ARTICLE ONE – GENERAL
Section 1.1 Purpose. These Bylaws supplement and implement certain provisions of the Florida Not for Profit Corporation Act, as amended from time to time, (the “Act”) and the Articles of Incorporation of Dean Park Historic District, Inc. (the “Corporation”) filed with the State of Florida Department of State on May 16, 1997.
Section 1.2 Office of Corporation. The initial office of the Corporation is as stated in its Articles of Incorporation. The Board of Directors (the “Board”) shall have the power to change the location of the office in accordance with applicable law, from time to time. The Board may also establish a post office box as the mailing address of the Corporation.
Section 1.3 Background. On April 7, 1997, Dean Park was designated as a Historic District by the City Council of the City of Fort Myers, Florida, by City Ordinance #2802, and the boundaries of Dean Park Historic District (the “District”) are determined by this ordinance. In accordance with the Corporation’s Articles of Incorporation (the “Articles”), the Corporation is organized to protect, preserve and enhance the Dean Park Historic District (the “District” or “Dean Park”) and dedicated to maintaining and preserving the quality of life of residents in the District.
Section 1.4 Fiscal Year. The fiscal year of the Corporation is September 1st through August 31st.The fiscal year of the Corporation may be changed, from time to time, by the majority vote of the Board.
ARTICLE TWO – MEMBERS
Section 2.1 One Class of Members. The Corporation shall have one class of voting members (each a “Member” or collectively the “Members”). In accordance with Article X of the Articles, the qualifications for Members and the manner of their admission shall be regulated by the Bylaws of the Corporation.
Section 2.2. Eligibility for Membership. Those eligible to be Members of the Corporation are (a) persons eighteen (18) years or older or other entities that own property within the District and.(b) tenants eighteen (18) years or older or other entities that have occupied a residence within the District for a period of six (6) months or more. For the purposes of these Bylaws, eligible entities include trusts, corporations, limited liability companies, partnerships and other legal entities. Joint owners or joint occupants of one residential unit within Dean Park may be considered one “Member.”
Section 2.3 Qualification as Voting Member. Any eligible Member who makes a membership contribution to the Corporation shall qualify as a voting Member of the Corporation for the fiscal year in which the contribution is made. The Board may establish different membership categories, based on the amount of the contribution made. The Treasurer of the Corporation shall maintain a roster of all such contributions and qualified Members.
Section 2.4 Friends of Dean Park. Any person or entity who makes a contribution to the Corporation but is not eligible to be a voting Member of the Corporation shall be a “Friend of Dean Park” for the fiscal year in which the contribution is made.
Section 2.5 Membership Voting. The Articles of Incorporation do not provide for the Members to vote upon the affairs of the Corporation, or for the Members to elect the directors of the Corporation. Notwithstanding the foregoing, the Board, from time to time, may determine to put certain matters to the vote of the Members. In this case, the majority vote of qualified voting present and eligible to vote shall determine the outcome of such votes.
Section 2.6 Transfer and Termination of Membership. A Member may not voluntarily or involuntarily transfer or assign such Member’s membership or any rights arising therefrom. Membership is terminated upon the death of an individual Member, dissolution of an entity Member, or when the eligibility of the Member ceases.
Section 2.7 Evidence of Membership. The Corporation may issue certificates or cards evidencing membership in the Corporation.
ARTICLE THREE – BOARD OF DIRECTORS
Section 3.1 Authority. The business, property and affairs of the Corporation shall be managed by the Board of Directors, which may exercise all such authority and powers of the Corporation and do all such lawful acts and things permitted by the Act, by the Articles of Incorporation by these Bylaws.
Section 3.2 Number of Directors. The Corporation shall have a minimum number of directorships of five (5) and a maximum number of nine (9). All directors must be eligible for Membership in accordance with Section 2.2 above. The Dean Park representative on the Fort Myers Historic Preservation Commission shall be one of the directors.
The Corporation may also have an unlimited number of non-voting Honorary Directors, who shall be elected at any meeting of the Board and who shall serve in perpetuity. Honorary Directors shall be persons who have rendered extraordinary contributions and outstanding service to the Dean Park Community.
Section 3.3 Term. The Board shall nominate and elect the directors at the annual meeting of the Board. All directors shall hold office for the following year until the next annual meeting of the Board and until the director’s successor shall have been duly elected and shall have qualified, or until the director’s death, resignation or removal. Any director may serve for an unlimited number of terms.
Section 3.4 Removal of Directors. A director may be removed by the Board of Directors only at a meeting called for the purpose of removing the director, and the meeting notice must state that the removal of the director is a purpose for the meeting. The Board may remove a director with or without cause, and a director may be removed only if the number of votes cast to remove exceeds the number of votes cast not to remove.
Section 3.5 Vacancy. If a vacancy occurs on the Board, including a vacancy resulting from an increase in the number of directors, the directors may fill the vacancy. If the directors remaining in office constitute fewer than a quorum of the Board, such directors may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. A vacancy, which will occur at a specific later date, by reason of a resignation effective at a later date, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.
Section 3.6 Committees of the Board. The Board may create one or more committees, and each committee shall have two or more directors who serve at the pleasure of the Board. Such committees may also include other individuals (Members and non-members) appointed by the Board
Provisions in the Articles of Incorporation, these Bylaws or the Act that govern meetings, action without meetings, notice and waiver of notice, quorum and voting requirements of the Board, apply to committees and their members. A committee may exercise any of the authority of the Board delegated to it; except that, a committee may not: (a) fill vacancies in the Board or any Board committee; (b) amend the Articles of Incorporation; (c) adopt, amend or repeal bylaws; or (d) approve a plan of merger is dissolution of the Corporation.
Standing committees of the Board include:
a. Nominating Committee
b. Neighborhood Watch Committee
c. Special Events Committee
Section 3.7 Compensation. No member of the Board of Directors shall receive compensation.
Section 3.8 Reimbursement for Corporate Expenses. The Corporation shall reimburse members of the Board of Directors for out-of-pocket expenses incurred on behalf of the Corporation; provided however, that no individual expense in excess of one hundred dollars ($100.00) shall be incurred without the prior approval of the Board.
Section 3.9 Annual Meetings. The Board shall hold an annual meeting in November of every year for the purpose of electing directors and officers and conducting other business of the Corporation. The agenda for the annual meeting shall include, but not be limited to: a. Call to order by the President;
- Election of directors by the Board;
- Election of officers by the Board;
- Approval of minutes of previous annual meeting;
- President’s report;
- Treasurer’s annual report, to include:
-financial report on prior fiscal year
-proposed budget for current fiscal year;
- Reports of committees;
- Report of Historic District Commission representative;
- Unfinished business;
- New business, including adoption of final budget;
Section 3.10 Notice of Annual Meetings. The Secretary shall mail written notice of the annual meeting to all eligible voting Members no less than five (5) days prior to each meeting.
Section 3.11 Regular Board Meetings; Notice. The Board may hold regular meetings at a time and place designated by the President of the Corporation. Regular meetings of the Board shall take place no less than four (4) times per year. The President shall provide all directors with at least two (2) days advance written notice of each regular meeting by mail or electronic transmission.
Section 3.12 Special Board Meetings; Notice. The President (or two or more directors of the Board) may also call special meetings of the Board. The President (or the directors, as the case may be) shall provide all directors with at least two (2) days advance notice of any special meeting by phone, mail or electronic transmission.
Section 3.13 Board Participation by Teleconference. The Board may permit any or all directors to participate in a meeting by any means of communication by which all directors participating may simultaneously hear each other during the meeting or in any other matter permitted by the Act.
Section 3.14 Quorum and Voting. A quorum of the Board shall consist of a majority of the number of directors in office immediately before the meeting begins. No director may vote or deemed to be in attendance at a meeting by proxy. No votes of the Board may occur by email or other electronic transmission, except in accordance with Section 3.15 below. See Section 617.0824 of the Act.
Section 3.15 Action Without Meeting (Unanimous Consent). Action required or permitted to be taken at the Board may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by one or more written consents describing the action to be taken, signed by each director or by an email sent by each director, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken by written consent is effective when the last director signs the consent, unless the consent specifies a different effective date. Action by written consent has the effect of a meeting vote and may be described as such in any document. See Section 617.0821 of the Act.
Section 3.16 Liability of Officers and Directors. No officer or director of the Corporation shall be personally liable for monetary damages to any persons for any statement, vote, decision or failure to take an action, regarding organizational management or policy by an officer or director, unless (a) the officer or director breached or failed to perform his or her duties as an officer or director; and the officer’s or directors’ breach of, or failure to perform his duties constitutes (a) a violation of criminal law, (b) a transaction from which the officer or director derived an improperly personal benefit, director or indirectly; or recklessness or an act or omission that was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety or property, in accordance with In accordance with Section 617.0834 of the Act, as amended from time to time.
Section 3.17 Conflicts of Interest. All officers and directors shall comply with the conflicts of interest requirements of Section 617.0822 of the Act and the “Conflicts of Interest Policy” duly adopted by the Board..
ARTICLE FOUR – OFFICERS
Section 4.1 Election of Officers. The Corporation’s officers shall consist of a President, Vice President, Secretary and Treasurer. Any person may simultaneously hold multiple offices. The officers of the Corporation shall be elected by the Board annually at each annual meeting of the directors. An officer shall hold office until the officer’s successor shall have been duly appointed or until the officer’s death, resignation or removal.
Section 4.2 President. The President shall be the chief executive officer of the Corporation. Subject to the control of the Board, the president shall oversee all of the business and affairs of the Corporation. The President shall, when present, preside at all meetings of the Board. The President may sign any contract, or other instrument which the Board has authorized unless the execution thereof shall be expressly delegated by the Board or by these Bylaws or applicable law to another officer. In general, the president shall perform all incident to the office of president and such other duties as may be assigned by the Board from time to time.
Section 4.3 Vice President. In the absence of the President or in the event of the President’s death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned by the President or the Board.
Section 4.4 Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors and email the minutes to all Board members within two (2) weeks after each meeting, and the Secretary shall maintain a file or minute book the minutes of the Board meetings. The Secretary shall see that all notices are duly given. The Secretary shall be custodian of the corporate records and shall maintain any corporate records required by the Act. The Secretary shall execute certificates authenticating corporate documents or actions taken by the directors, any officer or any representative of the Corporation, which shall constitute, as to all persons who rely thereon in good faith, conclusive evidence of such action. In general, the Secretary shall perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the president or by the Board.
Section 4.5 Treasurer. The Treasurer shall be responsible for collecting and managing all funds of the Corporation; and shall deposit all funds and securities in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board. The Treasurer shall maintain a list current list of membership donations made to the Corporation. The Treasurer, in cooperation with the President, shall prepare a proposed annual budget. The Treasurer shall make, or have made, all required filings with the Internal Revenue Service and Florida Department of Revenue Services. The Treasurer shall prepare financial reports for each regular and annual meeting of the Board. In general, the Treasurer shall perform other duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board.
Section 4.6 Representative to Fort Myers Historic Preservation Commission. One director of the Corporation shall serve as the representative of Dean Park to the Fort Myers Historic Preservation Commission.
Section 4.7 Additional Powers & Duties. In addition to such powers and duties as specified in these Bylaws and by the Board, each officer shall also generally have the authority and be required to fulfill the duties which by law and general usage pertain to the particular office, unless the Board has expressly stated otherwise.
Section 4.8 Standards of Conduct. An officer with discretionary authority shall discharge such authority in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner the officer reasonably believes to be in the best interests of the Corporation. In discharging duties, an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (a) one or more officers or employees of the Corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or (b) legal counsel, public accountants or other persons as to matters the officer reasonably believes are within the person’s professional or expert competence.
Section 4.9 Resignation and Removal. An officer may resign at any time by delivering notice to the Corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Corporation accepts the future effective date, the Board may fill the pending vacancy before the effective date; provided the successor does not take office until the effective date. The Board may remove any officer at any time with or without cause.
ARTICLE FIVE – INDEMNIFICATION
Section 5.1 Indemnification. The Corporation shall indemnify its directors and officers to the fullest extent permitted by the Act, the Articles of Incorporation of the Corporation and these Bylaws. The Corporation shall advance the payment of legal expenses to an officer or director in the defense of any claim for which indemnification may be available to the fullest extent permitted by law and Articles of Incorporation.
ARTICLE SIX – EMERGENCY BYLAWS
Section 6.1 Emergency Defined. In accordance with Section 617.0207 of the Act, an emergency exists if a quorum of the Corporation’s directors cannot readily be assembled because of some catastrophic event. In this case, the following emergency bylaws shall supersede any bylaw provision contained herein which is inconsistent therewith. The emergency bylaws of the Corporation shall remain in effect during any emergency and, upon termination of the emergency, the emergency bylaws will cease to be operative.
Section 6.2 Powers and duties of President. If the President is unavailable to act during or immediately after a catastrophic event, the powers and the duties of the President may be assumed by the following officers in succession based upon availability: the Vice President; the Treasurer; the Secretary; or the first available member of the Board going in order of seniority.
Section 6.3 Notice. Notice of an emergency meeting of the Board need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including phone, publication and radio.
Section 6.4 Quorum. The director or directors in attendance at the emergency Board meeting constitutes a quorum.
Section 6.5 Corporation Action; Director Liability. Corporate action taken in good faith during an emergency under this Article 6 to further the ordinary affairs of the Corporation: binds the Corporation and may not be used to impose liability on a corporate director, officer, employee or agent. An officer, director or employee acting in accordance with any emergency bylaws is only liable for willful misconduct.
ARTICLE SEVEN – AMENDMENTS
Section 7.1 Amendments to the Articles of Incorporation. The Board may amend or restate the Certificate of Incorporation at a meeting of the Board by the affirmative vote of majority of the directors then in office. See Sections 617.1002 and 617.1007 of the Act. The Articles of Incorporation cannot be amended or restated unless the proposed change is set forth in the notice of meeting at which the change will be voted upon.
Section 7.2 Amendments to Bylaws. The Board may amend or restate the Bylaws of the Corporation at a meeting of the Board by the affirmative vote of a majority a vote of a majority of all directors then in office. The Bylaws cannot be amended or restated unless the proposed change is set forth in the notice of meeting at which the change will be voted upon.
Section 7.3 Board Actions to Change Voting Requirements. Actions by the Board to change voting and quorum requirements (for amendments to the Certificate of Incorporation, Bylaws or other actions of the Board) must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.