BYLAWS OF HISTORIC BROWNSVILLE COMMUNITY, INC.
Table of Contents
Page
Article I Name and Form of Organization 1
ARTICLE II Office 1
ARTICLE III Geographic Service Area 1
ARTICLE IV Purposes 1
ARTICLE V Board of Directors 2
ARTICLE VI Membership and Dues 2
ARTICLE VII Meetings 3
ARTICLE VIII Officers 4
ARTICLE IX Committees 5
ARTICLE X Parliamentary Authority 6
ARTICLE XI Amendments to Bylaws 7
ARTICLE XII Dissolution 7
ARTICLE XIII Adoption of Bylaws 7
ARTICLE 1 – NAME AND FORM OF ORGANIZATION
SECTION 1.1. NAME
The name of this Association is Historic Brownsville Community, Inc. (the “Association”).
SECTION 1.2. NONPROFIT STATUS
This Association is organized as a Nonprofit Corporation exclusively for charitable, educational and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as Amended. No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, Directors, Officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in its Articles of Incorporation. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in or intervene in any political campaign on behalf of or in opposition to any candidate for Public Office. Anything contained in these Bylaws to the contrary notwithstanding, the Association shall not carry on or otherwise engage in any activities not permitted to be carried on or engaged in by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code, as amended, or any corresponding section of the future tax code, or a corporation organized and existing under the Florida Nonprofit Corporation Act.
ARTICLE II – OFFICE
SECTION 2.1. The Association’s principal office shall be located as set forth in the Historic Brownsville Community, Inc. Articles of Incorporation, at the address designated in the most recent annual report filed with the Florida Secretary of State.
ARTICLE III – GEOGRAPHIC SERVICE AREA
SECTION 3.1. The boundaries of the Association’s jurisdiction are the same as those adopted by Escambia County as the boundaries of the Brownsville Community Redevelopment Area. The legal description is specified in the Brownsville Redevelopment Plan, adopted September 1997, amended as to boundaries and Findings of Necessity only on September 4, 2003, and updated March 18, 2004.
ARTICLE IV – PURPOSES
SECTION 4.1. The purpose for the Association is to provide a forum for duly qualified Directors and Members to engage in activities that directly or indirectly impact the geographic service area for the Association (see Section 3.1, above) including, but not limited to:
Extending opportunities for communication and connectivity to residents, property owners, businesses/entrepreneurs, and other interested parties (“stakeholders”), through regularly scheduled meetings, to learn about the Association and about neighborhood and community affairs and local topics of immediate interest;
Celebrating the history and diverse culture of Brownsville through activities that promote a greater sense of neighborhood pride and positive identity;
Enhancing quality of life in Brownsville by partnering with governmental agencies and other public or private, profit or non-profit organizations, to develop programs and services that are based on and support inclusivity, tolerance, and safety;
Promoting self-sufficiency and resiliency through partnerships with stakeholders that facilitate instructional opportunities for residents and business owners/entrepreneurs;
Involving residents and stakeholders in the ongoing process of updating the Brownsville Redevelopment Plan in a way that results in healthy and sustainable physical, environmental, social, and economic development in the neighborhoods of Brownsville;
Initiating economic development opportunities, customized to the distinctive attributes and creative possibilities unique to Brownsville, through partnerships and alliances with governmental agencies and other public or private, profit or non-profit organizations;
Empowering residents and business owners/entrepreneurs to become involved in community affairs, developing an effective unified voice to address issues that impact the neighborhood, maintaining a forum for communication and networking between all members of the greater Brownsville community, establishing relationships with other neighborhood associations and coalitions; and
Participating in the decision-making process for expenditure of government funds designated for use in the Brownsville area and researching and pursuing additional funding, and programs designated for the enrichment of the neighborhoods of Brownsville.
ARTICLE V – BOARD OF DIRECTORS
SECTION 5.1. GENERAL POWERS AND AUTHORITY OF THE BOARD.
The Board of Directors (hereafter, the “Board” in aggregate, or “Directors” as individuals) shall supervise the affairs of the Association in accordance with its stated purposes; set the agendas for the regular meetings; transact any business between meetings of the Association and report thereon at the next meeting; and make recommendations to the general membership on the matters before the Association. Directors shall serve without pay.
SECTION 5.2. ELECTION OF DIRECTORS
The Directors shall be elected by the Association Members at the Annual Meeting.
SECTION 5.3. NUMBER, TERM, AND QUALIFICATIONS
The authorized number of Directors of the Association shall be not less than six (6) nor more than twelve (12), as the Board shall determine from time to time. At no time shall the Board be comprised of more than one-third (1/3) Non-Resident members of the Association (see Section 6.1.B). The Board shall consist of three (3) classes of equal size, with the term of each class ending in consecutive years. One class, on a rotational basis, shall be elected each year. Each Director shall serve for a term of two (2) years and until his or her successor is elected or until such Director’s earlier death, resignation, incapacity to serve, or removal. No Director shall serve more than four (4) consecutive years. Notwithstanding the foregoing, no member of the Board shall be required to resign a term if the Director is serving a term as a Board Officer at the conclusion of their second term, in which case, their term limit shall not pertain to such Board Officer until conclusion of the term of their position as a Board Officer.
SECTION 5.4. REMOVAL OF DIRECTORS
A Director may be removed without cause by the vote of two-thirds (2/3) of the Directors in attendance at a meeting duly called with at least ten (10) days’ written notice that the matter will be voted upon. In addition, a Director may be removed by an affirmative vote of the majority of the Directors in attendance for three (3) unexcused absences in a calendar year from regular meetings of the Board. The Director will be given notice of the proposed action to remove him or her from the Board, and will be given a reasonable opportunity to defend him or herself. A Director may also be removed by the Members at a duly called membership meeting with at least ten (10) days’ written notice that the matter will be voted upon.
SECTION 5.5. VACANCIES OF DIRECTORS
If a vacancy occurs on the Board, including a vacancy resulting from an increase in the number of Directors, the Board may fill the vacancy. They may fill the vacancy only by the affirmative vote of a majority of all the Directors remaining in office or by the sole remaining Director. A Director elected to fill a vacancy shall hold office until the next annual membership meeting, or until such Director’s death, resignation or removal.
ARTICLE VI – MEMBERSHIP AND DUES
SECTION 6.1. MEMBERSHIP CATEGORIES
There shall be three categories of membership in the Association: Resident, Non-Resident, and Associate.
A. A Resident Member of the Association shall be any dues-paying person 18 or more years of age residing in a residential address within the Association boundaries. There may be more than one dues paying person per address. Each dues paying Resident Member shall be entitled to one vote in the Association, may serve on the Board, may be an elected officer of the Board, and may serve on Board Committees.
B. A Non-Resident Member of the Association shall be any dues-paying non-resident property owner, including the owner of vacant land, rental homes or apartments, businesses, or profit/non-profit agencies and organizations operating within the Association boundaries. A Non-Resident Member shall be limited to one membership and therefore one vote in the Association, regardless of the number of properties or business owned by the individual. A Non-Resident Member of the Association cannot be an elected officer of the Board, but may serve on the Board and may serve on Board Committees.
C. An Associate Member of the Association shall be any dues-paying person, business, organization or corporation, who maintains an interest in the Association and its objectives/purposes. However, these persons, businesses, organizations, or corporations do not reside, own property, or operate a business within the neighborhood. An Associate Member may serve on the Board as ex-officio if appointed by the President but may not vote and may not hold office.
SECTION 6.2. MEMBERSHIP DUES
A. Annual dues for each category of membership shall be recommended by the Board of Directors and approved by an affirmative vote of the majority of Members in attendance at the meeting at which a dues change is considered. Dues will be used to operate the Association (printing flyers, newsletters, postage, bank fees, filing fees, and similar functions) and may be used for events or projects to improve the community (as recommended by the Board and approved by the membership).
B. Dues shall be paid by December 31 of the calendar year. Members shall be considered in arrears if their dues are not paid by March 31 of the following calendar year.
C. Membership Dues – In the event the Board recommends no assessment for annual dues for Resident Members, all Resident Members are still strongly encouraged to donate whatever amount they are willing. Resident, Non-Resident and Associate Members’ dues shall be as follows:
Resident Non-Resident Associate
$5 $15 $20
D. The Board of Directors may cancel, by majority vote, the membership of any Member whose conduct is deemed injurious to the objectives, welfare, or character of the Association, including any member of the Board, provided notice of such alleged misconduct shall first be mailed to the said member at least ten (10) days prior to the meeting of the Board at which said misconduct is to be considered. The Member may appear in person to challenge the proposed action of the Board.
ARTICLE VII – MEETINGS
SECTION 7.1. MEETINGS OF THE BOARD OF DIRECTORS
Annual Board Meeting. The annual meeting of the Board, for the purpose of transacting such business as determined necessary by law, Board policies, and/or by the agenda set by the President of the Board, shall be held during the final quarter of the calendar year at a date and time as the Board may determine.
Regular Board Meetings. Additional regular meetings of the Board shall be held no less than once quarterly at such dates and times as the Board may determine.
Special Board Meetings. Special meetings of the Board may be called by or at the request of the President or twenty percent (20%) of the Directors then in office.
Notice of Meetings. Regular meetings of the Board may be held without notice if the date, time and place of the meeting have previously been fixed by the Board; otherwise, regular meetings must be preceded by at least two (2) days’ notice to each Director of date, time and place, but not the purpose, of the meeting. Special meetings of the Board must be preceded by at least two (2) days’ notice to each Director of date, time and place, and purpose, of the meeting. Notice required by the foregoing provisions may be given by any usual means of communication (including, without limitation, email) and may be oral or written.
E. Quorum and Voting. A quorum of the Board consists of over fifty percent (50%) of the Directors currently in office. For an official vote of the Board, over fifty percent (50%) of the Directors present must be Resident Members of the Association. If a Director is unable to attend a meeting in person, telephonic or video attendance may be arranged. The attendance of a Director by remote means will count towards the quorum and attendance requirements. If remote attendance becomes an impediment to the successful completion of the Board agendas or if a Director is consecutively unavailable other than by remote means, the Board may revisit this policy. If a voting quorum is present as described, the affirmative vote of a majority of the directors is the act of the Board, unless the vote of a greater number of directors is required by these Bylaws. If a voting quorum is present as described herein, the affirmative vote of a majority of Directors present is the act of the Board, unless the vote of a greater number of Directors is required by these Bylaws.
Conflict of Interests. All Directors will disclose any actual or possible conflict of interest when accepting nomination to the Board or as the conflict arises. A conflict of interest may be defined as a duality of interest as well as a financial conflict which conflicts with the purposes of the Historic Brownsville Community as outlined in Article IV, Purposes of these Bylaws of the Historic Brownsville Community. Any Director believing they may have a conflict of interest on a particular matter before the Board for a vote may recuse themselves from the vote or disclose the conflict or possible conflict to the Board. Upon the disclosure of the conflict or possible conflict, the Board will review the matter outside of the presence of the interested person to make a determination as to whether a conflict exists and whether the interested person should be restricted from voting on the matter. If a conflict of interest is determined by a majority vote of all Directors present in person or by remote means, the interested person will not be allowed to vote on the matter. Prior to being reviewed by the Board, the interested person will be given an opportunity to be heard to explain the possible conflict. Failure to disclose a possible or actual conflict may result in removal from the Board if a two-thirds vote of the voting quorum determines the failure to disclose was intentional. Prior to a vote on the failure to disclose, the interested person will be given an opportunity to be heard on the failure to disclose. The Board may take other non-monetary actions, to include temporary suspension, as the Board determines appropriate action in lieu of removal. A record of conflict of interest actions will be kept by the Secretary. If the Secretary is unavailable because he or she is an interested party or for other reasons, the next available officer will keep a record of the proceedings.
SECTION 7.2. MEETINGS OF THE ASSOCIATION MEMBERSHIP
Annual Membership Meeting. The annual meeting of the Association Members, for the purpose of electing Directors, electing officers if applicable, amending the Bylaws, and/or transacting any other business as deemed necessary by the Board or these bylaws, shall be held during the final quarter of the calendar year at a date and time as the Board may determine; however, the date shall be prior to the Annual Board Meeting. The Board shall submit an annual report to the membership at that time and shall also submit a slate of nominees for election to the Board of Directors if vacancies need to be filled because of an expired term, death, resignation, or removal.
Regular Membership Meetings. Additional regular meetings of the Association Membership shall be held no less than once quarterly at such dates and times as the Board may determine.
Special Membership Meetings. Special meetings of the Association Membership may be called by the Board, or upon the request of a Member to the Board and an affirmative vote (by means of oral or written communication) of twenty percent (20%) of the Directors then in office.
Notice of Meetings. Regular meetings of the membership may be held without notice if the date, time and place of the meetings have previously been fixed by the Board; otherwise, regular meetings must be preceded by at least ten (10) days’ notice to each member of date, time and place, but not the purpose, of the meeting. Special meetings of the membership must be preceded by at least five (5) days’ notice to each member of date, time and place, and purpose, of the meeting. Notice required by the foregoing provisions may be given by any usual means of communication (including, without limitation, email) and may be oral or written.
Quorum and Voting. A quorum of the membership consists of at least five (5) Board Members and five (5) Association Members, for a total ten (10) Members. The affirmative vote of a majority of the Members present is the act of the membership, unless the vote of a greater number of Members is required by these Bylaws.
Paragraph E, Section 7.2 is written as amended on the 5th of July, 2017.
ARTICLE VIII – OFFICERS
SECTION 8.1. NUMBER OF OFFICERS
There shall be four Officers of the Board, consisting of the following: a President, a Vice President, a Treasurer, and a Secretary.
SECTION 8.2. ELECTION AND TERM, COMPENSATION
The Officers of the Board shall be elected by the Board of Directors at its annual meeting every year. The term of an Officer shall be one (1) year. The term of an Officer elected to fill a vacancy shall expire at the end of the unexpired term that such Officer is filling. Officers shall not be compensated for their services
SECTION 8.3. DUTIES OF THE PRESIDENT
The President shall be the principal officer of the Association and shall:
Preside at all meetings of the Board of Directors, Executive Committee and Membership meetings of the Association, and when presiding at general meetings shall report to the membership on board actions;
Represent the Association to all public entities, except that the President may ask another officer or Board Committee chair to represent the Association as required;
Appoint Board Committees and identify Directors and Members for special assignments;
Sign with the Secretary or any other Officer authorized by the Board, any contracts or other legal documents expressly authorized by the Board;
Sign with the Treasurer all withdrawals of funds from Association bank accounts as required by Association policies and procedures; and
Set agendas for Board and Membership meetings with input from the board.
SECTION 8.4. DUTIES OF THE VICE PRESIDENT
The Vice President shall assist the President, represent the President when so requested by the President, be empowered by the Board to sign any documents requiring the President’s signature in the absence of the President, shall break a tie vote in the event that a Board Committee in which he or she is a member is deadlocked, and perform all duties as may be assigned from time to time by the President or Board of Directors.
SECTION 8.5. DUTIES OF THE TREASURER
Deposit receipts in a financial institution in the Associations name as approved by the Board of Directors, pay all bills and disburse funds as authorized by the Board;
Prepare financial statements and present financial status reports at all meetings required by these Bylaws;
Keep itemized and complete records of all receipts and expenditures in a permanent file,
Sign with the President all withdrawals of funds, and
Perform all duties incident to the office of Treasurer and such other duties as may be assigned from time to time by the President or Board of Directors.
SECTION 8.6. DUTIES OF THE SECRETARY
Prepare agendas for, and take minutes of the proceedings of, all Board of Directors, Executive Committee, and Membership meetings of the Association and maintain files of the minutes;
Publish any notices required by law;
Preserve in a file all records of value to the Association;
Sign with the President or any other Officer authorized by the Board, any contracts or other legal documents expressly authorized by the Board;
Maintain corporate records for State and Federal purposes;
Maintain a current roster of membership including the name, address, telephone number, and membership category of each member,
Conduct the correspondence of the Association, and
Perform all duties incident to the office of Secretary and such other duties as may be assigned from time to time by the President or Board of Directors.
SECTION 8.7. RESIGNATION AND REMOVAL
An officer may resign at any time by delivering notice to the Board. A resignation is effective when the notice is received unless the notice specifies a future effective date. If a resignation is made effective at a future date and the Board accepts the future effective date, the Board may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date. The Board may remove any Officer at any time without cause by the vote of two-thirds (2/3) of the Directors in attendance at a meeting duly called with at least ten (10) days’ written notice that the matter will be voted upon.
ARTICLE IX – COMMITTEES
SECTION 9.1. BOARD COMMITTEES IN GENERAL
The Board may create one (1) or more committees of the Board, in addition to those established by these Bylaws. No Board Committee shall be required to have an annual meeting or scheduled regular meetings. To the extent specified or authorized by the Board of Directors or in these Bylaws, each Board Committee may exercise the authority of the Board, subject always to the oversight of the Board. All actions of the Board Committees shall be reported to and ratified or rejected by the Board. A Committee of the Board may not: (a) authorize distributions; (b) approve or recommend dissolution, merger or the sale, pledge or transfer of all or substantially all of the Association’s assets; (c) elect, appoint or remove Directors or fill vacancies on the Board or on any Board Committee; or (d) adopt, amend or repeal the Articles of Incorporation or these Bylaws. The President shall appoint the members of the Board Committees not otherwise designated by these Bylaws. All Board Committees shall be chaired by a member of the Board. All Board Committees shall have at least three (3) members, except that the Executive Committee shall have at least four (4) members.
Executive Committee. The Executive Committee shall consist of the Board Officers. The President shall serve as the chairperson of the Executive Committee and shall preside at all of its meetings. Except to the extent prohibited or limited by Section 9.1, above, the Executive Committee may exercise the authority of the Board at such times as the Board is not in session. The Executive Committee shall take appropriate action on all recommendations of the Non-Board Committees as defined in Section 9.2, below.
Governance Committee. The Governance Committee shall be responsible for identifying and recruiting prospective Directors of the Association and shall present a slate of nominees for election as Directors at the annual Association Membership meeting. The Committee shall also present a slate of nominees for election as Board Officers and may make recommendations for chairpersons of Board Committees, except for the Finance Committee whose chair shall be the Treasurer. The Governance Committee shall also be responsible for the periodic review of the Bylaws of the Association.
Finance Committee. The Treasurer shall be the chairperson of the Finance Committee. The Treasurer or his or her designee shall preside at all of its meetings. The Finance Committee shall be responsible for preparation of a budget, the budgeting process, recommendation of financial controls, checks and balances and policies and reviewing the financial condition of the Association. The Finance Committee, following its approval of the annual budget, shall present the budget for the approval of the Board prior to the annual meeting of the Association Members and the Board.
SECTION 9.2. NON-BOARD COMMITTEES IN GENERAL
The Board of Directors may create one (1) or more Non-Board Committees, in addition to the committees established as set forth in Sections 9.1. Examples of Non-Board Committees are an Events Committee, a Membership Outreach Committee, a CRA Plan Coordinating Committee, etc. Such Non-Board Committees shall not have the authority of the Board but shall make recommendations to the Executive Committee to be taken up by the Board. Non-Board Committees may include both Directors and individual Association Members who are not on the Board, but must be chaired by a person who is a current member of the Board unless otherwise approved by the President.
ARTICLE X – PARLIAMENTARY AUTHORITY
SECTION 10.1. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall be the parliamentary authority of the Association and shall govern the proceedings of Board of Directors’ meetings, Association Members’ meetings, and Executive Committee meetings.
ARTICLE XI – AMENDMENTS TO BYLAWS
SECTION 11.1. PROCEDURES FOR AMENDING BYLAWS
The Governance Committee may propose amendments to these Bylaws and submit their recommendations to the Board at any time of the year. The Board shall consider the amendments at their next scheduled meeting and shall recommend approval of the amendments as originally submitted, or with revisions proposed by the Board. The Board shall include the Bylaws amendment as an agenda item at the next regularly scheduled general Membership meeting or at the Annual Membership meeting, whichever comes first, and a full text of such an amendment shall be mailed or emailed to all members at least ten (10) days prior to the meeting. Any member proposing an amendment to these Bylaws shall submit the full text of the proposed amendment to the Governance Committee. The Governance Committee will review the proposed amendment and submit their recommendation to the Board. The Board shall consider the amendments at their next scheduled meeting and shall recommend approval of the amendments as originally submitted, or with revisions proposed by the Board. The Board shall include the Bylaws amendment as an agenda item at the next regularly scheduled general Membership meeting, or at the Annual Membership meeting, whichever comes first, and a full text of such an amendment shall be mailed or emailed to all members at least ten (10) days prior to the meeting.
Amendments to the Bylaws requires a two-thirds (2/3) vote of the Members of the Association.
ARTICLE XII – DISSOLUTION
SECTION 13.1. DISSOLUTION
In the event that dissolution of Historic Brownsville Community, Inc. is necessary, the Board shall oversee such process and ensure compliance with all relevant provisions of the Florida Nonprofit Corporation Act and other applicable state and federal laws.
SECTION 13.2. ASSETS
Upon dissolution of Historic Brownsville Community, Inc., any assets are permanently committed to a tax-exempt organization for purposes set forth in its Articles of Incorporation and Bylaws. In the event of dissolution, the assets, after payments of debt, will be given, transferred, donated, or assigned to an organization that exists within the Brownsville area, which itself has tax-exempt status under Section 501(c)(3) of the Internal Revenue Code and whose mission is similar to the mission of Historic Brownsville Community, Inc.
ARTICLE XIII – ADOPTION OF BYLAWS
These Bylaws are adopted by the Historic Brownsville Community, Inc. membership on the _____ day of _______________________, 2016, as witnessed by:
Association Member: _____________________________ ___________________________________
Printed Name Signature
Association Member: _____________________________ ___________________________________
Printed Name Signature