AMENDED BYLAWS
OF
ESCAMBIA-SANTA ROSA BAR FOUNDATION, INC.
Article I
Name
The name of the not-for-profit corporation is ESCAMBIA-SANTA ROSA BAR FOUNDATION, INC. (Foundation).
Article II
Membership
2.1 The initial members/directors are named in the Articles of Incorporation. Upon filing of the Articles of Incorporation, all members in good standing of the Escambia-Santa Rosa Bar Association, Inc. (“ESRBA”) are members of the Foundation, subject to paragraphs 2.3 and 2.4 below. As used in the Bylaws, the term “members” means the members who succeed the initial members/directors named in the Articles of Incorporation and their successors.
2.2 Each member may attend membership meetings and Board of Directors' meetings, vote at membership meetings, serve on committees, and hold elected office within the Foundation. The right of a member to vote, and all the member’s right, interest, or privilege in or to the Foundation ceases on the termination of membership. No member has any vested right, interest, or privilege of, in, or to the assets, functions, affairs, or franchises of the Foundation, or any right, interest, or privilege which is transferable or inheritable. No member is entitled to share in the distribution of the corporate assets upon the dissolution of the Foundation.
2.3 Any member may resign from the Foundation by delivering a written resignation to the president or secretary of the Foundation.
2.4 Any member may be removed from membership by the affirmative vote of three-quarters (3/4) of the Board of Directors at any regular or special meeting called for
that purpose, for conduct detrimental to the interests of the Foundation, for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying out its purposes. Any member proposed to be removed is entitled to at least ten days notice in writing of the specific charges and of the meeting at which the removal is to be voted upon, and is entitled to appear before and be heard at the meeting.
2.5 Members shall not be compensated for services to the Foundation; provided, however, the Board of Directors shall have power in its discretion to contract
for and to pay reasonable compensation to members rendering unusual or special services to or for the Foundation in effecting one or more of its purposes.
Article III
Member Meetings
3.1 The annual meeting of the members of the Foundation will be held in conjunction with the annual meeting of the ESRBA for the purpose of electing directors, and for the transaction of such other business as may properly come before the meeting.
3.2 Special meetings of the members, other than those regulated by statute, may be called at any time by the President or by three Directors, and must be called by the
President or Secretary on receipt of the written request of one-quarter of the members of the Foundation. Only those items of business set forth in the notice of the special meeting can be discussed or acted upon at such meeting.
3.3 Notice of any annual or special meeting, the time, place, and purpose or purposes, must be provided to members not less than ten (10) nor more than thirty (30) days before the meeting.
3.4 At any meeting of members of the Foundation, the presence of one-tenth of the members is necessary to constitute a quorum for all purposes, and the act of a majority of the members present at any meeting at which there is a quorum is the act of the full membership.
3.5 At every meeting of members each member is entitled to vote. Each member of the Foundation is entitled to one (1) vote. All elections must be had and all questions decided by a majority vote of the members present.
ARTICLE IV
Directors
4.1 The business and property of the Foundation will be managed and controlled by the Board of Directors, who will be elected annually by the members to hold office until election and qualification of their respective successors, except as otherwise provided for filling vacancies. The Directors will be voted upon at the annual meeting of the members by a majority of the votes of the members voting. The first term of office for members of the Board of Directors is one (3) years, beginning July 1, and until the election and qualification of their respective successors. Directors may be elected to successive one-year terms after the initial three-year term.
4.2 The number of directors of the Foundation must not fewer than seven (7) and not more than fifteen (15). At a minimum, six Board members must be from the following categories:
(a) at least two (2) past presidents of the Escambia-Santa Rosa Bar Association (ESRBA); and
(b) the current President of the ESRBA, whose term will be July 1 to June 30 each year; and
(c) at least three (3) members of the ESRBA, provided, however, this does not include current members of the Executive Council or current officers of the ESRBA, other than the President of the ESRBA.
4.3 Any Director may resign at any time by giving written notice of resignation to the Board of Directors.
4.4 Any Director may be removed from membership or from office by the affirmative vote of three-quarters (3/4) of the votes cast at any regular or special meeting of the members called for that purpose for conduct detrimental to the interests of the Foundation, for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying out its purposes. Any Director proposed to be removed must be given at least ten (10) days notice in writing of the specific charges and of the meeting at which the removal is to be voted upon, and is entitled to appear before and be heard at the meeting.
4.5. Any vacancy on the Board of Directors occurring during the year, must be filled for the unexpired portion of the term by vote of the Directors then in office, although less than a quorum. Any Director so elected by the Board of Directors shall hold office until the election and qualification of a successor.
4.6 The Board of Directors must meet from time to time as needed to conduct the business of the Foundation.
4.7 The Board of Directors shall present at the annual meeting of members a report, verified by the President and Treasurer or by a majority of the Directors, showing in appropriate detail the following: i) the assets and liabilities of the Foundation as of the end of the fiscal year immediately preceding the annual meeting, which must not be more than four months prior to the meeting; ii) the principal changes in assets and liabilities during the year immediately preceding the date of the report; iii) the revenue or receipts of the Foundation, both unrestricted and restricted to particular purposes,
for the year immediately preceding the date of the report; iv) the expenses or disbursements of the Foundation, for both general and restricted purposes, during the year immediately preceding the date of the report; v) the number of members of
the Foundation as of the date of the report, together with a statement of increase or decrease in the number during the year immediately preceding the date of the report. The annual report of directors must be filed with the records of the Foundation.
ARTICLE V
Officers
5.1 The officers will be the President, Vice President, Secretary and Treasurer. Any person may hold the offices of Secretary and Treasurer at the same time.
5.2 The officers will be elected by the Board of Directors from among members of the Board of Directors immediately following elections of the Board of Directors.
5.3 Any vacancy in the office of President must be filled by the Vice President. In the event any other office becomes vacant, the majority of the Directors then in office may elect an officer to fill the vacancy, and the officer so elected shall hold office and serve until the election of and qualification of a successor.
5.4 The President shall preside at all meetings of members and of the Board of Directors. The President shall exercise general charge and supervision of the Foundation and perform such other duties as may be assigned by the Board of Directors. The President shall serve as an ex-officio member of all committees.
5.5 The Vice President, at the request of the President, or in the event of the President’s absence, shall perform the duties and exercise the powers of the President. The Vice President shall have such other powers as the Board of Directors may determine, and perform such other duties as are assigned by the Board of Directors.
5.6 The Secretary shall have charge of books, documents, and papers as the Board of Directors may determine, and have custody of the corporate seal, if one. The Secretary shall attend and keep minutes of all meetings of the Board of Directors and members of the Foundation. The Secretary shall keep a record of the names, addresses and phone numbers of the members. The Secretary may sign with the President or Vice President, on behalf of the Foundation. The Secretary shall perform all the duties incident to the office of secretary, subject to control of the Board of Directors, and perform such other duties as the Board of Directors may assign.
5.7 The Treasurer shall have custody of all funds and property of the Foundation, and provide reports to the Board of Directors at each meeting. The Treasurer shall perform all other duties incident to such office, or as may be required by the Board of Directors.
5.8 Any officer may be removed from office by the affirmative vote of three-quarters (3/4) of all the Directors at any regular or special meeting called for that purpose. Any officer proposed to be removed is entitled to at least ten days notice in writing of the specific charges and of the meeting of the Board of Directors at which such removal is to be voted upon, and be entitled to appear before and be heard by the Board of Directors at the meeting.
5.9 The Executive Director of the ESRBA will assist the Foundation in the execution of its duties by providing support services.
ARTICLE VI
Meetings of Directors and Officers
6.1 Regular meetings of the Board of Directors must be held no less frequently than quarter-annually.
6.2. Special meetings of the Board of Directors may be called by the President and must be called by the President on the written request of any member of the Board of Directors.
6.3 Notice of all meetings of the Directors must be provided at least five days before the meeting, but the notice may be waived by any Director. Any business may be transacted at any regular Directors' meeting
6.4 Action may be taken by the Board of Directors without a meeting if all the members of the Board consent in writing to the action. The written consent must be filed with the minutes of the proceedings of the Board of Directors.
6.5 At all meetings of the Board of Directors, the President or Vice President, shall preside.
6.6 At all meetings of the Board of Directors, a majority of the Directors is necessary to constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum is the act of the Board of Directors.
ARTICLE VII
Nominating Committee
7.1 The Nominating Committee must consist of five (5) members, including the current President and Vice President of the Foundation. The remaining three members will be appointed by the President with the consent of the Board of Directors.
7.2 The duties of the Nominating Committee are as follows:
(a) To solicit the membership for nominees for the Board of Directors at least two months before the annual meeting of members;
(b) To nominate members for election to the Board of Directors at the annual meeting of members; and
(c) To prepare a ballot and present the ballot to the membership for voting at the annual meeting of members.
ARTICLE VIII
Advisory Committees
8.1 The Board of Directors may appoint from the membership, or from among such persons as the Board may see fit, one or more advisory committees, and at any time may appoint additional members. The Board of Directors shall appoint the chair of any committee. Committee members serve at the pleasure of the Board of Directors.
8.2 Advisory committees advise the officers of the Foundation in all matters designated by the Board of Directors.
8.3 Committees may include: Fundraising and Grants.
ARTICLE IX
Fiscal Year
9.1 The fiscal year of the Foundation begins the first day of September of each year and ends the 31st day of August.
ARTICLE X
Investments
10.1 The Foundation has the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments which a trustee may be permitted by law to make, or any similar restriction; provided, however, that no action can be taken by or on behalf of the Foundation if the action is a prohibited transaction or would result in the denial of the tax exemption under Section 503 or Section 507 of the Internal Revenue Code of
1986 and its Regulations as they now exist or as they may be amended.
ARTICLE XI
Prohibition Against Sharing in Corporate Earnings
11.1 No member, director, officer, or employee of, or member of a committee of, or person connected with the Foundation, or any other private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Foundation, provided, however, this does not prevent the payment to any such person reasonable compensation for services rendered to or for the Foundation in effecting any of its purposes as may be fixed by the Board of Directors; and no such person or
persons are entitled to share in the distribution of any of the corporate assets upon the dissolution of the Foundation. All members of the Foundation are deemed to have expressly consented and agreed that upon dissolution or winding up of the affairs of the Foundation, whether voluntary or involuntary, the assets of the Foundation, after all debts have been satisfied, then remaining in the hands of the Board of Directors, must be distributed, transferred, conveyed, delivered and paid over, in such amounts as the Board of Directors may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Directors, exclusively to charitable or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986 and its Regulations as they now exist or as they may be amended and which organizations carry on activities the same as or similar to those of the Foundation.
ARTICLE XII
Endowment
12.1 At the first Board of Directors meeting following the annual meeting, the Board of Directors will consider transferring not more than 5% from its endowment account to its operational account. Such action will require a 2/3 vote of those present as long as a quorum is in attendance. At no time shall any action by the Board of Directors result in the balance of the endowment fund to fall below than $100,000 without unanimous consent of those Board of Directors who attend the first Board of Director’s meeting following the annual meeting.
12.2 A standing committee, called the Endowment Committee, must be constituted by the Board of Directors if the separate fund is created, for the sole purpose of managing and administering the endowment fund and to ensure that it continues to comply with its purpose.
12.3 The endowment fund, once created, cannot be terminated and the funds cannot be used for any other purpose but for the promotion of justice; provided, however, the fund may be terminated by a vote of eighty percent (80%) or more of the Board of Directors.
12.4 The Endowment Committee must include at least three (3) persons appointed by the Board of Directors for three (3) year staggered terms. A majority of the members of the Committee must be members of the Foundation. Members of the Committee may be removed or replaced only by a vote of eighty percent (80%) or more of the Directors of the Foundation.
12.5 The Committee shall manage and invest all of the monies of the Endowment Fund in an efficient and proper manner and shall act upon the direction of the Board of Directors of the Foundation regarding expenditures of accumulated earnings only to attain the purpose of the fund.
12.6 The Board of Directors and the Committee shall take no actions with respect to the Endowment Fund that would in any way jeopardize the tax-exempt status of the Foundation.
ARTICLE XIII
Exempt Activities
13.1 Notwithstanding any other provision of the Bylaws, no member, director, officer, employee, or representative of the Foundation shall take any action or carry on any activity by or on behalf of the Foundation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 and its Regulations as they now exist or as they may be amended, or by an organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as they now exist or as they may be amended.
ARTICLE XIV
Amendments
14.1 The Board of Directors has the power to make, alter, or rescind the Bylaws of the Foundation by affirmative vote of a majority of the Board at a regular or special meeting of the Board; provided, however, that notice of the proposed actions must be provided to each member at least seven days prior to the vote.
14.2 A Director of member may propose amendments. Proposed amendments must be submitted in writing to any member of the Board of Directors at least fourteen (14) days prior to the vote.