(A Florida Non-Profit Corporation)
ORIGINALLY ADOPTED August 1, 1988
REVISIONS ADOPTED April 16,1991
REVISIONS ADOPTED April 13,1992
REVISIONS ADOPTED February 9, 1995
REVISIONS ADOPTED April 13,1995
REVISIONS ADOPTED April 9,1997
REVISIONS ADOPTED May 13, 2003
REVISIONS ADOPTED October 10, 2007
REVISIONS ADOPTED February 15, 2012
REVISIONS ADOPTED February14, 2018
Section 1.1. Qualifications. Such persons who are over the age of 18 and who are approved by the PCF Membership Committee Chairperson as being eligible to become members. (617.013)
Section 1.2. Manner of Admission. An individual or family may be admitted as a member of the corporation by applying in writing upon a form to be supplied by the corporation and tendering payment of the first year's membership contribution of $125.00 or other amount established from time to time by the Board of Directors.
Section 1.3. Annual Meeting. The Annual Meeting of the members of the corporation shall be held on the last Monday in October unless changed by a majority vote of the Board of Directors, at the time and place specified in the notice of the meeting. (607.084)
Section 1.4. Special Meetings. Special meetings of the members shall be held when directed by the President or the Board of Directors or when requested by 20% or more of the members. A meeting requested by the members shall be called for a date not less than ten nor more than 60 days after the request is delivered to the President. (607.084)
Section 1.5. Place. Meetings of the members may be held in or out of Florida at the place specified in the notice of the meeting. (607.084)
Section 1.6. Notice. The call for a meeting shall be issued by the Secretary unless the President or Board of Directors or members requesting the meeting designates another person to do so. The person designated to issue the call shall mail a written notice by first class mail sent to the address shown in the records of the corporation or shall deliver written notice of each meeting of the members to each member entitled to vote at the meeting not less than ten nor more than 60 days before the date set for the meeting. The notice shall state the purpose of the meeting and the time and place it is to be held. Attendance at a meeting by a member constitutes a waiver of notice unless at the beginning of the meeting he objects to it because it is not legally called. Notice may be waived before, at, or after a meeting. (607.084) (607.391)
Section l.7. Record Date. The Board of Directors may fix a date, not more than 60 nor less than ten days before the date set for a meeting of the members, as the record date on which the members of record who are entitled to notice of and to vote at the meeting, and any adjournment of it, are determined. If no date is fixed under this section, the date on which notice of the meeting is mailed, or if no notice to any member is mailed, the date on which notice is delivered, shall be the record date for the determination of members. (607.087)
Section 1.8. Voting Record. The Secretary shall make a list of the members entitled to vote at each meeting at least ten days before the meeting containing the name and address of each member. The list shall be kept at the principal office of the corporation until the meeting. The list shall be taken to and kept open at the meeting. Any member may inspect the list during the ten-day period or at the meeting. When authorized by resolution of the Board of Directors, voting may be conducted by mail in the manner prescribed in the resolution. (607.091)
Section l.9. Business Transacted. No act of the members is valid unless taken at a meeting called with notice given as provided in these Bylaws or unless all the members not present at the meeting waive notice. No business may be transacted except that specified in the notice or permitted by these Bylaws or by Florida law unless all members entitled to vote are present or waive notice, in which case any business may be transacted. (607.394)
Section 1.10. Quorum. One fourth of the members entitled to vote in person or by proxy constitute a quorum at a meeting of the members unless law requires a larger number when the number so required shall constitute a quorum. The act of a majority of members at a meeting at which a quorum is present is the act of the members unless law requires a larger number when the number so required shall be the act of the members. After a quorum is established, the withdrawal of members that reduces the number below that required for a quorum shall not affect the validity of any action taken at the meeting or any adjournment of it. (607.094)
Section 1.11. Adjournments. If a quorum is not present at a called meeting, the presiding officer may adjourn it from time to time without notice other than by announcement at the meeting of the time and place to which it is adjourned until a quorum attends. If the members decide to adjourn for any other reason, the meeting shall be adjourned in the same manner. Any business may be transacted at an adjourned meeting that might have been transacted at the meeting originally called. If the Board of Directors fixes a new record date after the adjournment, a new notice shall be sent in accordance with Section 1.6. (607.084)
Section 1.12. Proxies. A member entitled to vote at a meeting of the members may be represented and vote by a proxy, appointed in writing and delivered to the Secretary of the meeting. If two or more persons are named as proxies, a majority of them present at the meeting, or if only one is present, that one, has all authority conferred by the writing unless it provides otherwise. If the persons acting as proxies are evenly divided, the voting shall be prorated. A proxy expires 11 months after its date unless it provides otherwise. A proxy is not revoked by the death or incompetence of the member unless written notice of the death or the Secretary before the meeting receives incompetence. A proxy can be revoked at any time unless otherwise provided in the proxy and as authorized by law. Any document appointing a proxy may further provide authorization for the designated proxy to appoint a substitute to act for the proxy, on behalf of the member, with the right to exercise all powers conferred by the member upon the originally named proxy. (607.101)
Section l.13. Voting. Each member entitled to vote at a meeting of the members is entitled to one vote on each matter presented at the meeting. (607.097)
Section 1.14. Resignation. A member may resign by filing a written resignation with the Secretary.
Section 1.15. Termination. The Board of Directors may suspend or expel a member for cause by the affirmative vote of two-thirds of all members of the Board. The member shall be notified in writing of the cause for suspension or expulsion at least ten days before the meeting at which the Board of Directors will consider the question. If the member requests a hearing at or before the meeting, the Board shall accord him a fair and impartial hearing at the meeting, or at a subsequent time set by the Board. The Board of Directors shall terminate the membership of a member who becomes ineligible for continued membership or who refuses to pay any sum due to the corporation.
Section 2.1. Function. The business and property of the corporation shall be managed and the Board of Directors shall exercise its corporate powers. (607.111)
Section 2.2. Powers. The Board of Directors has the power to:
(a) Make contracts for the conduct of the business of the corporation.
(b) Conduct business, have one or more offices, and buy, hold, mortgage, sell, transfer, convey, improve, lease, create a security interest in or otherwise dispose of real or personal property in this or any other state, territory, possession or dependency of the United States and in foreign countries.
(c) Purchase the assets of other corporations.
(d) Acquire, use and dispose of patents, trademarks, copyrights, licenses or rights or interests in them.
(e) Lend money for corporate purposes, hold, sell, transfer and convey property to obtain payment of a debt or liability to the corporation.
(f) Subscribe for, endorse, purchase, hold, sell, vote, transfer, mortgage, pledge, use or otherwise dispose of the shares of the capital stock of, or any bonds, securities or other evidence of debt issued by other corporations, associations, partnerships, or natural persons or governmental agencies and exercise all the rights, powers and privileges of ownership, including the right to vote stock.
(g) Sue and be sued in the corporate name.
(h) Make gifts and grants for community and civic activities; cultural activities and events, educational and scientific activities; environmental activities; recreational, fitness and athletic activities; social and health services; youth and elder programs; and in general make a gift or grant which may seem appropriate to and consistent with the announced intentions of the Foundation's purposes as the same may be from time to time.
(i) Contract debts and borrow money at such rates of interest, not to exceed the legal rate, and on such terms as are necessary or expedient and issue and sell or pledge bonds, debentures, notes and other evidence of debt, whether secured by corporate property or not.
(j) Exercise all other powers conferred by statute, the common law or these Bylaws on corporations or Directors.
(k) Set the level of membership contributions required for membership in the corporation. (617.021)
(l) Establish the requirements for selection of persons to the honorary position of President Emeritus and the rights, privileges, duties and tenure of the position.
Section 2.3. Number. This corporation shall have no less than three (3) or more than nine (9) Directors. The number of Directors from time to time shall be fixed by the Board, which shall also fix the length of term of any newly created Directorships and new Directors shall be assigned terms so that, as nearly as possible, one third (1/3) of the Director’s terms shall expire each year. (617.013)
Section 2.4 Qualifications. Each Director shall be at least 18 years of age. Directors must be members of the corporation. (607.026)
Section 2.5. Nominating Committee. Each year the President shall form a temporary Nominating Committee and appoint three or more members of the Corporation thereto no less than ninety (90) days prior to the annual meeting. The President shall designate one of such members as Chairperson. After meeting as often as they deem necessary, the Nominating Committee shall submit their choice of one candidate for each of the Director positions that must be filled at the annual meeting, and one or more candidates for each other position that must be filled at the annual meeting, to the Board of Directors at least forty-five (45) days prior to the annual membership meeting. Nothing herein shall preclude nominations being made from the floor and in the event of a contested election, voting shall be by secret written ballot, with a plurality of the votes cast being sufficient for election.
Section 2.6. Election and Term.
(a) All Directors shall be elected for three-year terms. Election shall be by a plurality of votes cast in person or by proxy, and each Director so elected shall hold office until the election and qualification of his successor or until his earlier resignation, removal or death.
(b) A Director may serve two consecutive three-year terms and may stand for election again after one year after his successor was elected.
(c) Any Director filling a vacancy left by the resignation, removal or death of a Director during his three year term is not disqualified from running for a directorship immediately upon the expiration of his partial term of less than three years.
(d) Directors may be removed with or without cause by a majority vote of the members at a meeting of the members called for that purpose. (607.114) (607.117)
Section 2.7. Vacancies. Vacancies in the Board of Directors shall be filled by a majority vote of the Directors remaining in office even though the remaining Directors do not constitute a quorum, and the person so appointed shall serve the balance of the term of the Director he/she succeeds. (607.114)
Section 2.8. Quorum. Five Directors, present or by proxy, shall constitute a quorum at a meeting of the Board of Directors. The act of a majority of the Directors present at a meeting when a quorum is present is the act of the Board of Directors unless law requires a larger number when the number so required shall be the act of the Board of Directors. (607.121)
Section 2.9. Meetings. The Annual Meeting of the Board of Directors shall be held immediately following the Annual Meeting of members without notice. Regular meetings may be scheduled by resolution and held thereafter without notice. Other meetings may be held at the times and places the Board of Directors fixes or on the call of the President or any two Directors. The Secretary shall give notice of each special meeting to each Director not less than two days before the meeting unless a Director waives notice at, before, or after the meeting. Notice shall be given by personal delivery, mail, cable, fax, email, or telegram. Attendance at a meeting by a Director constitutes a waiver of notice unless at the beginning of the meeting he objects to it because it is not legally called. Any business may be transacted at a meeting at which all Directors are present, even though without notice, but otherwise only the business specified in the notice shall be transacted. Members of the Board of Directors may participate in a meeting by telephone or similar communication equipment if all persons participating can hear each other. (607.131)
Section 2.10. Voting. A Director is presumed to assent to the actions taken at a Board meeting unless he votes against the action or abstains from voting. (607.121)
Section 2.11. Action Without Meeting. The Board of Directors or Executive Committee may act without a meeting if a written consent to the action is signed by all of the Directors or committee members. The consent shall be filed in the minutes. (607.134)
Section 2.12. Place. Meetings of the Board of Directors may be held in or out of Florida. (607.131)
Section 2.13. Executive Committee. By resolution adopted by a majority of the Board of Directors, the Board may designate two or more of their number to constitute an Executive Committee that has and may exercise the powers of the Board of Directors to the extent provided in the resolution and except as prohibited by law. Members of an Executive Committee may participate in a meeting by telephone or similar communication equipment if all persons participating can hear each other. The Executive Committee may not incur or contract for any expense in excess of One Thousand ($1,000.00) Dollars, except as provided for in budgets previously approved by the Board of Directors. (607.127)
Section 2.14. Operating Committee. The chairpersons of all standing committees, together with the President, Secretary and Treasurer, shall constitute an Operating Committee which will meet regularly at the direction of the Board of Directors and under the chairmanship of the President for planning, reporting and developing recommendations to the Board of Directors.
Section 2.15. Other Committees. The Board of Directors may establish standing committees by resolution. The Board of Directors or the President may establish temporary committees. The President shall appoint and may remove at any time the Committee Chairpersons all of whom shall be members of the corporation. All members of the Grant Award Committee shall be members of the corporation. A majority of a committee constitutes a quorum, and the act of a majority of the members of the committee present at a meeting at which a quorum is present shall be the act of the committee. Upon assuming office, and within twenty (20) days after an annual election, the President shall approve the Chairpersons of the following committees: Membership, Grants Review, Finance, Publicity, and any other committee the Board may deem necessary. Memberships on such committees shall be by proposal of the Chairperson to the Board of Directors, which shall thereupon approve or disapprove thereof, but the Board of Directors may delegate the authority to appoint committee members to the Chairpersons of the committees. The President shall define the duties of each committee. The President may create other committees to serve during his term of office, with the same provisions as above for Chairpersons and committee membership.
Section 3. 1.
(a) The Board of Directors may elect a President, a First Vice President, a Secretary and a Treasurer, all of whom must be members of the Board of Directors. The provisions of Section 2.6 of these Bylaws shall control service of continuous terms of office. A person who is serving a term as President may be reelected as President once for the next succeeding year although his term of office as a Director expired at the end of his first term as President.
(b) The selection of officers shall be the first order of business at the Board of Directors meeting, chaired by the outgoing President, immediately following the Annual Meeting. The term of office of each person selected shall be until the next annual meeting unless sooner terminated by resignation, removal or death.
Section 3.2. President. The President has general and active management of the business and affairs of the corporation, subject to the directions of the Board of Directors, and shall preside at meetings of members and the Board of Directors.
Section 3.3. First Vice President. The elected First Vice President shall be a Vice President holding the oldest appointment to that office and shall act as the President in the absence or inability to serve of the President.
Section 3.4. Vice President. All Vice Presidents shall perform the duties prescribed by the Board of Directors. (607.15 1)
Section 3.5. Secretary. The Secretary has custody of and shall maintain the corporate records except the financial records, shall record the minutes of meetings of the Board of Directors, Executive Committee and members, shall send notices of meetings required to be sent by him and shall perform the other duties prescribed by the Board of Directors. (607.15 1)
Section 3.6. Treasurer. The Treasurer has custody of all corporate funds and financial records and shall keep full and accurate accounts of receipts and disbursements and render account of them when required by the President or Board of Directors and at the Annual Meeting of members and shall perform the other duties prescribed by the Board of Directors. (607.15 1)
Section 3.7. Immediate Past President. The Immediate Past President shall remain a member of the Board of Directors in an advisory role for a period of one year but shall have no voting rights.
Section 3.8. Removal. An officer may be removed by a two-thirds vote of the Directors at any meeting of the Board of Directors. (607.154)
Section 3.9. Vacancies. The President with the approval of the Board of Directors or the Executive Committee shall fill a vacancy in any office. (607.154)
Section 4. The corporation may issue a certificate to each member evidencing the member's membership in the corporation in the form prescribed by the Board of Directors from time to time.
Section 5.1. Execution. The President or a Vice President shall execute corporate instruments unless some other person is designated to execute the instrument by the Board of Directors. The Board of Directors may authorize any person to execute instruments for the corporation. Attesting by the Secretary or affixing the corporate or common seal of the corporation is not necessary for the validity of an instrument executed on behalf of the corporation unless law requires affixing the seal. A common seal may be used when expedient instead of the corporate seal. Witnesses to the execution of an instrument on behalf of the corporation are not necessary to its validity unless required by law.
Section 5.2. Form of Seal. The Board of Directors shall designate the form of corporate seal from time to time.
Section 6.1. Required Records. The corporation shall keep correct and complete books or records of account and minutes of the proceedings of members, the Board of Directors and the Executive Committee. (607.157)
Section 6.2. Inspection. The records of accounts and minutes shall be open for inspection at reasonable times by any member. Persons entitled to inspect the records may make extracts from them. The right to inspect does not extend to a person who has used or proposes to use the information for an improper purpose or who is not acting in good faith. (607.157)
Section 6.3. Annual Financial Record. Unless modified by resolution of the members, within five months after the close of each fiscal year, the corporation shall prepare a balance sheet showing in reasonable detail the financial condition of the corporation at the close of the fiscal year and a profit and loss statement showing the results of its operations during the fiscal year. The corporation shall mail a copy of the balance sheet and profit and loss statement to any member who requests it in writing. The balance sheets and profit and loss statements shall be filed in the registered office of the corporation, shall be kept for five (5) years, and shall be subject to inspection during ordinary business hours by any member. (607.157)
Section 7. The corporation shall file an annual report as required by law with the public officer designated by law and shall pay tax or fee imposed by law for filing it. (607.357)
Section 8. The corporation shall maintain an office in Florida with a registered agent on whom process may be served. The resident agent may be an individual or corporation. When a change of office location or resident agent is made, the Secretary shall notify the public officer designated by law of the change. (617.023) (607.034)
Section 9.1. Transfer of Property. The corporation shall not transfer any of its property to a Director, officer or member, directly or indirectly, for any consideration other than the value of the property paid in cash. (607.011)
Section 9.2. Dividends. The corporation shall pay no dividend to a member. (617.011)
Section 10.l. Conflict of interest. No contractor or their transaction between the corporation and one or more of its Directors or any other corporation, partnership or association in which one or more of the Directors of this corporation are financially interested shall be void or voidable because of that relationship or interest or because the interested Directors are present at a meeting of the Board of Directors or Executive Committee that authorizes, approves or ratifies the contract or transaction or because his or their votes are counted for the purpose if the relationship or interest is disclosed or known to the Board of Directors or Executive Committee and its action is taken by a vote that is sufficient without counting the votes of the interested Directors. Interested Directors may be counted for a quorum at the meeting regardless of their interest. (607.124)
Section 10.2. Sale of All Assets. The corporation may not lease, sell, exchange or otherwise dispose of all, or substantially all, of its property and assets unless the Board of Directors adopts a resolution recommending the sale, lease, exchange or other disposition and the members authorize the transaction. The notice of the members' meeting at which the matter is to be considered shall summarize the proposed transaction. Authorization for the transaction shall be made by a vote of a majority of the members entitled to vote on the proposal. The members may modify the proposed transaction and approve it as modified. After authorization by the members, the Board of Directors may abandon the transaction without further action or approval by the members. (607.241)
Section 10.3. Indemnification. The corporation may indemnify any person who was or is a party or may be made a party to any threatened, pending legal or administrative action or proceeding when the person indemnified is or was a Director, officer, employee or agent of the corporation and is a party to the action or proceeding because of his corporate relationship in the manner and subject to the limitations prescribed by Florida law. The corporation may purchase and maintain insurance against liability for all Directors, officers, employees and agents of the corporation even if the corporation could not indemnify him under this bylaw or under law. (607.014)
Section 11. The Board of Directors may make, amend or repeal any Bylaws at a meeting of the Board of Directors by a majority vote of those entitled to vote. (617.021) (607.081)
Section 12.1. Contributions. The Board of Directors shall have the authority to determine the level of annual contributions required for continued membership and the time for payment.
Section 12.2. Default. If a member does not pay his annual contribution within 30 days after it is due, his membership may be terminated by the Board of Directors as provided in Section l.15. (617.10)
Section 13. Whenever in these Bylaws a person or an office is referred to in the masculine gender, the term shall be intended to mean and include a person of either sex and the same intention and interpretation shall apply to the plural mention of persons.
Article XIV. Distibution of Endowed Funds
Section 14. Gulf Coast Community Foundation Agency Fund Agreement signed and dated December 29, 2011 replacing Agreement signed in 2000.
Section 14.1. Distribution of the Endowed funds may exceed 4% annual spending allowance, as long as the excess distribution will be used in furtherance of the PCF charitable mission, and only if the following requirements are met: