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BYLAWS ARTICLE I – OFFICES SECTION 1. PRINCIPAL OFFICE. The principal office of the corporation shall be in the city of Naples, County of Collier, State of Florida. SECTION 2. OTHER OFFICES. The corporation may also have offices at such other places within or without the State of Florida as the Board of Directors may from time to time determine or the activities of the corporation may require. SECTION 3. REGISTERED OFFICE. The registered office of the corporation shall be established and maintained at
3394
Cerrito Court, Naples in the County of Collier, State of Florida.
ARTICLE II - NONPROFIT PURPOSES
SECTION 1. IRC SECTION 501 (c)(3) PURPOSES. This corporation is organized exclusively for one or more of the purposed
as specified in Section 501 (c)(3) of the Internal Revenue Code, including, for
such purposes, the making of distributions to organizations that qualify as
exempt organizations under Section 501 (c)(3) of the Internal Revenue Code.
SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES. The specific objectives
and purpose of this corporation shall be to facilitate and enable the
self-sustainable development capacities of lower income individuals and
families, primarily in rural African communities, through the creation and
development of literacy programs and cultural centers.
This includes reducing illiteracy in African communities as well as
reducing American cultural illiteracy through exposure to African history, arts,
cultures and peoples; assisting in development projects to sustain and maintain
the communities social, cultural and economic well being.
This is a non stock, nonprofit corporation. The purpose of the corporation is to
engage in any lawful act or activity which nonprofit corporations may be
organized. The nature of the business and the objects and purposes proposed to
be transacted, promoted and carried on, are to do any and all the things herein
mentioned, as fully and to the same extent as natural persons might or could do,
and in any part of the world.
ARTICLE III – DIRECTORS
SECTION 1. ANNUAL MEETINGS. Annual meetings of directors for the election of
directors and for such other business as may be
stated in the notice of the meeting, or as may properly come before the meeting,
shall be held at such places, either within or without the State of Florida and
at such times and dates as the Board of Directors, by resolution, shall
determine and as set forth in the notice of the meeting. In the event the Board
of Directors fails to so determine the time, date and place of the meeting, the
annual meeting of directors shall be held at the principal office of the
corporation on the second Thursday of March at 9:00 o’clock A.M. in each year.
If the date of the annual meeting shall fall upon a legal holiday, the meeting
shall be held on the next succeeding business day.
SECTION 2. OTHER MEETINGS. Meetings of directors for any purpose other than the
election of directors may be held at such a time and place, within or without the
State of Florida, as shall be stated in the notice of the meeting.
SECTION 3. QUORUM FOR MEETINGS. A quorum shall consist of three of the members of the
Board of Directors. Except as otherwise provided under the Articles of Incorporation, these
Bylaws, or provisions of law, no business shall be considered by the board at
any meeting at which the required quorum is not present, and the only motion
which the Chair shall entertain at such meeting is a motion to adjourn.
SECTION 4. VOTING. Each director entitled to vote in accordance with the terms
and provisions of the Articles of Incorporation and these Bylaws shall be entitled to one vote,
in person or by proxy, but no proxy shall be voted after one year from its date unless such
proxy provides for a longer period. All elections for directors shall be decided
by plurality vote; all other questions shall be decided by majority vote, except
as otherwise provided by the Articles of Incorporation.
SECTION 5. NUMBER AND TERM. The number of directors shall be no less than 4,
or no fewer than required by law. The directors shall be elected at the annual
meeting and each director shall be elected to serve until his successor shall be
elected and shall qualify.
SECTION 6. RESIGNATIONS. Any director, member of a committee or officer
may resign at any time. Such resignation shall be made in writing, to the
Chairperson of the Board, the President, the Secretary, or the Board of
Directors, and shall take effect at the time specified therein, and if no time
is specified, at the time of its receipt by the president or secretary. The
acceptance of a resignation shall not be necessary to make it effective.
SECTION 7. VACANCIES. If the office of any director, member of a committee or
officer becomes vacant, the remaining directors in office, though less than quorum
by a majority vote, may appoint any qualified person to fill such vacancy, and to
hold office for the unexpired term and until his successor shall be duly chosen.
SECTION 8. REMOVAL. Any director or directors, member of a committee or
officer may be removed either for or without cause at any time by the affirmative
vote of a majority of the Board of Directors, at a special meeting of the directors
for that purpose. The above provisions of this Section shall be superseded by any
conflicting terms of a contract which has been approved or ratified by the Board
of Directors relating to the employment of any officer of the corporation.
SECTION 9. INCREASE IN NUMBER. The number of directors may be increased by a
majority of the quorum vote at the annual meeting of the Board of Directors.
SECTION 10. COMPENSATION. Directors shall not receive any stated salary for
their services as directors or as members of committees, but by resolution of the
Board a fixed fee and expenses of attendance may be allowed for attendance at each
meeting. Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity as an officer, agent or otherwise,
and receiving compensation therefore.
SECTION 11. ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any meeting of the Board of Directors, or of any committee as the case
may be, and such written consent is filed with the minutes of proceedings of the
Board or committee.
SECTION 12. NONLIABILITY OF DIRECTORS. The directors shall not be personally
liable for the debts, liabilities, or other obligations of the corporation.
SECTION 13. INDEMNIFICATION. Any director, officer or employee of the Corporation
shall be indemnified and held harmless to the full extent allowed by law.
SECTION 14. INSURANCE FOR CORPORATE AGENTS. Except as may be otherwise provided
under provisions of law, the Board of Directors may adopt a resolution authorizing
the purchase and maintenance of insurance on behalf of any agent of the corporation
(including a director, officer, employee or other agent of the corporation) against
liabilities asserted against or incurred by the agent in such capacity or arising
out of the agent’s status as such, whether or not the corporation would have the
power to indemnify the agent against such liability under the Articles of Incorporation,
these Bylaws or provisions of law.
ARTICLE IV – OFFICERS
SECTION 1. OFFICERS. The officers of the
corporation shall consist of a President, a Vice President, a Treasurer, and a
Secretary, and shall be elected by the Board of Directors and shall hold office
until their successors are elected and qualified. In addition, the Board of
Directors may elect a chairman, one or more vice-presidents and such assistant
secretaries and assistant treasurers, as it may deem proper. None of the
officers of the corporation need be directors. The officers shall be elected at
the first meeting of the Board of Directors. More than two offices may be held
by the same person, except the offices of President and Secretary, unless there
is only one member.
SECTION 2. OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such
officers and agents as it may deem advisable, who shall hold their offices for
such terms and shall exercise such power and perform such duties as shall be
determined from time to time by the Board of Directors.
SECTION 3. CHAIRMAN. The Chairman of the
Board of Directors, if one be elected, shall preside at all meetings of the
Board of Directors, and he or she shall have and perform such other duties as
from time to time may be assigned to him or her by the Board of Directors.
SECTION 4. PRESIDENT. The President shall be the chief executive officer of the corporation and
shall have the general powers and duties of supervision and management usually
vested in the office of the president of a corporation. He or she shall preside
at all meetings and in the absence or non-election of the Chairman of the Board
of Directors, at all meetings of the Board of Directors, and shall have general
supervision, direction and control of the affairs of the corporation. Except as
the Board of Directors shall authorize the execution thereof in some manner, he
or she shall execute bonds, mortgages, and other contracts on behalf of the
corporation, and shall cause the seal to be affixed to any instrument requiring
it and when so affixed the seal shall be attested by the signature of the
secretary or treasurer.
SECTION 5. VICE-PRESIDENT. Each vice-president shall have such powers
and shall perform such duties as shall be assigned to him or her by the
directors.
SECTION 6. TREASURER. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of all
receipts and disbursements in books belonging to the corporation. He shall
deposit all moneys and other valuables in the name and to the credit of the
corporation in such depositories as may be designated by the Board of Directors.
The treasurer shall disburse the funds of the corporation as may be ordered by the
Board of Directors, or the president, taking proper vouchers for such
disbursements. He or she shall render to the president and Board of Directors at
the regular meetings of the Board of Directors, or whenever they may request it,
an account of all his or her transactions as treasurer and of the financial
condition of the corporation. If required by the Board of Directors, he or she
shall give the corporation a bond for the faithful discharge of his or her
duties in such amount and with such surety, as the Board shall prescribe.
SECTION 7. SECRETARY. The secretary shall give, or cause to be given,
notice of all meetings of members and directors, and all other notices required
by law or by these Bylaws, and in the case of his or her absence, or refusal or
neglect to do so, any such notice may be given by any person thereunto directed
by the President, or by the directors, upon whose requisition the meeting is
called as provided by these Bylaws. He or she shall record all the proceedings
of the meetings of the corporation and of the directors in a book to be kept for
that purpose, and shall affix the seal to all instruments requiring it, when
authorized by the directors or the president, and attest the same.
SECTION 8. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. Assistant
treasurers and assistant secretaries, if any, shall be elected and shall have
such powers and shall perform such duties as shall be assigned to them,
respectively, by the directors.
ARTICLE V – PROHIBITION OF DIVIDENDS
SECTION 1. PROHIBITION OF DIVIDENDS. No part of the net earnings of the
corporation shall inure to the benefit of, or be distributable, as dividends or
in any other manner, to its members, directors, officers or other private
persons, except that the corporation shall be authorized and empowered to pay
reasonable compensation for services rendered and to make payments and
distributions in furtherance of the purpose set forth in the Articles of
Incorporation.
ARTICLE VI - DISSOLUTION
SECTION 1. DISSOLUTION. Upon the dissolution of the corporation, the
Board of Directors shall after paying or making provisions for the payment of
all of the liabilities of the corporation, dispose of all of the assets of the
corporation exclusively for the purposes of the corporation in such manner, for
charitable, educational, religious, or scientific purposes as shall at the time
qualify as an exempt organization or organizations under Section 501(c)(3) of
the Internal Revenue Code of 1954 (or the corresponding provisions of any future
United States Law) as the Board of Directors shall determine. Any such assets
not so disposed of shall be disposed of by the Court of Common Pleas of the
County in which the principal office of the corporation is then located,
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 VII – FISCAL YEAR
SECTION 1. FISCAL YEAR. The fiscal year of the corporation shall
coincide with the calendar year until otherwise determined by resolution of the
Board of Directors.
ARTICLE VIII – EXECUTION OF CORPORATION INSTRUMENTS
SECTION 1. INSTRUMENTS. The Board of Directors, except as otherwise
provided in these Bylaws, may by resolution authorize any officer or agent of
the corporation to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the corporation, and such authority may be
general or confined to specific instances. Unless so authorized, no officer,
agent, or employee shall have any power or authority to bind the corporation by
any contract or engagement or to pledge its credit or to render it liable
monetarily for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES. Except as otherwise specifically determined
by resolution of the Board of Directors, or as otherwise required by law,
checks, drafts, promissory notes, orders for the payment of money, and other
evidence of indebtedness of the corporation shall be signed by the Treasurer and
countersigned by the President of the corporation, or in his/her absence, the
Vice President of the corporation.
SECTION 3. DEPOSITS. All funds of the corporation shall be deposited from time to time
to the credit of the corporation in such banks, trust companies, or other
depositories as the Board of Directors may select.
SECTION 4. GIFTS. The Board of Directors may accept on behalf of the corporation any
contribution, gift, bequest, or devise for the nonprofit purposes of this
corporation.
ARTICLE IX - CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS. The corporation shall keep at its
principal office:
Minutes of all meetings of directors, and committees of the board
indicating the time and place of holding such meetings, whether regular or
special, how called, the notice given, and the names of those present and the
proceedings thereof
Adequate and correct books and records of account, including accounts of
its properties and business transactions and accounts of its assets,
liabilities, receipts, disbursements, gains and losses;
A copy of the corporation's Articles of Incorporation and Bylaws as
amended to date, shall be opened to inspection at all reasonable times during
office hours.
SECTION 2. DIRECTORS' INSPECTION RIGHTS. Every director shall have the absolute right at
any reasonable time to inspect and copy but not distribute all books, records
and documents of every kind and to inspect the physical properties of the
corporation and shall have such other rights to inspect the books, records and
properties of this corporation as may be required under the Articles of
Incorporation, other provisions of these Bylaws, and provisions of law.
SECTION 3. SEAL. The corporate seal shall be circular in form and shall
contain the name of the corporation, the year of its creation and the words,
“CORPORATE SEAL OF THE AFRICAN LITERACY, ART, AND DEVELOPMENT ASSOCIATION,
INC.” Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced. Failure to affix the seal to
corporate instruments, however, shall not affect the validity of any such
instrument.
SECTION 4. RIGHT TO COPY AND MAKE
EXTRACTS. Any inspection under the provisions of this
Article may be made in person or by agent or attorney and the right to
inspection shall include the right to copy and make extracts.
SECTION 5. PERIODIC REPORT. The board shall cause any annual or periodic report required
under law to be prepared and delivered to an office of this state of this
corporation, to be so prepared and delivered within the time limits set by law.
ARTICLE X – NOTICE AND WAIVER OF NOTICE
SECTION 1. NOTICE. Whenever any notice is required by these Bylaws to be
given, personal notice is not meant unless expressly stated, and any notice so
required shall be deemed to be sufficient if given by depositing the same in the
United States mail, postage prepaid, addressed to the person entitled thereto at
his or her address as it appears on the records of the corporation, and such
notice shall be deemed to have been given on the day of such mailing. Members
not entitled to vote shall not be entitled to receive notice of any meetings,
except as otherwise provided by statute.
SECTION 2. WAIVER OF NOTICE. Whenever any notice whatever is required to
be given under the provisions of any law, or under the provisions of the
Articles of Incorporation of the corporation of these Bylaws, a waiver thereof
in writing signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed proper notice.
ARTICLE XI - IRC 501(c)(3) TAX EXEMPTION PROVISIONS
SECTION 1. LIMITATIONS ON
ACTIVITIES. No substantial part of the activities of this corporation shall be the
carrying on of propaganda, or otherwise attempting to influence legislation
[except as otherwise provided by Section 501(h) of the Internal Revenue Code],
and this corporation shall not participate in, or intervene in (including the
publishing or distribution of statements), any political campaign on behalf of,
or in opposition to, any candidate for public office. Not withstanding any other provisions of these Bylaws, this
corporation shall not carry on any activities not permitted to be carried on (a)
by a corporation exempt from federal income tax under Section 501(c)(3) of the
Internal Revenue Code, or (b) by a corporation, contributions to which are
deductible under Section 170(c)(2) of the Internal Revenue Code.
SECTION 2. PROHIBITION AGAINST PRIVATE
INUREMENT. No part of the net earnings of this corporation shall inure to the
benefit of, or be distributable to, its members, directors or trustees,
officers, or other private persons, except that the corporation shall be
authorized and empowered to pay reasonable compensation for services rendered
and to make payments and distributions in furtherance of the purposes of this
corporation.
ARTICLE XII – AMENDMENTS
SECTION 1.AMENDMENTS. These Bylaws may be altered and repealed and
Bylaws may be made at any annual meeting or any special meeting thereof if
notice thereof is contained in the notice of such special meeting, by the
affirmative vote of a majority of the Board of Directors, at any regular meeting
of the Board of Directors, or at any special meeting of the Board of Directors,
if notice thereof is contained in the notice of such special meeting.
If there is any conflict between the provisions of these Bylaws and the Articles
of Incorporation of this corporation, the provisions of the Articles of
Incorporation shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or
invalid for any reason, the remaining provisions and portions of these Bylaws
shall be unaffected by such holding.
All references in these Bylaws to a section or sections of the Internal Revenue Code
shall be to such sections of the Internal Revenue Code of 1986 as amended from
time to time, or to corresponding provisions of any future federal tax code.
ADOPTION OF BYLAWS
We, the undersigned, are the initial officers of this corporation, and we
consent to, and hereby do, adopt the foregoing Bylaws, consisting of eight preceding
pages, as the Bylaws of this corporation. |
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