FLORIDA WATER ADVOCATES, INC.
ARTICLE I. PURPOSE
Section 1. Purpose. Florida Water Advocates, Inc. (the “Corporation”) shall be organized and operate exclusively as a tax exempt organization within the meaning of section 501(c)(4) of the Internal Revenue Code and its Regulations, as now in effect or as may be hereafter be amended (the “Code”) and relevant portions of Chapter 617, Florida Statutes, the Florida Corporations Not for Profit Act (the “Act”). Without limitation to the foregoing, the Corporation’s primary activities are those related to outreach, education and advocacy in connection with increased funding for development of water resources, water supplies and water infrastructure.
Section 2. Limitations and Restrictions. No part of the net earnings of the Corporation shall inure to the benefit of any director, officer of the Corporation, or any other person (except that the Corporation may pay reasonable compensation for services rendered to or on behalf of the Corporation and may make other payments and distributions in furtherance of one or more of its purposes), and no director, officer of the Corporation, or any other person shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the Corporation. The Corporation shall pay no dividends.
The Corporation shall not, directly or indirectly, participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Notwithstanding any other provision of these Bylaws, the Corporation shall not conduct or carry on activities not permitted to be conducted or carried on by an organization exempt from federal income tax under Section 501(c)(4) of the Code.
ARTICLE II. MEMBERSHIP
Upon payment of a membership fee, as shall be determined from time to time by the Board of Directors (“Board”), and upon approval by the Board, any person may become a member (“Member”) of the Corporation. Membership in the Corporation shall strictly be an honorary designation for purposes of acknowledging a person’s affiliation with the Corporation. Members shall have no voting rights. The Board may terminate a Member’s membership with or without cause. The Corporation shall keep a membership list or book containing, in alphabetical order, the name and address of each Member. Membership is not transferable or assignable without prior approval of the Board.
ARTICLE III. OFFICERS AND REGISTERED AGENT
Section 1. Principal Office. The Corporation shall maintain its principal office in Leon County, Florida, at such place designated by the Board.
Section 2. Registered Office and Registered Agent. The Corporation shall at all times maintain a registered office in the State of Florida, which registered office need not be the same as the Corporation’s place of business. The Board may change the Corporation’s registered office from time to time. The Corporation shall also continuously maintain a registered agent in the State of Florida whose business office shall be located at the Corporation’s registered office. The Corporation shall comply with all filing requirements relating to any designation or change of the registered office or registered agent as may be required by law.
Section 3. Other Business Office(s). The Corporation may have such other business office(s), either within or without the State of Florida, as the Board may designate from time to time.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. Number and Qualifications. The Corporation shall be managed by a Board of Directors (“Board”) consisting of not less than three (3) individuals who are eighteen (18) years of age or older. The number of Directors shall be set at the Annual Meeting of Directors (“Annual Meeting”) and may from time to time be increased or decreased (but not less than three ) by the Board at any time.
Section 2. Election and Terms of Directors. Directors shall be elected by a plurality of the votes cast by the Directors entitled to vote at the first Annual Meeting of Directors and at each Annual Meeting of the Directors thereafter.
The terms of the initial Directors of the Corporation expire at the first Annual Meeting of Directors. The terms of all other Directors expire at the next Annual Meeting of Directors following their election unless their terms are staggered. Despite the expiration of a Director’s term (but not on account of removal of a Director by the Board or Resignation of a Director), he/she shall continue to serve until his or her successor is elected and qualifies or until there is a decrease in the number of Directors.
Section 3. Resignation. A Director of the Corporation may resign at any time by delivering written notice to the Board, the Chairman of the Board or the Corporation. Such resignation shall take effect when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date, the Board may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date.
Section 4. Removal. Any Director may be removed at any time with or without cause by the Board.
Any vacancy created by removal of a Director shall be filled by the Board at the same meeting. Any Director who is removed from the Board shall not be eligible to stand for reelection until the next Annual Meeting of the Board. Any Director removed from office shall turn over to the Board within seventy-two (72) hours any and all records of the Corporation in his/her possession. If a Director who is removed shall not relinquish his/her office or turn over records as required under this section, the Circuit Court in the County where the Corporation’s principal office is located may summarily order the Director to relinquish his/her office and turn over corporate records upon application of any Director.
Section 5. Vacancies. Any vacancy occurring in the Board, including any vacancy created by reason of an increase in the number of Directors, may be filled by the affirmative vote of the Board. A vacancy that will occur at a specific later date (by reason of a Director’s resignation or otherwise) may be filled before the vacancy occurs but the new Director may not take office until the vacancy occurs. The term of a Director elected to fill a vacancy expires at the next Annual Meeting at which Directors are elected.
Section 6. Powers. Except as otherwise provided by the Corporation’s Articles of Incorporation and any Amendments thereto, all corporate powers shall be exercised by or under the authority of, and the business affairs of the Corporation shall be managed under the direction of, the Board. The Board shall make appropriate delegations of authority to the Officers and, to the extent permitted by law, by appropriate resolution, the Board may authorize one or more committees to act on its behalf when they are not in session.
Section 7. Compensation. Directors shall receive no compensation for their services as such, but nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.
Section 8. General Standards for Directors. A Director shall perform his/her duties as a Director or member of a committee: (a) in good faith, (b) in a manner reasonably believed to be in the best interest of the Corporation, and (c) with the care an ordinarily prudent person in a like position would exercise under similar circumstances. In performing such duties, a Director is entitle to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by:
- One or more officers or employees of the Corporation who the Director reasonably believes to be reliable and competent in the matters present; or
- Legal counsel, public accountants, or other persons as to matters which the Director reasonably believes are within such person’s professional or expert competence; or
- A committee of the Board of which he/she is not a Member if the Director reasonably believes the committee merits confidence.
A Director shall not be considered to be acting in good faith if he/she has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted. In performing his/her duties, a Director may consider such factors as the Director deems relevant, including the long-term prospects and interests of the Corporation, and the social, economic, legal, or other effects of any action on the employees, suppliers, customers of the Corporation or its subsidiaries, the communities and society in which the Corporation or its subsidiaries operate, and the economy of the state and nation. A Director who performs his/her duties in compliance with this section is not liable for any action taken as a Director, or any failure to take any action if he/she performed such duties in compliance with this section.
Section 9. Liability of Directors. A Director shall not be personally liable for monetary damages to the Corporation or any other person for any statement, vote, decision, or failure to act, regarding corporate management or policy, by a Director, unless the Director breached or failed to perform his/her duties as a Director and the Director’s breach of, or failure to perform, those duties constitutes:
- A violation of the criminal law, unless the Director had reasonable cause to believe his/her conduct was lawful or had not reasonable cause to believe his/her conduct was lawful. A judgment or other final adjudication against a Director in any criminal proceeding for a violation of the criminal law estops that Director from contesting the fact that the breach, or failure to perform, constitutes a violation of the criminal law; but does estop the Director from establishing that he/she had reasonable cause to believe that the conduct was lawful or had no reasonable cause to believe that the conduct was unlawful;
- A transaction from which the Director derived an improper personal benefit, either directly or indirectly;
- Recklessness (i.e., a conscious disregard of a risk known, or so obvious that it should have been known, to the Director, or so obvious that it should have been known to be so great as to make it highly probable that harm would follow from such action or omission) or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety or property.
Section 10. Director Conflicts of Interest. No contract or other transaction between the Corporation and one (1) or more of its Directors or any other corporation, firm association or entity in which one (1) or more of its Directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such Director or Directors are present at the meeting of the Board or a committee thereof which authorizes, approves or ratifies such contract or transaction or because the Director’s votes are counted for such purpose if:
- The fact of such relationship or interest is disclosed or known to the Board or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Director(s);
- The fact of such relationship or interest is disclosed or known to the Directors entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or
- The contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board or a committee.
Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board or a committee thereof which authorizes, approves or ratifies such contract or transaction. A conflict of interest transaction is authorized, approved, or ratified if it receives the vote of a majority of the Board entitled to be counted under this section. A Director who has a relationship or interest in a conflict of interest transaction may not be counted in a vote of the Board to determine whether to authorize, approve, ratify a conflict of interest transaction. A majority of the Board, whether or not present, that are entitled to be counted in a vote on a conflict of interest transaction constitutes a quorum for the purpose for the purpose of taking action under this section.
Section 11. Indemnification of Officers, Directors, Employees and Agents. The Corporation shall indemnify any person who was or is a party to any threatened, pending, or completed action, suit or other type of proceeding, whether civil, criminal, administrative or investigative and whether formal or informal and may in advance agree to defend, indemnify and hold such Director harmless if the Board determines that, more likely than not, such person would otherwise meet the requirements for indemnification as set forth below.
- (Other than an action by or in the right of the Corporation) by reason of the fact that he/she is or was a Director, Officer, employee or agent (including a volunteer) of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent (including a volunteer) of another corporation, joint venture, trust or other enterprise (including employee benefit plans), against any liability for judgments, settlements, penalties, fines (including excise taxes assessed with respect to any employee benefit plans) and expenses (including attorneys’ fees and costs) actually and reasonably incurred in connection with such an action, suit or other proceeding, including any appeal thereof, if he/she acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be in, or not opposed to, the best interests of the Corporation or, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful; and
- By or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he/she is or was a Director, Officer, employee or agent (including a volunteer) of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent (including a volunteer) of another corporation, partnership, joint venture, trust or other enterprise (including employee benefit plans) against expenses (including attorney’s fees and costs) and amounts paid in settlement, not exceeding, in the judgment of the Board, the estimated expense of litigating the proceeding to conclusion, actually and reasonable incurred in connection with the defense or settlement of such action, suit or other proceeding, including any appeal thereof, if he/she acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made under this subsection in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
To the extent that a Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or other proceeding referred to in subsections (a) or (b) above, or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses (including attorney’s fees and costs) and reasonably incurred in connection therewith.
Unless made pursuant to judicial determination, any indemnification under subsections (a) or (b) above shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, Officer, employee or agent of the Corporation is proper in the circumstances because he/she has met the applicable standard of conduct set forth in subsections (a) or (b) above. Such determination shall be made (i) by the Board counting only those Directors who were not parties to such action, suit or other proceeding; or, (ii) if such a quorum is not obtainable or, even if obtainable, by a majority vote of the committee duly designated by the Board consisting of two (2) or more Directors who were not at that time parties to the such action, suit or other proceeding; (iii) by independent legal counsel selected by the Board in subsection (1) above.
Evaluation of the reasonableness of expenses and authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible. However, if the determination of permissibility is made by independent legal counsel, persons specified by subsection (iii) of the preceding paragraph shall evaluate the reasonableness of expenses and may authorize indemnification.
Expenses (including attorneys’ fees and costs) incurred by an Officer, Director, employee, or agent (“Indemnitee”) in defending a civil or criminal action, suit or other proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or other proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or other proceeding upon receipt of an undertaking by, or on behalf of, such Indemnitee provided that such Indemnitee repay such amount to the Corporation if such Indemnitee is ultimately found not to be entitled to indemnification pursuant to this section. Expenses incurred by other employees and agents may be paid in advance upon such terms or conditions that the Board deems appropriate.
The indemnification and advancement of expenses provided pursuant to this section are not exclusive. The Corporation may make any other or further indemnification or advancement of expenses Indemnitee, under any bylaw, agreement, or disinterested Directors, or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office. However, indemnification or advancement of expenses shall not be made either in advance or after the fact to or on behalf of any Indemnitee if a judgment or other final adjudication establishes that his/her actions, or omissions to act, where material to the cause of action so adjudicated and constitute:
- A violation of the criminal law, unless the Director, Officer, employee or agent had reasonable cause to believe his/her conduct was lawful or had no reasonable cause to believe his/her conduct was unlawful;
- A transaction from which the Director, Officer, employee or agent derived an improper personal benefit;
- In the case of a Director, a circumstance under which liability for unlawful distributions may exist; or
- Willful misconduct or a conscious disregard for the best interests of the Corporation.
Indemnification and advancement of expenses as provided in this section shall continue, unless otherwise provided, when authorized or ratified, as to a person who has ceased to be a Director, Officer, employee, or agent and, unless otherwise provided when authorized or ratified, shall inure to the benefit of the heirs, executors, and the administrators of such person.
The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee or agent (including a volunteer) of another corporation, partnership, joint venture, trust or other enterprise (including employee benefit plans), against any liability for judgments, settlements, penalties, fines (including excise taxes assessed with respect to any employee benefit plan) and expenses (including attorneys’ fees and costs) actually and reasonably incurred in such capacity or arising out of his/her status as such, whether or not the Corporation would have the power to indemnify against such liability under the provisions of this section.
For purposes of this section, the term “serving at the request of the Corporation” includes any service as a Director, Officer, employee or agent of the Corporation that imposes duties on such persons, including duties relating to an employee benefit plan and its participants or beneficiaries, and the term “not opposed to the best interest of the Corporation” describes the actions of a person who acts in good faith and in a manner reasonably believed to be in the best interest of the participants and beneficiaries of an employee benefit plan.
ARTICLE V. MEETINGS
Section 1. Meetings. The Board shall meet at least one (1) time per year (“Regular Meeting”) with the location to be determined by the Board, and which shall be announced at the end of each Regular Meeting. Special meetings (“Special Meetings”) of the Board may be called by the President or by any three (3) members of the Board making demand therefor to the Secretary. The Annual Meeting of the Board shall be held in September of each Fiscal Year.
During a duly called meeting, a majority of the Directors present, whether or not a quorum then exists, may adjourn any meeting of the Board to another time and place. Notice of any such adjourned meeting shall be given to the Directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of adjournment, to the other Directors. A Director shall be deemed present at a meeting of the Board if a conference telephone or similar communications equipment is used, by means of which all persons participating in the meeting may simultaneously hear each other.
Section 2. Action by Directors Without a Meeting. Any action required or permitted to be taken by the Board of by a committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors or committee members, as the case may be. Any such action taken is effective as a meeting vote when the last Director or committee member signs the consent, unless the consent specifies a different effective date.
Section 3. Notice of Meetings. Regular meetings of the Board may be held without notice of the date, time, place or purpose of the meeting. Special meetings of the Board must be preceded by at least two (2) days’ notice of the date, time, and place of the meeting. Notice may be communicated in person or by telephone (where oral notice is reasonable under the circumstances), by telecopy or by mail in any manner prescribed by FS Section 617.0141, or if that section is no longer in existence, by a successor statutory provision. Written notice is effective on the earlier of receipt or five (5) days after deposit in the United States mail with the last known address and postage prepaid.
Section 4. Waiver of Notice. A Director may waive the requirement of notice of a meeting of the Board by signing a waiver of notice either before or after the meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place or time of such meeting or the manner in which it has been called or convened, except that when the Director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.
Section 5. Quorum and Voting. A majority of the Directors (or of a committee) shall constitute a quorum for the transaction of business at any meeting of the Board (or by a committee). Except as otherwise required by law, by the Articles of Incorporation and any Amendments thereto or by these Bylaws, the affirmative vote of the majority of the Directors (or committee members) present at a meeting at which a quorum is present where a vote is taken shall be the act of the Board (or of the committee). A Director (or committee member) who is present at a meeting of the Board (or of a committee) at which corporate action is taken is presumed to have assented to the action taken unless the Director (or committee member) votes against or abstains from such action or objects at the beginning of the meeting (or promptly upon his/her arrival) to holding such meeting or transacting specified business at the meeting.
Section 6. Committees. The Board, by resolution adopted by a majority of the Board, may designate from among its members an Executive Committee and one (1) or more other committees each of which, to the extent provided in such resolution, shall have and may exercise all the authority of the Board, except as limited by law. Sections of these Bylaws which govern meetings, notice and waiver of notice, and quorum and voting requirements of the Board apply to committees and their members as well. The Board, by resolution adopted by a majority of the Board, may designate one (1) or more Directors as alternate members of any such committee who may act in the place and stead of any absent member or members at any meeting of such committee.
ARTICLE VI. OFFICERS
Section 1. Officers. The Officers of the Corporation shall include a President, a Secretary, and a Treasurer, each of whom shall be elected by the Board from time to time. Such other officers, assistant officers and agents as may be deemed necessary may be elected or appointed by the Board. The Board shall delegate to one (1) of the Officers the responsibility for authenticating records of the Corporation. Any two (2) or more offices may be held by the same person. The appointment of an Officer does not itself create rights.
Section 2. Election and Term of Office. The Officers of the Corporation shall be elected at the organizational meeting and at each annual meeting of the Board following the election of Directors. Each Officer shall hold office until the election of Directors at the next annual meeting of the Board. Despite the expiration of an Officer’s term (but not on account of removal of an Officer by the Board or Resignation of an Officer), such Officer will continue to serve until his/her successor is elected and qualifies.
Section 3. Resignation. An Officer may resign at any time by delivering written notice to the Corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Corporation accepts the future effective date, the Board may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date. An Officer’s resignation does not affect the Corporation’s contract rights, if any, with the Officer.
Section 4. Removal. The Board may remove any Officer at any time with or without cause. An Officer’s removal does not affect the Officer’s contract rights, if any with the Corporation.
Section 5. Vacancies. A vacancy in any office may be filled by the Board for the unexpired portion of the term.
Section 6. Salaries. The salaries of the Officers shall be fixed by the Board and no Officer shall be prevented from receiving such salary by reason of the fact that he/she is also a Director of the Corporation.
Section 7. President. The President shall be the chief executive officer of the Corporation; and, under the direction of the Board, shall have general responsibility for the management and direction of the business, properties and affairs of the Corporation. He/she shall have general executive powers, including all powers required by law to be exercised by a president of a corporation as such, as well as the specific powers conferred by these Bylaws or the Board.
Section 8. Vice President. In the absence of the President or in the event of his/her death, inability or refusal to act, the Vice President, if one has been appointed or elected by the Board (or in the event there are more than one (1) Vice Presidents, the Vice Presidents in the order of their appointment or election), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.
Each Vice President shall have general executive powers as well as the specific powers conferred by these Bylaws. Each Vice President shall also have such further powers and duties as may from time to time be conferred upon, or assigned to, him/her by the Board or the President.
Section 9. Secretary. The Secretary shall (a) keep the minutes of the proceedings of the Board in one (1) or more books provided for that purpose, (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, (c) be custodian of the corporate records and affix the corporate seal to all documents authorizing the use of the corporate seal, (d) be the registrar of the Corporation and keep a register of the post office addresses of all Directors which shall be furnished to the Secretary by the Directors and (e) in general perform all duties incident to the office of Secretary and such other duties assigned to the Secretary by the President or by the Board.
Section 10. Treasurer. The Treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the Corporation, (b) receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositaries as the Board may select, and (c) in general perform all of the duties assigned to the Treasurer by the President or by the Board. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board shall determine.
Section 11. Assistant Secretaries and Assistant Treasurers. If appointed, the Assistant Secretaries and Assistant Treasurers shall perform such duties as shall be assigned to them respectively by the President or by the Board.
ARTICLE VII. FISCAL MANAGEMENT
Section 1. Budget. The President shall present an annual budget for an approval at the Annual Meeting of the Board. The annual budget may be revised by vote of the majority of the Board present at a meeting at which this issue is discussed. It shall be the duty of all Officers and committees of the Board to adhere rigidly to the expenditures authorized by the budget; and as to such items as are of a continuing nature, not to expend a disproportionate part of the allowable disbursements for a period so as to deplete funds allocated to a later period. Any budget item expendable in bulk, as for example, a capital investment purchase of major equipment or property additions or improvements, shall not be authorized for payment except for decision of the Board.
The budget, to be compiled and submitted by the Corporation’s certified public accountant, the President, or a committee, as determined by the Board, shall reside with the Treasurer and shall be available for review by all Directors upon their request.
Section 2. Bank Accounts and Investments. The Corporation shall maintain an account with a depository approved by resolution of the Board, in which all monies of the Corporation will be deposited. Withdrawal of monies from such bank(s) will be only by checks signed by such persons as are designated by the Board. The Board may designate more than one person authorized to sign checks on behalf of the Corporation, and also may require more than one signature on checks. The Board shall file with the depository so selected a copy of the resolution embodying the designation of the signature specified in the foregoing section.
The Corporation may, by resolution of the Board, purchase investments in the form of common or preferred stock, bonds, debentures and shares of investments trusts. The Corporation may lease and maintain a safety deposit box in a chartered bank, trust company, or savings and loan association, in which shall be deposited all securities for the Corporation in the form of investments; except those being held in safekeeping by the brokerage house through with transactions are made and with whom the Corporation has an account.
ARTICLE VIII. AMENDMENTS
These Bylaws may be amended or repealed, in whole or in part, at any Regular or Special Meeting of the Board by a majority vote of the Directors present; provided that any such amendments are not inconsistent with any provision of the Articles of Incorporation or any Amendments thereto or any provisions set forth in Chapter 617, Florida Statutes, as may be amended from time to time. All such proposed amendments shall be submitted to the Secretary in writing at least two weeks before the meeting at which action thereon shall be taken. The Secretary shall furnish a copy of the proposed amendment(s) to the Bylaws to all members of the Board either personally or by mail, not less than eight (8) days before such meeting.
ARTICLE IX. DISSOLUTION
The Corporation may be dissolved at any time by a vote not less than a majority of all the members of the Board. Before voluntary dissolution of the Corporation may be effected, there shall be consultation with and written opinion received from the Corporation’s legal counsel. The Secretary shall furnish a copy of these written opinions to all members of the Board, either personally or by mail, no less than eight (8) days before such meeting at which such action thereon shall be taken. Upon dissolution, the Board shall, after making provisions for the payment of all liabilities and obligations of the Corporation, distribute all the assets of the Corporation to any exempt organization under Section 501(c)(4) or Section 501(c)(3) of the Internal Revenue Code, as amended, or any successor legislation as the Board (or in their absence as a court of competent jurisdiction) shall determine.
ARTICLE X. COORDINATION WITH ARTICLES OF INCORPORATION AND CHAPTER 617, FLORIDA STATUTES
Notwithstanding anything herein to the contrary, any provision contained in these Bylaws shall not apply to the extent such provision is inconsistent with applicable law or to the extent such provision is inconsistent with the Articles of Incorporation, as may be amended from time to time. The invalidity or unenforceability of any particular provision of these Bylaws shall not affect the other provisions thereof, and these Bylaws shall be construed in all respects as if such invalid or unenforceable provision had been omitted.
ARTICLE XI. MISCELLANEOUS
Section 1. Fiscal Year. The fiscal year (“Fiscal Year”) of the Corporation shall be January 1 through December 31. All determinations otherwise to be made shall be thereafter made with reference to the Fiscal Year.
Section 2. Corporate Seal. The seal of the Corporation shall be in circular form and shall have inscribed thereon the name of the Corporation, the year of its incorporation, and the state of incorporation (Florida), the words “Corporate seal” and the works “Corporation Not for Profit.”
Section 3. Execution of Instruments. All bills, notes, checks, other instruments for the payment of money, agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted on behalf on behalf of the Corporation by such officers, employees or agents of the Corporation as the Board may direct.
Section 4. Records. The Corporation shall keep as permanent records minutes of all meetings of the Board, a record of all actions taken by the Board without a meeting, and a record of all actions taken by a committee of the Board in place of the Board or on behalf of the Corporation. The Corporation shall maintain accurate accounting records. The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
Section 5. Adoption of Bylaws. These Bylaws shall supersede any and all prior Bylaws and shall be effective on the date adopted by the Board as of the date indicated herein.