The name of the corporation is BeachLabs.org, Inc. (the “Corporation”).
2. DATE ESTABLISHED
June 29, 2018.
3. PRINCIPAL OFFICES OF THE CORPORATION
A. Principal Office
The principal office for the transaction of the business, affairs, and activities of the Corporation is located at 3450 S Ocean Blvd, Ste 122, Palm Beach, FL 334880, in Palm Beach County, Florida. The board of directors (the “Board”) may change the principal office from one location to another. Any change of location of the principal office shall be by corporate resolution, or noted by the secretary on these Bylaws opposite this Section, or this Section may be amended to state the new location.
B. Other Offices
The Board may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to conduct its activities.
4. PURPOSES AND LIMITATIONS
A. General Purposes
The Corporation is a nonprofit educational corporation and is not organized for the private gain of any person. It is organized for educational purposes.
The Corporation is organized exclusively for educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Notwithstanding any other provision of these Bylaws, the Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of the Corporation, and the Corporation shall not carry on any other activities not permitted to be carried on by:
(1) a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or
(2) a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
B. Specific Purposes
Within the context of the general purposes stated above, the specific purpose of the Corporation shall be to bring awareness to the local community to work together to establish long-term goals for the sake of protecting our beaches and the environment.
(1) No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, except as provided in Section 501(h) of the Internal Revenue Code, and the Corporation shall not participate in or intervene in (including publishing or distributing statements) any political campaign on behalf of any candidate for public office, except as provided in Section 501(h) of the Internal Revenue Code.
(2) The property of the Corporation is irrevocably dedicated to educational purposes, as set forth in Subsection 4.A. above. No part of the net earnings of the Corporation shall inure to the benefit of its directors, officers, private shareholders or members, or to any individual.
(3) On the winding up and dissolution of the Corporation, after paying or adequately providing for the debts and obligations of the Corporation, the remaining assets of the Corporation shall be distributed to an organization (or organizations) organized and operated exclusively for educational purposes and that is tax exempt under Section 501(c)(3) of the Internal Revenue Code.
A. Powers of Directors
(1) General Corporate Powers
Subject to the provisions and limitations of the laws of the State of Florida, and any other applicable laws, the temporal activities, business, and affairs of the Corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board.
(2) Specific Powers
Without prejudice to the general powers set forth in Subsection 5.A.(1) of these Bylaws, but subject to the same limitations, the Board shall have the following powers in addition to other powers enumerated in these Bylaws:
a. To select and remove at the pleasure of the Board all officers, agents, and employees; to prescribe powers and duties for them as may be consistent with law, the articles of incorporation, and these Bylaws; to fix their compensation; and to require from them security for faithful service;
b. To change the principal office or the principal business office in the State of Florida from one location to another; to cause the Corporation to be qualified to conduct its activities in any other state, territory, dependency, or country and conduct its activities within or outside the State of Florida; and to designate any place within or outside the State of Florida for holding any meeting of members;
c. To conduct, manage, and control the temporal affairs and activities of the Corporation and make such rules and regulations for this purpose, consistent with law, the articles of incorporation, and these Bylaws, as they may deem best;
d. To adopt and use a corporate seal and alter the form of the seal.
e. To borrow money and incur indebtedness on behalf of the Corporation, and cause to be executed and delivered for the Corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidences of debt and securities; and
f. To exercise all other powers conferred by the laws of the State of Florida, or other applicable laws, consistent with the articles of incorporation.
B. Number of Directors – The authorized number of directors shall be three (3).
C. Election of Directors – All directors shall be elected to hold office for one
(1) year. Each such director, including a director elected to fill a vacancy, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified.
D. Vacancies on Board
(1) Events Causing Vacancy
A vacancy or vacancies on the Board shall exist on the occurrence of the following:
a. the death or resignation of any director;
b. the declaration by Board resolution of a vacancy of the office of a director who has been declared of unsound mind by an order of court or convicted of a felony; or
c. the increase of the authorized number of directors.
Except as provided below, any director may resign by giving written notice to the chairman of the Board, if any, or to the president, or to a quorum of the directors of the Board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director’s resignation is effective at a later time, the Board may elect a successor to take office as of the date when the resignation becomes effective. Except on notice to the Attorney General of the State of Florida, no director may resign if the Corporation would then be left without a duly elected director.
(3) Filling Vacancies
Vacancies on the Board may be filled by a majority of the directors then in office, whether or not less than a quorum, or by a sole remaining director.
(4) No Vacancy on Reduction of Number of Directors
No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.
E. Directors’ Meetings
(1) Place of Meetings
Regular or special meetings of the Board may be held at any place within or outside the State of Florida that the Board may designate by resolution or in the notice of the meeting or, if not so designated, meetings shall be held at the Corporation’s principal office. Notwithstanding the above provisions of this Section, a regular or special meeting of the Board may be held at any place consented to in writing by all Board members, either before or after the meeting. If such consents are given, they shall be filed with the minutes of the meeting.
(2) Meetings by Telephone
Any meeting, regular or special, may be held by conference telephone or similar communication equipment, as long as all directors participating in the meeting can hear one another. All such directors shall be deemed to be present in person at such a meeting.
(3) Regular Meetings
Regular meetings of the Board may be held without call or notice at such time and place as the Board shall fix from time to time.
(4) Special Meetings
a. Authority to Call
Special meetings of the Board for any purpose may be called at any time by the chairman of the Board, if any, the president or any vice president, or the secretary or any two directors.
(i) Manner of Giving Notice
Notice of the time and place of special meetings shall be given to each director by one of the following methods: (a) by personal delivery of written notice; (b) by first-class mail, postage prepaid; (c) by telephone, either directly to the director or to a person at the director’s office who would reasonably be expected to communicate that notice promptly to the director; or (d) by telegram, charges prepaid. All such notices shall be given or sent to the director’s address or telephone number as shown on the records of the Corporation.
(ii) Time Requirements
Notices of special meetings of the Board of directors sent by first-class mail shall be deposited in the United States mail at least four days before the time set for the meeting. Notices given by personal delivery, telephone, or telegraph shall be delivered, telephoned, or given to the telegraph company at least 48 hours before the time set for the meeting.
(iii) Notice Contents
The notice of a special meeting of the Board of directors shall state the time of the meeting, and the place if the place is other than the principal office of the Corporation. It need not specify the purpose of the meeting.
A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be the act of the Board. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.
(v) Waiver of Notice
Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any director who attends the meeting and does not protest, before or at the commencement of the meeting, the lack of notice to him or her.
A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.
(vii) Notice of Adjourned Meeting
Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours. If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the directors who were not present at the time of the adjournment.
F. Action Without a Meeting
Any action that the Board is required or permitted to take may be taken without a meeting, if all members of the Board, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as the unanimous vote of the Board of directors. All such consents shall be filed with the minutes of the proceedings of the Board.
G. Compensation and Reimbursement
Directors shall receive no compensation for their services as directors, but may receive reimbursement for expenses in attending meetings.
(1) Committees of the Board
The Board, by resolution adopted by a majority of the directors then in office, provided a quorum is present, may create one or more committees, each consisting of two or more directors and no persons who are not directors, to serve at the pleasure of the Board. Appointments to committees of the Board shall be by majority vote of the authorized number of directors. The Board may appoint one or more directors as alternate members of any such committee, who may replace any absent member at any meeting. Any such committee, to the extent provided in the Board resolution, shall have all the authority of the Board, except that no committee, regardless of Board resolution, may:
a. Fill vacancies on the Board or on any committee that has the authority of the Board;
b. Fix compensation of the directors for serving on the Board or on any committee;
c. Amend or repeal Bylaws or adopt new Bylaws;
d. Amend or repeal any Board resolution that by its express terms is not so amendable or repealable; or
e. Create any other committees of the Board or appoint members of committees of the Board.
(2) Meetings and Action of Committees
Meetings and actions of committees of the Board shall be governed by, held, and taken in accordance with the provisions of these Bylaws concerning meetings and other Board actions, except that the time for regular meetings of such committees and the calling of special meetings of such committees may be determined either by Board resolution or, if there is none, by resolution of the committee of the Board. Minutes of each meeting of any committee of the Board shall be kept and shall be filed with the corporate records. The Board may adopt rules for the government of any committee that are consistent with these Bylaws or, in the absence of rules adopted by the Board, the committee may adopt such rules.
A. Officers of the Corporation
The officers of the Corporation shall be a president, a secretary, and a treasurer (chief financial officer). If required by law, the Corporation shall also have a vice president. If not required by law, the Corporation may have, at the Board’s discretion, one or more vice presidents. the Corporation may have at the Board’s discretion, a chairman of the Board, one or more assistant secretaries, one or more assistant treasurers (assistant financial officers), and such other officers as may be appointed in accordance with Subsection 6.C. of these Bylaws. Any number of offices may be held by the same person, except that neither the secretary nor the treasurer (chief financial officer) may serve concurrently as either the president or the chairman of the Board.
B. Election of Officers
All officers shall be elected to hold office for one (1) year. The officers of the Corporation, except those appointed under Subsection 6.C. of these Bylaws, shall be chosen by the Board and each shall serve at the pleasure of the Board, subject to the rights, if any, of any officer under any contract of employment. Each such officer, including an officer elected to fill a vacancy, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified.
C. Other Officers
The Board may appoint and may authorize the chairman of the Board, the president, or other officer to appoint any other officers that the business of the Corporation may require, each of whom shall have the title, hold office for the period, have the authority, and perform the duties specified in the Bylaws or determined by the Board.
D. Removal of Officers
Without prejudice to any rights of an officer under any contract of employment, any officer may be removed, with or without cause, by the Board and also, if the officer was not chosen by the Board, by an officer on whom the Board has conferred that power of removal.
E. Resignation of Officers
Any officer may resign at any time by giving written notice to the Corporation. The resignation shall take effect as of the date the notice is received or at any later time specified in the notice and, unless otherwise specified in the notice, the resignation need not be accepted to be effective. Any resignation shall be without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.
F. Vacancies in Offices
A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office, provided that such vacancies shall be filled as they occur.
G. Responsibilities of Officers
(1) Chairman of the Board
If the chairman of the Board is elected, he or she shall preside at Board meetings and shall exercise and perform such other powers and duties as may be assigned by the Board or prescribed by the Bylaws. If there is no president, the chairman of the Board shall also be the chief executive officer and shall have the powers and duties prescribed by these Bylaws for the president of the Corporation.
Subject to such supervisory powers as the Board may give to the chairman of the Board, if any, the president shall, subject to the control of the Board, be the general manager of the Corporation and shall supervise, direct, and control the Corporation’s activities, affairs, and officers. In the absence of the chairman of the Board, or if there is none, the president shall preside at all Board meetings. The president shall have such other powers and duties as the Board or the Bylaws may prescribe.
(3) Vice Presidents
In the absence or disability of the president, the vice president’s, if any, in order of their rank as fixed by the Board or, if not ranked, a vice president designated by the Board, shall perform all duties of the president. When so acting, a vice president shall have all powers of and be subject to all restrictions on the president. The vice presidents shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.
a. Book of Minutes
The secretary shall keep or cause to be kept, at the Corporation’s principal office or such other place as the Board may direct, a book of minutes of all meetings, proceedings, and actions of the Board, and of committees of the Board. The minutes of meetings shall include the time and place that the meeting was held, whether the meeting was general or special and, if special, how authorized, the notice given, and the names of those present at Board and committee meetings. The secretary shall keep or cause to be kept, at the principal office in the State of Florida, a copy of the articles of incorporation and Bylaws, as amended to date.
b. Notices, Seal, and Other Duties
The secretary shall give, or cause to be given, notice of all meetings of the members, of the Board, and of committees of the Board required by the Bylaws to be given. The secretary shall keep the corporate seal, if any, in safe custody, and shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.
(5) Treasurer (Chief Financial Officer)
a. Books of Account
The treasurer (chief financial officer) shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the Corporation’s properties and transactions. The treasurer (chief financial officer) shall send or cause to be sent to directors such financial statements and reports as are required to be given by law, by these Bylaws, or by the Board. The books of account shall be open to inspection by any director at all reasonable times.
b. Deposit and Disbursement of Money and Valuables
The treasurer (chief financial officer) shall deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Corporation with such depositories as the Board may designate, shall disburse the Corporation’s funds as the Board may order, shall render to the president, chairman of the Board, if any, and directors, when requested, an account of all transactions as treasurer (chief financial officer) and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as the Board or the Bylaws may prescribe.
If required by the Board, the treasurer (chief financial officer) shall give the Corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the Corporation of all its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the treasurer (chief financial officer) on his or her death, resignation, retirement, or removal from office.
A. Right of Indemnity
To the fullest extent permitted by law, the Corporation shall indemnify its directors, officers, employees, and other persons, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any legal or administrative proceeding, and including an action by or in the right of the Corporation.
B. Approval of Indemnity
On written request to the Board by any person seeking indemnification, the Board shall promptly determine whether the person should be entitled to indemnification, and, if the person is, the Board shall authorize indemnification.
C. Advancement of Expenses
To the fullest extent permitted by law and except as is otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under Subsection 7.A. and Subsection 7.B. above of these Bylaws in defending any proceeding shall be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Corporation for those expenses.
The Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, against any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising out of the officer’s, director’s, employee’s, or agent’s status as such.
9. RECORDS AND REPORTS
A. Maintenance of Corporate Records
The Corporation shall keep:
(1) Adequate and correct books and records of account; and
(2) Written minutes of the proceedings of its Board and committees of the Board.
B. Maintenance and Inspection of Articles and Bylaws
The Corporation shall keep at its principal office, or if its principal office is not in the State of Florida, at its principal business office in this State, the original or a copy of the articles of incorporation and Bylaws, as amended to date, which shall be open to inspection by the directors at all reasonable times during office hours. If the principal office of the Corporation is outside the State of Florida and the Corporation has no principal business office in this State, the secretary shall, on the written request of any director, furnish to that director a copy of the articles of incorporation and Bylaws, as amended to date.
C. Inspection by Directors
Every director shall have the absolute right at any reasonable time to inspect the Corporation’s books, records, and documents of every kind and to inspect the physical properties of the Corporation and each of its subsidiaries for a purpose reasonably related to the director’s interests as a director. The inspection may be made in person or by the director’s agent or attorney. The right of inspection includes the right to copy and make extracts of documents.
10. CONSTRUCTION AND DEFINITIONS
Unless the context requires otherwise, the general provisions, rules of construction, and laws of the State of Florida shall govern the construction of these Bylaws. Without limiting the generality of the preceding sentence, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a legal entity and a natural person.
Bylaws may be adopted, amended, or repealed by the approval of the Board.
12. FISCAL YEAR
The fiscal year of the Corporation shall end on the last day of the month of December.
13. ADDITIONAL PROVISIONS
In these Bylaws, the word “trustee” may be substituted for the word “director”.