THE CHILDREN OF IRELAND GROUP, Inc.
A NONPROFIT CORPORATION
SECTION 1: Definition of By-Laws
These By-Laws constitute the code of rules adopted by this corporation for the regulation and management of its affairs.
SECTION 2: Offices and Agency
2.01. Principal and Branch Offices. The principal place of business of this Corporation in Florida shall be located at 3231 Fred George Road, Tallahassee, Florida 32303; such office may be re-designated at the discretion of the Board. In addition, the Corporation may maintain other offices within the State of Florida as its activities require.
2.02. Location of Registered Office and Registered Agent. The location of the registered office is as stated in the Articles of Incorporation. Such an office will be continuously maintained in the State of Florida for the duration of existence of this Corporation. The Board of Directors may from time to time change the address of its registered office and establish a successor Registered Agent, by duly adopted resolution and filing the appropriate statement with the Florida Department of State.
SECTION 3: Membership
3.01. Voting Membership. Any natural person or entity described in Article V of the Articles of Incorporation of the Corporation, shall be eligible for voting membership in the Corporation. Entities shall designate, in writing, one person to exercise its voting privilege.
3.02. Admission and Expiration. Any eligible person or entity who completes an application and submits annual dues according to the schedule adopted by the Board of Directors, shall be admitted to membership. Eligibility of any person or entity whose membership has been revoked resides in the sole and unfettered discretion of the Board of Directors. The dues year shall commence on the date dues are received at the principal office of the Corporation, and shall expire at midnight on the same date one year thereafter, unless renewal dues shall have been received prior to such time, in which case continuing membership shall begin on the anniversary date of membership commencement. No official declaration shall be necessary to the expiration of membership. Membership may be reinstated after a hiatus in membership upon payment of accrued dues which would have been payable during the period of hiatus. Membership shall terminate upon the resignation or death of a member. The resignation of a member shall take effect on the effective date stated in the written notice of resignation or if no such date is stated, upon receipt of written notice by an officer, or at the principal office of the Corporation. Membership in the Corporation shall not be assignable. In no event shall any portion of current dues be refunded to a resigned, deceased or expelled member.
3.03. Revocation of Membership. Membership of a member may be revoked for cause defined in Article IV of the Articles of Incorporation, upon the vote of a majority of the Board of Directors, upon conclusion of a due process hearing, unless such a hearing is waived by the member.
3.04. Membership Privileges. The Board of Directors may establish privileges and benefits which accrue from membership in the Corporation.
3.05. Members' Meetings. The annual meeting of members shall be held in the month of February of each year, or otherwise as determined by the Board of Directors. Special meetings of the members may be called by the Board of Directors or by Members having at least thirty (30) percent of the votes which all individual members are entitled to cast at such meeting. Any such meeting may be held via an electronic medium which allows participation by all members in attendance.
3.06. Notice of Members' Meetings. Written notice, stating the place, day and hour of the annual meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered in writing to each member entitled to vote at such meeting, not less than fifteen (15) nor more than thirty (30) days before the date thereof, by or at the direction of the Directors or members calling the meeting. Notice will be deemed to have been delivered when deposited, postage paid, in the United States mail, or transmitted by electronic means, addressed as appropriate to the method to each member's address as it appears on the records of the Corporation.
3.07. Voting Rights of Members. Each voting member in good standing, that is, whose membership shall not have expired for non-payment of dues, shall be entitled to one vote on each matter submitted to a vote of members. Voting on any matter by proxy, except as voting by proxy may be understood as voting by a person designated in writing by a member entity, and cumulative voting for Directors, is not authorized.
3.08. Quorum of Members. A quorum shall be constituted by the voting members present at any duly called meeting, provided that a quorum must include a majority of the Board of Directors. The vote of a majority of the votes entitled to be cast by the voting members present is necessary for the adoption of any matter voted on unless a greater proportion is required by law, the Articles of Incorporation, or these By-Laws.
SECTION 4: Directors
4.01. Definition of Board of Directors. The Board of Directors is that group of persons vested with the management of the affairs of this Corporation, subject to the law, the Articles of Incorporation, and these By-Laws.
4.02. Qualification and Removal of Directors. The qualification for becoming and remaining a Director is voting membership in good standing. A person designated by a member entity is eligible to be elected a director. A director may be removed in accordance with the Articles of Incorporation and the By-Laws.
4.03. Number of Directors. The number of Directors shall be established from time to time by the members through amendment of these By-Laws. The initial Board of Directors shall be composed of at least five (5) persons.
4.04. Terms of Directors. Directors elected pursuant to section 4.05 shall serve terms of three (3) years; terms of directors shall be staggered. The Board of Directors shall determine the terms of the initial directors, in order to accomplish staggered terms.
4.05. Nomination and Election. Upon expiration of the terms of the initial directors, Directors shall take office as of the annual meeting of directors established in these by-laws. On or before thirty (30) days prior to the annual meeting of members, any member may submit a written nomination of a person to serve as Director for any expiring Board position, which writing shall indicate the qualifications of the individual in consideration of the needs and purposes of the Corporation. The election of Directors shall take place at the annual meeting, and Directors so elected shall commence service as such immediately.
4.06. Place of Directors' Meetings. Meetings of the Board of Directors, regular or special, will be held in such place within or without the State of Florida as the President shall designate. Board meetings may be held via electronic media, and shall be open to any member.
4.07. Regular Directors' Meetings. Regular meetings of the Board of Directors shall be held quarterly, except as otherwise determined by the Board of Directors.
4.08. Special Board Meetings. A special meeting of the Board of Directors may be called by either the President, or the designee of a number of directors constituting a quorum of the Board.
4.09. Conduct of Business by Consent. Any action which may be taken by the Board of Directors at a regular or special meeting, may be taken upon the written approval of a majority of directors, of any item of business with regard to which each director has received timely and complete notice in writing. A director may waive notice and the right to respond to a request for conduct of business by consent.
4.10. Notice of Directors' Meetings. Written or printed notice stating the place, day, and hour of any meeting of the Board of Directors shall be delivered to each Director not less than ten (10) nor more than thirty (30) days before the date of the meeting, by either electronic media, or by mail, by or at the direction of the President, the Secretary or a majority Director calling the meeting. If mailed, such a notice will be deemed to have been delivered when deposited in the United States mail addressed to the Director at the Director's address as it appears on the records of this Corporation, with postage prepaid.
4.11. Vacancies on the Board. Resignation of a Director shall become effective immediately or on the date specified therein and a vacancy will be deemed to exist as of such effective date. Any vacancy occurring in the Board of Directors, and any directorship to be filled by reason of an increase in the number of Directors, will be filled through appointment by a majority of the remaining Directors. A Director elected to fill a vacancy will serve for the duration of the unexpired term of the predecessor in office.
4.12. Waiver of Notice. Attendance of a Director at any meeting of the Board of Directors will constitute a waiver of notice of such meeting, except where such Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
4.13. Quorum of Directors; Manner of Action. A majority of the entire Board of Directors shall constitute a quorum. The act of a majority of the Directors present at a meeting at which a quorum is present will be the act of the Board of Directors unless a greater number is required under the provisions of the Articles of Incorporation or any provision of these By-Laws. Voting by proxy is not authorized.
SECTION 5. Officers
5.01. Personnel, Election and Removal. The officers of the Corporation shall be a President, a Vice-President, a Secretary and a Treasurer. The Board of Directors may create and elect such other officers as they determine necessary for the conduct of the activities of the Corporation. These officers shall be elected by the Board of Directors from among their number, at the annual meeting of Directors.
5.02. The President. The President shall be the Chair of the Board of Directors. The President shall preside at all meetings of the Corporation, and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation. The President shall perform all duties incident to such office and such other duties as may be provided in these By-Laws or as may be prescribed from time to time by the Board of Directors.
5.03. Vice-President. The Vice-President shall assist the President, shall preside in the absence of the President, and shall perform such other duties as may be required by the Board. The Vice-President, in the absence of the President and the Treasurer, shall be authorized to transact the necessary financial business of the Corporation.
5.04. Secretary. The Secretary shall see that the minutes are kept of the meetings of Directors; shall be the custodian of the corporate records; shall give all notices as are required by law or by these By-Laws; shall maintain corporate records as required by law; shall authenticate copies of corporate records; and, generally, shall perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, the By-Laws, or which may be assigned from time to time by the Board.
5.05. Treasurer. The Treasurer shall have charge and custody of all funds of this Corporation; shall deposit the funds as required by the Board of Directors; shall keep and maintain adequate and correct accounts of the Corporation's properties and business transactions; shall render reports and accountings to the Directors as required by the Board of Directors or by law; and shall perform in general all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these By-Laws, or which may be assigned from time to time by the Board of Directors.
5.06. Terms of Office. Officers of the Corporation shall serve one year terms.
5.07. Vacancies in Office. A vacancy in an office shall occur and be filled in the manner provided for a vacancy in the position of Director.
SECTION 6. Committees
The President shall, from time to time, appoint the members of committees created by the Board of Directors, to assist in attainment of the purposes of the Corporation.
SECTION 7. Operations
7.01. Fiscal Year. The fiscal year shall be the calendar year.
7.02. Debts. Other than for budgeted current expenses and obligations, no indebtedness obligating the Corporation shall be incurred unless authorized by the Board of Directors.
7.03. Audit. The books and accounts of this Corporation shall be kept in accordance with generally accepted accounting standards and shall be audited at the discretion of the Board. A copy of the annual financial report shall be distributed to the Directors prior to the annual meeting.
7.04. Execution of Documents. Except as otherwise provided by law, promissory notes and other evidence of indebtedness of this Corporation must be signed by the President and countersigned by the Treasurer. Checks shall be signed by persons designated from time to time by the Board. Each contract, lease, or other instrument executed in the name of and on behalf of the Corporation must be approved by the Board of Directors, and signed by the President and countersigned by the Secretary, and shall have attached a copy of the resolution of the Board of Directors certified by the Secretary authorizing its execution.
7.05. Books and Records. This Corporation shall maintain all records required by law, shall keep correct and complete books and records of accounts, and shall also keep minutes of the meetings of the Board of Directors. The original or a copy of the Articles of Incorporation and By-Laws, including amendments to date certified by the Secretary, shall also be maintained and shall be available for reference at all meetings.
7.06. Inspection of Books and Records. All books and records of this Corporation required by law to be maintained, may be inspected by any member or a duly authorized agent or attorney, for any proper purpose at any reasonable time, and upon reasonable notice.
7.07. Parliamentary Authority. The Corporation shall follow the latest edition of Roberts Rules of Order as standard parliamentary procedure in the conduct of its activities, except where specific provision to the contrary is contained in the operating documents or in procedures adopted by the Board of Directors.
SECTION 8. Amendment
These By-Laws may be amended by a majority of the Board of Directors at any meeting thereof, of which proper notice containing the language of the proposed amendment is provided, and which is attended by not less than a quorum of directors plus one.
ADOPTION OF BY-LAWS
Adopted by a majority of Directors at a meeting timely noticed for such purpose, held
the ________ day of February, 2000.