BYLAWS OF BROWARD WOMEN’S ALLIANCE FOUNDATION
(a Florida Not-for-Profit Foundation)
ARTICLE 1 – PURPOSES OF FOUNDATION
BROWARD WOMEN’S ALLIANCE FOUNDATION exists for the purposes of raising funds and awarding scholarships to benefit women who need support and encouragement for professional development through higher education. To that end, the Broward Women’s Alliance Foundation promotes opportunities and acceptance of women in positions of leadership, acknowledges the accomplishments of women and recognizes the value of community involvement. The Board of Directors, officers, and members shall only take such actions which are consistent with such purposes.
ARTICLE 2 – MEMBERS
2.1. Generally General membership in the foundation shall be open to persons who are interested in the purposes of this foundation and who shall otherwise meet the qualifications for membership, as shall be established by the Board of Directors.
2.2. Classes of Membership Classes of membership, and the rights, privileges and dues relating to the particular class of membership, shall be determined by the Board of Directors. For purposes of these Bylaws, the "Members" shall include those persons who at any time meet the qualifications for membership, including but not limited to current payment of dues, as shall be established by the Board of Directors.
2.3. Voting Rights of Members The Members shall be entitled to vote on the following matters:
(a) Electing the individuals nominated to serve on the Board of Directors. A separate vote shall be held for each individual nominated from the floor, or the Members may approve a slate of nominated Directors.
2.4. Meetings of the Members
(a) An annual meeting of the Members shall be held each June at such time and place determined by the Board of Directors.
(b) Additional meetings of Members may be called from time to time by the President or the Board of Directors.
(c) Notices of meetings of the Members shall be given in writing (which may include notice by e-mail or similar means) to all Board Members at least one (1) week prior to such meeting.
(d) Each Member present at a meeting shall be entitled to one (I) vote on any matter on which the Members are entitled to vote.
(e) A majority of Members shall constitute a quorum at any annual or special meeting of the Members.
(f) Any action required or permitted to be taken by the Members pursuant to these Bylaws shall be taken if approved by a majority vote of the Members if a quorum is present at a meeting.
ARTICLE 3 – BOARD OF DIRECTORS
3.1. Generally. All power and authority of the Foundation shall be vested exclusively in the Board of Directors, which shall manage and direct the affairs of the Foundation consistent with the purposes of the Foundation. The members of the Board of Directors shall be referred to as "Directors". The Board of Directors, by general resolution, may delegate to committees of its own members or to officers of the Foundation such powers as it may see fit.
3.2. Number and Qualification The number of Directors of the Foundation shall be fixed from time to time, within any limits set forth in the Foundation’s Articles of Incorporation, by resolution of the Board of Directors, but in no event shall there be less than three (3) Directors. However, any decrease in the number of Directors shall not result in the removal of an incumbent Director. Directors shall be of legal age and need to be residents of the State of Florida.
Directors for this purpose, may nominate one or more individuals to be submitted to the Members for election as Directors at the annual meeting of the Members.
(b) Any then-serving Director may at any meeting of the Board of Directors or at any meeting of the Executive Committee (see Paragraph 5.1 below) nominate one or more individuals to serve on the Board of Directors. The Secretary of the Foundation shall then provide written notice of such nomination to the full Board of Directors. A vote shall then be held at the next regular meeting of the Board of Directors (or may be held at the meeting at which the individual is nominated if all Directors are present at such meeting), or at a special meeting called for such purpose, and a candidate shall be approved if such candidate is approved by the Board of Directors. A separate vote may be held for each individual nominated, or the Board of Directors may approve a slate of nominated Directors. Notwithstanding the foregoing provisions of this Subparagraph (b), an individual approved as a Director pursuant to this Subparagraph (b) may only serve until the next annual meeting of the Members, unless elected as a Director by the Members at the next annual meeting of the Members.
upon the termination of any term set forth by resolution of the Board of Directors or by these Bylaws.
3.5 Vacancies Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of Directors, may be filled as provided in Section 3.3(a) or (b).
3.6. Quorum The presence of a majority of all the Directors shall be necessary at any meeting to constitute a quorum to transact business.
3.7. Act of Directors Any action required or permitted to be taken by the Board of Directors pursuant to these Bylaws shall be taken if approved by a majority vote of the Directors in a quorum as present at a meeting, and any action requiring the approval of the Board of Directors pursuant to these Bylaws shall be considered approved if approved by a majority vote of the Directors in a quorum as present at a meeting.
3.8. Place of Meeting. Director's meetings may be held within or without the County of
Broward at such places as the Board of Directors shall determine.
3.9. Regular and Special Meetings Regular meetings of the Board of Directors shall be held at such times as the Board of Directors may fix; provided, however, that the Directors shall at a minimum have an "annual meeting" in each calendar year at which the election of Officers and Directors shall take place in addition to any other matters of the Foundation. Special meetings may be called by the President or by the Board of Directors. Notice of each special meeting shall set forth the purpose of the special meeting and shall be given by the Secretary to each Director not less than five (5) days before the meeting, unless each Director shall waive notice thereof before or after the meeting.
3.10. Duties of Directors A Director shall perform his or her duties as a Director, including his or her duty as a member of any committee of the Board of Directors upon which he or she may serve, (a) in good faith, (b) in a manner he or she reasonably believes to be in the best interest of the Foundation, and (c) with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his or her duties, a Director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:
reasonably believes to be reliable and competent in the matters presented,
believe to be within such person's professional or expert confidence, or
(c) a committee of the Board of Directors upon which he or she does not serve, duly designated in accordance with a provision of the Articles of Incorporation or these Bylaws, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence.
A person who performs his or her duties in compliance with this Section shall have no liability by reason of being or having been a Director of the Foundation.
3.11. Director Conflicts of Interest A contract or other transaction between the Foundation and one or more of its Directors or any other corporation, firm, association or entity in which one or more of its Directors are Directors or officers or are financially interested, shall not be either void or voidable because of such relationship or interest or because such Director or Directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approved or ratifies such contract or transaction or because his, her, or their votes are counted for such purpose, if:
(a) The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Directors; or
(b) The contract or transaction is fair and reasonable to the Foundation at the time it is authorized by the Board of Directors or a committee.
Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.
3.12. Compensation of Directors Directors shall not receive any compensation for their services.
3.13. Resignations Any Director of the Foundation may resign at any time by giving written notice thereof to the President or the Secretary. Such resignation shall take effect at the time specified, and unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
3.14. Removal Any Director may be removed from office for any reason by the Board of Directors at any regular or special meeting called for that purpose. Any Director proposed to be removed shall be entitled to at least five (5) days notice in writing of the meeting of the Board of Directors at which such removal is to be voted upon and shall be entitled to appear before and be heard by the Board of Directors at such meeting. The presence or absence of the Director proposed to be removed shall not be taken into account for the purpose of determining whether a quorum is present, and such Director shall not be entitled to cast a vote on the question of his or her removal from office.
Any Director’s third failure to attend a board meeting in a year (July 1 to June 30) shall automatically disqualify that Director from participating in a board meeting or voting or being counted as a Director for quorum purposes after the third absence. The Secretary shall monitor attendance, shall report to the Board of Directors any such third absence, and shall make a motion for the Director’s removal from the Board at the first opportunity.
3.15. Electronic Presence at a Meeting. Members of the Foundation’s Board of Directors shall be deemed present at a meeting of such Board if such Director participates in the meeting by any means of communication by which all Directors participating in the meeting may simultaneously hear each other during the meeting. It is the responsibility of the Director who proposes to participate in this manner to give advance notice to the presiding officer and to provide the means of simultaneous communication.
3.16. Action Without Meeting. Any action required by law to be taken at a meeting of the Board of Directors, or any action that may be taken at a meeting of the Board of Directors, may be taken without a meeting or notice if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the Board of Directors, and such consent shall have the same force and effect as a unanimous vote at a meeting. Action taken under this Section is effective when the last Director signs the consent, unless the consent specifies a different effective date. A consent signed under this Section shall have the effect of a meeting vote and may be described as such in any document.
ARTICLE 4 – OFFICERS
4.1. Officers The officers of the Foundation shall include a President, Vice President, Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. One or more other officers and assistant officers as may be deemed necessary may also be elected or appointed by the Board of Directors from time to time. Any two or more offices may be held by the same person. The officers so elected shall perform the duties set forth below and such other duties as may be assigned to him or her by the Board of Directors. Only members of the Board of Directors may serve as officers of the Foundation.
4.2. President The President shall have general charge and supervision of the business and affairs of the Foundation, subject to the direction of the Board of Directors, and shall see to it that all orders and resolutions of the Board are carried into effect. The President shall also perform such other duties as may be assigned to him or her by the Board of Directors. The President shall preside at all meetings of the Board of Directors.
4.3. Vice President The Vice President shall assist the President in carrying out the duties of the President and shall have such powers and perform such duties as the Board of Directorss shall from time to time designate. 1n addition, in the absence or disability of the President, the Vice President shall have the powers and shall exercise the duties of the President.
4.4. Secretarv The duties of the Secretary shall be to (i) have the custody of and maintain all of the Foundation records except the financial records, (ii) record the minutes of all meetings of the Board of Directors and be responsible for compliance with Section 6.1 with respect to such minutes, and (iii) send all notices of meetings out to the Board of Directors. The foregoing duties of the Secretary may be performed by agents of the Foundation at the direction of and under the supervision of the Secretary. In addition, the Secretary shall perform such other duties as may be prescribed by the Board of Directors or President.
4.5. Treasurer The duties of the Treasurer shall be to (i) have custody of all Foundation funds and financial records, (ii) keep full and accurate accounts and records of receipts and disbursements of the Foundation and be responsible for compliance with Section 6.1 with respect to such accounts and records, and (iii) render an accounting whenever required by the Board of Directors or President. The foregoing duties of the Treasurer may be performed by agents of the Foundation at the direction of and under the supervision of the Treasurer. In addition, the Treasurer shall perform such other duties as may be prescribed by the Board of Directorss or President.
4.6. Election and Term of Office Officers shall be elected annually by the Board of Directors at a meeting of the Board in June, after the annual meeting of Members. The electors will be those Directors who will be in office as of the following July 1. The officers’ one-year term will run from July 1 to the following June 30. If any officer dies, resigns, or is removed from office, the Board of Directors shall elect a successor to serve through June 30.
4.7. Removal Any officer may be removed from office by the Board of Directors at any regular or special meeting called for that purpose, with or without cause. Any officer proposed to be removed shall be entitled to at least five (5) days' notice in writing of the meeting of the Board of Directors at which such removal is to be voted upon and shall be entitled to appear before and be heard by the Board of Directors at such meeting. If the officer proposed to be removed is also a Director, then the presence or absence of such Director shall not be taken into account for the purpose of determining whether a quorum is present, and such Director shall not be entitled to cast a vote on the question of his or her removal from office.
4.8. Vacancies A vacancy in any office because of resignation, removal, death or otherwise, may be filled by the Board of Directors for the unexpired portion of the term (if any).
4.9. Compensation The officers shall not receive any compensation for their services.
ARTICLE 5 – COMMITTEES
5.1. Executive Committee The President, Vice Presidents, Secretary and Treasurer and the chairperson of each committee shall comprise the Executive Committee. It may meet at such times and places as the President designates upon at least three days notice to the members of the Executive Committee.
5.2. Management Committees The Board of Directors may, by resolution duly adopted, establish one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided by such resolution, shall have and exercise the authority of the Board of Directors in the management of the Foundation; provided, however, that the designation of such committees and delegations of authority thereto shall not operate to relieve the Board of Directors, or any Director individually, of any responsibility imposed on him or her by these Bylaws, or by law. Any member of any such committee may be removed by the Board of Directors whenever, in the judgment of the Board of Directors, the interests of the Foundation would be served best by such removal.
5.3. Advisorv Committees Other committees not having and exercising the managerial authority of the Board of Directors may be established by appointment of the President or the Board of Directors to advise the Board of Directors regarding the matters specified at the time of the creation of such committee. Any member of such committee may be removed by the President or the Board of Directors (whoever appointed such member) whenever in the judgment of such persons the interests of the Foundation would be best served by such removal.
5.4. Terms of Office. Each member of a committee shall continue as such until his or her successor is appointed, unless such committee shall be sooner abolished, or until his or her earlier resignation, removal from office, or death.
5.5. Chairman. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members of the committee. The chairman of the committee shall preside over the meetings of the committee.
5.6. Vacancies. Vacancies in the membership of any committee shall be filled by appointments made in the same manner as provided in the case of original appointments, and any member so elected shall be elected for the unexpired term of his or her predecessor (if any).
5.7. Quorum. Unless otherwise provided in a committee's establishing resolution, a majority of the whole committee shall constitute a quorum, and the act of a majority of members present at a meeting at which a quorum is present shall be an act of the committee.
5.8. Rules. Each committee may adopt such rules and regulations for its meetings and the conduct of its activities as it may deem appropriate; provided, however, that such rules and regulations shall be consistent with these Bylaws and provided further that regular minutes of all proceedings shall be kept.
5.9. Compensation. The members of any committee shall not receive any stated salary for their services, but by resolution of the Board of Directors a fixed reasonable sum or expenses of attendance, if any, or both, may be allowed for attendance at each regular or special meeting of such committee. The Board of Directors shall have power in its discretion to contract for and to pay to any member of a committee rendering unusual or exceptional services to the Foundation special compensation appropriate to the value of such services.
ARTICLE 6 – BOOKS, RECORDS AND REPORTS
6.1. Books and Records In compliance with Section 617.1601 of Florida Statutes, as amended, or any successor thereto, the Foundation shall keep as permanent records correct and complete books and records of accounts and shall keep minutes of the proceedings of the Board of Directors and committees possessing the authority of the Board of Directors. All books and records of the Foundation shall be kept in written form or in another form capable of conversion into written form within a reasonable time.
6.2. Annual Reports. The Foundation shall timely file all required forms with the appropriate governmental agency of the State of Florida.
ARTICLE 7 – CONTRACTS, CHECKS, DEPOSITS AND FUND
7.1. Contracts Except as otherwise provided in these Bylaws, the Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name and on behalf of the Foundation, and such authority may be general or confined to a specific instance. Unless so authorized by the Board of Directors, no officer, employee, agent or representative shall have any power or authority to bind the Foundation by any contract or engagement, or to pledge its credit, or render it liable monetarily for any purpose or to any amount.
7.2. Gifts and Contributions The Board of Directors may accept on behalf of the Foundation any contribution, gift, bequest, or devise of any property whatsoever, for the general and special charitable purposes of the Foundation. However, if a direction by the donor of any gift, grant, devise or bequest, however expressed, would, if followed, result in a contrary use, or if the Board of Directors is advised by counsel that there is a risk of such result, the direction shall not be followed, but shall be varied by the Board of Directors so far as necessary to avoid such result; provided, that if the donor has clearly stated that compliance with the direction is a condition of the gift, grant, devise or bequest, then the gift, grant, devise or bequest shall not be accepted in case of such advice unless an appropriate judicial or administrative body first determines that the condition and direction need not be followed. Reasonable charges and expenses of counsel for such advice and proceedings shall be proper expenses of the Foundation.
7.3. Deposits All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such banks, trust companies, or other depositaries as the Board of Directors may elect.
7.4. Checks, Drafts, Orders for Payment All checks, drafts or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Foundation shall be signed by such officer or officers, agent or agents of the Foundation and in such manner as the Board of Directors from time to time shall determine by resolution. In the absence of such determination, such instruments shall require the signatures of both the President and the Treasurer of the Foundation
ARTICLE 8 – INVESTMENTS
8.1. Management of Investments Funds, securities and other property of the Foundation may be invested and reinvested under the direct management of the Board of Directors, such officers of the Foundation as may be designated by the Board of Directors, or .such investment managers and/or brokers as the Board of Directors, in the exercise of its judgment, may engage for such purpose. The Board of Directors may authorize any such investment manager or broker engaged by the Board of Directors for such purpose to exercise such discretion as the Board of Directors shall determine, in the exercise of its judgment, to be in the best interests of the Foundation; provided, however, that in all such instances, the Board of Directors clearly and specifically shall instruct such investment manager or broker as to the extent and limitations of the discretion so authorized and shall require such investment manager or broker to make regular reports to the Board of Directors as to its investment policies, transactions on behalf of the Foundation and the results thereof.
8.2. Permissible Investments The Foundation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, without being restricted to the class of investments that a Director is or may be permitted by law to make or any similar restriction; provided, however, that (i) no action shall be taken by or on behalf of the Foundation if such action would result in the denial of the tax exemption under any Section or Sections of the Internal Revenue Code and its Regulations as they now exist or as they may be amended, including without limitation Sections 501 and 507, and (ii) if the Foundation is a "private foundation" as defined in Section 509(a) of the Internal Revenue Code at any time, the Foundation shall not acquire or retain any "excess business holdings" as defined in §4943(c) of the Internal Revenue Code, which would give rise to any liability for the tax imposed by §4943(a) of the Internal Revenue Code, or make any investment which would jeopardize the carrying out of any of its exempt purposes within the meaning of §4944 of the Internal Revenue Code, so as to give rise to any liability for the tax imposed by §4944(a) of the Internal Revenue Code.
ARTICLE 9 – MISCELLANEOUS
9.1. Agents and Representatives. The Board of Directors may appoint agents and representatives of the Foundation with powers and to perform acts or duties on behalf of the Foundation as the Board of Directors may see fit, so far as may be consistent with these Bylaws and to the extent authorized by law.
9.2 Executive Director. The Board may employ an Executive Director who will serve at the pleasure of the Board and be responsible for working with the Board to recommend and implement policies and programs. The Board shall set the compensation and other terms of the employment for the Executive Director. The Executive Director shall serve as a non-voting member of the Board and all committees. The Role of the Executive Director is to design, develop and implement strategic plans for the Foundation in a cost-effective and time-efficient manner. The Executive Director is responsible for the day-to-day operations and the management of all staff. The Executive Director will collaborate with the Board regarding the future of the organization. The Executive Director is the only employee accountable to the Executive Committee of the Board, which will conduct an annual review of the Executive Director.
9.3. Indemnification The Foundation shall indemnify and advance expenses on behalf of its Directors and Officers to the fullest extent permitted under Section 617.0831 of Florida Statutes, as amended, or any successor thereto. Said indemnification shall extend to any and all liabilities of the Directors or Officers arising from their relationships with the Foundation in any and all capacities. By resolution duly adopted, the Board of Directors may authorize the Foundation to (i) indemnify any or all of its employees and agents who are not Directors to any extent that the Board of Directors may determine, up to an including the fullest extent permitted under Section 617.0831 of Florida Statutes, as amended, or any successor statute thereto, and/or (ii) provide insurance coverage to any and all of its Directors, officers, employees and agents against any or all risks or liabilities that such persons may incur by virtue of their relationships with the Foundation.
9.4. The Internal Revenue Code. Any reference in these Bylaws to a section of the Internal Revenue Code shall be deemed to refer to that section of the Internal Revenue Code of 2018, as amended, as in effect on the date of these Bylaws, or corresponding provisions of any subsequent Federal tax laws which shall be in effect at the relevant time.
ARTICLE 10 – PARLIAMENTARY AUTHORITY
Robert's Rules of Order shall be the governing authority for conduct of all meetings of the Board of Directors and all committees, except where inconsistent with law, the Articles of Incorporation, these Bylaws or the rules adopted by the Board of Directors or any such committee for the conduct of its meetings.
ARTICLE 11 – AMENDMENT
These Bylaws may be amended only by the Board of Directors at a regular or special meeting called for such purpose. However, any such amendment shall only be effective until the next meeting of the Members, at which time the Members must ratify any such amendment.
I HEREBY CERTIFY that the foregoing Bylaws of the BROWARD WOMEN’S ALLIANCE FOUNDATION, are the Bylaws duly adopted by the Board of Directors of the Foundation by resolution of the Board of Directors and ratified by the Members of the Foundation THIS DAY OF _ JULY, 2018
Diana Dane Plucienkowski
as of July 2018