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:
(i) a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or
(ii) 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.
(i) 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.
(ii) 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.
(iii) 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.
5. BOARD OF DIRECTORS
A. Number and Term of Office. The business affairs, activities, and property of the Corporation shall be managed, directed, governed, and controlled, and the powers of the Corporation shall be vested in and exercised by a Board of Directors composed of not less than three (3) nor more than seven (7) members. The Board of Directors may change the number of directors from time to time by amending these Bylaws. No decrease in the number of directors shall shorten the term of office of any incumbent director. Members of the Board of Directors shall serve for two (2) years and shall be eligible for reappointment for a total of no more than ten (10) consecutive terms.
B. Qualifications. All directors shall be natural persons of the age of eighteen (18) years or older. Directors do not need to be residents of the State of Florida. A director must demonstrate an interest in the purposes and activities of the Corporation and must be interested in donating his or her time, advice, skill, energy, and support in furtherance of the Corporation and its purposes and activities.
C. Powers and Duties. The Board of Directors shall have all the powers and duties necessary, appropriate, or convenient for the administration of the affairs of the Corporation and for the management and operation of the Corporation’s property and activities, and may do and perform all acts and things as are not prohibited by law, the Articles of Incorporation, or these Bylaws.
These duties and power of the Board shall include, but not be limited to:
(i) Establishing and reviewing board policies governing the Corporation and its operations;
(ii) Ensuring adequate resources for operation of the Corporation; helping to identify, cultivate, solicit and acknowledge donors.
(iii) Establishing and supervising adequate accounting and financial procedures;
(iv) Promoting the goals and purposes of the Corporation and evaluating the Corporation against such goals and purposes; and
(v) Employing on behalf of the Corporation an executive director and defining the duties and responsibilities of the Executive Director in a written job description.
Anything in these Bylaws to the contrary notwithstanding, the Board of Directors is not empowered to perform any activity on behalf of the Corporation not permitted to be carried on by an organization exempt from Federal income taxation under Section 501 (c)(3) of the United States Internal Revenue Code.
D. Nomination and Election. At the annual Board of Directors meeting, individuals presented by the nominating committee shall be deemed nominated to serve on the Board of Directors. In addition to those individuals presented by the Nominating Committee, individuals may be nominated to serve on the Board of. Directors in any number by any member of the existing Board of Directors at any time. Existing members of the Board may continue to serve on the Board of Directors if nominated and elected, subject to a six-year limitation. Directors shall be elected from the persons nominated upon the affirmative vote of a majority of the members of the entire Board. The term of office of any newly elected director shall commence immediately upon adjournment of the meeting of the Board of Directors at which he or she was elected.
E. Compensation. Directors shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Nothing herein shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.
F. Resignation; Vacancies; Removal; Absences; Increases
These duties and power of the Board shall include, but not be limited to:
(i) Resignation. Any director may resign at any time by giving written notice to the Chairman of the Board of Directors, who shall announce the resignation to the full Board of Directors at the next regular meeting of the Board of Directors. Such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
(ii) Vacancies. Any vacancy occurring on the Board of Directors by reason of resignation, removal, death, or otherwise shall be filled by the affirmative vote of a majority of the remaining members of the Board of Directors, even if less than a quorum. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. The term of office of a director elected to fill a vacancy shall commence upon election.
(iii) Removal of Elected Directors. When the notice indicates that the purpose of a meeting is to consider the removal of directors, at a meeting of the Board of Directors of the Corporation, any Director may be removed from office without assignment of cause by a vote of at least two-thirds of the entire Board of Directors.
(iv) Absences. If a Director misses three (3) consecutive meetings without excuse, such absences shall be deemed to constitute such individual’s tender of his or her resignation from the Board of Directors; provided, however, the Executive Committee shall have the authority to accept or reject such resignation.
(v) Increase in Directors. The Board of Directors may vote to increase the number of members on the Board of Directors as provided in Article V, Section I of these Bylaws. Any directorship to be filled by reason of an increase in the number of directors shall be filled by vote of the Board of Directors. Any such director elected shall hold office from the date of the election until the next annual directors meeting and until his successor has been duly elected and qualified.
6. MEETINGS OF THE BOARD
A. Place of Meetings. The annual, regular, or special meetings of the Board of Directors or any committee designated by the Board shall be held at the principal office of the Corporation or at any other place within the State of Florida that the Board of Directors or any such committee, as the case may be, may designate from time to time.
B. Annual Meetings. The annual meeting of the Board of Directors shall be held on the second Monday in August of each year unless the Directors by resolution designate a different time.
C. Regular Meetings. In addition to the annual meeting, regular meetings of the Board of Directors or any committee designated by the Board shall be held at least seven (7) times annually and at such more frequent intervals as the Board of Directors or any such committee, as the case may be, may designate.
D. Special Meetings. Special meetings of the Board of Directors or any committee designated by the Board may be called at any time by the Chairman of the Board of Directors, and shall be called by the Chairman upon receipt of the written request of one (1) of the directors. In addition, the chairperson of any committee designated by the Board or the President may call a special meeting of such committee and a special meeting shall be called by the chairperson of such committee upon receipt of the written request of one (1) of the members of such committees.
E. Notice of Meetings. Notice of meetings may be given either personally, personally by telephone, by sending a copy of the notice through the United States mail or by facsimile or other electronically transmitted messaging, to the address of each director appearing on the books of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage prepaid thereon. If notice is given by mail, the individual calling the meeting shall also attempt to contact the Board members by phone to inform them of the meeting. The business to be transacted at or the purpose of, any annual, regular, or special meeting of the Board of Directors or any committee shall be specified in the notice of such meeting.
(i) Notice of each annual meeting of the Board of Directors, setting forth the time and place of the meeting, shall be given to each director not less than ten (10) days prior to the time fixed for the meeting.
(ii) Notice of the regular meetings of the Board of Directors or any committee designated by the Board need not be given.
(iii) Notice of each special meeting of the Board of Directors or any such committee, setting forth the time and the place of the meeting, shall be given to each director not less than twenty-four (24) hours prior to the time fixed for the meeting.
F. Waiver of Notice. A director may, in writing, waive notice of any meeting of the Board of Directors or any committee, either before, at, or after the meeting; and such waiver shall be deemed the equivalent of giving notice. Attendance of a director at a meeting of the Board or any committee shall constitute a waiver of notice of that meeting unless he or she attends for the express purpose of objecting to the transaction of business because the meeting has not been lawfully called or convened.
G. Quorum and Voting. A quorum shall consist of a majority of the members of the Board of Directors. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn; provided, however, that in the event of a vacancy on the Board of Directors or any such committee by reason of resignation, removal, death or otherwise, pending the appointment of a replacement director, a majority of directors then serving on the Board of Directors or any such committee shall constitute a quorum.
(i) Each director shall have one (1) vote on each matter submitted to a vote of the Board or such committee.
(ii) Voting by proxy shall be permitted for issues deemed appropriate by the Board. The absent voting member shall cast a written vote and deliver it to the chairperson in advance of the meeting. If the absent member can ultimately attend, or if the issues at the meeting differ from that voted upon by the written proxy, the proxy becomes ineffective. Board members may also grant authority to individuals whom they feel will represent their interests. Such proxies are revocable until they are voted, unless there is a specific contractual agreement to the contrary.
H. Majority Action as Board Action. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles or Incorporation, these Bylaws, or provisions of law require a greater or lesser percentage or different voting rules for approval of a matter by the board.
I. Conduct of Meetings. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, or if no such person has been so designated or, in his or her absence, by the Vice Chairman of the Board or, in the absence of each of these persons, a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the Corporation shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
J. Informal Action by Directors, Any action required or permitted to be taken at a meeting of the directors or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors or members of such committee, as the case may be, entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of the directors or the members of such committee and may be stated as such in any articles or documents filed with the Florida Secretary of State under the Florida Nonprofit Corporations Act.
K. Remote Meetings. Members of the Board of Directors or any committee designated by the Board may participate in any annual, regular or special meeting of the Board or committee by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.
A. General. The officers of the Corporation shall consist of a President, or such Co-Presidents as may be approved by a majority vote of the entire Board, Secretary and a Treasurer or a Secretary / Treasurer. In addition, one or more Vice-Presidents and such other officers, assistant officers, agents and employees that the Board of Directors may from time to time deem necessary may be elected or appointed by the Board of Directors in any manner prescribed by the Board consistent with these Bylaws. Two or more offices may be held by the same person.
B. Election and Term of Office. The officers of the Corporation shall be elected for a term of one (1) year by the Board of Directors at the annual meeting of the Board of Directors. Officers shall hold office until their successors are chosen and have qualified unless they are sooner removed from office as provided in these Bylaws. Officers may serve for any number of successive terms.
C. Resignation and Removal. Any officer of the Corporation may resign at any time by giving written notice to the Board of Directors of the Corporation. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any officer or agent of the Corporation may be removed from office without assignment of cause by the vote of at least two-thirds of the entire Board of Directors whenever in its judgment the best interests of the Corporation may be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or ail agent shall not of itself create contract rights.
D. Vacancies. When a vacancy occurs in one of the offices of the Corporation by reason of death, resignation or otherwise, it shall be filled by the vote of a majority of the entire Board. The officer so selected shall hold office for the remaining term of office.
8. DUTIES OF OFFICERS
A. President. The President (or Co-Presidents together) shall be the chief officer(s) of the Corporation and shall have general supervision of the business activities of the Corporation. At each annual meeting of the Board of Directors, the President (or one of the Co-Presidents) shall give a report of the business and activities of the Corporation for the preceding fiscal year. He or she shall preside at all meetings of the Board of Directors. The President (or Co-Presidents) shall perform all the duties commonly incident to such office and such other duties as the Board shall designate.
B. Vice-President(s). Each Vice-President shall have such powers and perform such duties as the Board of Directors may from time to time prescribe or as the President or Co-Presidents may from time to time delegate to him or her. At the request of the President (or Co-Presidents), and in the case of his or her absence or inability to act, any Vice¬President may temporarily act in his or her place. In the case of the death of the President (or any of the Co-Presidents), or in the case of his or her absence or inability to act without having designated a Co-President, a Vice-President or Vice-Presidents to act temporarily in his or her place, the Board of Directors, by the vote of a majority of the entire Board, may designate a Vice-President or Vice-Presidents, to perform the duties of the President or any of the Co-Presidents. If no such designation shall be made, all the Vice-Presidents may exercise such powers and perform such duties.
C. Secretary. The Secretary shall keep or cause to be kept in books provided for that purpose the minutes of the meetings of the Board of Directors and any committees; shall see that all notices are duly given in accordance with the provisions of these Bylaws and as required by law; shall be custodian of the records and of the seal of the Corporation if the Corporation should have a seal; and, in general, shall perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him or her by the Board of Directors or by the President or the Co-Presidents. In the absence of the Secretary or in the case of his or her inability to act, the Assistant Secretaries, if any shall act with the same powers and shall be subject to the same restrictions as are applicable to the Secretary.
D. Treasurer. The Treasurer shall have custody of corporate funds and securities. He or she shall keep full and accurate accounts of receipts and disbursements and shall deposit all corporate monies and other valuable effects in the name and to the credit of the Corporation in the depository or depositories of the Corporation, and shall render an account of his or her transactions as Treasurer and of the financial condition of the Corporation to the President, the Co-Presidents, Executive Director and/or the Board of Directors upon request. Such power given to the Treasurer to deposit and disburse funds shall not, however, preclude any other officer or employee of the Corporation from also depositing and disbursing funds when authorized to do so by the Board of Directors. The Treasurer shall, if required by the Board of Directors, give the Corporation a bond in such amount and with such surety or sureties as may be ordered by the Board of Directors for the faithful performance of the duties of his office. The premiums on such bond may be paid by the Corporation. The Treasurer shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the President or Co-Presidents. In the absence of the Treasurer or in the case of his or her inability to act, the Assistant Treasurers, if any, shall act with the same authority and shall be subject to the same restrictions as are applicable to the Treasurer.
E. Delegation of Duties. Whenever an officer is absent, or whenever, for any reason, the Board of Directors may deem it desirable, the Board may delegate the powers and duties of an officer to any other officer or officers or to any director or directors.
9. NOMINATIONS AND ELECTIONS
A. Slating Officers. Sixty (60) days prior to the Annual meeting, the Executive Committee shall meet, or communicate by mail or telephone, for the purpose of preparing a slate of candidates for the director positions.
B. Consent. Consent of any candidate must be secured before the name may be placed in nomination.
C. Write-In Votes. There shall be a place on the ballot for write-in votes for those not included on the slate.
D. Timing. Elections will take place at the annual meeting, and each director shall be entitled to one (1) vote.
10. EXECUTIVE DIRECTOR
A. The Board of Directors may employ an Executive Director who shall:
(i) Implement the policies and procedures of the Corporation as prescribed by the Board of Directors in a written job description.
(ii) Be responsible for the operation of the Corporate office.
(iii) Employ, supervise and terminate such other staff as is deemed necessary by the Board of Directors to carry on the business of the Corporation.
(iv) Assign a staff person to committees as requested by the President or Co-Presidents.
(v) Provide Board of Directors with reports regarding current status of program and financial situations as requested, but not less frequently than quarterly.
A. General. The Board of Directors, by a majority vote of the entire Board, may designate and appoint one (1) or more committees of the Board of Directors, each of which shall consist of two (2) or more directors. Such committees, to the extent provided in the motion approved by the Board, the Articles of Incorporation, or these Bylaws, shall have all the authority of the Board of Directors, except that no such committee or any officer of the Corporation may amend the Articles of Incorporation; restate the Articles of Incorporation; adopt a plan of merger or adopt a plan of consolidation with another corporation, authorize sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Corporation; or amend, alter, or repeal any resolution of the Board of Directors. All decisions and actions of a committee shall be subject to review by the Board of Directors. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual director of any responsibility imposed upon him or her by law. If any such delegation of authority of the Board of Directors is made as provided herein, all references to the Board of Directors contained in these Bylaws, the Articles of Incorporation, the Florida Nonprofit Corporation Act, or any other applicable law or regulation relating to the authority so delegated, shall be deemed to refer to such committee.
B. Standing Committees. The standing committees of the Board shall be appointed by the President within a reasonable time after the annual meeting of the Board and shall consist of the following:
(i) Executive Committees. The Executive Committee shall consist of the President, Co-Presidents, the immediate past President or Co-Presidents of the Board of Directors, Vice¬President, Treasurer, and Secretary. By majority vote of the entire Board, the Board may appoint additional directors to the Executive Committee. The Executive Committee shall be chaired by the President or a Co-President. The Executive Committee shall meet to consider matters of a nature which cannot wait for action until the next meeting of the Board, and shall have power to act in regard to such matters. The Executive Committee may meet at any time to discuss the prospective agenda for the Annual meeting or regular or special meetings of the Board or to discuss and subsequently make recommendations on any matter to the entire Board, Notice of formal action taken by the Executive Committee shall be provided to all Board members at the next meeting of the Board.
(ii) Other Committees. The Corporation shall have such other committees as may from time to time be designated by a majority vote of the entire Board of Directors. These committees may consist of persons who are not also members of the Board and shall act in an advisory capacity to the Board.
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 12.A. and Subsection 12.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.
13. INSURANCE. 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.
14. RECORDS AND REPORTS
A. Maintenance of Corporate Records. The Corporation shall keep:
(i) Adequate and correct books and records of account; and
(ii) 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.
15. 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.
16. AMENDMENTS. Bylaws may be adopted, amended, or repealed by the approval of the Board.
17. FISCAL YEAR. The fiscal year of the Corporation shall end on the last day of the month of December.
18. ADDITIONAL PROVISIONS. In these Bylaws, the word “trustee” may be substituted for the word “director”.