Bylaws approved version

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Preservation SOS Member
Preservation SOS Member
Posts: 196
Joined: Thu Aug 19, 2010 7:15 am

Bylaws approved version

Post by AlexS » Thu Sep 23, 2010 8:44 am

The initial board has voted and approved the Bylaws.




1.0 The name of this Organization shall be Preservation SOS, Inc., a Florida Not For Profit Corporation (the Organization).



2.0 The purpose of this Organization, organized as a non-profit corporation, shall be and it is exclusively for charitable, educational, scientific purposes to identify, protect, preserve, restore and revitalize the structures and fabric that make up the Federally Registered Historic District of Springfield, Jacksonville, Florida; all within the meaning of Section 501(c)(3) of the Internal Revenue Code.



3.0 Membership Eligibility and Admission
3.1 All persons, companies, Organizations and other organizations with an interest in the purposes of this organization as described in Article II above may be a member.
3.2 There shall be three levels of membership:
3.2a General Members: shall be for all persons over age 18
3.2b Active Members: shall be those General Members who have donated more that 24 hours in the previous fiscal year to Preservation SOS activities. Only Active members may vote and hold office.
3.2c Business Members: shall be any entity that donates as a business more than $ 100.00 in cash or equivalent materials. Business Members will be listed on our website and in various informational sheets as the board may deem appropriate. Any employee may still be an Active Member by fulfilling the requirements in Section 3.2b above.
3.2d For the first fiscal year, any General Member that has donated at least one hour to the organization or participated in at least one activity of the organization will be considered an Active Member.
3.3 All persons/ entities wishing to join the organization shall register the following information:
3.3a name, permanent address, mailing address of individual member or authorized representative of joining entity.
3.3b e-mail address (if applicable)
3.3c best phone number
3.3d list three activities you are interested in relating to this organization
3.3e any board position or committee office you are interested in.
3.3f preferred method of conducting business, including but not limited to voting on various officers and actions of the organization: E-mail, Corporate specific website, public meeting or hard copy.
3.4 There will be no individual membership fee to join the organization. Donations may be made to help defer the cost of doing business.
3.4a The Organization reserves the right to enact a membership fee in the future if the Organization deems it necessary.
3.5 Any member may resign from the organization at any time by submitting a letter or E-mail to that effect to the Secretary of the Organization.


Officers and Elections

4.0. Officers and Duties. The officers of the Organization shall be a President, a Vice-President, a Secretary, a Treasurer, and two (2) Directors.
4.1 Nominations procedures
4.1a any Active Member is eligible to be nominated as director
4.1b The nominations shall be for all director positions.
4.2 Time and methods of elections
4.2a The election shall be held at the annual meeting the month of December on a date to be determined no later than 30 days prior to the election.
4.2b Proxy voting shall be allowed.
4.2c All board positions shall be filled as directors. Within 7 days after the election the new Directors shall meet and elect from among themselves the officers
4.3 Terms of office
4.3a All directors shall serve a one year term.
4.4 Any mid term vacancy of a director position shall be filled by appointment by the remaining directors. The so appointed director shall serve until the next election.
4.5 Their term of office shall begin Jan. 1st.



5.0 Regular Meetings. The regular meetings of the Organization shall be held quarterly on the third Wednesday of each month unless otherwise ordered by the Organization.
5.1. Annual Meeting. The regular meeting in December shall be known as the annual meeting and shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise.
5.2. Special Meetings. Special meetings may be called by the President or by the Board or shall be called upon the written request of ten members of the Organization. The purpose of the meeting shall be stated in the call. Except in cases of emergency, at least three days notice shall be given.
5.3. Quorum
5.3a A quorum for all business shall be a majority of the Board or the Active members respectively.


Electronic Meetings

6.0 The board of directors, standing committees, and special committees are authorized to meet by telephone conference or through other electronic communications media so long as all the members may simultaneously hear and/ or communicate with each other and participate during the meeting.


The Board

7.0 Board Composition. The officers of the Organization, including the Directors and Committee Chairs, shall constitute the Board.
7.1 Board’s Duties and Powers. The Board shall have general supervision of the affairs of the Organization between its business meetings, fix the hour and place of meetings, make recommendations to the Organization, and perform such other duties as are specified in these bylaws. The Board shall be subject to the orders of the Organization, and none of its acts shall conflict with action taken by the Organization.
7.1a These officers shall perform the duties as prescribed by, but not limited to these bylaws and by the parliamentary authority adopted by the Organization. In all cases, the ultimate purpose of the officers shall be to direct the path of the Organization to it’s mission and the will of the membership.
7.1b President shall run any and all meetings and shall not vote in board proceedings except as a tie breaker.
7.1c The Vice President shall assume the presidents duties in the presidents absence.
7.1d The secretary shall be responsible for the taking of minutes of all meetings.
7.1e The treasurer shall be responsible for all financial records of the Organization and all current assets.
7.2 Board Meetings.
7.2a Unless otherwise ordered by the Board, regular meetings of the Board shall be held quarterly on the second Wednesday of the month. Special meetings of the Board may be called by the President or by the written request of three members of the Board. At least 3 days notice needs to be given.



8.1 The standing committees are:
8.1a Make It Happen
8.1b Random Acts of Beauty
8.1c Preservation and Politics
8.2 Additional committees may be formed at the request of the board considering membership input.
8.3 The Committee Chairman gets appointed by the board and serves at the discretion of the board. The Committee Chairman appoints the remaining committee members as needed.
8.4 Committee meetings may be informal and also may be independent of any other organizational meetings.
8.5 Membership on committees is open to all members.


Parliamentary Authority

9.0 The rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Corporation may adopt.


Amendment of Bylaws

10.0 These bylaws may be amended at any regular meeting of the organization by a two-thirds vote, provided that the amendment has been submitted in writing at the previous regular meeting.
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