" or organization Commissioners shall be members of the Corporation, and upon payment of the duly required membership fee, shall represent the lighthouse organization, which is entitled to a seat on the Board of Commissioners. This commissioner may be the executive director of the lighthouse organization or his or her appointee. The organization commissioner will hold his or her seat indefinitely but can be removed by action of the Board of Commissioners in compliance with State law. In addition to the lighthouse organization commissioners, Commissioners-at-Large (District Commissioners) shall be elected from the regular membership to serve with all the rights and privileges as the 'delegate' commissioners. Each of these District Commissioners shall represent one of the four lighthouse districts. The District Commissioners shall hold office for one year with the election to take place at the annual meeting or at the same time as the corporation's officers. Like the organizational commissioners, the District Commissioners may be removed from office by action of the Board of Commissioners. Any member of the corporation for Commissioners-at-Large shall be made by the nominating committee, but nominations may also make nominations. The District Commissioners shall visit the lighthouses in their district at least once a year. They shall personally maintain contact with legislators in their district. Section 3: Quorum An assemblage of the representatives of five lighthouses shall constitute a quorum for the transaction of business. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned. The act of a majority of commissioners at a meeting when a quorum is present will be the act of the Board of Commissioners. All business of the Board of Commissioners shall be transacted only upon affirmative vote of a majority of Commissioners present and voting. No proxy voting is permitted except by the duly appointed "delegate member" alternates who comprise the three free individual memberships of the "delegate member." Section 4: Vacancies Any vacancy occurring on the Board of Commissioners, including any vacancy created by reason of an increase in the number of commissioners, will be filled by the executive director of the represented lighthouse organization, or, in the case of the Commissioners-at-Large, by the Board of Commissioners. A commissioner-at-large chosen to fill a vacancy shall hold office only until the expiration date of the vacancy being filled, and then will be subject to election by the general membership. Section 5: Board Meetings Regular meetings of the Board of Commissioners shall be held at least quarterly at a time and place to be determined by the President. Special meetings of the Board of Commissioners may be called by the President or upon a written request of at least one-fourth of the Commissioners. At least seven days' written notice shall be given for special Board meetings and shall state the nature of the business to be considered. The business transacted by any special Board meeting shall be limited to that stated in the notice. Section 6: Attendance Any delegate commissioner who does not attend three consecutive meetings without giving notice to the President and showing adequate reason may be declared unable to serve and will be replaced by the executive director of the represented lighthouse. A Commissioner-at-Large who does not attend three consecutive meetings without giving notice to the President and showing adequate reason may be declared unable to serve and will be replaced by the President and confirmed at the next meeting of the Board of Commissioners. Section 7: Removal of Commissioners or Officers Any Commissioner may be removed by the membership as provided by law. The Board of Commissioners may remove any Officer at any time, with or without cause according to Florida law. Section 8: Investments The Board of Commissioners shall first approve all investments of funds of the corporation. Section 9: Annual Reports The Board of Commissioners shall require the Treasurer to prepare financial statements and/or audit reports with the assistance of any independent outside accountant, accounting service, or auditor appointed by the Board. The President of the Corporation shall submit an Annual report for the Florida Department of State as required by law, which shall reflect the current status of the Corporation, its Officers and Commissioners, and such other information as required by law. All other Committees and Staff will report on the past year's activities pertaining to their particular function. A copy of the Annual Report of the Treasurer and the Corporate Report to the Secretary of State shall be retained in the Archives of the corporation. ARTICLE V: OFFICERS Section 1: Qualifications, Election, and Term The officers of this Corporation shall consist of a President, Executive Vice-President, Vice-President for Membership, Vice-President for Meetings, Vice-President for Fund-Raising, Vice President for IT-Webmaster, Secretary, Treasurer, Historian, and such other officers as the Board of Commissioners may determine, who shall have such duties and powers as hereinafter provided. Such officers must be members of the Corporation. The Board of Commissioners shall elect at its annual meeting those officers that will be subject to election by the General Membership. Members of the Board of Commissioners may retain their position on the Board while holding elective office. The same individual may simultaneously hold more than one office in the Corporation. In the event of the death, resignation, or removal of an officer, the President of the Corporation may select a successor to fill out the remainder of the term, such selection to be confirmed at the next meeting of the Board of Commissioners. Section 2: President The President, whose term shall be for two years with eligibility for re-election only to a second consecutive term, shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation and as authorized by the By-laws. The President shall preside at all meetings and shall have general supervision, direction, and control of the business of the corporation. He shall appoint all standing and special committees that may be necessary and remove them at will, except the nominating committee. The President shall assure that: a) All funds of the Corporation be deposited in the name of Florida Lighthouse Association, Inc., in a bank or financial institution selected by the Board of Commissioners. All withdrawals over $1,000 shall be signed by two of the Corporation officers. b) Reports and returns required by all Governmental agencies are filed and submitted by the accountant, accounting service, or auditor, if any, appointed by the Board of Commissioners, to assist in the preparation of Annual Financial Reports or Audits or such other corporate official designated by the Board to submit a required report, return, or other document. c) Bond may be given for all Officers and Commissioners as designated by the Board and in such amounts as the Board may require. The Corporation shall pay the premium for such bond(s). d) All securities and other valuable papers shall be placed in a safety deposit box designated by the Board. This may be opened only by the signature of the President or Treasurer. A current Inventory of the Safety Deposit Box shall be maintained in the business office of the Corporation and subject to review by the Board or any individual Commissioner upon request to the President. e) Make a report at the Annual Meeting and special reports when requested. f) Have financial records that are managed by any accountant, auditor, or accounting service audited annually, if directed by the Board, by a firm of certified public accounts at the expense of the Corporation. g) Perform such other duties as imposed by law pertaining to corporations not-for-profit. Section 3: Executive Vice-President During the absence or disability of the President, the Executive Vice-President shall have all the powers and functions of the President. The Executive Vice-President shall serve a two-year term with eligibility for re-election only to a second consecutive term, and will be a member of the Finance and Budget Committee and perform such other duties as prescribed by Florida Statutes or as delegated by the President or the Board of Commissioners from time to time. Section 4: Vice-President for Membership The Vice-President for Membership shall serve a one-year term with eligibility for re-election. This Vice-President will be in charge of maintaining all of the membership records of the Association. He or she shall oversee the acknowledgment of new members, the sending of welcome letters, membership cards, and membership benefit packages to new and renewing members; shall oversee the sending of renewal notices and shall up-date records as to the composition and location of the various segments of the membership for reports to the Board of Commissioners and the Membership. Section 5: Vice-President for Meetings, Special Events, and Public Relations The Vice-President for Meetings and Public Relations shall serve a one-year term with eligibility for re-election. With the collaboration of the President, this Vice-President shall be in charge of setting up and coordinating the quarterly meetings of the Association and seeing to the publishing of the details of said meetings through the Editor of the newsletter. He or she shall be responsible also for establishing and managing the special events of the Association and for the general Public Relations of the Association, coordinating means and methods for advertising the Association through news articles in magazines and newspapers and all other media through which the Association and its activities can be promoted. Section 6: Vice-President for Fund-Raising The Vice-President for Fund-Raising shall serve a one-year term with eligibility for re-election. With the collaboration of the President, this Vice-President shall be in charge of coordinating and promoting the fund-raising activities of the Association, and shall work with the chairmen of the various fund raising committees, which may be established by the President and Board of Commissioners. He or she shall work with the Treasurer in contributing to the financial stability of the Association and shall oversee any merchandise, which the Association may sell and be responsible for the advertisement thereof. Section 7: Secretary The Secretary shall serve a one-year term, with eligibility for re-election, and shall attend all corporate meetings (Executive Committee, Board of Commissioners, and Membership), noting the attendance and all votes and Minutes of all proceedings in a book to be kept for that purpose. The Secretary shall transcribe the Minutes as soon as possible following the meeting. These will be distributed for approval by the governing body for whom the Minutes were taken at its next meeting. The Secretary shall give or cause to be given notice of all meetings, and shall perform such other duties as prescribed by the President or the Board of Commissioners or imposed by law pertaining to corporations not-for-profit. Section 8: Treasurer The Treasurer shall serve a one-year term, with eligibility for re-election, and shall have the custody of the corporate funds, keep full and accurate accounts of receipts and disbursements in the corporate books, deposit all monies and valuables in the name and credit to the account of the corporation, disburse the funds of the corporation as may be authorized by the Board and preserve proper vouchers for such disbursements. As Chairman of the Finance and Budget Committee, he shall render to the President and the Board at regular meetings of the Board or whenever required, an account of all transactions as Treasurer and of the financial condition of the Corporation, render full financial report at the annual general membership meeting, and shall perform such other duties as presented by the President or the Board of Commissioners or imposed by law pertaining to corporations not-for-profit. Section 9: Historian A Historian, who shall serve a one-year term with eligibility for re-election, shall be appointed by the Board of Commissioners whose duty will be to supply the organization with the historical documents and research necessary for the organization to fulfill its functions in preservation and interpretation. The historian may establish regulations as he or she sees fit for the use of the organization's historical archives and library. Section 10: Vice President for Information Technology-WebmasterThe Vice President for Information Technology-Webmaster shall serve a one-year term with eligibility for re-election. With the collaboration of the President, this Vice President shall be in charge of Information Technology activities and be Webmaster of the Florida Web sites. Section 10: Other Officers The Board of Commissioners may elect other officers as deemed necessary and as the needs of the Society expand, such as Librarian, Registrar, Chaplain, and assistants to any officer. These officers shall serve one-year terms with eligibility for re-election. ARTICLE VI: COMMITTEES Section 1: Nominating Committee The President shall appoint a chairperson of the Nominating Committee at the regular meeting of the Board of Commissioners held in July of each year. The Board shall select two (2) additional members for this committee and report a slate of officers for the ensuing year at the Annual Membership Meeting the third Saturday in October. Section 2: Standing Committees The President shall appoint the members to such committees as will be deemed to be necessary and useful to the Corporation from time to time. Section 3: Special Advisory Committees The Board of Commissioners may create Special Advisory Committees to be composed of such persons to serve for such terms and to perform such duties and responsibilities as the Board of Commissioners may desire and deem advisable. The number of members of such committees, the method of their selection or election and the qualifications for membership shall be determined by the Board of Commissioners. The Advisory Committees shall serve as advisory bodies to enhance the general prestige and purposes of the Corporation. The members of the Advisory Committees shall have no vote in the affairs of the Corporation or the Board of Commissioners, except an individual member of the Advisory Committees who is also a member of the Corporation or Board of Commissioners shall be entitled to vote as any other member of the corporation or Board of Commissioners. ARTICLE VII: EXECUTIVE DIRECTOR AND STAFF The Board of Commissioners may employ an Executive Director or other staff upon such terms and conditions as it deems advisable. The Executive Director may hire such other staff personnel as he or she deems necessary, provided the compensation for such personnel shall be set by the Board of Commissioners prior to the employment of such staff personnel. The Executive Director shall report to the Executive Committee and shall perform such duties and have such responsibilities as the Board of Directors shall prescribe. The Executive Director may prescribe the duties and responsibilities of other staff personnel. ARTICLE VIII: FISCAL YEAR The fiscal year of the Corporation shall be 1 October through 30 September. ARTICLE IX: RULES OF ORDER The rules contained in Robert's Rules of Order, Revised shall govern in all cases to which they are applicable and not inconsistent with the Articles of Incorporation, By-laws, or policies of this Corporation. ARTICLE X: AMENDMENTS TO BY-LAWS AND POLICIES Section 1: These By-laws may be altered, amended, or repealed, in whole or in part, at any meeting of the Board of Commissioners by a two-thirds vote of such members present and voting, provided that notice outlining such proposed changes has been mailed to all members of the Board of Commissioners at least ten days prior to the date of any such meeting. Section 2: General Policies of the corporation shall be established by a majority of the Board of Commissioners present at voting. They may be rescinded or amended by a two-thirds vote of Commissioners present at voting. Prior notice is not necessary. It shall be the duties of the recording secretary to extract from the minutes of the Board of Commissioners all policies as established, keeping said policies in a separate section, printed and dated. ARTICLE XI: CORPORATE SEAL The Board of Commissioners will provide a suitable seal containing the name of the Corporation and the words "corporation not for profit." The seal of this Corporation may be affixed to all documents, contracts, and papers as the Board of Commissioners may prescribe, by those authorized to use the seal. ARTICLE XII: DISSOLUTION In the event of the dissolution of the corporation, all of its assets not required for the payment of debts and taxes shall be transferred and delivered in assets of equal monetary value to each of the non-profit, lighthouse organizations which enter into membership in the FLORIDA LIGHTHOUSE ASSOCIATION, INC. and which qualify as a tax-exempt organization under the Internal Revenue Code and which generally accomplish the general purposes for which this corporation was organized. Adopted: July 27, 1996, and as revised by Vote of the Board of Commissioners and the Membership, 1997-2001. Secretary: _________________________ Richard Johnson Revised at Board of Directors Meeting, June 17, 2006 Stan Farnham, President.
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