OLDE ENGLEWOOD VILLAGE COMMUNITY DEVELOPMENT CORPORATION
This corporation is organized as a corporation not for profit in accordance with the provisions of Chapter 617, Florida Statutes, to facilitate the Olde Englewood Village Neighborhood community neighborhood revitalization and beautification through efforts which will include economic, business, civic, social, and recreational services that will benefit the residents as a whole as well as surrounding communities and neighborhoods; and for such other charitable, scientific, literary or educational purpose as the Board of Directors may deem appropriate.
No part of the net earnings of the corporation shall inure to the benefit of any member, director, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of Its purposes), and no member, director, officer of the corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation.
The corporation shall use or distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code or corresponding provisions of any subsequent federal tax laws.
The corporation shall not engage in any act of self-dealing as define in Section 4941(d} of the Internal Revenue Code or corresponding provisions of any subsequent federal tax laws.
The corporation shall not retain any excess business holding as defined in Section 4943(c) of the Internal Revenue Code or corresponding provisions of any subsequent federal tax laws, which would subject the corporation to tax under Section 4943 of the Code.
The Corporation shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code or corresponding provisions of any subsequent federal tax laws.
Upon the dissolution of the corporation or the winding up of its affairs, the assets of the corporation shall be distributed exclusively to charitable, religious, scientific, literary, or educational organizations within the Olde Englewood Village community of Sarasota County.
The registered office of the Corporation shall be in the County of Sarasota, State of Florida. The Corporation also may have offices at such other places within or without the State of Florida, as the Board determines from time to time or the business of the Corporation requires.
Board of Directors
Section 1. General Powers. The Board of Directors shall manage and direct the activities and affairs of the Corporation.
Section 2. Number of Board Members. The Board shall consist of five (5) or more members. The number of directors may be reduced or increased at the annual meeting of the Board of Directors by action of a majority of the entire Board but shall never be fewer than five (5) or more than fifteen (15). No decrease may shorten the term of an incumbent director. When used in these By-Laws, the phrase “entire Board” means the total number of directors serving at any applicable time. Only one board member per member business is permitted to serve on the board at the same time.
Section 3. Nominations to the Board. Once the Board of Directors has decided on the number of directors, nominations come from the general membership or from the Board of Directors. Nominees must be a member of the organization in good standing at the time of their selection.
Section 4. Election and Term. Except as otherwise provided by law or by these By-Laws, the directors shall be elected at the annual meeting of the Board of Directors and the persons receiving a majority of the votes cast shall be so be elected. Directors shall be elected to a two-year term office. In order to maintain a stable continuity of the structure of the Board, one half of the Board shall be elected one -year, with the other half being elected the following year. Subject to his or her earlier death, resignation or removal as provided in Section 4 of this Article III, each director shall hold office until his or her successor shall have been duly elected and shall have qualified.
Section 5. Removal. A director may be removed at any time, with or without cause, by action of the majority of the Board of Directors.
Section 6. Resignations. Any director may resign at any time by giving written notice of his or her resignation to the Secretary of the Board of Directors. A resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt, and unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.
Section 7. Vacancies. Any vacancy in the Board arising from an increase in the number of directors or otherwise may be filled by the vote of a majority of the directors then in office, though less than a quorum, or by a sole remaining director. Subject to his or her earlier death, resignation or removal as provided in Section 4 of this Article III, each director so elected shall hold office until his or her successor shall have been duly elected and shall have qualified.
Section 8. Place of Meetings. Except as otherwise provided in these By-Laws, all meetings of the Board shall be held at such places, within or without the Stage of Florida, as the Board determines from time to time.
Section 9. Annual Meeting. The annual meeting of the Board shall be the first meeting of the calendar year.
Section 10. Regular Meetings. Regular meetings of the Board shall be held on such dates and at such places and times as the Board determines. Notice of regular meetings m tings need not be given, except as otherwise required by law.
Section 11. Special Meetings. Special meetings of the Board may be called by the President and shall be called by the President or the Secretary upon the written request of a majority of the directors. The request shall state the date, time, place and purpose or purposes of the proposed meeting.
Section 12. Notice of Meetings. Notice of each special meeting of the Board (and of each annual meeting held pursuant to Section 8 of this Article III) shall be given, not later than 24 hours before the meeting is scheduled to commence, by the President or the Secretary and shall state the place, date and time of the meeting. Notice of each meeting may be delivered to a director by hand or given to a director orally (whether by telephone or in person) or mailed or e-mailed to a director at his or her residence or usual place of business, provided, however, that if notice of less than 72 hours is given it may not be mailed. If mailed, the notice shall be deemed to have been given when deposited in the United States mail, postage prepaid. Notice of any meeting need not be given to any director who shall submit, either before or after the meeting, a waiver of notice or who shall attend the meeting, except if such director shall attend for the express purpose of objecting at the beginning thereof to the transaction of any business because the meeting is not lawfully called or convened. Notice of any adjourned meeting, including the place, date and time of the new meeting, shall be given to all directors not present at the time of the adjournment, as well as to the other directors unless the place, date and time of the new meeting is announced at the adjourned meeting.
Section 13. Quorum. Except as otherwise provided by law or in these By-Laws, at all meetings of the Board a majority of the entire Board shall constitute a quorum for the transaction of business, and the vote of a majority of the directors present and directors represented by proxy at a meeting at which a quorum is present shall be the act of the Board. A majority of the directors’ present, whether or not a quorum is present, may adjourn any meeting to another place, date and time.
Section 13A. Proxy. When a vote is being taken by the Board of Directors, a director may cast his/her vote by submitting a written proxy to another director who will be in attendance at the meeting.
Section 14. Conduct of Meetings. At each meeting of the Board, the Chairman of the Board of Directors or, in his or her absence, a director chosen by a majority of the directors’ present shall act as Chairman of the meeting.
The Secretary or, in his or her absence, any person appointed by the Chairman of the meeting shall act as Secretary of the meeting and keep the minutes thereof. The order of business at all meetings of the Board shall be as determined by the Chairman of the meeting.
The rules contained in “Robert’s Rules of Order”, revised, shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with the organizations By-Laws.
In matters of routine business, the Presiding Officer may use instead of Motions, Seconds, and Voting, the term “If there are no objections, the… (minutes, reports, etc.) will be accepted as presented.”
Section 15. Committees of the Board. The Board, by resolution adopted by a majority of the entire Board, may designate an executive committee and other committees, each consisting of one (I) or more directors. Each committee (including the members thereof) shall serve at the pleasure of the Board and shall keep minutes of its meetings and report the same to the Board. The Board may designate one or more directors as alternate members of any committee. Alternate members may replace any absent or disqualified member or members at any meeting of a committee. In addition, in the absence or disqualification of a member of a committee, if no alternate member has been designated by the Board, the members present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of the absent or disqualified member.
Except as limited by law, each committee, to the extent provided in the resolution establishing it, shall have and may exercise all the powers and authority of the Board with respect to all matters.
Section 16. Operation of Committees. A majority of all the members of a committee shall constitute a quorum for the transaction of business, and the vote of a majority of all the members of a committee present at a meeting at which a quorum is present shall be the act of the committee. Each committee shall adopt whatever other rules of procedure it determines for the conduct of its activities.
Section 17. Consent to Action. Any action required or permitted to be taken at any meeting of the Board or of any committee may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.
Section 18. Meetings Held Other Than in Person. Members of the Board or any committee may participate in a meeting of the Board or committee, as the case may be, by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at the meeting.
Section 19. Advisory Board. The Board of Directors may appoint individuals to an Advisory Board of the Corporation to provide expertise and guidance for the Corporation in such areas as the Board of Directors may determine from time to time in its discretion.
Section 1. Executive Officers, etc. The executive officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasure. The Board also may elect or appoint a Chairman of the Board of Directors, one or more additional Vice Presidents (any of whom may be designated as Executive Vice Presidents or otherwise), and any other officers it deems necessary. or desirable for the conduct of the business of the of the Corporation, each of whom shall have such powers and duties as the Board determines. In any election of. Officers, the Board of Directors. may elect and appoint a single person to any two or more offices simultaneously, except that the offices of President and Secretary must be held by separate individuals.
Section 2. Duties.
(a) The Chairman of the Board of Directors. The Chairman of the Board of Directors shall be the chief executive officer of the Corporation. The Chairman of the Board of Directors shall preside at all meetings of the Board, and he or she shall be ex-officio a member of all committees established.
(b) President. The President shall be the chief executive officer of the Corporation. The President shall have general management of the business affairs of the Corporation, subject to the control of the Board, and he or she shall have such other powers and duties as the Board assigns to him or her.
(c) Vice President. The Vice President or, if there shall be more than one, the Vice Presidents, if any, in the order of their seniority or in any other order determined by the Board, shall perform, in the absence or disability of the President, the duties and exercise the powers of the President and shall have such other powers and duties as the Board or the President assigns to him, her or them.
(d) Secretary. Except as otherwise provided in these By-Laws or as directed by the Board, the Secretary shall attend most meetings of the Board; he or she shall. record the minutes of all proceedings and special meetings of the Board. The Secretary shall have such other powers and duties as the Board or the President assigns to him or her.
(e) Treasurer. Subject to the control of the Board, the Treasurer shall have the care and custody of the corporate funds and the books relating thereto; he or she shall perform all other duties incident to the office of Treasurer; and he or she shall have such other powers and duties as the Board or the President assigns to him or her.
Section 3. Election; Removal. Subject to his or her earlier death, resignation or removal as hereinafter provided, each officer shall hold his or her office until his or her successor shall have been duly elected and shall have qualified. Any officer may be removed from office at any time with or without cause, by a vote of the majority of the Board.
Section 4. Resignations. Any officer may resign at any time by giving written notice of his or her resignation to the Secretary of the Board of Directors. A resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt, and, unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective.
Section 5. Vacancies. If an office becomes vacant for any reason, the Board may fill the vacancy, and each officer so elected shall serve for the remainder of his or her predecessor’s term.
Section 1. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January of each year.
Section 2. Books and Records. The Corporation shall prepare and maintain correct and complete books and records of account and shall also keep minutes of the meetings of its Board of Directors. All books and records of the Corporation may be inspected by any director or his or her attorney at any reasonable time.
Section 4. Waiver of Notice. Whenever any notice is required to be given under the provisions of the Florida Not For Profit Corporation Act or under under the provisions of the Articles of Incorporation or the By-Laws of this Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
The By-Laws of this Corporation may be made, amended, altered or repealed by a majority of the Board of Directors.
Acceptance of Restricted Gifts
The Board of Directors may enter into an agreement with any donor of assets to the Corporation to devote the principal or income of the donor’s gift to any purpose or purposes as the donor may designate, provided that such purpose or purposes are consistent with the general purpose of the corporation set forth in Article I, and provided that such purpose or purposes are dully approved or ratified by resolution of the Board of Directors; and after such agreement, the principal and income of that particular gift shall be devoted in accordance with such agreement for the time specified therein.
I hereby certify that the above and foregoing is a true and correct copy of the By-Laws of Olde Englewood Village Community Development Corporations, adopted by a majority vote of its Board of Directors on January 3, 2012.
Jennifer M Perry, Secretary