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Bylaws of the
Education Foundation
of the Florida Federation of Business and Professional Women’s Clubs, Inc.


Revised June 2007


ARTICLE I – MEMBERSHIP


The membership of this Corporation shall consist of all members in good standing of the Florida Federation of Business and Professional Women’s Clubs, Inc.


ARTICLE II – MEETINGS/QUORUM

Section 1 - Meetings of the members of the Corporation shall be held:

  1. During the Annual Conference and Mid-Year Board meetings of the Florida Federation of Business and Professional Women’s Clubs, Inc. The annual meeting of the members of the Corporation shall be during the FFBPWC, Inc. Annual Conference.
  2. At any other time and place designated by the Board of Directors.


Section 2 - Notice of the meetings of the Corporation shall be given in an official publication of the Florida Federation of the Business and Professional Women’s Clubs, Inc. not less than five (5) days prior to the date of the proposed meeting.


Section 3 - A quorum for any meeting shall be at least 15 % of the entire voting body registered, provided at least sever (7) board members are included. The latest credentials report presented prior to the Foundation annual meeting shall define the voting body.


ARTICLE III – OFFICERS


Section 1 - The officers of the Corporation shall be the President, First Vice President, Second Vice President, Recording Secretary, Corresponding Secretary and Treasurer.


Section 2 - The President shall be the principal officer of the Corporation and shall:




  1. Preside at all meetings of the members of the Corporation and at meetings of the Board of Directors.
  2. Appoint a parliamentarian. Appoint, with the approval of the Board of Directors, an auditor, a contact chair for each Scholarship House, and other committees/chairs as needed, except for the chair of nominations.
  3. Fill vacancies occurring on the Board of Directors until the next annual meeting of the members of the Corporation at which time vacancies will be filled by election to fulfill the unexpired term.
  4. Countersign checks: two (2) signatures required on the following three: President, First Vice President, or Treasurer.
  5. The President and three (3) members of the Board may call a special meeting of the Board of Directors with ten (10) days written notice having been given, stating the time, place and the business for which the meeting is called.
  6. Make an annual report to the membership at the annual meeting.
  7. Be an ex-officio member of all committees except the nominating committee.
  8. Ensure that notice of all meetings of the members of the Corporation are delivered in an appropriate manner according the Article II, Section 2 of these Bylaws.
  9. Serve as the official representative of the Corporation.

Section 3 - The First Vice President shall:
  1. In the absence or disability of the President, exercise all of the duties of the President.
  2. In the event of a vacancy in the office of President, succeed to that office for the unexpired term.
  3. Serve as Chair of the Finance Committee.
  4. Serve in any other capacities as the President shall direct.
  5. Countersign checks when President or Treasurer is unavailable.

Section 4 - The Second Vice President shall:
  1. Perform the duties of the President or First Vice President in their absence of inability to serve.
  2. In the event of a vacancy in the office of First Vice President, succeed to that office for the unexpired term.
  3. Serve as the Chairman of the Growth and Expansion Committee.
  4. Perform such duties as may be assigned by the President and the Board of Directors.

Section 5 - The Recording Secretary shall:
  1. Keep the minutes of all meetings of the members of the Corporation and of the Board of Directors.
  2. Furnish all members of the Board with copies of the minutes within thirty (30) days following each meeting.
  3. Sign with the President such instruments as require their signatures.
  4. Affix and attest the seal of the Corporation to all instruments requiring the same.
  5. Perform such other duties as are assigned by the President of the Corporation.
  6. Deliver all records to the successor within (30) days. All records are the property of the Corporation.
  7. Present a written report of the minutes of any conference call within thirty (30) days.
  8. Notify members of the Board, in writing, of the outcome of any votes taken by mail within ten (10) days of receipt of all ballots.
  9. Send notice to the Editor of the Florida Business Woman and/or any official publication of the Federation regarding meetings of the Corporation (per Article II, Section 2 – Notice of Meetings).
  10. Immediately following the close of the annual meeting of the Corporation, prepare a new roster of names of officers and directors with expiration of term of office following each name.
  11. Maintain a supply of applications for each Scholarship House.

Section 6 - The Corresponding Secretary shall:
  1. Prepare all correspondence as requested by the President.
  2. At the request of the Recording Secretary, assist with correspondence of that office.
  3. Acknowledge all gifts to the Foundation.
  4. Prepare and provide to all Board Members, all standard forms needed by the Board.

Section 7 - The Treasurer shall:
  1. Have custody of all properties or securities of the Corporation, except those held by such persons or institutions as may be designated by the Board of Directors.
  2. Sign with the President or First Vice President, all checks, drafts, notes and other instruments for the payment of money.
  3. Pay out and dispose of the same under the direction of the President and the Board of Directors.
  4. Present the books of the Corporation for audit annually.
  5. Present a financial report to the membership at all Corporation meetings.
  6. Ensure that the Corporation files a tax return with the State of Florida and a Federal tax return and files copies of each tax return with the minutes of the Corporation with copies maintained in the Recording Secretary’s files.
  7. Serve as the Registered Agent of the corporation and file active status with the State of Florida annually as required by Florida law.
  8. Furnish a bond in the sum of Twenty Thousand Dollars ($20,000) with corporate surety, the premium on which shall be paid by the Corporation.

ARTICLE IV – BOARD OF DIRECTORS


Section 1 - The Board of Directors is responsible for carrying out the objectives as stated in the Articles of Incorporation and shall carry forward the work of the Corporation between meetings and formulate policies for adoption by the Corporation.


Section 2 - The quorum for the transaction of all business of the Board of Directors shall consist of seven (7) members of the Board.


Section 3 - The Board of Directors shall:

  1. Consist of the President, First Vice President, Second Vice President, Recording Secretary, Corresponding Secretary, Treasurer, the President and President Elect of the FFBPWC, Inc. and five directors.
  2. By vote, determine the time and place for meetings of the Board.
  3. Forward written confirmation of their vote to the Education Foundation Recording Secretary within ten (10) working days when conference calls to conduct business between meetings of the Board of Directors become necessary, and this report shall become a part of the minutes approved at the next meeting of the Board.
  4. Forward a written confirmation of their vote to the Education Foundation Recording Secretary within ten (10) working days after receipt of mail ballot when voting by mail becomes necessary to conduct business between meetings of the Board of Directors, and this report shall become a part of the minutes approved at the next meeting of the Board.
  5. Carry forward the work of the Corporation between meetings and formulate policies for adoption by the Corporation.
  6. Make recommendations to the Corporation regarding amendments to the Bylaws and Articles of Incorporation.
  7. By majority vote, have the authority to remove any member of the Board or any appointed or elected committees or chairman, not fulfilling the duties of said member as set forth in the Bylaws.
  8. Board members who are “No Show” for two scheduled meetings in a twelve-month period, shall be replaced by the majority vote of the Board.
  9. Approve all minutes of the Education Foundation of the FFBPWC, Inc.
  10. Elect a chairman of nominations and approve all appointments by the President.

Section 4 - No member of the Board of Directors shall make a commitment of any expenditure which has not been budgeted or for which prior approval of the Board of Directors has not been secured. Any such unapproved commitment shall become the personal responsibility/liability of the individual incurring the expense.


ARTICLE V – NOMINATIONS


Section 1 - As soon as possible after the annual meeting, the Board of Directors shall elect a Chair of Nominations to serve until the next annual meeting.


Section 2 - The Chair of Nominations shall:

  1. Send uniform blank forms, along with the duties of the office, to members of the Board of Directors of the Corporation and the Executive Committee of the Florida Federation of Business and Professional Women’s Clubs, Inc. no latter than February 15th, requesting names of candidates for Corporation officers and directors. These forms shall be returned to the Chair of Nominations no later than May 15th.
  2. Present the slate of candidates at the annual meeting.

Section 3 - Nomination may be made from the floor with the consent of the nominee.



ARTICLE VI – TERMS OF OFFICE


Section 1 - Limitation of Terms:




  1. The President, First Vice President, Second Vice President and Recording Secretary shall serve for a term of one (1) year.
  2. The Corresponding Secretary and Treasurer shall serve for a term of three (3) years. The may serve a maximum of two (2) consecutive terms.

Section 2 - Five (5) Directors shall be elected to board seats, 1 –2 – 3 – 4 – 5. The term of office for each Board Member shall be two years. The even numbered Board Members shall be elected in even years. The odd numbered Board Members shall be elected in odd years.


ARTICLE VII – ELECTIONS


Section 1 - The election of officers and directors shall be held at the annual meeting of the members of the Corporation.


Section 2 - The President shall appoint tellers and designate a chair of tellers.


Section 3 - A majority of votes cast for a particular office shall constitute an election, with the exception of the votes cast for the directors. The positions open for directors shall be filled by plurality vote, as follows:
The candidates receiving the largest number of votes shall be elected.


ARTICLE VIII – COMMITTEES


Section 1 - The standing committees of the Corporation shall be: Bylaws, Finance and Growth and Expansion.


Section 2 - The Bylaws Committee shall be composed of a chair and two members. The committee will make recommendations for Bylaw changes to the Board, review the Bylaws annually, and file a written report annually with the Board of Directors.


Section 3 - The Finance Committee shall be composed of a chair who shall be the First Vice President, the Treasurer and three additional Board members. The committee will prepare an annual budget for the Corporation, review fund raising proposals and make recommendation to the Board for action.


Section 4 - The Growth and Expansion Committee shall be composed of a chair who shall be the Second Vice President and three members of the Board. The committee will submit all fundraising proposals to the Finance Committee for their review, prepare and distribute a report to the membership a the annual meeting and present a report at each Board of Directors meeting. The Committee will be responsible for preparing a five (5) year plan for expansion that will be reviewed annually by the Board of Directors.


ARTICLE IX – AMENDMENTS


The Articles of Incorporation of this Corporation may be amended in whole or in part at the annual meeting by a two thirds (2/3) vote of the members of the Corporation present and voting, provided the proposed change has been read at a Board of Directors meeting thirty (30) days prior to the annual meeting.


ARTICLE XI – FISCAL YEAR


The fiscal year of the Corporation shall begin June 1 and end May 31st.


ARTICLE XII – PARLIAMENTARY AUTHORITY


The Parliamentary authority for all meetings of the Corporation shall be Roberts Rules of Order, Newly Revised, Most Recent Edition.






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