CONSTITUTION and BYLAWS, Florida State Beekeepers Association

GOVERNING DOCUMENTS

Florida State Beekeepers Association
ARTICLES OF INCORPORATION | BY-LAWS

Florida State Beekeepers Association

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Florida State Beekeepers Association
ARTICLES: ONE (Name) | TWO (Statement o Corporation Nature) | THREE (TERM) | FOUR (Membership) | FIVE (Location of Principal Office and Identification of Registered Agent) | SIX (Management of Corporate Affairs) | SEVEN (Bylaws) | EIGHT (Dedication of Assets) | NINE (Dissolution) | TEN (Amendment of Articles)
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ARTICLES OF INCORPORATION
OF
FLORIDA STATE BEEKEEPERS ASSOCIATION, INCORPORATED
A FLORIDA NOT FOR PROFIT CORPORATION


ARTICLE ONE
NAME


The name of this corporation is the FLORIDA STATE BEEKEEPERS ASSOCIATION, INCORPORATED.


ARTICLE TWO
STATEMENT OF CORPORATION NATURE


This is a not for profit corporation organized to aid in the development and promotion of practical beekeeping methods in the State of Florida; to act in the interest of beekeepers in carrying on statewide beekeeping affairs; to aid in the exchange of mutual beekeeping methods; and to act as the representative of Florida beekeepers in state and national beekeeping affairs, as well as educational and scientific purposes. In addition, the Company is organized for the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(5) of the Internal Revenue Code, or the corresponding section of any future federal tax code.


ARTICLE THREE
TERM


This corporation shall have a perpetual existence.


ARTICLE FOUR
MEMBERSHIP

 


The corporation may have one or more classes of members. Designation of classes, manner of election or appointment, the duration of membership and qualifications and rights, shall be set forth in the bylaws of the corporation.


ARTICLE FIVE
LOCATION OF PRINCIPAL OFFICE
AND IDENTIFICATION OF REGISTERED AGENT


A. The principal office and mailing address for the transaction of the business of this corporation is to be located at 308 13th Street West, Bradenton, Florida 34205, such place as determined by the corporation.

B. The name and address of this corporation's registered agent is DAVID W. WILCOX, Esquire, 308 13th Street West, Bradenton, Florida 34205.


ARTICLE SIX
MANAGEMENT OF CORPORATE AFFAIRS


A. BOARD OF MANAGERS. The powers of this corporation shall be exercised, and its affairs conducted by a Board of Managers. The number of Managers of this corporation shall be ten (10), provided however, that such number may be changed in accordance with the bylaws of the organization.


B. ANNUAL MEETINGS. Annual meetings shall be held on a date and time in the months of October or November as set by the President or a majority vote of the Managers.
Any action required or permitted to be taken by the Board of Managers under any provision of law may be taken without a meeting, if a majority of the Board shall consent in writing to such action. Such written consent shall be filed with the minutes of the proceedings of the Board, and any such action by written consent shall have the same force and effect as if taken by a vote of the Managers. Any certificate or other document filed under any provision of law which related to action so taken shall state that the action was taken by written consent of the Board of Managers without a meeting and that the articles of incorporation of this corporation authorize the Managers to so act. Such a statement shall be prima facie evidence of such authority.

 


C. BOARD OF MANAGERS. The current Board of Managers of the corporation are listed on Exhibit “A.”


D. CORPORATE OFFICERS. The Membership shall elect such officers as the bylaws of this corporation may authorize.


ARTICLE SEVEN
BYLAWS

Subject to the limitations contained in the bylaws, and any limitations set forth in the Florida Not for Profit Corporation Act concerning corporate action that must be authorized or approved by the members of the corporation, bylaws of this corporation may be made, altered, rescinded, added to, or new bylaws may be adopted, by a resolution of the Board of Managers.


ARTICLE EIGHT
DEDICATION OF ASSETS

The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net earnings of this corporation shall inure to the benefit of any manager, officer, or member thereof, or to the benefit of any private individual, 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 NINE
DISSOLUTION

A. Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the IRC, or corresponding section of any future federal tax code, or shall be distributed to the U.S. federal government, or to a state or local government located in the U.S., for a public purpose. Any such assets not disposed of shall be disposed of by the appropriate court in the county in which the principal office of the corporation is 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.


B. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, managers, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. The organization shall not participate in, or intervene in any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(5) of the Internal Revenue Code, or corresponding section of any future federal tax code.


ARTICLE TEN
AMENDMENT OF ARTICLES


Amendments to these articles of incorporation may be made by the vote of a majority of a quorum of Managers of the corporation at a meeting called for that purpose, or as otherwise provided in the bylaws.

NOW, THEREFORE, I, the undersigned, being the Secretary of this corporation, for the purpose of amending the Articles of Incorporation, have executed these Articles of Incorporation on the date indicated below.

_________________________
SECRETARY   


STATE OF FLORIDA
COUNTY OF
_______________

BEFORE ME, a Notary Public, appeared ___________________________, to me known to be the person described as the incorporator, who executed the foregoing Articles of Incorporation and said person did acknowledge subscribing to same.


WITNESS my hand and official seal this _____ day of ________________ , 2014.

____________________________________
NOTARY PUBLIC                                           





ACCEPTANCE OF APPOINTMENT
AS REGISTERED AGENT


Having been named to accept service of process for the above stated corporation, at the place designated in the corporation's Articles of Incorporation, I hereby acknowledge and accept the appointment and agree to act in this capacity, and I further agree to comply with all the provisions of all statutes relative to the proper and complete performance of my duties.


DATED: ___________________ , 2014.


____________________________________
REGISTERED AGENT
Printed Name:

 

Florida State Beekeepers Association
ARTICLES OF INCORPORATION | BY LAWS

BY-LAWS
FLORIDA STATE BEEKEEPERS ASSOCIATION, INCORPORATED
A FLORIDA NOT FOR PROFIT CORPORATION
 

Florida State Beekeepers Association
ARTICLE I | ARTICLE II | ARTICLE III | ARTICLE IV | ARTICLE V | ARTICLE VI | ARTICLE VII | ARTICLE VIII
ARTICLE IX | ARTICLE X | ARTICLE XI | ARTICLE XII | ARTICLE XIII | ARTICLE XIV

ARTICLE I - OFFICES

The principal office of the corporation and mailing address is maintained at 308 13th Street West, Bradenton, Florida 34205. The corporation may have or move offices to such places within or without the State of Florida, or within or without the United States as the Board may from time to time establish.

ARTICLE II - PURPOSE

This corporation has been organized to promote and carry on scientific and educational activities including, but not limited to, aiding in the promotion of practical beekeeping methods in the State of Florida, to act in the interest of beekeepers in carrying statewide beekeeping affairs, to aid in the exchange of mutual beekeeping methods and to act as the representative of Florida beekeepers in state and national affairs.

ARTICLE III - MANAGERS

1. BOARD OF MANAGERS

The business of the corporation shall be managed and its corporate powers exercised by a Board of Managers, hereafter referred to as the Board. The current number of Managers of this corporation shall be ten (10), provided however, that such additional Managers may be selected by and added to the Board at any time.

Six (6) of the Managers shall be from and represent the six (6) regions of the State with each region being represented by one (1) Manager. The Board member Manager from each region shall be elected by the Presidents of the local associations located in that region. One (1) at large Manager shall be elected by the Board.

The regions of the State will be defined by the Board from time to time. The Board shall reapportion the regions at least every five (5) years based on the number of member associations. The President shall appoint a redistricting committee which shall propose a redistricting plan and submit same to the Board within 30 days of their appointment. Once the plan is approved by the Board, the Board shall then notify the membership of the approved redistricting plan and the membership shall vote on the issue following appropriate notice.

The additional three (3) Managers shall be the President, Vice President and the Immediate Past President of the Association. The Immediate Past President shall vote only in the case of a tie..

2. ELECTION AND TERM OF MANAGERS

Managers shall serve two (2) year terms and may be re-elected without limitation. The Board may establish staggered terms for members of the Board of Managers. Managers shall hold office until their successor has been elected and qualified, or until their prior resignation or removal.

3. VACANCIES

If the office of any Manager, member of a committee or other office becomes vacant, the President may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly qualified. Any such appointment shall be ratified by a majority vote of the Board at the next regular meeting of the Board.

4. REMOVAL OF MANAGERS

Any or all of the Managers may be removed with or without cause by vote of a majority of all the Managers entitled to vote at a special meeting of Managers called for that purpose.

5. NEWLY CREATED MANAGERS

The number of Managers may be increased by the affirmative vote of a majority of the Managers at a regular meeting or a special meeting called for that purpose. Such new Managers will be chosen to hold office until the next annual election and until their successors are elected and qualified..

6. RESIGNATION

A Manager may resign at any time by giving written notice to the Chairman of the Board. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Chairman of the Board.

7. QUORUM

A majority of the Managers including either the President or Vice President shall constitute a quorum for the transaction of business. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained.

8. PLACE AND TIME OF BOARD MEETINGS

The Board may hold its meetings at the office of the corporation or at such other places either within or without the State of Florida, or within or without the United States as it may from time to time determine. Meetings shall be noticed no less than seven (7) days prior to the meeting date. Agendas shall be provided electronically at least 48 hours prior to the meeting.

9. REGULAR ANNUAL MEETING

A regular annual meeting of the Board shall be held in October or November of each year as designed by the President. Regular meetings will be held in such place and time is set by the President and noticed by the Secretary.

10. NOTICE OF MEETINGS OF THE BOARD

Special meetings of the Board shall be held upon notice to the Managers and may be called by the President upon three (3) days notice to each Manager either personally or by mail, phone, fax or by email. Special meetings may also be called on written request of two Managers. Notice of a meeting need not be given to any Manager who submits a Waiver of Notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice..

11. EXECUTIVE AND OTHER COMMITTEES

The President, the Vice President, two additional Board Member elected by the Board shall compose the Executive Committee, which may exercise the powers of the Board in the management of the business of the corporation. The President may appoint Board Members to such Committees as the President shall deem appropriate.

12. COMPENSATION

(a) No compensation shall be paid to Managers, as such, for their services, but by resolution of the Board reimbursement of expenses incurred by the Managers may be authorized. Nothing herein contained shall be construed to preclude any Managers from serving the corporation in any other capacity and receiving compensation therefor.
(b) In compensating officers, managers, trustees, highest compensated employees, and highest compensated independent contractors, the following practices will be used: (i) individuals that approve compensation arrangements will follow a conflict of interest policy; (ii) compensation arrangements will be approved in advance of paying compensation; (iii) compensation arrangements will be documented in writing; (iv) the decision made by each individual who voted on the compensation arrangement will be recorded; (v) compensation arrangements will be similar to other similar organizations in this area; and (vi) record in writing the information on which the company based its decision. A conflict of interest policy may be adopted by the Board.

13. ATTENDANCE/VOTING

The Board is required to meet at least once a year in person, but may meet as needed and may vote by electronic or telecommunicative means. Board Members who do not attend at least one (1) meeting per year may be subject to removal from the Board.

14. RULES

Meetings of the Board and all Committees shall be conducted in accordance with Robert’s Rules of Order, as amended..

ARTICLES IV - OFFICERS

1. OFFICERS, ELECTION AND TERM

a) The Membership will elect a President, and a Vice-President at the Annual Meeting, and the President may appoint a Secretary, a Treasurer and such other officers as the President may determine who shall have such duties and powers and shall be approved by the Board. .

The President shall appoint a Nominating Committee at least sixty (60) days prior to the Annual Meeting and the Committee shall present the names of the nominees at least thirty (30) days prior to the Meeting. The Board shall notify the membership of the names of the nominees. A President and a Vice President shall be elected from the nominees at the Annual Meeting.

b) Officers shall be elected or appointed to hold office until the meeting of the Board following the next annual Board meeting and until their successors have been elected or appointed and qualified.

2. REMOVAL, RESIGNATION, SALARY, ETC.

a) Any officer elected or appointed by the Board may be removed by the Board with or without cause.

b) In the event of the death, resignation or removal of an officer, the President of the Board may appoint a successor to fill the unexpired term.

c) The Secretary and Treasurer may, but need not, be held by the same person.

d) The salaries of all officers shall be fixed by the Board, if any.

e) The Managers may require any officer to give security for the faithful performance of his duties.

.

3. CHAIRMAN

The President shall be Chairman of the Board and shall preside at all meetings of the Board and shall have and perform such other duties as from time to time may be assigned to him by the Board or the executive committee.

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 President of a corporation. He shall preside at all meetings of the members, if any, and in the absence or non-election of the chairman of the Board, at all meetings of the Board, and shall have general supervision, direction and control of the business of the corporation. Except as the Board shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages and other contracts in behalf of the corporation and shall cause the seal to be affixed to any instrument by the signature of the secretary or the treasurer or an assistant secretary or an assistant treasurer.

5. VICE-PRESIDENT

During the absence or disability of the President, the Vice-President, shall have all the powers and functions of the president. The Vice-President shall perform such other duties as the Board shall prescribe.

6. SECRETARY

The Secretary shall attend all meetings of the Board and of the members, record all votes and minutes of all proceedings in a book to be kept for that purpose, give or cause to be given notice of all meetings of members and of special meetings of the Board, keep in safe custody the seal of the corporation and affix it to any instrument when authorized by the Board, when required keep all the documents and records of the corporation as required by law or otherwise in a proper and safe manner, and perform such other duties as may be prescribed by the Board or assigned to him by the president. The Secretary may, but need not be a member of the Board.
.

7. TREASURER

The Treasurer shall have the custody of the corporate funds and securities, keep full and accurate accounts of receipts and disbursements in the corporate books, deposit all money and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board, disburse the funds of the corporation as may be ordered or authorized by the Board and preserve proper vouchers for such disbursements, render to the President and Board at the regular meetings of the Board and the annual meeting, or whenever they require it, an account of all his transactions as Treasurer and of the financial condition of the corporation, render a full financial report at the annual meeting of the members if so requested, be furnished by all corporate officers and agents at his request with such reports and statements as he may require as to all financial transactions of the corporation, and perform such other duties as are given to him by these by-laws or as from time to time are assigned to him by the Board or the president. The Treasurer may but need not be a member of the Board.

8. SURETIES AND BONDS

In case the Board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety or sureties as the Board may direct, conditioned upon the faithful performance of his duties to the corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the corporation which may come into his hands.

ARTICLE V - CORPORATE SEAL

The seal of the corporation shall be circular in form and bear the name of the corporation, the year of its organization and the words "CORPORATION NOT FOR PROFIT, FLORIDA." The seal may be used by causing it to be stamped in ink or impressed directly on the instrument or writing to be sealed, or upon adhesive substance affixed thereto. The seal on the certificates for shares or on any corporate obligation for the payment of money may be facsimile, engraved or printed.

ARTICLE VI - EXECUTION OF INSTRUMENTS

All corporate instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such officer or officers or other person or persons as the Board may from time to time designate. All corporate documents may be signed in one or more counterparts.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board..

ARTICLE VII - FISCAL YEAR

The fiscal year shall be the same as the calendar year beginning in 2014, but a different fiscal year may be adopted by the Board at any time.

ARTICLE VIII - NOTICE AND WAIVER OF NOTICE

Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in a US post office box in a sealed post-paid wrapper, addressed to the person entitled thereto at his last known post office address, or by courier, fax or email to the last known addresses, and such sending shall be deemed to have been given on the day of such sending or transmission. Members not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by Statute.

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 or these By-Laws, 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 equivalent thereto.

ARTICLE IX - CONSTRUCTION

Whenever a conflict arises between the language of these By-Laws and the Articles of Incorporation, the Articles of Incorporation shall govern. This document shall be construed in accordance with the laws of the State of Florida, and venue of any action concerning same shall be in the appropriate Court in Florida or the U.S. District Court for the Middle District of Florida, Tampa Division.


ARTICLE X - BUSINESS WITHOUT MEETING

Any action of the members, managers or committees may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all persons who would be entitled to vote on such action at a meeting and filed with the Secretary of the corporation as part of the proceedings of the meetings.

ARTICLE XI - AMENDMENTS

These By-Laws may be altered, amended, or repealed and By-Laws may be made upon 30 day notice at any annual meeting of the Board or at any special meeting thereof if notice of the proposed alteration or repeal to be made is contained in the notice of such special meeting, by the affirmative vote of a majority of the Board entitled to vote thereat, or by the affirmative vote of a majority of the Board at any regular meeting of the Board or at any special meeting of the Board if notice of the proposed alteration or repeal to be made be contained in the notice of such special meeting.

ARTICLE XII - INDEMNIFICATION

Each person, his heirs, executors, administrators, or estate, (1) who is or was a Manager or officer of the Corporation (2) who is or was an agent or employee of the Corporation other than an officer and as to whom the Corporation has agreed to grant indemnity or (3) who is or was serving at the request of the Corporation as its representative in the position of a Manager, officer, agent or employee of another corporation, partnership, joint venture, trust or other enterprise and as to whom the Corporation has agreed to grant indemnity shall be indemnified by the Corporation as of right to the fullest extent permitted or authorized by current or future legislation or by current or future judicial or administrative decision, against any fine, liability, cost or expense, including attorneys' fees, asserted against him or incurred by him in his capacity as Manager, officer, agent, employee or representative, or arising out of his status as Manager, officer, agent, employee or representative. The foregoing right of indemnification shall not be exclusive of other rights to which those seeking an indemnification may be entitled. The Corporation may maintain insurance, at its expense, to protect itself and any such person against any fine, liability, cost or expense, whether or not the Corporation would have the legal power to directly indemnify him against that liability.


ARTICLE XIII – DISSOLUTION

Dissolution of the corporation shall be in accordance with the requirements of Chapter 617, Florida Statutes, including but not limited to the requirement that the assets of the corporation be distributed for an exempt purpose described in Section 501(c)(3), IRC, or to the federal government, or to a state or local government for a public purpose.
.

ARTICLE XIV – MEMBERSHIP

There shall be four (4) classes of membership in the Corporation:

1. Individual members shall be those persons who have completed the required application and who have paid their annual dues. Dues for Individual members shall be set by the Board.

2. Association members shall be those local associations who have completed the required application and shall have paid their annual dues. Dues for Association members shall be set by the Board.

3. Life members shall be those persons recognized by the Board who shall have made a donation to the Corporation in cash or in kind (one ten frame hive) of a value set by the Board.

4. Extra-Miler members shall be those persons recognized by the Board who shall have made a donation to the Corporation in cash or in kind (two ten frame hives) of a value set by the Board.

5. Membership classifications and dues may be changed at any time by the Board..

Date adopted: February 22, 2014.

____________________________________
PRESIDENT                                                      

____________________________________
VICE PRESIDENT                                           

____________________________________
SECRETARY                                                    

____________________________________
MANAGER                                                        

____________________________________
MANAGER                                                        

____________________________________
MANAGER                                                       

 

ARTICLES OF INCORPORATION | BY LAWS | EXTRA MILER POLICY ADDED

Florida State Beekeepers Association
created 09/10/11, rev 11/10/14

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