BYLAWS

OF

THE PLANTATION COMMUNITY FOUNDATION, INC. (PCF)

(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 FEBRUARY 14, 2018

REVISIONS ADOPTED November 10, 2022

 

 

Article I.  Purpose

 

            Section 1.1.     Vision.             The vision of the Plantation Community Foundation, Inc. (Corporation) (PCF) is “Together we make a difference across our community”.

 

            Section 1.2.     Mission.           The Plantation Community Foundation is an organization dedicated to improving the quality of life of South Sarasota County residents by supporting organizations involved in social services, healthcare, educational, environmental, and cultural activities.      

Article II.  Members

 

Section 2.1.     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. 

 

Section 2.2.     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.  Memberships may be held jointly by residents of the same household, but such jointly held memberships are only entitled to one vote.

 

Section 2.3.     Annual Meeting.     The Annual Meeting of the members of the Corporation will be held on the second Monday in January unless changed by a majority vote of the Board of Directors, at the time and place specified in the notice of the meeting.

 

Section 2.4.     Special Meetings.     Special meetings of the members may be held when directed by the President or the Board of Directors or when a written request for a special meeting is submitted to the President by twenty percent (20%) or more of the members. A meeting requested by the members will be called for a date not less than ten nor more than 60 days after the request is delivered to the President.

 

Section 2.5.     Place.  Meetings of the members may be held in or out of Florida at the place specified in the notice of the meeting.

 

Section 2.6.     Fiscal Year.     The fiscal year for the Foundation will be July 1 to June 30.

 

Section 2.7.     Notice.     The call for a meeting will 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 may mail a written notice by first class mail or email sent to the street or email address shown in the records of the Corporation or will 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 may 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 a member objects to it because it is not legally called. Notice may be waived before, at, or after a meeting

 

Section 2.8.     Record Date.     The Board of Directors will 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 emailed, or if no notice to any member is mailed, the date on which notice is delivered, will be the record date for the determination of members.

 

Section 2.9.     Voting Record.     The Secretary will 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 will be kept at the principal office of the Corporation until the meeting. The list will 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 or email in the manner prescribed in the resolution.

 

Section 2.10.   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 statute or regulation unless all members entitled to vote are present or waive notice, in which case any business may be transacted.

 

 

Section 2.11.     Quorum.     One fourth (25%) of the members entitled to vote in person or by proxy constitute a quorum at a meeting of the members unless Florida statue or regulation requires a larger number when the number so required will 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 will 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 will not affect the validity of any action taken at the meeting or any adjournment of it

 

 Section 2.12.      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 may 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 will be sent in accordance with Section 2.7.

 

Section 2.13.     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 may 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.

 

Section 2.14.     Voting.     Each member entitled to vote at a meeting of the members is entitled to one vote on each matter presented at the meeting.

 

Section 2.15.      Resignation.     A member may resign by filing a written resignation with the Secretary.

 

Section 2.16.      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 will 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 will accord the member a fair and impartial hearing at the meeting, or at a subsequent time set by the Board. The Board of Directors will terminate the membership of a member who becomes ineligible for continued membership or who refuses to pay any sum due to the corporation.

 

 

Article III.  Directors

 

Section 3.1.     Function.     The business and property of the Corporation will be managed and the Board of Directors may exercise its corporate powers.

 

            Section 3.2      Responsibility.            The Board of Directors is responsible for:
 

1. Providing leadership in setting direction and making policy.
    
2. Ensuring the Board is accountable, independent, and transparent through its compliance with the Articles of Incorporation, and the Mission and Vision statements.
    
3. Conducts periodic reviews of new and evolving compliance matters affecting 501(c)(3) non-profit organizations.
    
4. Conducts an annual review of the Board’s structure and practices to ensure it is following its legal and financial duties.
    
5. In collaboration with the Board’s Marketing Committee, the Board of Directors conducts an annual review of the Foundation’s Strategic Plan and identifies strategies that will best enable the Foundation to advance its mission.

 

Section 3.3.     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 to improve the quality of life of South Sarasota County residents by supporting organizations involved in social services, health care, educational, environmental and cultural activities.

 

(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.

 

(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 3.4.         Number.     This corporation will have no less than five (5) or more than twelve (12) Directors.   The number of Directors from time to time may be fixed by the Board, which may also fix the length of term of any newly created Directorships and new Directors may be assigned terms so that, as nearly as possible, one third (1/3) of the Director’s terms may expire each year. 

 

Section 3.5      Qualifications.     Each Director will be at least 18 years of age.  Directors must be members of the Corporation.

 

Section 3.6.      Board Recruitment.     Each year the Board of Directors will review the foundation’s board requirements and prepare a list of potential candidates for the number of vacancies.  Existing Board members will be required to assist in the qualification process. A temporary Nominating Committee will be formed to socialize and promote future board openings and opportunities to our membership. Once a successful candidate is identified for each open Board position, the slate of candidate(s) will be submitted to the full Board of Directors for their approval not less than thirty (30) days prior to the annual membership meeting. Nothing herein may preclude nominations being made from the floor and in the event of a contested election, voting may be by secret written ballot, with a plurality of the votes cast being sufficient for election.

 

Section 3.7.      Election and Term.

 

(a)  All Directors will be elected for two-year terms. Election will be by a plurality of votes cast in person or by proxy, and each Director so elected will hold office until the election and qualification of their successor or until their earlier resignation, removal or death.

 

(b)  A Director may serve three consecutive two-year terms and may stand for election again after one year after their successor was elected.

 

(c)   Any Director filling a vacancy left by the resignation, removal or death of a Director during their two-year term is not disqualified from running for a directorship immediately upon the expiration of their partial term of less than two 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.

 

Section 3.8.     Vacancies.     Vacancies in the Board of Directors may 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 may serve the balance of the term of the Director he/she succeeds.

 

Section 3.9.      Quorum.     Fifty-one percent (51%) of currently seated Directors, present or by proxy, will constitute a quorum at a meeting of the Board of Directors. The act of a majority of the Directors present at a duly called meeting where a quorum is present is an act of the Board of Directors unless law requires a larger number, then the number so required may be the act of the Board of Directors.

 

Section 3.10.     Meetings.     The Annual Meeting of the Board of Directors may 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 will 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 may 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 may 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.

 

Section 3.11.    Voting.     A Director is presumed to assent to the actions taken at a Board meeting unless they vote against the action or abstains from voting.

 

Section 3.12.    Action Without Meeting.      The Board of Directors may act without a meeting if a written consent to the action is signed by all of the Directors or committee members. The consent will be filed in the minutes.

 

Section 3.13.     Place.     Meetings of the Board of Directors may be held in or out of Florida.

 

Section 3.14.     Other Committees.      The Board of Directors will establish standing committees by resolution. The standing committees are defined as Finance, Fundraising, Grants, Marketing/Communications, Membership and Volunteers. The Board of Directors or the President may establish temporary committees.

 

1. Upon assuming office, and within forty-five (45) days after an annual election, Board liaisons, standing and temporary chairpersons will be recommended to the Board by the President for their approval.

 

2. The structure of the standing and temporary committees consists of a Board liaison, chairperson and 2-3 volunteer corporation members. The duties of each committee will be defined by the President and approved by the Board.

 

3. The President may appoint and may remove a standing or temporary committee chairperson at any time. A majority (greater than 50%) 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 may be the act of the committee. Any committee, to the extent provided by resolution, will have all the authority of the board, except that no committee, regardless of resolution, may:
   • take any final action on matters which also requires board members; approval or approval of a majority of members;
   • fill vacancies on the board of directors or in any committee which has the authority of the board;
   • amend or repeal Bylaws or adopt new Bylaws;
   • amend or repeal any resolution which by its express terms is not so amendable or repealable;
   • appoint any other committees or the members of these committees;
   • expend corporation funds to support a nominee for director; or approve any transaction:

(i) to which the corporation is a party and one or more directors have a material financial interest;

(ii) between the corporation and one or more of its directors or between the corporation or any person in which one or more of its directors have a material financial interest.

Article IIII.  Officers

 

Section 4. 1.

 

(a)  The Board of Directors will elect a President, a Vice President, a Secretary and a Treasurer, all of whom must be members of the Board of Directors. The provisions of Section 3.7 of these Bylaws will 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 their term of office as a Director expired at the end of their first term as President.

    

(b)  The selection of officers will 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 will be until the next annual meeting unless sooner terminated by resignation, removal or death.

 

Section 4.2.      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 will preside at meetings of members and the Board of Directors. The board president leads the board of directors in performing its duties and responsibilities.

 

Section 4.3.     Vice President.     The Vice President is recommended to be the most tenured director on the board and may act as the President in the absence or inability to serve of the President. The vice president normally assumes the role of the president at the completion of the outgoing president’s term of office.

 

Section 4.4.     Directors.    All Directors must perform the duties prescribed by the Foundation’s bylaws and Board of Directors.

 

Section 4.5.     Secretary.     The Secretary has custody of and will maintain the corporate records except the financial records, will record the minutes of meetings of the Board of Directors and members, will send notices of meetings required to be sent by him/her and must perform the other duties prescribed by the Board of Directors. Most importantly, it’s the job of the nonprofit secretary to certify any board resolution such as amendments to the bylaws and the articles of incorporation.

 

Section 4.6.      Treasurer.     The role of a nonprofit board treasure is leading and overseeing of the financial affairs of the foundation. The board treasurer oversees budgeting, financial reports, tax and information returns (form 990), employment accounting and forms, and anything and everything financially related in the affairs of the corporation. The Treasurer has custody of all corporate funds and financial records and will 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 must perform the other duties prescribed by the Board of Directors.

 

Section 4.7.      Immediate Past President.  The Immediate Past President may remain a member of the Board of Directors in an advisory role for a period of one year but will have no voting rights.

 

Section 4.8.     Removal.     An officer may be removed by a two-thirds vote of the Directors at any meeting of the Board of Directors.

 

Section 4.9.    Vacancies.    The President with the approval of the Board of Directors may fill a vacancy in any office.

 

 

Article V.  Certificates of Membership

 

Section 5.     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.

 

 

Article VI.  Execution of Instruments

 

Section 6.1.     Execution.      The President or a Vice President may 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 6.2.      Form of Seal.     The Board of Directors may designate the form of corporate seal from time to time.

 

 

Article VII.  Records

 

Section 7.1.     Required Records.     The Corporation will keep correct and complete books or records of account and minutes of the proceedings of members and the Board of Directors.

 

Section 7.2.     Inspection.     The records of accounts and minutes will 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.

 

Section 7.3.    Annual Financial Record.     Unless modified by resolution of the members, within five months after the close of each fiscal year, the Corporation will 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 will mail or email a copy of the balance sheet and profit and loss statement to any member who requests it in writing. The bank statements, balance sheets and profit and loss statements will be filed in the registered office of the corporation, will be kept for seven (7) years, and may be subject to inspection during ordinary business hours by any member.

 

Section 7.4.     A document retention policy that establishes standards for document integrity, retention, and destruction and promotes the proper treatment of the Plantation Community Foundation is maintained by the board secretary and available in the office.

 

 

 

Article VIII.  Annual Report

 

Section 8.     The Corporation will file an annual report as required by law with the public officer designated by law and may pay tax or fee imposed by law for filing it.

 

Article IX.  Registered Agent

 

Section 9.     The Corporation will 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 will notify the public officer designated by law of the change.

 

Article X.  Prohibited Acts

 

Section 10.1.     Transfer of Property.  The Corporation will 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.

 

Section 10.2.     Dividends.      The Corporation will pay no dividend to a member.

 

Section 10.3.     Sale of All Assets.         The Corporation will 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 will summarize the proposed transaction. Authorization for the transaction will 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.

 

 

Article XI. Special Policies

 

Section 11.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 may 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 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 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.

 

Section 11.2.      Indemnification.          The Corporation will 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 their corporate relationship in the manner and subject to the limitations prescribed by Florida law. The Corporation will purchase and maintain insurance against liability for all Directors, officers, employees and agents of the Corporation even if the Corporation could not indemnify him/her under this bylaw or under law.

 

Section 11.3.   Nondiscrimination Policy.      The officers, committee members, employees and persons served by this corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, religion, national origin, and sexual orientation.

It is the policy of the Plantation Community Foundation not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion or national origin.

 

Section 11.4.   Counter-Terrorism and Due Diligence Policy.           In furtherance of its tax exemption by contributions to other organizations, domestic or foreign, the Plantation Community Foundation will stipulate how the funds will be used and will require the recipient to provide the corporation with detailed records and financial proof of how the fund were utilized.

Although adherence and compliance with the US Department of the Treasury’s publication the “Voluntary Best Practice for US. Based Charities” is not mandatory, the Plantation Community Foundation willfully and voluntarily recognizes and puts to practice these guidelines and suggestions to reduce, develop, re-evaluate and strengthen a risk-based approach to guard against the threat of charitable funds or exploitation of charitable activity by terrorist organizations and their support networks. The Plantation Community Foundation will also comply and put into practice federal guidelines, suggestion, laws and limitation set forth by pre-existing U.S. legal requirements related to combating terrorist financing, which include, but are not limited to, various sanctions programs administered by the Office of Foreign Assets Control (OFAC) in regard to its foreign activities.

 

 

Article XII.  Amendment

 

Section 12.1.    Amendment Procedure.         These bylaws may be amended when necessary, by the affirmative vote of a two-thirds majority of the board of directors present at a duly called meeting for which a quorum has been established and is present. Written content of the proposed amendments must be distributed at least ten (10) days in advance with the meeting packet.

 

Section 12.2.   Bylaws Review.          The Board of Directors will conduct a review of these bylaws every three years and make recommendations for revisions where necessary for the board of director’s approval. Amendments to these bylaws will be consistent with the Articles of Incorporation, and in compliance with the laws of the State of Florida and Section 501(c)(3) of the Internal Revenue Code.

 

 

Article XIII.  Member Contributions

 

Section 13.1.     Contributions.     The Board of Directors will have the authority to determine the level of annual contributions required for continued membership and the time for payment.

 

Section 13.2.      Default.            If a member does not pay their annual contribution within 30 days after it is due, their membership may be terminated by the Board of Directors as provided in Section 2.16.

 

Article XllII.  Gender

 

Section 14.    Whenever in these Bylaws a person or an office is referred to in the masculine gender, the term will be intended to mean and include a person of either sex and the same intention and interpretation may apply to the plural mention of persons.

 

 

 

Article XV.  Distribution of Endowed Funds

 

Section 15.    Gulf Coast Community Foundation Agency Fund Agreement signed and dated December 29, 2011 replacing Agreement signed in 2000. 

 

Section 15.1.  Distribution of the Endowed funds may exceed the 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:

 

1. The proposed excess withdrawal amount and purpose must be presented and voted upon at two consecutive regular monthly meetings of the PCF board, or at one regular and one emergency meeting of the PCF board separated by at least one week.
2. A two-thirds majority of the PCF Board must approve such excess withdrawal at each of these two required meetings.  The meeting minutes will serve as proof of approval by the PCF Board.