Bylaws
STATEMENT OF PURPOSE
The purpose of Leadership Gainesville Alumni Association, Inc., is to foster and maintain communication among members; to increase knowledge on important issues, and to encourage active leadership with a goal of influencing positive changes in the Alachua County/Gainesville Community.
ARTICLE I - NAME
The Corporation shall be known as Leadership Gainesville Alumni Association, Inc., a non-profit Florida Corporation.
ARTICLE II – MEMBERSHIP
All persons who have successfully completed the Leadership Gainesville (LG) program shall be eligible for membership in Leadership Gainesville Alumni Association, Inc (LGAA). The membership for each annual period beginning January 1st of each year shall consist of all those eligible for membership who have paid the annual membership fee on or before the date set by the Board of Directors. New members from the most recent class shall receive a membership which would expire on the second December 31st after the year of their LG class. The membership fee shall be established from time to time by the Board of Directors.
ARTICLE III – HONARY MEMBERS
The Board may assign honorary membership status to an individual as it chooses by a majority vote.
ARTICLE IV – MEETINGS OF THE MEMBERSHIP
Section 1. Annual Meeting. The annual meeting of the members of the corporation shall be held on or before June 30th of each year at such time and place as shall be determined by the Board of Directors and designated in the Notice of Meeting.
Section 2. Special Meetings. Special meetings may be held at the call of the President, or by written request of one-third of the Board of Directors.
Section 3. Notice. At least seven (7) days notice of each meeting shall be given to each member of the corporation.
Section 4. Order of Business. The agenda of each meeting shall be determined by the President.
ARTICLE V – BOARD OF DIRECTORS
Section 1. Directors. There shall be a Board of no less than 10 and no more than 30 members.
(a) One director shall be the President of the Corporation.
(b) The immediate past President, President-Elect, Vice President, Secretary and Treasurer will serve as directors of the corporation.
(c) A minimum of five directors shall be selected from the most recent Leadership Gainesville Class. These directors shall have a term of one year.
(d) As many classes as possible will be represented among the officers and directors of the Board.
Section 2. Quorum. The presence of 1/3 of the board directors shall be necessary at any meeting of the Board of Directors to constitute a quorum to transact business. The act of a majority of the directors present at a meeting when a quorum is present shall be the act of the Board of Directors. All officers and board members present may vote on corporation business and the majority vote shall be of those board members present.
Section 3. Meetings. Regular meetings of the Board shall be held monthly in Gainesville, Florida, and on such dates and at such times as the President may designate. Special meetings of the Board of Directors may be called from time to time by order of the President or by one-third of the Board of Directors.
Section 4. Nominating Committee. The President shall appoint a Nominating Committee to report to the Board of Directors with recommendations regarding officers and directors for the coming year.
Section 5. Power to Elect Officers. The Officers of the corporation shall be elected by the Board of Directors at their annual meeting.
Section 6. Removal of Directors, Officers, or Employees. Any director, officer or employee may be removed by the Board of Directors whenever, in the judgement of the Board, the best interest of the corporation will be served thereby.
Section 7. Vacancies. In case of any vacancy on the Board of Directors through death, resignation, disqualification, or any other cause, the majority of the remaining directors present at any meeting at which a quorum is present may elect a director to fill the vacancy until the election and/or qualification of a successor pursuant to Article II. A vacancy shall exist if any director shall fail to attend three consecutive meetings or four annually, whether annual, regular, or special.
ARTICLE VI – OFFICERS
Section 1. Officers. The officers of the corporation shall consist of a President, a President-Elect, a Vice President, a Secretary, and a Treasurer, all of whom shall hold office for the period of one (1) year and until their successors are elected.
Section 2. President. The President shall:
1) preside at all meetings of the Board of Directors
2) Perform such duties as are generally incident to the office of President, or as may be required by the Board of Directors; and
3) assure that the activities of the corporation are in compliance with these bylaws.
Section 3. President Elect. The President-Elect shall:
1) preside at all meetings of the Board of Directors in the absence of the President;
2) be vested with all the power and shall perform all of the duties of the President in case of his or her absence or inability to act, and
3) perform such other duties as are generally incident to the office of the President-Elect, or as may be required by the Board of Directors or the President.
4) perform the duties as chairperson of the fundraising committee and oversee that the objectives and duties assigned the fundraising committee by the President are obtained.
Section 4. Vice President. The Vice President shall:
1) preside at all meetings of the Board of Directors in the absence of the President and President-Elect;
2) perform the duties of chairperson of the Membership Committee and report to the President on a regular basis the number of paid members and the paid status of its Board of Directors
3) perform such other duties as are generally incident to the office of the Vice President or as may be required by the Board of Directors or the President
Section 5. Secretary. The Secretary shall:
1) coordinate preparation of the record of the minutes of all meetings;
2) coordinate custody of any seal of the corporation;
3) give notices of all meetings required by statutes, bylaws, or resolutions;
4) take attendance records at meetings, and
5) perform such other duties as are generally incident to the Office of Secretary, or as may be required by the Board of Directors or President.
Section 6. Treasurer. The Treasurer shall:
1) be custodian of all funds and securities of the corporation and collect interest thereon;
2) keep a record of the accounts of the corporation and report thereon at each monthly meeting of the Board of Directors;
3) make a report at annual meetings and special reports when requested;
4) deposit all monies of the corporation in a bank or banks selected and designated by the Board of Directors, subject to withdrawal for authorized purposes, upon or obtaining such signatures as may be required by the Board of Directors;
5) arrange for the preparation and filing of all reports and returns required by all governmental agencies and secure the president’s signature on all reports dealing with finances; and
6) perform such other duties as are generally incident to the office of Treasurer or as may be required by the Board of Directors or the President.
The Treasurer’s accounts and bookkeeper’s records shall be maintained at the discretion of the Board of Directors and may be audited by an independent certified public accountant at the expense of the corporation if deemed necessary by the Board of Directors.
Section 7. Vacancies. In the case of a vacancy in the office of the President, The President-Elect shall assume the office of President. In the case of a vacancy in any other elected office, such office may be filled by election by a majority of directors present at a meeting duly called and conveyed at which a quorum is present. Any person elected to fill a vacancy in an elected office shall hold office during the unexpired portion of the term thereof until a successor has been elected at the next annual meeting of the Board of Directors.
ARTICLE VII – FISCAL YEAR
The fiscal year of the corporation shall begin January 1st of each year, and end on December 31st of the same year.
ARTICLE VIII – CORPORATE SEAL
The Board of Directors may provide a suitable seal containing the name of the corporation and the words “corporation not for profit” which may be facsimile, engraved, printed or an impression seal. The seal, if any, shall be in the charge of the Secretary. The seal of this corporation may be affixed to all documents, contracts and papers as the Board of Directors may prescribe.
ARTICLE IX
The Board of Directors may amend, revise, add to, repeal or rescind these bylaws and/or adopt new bylaws at pleasure by majority vote of the members of the Board of Directors present at any meeting of the Board of Directors, at which a quorum is present; provided that if the meeting is other than the annual meeting of the Board of Directors, seven (7) day’s notice in writing of the time, place, and purpose of such meeting shall be given to each director unless such notice shall be waived in writing.
ARTICLE X
Meetings will be conducted by Roberts Rules of Order, etc.