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- BYLAWS
- OF
- ENTERPRISE
PRESERVATION SOCIETY, INC.
Article
I.
Name
The name of this organization shall be the, Enterprise Preservation
Society, Inc.
Article
II.
General
Purposes
This
society is organized exclusively for civic purposes including, but not
limited to: charitable, educational, historical, and environmental
preservation, and for such purposes as the making of distributions to
organizations that qualify as exempt organizations under section 501 (c)
(3) of the Internal Revenue Code, or corresponding section of any future
federal tax code.
Article
III.
Membership
Section 1.
Members.
The membership of this
corporation shall include the board of directors and may additionally be
comprised of persons who are interested in promoting the objectives of
this corporation.
Section 2. Qualifications.
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Any person
interested in the purposes of this organization that is of legal voting
age and living or owning property within the Enterprise Preservation
Society (E.P.S.) recognized non-incorporated boundaries of Volusia County,
Florida known as Enterprise, shall be qualified for membership. All
members shall be approved by the board of directors after review of
official application.
Section 3.
Rights of Membership
Shall
include: a) Right to vote on society issues.
b) Right to make and/or second motions.
c) Right to seek nomination to and hold office as a duly elected
director.
Section 4.
Associate Members
Any person interested in the
purposes of this organization may become an Associate Member upon payment
of a contribution of at least five dollars ($5.00) or an in kind
contribution of equal or greater value per annum. Associate Members shall
not be members of the corporation for any legal purpose and shall not be
entitled to vote, hold office or otherwise participate in the business of
the corporation.
Section 5.
Honorary Members
Honorary memberships may be
bestowed on any individual who shall distinguish himself as a friend to
this organization through a benevolent act.
Section 6
Responsibilities of Membership
Annual dues of twelve dollars
($12.00) or any In Kind contribution of equal or greater value paid upon
induction to the organization, prorated to the date of the next annual
meeting.
Section 7.
Annual Meeting.
The annual
meeting of the members of this corporation shall be held on the
1st Monday of February each year at the principal office of
this corporation, or at any other time or at any other place determined by
the board of directors. Annual meetings at any other date, time or place
shall be noticed by sending a copy of the notice of the date, time, and
place of said meeting to each member at his or her last mailing address
reasonably prior to said meeting.
Section 8.
Special Meetings.
Special meetings of the
members of the corporation for any purpose or purposes may be called at
any time by the chairman of the corporation or by any director. Written
notice of the date, time and place of special meetings of the members
shall be given in the same manner as for annual meetings of the
members.
Section 9.
Waiver and Consent.
If a quorum
is present, the transactions of any meeting of the members of this
corporation however called and noticed, shall be as valid as though it had
been at a meeting held after regular call and notice, provided that either
before or after the meeting each of the members not present signs a
written waiver of notice, or a consent to holding the meeting. All the
waivers, consents, or approvals shall be filed with the corporate records
or be made a part of the minutes of the meeting.
Section 10.
Quorum.
A quorum
for any meeting of the members shall be ten percent (10%) of the voting
membership.
Section
7. Liabilities of Members.
No person who is now, or who
later becomes an officer, director or member of this corporation shall be
personally liable for any indebtedness or liability, and any and all
creditors of this corporation shall look only to the assets of this
corporation for payment.
ARTICLE
IV
Board of
Directors
Section 1.
Number of Directors.
The affairs and business of
this corporation shall be managed by a board of directors consisting of
five or more members. The number of directors may be increased or
decreased by the board of directors except that at no time shall the board
be comprised of less than three members.
Section 2.
Quorum.
A majority
of the directors shall constitute a quorum for the transaction of
business.
Section 3.
Powers of Directors.
Subject to
the limitations of the articles of incorporation, other sections of the
bylaws, and of the laws of the State of Florida, all corporate powers of
the corporation shall be exercised by or under the authority of, and the
business and affairs of the corporation shall be controlled by, the board
of directors. The board of directors shall have all powers permitted by
the laws of the State of Florida unless restricted by the Articles of
Incorporation or these Bylaws.
Section 4.
Election, Qualifications, and Term of Office.
The term of
office of each director shall be one year and until his successor shall
have been elected and qualified or until his earlier resignation, removal
from office, or death. Elections of the directors shall be held at the
annual meeting of the members of this corporation. Method of election
shall be by written ballot. A quorum must be present.
Nomination of officers shall
take place at the November regular meeting, with a quorum present. All
nominees shall be members in good standing. All nominees shall
subscribe to the purposes of the corporation.
Section 5.
Vacancies.
Vacancies in the board of
directors shall be filled by a majority of the remaining directors then in
office even though less than a quorum. A successor director so elected
shall serve for the unexpired term of his predecessor.
Section 6.
Principal Place of Business and Depository of Corporate
Records.
The principal place of
business shall be at 440 North Road, Enterprise, Florida, and all records
of the corporation shall be maintained with the officer in charge thereof.
The directors may from time to time designate a different principal place
of business or depository of the records of the corporation by majority
vote of the directors.
Section 7.
Place of Meeting.
Regular meetings of the board
of directors shall be held at any place, within or without the state,
which has been designated from time to time by resolution of the board of
directors or by written consent of all members of the board of directors.
In the absence of this designation regular meetings shall be held at the
principal office of the corporation. Special meetings of the board of
directors may be held either at a place designated or at the principal
office.
Section 8.
Organizational Meeting.
Immediately following each
annual meeting of members, the board of directors shall hold a regular
meeting for the purposes of organization, induction of officers elect, and
the transaction of other business. No notice of such organizational
meeting need be given.
Section 9.
Special Meetings.
Special meetings of the board of directors for any purpose or purposes may
be called at any time by the chairman or by a majority of the
directors.
Written notice of the time and place of special meetings shall be
delivered personally to each director or sent to each director by mail or
by other form of written communication, charges prepaid, addressed to said
person at said address as it is shown on the records or if it is not so
shown on the records or is not readily ascertainable, at the place at
which the meetings of the directors are regularly held. The notice shall
be mailed reasonably prior to the time of the holding of the
meeting.
Section 10.
Waiver and Consent.
If a quorum is present, the transaction of any meeting of the board of
directors, however called and noticed and wherever held, shall be as valid
as though it had been at a meeting held after regular call and notice,
provided thats either before or after the meeting each of the directors
not present signs a written waiver of notice or a consent to hold the
meeting or an approval of the minutes. All such waivers, consents, or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
Section 11.
Action Without a Meeting.
Any action
by the board of directors may be taken without a meeting if all members of
the board of directors individually or collectively consent to this
action. Such consents if not in writing shall be reduced to writing and
all consents shall be filed with the minutes of the proceedings of the
board of directors.
Section 12.
Compensation.
The
directors shall receive no compensation for their services as
directors.
Section 13.
Removal.
A director
may be removed from office, for cause, by the vote of a majority of the
remaining directors.
ARTICLE
V
Officers
Section 1.
Officers.
The officers of this
corporation shall be a Chairman, vice-Chairman, Secretary, and Treasurer,
and such other officers as the board of directors may appoint. One person
may hold two or more offices, except the offices of chairman and
secretary. All officers shall be members of the board of directors unless
a specific individual is excluded from this requirement by an affirmative
vote of a majority of the board of directors.
Section 2.
Election.
See Article IV Section 4 of these Bylaws.
Section 3.
Vacancies.
A vacancy in any office because of death, resignation, removal,
disqualification, or otherwise shall be filled by the board of directors.
Refer to Article IV Section 5.
Section 4.
Chairman.
Subject to the control of the board of directors, the chairman shall have
general supervision, direction, and control of the business and affairs of
the corporation. The chairman shall preside at all meetings of the members
and directors, and shall have such other powers and duties as may be
prescribed from time to time by the board of directors.
Section 5.
Vice-Chairman.
In the
absence or disability of the chairman, the vice-chairman shall perform all
the duties of the chairman and in so acting shall have all the powers of
the chairman. The vice-chairman shall have such other powers and perform
such other duties as may be prescribed from time to time by the board of
directors.
Section 6.
Secretary.
The
secretary shall keep a full and complete record of the proceedings of the
board of directors, shall keep the seal of the corporation and affix it to
such papers and instruments as may be required in the regular course of
business, shall make service of such notices as may be necessary or
proper, shall supervise the keeping of the records of the corporation, and
shall discharge such other duties of the office as prescribed by the board
of directors.
Section 7.
Treasurer.
The
treasurer shall receive and safely keep all funds of the corporation and
deposit them in the bank or banks that may be designated by the board of
directors. Those funds shall be paid out only on checks of the corporation
signed by any two officers, one being the treasurer, or by such officers
as may be designated by the board of directors as authorized to sign them.
The treasurer shall have such other powers and perform such other duties
as may be prescribed from time to time by the board of
directors.
Article
VI.
Parliamentary
Authority
The rules contained in the Newly Revised Robert’s Rules of Order 1990
Edition, 9th Edition shall govern the Society in all cases
where they are not inconsistent with these bylaws and any special rules of
order the Society may adopt.
Article
VII.
Amendment
of Bylaws
These bylaws may be amended or repealed and new bylaws adopted at any
regular or special meeting of the Society by a two-thirds vote, provided
that previous notice of the amendment was given to all members at the
previous regular meeting.
CERTIFICATION
The
undersigned, Chairman of Enterprise Preservation Society, Inc., does
hereby certify that the within and foregoing is a true and correct copy of
the original bylaws as they appear on file in the office records of said
corporation, and that the within and foregoing bylaws were adopted by the
Directors of Enterprise Preservation Society, Inc. at a meeting on Tuesday
the 22nd of August, 2000.
Mark A.
Matzinger, Chairman
(CORPORATE
SEAL)
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