AMENDED AND RESTATED BYLAWS OF RECOVER PASCO INC.
ARTICLE I – PURPOSE AND POWERS
The purpose of RecoverPasco. (hereinafter referred to as the “Corporation”) a Florida not-for-profit corporation, is to actively work together with community stakeholders to ensure Pasco County is prepared for and can recover from a local disaster or emergency event.
The Corporation will have all of the powers accorded not for profit corporations under the Florida Not For Profit Corporation Act. The Corporation will utilize such powers to engage in any lawful activity which is consistent with its purposes as set forth in the Articles of Incorporation.
ARTICLE II – OFFICES
The principal office of the Corporation shall be located at the office of its fiscal agent, , or such other location as the board of directors (hereinafter referred to as “Board”) may designate. The Corporation may have such other offices, as the Board may designate, or as the business of the Corporation may from time to time require.
ARTICLE III – BOARD OF DIRECTORS
The Corporation shall be managed, operated, and governed by a Board of Directors to fulfill the purposes of the Corporation.
Section 1. Number: The Board of Directors shall consist of no more than nine (9) individuals as determined by action of the Board and may, from time to time, be recalculated as deemed necessary to meet the Corporation’s purposes. There will be a minimum of three (3) directors on the Board.
Section 2. Vacancies: Whenever a vacancy occurs on the Board, it may be filled by the affirmative vote of a majority of the remaining directors even if the remaining directors constitute less than a quorum.
Section 3. Removal: Any director may be removed with or without cause by two-thirds of the members of the Board present in person provided a quorum is present or by proxy presented at any meeting of the Board.
Section 4. Qualifications: All of the directors must be at least 18 years old and must be able to contribute to the purpose of the organization.
Section 5. Terms: Directors will serve for two-year terms and may serve successive terms.
Section 6. Resignation: Any director may resign at any time. Such resignation will be made in writing and will take effect upon its delivery to the Board President.
Section 7. Quorum and Voting
Unless prohibited by law, any member of the Board will be deemed present and voting at a meeting of such Board if said member or members participate in the meeting in person or via conference telephone, video conference, or other communications equipment enabling all persons participating in the meeting to hear each other and dialogue at the same time. Participation by such means will constitute presence at a meeting.
2. Quorum. A majority of the directors then in office will constitute a quorum for the transaction of business. In times of disaster or emergency event, a quorum will be 3 directors where at least 1 is an officer. The act of a majority of directors present at a meeting where a quorum is present will be the act of the Board, except as may be otherwise specifically provided by law, the Articles of Incorporation or these Bylaws. If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting, without further notice, from time to time and place to place until a quorum will have been obtained.
3. Voting; Limitations. Each Director shall be entitled to one vote on all matters brought before the Board.
Section 8. Staff
The Board shall determine such volunteer or paid staff positions as it shall deem necessary and have the power to hire and supervise employees or delegate the hiring and supervision of employees to a hired Executive Director as it sees fit.
ARTICLE IV - MEETINGS
Section 1. Meetings
The Board may hold meetings, whether annual or regular. All meetings shall be held at such location as the Board shall direct. Notice of date, time and place of regular meetings of the Board of Directors shall be delivered to each director by facsimile, express mail, first-class mail, electronic mail or by other means of written communication with at least five (5) business days notice. In times of a disaster or emergency event, meetings may be called at will by any Board of Director. The Board shall keep regular minutes of its proceedings and shall report the same to the membership of the Corporation. A report of any such meetings shall be available upon request.
Section 2. Regular Meetings
The Board shall hold regular meetings no less than twice per year to conduct business of the organization or update the Board on any policy or procedural changes required as a result of federal, state, or local mandates impacting existing process.
Section 3. Annual Meetings
The annual meeting of the Board, for the purpose of electing officers and transacting other business as may be brought before the Board, will be held during the last quarter of the fiscal year.
ARTICLE V – OFFICERS
Section 1. Number and Eligibility
The officers shall be a President, a Vice-President, a Secretary and a Treasurer, each of whom shall be selected by the Board from among the Directors. At the discretion of the Board, and in the event the fiscal agent is handling the finances of the Corporation, the offices of Secretary and Treasurer may be consolidated into one position. All members of the Board are eligible to be officers.
Section 2. Election and Term of Officers
The officers of the Corporation shall be elected from the Board at its annual meeting. Each officer’s term shall be for one (1) year, or the remainder of the term for which the office expires. Notwithstanding the expiration of his or her term, each officer shall continue to serve in office until his or her successor shall have been duly elected, unless he or she shall have resigned or been removed from the office, died, or become disabled.
Section 3. Removal
Any officer may be removed by a two-thirds majority vote of the Board with or without cause.
Section 4. Vacancies
A vacancy in any office for any reason may be filled by the Board for the unexpired portion of the term, except that the Vice-President shall automatically assume the position of President in the event of a vacancy in the office of President for the unexpired portion of the term.
Section 5. President
In the absence of an executive director, the President shall be the principal executive officer of the Corporation and, subject to the control of the Board, shall, in general, supervise and control all of the business and affairs of the Corporation. He or she shall preside at all general membership and Board meetings. He or she shall, in general, perform all duties incident to the office of the Chairperson and such other duties as may be prescribed by the Board from time to time.
Section 6. Vice-President
The Vice-President shall preside at meetings of the general membership or Board in the absence of the President. The Vice-President shall assume the position of President in the event that the President fails to complete his/her term. The Vice-President shall also perform such other duties as may be assigned by the President or by the Board.
Section 7. Secretary
The Secretary or his or her designee shall ensure that all notices are duly given in accordance with the provisions of these bylaws, or as otherwise required. He or she or the designee shall be the keeper of the minutes of all meetings and the custodian of the corporate records and of the seal of the Corporation. He or she or the designee shall keep a register of the contact information of each director. Each director shall furnish to him or her or the designee such information and ensure maintenance of any changes in provided information. He or she or the designee shall, in general, perform all of the duties incident to the offices of Secretary and such other duties as from time to time may be assigned by the President or by the Board.
Section 8. Treasurer
The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Corporation. He or she shall ensure that appropriate filings are submitted to local, state and federal entities. He or she shall receive and give receipts for monies due and payable to the Corporation from any source. He or she shall deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with these bylaws.
In the event that the organization selects a fiscal agent, the Treasurer shall ensure duties described above are fulfilled and serves as the primary liaison for such.
Section 9. Compensation
No compensation shall be paid to Board members for their services as such.
ARTICLE VI – OTHER COMMITTEES
Section 1. Leadership Network
The Leadership Network (Network) serves as an advisory committee to the Board of Directors. It will address issues from or refer issues to the Board of Directors. This Network is limited to 25 representatives of short and long term recovery or planning organizations or funders who shall be recommended and approved by the Board. The Network will meet bi-monthly or as needed. There will be no term limits for Network members.
Section 2. Provider Network (General Membership)
The Provider Network is open to any and all organizations or businesses interested in disaster planning or recovery. There is no limit to the number of members or term limits for the Provider Network. The Provider Network will meet at least annually or as needed after a disaster.
Section 3. Other Committees
The Board may create other temporary or standing committees or subcommittees as deemed necessary by the Board within the authority of the Board or as these bylaws direct.
ARTICLE VII – GENERAL PROVISIONS
Section 1. Checks
All checks, drafts, or other orders for payment shall be signed by such officer or officers or other person(s) as the Board may from time to time designate.
Section 2. Gifts
The Board may accept, on behalf of the Corporation, any contribution, gift, bequest or devise for the expressed purposes of the Board as defined in the mission statement of these bylaws, as limited by the Corporation’s gift policy, as amended from time to time.
Section 3. Auditing
An annual audit of all finances of the Corporation’s fiscal agent or Treasurer, shall be conducted by a licensed qualified accountant or licensed audit firm named by the Board.
ARTICLE VIII – FISCAL YEAR
The fiscal year of the Corporation shall end on the last day of June of each year.
ARTICLE IX – WAIVER OF NOTICE
Unless otherwise provided for by law, whenever any notice is required to be given to any member or director of the Corporation under the provisions of these bylaws or the provisions of the Articles of Incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time when notice was required to be given, shall be equivalent to the giving of such notice.
ARTICLE X – AMENDMENTS
Section 1. Articles of Incorporation
The Articles of Incorporation of the Corporation may be amended, restated, or repealed (and the Corporation hereby dissolved) by a vote of two-thirds of the Board entitled to vote at any annual or special meeting of the Board when the proposed amendment, restatement, or repeal has been set forth in the notice of such meeting.
Section 2. Bylaws
Any amendments to these bylaws must be approved by a vote of two-thirds of the Board at any annual or special meeting. Proposed amendments must be distributed to the Board at least fourteen (14) days prior to the date of the meeting at which they are to be considered and presented for adoption.
ARTICLE XI – RULES OF ORDER
“Robert’s Rules of Order,” latest revised edition, shall be parliamentary authority for all meetings and matters not specifically covered by these bylaws.
ARTICLE XII: DISSOLUTION
Prior to the dissolution of RecoverPasco, it shall be the obligation of the Board to see that all just debts and claims are paid and all business affairs wrapped up. Any funds remaining after payment of all debts and claims shall be returned to sources received and funds that cannot be returned shall be distributed to one or more regularly organized and qualified local charitable organization(s) active in disasters to be selected by the Board.
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