BYLAWS OF VP-16 REUNION ASSOCIATION, INC.
A FLORIDA NOT-FOR-PROFIT CORPORATION
Article I. NAME AND PURPOSE
The name of this corporation shall be VP-16 Reunion Association (“the Corporation”). The Corporation is organized as a Florida not-for-profit corporation to hold annual reunions to foster, promote, provide a social and recreational environment and further comradeship for United States Navy Patrol Squadron (VP-16) veterans, spouses, widows, widowers, ancestors or lineal descendants, and shall operate in furtherance of its purpose to qualify for federal tax-exempt status under Section 501(c) (19) of the Internal Revenue Code.
Article II. OFFICES
The Corporation will have such offices, within or without the State of Florida, as the Board of Directors determines from time to time.
Article III. MEMBERS
The members of the Corporation shall have served or currently serving, in United States Navy Patrol Squadron 16 (VP-16), their spouses, widows, widowers, ancestors, or lineal descendants as prescribed by Section 501(C)(19) of the Internal Revenue Code and applicable Treasury Regulations as they now exist or may hereafter be amended. Members shall have the right to vote for members of the Board of Directors as set forth in the Corporation’s Articles of Incorporation.
Article IV. BOARD OF DIRECTORS
Section 1. Powers. All corporate powers will be exercised by or under the authority of the Board of Directors. The business and affairs of the Corporation will be managed under the direction of the Board of Directors.
Section 2. Qualification. Members of the Board of Directors shall meet the Article III membership requirements and be a member of the Corporation.
Section 3. Number and Term of Office. The Board of Directors shall consist of such number of directors not less than three or more than five, as may be determined from time to time by adoption of a resolution by the Board of Directors. Each director shall hold office until a successor shall have been elected and qualified, except in the case of death, resignation or removal.
Section 4. Election. Directors shall be elected at the Corporation’s annual meeting by plurality vote of the Members present at the annual meeting.
Section 5. Removal. Any Director may be removed at any time by majority action of the Board of Directors.
Section 6. Resignation; Vacancies. Resignation of a Director will become effective immediately or on the date specified and a vacancy will be deemed to exist as of such effective date. Any vacancy occurring in the Board of Directors, whether by resignation, removal, incapacity, death or otherwise, shall be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum, and the newly elected Director shall then serve the remainder of that unexpired term of office.
Section 7. Meetings. An annual meeting of the Board of Directors will be held. Special meetings may be held at such times as called by the President. Meetings of the Board of Directors will be held at such place or places within or without the State of Florida as the President determines from time to time. Meetings may be held by conference or video call.
Section 8. Notice and Waiver of Notice. Written notice of the time and place of a meeting of the Board of Directors shall be given to each director at least two days in advance, in person or by electronic transmission. Attendance of a director at a meeting constitutes waiver of notice and waiver of any objections as to how the meeting was scheduled or notified, unless the director states such objections promptly upon arrival at the meeting.
Section 9. Action without a Meeting. Any action required or permitted to be taken at a Board of Directors’ meeting or a meeting of a committee of the Board of Directors may be taken without a meeting if each of the members of the Board or of the committee consents in writing, setting forth the action to be taken, and the consent is filed in the minutes of the proceedings of the Board or of the committee. Such written consents will have the same effect as a unanimous meeting vote.
Section 10. Quorum. A majority of the number of directors prescribed by these bylaws constitutes a quorum for the transaction of business. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is an act of the Board of Directors.
ARTICLE V. EXECUTIVE AND OTHER COMMITTEES
Section 1. Creation of Committees. The Board of Directors may by resolution designate an Executive Committee or other committees from among its members, each of which, to the extent provided in the resolution, has and may exercise all the authority of the Board of Directors, except as limited by the laws of the State of Florida. All requirements applying to the Board of Directors regarding meetings, notice, waiver of notice, quorum and voting apply to committees and their members as well.
Section 2. Director’s Duty Remains. Neither the creation of any committee, the delegation of authority to any committee, nor action by any committee will alone constitute compliance by any director not a member of the committee with such director’s obligation to act in good faith, in a manner reasonably believed to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.
Article VI. OFFICERS
Section 1. Officers. The officers of the Corporation will consist of a President, a Secretary and a Treasurer, and may include one or more Vice Presidents, assistant Secretaries, or assistant Treasurers. The officers shall be elected by the Board of Directors annually and shall hold office until their successors have been appointed. One person may simultaneously hold any two or more offices. Members of the Board of Directors may serve as officers of the Corporation. Officers may be removed on the affirmative vote of a majority of the Board of Directors.
Section 2. Duties.
a) The President will be chief executive officer of the Corporation, will have general and active management of the business and affairs of the Corporation, subject to the directions of the Board of Directors, and, in the absence of a Chair of the Board of Directors, will preside at all meetings of the Board of Directors.
b) Each Vice President, if one or more is elected, will have such powers and perform such duties as may, from time to time, be prescribed by the Board of Directors or by the President. In the event of the absence or disability of the President, the Vice President(s) will succeed to the President’s power and duties in the order designated by the Board of Directors.
c) The Secretary will attend all meetings of the Board of Directors, record all proceedings in the minute book of the Corporation, and authenticate records of the Corporation. The Secretary will perform such other duties as may be prescribed by the Board of Directors or by the President.
d) The Treasurer will be responsible for all funds of the Corporation, keep full and accurate accounts, provide a financial report annually to members, and perform such other duties as may be prescribed by the Board of Directors or by the President.
Article VII. INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER AUTHORIZED REPRESENTATIVES
The Corporation shall indemnify any person made or threatened to be made a party to any action or proceeding as the result of serving as a director, officer or agent of the Corporation, in the manner and to maximum extent permitted by Florida law.
Article VIII. ANNUAL MEETING AND MEMBERSHIP VOTING RIGHTS
The annual meeting of the membership of the Corporation, for the election of directors and for the transaction of such other business as may properly come before the meeting, shall be held at the Annual Reunion or at a time and place to be announced by the Board of Directors. Notice at least one week in advance shall be given on the Corporation’s website and by either first-class mail, or electronic communications with, members. Members are responsible for providing the Corporation with their current contact information. The meeting will be chaired by the President or the Chairman of the Board of Directors. Each member present shall have one vote and the result shall be determined by the majority vote of those present at the annual meeting.
Article IX. BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and all committees having and exercising any of the authority of the Board of Director. These materials may be inspected by any Board member for any proper purpose, upon reasonable notice.
Article X. EXEMPT ACTIVITIES
Notwithstanding any other provision of these bylaws, no officer, director or representative of the 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) (19) of the Internal Revenue Code, as amended, and the regulations promulgated thereunder, as they may exist or hereafter be amended.
Article XI. AMENDMENTS
The Board of Directors shall have the power to adopt, amend or repeal the bylaws of the Corporation by a majority vote of the entire Board of Directors at any meeting.
These bylaws were officially adopted by the Board of Directors on this __ day of August, 2013.
William J Sherman, President