Article I Organization

Section 1. Name

The name of this Association is: Florida L.E.G.A.L., Inc., hereafter referred to as "the Association," "Corporation," “Florida LEGAL,” or "the Organization."

Section 2. Location

The principal address of this corporation is:        Florida LEGAL, Inc.
C/O Key West Police Department
525 Angela Street
Key West, FL  33040

1. Change of Address.  The Board of Directors may change the principal office from one location to another within the state of Florida without amending these bylaws providing that the new addresses and affective dates are recorded herein, (continued on attachments if necessary).  The principal office address may not be changed to any location outside of the state of Florida.

New Address #1 __________________________________________Dated__________

New Address #2 __________________________________________Dated__________

2. Chapter Offices.  The Board of Directors may establish Chapter / Branch offices at any location in the State of Florida in accordance with Article IX.

Section 3. Articles of Incorporation

Incorporator M. Alan Newby applied to the State of Florida to form a not for profit corporation named Florida LEGAL.  On September 17, 1999 the application was granted and Florida LEGAL, Inc. was formed.

Section 4. Registered Office and Agent

Florida LEGAL, Inc. has named and registered with the State of Florida, Alan Eckstein, Esquire, located at 3010 Flagler Avenue, Key West, Florida, as its agent to accept service of process within Florida.  The Board of Directors may change the registered agent and location in accordance with State regulations.  If changed, these Bylaws need not be amended providing that the names of each new registered agent, their locations, and affective dates are recorded herein, (continued on attachments if necessary).

New Agent / Address #1 __________________________________________Dated__________

New Agent / Address #2 __________________________________________Dated__________

Section 5. Governing Instruments

Its Articles of Incorporation, Bylaws, and any prevailing rules and regulations that may be adopted by majority of vote of the Board of Directors, shall govern the Association. These Bylaws shall become effective upon approval of a majority vote of the Board of Directors.

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 Article II Interpretation

These Bylaws shall serve as a guide to govern the Association and its membership. Flexibility and common sense shall prevail in their interpretation. Wherever a gender specific pronoun is used in this document it shall be interpreted as referring to any gender.

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Article III Purpose

Section 1. Objectives

This Association is organized to promote diversity, acceptance, and non-discrimination of all classes of persons in our communities and within the criminal justice profession through education, solidarity, and professionalism; To provide a network for education, support, and collegiality among gay and lesbian criminal justice professionals.

Section 2. Goals and Activities

1. Engage in educational and charitable activities.
2. Foster, represent, and promote a positive, professional image of gay and lesbian public safety officers and other criminal justice professionals.
3. Assist existing gay and lesbian public safety officers, law enforcement professionals, and other associated groups communicate more effectively with each other and to help provide a forum for the sharing of new ideas.
4. Foster educational opportunities for members of the organization, not only for their personal and professional growth, but to better prepare them for advancements in their careers.
5. Promote the various professions of public safety officers and their common interests.
6. Improve the civic, social, political, and business status of the Association and its members by disseminating basic information to the public concerning the gay community and the public safety officer professions.
7. Encourage the exchange of mutual support among gay and lesbian public safety and criminal justice groups and facilitate the sharing of good practice on all subjects related to gay and lesbian police personnel including equal opportunity in recruitment, hiring, retention, discipline, promotion, and benefits.
8. Enhance and improve the personal and professional lives of gay and lesbian public safety officers and criminal justice professionals everywhere.
9. Provide a safe and supportive forum in which gay and lesbian criminal justice professionals can tackle the many difficult challenges they face such as discrimination and coming out at work.
10. Affirm our support for the highest ethical values for the law enforcement and criminal justice professions.
11. Help to improve the relationship between members of the Gay and Lesbian Community and the police and other public safety officers.
12. Solicit and receive funds for the support of Association programs.
13. Receive from any governmental agency, corporation or individual, grants, gifts, donations, devices, or bequests of any kind that may be approved by the Board of Directors of the Association for the purpose of carrying out the provisions herein enumerated.
14. Include any other purpose that would be beneficial to the collective membership of this Association.

 Section 3. Not-For-Profit Purposes

Florida L.E.G.A.L., Inc. shall be operated as a not for profit corporation as granted by the State of Florida.  This Association is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United Sates Internal Revenue law including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.  Florida L.E.G.A.L., Inc. is organized exclusively for charitable, religious, educational, and/or scientific purposes under section 501 (c) (3) of the Internal Revenue Code.

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Article IV Membership

Section 1. Classes of Membership

There shall be three (3) classes of membership in this Association, which are named and identified as follows:

1. Active Membership.  Any person who is currently employed as a paid or volunteer, full time or part time peace officer, correctional officer, or other criminal justice professional, for any local, municipal, special governmental district, county, state, or federal government, regardless of location may apply for Active Membership.  Active members shall have full voting rights, may occupy positions on the Board of Directors and other committees, and other privileges as provided by these bylaws or Association Rules & Regulations.
2. Affiliate Membership.  Any person who does not qualify for an Active or Retired Membership, but who is currently, or who has provided in the past, a special service to the law enforcement or criminal justice community may apply for Affiliate Membership.  Such applicant shall present, in writing at the time of making application for membership, their contribution(s) to the law enforcement or criminal justice community. Upon review of the application and contribution(s), the Board of Directors shall have discretion over whether or not such person qualifies under this provision.  Affiliate members shall have full voting rights, may occupy positions on the Board of Directors and other committees, and other privileges as provided by these bylaws or Association Rules & Regulations.
3. Anonymous Membership.  Any person who qualifies for either Active, Retired or Affiliate Membership but who prefers to not have his identity disclosed for personal reasons, may apply for Anonymous Membership as provided for by these Bylaws.  The application process, as described in Article IX  Section 2 will still be required, however if/when membership is granted, the Anonymous member will then only be identified by a unique four digit number assigned by the Secretary/Treasure.   Association members will respect the Anonymous member’s request for privacy and anonymity, and shall make no attempt to determine his/her identity.  All applications will remain secured and their information unavailable for disclosure unless otherwise required by subpoena or court order.  For such time as the member wishes to remain anonymous, for obvious reason it will be impractical for an Anonymous Member to occupy a Board of Director’s position.  Anonymous member will have full voting rights with the Board of Directors to make acceptable provisions for their nominations and/or votes.
4. Retired Membership.  Any person who is retired, having served as a full time or part time peace officer, correctional officer, or other criminal justice professional, for any local, municipal, special governmental district, county, state, or federal government, regardless of location may apply for Retired Membership.  Retired members shall have full voting rights, may occupy positions on the Board of Directors and other committees, and other privileges as provided by these bylaws or Association Rules & Regulations.  
5. Friend of LEGAL.  Although not considered membership, a classification of “Friend of LEGAL” is extended to any person who does not meet the criteria for membership as an Active, Retired or Affiliate member, but who wants to support the mission and goals of Florida LEGAL with an annual financial contribution of fifty dollars.

Section 2. Application for Membership

a.       Any person may make application for Active, Retired, Affiliate, or Anonymous Membership in the Association.  All applications must be filled out completely.  Because it is imperative that the privacy of Association members are not violated and that the integrity of the Association is not compromised, the Board of Directors, after receiving a completed application, may reject by majority vote, any applicant who does not meet the criteria for membership, or for any application that has not been completely filled out, or which lists inaccurate or misleading information.

b.      All applications will be voted upon by the Board of Directors.  Those applicants receiving an affirmative majority vote of Board members will be approved.  Those not receiving an affirmative majority vote will be disapproved.  The Secretary / Treasure will notify each applicant as to the decision of the Board of Directors as soon as practical. 

c.       The applicant must submit the Induction Fee and appropriate Membership Dues, as specified in Article V, along with his application.  In the event that the application is rejected, the Induction Fee and Membership Dues will be returned to the applicant immediately. 

Section 3. Sabbatical Leave

Understanding that there may be situations arise which would interfere with a member’s participation in the Association, Sabbatical Leave may be granted to any member who makes such a request to the Secretary / Treasure.  Such leave will be approved by majority vote of the Board of Directors.  The granting of such a leave shall not reflect negatively in any way on the member’s commitment to the Association, but shall serve as a explanation for his absence at Association meetings and functions.  Members on Sabbatical Leave are still responsible for their membership dues unless otherwise waived as provided for in Article V Section 2.

Section 4. Resignation and Termination of Membership

a.       Any member who wishes to resign from the Association should notify the Secretary ./ Treasure of their desire in writing.  Upon receipt of such a request, the Secretary/Treasure will notify all Board members and remove the member from the enrollment, terminate his membership, and confirm the termination in writing. 

b.      Upon majority vote of the Board of Directors, a member may be expelled from this Association and have his membership terminated for any of the below enumerated reasons.  Any person whose membership is terminated will be notified in writing by the Secretary/Treasure as soon as practical via certified mail.  Membership may be terminated if:

·         The member failed to submit his annual membership dues in accordance with Article V, after being given written notice of delinquency and an opportunity to submit payment.  Any person whose membership is terminated under this provision, may reapply for membership if desired.

·        The member is convicted of a felony.

·        The member failed in a material and serious degree to observe the Association’s Articles of Incorporation, Bylaws, or the Association’s Rules & Regulations rules.

·        The member engaged in conduct that is materially and seriously prejudicial to the purposes and objectives of this Association.

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Article V Dues and Fees

Section 1. Induction Fee and Membership Dues

1. Every application for membership must be accompanied by a one-time Induction Fee of twenty dollars ($20.00) plus membership dues of two dollars ($2.00) for each month remaining in the calendar year, (January 1^st to December 31^st), including the month in which the application was submitted.   In the event that the application is rejected, the Induction Fee and Membership Dues will immediately be returned to the applicant by the Secretary / Treasure.
2. Annual membership dues are twenty-four dollars ($24.00), which is due January 1^st of each year.  The Secretary/Treasure shall notify in writing any member from whom the annual membership dues have not been received by January 15^th.  If payment is not received by midnight, January 30^th, the Secretary/Treasure will notify the Board of Directors to consider termination of membership pursuant to Article IV Section 4(b).

Section 2. Waiving Dues and Fees

The Board of Directors may, upon majority vote in “Executive Session”, waive the Induction Fee and/or Membership Dues of any member for any specified length of time, reserving this privilege for only individuals with very extenuating circumstances.

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 Article VI Board of Directors

Section 1. Composition of the Board of Directors

The corporation shall be managed by the Board of Directors, which shall be comprised of the Association’s President, Vice President, Secretary / Treasure, and Director At Large.  By majority vote of the Board members, additional positions may be added to the Board of Directors in the event that Chapters are established, allowing for each Chapter to have a Representative Director on the Board.

Section 2. Initial Appointments to the Board of Directors

The Articles of Incorporation has initially named the Incorporator – M. Alan Newby as the President of the Corporation.  To allow for the initial approval of these Bylaws and transaction of other business, it will be necessary for the Association’s President to initially appoint members to the remaining positions on the Board of Directors.  These appointments shall remain effective until the Association’s voting membership reaches at least twelve (12), at which time an election will be held for the positions of Vice President, Secretary and Director At Large.  The President, and newly elected Secretary / Treasure, Vice President and Director At Large will then remain in those positions until the next regular election as described in Article VI Section 3.

Section 3. Nominations, Elections, and Terms of Office

1. The term of office for each Board member is two years, beginning on July 1^st.  Offices to be voted upon will alternate, beginning with the elections for Vice President and Director At Large the first year, followed by the President and Secretary / Treasure the following year. 
2. Nominations for Board of Directors positions that are up for election will be made in the month of May each year.  The preferred means of receiving nominations will be in a general membership meeting held in that month.  However, because of the demographics of the makeup of the voting membership, it may become impractical to hold a general membership meeting for that purpose.  In the event that it is impractical, the Board of Directors will decide the most appropriate method and notify all members.
3. Every effort shall be made to hold the elections for the upcoming Board of Directors positions, within one month of the close of nominations.  The preferred means of conducting elections will be by secret ballot in a general membership meeting in that month.  However, because of the demographics of the makeup of the voting membership, it may become impractical to hold a general membership meeting for that purpose.  In the event that it is impractical, the Board of Directors will decide the most appropriate method and notify all members.  Newly elected Board Members will assume their office on July 1^st continuing their term for two years, ending on June 31^st.
4. In the event of an unexpected vacancy on the Board of Directors in which the remaining term is less than one year, the highest remaining Board member may appoint any Active, Retired or Affiliate member to serve the remaining term Pro-tem as provided for in Article VI Section 8.  In the event that the remaining term is more than one year, the highest remaining Board member may appoint any Active, Retired or Affiliate member to serve in the vacant position Pro-tem as provided for in Article VI Section 8 until a special election can be held.  The preferred means of receiving nominations will be in the next or special general membership meeting.  However, because of the demographics of the makeup of the voting membership, it may become impractical to hold a general membership meeting for that purpose.  In the event that it is impractical, the Board of Directors will decide the most appropriate method and assure that all members are notified.  Every effort shall then be made to hold the special election within one month of the close of the special nominations.  The preferred means of conducting elections will be by secret ballot in the next of special general membership meeting.  However, because of the demographics of the makeup of the voting membership, it may become impractical to hold a general membership meeting for that purpose.  In the event that it is impractical, the Board of Directors will decide the most appropriate method and assure that all members are notified.  The newly elected Board member will continue serving for the remainder of that term.
5. Board members may be re-elected, however they may not hold more than one (1) elected office at a time.

Section 4. Authority of the Board of Directors

1. Subject to any limitations set forth in these Bylaws and the Association’s Rules & Regulations, and the laws of the State of Florida, all powers and affairs of this Association shall be exercised by, be vested in, and performed under the authority and direction of the Board of Directors.
2. Unless otherwise delegated by provisions of these Bylaws, the Association’s Rules & Regulations, or by decision of the Board of Directors by majority vote, the Board of Directors shall be charged with the management of all business and affairs of the Association, and with the administration and preservation of all its assets, funds, and properties whatsoever.
3. Additionally, the Board of Directors shall be responsible for the oversight of all Association affairs, ensuring compliance with all provisions of these Bylaws, the Association’s Rules & Regulations, Articles of Incorporation, and the laws of the State of Florida.

 Section 5. Responsibilities of Board of Director Members

1. President.  The first Director on the Board, the President is the Chief Executive Officer of the Association and an elected member of the Board of Directors, who presides at all meetings of the Board of Directors and general membership.  The President has full voting rights during Board meetings.  At general membership meetings when there are issues being voted upon by the general membership, the President may only vote when a tie vote has been cast.  On any matter up for vote at either a Board Meeting or general membership meeting, the President has the authority to table such matter once until the following meeting respectively, when he feels that it is in the best interest of the Association to consult legal counsel or when further research is needed.  All official statements concerning Association business will be made only by President unless otherwise delegated by him, or as authorized in these Bylaws or the Association’s Rules & Regulations.
2. Vice President.  The second Director on the Board, the Vice President is an elected member of the Board of Directors, who assumes all duties and responsibilities of the President in his absence.  The Vice President has full voting rights during Board and general membership meetings.
3. Secretary / Treasure.  The third Director on the Board, the Secretary / Treasure is an elected member of the Board of Directors, responsible for ensuring accurate records of all Association business, to include but not limited to Association files, membership information, and minutes of all Board meetings and general membership meetings either in electronic or written form.  The Secretary / Treasure is also responsible for maintaining the Association’s financial records.  The Secretary / Treasure is responsible for providing Board members with all documents necessary to conduct Association business.  However not limited to the Secretary / Treasure, it is his responsibility to prepare, or cause to be prepared, all notices to members as directed by the President or by consensus decision of the Board members.  He shall have full voting rights during Board and general membership meetings.
4. Director At Large.  The fourth Director on the Board, the Director At Large is an elected member of the Board of Directors, who acts as an advisor, assisting other Board members as needed with their tasks.  When the President, Vice President, and Secretary / Treasure are all present at a Board meeting, the Director At Large may not vote at such meetings, unless necessary to have a quorum should one of the other Directors excuse himself or otherwise be unavailable to vote on any matter.  The Director At Large has full voting rights at all general membership meetings.
5. Representative Director.  If/when a Chapter or Branch office is established as provided in Article IX, each Chapter / Branch will elect its own Officer to represent their Chapter or Branch on the Association’s Board of Directors.  Representative Directors will have full voting rights during Board and general membership meetings.

Section 6. Board Meetings and Voting

1. There shall be two (2) types of meetings convened by the Board of Directors which are named and defined as:

·        Regular Meetings: Every effort should be made to have a regular meeting of the Board of Directors at least once every calendar month at a time and place to be designated by the President, or in his absence, the Vice President.

·        Special Meetings: A Special Meeting of the Board of Directors may be called by a majority vote of the Board of Directors, by the President, or upon the written request of twenty-five (25) percent of the Association’s members.  Such request shall be in writing and delivered to the Secretary, and shall state the nature of the business to be discussed. The date, time, and location of any Special meeting of the Board of Directors shall be designated by the President, or in his absence, the Vice President.  Any Special Meeting so requested shall be scheduled within fourteen (14) days of the receipt of such request. No other business, except that stated in the request, shall be transacted at a Special Meeting of the Board of Directors.

2. Association members and invited guests are encouraged to attend all meetings of the Board of Directors.  However, the President may declare “Executive Session” and limit attendance to only Board members, when it is in the best interest of individual members or the Association as a whole, and it is to protect confidentiality as described in these Bylaws, to preserve the integrity of the organization, or when otherwise necessary to conduct legitimate official business of the Association.  This privilege shall only be exercised under the most extenuating business.
3. A Board of Directors meeting in which three of the four Board members in attendance shall constitute a quorum for the transaction of all business at said meeting.
4. A majority vote of the Board of Directors constituting a quorum shall be required to pass any motion or decide any issue unless otherwise specified by these Bylaws or the Association’s Rules & Regulations.
5. Proxy voting is not authorized, and such votes shall not be counted if cast.  Live, telephonic, conference, internet or electronic calls may be used to coordinate a quorum or to cast a vote in the event that a member of the Board of Directors is unable to attend a meeting.
6. Secret ballots may be taken upon the motion and approval of the Board members present and voting.
7. The Secretary shall maintain an accurate written record of the nature of votes cast by roll call of each member of the Board of Directors on each ballot, unless such ballot was secret.
8. Robert’s Revised Rules of Order shall govern all meetings of the Board of Directors unless otherwise provided for in these Bylaws or the Association's Rules & Regulations.

Section 7. Removal, Maintenance, and Resignation of Board Members

1. Any Director may resign from office at any time by giving written notice to the Board of Directors.  Such notice shall be effective at the date of receipt or any pre-designated time in said notice.
2. Any Director shall be removed from office if his membership in this Association is terminated as prescribed in Article IV Section 4.  The subject Director's position shall then be declared vacant and subsequently filled as provided in Article VI Section 3.
3. Any Director of the Board who absents himself from three (3) or more successive meetings of the Board of Directors without reasonable cause or excuse, as determined by a majority vote of the remaining members of the Board of Directors present and voting, shall be removed from office as a Director of the Association.  The removed Director shall be notified via certified mail, and his position shall be declared vacant and subsequently filled as provided in Article VI Section 3.
4. In the event that a Director requests and is granted Sabbatical Leave, the position will be filled Pro-tem as provided in Article VI Section 8.

 Section 8. Pro-tem Appointments

Whenever the President is unable to perform official Association business, the Vice President will serve as the President Pro-tem.    Whenever the Vice President or Secretary / Treasure is unable to perform official Association business, the Director At Large will serve as either Vice President Pro-tem or Secretary / Treasure Pro-tem.  When a quorum of Board members is required to conduct Association business as described in these Bylaws, if while utilizing the Director At Large in a Pro-tem position a quorum can still not be met, business requiring a vote may not be conducted until a quorum can be established as described in Article VI Section 7.

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 Article VII General Membership Meetings

Section 1. Scheduling and Attendance

1. Every reasonable attempt should be made to hold at least one general membership meeting quarterly, which may be scheduled by the Board of Directors.  Attendance is normally limited to Florida LEGAL members and invited guests.
2. Any member may submit a written petition to the Secretary / Treasure signed by not less than twenty-five percent (25%) of the Association’s members requesting the scheduling of a special general membership meeting. The petition shall state the nature of the business to be discussed. Any general membership meeting so petitioned shall be scheduled within fourteen (14) days of the receipt of such request.  The business at such meeting will be limited to that which was originally requested by petition.

Section 2. Required Notifications

The President of the Board of Directors shall direct the Secretary to notify the membership personally or by mail or other means of written communication, of all general membership meetings not less than ten (10) days prior to the meeting. Said notice shall contain the items of business to be acted upon, and the date, time, and location of the general membership meeting.  Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication.

Section 3. Quorum

For any general membership meeting, a quorum shall be met if a majority of the Board of Directors is present.  When such a quorum is present, any business requiring a vote of the Board of Directors may be conducted.  However, a majority of the Association’s voting membership, (including members of the Board), must be present to vote on any issue that is being presented to the general membership for a vote.

Section 4. Order of Business

Robert’s Revised Rules of Order shall govern all meetings, unless otherwise provided for in these Bylaws or the Association's Rules & Regulations.  The order of business at any regular meeting or general membership meeting of the Association shall be as follows:

·        Call to Order.

·        Roll Call of Board Members.

·        Introduction of new members.

·        Reading of the minutes of the last meeting.

·        Report of Board of Directors.

·        Communications and all bills.

·        Report of standing and special committees.

·        Unfinished business.

·        New business.

·        Installation of Directors, if an election is held.

·        Any information for the good of the Association.

·        Adjournment.

Article VIII Committees

Special or Permanent Committees may be established at the discretion of the President or by mutual consensus of Board members.  Every committee shall name a Chairperson who will keep the Board of Directors apprised of committee transactions or business.

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Article IX Chapter / Branch Offices

To further the goals and purposes of the Association, Chapters or Branch offices may be established and maintained as the Board of Directors shall designate upon an affirmative majority vote.

1. A Chapter or Branch office will not be authorized by the Board of Directors unless at least ten  (10) members of this Association petition to have such a Chapter or Branch office established. 
2. Each Chapter or Branch office must conform to these Bylaws and the Association’s Rules & Regulations.  The Association encourages Chapter or Branch offices to recruit for members, recognizing that individuals may be more likely to join the Association if a Chapter or Branch office is located near to them.  The application process as prescribed in Article IV will apply to any person seeking membership into the Association through a Chapter of Branch office.  Induction Fees and Membership Dues are likewise required as specified in Article V Section 2. 
3. Each Chapter or Branch Organization shall elect its own representative to serve specifically as a Representative Director on the Board of Directors. The Representative Director must be an Active or Affiliate member in good standing in this Association.  Representative Directors will have full voting rights in the Association’s Board meetings and general membership meetings.
4. Each Chapter of Branch office will establish a steering committee, Chaired by the elected Representative Director.  The steering committee will provide regular and ongoing direction and oversight into the programs and activities of the Chapter or Branch.

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 Article X Funds and Finances

Section 1. Administration of Finances

The Board of Directors shall administer the finances of the Association.  Individual members of this Association shall have no beneficial right to the funds of this Association.

Section 2. State and Federal Financial Requirement

1. The Secretary / Treasure will apply for and obtain, or cause to have applied for and obtained, a Federal Employee Identification Number.
   
2. The Board of Directors will determine if it is in the best interest of the Association to apply for Tax Exempt Status with the State of Florida’s Department of Revenue.  If applied for and granted, the Secretary / Treasure will be responsible for all requirements to maintain such status.
   
3. Federal Tax Exempt Status

• Florida L.E.G.A.L., Inc. is organized exclusively for charitable, religious, educational, and/or scientific purposes under section 501 (c) (3) of the Internal Revenue Code.
  
• No part of the net earnings of the organization shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.  No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.  Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Re3venue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
  
• Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

Section 3. Investments

By majority vote of the Board members, the Board of Directors may authorize the Secretary / Treasurer to invest funds of this Association in accordance with the laws of the State of Florida, the Federal Investment Company Act of 1940, and Association’s Rules & Regulations.  Any investments shall be signed in accordance with Article V Sections 4 and 6.

Section 4. Contracts

Any contracts entered into or canceled on behalf of the Association must first receive the approval of a majority of the Board of Directors unless otherwise provided for in these Bylaws or the Association’s Rules & Regulations.  Any contract so approved shall be signed and executed on behalf of the Association by the President, or in his absence, the Vice President, or in his absence, the Secretary / Treasure, or in his absence, the Director At Large, and co-signed by the Vice President, or in his absence, the Secretary / Treasure, or in his absence, the Director At Large.

Section 5.  General and Other Funds

All moneys received and collected and all revenues derived by the Association shall immediately be paid into and shall constitute a part of the General Fund of the Association.  Other funds may be created as approved by majority vote of the Board of Directors for special purposes as long as all members are to benefit by such funds.

Section 6. Withdrawals and Expenditures

1. Any and all expenditures and withdrawals made on behalf of the Association may only be made by members of the Board of Directors and only when necessary to conduct the business of the Association.
2. The Association’s checking account drafts and registers shall be maintained by the Secretary / Treasure, or Secretary / Treasure Pro-tem in a location designated by the Board of Directors.
3. All withdrawals and disbursements shall be made by check or Association credit account when practical. 

·        Withdrawals and disbursements under $250 may be made without approval by majority vote of the Board of Directors.  Such withdrawal or disbursement shall be signed by the Secretary / Treasure, or in his absence, the President, or in his absence, the Vice President, or in his absence, the Director At Large.

·        Withdrawals and disbursements of $250 or more may only be made after approval of the Board of Directors by majority vote.  Such withdrawals and disbursements shall be signed by the Secretary / Treasure, or in his absence, the President, or in his absence, the Vice President, or in his absence, the Director At Large, and co-signed by the President, or in his absence, the Vice President, or in his absence, the Director At Large.

Section 7. Revenues

This Association may derive revenues from the interest or profit earned on its investments or profits from affairs sponsored by it, and may also derive revenue from gifts, donations, bequests, legacies, devices, real and personal property of every class and description or any right of interest therein, received by the association and/or other moneys legally obtained for the general use purposes of the Association.

Section 8. Financial Reporting

a.       The Secretary / Treasure shall present a financial report either in written form or verbally to the Board of Directors at all regularly scheduled Board meetings, and verbally at all general membership meetings.

b.      Upon the request of any Board member, the Secretary / Treasure shall publish in written form, or cause to have published, a year-end financial report within sixty (60) days of the end of the fiscal year (January 1^st thru December 31^st).  This report will be submitted to the Board of Directors for their review and approval.

c.       The Secretary Treasure shall prepare, or cause to have prepared, all reports and/or returns that may be required by the State of Florida’s Department of Revenue, and/or the United States Internal Revenue Service also within sixty (60) days of the end of the fiscal year (January 1^st thru December 31^st).   Once completed, these reports and/or returns will be submitted to the Board of Directors for their review and approval.

Section 9. Inspection

Every member of the Association shall have the absolute right at any reasonable time to inspect all books, records, documents, and properties of every kind of the Association.  During such an inspection, the member has the right to copy and make extracts of any documents, (with the exception of membership applications), at his/her own expense.  Copies and extracts for members of the Board may be made at no expense to the individual Board member.

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 Article XI Indemnification

This Association shall indemnify and hold harmless each person who shall serve at any time hereafter as a Directors or agent for the Association (including heirs, executors, administrators, or estate of such person) from and against any and all claims and liabilities to which such person shall become subject by reason of his or her having heretofore or hereafter been a Director or agent of the Association, or by reason of any action alleged to have been heretofore or hereafter taken or omitted by him or her, except for action committed or omitted with the intent to defraud, swindle, harm or personally benefit such Director or agent to the detriment of the Association and for actions of extreme gross negligence.  Providing the financial resources are available, the Board of Directors may choose to acquire liability insurance for the Association’s Directors.

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 Article XII Amendments and Adoptions

1. These Bylaws, when properly adopted, shall become the Bylaws of the Association, and shall supersede and supplant all previous enactments and all former laws and rules of this Association. The adoption of these Bylaws shall not effect the terms of any Board members now holding office, and they shall continue to serve to the end of the term for which they were elected.
2. The Association’s Bylaws, Articles of Incorporation, and/or Association’s Rules & Regulations may be amended, altered or added to by an affirmative majority vote of the Board of Directors, at a regular or special meeting of the Board, provided that written notice of the vote is provided to each voting member at least fourteen (14) days prior to such meeting. (Notice shall be deemed to have been given at the time when delivered in person or deposited in the mail or sent by other means of written communication).  Any member attending such meeting shall be given the opportunity to express his or her approval or disapproval of the proposed amendment or revision. The Board of Directors shall not vote on the proposed amendment or revision until after all interested members are heard.
3. Any member may submit a written petition requesting an alteration or amendment to these Bylaws, Articles of Incorporation and/or the Association’s Rules & Regulations.  The petition shall specify the alteration or amendment requested and shall be submitted in writing to Secretary / Treasure.  The proposed alteration of amendment shall be voted upon as prescribed in Article XII, Section (b) of these Bylaws.  An affirmative majority vote of the Board members, at a regular or special meeting of the Board of Directors, shall be required to amend these documents, provided that written notice of the vote is provided to each Association member at least fourteen (14) days prior to such meeting.  The Board of Directors shall not vote on the proposed amendment or revision until after all interested members are heard.

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Article XIII Miscellaneous

Section 1. Membership Roster

The Secretary / Treasure shall maintain an accurate and current list of all members of this Association, hereafter referred to as the Master Membership Roster.  Such Roster may contain at a minimum each member’s name, home address, home telephone number, business telephone number, occupation, employer, and email address.  The Master Membership Roster may be shared with members of the Board of Directors, however all of its contents and information shall remain strictly confidential, not available for publication or disclosure unless otherwise required by subpoena or court order.  The Secretary / Treasure may produce an edited version of the Master Membership Roster and make same available to all members of the Association.  This edited roster will have the names and information of all Anonymous members omitted, likewise any information that any other member requests be omitted.  Any Active or Affiliate Member who wishes to have any of his/her information as listed above omitted from edited rosters, must make such request to the Secretary / Treasure.

Section 2. Confidentiality

1. All members, guests, applicants for membership, merchants, printers and any others with whom this Association does business, shall agree not to divulge the names, addresses, and/or telephone numbers of the members of this Association, or in any way breach the confidentiality of the Association Membership Roster.
2. Any violation of the provisions of Article XIII, Section 2(a) of these Bylaws is considered conduct which is materially and seriously prejudicial and harmful to the members and the purposes and objectives of this Association. Any member who violates such provisions may have his membership terminated as provided for in Article IV Section 4.  This association shall not retain the services of any business whose representatives do not agree to maintain the confidentiality required by these Bylaws.

Section 3. Representation

No member of the Association shall represent the Association or communicate in any manner any information concerning the Association or its members, or any business transacted or to be transacted or considered by the Association, or any of its Directors, Committees, Chapters, or Branch offices, or give out anything for publication, or purport to bind the Association in any manner whatsoever, unless authorized to do so by the President or Vice President or by a majority vote of the Board of Directors.

Section 4. Corporate Seal

 The seal of the corporation shall be circular in form and bear the name of the corporation, the year of its organization and the word "SEAL", the words denoting "CORPORATION NOT FOR PROFIT" and the state of incorporation.  The seal should be maintained by the Secretary / Treasure, used to identify an official original document certified by the Board of Directors.

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 Article XIV Dissolution

Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

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 Article XV Ratification

These Bylaws, as amended March 23, 2001, are approved and adopted this         10th      day of           April        , 2001.