Legal:Bylaws: Difference between revisions
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Board-adopted amendments to Article IV, Section 3, incorporated |
Board-adopted amendment to Article IV, Section 6, incorporated |
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''These bylaws
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==ARTICLE IV - THE BOARD OF TRUSTEES==
===Section 1. General Powers.===
All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Foundation shall be managed under, the direction of the Board of Trustees.
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===Section 6. Vacancies.===
Any vacancy occurring in the Board of Trustees, other than a vacancy in the Founding Trustee position but including any vacancy created by reason of an increase in the number of Trustees, may be filled by the affirmative vote of a majority of the remaining Trustees though less than a quorum of the Board of Trustees.
===Section 7. Replacement of Board Members.===
Should a Trustee resign, become incapacitated or otherwise be unable to serve, the remaining Trustees may appoint an interim representative.
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===Section 8. Removal.===
Any Trustee may be removed by a majority vote of the full membership of the Board.
===Section 9. Delegation and Expenses.===
:(a) Any action required or permitted to be taken by the Board of Trustees under these Bylaws or any provision of law may be delegated by the Board to the Chair or to any committee of the Board.
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==ARTICLE V - OFFICERS AND DUTIES==
===Section 1. Number.===
The Board of Trustees shall elect from among its members a Chair and Vice Chair. The Board of Trustees shall also elect an Executive Secretary and Treasurer, who do not need to be trustees.
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==ARTICLE VI - ASSETS==
===Section 1. Dedication of Assets.===
The property of this Foundation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this Foundation shall ever inure to the benefit of any Trustee, officer or members thereof or to the benefit of any private individual.
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==ARTICLE VII - CONTRACTS, LOANS, CHECKS, AND DEPOSITS==
===Section 1. Contracts.===
The Board of Trustees may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, unless otherwise restricted by law. Such authority may be general or confined to specific instances.
===Section 2. Loans.===
No loans shall be contracted on behalf of the Foundation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Trustees. Such authority may be general or confined to specific instances.
===Section 3. Checks, Drafts, Etc.===
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Foundation, shall be signed by such officer or officers, agent or agents of the Foundation and in such manner as shall from time to time be determined by resolution of the Board of Trustees.
===Section 4. Deposits.===
All funds of the Foundation not otherwise employed shall be deposited from time to time to the credit of the Foundation in such banks, trust companies, or other depositories as the Board of Trustees may select.
==ARTICLE VIII - INDEMNIFICATION==
The Foundation shall indemnify any Trustee or officer or any former Trustee or officer to the full extent permitted by law.
==ARTICLE IX - WAIVER OF NOTICE==
Unless otherwise provided by law, whenever any notice is required to be given to any Trustee of the Foundation under the provisions of these bylaws or under the provisions of its articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, or by electronic means sufficient to authenticate the sender, date and time, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
==ARTICLE X - MISCELLANEOUS==
===Section 1. Amendment.===
These bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the entire Board of Trustees at any regular meeting or special meeting, provided that at least ten days written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting.
===Section 2. Seal.===
The Foundation seal shall be circular in form and shall contain the name of the Foundation, the year of its creation and the words, "CORPORATE SEAL, FLORIDA." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced otherwise.
===Section 3. Fiscal Year, Audit, and Review.===
The fiscal year of the Foundation shall be July 1 - June 30 of each year. The accounts of the Foundation shall be audited annually by a Certified Public Accountant. The accounts of the Foundation shall be reviewed quarterly by a Certified Public Accountant.
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