By Laws
Of
Flagler Emergency Service Volunteers,
Inc.
Article One
Introduction
These bylaws constitute the code of rules adopted by FLAGLER EMERGENCY SERVICE VOLUNTEERS, INC. a non-profit corporation located in Flagler County Florida for the regulation and management of its affairs.
Article Two
Directors
Definition of the
Board of Directors
The Board of Directors is that group of persons vested with the management of the business and affairs of this corporation subject to Florida Law, the Articles of Incorporation, and these bylaws. The Board of Directors may delegate the management of the day-to-day operations of the business of the corporation to committees, volunteer staff, or an Executive Director (if any) provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction and authority of the Board of Directors.
Qualifications
Directorship shall not be denied to any person on the basis of race, creed, sex, religion, or national origin. Each director shall be an individual at least 21 years of age. The members of the Board of Directors shall be appointed by the Board of Directors in according with the procedures set forth in these bylaws.
Number of
Directors
The Board of Directors shall consist of not less than seven (7) or more than twenty-one (21) directors.
Terms of Directors
Directors shall serve terms of three years unless reappointed as specified below. When a term expires, the remaining members of the Board of Directors shall, by majority vote (even though less than a quorum), fill the vacancy.
There shall be staggered terms of offices for the directors. The purpose of the system of staggered terms is to have one third of the board appointed or reappointed each year by the remaining members of the board.
The system for staggered terms of office shall be implemented as follows: at the meeting of the Board of Directors at which these bylaws are adopted there shall be a drawing of lots in order to determine the initial terms of the directors. After the drawing of lots, one- third of the board members will have terms of one year, one-third shall have a term of two years, and one-third will have a term of three years.(if the number of board seats does not evenly divide into thirds, the number of board members serving one year shall be reduced). The drawing shall be done as follows: there shall be pieces of paper prepared equaling the number of board seats. On each piece of paper shall be written one of the following numbers “1”,”2”, or “3” (the number refers to the length of each initial staggered board term to be held by that board member drawing that particular piece of paper). There shall be one numbered piece of paper to correspond to each of the desired initial staggered board terms. The paper shall then be folded and placed in a hat or other receptacle and then the drawing shall take place. The minutes of this board meeting shall show the results of the drawing.
After initial assignment of terms the board members shall serve three-year terms.
Board members who terms have expired may continue serving until they are either reappointed or until their successors are chosen.
A director may succeed himself or herself in office provided, however, that a director shall serve no more than two (2) consecutive three-year terms.
The Board of Directors may choose to delay in either reappointing or replacing a board member whose term has expired. If so, the hold-over board member may continue to serve pursuant to the previous paragraph. The Board of Directors however, may, at any time after a term has expired, act to formally re-appoint or replace the board member. Such reappointment or replacement, however, relates back to the date that the term expired (i.e. the new term does not begin to run from the date of reappointment or replacement).
Removal from
Office
Any board member may be removed from office by a vote of the Board of Directors when he or she misses three consecutive meetings (without legitimate reason) of the Board of Directors.
Vacancies
Resignations of directors shall become effective immediately or on the date specified in the written notice of resignation given to the President, and vacancies will be deemed to exist as of such effective date.
Any vacancies on the Board of Directors resulting from the death, removal, or resignation of a board member may be filled by a majority vote of the remaining directors, though less than a quorum, and such director so appointed shall serve for the remainder of the term of the directorship so vacated. The minutes of the board meeting where the vacancy is filled shall specify the remaining length of the term that is being filled.
Place of
Director’s Meeting
Regular meeting of the Board of Directors may be held at any
place within or outside the
Annual, Regular
and Special Meetings
The Board of Directors shall hold its annual meeting in June of each year for the purpose of appointing directors and electing officers of the corporation, and for the transaction of other business.
Regular meetings of the Board of Directors shell be held four (4) times a year or more frequently as is deemed necessary by the Board of Directors.
Special meetings of the Board may be called by:
1. Board of Directors
2. President
Verbal notice shall be given to each board member seventy-two (72) hours prior to a special meeting with the exception of special meetings held to amend the Articles of Incorporation or the by-laws, for which written notice of five days shall be required.
Quorum
A majority of the incumbent directors (not counting vacancies) shall constitute a quorum for the conduct of business. At board meetings where a quorum is present, a majority vote of the directors attending shall constitute an act by the Board of Directors. Directors may not vote by proxy.
Fees and
Compensation
Directors and members of committees may not receive any compensation for their service as such, but may receive reimbursement for expenses as may be fixed or determined by resolution of the Board of Directors.
Article Three
Officer
Roster of Officers
The corporation shall have a President, Vice President, Secretary and Treasurer. A person may not hold more than one office at a time. The officers shall also be members of the Board of Directors.
Selection and
Removal of Officers
All officers shall serve one-year terms and may be reelected for consecutive terms by a majority vote of the members of the board. Officers shall be elected by the Board of Directors from the members of the board at the Corporation’s annual meeting, or as soon as practical thereafter. Officers shall remain in office until their successors have been selected.
President
The President shall be chief executive officer of the Corporation and will subject to the control of the Board of Directors, supervise and control the affairs of the corporation. The President will perform all duties incident to such office and such duties as may be provided in these bylaws or as may be prescribed from time to time by the Board of Directors. The President shall preside at all board meetings and shall exercise parliamentary control in accordance with Roberts Rules of Order Newly Revised.
Vice President
The Vice President shall act in place of the President in the event of the President’s absence, inability, or refusal to act, and shall exercise and discharge such other duties as may be required by the board.
Secretary
The secretary shall keep minutes of all meetings, shall be the custodian of the corporate records, shall give notices as are required by law or these bylaws, and generally, shall perform all duties incident to the office of Secretary and such other duties as may be required by law, by Articles of Incorporation, or by these bylaws.
Treasurer
The Treasurer will have charge and custody of all funds for this corporation, will oversee and supervise the financial business of the Corporation, will render reports and accountings to the Directors as required by the Board of Directors, and will perform in general all duties incident to the office of Treasurer, and such other duties as may be required bylaw, by the Articles of Incorporation, or by these bylaws or which may be assigned from time to time by the Board of Directors.
Removal of
Officers
Any officer elected or appointed may be removed by the Board of Directors whenever in their judgment the best interests of the Corporation will be served.
Article Five
Committees
Appointment of Committees
The Board of Directors may from time to time designate and appoint one or more standing committees as it sees fit. Such committees shall have and exercise such prescribed authority as it is designated by the Board of Directors. No committee shall bind the Corporation in a contract or agreement or expend corporate funds, unless specifically authorized to do so by the Board of Directors.
Article Six
Operations
Fiscal Year
The fiscal year for this corporation will be the calendar year.
Execution of
Documents
Except as otherwise provided by law, checks, drafts, and orders for payment of money of this corporation shall be signed by at least two members of the Board of Directors.
Contracts, promissory notes, leases, or other instruments executed in the name of and on behalf of the Corporation shall be signed by the President and countersigned by the Secretary (or such other persons who may be so designated from time to time by the Board of Directors).
Books and
Documents
This corporation shall keep correct and complete books and records of accounts, and shall keep minutes of the proceedings of meetings of the Board of Directors, and any other committees. The Corporation shall keep at its principal place of business a register giving the name and addresses of Board of Directors and officers of the Corporation, together with the original certified copy of the Articles of Incorporation and a copy of its bylaws, including all amendments to either document certified by the Secretary of the Corporation.
Inspection of
Books and Records
All books and records of this Corporation may be inspected by any board member, or his agent or attorney, for any proper purpose at any reasonable time on written demand stating such purpose.
Loans to
Management
This corporation shall make no loans to any of its directors, officers, volunteers, or employees.
Amendments
The Board of Directors may adopt Articles of Amendment,
amending the Articles of Incorporation.
Articles of Amendment must be adopted in accordance with
Article Seven
Code of Ethics
It is imperative to the success of the Corporation that there is a fully informed, responsive and reasonable Board of Directors. To accomplish this end, each board member shall conduct himself or herself at all times in the best interests of the Corporation. In this regard, each board member shall abide by the following “Code of Ethics”. No code or set of rules can be framed which will particularize all the duties of a board member. The following code of ethics is adopted as a general guide, yet the enumeration of particular duties should not be construed as a denial of the existence of others equally imperative, though not specifically mentioned.
1) Board members shall put forth their best effort to attend all meetings and constructively participate in the same.
2) Board members shall be responsible for insuring that adequate and correct information is presented to their particular constituents
3) Board members shall neither by commission or omission foster rumors within the community.
4) Board members shall exercise good judgment in the control and use of confidential information that may from time to time come into their possession.
5) Each member shall serve as a public relations agent for the Corporation and therefore, shall work diligently and properly to promote its goals and objectives while keeping abreast with its overall progress
6) Except for voting at properly called meetings of the Board of Directors, board members shall refrain from entering into direct day to day administration of the program unless they are doing so upon express authority given them by a properly adopted resolution of the Board of Directors.
7) Board members shall fully disclose at a meeting of the entire board any and all family and/or financial relationship in regard to “any matter” which is recommended to the board upon which the board must vote.
Article Eight
Public Statements
Authority to make Statements: No person, except the President shall have the authority to make public statements, whether written or oral, purporting to represent the official policy, position, or opinion of this Corporation, without first having obtained the approval of the Board of Directors.
Limitation of Statements: Any person who is authorized to make any public statements whether written or oral, purporting to represent the official policy, position, recommendation, or opinion of the Corporation shall first make it clear that he/she is representing the Corporation. Thereafter, throughout the entire presentation, he or she shall confine his/her presentation only to those matters which have been properly approved by the Corporation. He/she shall not, at any time present any statement purporting to represent any other firm, group, or organization or purporting to represent his or her own personal view.
Article Nine
Certification
I hereby certify that these bylaws were adopted by the Board of Directors at their meeting held on _____________________________________2007 by majority vote of all members present.
Secretary___________________________________________
Linda M Richard