BYLAWS

OF

GIFTED ADVOCACY COUNCIL OF HILLSBOROUGH, INC.

(A Nonprofit Corporation)

ARTICLE I

Name and Office

            Section 1.  Name.  The name of the Corporation is Gifted Advocacy Council of Hillsborough, Inc.

            Section 2.  Office.  The principal office of the Corporation shall be 9602 Gretna Green Drive, Tampa, FL 33626.  The Corporation may also have offices at such other places as the Board of Directors may from time to time appoint or the purposes of the Corporation may require.

            Section 3.  Fiscal Year.  The fiscal year of the Corporation shall commence on August 1 of each year and end on July 31.

 ARTICLE II

Membership

            Section 1.  Regular Membership.  The regular membership of the Corporation shall be open to any individual desiring to foster the purposes of the Corporation, who files an application with the Corporation, and who pays the membership fees.

            Section 2.  Regular Membership Fees, Dues and Fines.  Membership fees, regular or special dues, and fines may be determined from time to time by the Board of Directors.  The failure to pay any dues or fines assessed shall render a member inactive and suspends the privilege of voting, holding office and receiving publications.  A member that has become inactive may be reinstated by payment of membership fees for the current year.  The Board of Directors may set different levels of membership fees for different categories of regular members (such as family, teacher and/or student (18+) membership).  Additionally, the Board of Directors shall have the power to waive membership fees if a family member of the prospective member is eligible for Free and Reduced Priced School Meals pursuant to applicable government guidelines with appropriate documentation of such eligibility being given to the Corporation.

            Section 3.  Membership Rights.  Each regular member shall be entitled to one vote.  The right of a regular member to vote and all his right, title and interest in and to the Corporation shall cease on the termination of his membership.  No member shall be entitled to share in the distribution of the corporate assets upon the dissolution of the Corporation.

            Section 4.  Associate MembershipsAssociate membership of the Corporation shall be open to any school, library or other entity desiring to further the purposes of the Corporation and who pays the membership fees determined by the Board of Directors for Associate Members from time to time.  Neither Associate Members nor their representatives may vote, be a member of the Board of Directors of the Corporation or be an officer of the Corporation.

            Section 5.  Resignation of Members.  Any member may resign from the Corporation by delivering a written resignation to the President or Secretary of the Corporation, and his membership shall automatically terminate upon receipt of the resignation by the President or Secretary.

            Section 6.  Annual Meetings.  The annual meeting of the members of the Corporation shall be held at the principal office of the Corporation, within Hillsborough County, Florida, or such other place as designated by the Board of Directors of the Corporation on a date during the month of May of each year, if not a legal holiday, and if a legal holiday, then on the next succeeding business day or such other day in July as designated by the Board of Directors of the Corporation, for the purpose of electing officers of the Corporation and for the transaction of such other business as may properly come before the meeting.

            Section 7.  Notice of Annual Meetings.  Notice of the time, place, and purpose or purposes of the annual meeting shall be served, either personally, by mail, by e-mail (if allowed by applicable law), or by publication on the Corporation’s website (if allowed by applicable law), not less than ten (10) nor more than sixty (60) days before the meeting, upon each person who appears upon the books of the Corporation as a member and, if mailed, such notice shall be directed to the member at the member’s address as it appears on the books of the Corporation, and, if e-mailed, such notice shall be directed to the member at the member’s e-mail address as it appears on the books of the Corporation, unless the member shall have filed with the Secretary of the Corporation a written request that notices intended for such member be mailed or e-mailed to some other address, in which case it shall be mailed to the address designated in such request.

            Section 8.  Special Meetings.  Special meetings of the members, other than those regulated by statute, may be called at any time by the President or by any two directors and must be called by the President or Secretary on receipt of the written request of one‑third (1/3) of the members of the Corporation.

            Section 9.  Notice of Special Meetings.  Notice of a special meeting stating the time, place, and purpose or purposes thereof shall be served personally, by mail, by e-mail (if allowed by applicable law), or by publication on the Corporation’s website (if allowed by applicable law), not less than ten (10) nor more than sixty (60) days before such meeting, upon such person who appears upon the books of the Corporation as a member, and, if mailed, such notice shall be directed to each member at the member’s address as it appears on the books or records of the Corporation, and, if e-mailed, such notice shall be directed to the member at the member’s e-mail address as it appears on the books of the Corporation, unless the member shall have filed with the Secretary of the Corporation a written request that notices intended for such member shall be mailed or e-mailed to some other address, in which case it shall be mailed to the address designated in such request.

            Section 10.  Quorum.  At any meeting of members of the Corporation the presence of ten (10%) percent of the regular members in person or by proxy shall be necessary to constitute a quorum for all purposes except as otherwise provided by law, and the act of a majority of the regular members present at any meeting at which there is a quorum shall be the act of the full membership except as may be otherwise specifically provided by statute or by these Bylaws.  In the absence of a quorum, or when a quorum is present, a meeting may be adjourned from time to time by vote of a majority of the regular members present in person or by proxy, without notice other than by announcement at the meeting and without further notice to any absent member. 

            Section 11.  Voting.  Each regular member shall be entitled to vote in person, or by proxy duly appointed by instrument in writing which is subscribed by such member and which bears a date nor more than eleven (11) months prior to such meeting, unless such instrument provides a longer period.  Each regular member of the Corporation shall be entitled to one (1) vote.  All elections shall be had and all questions decided by a majority vote of the regular members present in person or by proxy.

            Section 12.  Waiver of Notice.  Whenever under the provisions of any law or under the provisions of the Articles of Incorporation or Bylaws of this Corporation, the Corporation or the Board of Directors or any committee thereof is authorized to take any action after notice to the members of the Corporation or after the lapse of a prescribed period of time, such action may be taken without notice and without the lapse of any period of time, if at any time before or after such action is completed, such requirements are waived in writing by the person or persons entitled to such notice or entitled to participate in the action to be taken or by his authorized attorney.

            Section 13.  Removal.  Any member may be removed from membership by the affirmative vote of two‑thirds (2/3) of the Board of Directors at any regular or special meeting called for the purpose, for conduct detrimental to the interests of the Corporation, for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying out its purposes.  Any such member proposed to be removed shall be entitled to at least five (5) days' notice in writing by mail of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.

            Section 14. Compensation.  Members shall not receive any salary for their services as members.  The Board of Directors shall have the power, in its discretion, to contract for and pay to members rendering unusual or special services to the Corporation, compensation appropriate to the value of such services.

 ARTICLE III

Board of Directors

            Section Appointment.  The business and property of the Corporation shall be managed and controlled by a Board of Directors, who shall automatically be the then current officers of the Corporation. 

            Section 2.  Number.  The initial number of directors of the Corporation shall be five (5), which equals the initial number of officers of the Corporation, but such number may be increased or decreased by amendment to these Bylaws, in the manner set forth herein for amendments, but such number shall never be less than three.  When the number of directors is so decreased by amendment adopted by the Board of Directors, each director in office shall serve until his term expires or until his resignation or removal as herein provided. 

            Section 3. Resignation.  Any director may resign at any time by giving written notice of such resignation to the remaining directors.  Resignation as an officer shall constitute automatic resignation from the Board of Directors.

            Section 4.  Removal.  Any officer removed from office pursuant to Section  REF _Ref173908339 \n \h 11 of Article  REF _Ref173908497 \n \h IV shall automatically be removed as a director of the Corporation, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

            Section 5. Annual Meetings.  Immediately after each annual election, the newly elected directors may meet forthwith at the principal office of the Corporation for the purpose of organization, and the transaction of other business, and, if a quorum of the directors be then present, no prior notice of such meeting shall be required to be given.  The place and time of such annual meeting may, however, be fixed by written consent of all the directors.

            Section 6.  Special Meetings.  Special meetings of the Board of Directors may be called by the President and must be called by the President on the written request of any two (2) directors.

            Section 7.  Notice of Meetings.  Notice of the date, time and place of all special directors' meetings, shall be given at least two (2) days before the meeting to the usual business or residence address of each director, but such notice may be waived by any director.  Regular meetings of the Board of Directors may be held without notice at such time and place as shall be determined by the Board.  Any business may be transacted at any directors' meeting.  At any meeting at which every director shall be present, even though without any notice or waiver thereof, any business may be transacted.

            Section 8.  Quorum.  At all meetings of the Board of Directors, a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by these Bylaws.  If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting from time to time without further notice to any absent director.

            Section 9.  Waiver of Notice.  Whenever under the provision of any law or under the provisions of the Articles of Incorporation or Bylaws of this Corporation, the Corporation or the Board of Directors or any committee thereof is authorized to take any action after notice to the Directors of the Corporation or after the lapse of a prescribed period of time, such action may be taken without notice and without the lapse of any period of time, if at any time before or after such action is completed, such requirements are waived in writing by the person or persons entitled to such notice or entitled to participate in the action to be taken by his authorized attorney.

            Section 10. Compensation.  Directors shall not receive any salary for their services as Directors.  The Board of Directors shall have the power in its discretion, to contract for and to pay to directors rendering unusual or special services to the Corporation, compensation appropriate to the value of such services.  Directors shall be entitled to reimbursement from the Corporation for any expenses the Director may expend in furtherance of the purposes of the Corporation with prior written consent of the Board of Directors.

            Section 11.  Powers.  All the corporate powers, except such as are otherwise provided for in these Bylaws and by the laws of the State of Florida, shall be and are hereby vested in and shall be exercised by the Board of Directors.  The Board of Directors may, by general resolution, delegate to committees of their own number, or to officers of the Corporation, such powers as they may see fit.

            Section 12.  Constructive Presence at a Meeting.  Any director or member of a committee shall be deemed present at a meeting of the Board of Directors or a committee if a conference telephone or similar communication equipment is used, by means of which all persons participating in such meeting can hear each other.

            Section 13.  Consents.  Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all Directors consent to the adoption of a resolution authorizing the action.  Such consent will have the same effect as a unanimous vote.

            Section 14.  Official Records.  All official records of the Board, including minutes and resolutions duly adopted, shall be maintained in the office of the Corporation.

 

ARTICLE IV

Officers

            Section 1.  Number.  The officers of the Corporation shall be the President, 1st Vice-President, 2nd Vice-President, Secretary, Treasurer and such other officers with such powers and duties not inconsistent with these Bylaws as may be appointed and determined by the Board of Directors.  The same person may simultaneously hold more than one office.

            Section 2.  Election and Term of Office.  Officers of the Corporation shall be elected annually by the member at the annual meeting of the members of the Corporation.   The initial term of each officer of the Corporation shall be as follows:

2nd Vice-President -     one year

Secretary -                   one year

President-                     two years

1st Vice-President -      two years

Treasurer -                    two years

Except for the initial terms set forth above, and those officers filling vacancies as hereafter provided, each officer shall serve a full term or two years, or   until their successors are elected and qualified.  The term of office of a regularly elected officer shall commence at the adjournment of the annual meeting of the members of the Corporation at which the officer is elected.

A person shall be elected an officer if a majority of the members vote in favor of that person’s election.  Officers need not be members of the Corporation at the time of election but shall become members immediately upon election.

            Section 3.  Qualifications and Nomination Procedure.  With input from the Nominating Committee, the Board shall develop general qualifications for each of the officer positions that reflect the skills and experience necessary to execute the requirements of the position. At any time there is a vacancy in any office, the Nominating Committee shall present nominations for the vacant office.  The Nominating Committee will also present any nominations to the members for officer positions to be voted upon at an annual meeting.  In addition to considering the nominees of the Nominating Committee, the members may consider any nominee proposed in writing by at least twenty members or ten (10%) percent of the members, whichever is less, which writing must be delivered to the President at least ten (10) days before the date of the annual meeting of the members.  Elections may be by oral or writing vote, at the discretion of the Board of Directors.

            Section 4.  Vacancies.  In case any office of the Corporation becomes vacant by death, resignation, retirement, disqualification, or any other cause, the majority of the directors then in office, although less than a quorum, may elect an officer to fill such vacancy, and the officer so elected shall hold office and serve until the annual meeting of the members next succeeding and until the election and qualification of his successor.

            Section 5.  President.  The President shall preside at all meetings of members of the Board of Directors.  He shall have and exercise general charge and supervision of the affairs of the Corporation and shall do and perform such other duties as may be assigned to him by the Board of Directors.

            Section 6.  First Vice President.  At the request of the President, or in the event of his absence or disability, the First Vice President shall perform the duties and possess and exercise the powers of the President; and to the extent authorized by law, the First Vice President shall have such other powers as the Board of Directors may determine and shall perform such other duties as may be assigned to him by the Board of Directors.  Additionally, the First Vice President shall have primary responsibility for obtaining speakers to present to the members.

            Section 7.  Second Vice President.  At the request of the President, or in the event of the absence or disability of the President and the First Vice President, the Second Vice President shall perform and possess and exercise the powers of the President, and to the extent authorized by law, the Second Vice President shall have such other powers as the Board of Directors may determine and shall perform such other duties as may be assigned to him by the Board of Directors.  Additionally, the Second Vice President shall have primary responsibility for organizing programs for the members and communications to the members.

            Section 8.  Secretary.  The Secretary shall have charge of such books, documents and papers as the Board of Directors may determine and shall have the custody of the corporate seal.  He shall attend and keep the minutes of all meetings of the Board of Directors and members of the Corporation.  He shall keep a record, containing the names, alphabetically arranged, of all persons who are members of the Corporation, showing their places of residence, and such book shall be open for inspection as prescribed by law.  He may sign with the President or Vice President, in the name and on behalf of the Corporation, any contract or agreement authorized by the Board of Directors, and when so authorized or ordered by the Board of Directors, he may affix the seal of the Corporation.  He shall in general perform all the duties incident to the office of Secretary, subject to the control of the Board of Directors, and shall do and perform such other duties as may be assigned to him by the Board of Directors.

            Section 9.  Treasurer.  The Treasurer shall have the custody of all funds, property and securities of the Corporation, subject to such regulations as may be imposed by the Board of Directors.  He may be required to give bond for the faithful performance of his duties, in such sum and with such sureties as the Board of Directors may require.  When necessary or appropriate he may endorse on behalf of the Corporation for collection, checks, notes and other obligations, and shall deposit the same to the credit of the Corporation at such bank or banks or depository as the Board of Directors may designate.  He shall make such payments as may be necessary or proper to be made on behalf of the Corporation.  He shall enter regularly on the books of the Corporation to be kept by him for that purpose, full and accurate account of all monies and obligations received and paid or incurred by him for or on account of the Corporation, and shall exhibit such books at all reasonable times to any director or member on application at the offices of the Corporation.  He shall, in general, perform all duties incident to the office of Treasurer, subject to the control of the Board of Directors.

            Section 10. Compensation.  Officers shall not receive any salary for their services as officers.  The Board of Directors shall have the power in its discretion, to contract for and to pay to directors rendering unusual or special services to the Corporation, compensation appropriate for the value of such services.  Officers shall be entitled to reimbursement from the Corporation for any expenses an Officer may expend in furtherance of the purposes of the Corporation with prior written consent of the Board of Directors.

            Section 11.  Removal.  Any officer may be removed from office by the affirmative vote of two‑thirds (2/3) of the Board of Directors at any regular or special meeting called for that purpose, for nonfeasance, malfeasance or misfeasance, for conduct detrimental to the interests of the Corporation, for lack of sympathy with its objectives, or refusal to render reasonable assistance in carrying out its purposes.  Any officers proposed to be removed shall be entitled to at least five (5) days' notice 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.  Such removal shall be without prejudice to the contract rights, if any, of the person so removed.

            Section 12.    Resignation.  Any officer may resign at any time by giving written notice of such resignation to the remaining directors.

 

ARTICLE V

Investments

            The Corporation 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 investment which a trustee is or may be permitted by law to make or by any similar restriction, provided, however, that no action shall be taken by or on behalf of the Corporation if such action is a prohibited transaction or would result in the denial of a tax exemption under Section 503 or Section 507 of the Internal Revenue Code of 1986 and the regulations issued pursuant thereto as they now exist or as they may hereafter be amended.

 

ARTICLE VI

Contracts, Loans, Checks, and Deposits

            Section 1.  Contracts.  The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

            Section Loans.  No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.  Such authority may be general or confined to specific instances.

            Section 3.  Checks, Drafts, Etc.  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 from time to time be determined by resolution of the Board of Directors.

            Section 4.  Deposits.  All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

 

ARTICLE VII

Restrictions

            Section 1.  Prohibition Against Benefit.  No member, director, officer or employee of, or member of a committee of, or person connected with the Corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the Corporation.  All members of the Corporation shall be deemed to have expressly consented and agreed that upon dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered, and paid over, in such amounts as the Board of Directors may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Directors, exclusively to charitable, religious, scientific, literary or educational organizations which qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and the regulations issued pursuant thereto as they now exist or as they may hereafter be amended.

            Section 2.  Exempt Activities.  Notwithstanding any other provisions of these Bylaws, no member, director, officer, employee or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and the regulations issued pursuant thereto as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended.

ARTICLE VIII

Amendments

            The Board of Directors shall have power to make, alter, amend and repeal the Bylaws of the Corporation by affirmative vote of a majority of the Board.

 

ARTICLE IX

Committees

            Section 1.  Appointment.  The President is empowered to appoint such standing, temporary, or ad hoc committees as are deemed necessary for the successful execution of the programs of the Corporation. All committee activities must be reported at a regular Board meeting for adoption unless the committee is appointed by majority Board vote with the requisite powers to carry out the Committee's functions on its own.

            Section 2.  Standing Committees.  The standing committees of the Corporation shall be:

Budget & Finance

Membership

Nominating

Programs

Public Relations

Website

            No standing Committee may execute any documents or carry on any activities unless authorized by the Board.

            Section 3.  Term and Appointment of Committee Members.  All Committee members, including the Committee Chair, shall be appointed by the President.  Committee members do not need to be members of the Board.  Each member of each committee shall serve at the pleasure of the Board.

            Section 4.  Budget and Finance Committee.  The Budget and Finance Committee shall study the financial structure of the Corporation, prepare the annual budget, recommend proper investment of funds, oversee the expenditure of funds, and recommend any other financial procedure as deemed necessary.  In addition, the Budget and Finance Committee shall be responsible for assuring that all legal financial requirements are carried out and insuring the annual audit of the records, if required.

            Section 5.  Membership.  The Membership Committee shall be responsible for obtaining new members and keeping a list of names and addresses of all members.  The Membership Committee is also to provide membership services to the members and shall be responsible for communications to the members. 

            Section 6.  Nominating Committee.  The Nominating Committee shall prepare qualifications for all of the officers, which qualifications will need to be approved by the Board.  The Nominating Committee shall also investigate and report to the members concerning any person or persons who may be nominated to or who may apply to become an officer.  Recommendations by this committee concerning potential officers shall be presented at least ten (10) days prior to a meeting of the members.  The committee shall also present at the annual meeting of the members a slate of nominees for officers of the Corporation.

            Section 7.  Programs.  The Programs Committee shall be responsible for organizing appropriate educational programs for the members and if directed by the Board for gifted students or other groups interested in the education of gifted students.

            Section 8.  Public Relations.  The Public Relations Committee is responsible for all communications with the media, government and all other groups other than the members.

            Section 9.  Website.  The Website Committee is responsible for keeping the Corporation’s Web Site accurate and current.

           Section 10.  Ad Hoc Committees.  The President may appoint at his discretion one or more ad hoc committees, and a person to be the Chair of that committee.  Each such committee shall exist for the term of the current President, provided, however, that the new President may decide to keep one or more ad hoc committees in existence.

            Section 11. Quorum Inapplicable.  Unless otherwise provided in a resolution of the Board, the quorum rules applicable to meetings of the Board will not be applicable to any committee meetings.

            Section 12.  Rules.  Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board.

            Section 13.  Meetings.  Each Standing Committee shall meet as needed throughout the year.  The chair of each Standing Committee shall be responsible for providing notice of committee meetings to each member of the respective committee.

 

ARTICLE X

Rules of Procedure

            Section 1.  Rules Governing.  All meetings of the members, the Board and Committees, shall be conducted and governed by parliamentary procedure and usage as contained and set forth in the most current version of "Robert's Rules of Order" unless otherwise provided in these Bylaws or except where modification of such rules is required because of the nature of the work to be accomplished by this Board

            Section 2.  Parliamentarian.  The President and the Chair of each committee may appoint, if they so desire, an individual to be designated as parliamentarian to assist them in the proper conduct of the business affairs of this organization.

 

ARTICLE XI

Indemnification of Officers, Directors, Employees and Agents

            Section 1.     Indemnification for Actions, Suites or Proceedings

(a)                To the fullest extent allowed by Florida law, the Corporation shall indemnify, hold harmless and defend any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of, the Corporation) by reason of the fact that the person is or was a Director, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines, amounts paid in settlement and other liabilities actually and reasonably incurred by the person in connection with such action, suit or proceeding, including any appeal thereof, if the person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. The adverse termination of any action, suit or proceeding by judgment, order, settlement, conviction, or a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner in which he reasonably believed to be in, or not opposed to the best interests of the Corporation, or with respect to any criminal action or proceeding, had reasonable cause to believe that such conduct was unlawful.

(b)               The Corporation shall indemnify, hold harmless and defend any person who was, is or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was a Director, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation, or is or was serving at the request of the Corporation as a member of the Board, director, officer, employee or agent of another corporation, trust or other enterprise against expenses (including attorneys' fees) and amounts, not exceeding, in the judgment of the Board, the estimated expense of litigating the action, suit or proceeding to conclusion, actually and reasonably incurred by the person in connection with the defense or settlement of such action, suit or proceeding, including any appeal thereof and if the person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, that no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which such court shall deem proper.

(c)                To the extent that a Director, Officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b), or in defense of any claim, issue or matter thereon, the Corporation shall indemnify the person against the expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

(d)               Any indemnification under subsection (a), (b) or (c) above (unless ordered by a court of competent jurisdiction) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) or (b). Such determination shall be made:

    (i)                 By the Board by a majority vote of the Directors who were not parties to such proceeding but who voted at the Board Meeting; or

    (ii)               By independent legal counsel selected by the Board in accordance with the provisions of paragraph (a).

(e)                Evaluation of the reasonableness of expenses and authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible. The determination of reasonableness is final and binding.

(f)                Expenses (including attorneys' fees) incurred by an Officer, Director in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in subsection (d) upon receipt of an undertaking by or on behalf of such Director or Officer to repay such amount if the person ultimately is determined not to be entitled to indemnification or if the amount paid exceeds the reasonableness determination made pursuant to subsection (e) above. Expenses incurred by other employees and agents may be paid in advance upon such terms or conditions that the Board deems appropriate

            Section 2.  Other Indemnification.  The Officers, Directors, employees or agents of the Corporation shall otherwise be entitled to indemnification to the full extent permitted by the Florida Statutes. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of disinterested members of the Board, or otherwise, both as to actions in an official capacity and to actions in another capacity while holding such position. However, indemnification or advancement of expenses shall not be made to or on behalf of any Director, Officer, employee, or agent if a judgment or other final adjudication establishes that his actions, or omissions to act, were material to the cause of action so adjudicated and constitute:

(a)                A violation of the criminal law, unless the Director, Officer, employee, or agent had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful;

(b)               A transaction from which the Director, Officer, employee, or agent derived an improper personal benefit;

(c)                In the case of a Director, a circumstance under which the liability provisions of §607.0834 are applicable;

(d)               Willful misconduct or a conscious disregard for the best interests of the Corporation in a proceeding by or in the right of the Corporation to procure a judgment in its favor.

            Indemnification and advancement of expenses as provided in this section shall continue as, unless otherwise provided when authorized or ratified, to a person who has ceased to be a Director, Officer, employee, or agent and shall inure to the benefit of the heirs, executors, and Administrators of such a person, unless otherwise provided when authorized or ratified.

            For purposes of this section, the term "Corporation" includes, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger, so that any person who is or was a Director, Officer, employee, or agent of a constituent corporation, or is or was serving at the request of a constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, is in the same position under this section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

For purposes of this section:

(a)                The term "other enterprises" includes employees benefit plans;

(b)               The term "expenses" includes counsel fees, including those for appeal;

(c)                The term "liability" includes obligations to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to any employee benefit plan), and expenses actually and reasonably incurred with respect to a proceeding;

(d)               The term "proceeding" includes any threatened, pending, or completed action, suit, or other type of proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal;

(e)                The term "agent" includes a volunteer;

(f)                The term "serving at the request of the corporation" includes any service as a director, officer, employee, or agent of the Corporation that imposes duties on such persons, including duties relating to an employee benefit plan and its participants or beneficiaries; and

(g)               The term "not opposed to the best interest of the corporation" describes the actions of a person who acts in good faith and in a manner he reasonably believes to be in the best interests of the participants and beneficiaries of an employee benefit plan.

            Section 3. Liability Insurance.  Upon the majority vote of the Board, the Corporation shall purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a member of a Board, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against the person and incurred by the person in any such capacity, or arising out of his status as such, whether or not the Corporation shall have indemnified the person against such liability under the provisions of this Article.

 

ARTICLE XII

Inspection of Books, Records

            Section 1.  Inspection by Director.  Each Director has the right, for any proper purpose and at any reasonable time, on written demand stating the purpose thereof, to examine and, at such person's expense, make copies from the relevant books and records of accounts, minutes, and records of the Corporation. Additionally, balance sheets and revenue and disbursement statements are to be filed in the registered office of the Corporation in Florida, to be kept for at least seven years, and will be subject to inspection during business hours by any member, in person or by agent.

            Section 2.  Inspection by the Public.  The Corporation's annual information return required by the Internal Revenue Code to be filed must be made available for public inspection for a three (3) year period beginning with the due date for the return (including any extension of time for filing). In like fashion, the Corporation shall make available for public inspection on reasonable request (i) a copy of the application for recognition of Federal tax exemption on Form 1023 and (ii) a copy of any papers submitted in support of such application and any letter or other document issued by the Internal Revenue Service with respect to such application.

 

ARTICLE XIII

SDHC Liaison

            The Board shall have the right to appoint a person to act as the liaison between the Corporation and the School District of Hillsborough County (he “SDHC Liaison”).  The SDHC Liaison shall not be an officer of the Corporation.  The purpose of the SDHC Liaison shall be to facilitate communications between the Corporation and the School District of Hillsborough County. The SDHC Liaison need not be a member of the Corporation.

ARTICLE XIV

Gender

Throughout these Bylaws, the terms "he" or "she" shall include the masculine as well as the feminine.

 

 

 

 

 

 
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Last modified: 08/12/08

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