BYLAWS of the VAN FLEET FOUNDATION, INC.
ARTICLE I – BOARD OF DIRECTORS
A. The Board of Directors will consist of a minimum of three directors. Additional directors may be appointed by the President of the Foundation at any time, subject to confirmation by the existing Board of Directors.
B. The initial directors and officers of the Foundation were appointed by the Incorporator, as indicated in the Articles of Incorporation.
C. The term of office for directors shall be three years, renewable subject to confirmation by the Board of Directors. The three year term for the initial directors shall run from the 1st of January, 2016.
ARTICLE II -- OFFICERS
A. The officers of the Foundation shall be a President, Vice-President, Secretary and Treasurer. The initial President was appointed by the Incorporator, as indicated in the Articles of Incorporation. The President shall appoint the other officers, subject to confirmation by the Board of Directors.
B. The term of office for officers shall be three years, renewable subject to confirmation by the Board of Directors. The three year term for the initial directors shall run from the 1st of January, 2016.
C. In the event the office of President becomes vacant, the Vice President will assume the duties of the President.
ARTICLE III -- DUTIES OF OFFICERS
A. The President shall preside at all meetings of the Foundation and of the Board of Directors and shall exercise the usual functions and duties of the presiding officer. The President is the Chief Executive Officer of the Foundation and shall have the authority to act for the Foundation between meetings of the Board of Directors. The President will assume or assign the responsibility to ensure the proper tax-exemption documentation, if required, is filed annually with the United States Internal Revenue Service so the Chapter can remain a tax-exempt organization.
B. The Vice President shall serve in the absence of the President and shall perform any other duties that may be assigned to him by the President or the Board of Directors.
C. The Secretary shall conduct the correspondence of the Foundation and arrange all meetings. He shall have charge of the records of the Foundation. He shall keep in a permanent record book all minutes of all meetings. He shall give due notice when required of meetings of the Foundation and the Board of Directors and shall perform such other duties as shall usually pertain to his office.
D. The Treasurer shall collect all funds due the Foundation and shall deposit them in a federally insured institution to the credit of the Foundation. He shall disburse such funds as are authorized by the Board of Directors. He shall keep a true account of all receipts and disbursements and shall annually make a report of same to the Foundation. He shall also make a short financial report at each of the Board of Directors meetings. The Treasurer shall be responsible for all finances of the Foundation. The Treasurer shall be responsible for submitting a proposed annual budget to the Board of Directors for approval prior to the annual December Meeting. All funds shall be disbursed by check, which shall be signed by the Treasurer or any authorized signer. No sum shall be paid out of Foundation funds unless authorized by the annual budget or by the Board of Directors. The President, the Vice President and the Secretary should also be authorized signers on the “bank approved signatures card” as backups for emergencies only, such as the Treasurer being gravely ill or otherwise unavailable.
ARTICLE IV -- INDEMNIFICATION
Under the provisions of Florida Statutes 607.0831 and 617.0834 the directors and officers of the Van Fleet Foundation are immune from civil liability resulting from the performance of their duties in good faith. Under the provisions of Florida Statutes 607.0850 the Van Fleet Foundation will indemnify its directors and officers against any proceeding that may be brought against them related to the performance of their duties.
ARTICLE V -- MEETINGS
A. There shall be regular quarterly meetings of the Board of Directors in March, June, September and December. Special meetings of the Board of Directors may be called at any time by the President and must be preceded by at least 2 days’ notice of the date, time, and place of the meeting.
B. One third (rounded down to the nearest whole number) of the members of the Board of Directors shall constitute a quorum at a Board of Directors meeting whenever the Board of Directors consists of nine or more members. Whenever there are fewer than nine members of the Board of Directors, two members shall constitute a quorum. Board of Directors meetings and the transaction of business maybe be held in person or by conference telephone call, or it may take action without a meeting by the unanimous written action of all members who compose it.
C. Recommended order of business, if any, at a Board of Directors meeting.
a. Call to order by the Foundation President.
b. Reading the Statement of Purpose of the Van Fleet Foundation.
c. Approval of minutes of previous meeting.
d. Reports of Officers.
e. Reports of Committees (if any).
f. Unfinished Business.
g. New Business.
ARTICLE VI – FINANCES
The accounting year for the Van Fleet Foundation shall begin January 1 and end December 31 and shall constitute the fiscal year.
ARTICLE VII -- DISSOLUTION
Upon the dissolution of this Foundation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)3 of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction exclusively for such purposes or to such organization or organizations as said Court shall determine which are organized and operated exclusively for such purposes.
ARTICLE VIII -- AMENDMENTS
These Bylaws may be amended by a majority vote of those members present and voting at any meeting of the Board of Directors, provided notice of the proposed amendments shall have been sent to each member not less than ten days prior to the date of the meeting.
Approved July 22, 2015
Joseph McChristian, Jr., President
Thomas G. Fergusson
Joseph A. McChristian III