Our Bylaws

Table of Contents

AMENDED BYLAWS INDEX – May 17, 2024

LEADERSHIP MARTIN COUNTY ALUMNI FOUNDATION FOR YOUTH, INC.

Article I – Name and Offices

Section 1 – Name and Status

Section 2 – Principal Office

Section 3 – Registered Office

Article II – Organization and Purpose

Section 1 – Statement of Purpose - (a) through (e)

Article III – Directors

Section 1 – Board of Directors - (a) through (i)

Section 2 – Absence

Section 3 – Public Office

Section 4 – Vacancies

Section 5 – Annual and Regular Meetings of the Board

Section 6 – Special Meetings of the Board

Section 7 – Quorum and Voting

Section 8 – Board Action Without a Meeting

Section 9 – Compensation

Section 10 – Committees - (a) through (i)

Section 11 – Removal of Directors

Article IV – Officers

Section 1 – Designation of Officers: Removal

Section 2 – President

Section 3 – Vice President

Section 4 – Recording Secretary

Section 5 – Corresponding Secretary

Section 6 – Treasurer

Section 7 – Other Officers

Section 8 – Vacancies

Article V – Book and Records: Corporate Affairs

Section 1 – Books and Records

Section 2 – Contracts and Instruments Generally

Section 3 – Financial Reports

Article VI – Indemnification

Section 1 – Indemnification

Article VII – Review Amendments to the Bylaws

Section 1 – Bylaws

Section 2 – Amendments

Article VIII – Fiscal Year End

Section 1 – Fiscal Year

Section 2 – Audit

Article IX – Membership

Section 1 – LEADERship Martin County Alumni

Section 2 – Other Program Graduates - (a) through (b)

Section 3 – Non-Alumni of LMCAFY

Section 4 – Removal

Section 5 – Dues

Article X (formerly XI) – Meetings of the General Membership

Section 1 – Meetings

Section 2 – Notice

Section 3 – Voting and Quorum

Article XI (formerly XII) – Elections

Section 1 – Election

Section 2 – Proxy

Article XII (formerly XIV) – Miscellaneous

Section 1 – Roberts Rules of Order

Section 2 – Policy/Position Adoption

Section 3 – Conflict of Interest Policy

May 17, 2024 Approved Amendments

ARTICLE I: Name and Offices

AMENDED BYLAWS – MARCH 15, 2024

LEADERSHIP MARTIN COUNTY ALUMNI FOUNDATION FOR YOUTH, INC.

ARTICLE I

Name and Offices

Section 1 – Name and Status. The name of the Corporation shall be LEADERship Martin County Alumni Foundation for Youth, Inc. (LMCAFY). LMCAFY is also registered under the fictitious name of LEADERship Martin County Alumni Inc pursuant to Section 865.09, Florida Statutes. The Corporation is a Florida not-for-profit corporation (the “Corporation”) and is recognized as tax exempt under Section 501(c)3 of the United States Internal Revenue Code.

Section 2 – Principal Office. The principal office of the Corporation is in the State of Florida and shall be located in Martin County, Florida. The Corporation may have offices at other places within or without the State of Florida as the Board of Directors may from time to time determine or as the business of the Corporation may require.

Section 3 – Registered Office. The address of the Corporation’s registered office, required by Florida law to be maintained in the State of Florida, may be changed from time to time by the Board of Directors. The registered office may be, but need not be, identical to the Corporation’s principal office in the State of Florida.

ARTICLE II: Organization and Purpose

Article II

Organization and Purpose

Section I. Statement of Purpose. The Corporation is organized and shall operate exclusively as a charitable and educational not-for-profit corporation for the following purposes:

To support LEADERship Martin County Youth program and the youth of Martin County;
To provide educational scholarships to graduates of LEADERship Martin County Youth Program; in accordance with the Scholarship Policy;
To solicit and accept by subscription, gift, grant, donation, bequest, and devise or otherwise, money and property of any kind from any member of the general public and from any firm, association, foundation, or corporation, including municipal, county, state or national governmental or other unit to be used for the purposes specified above; and,
To support the LMCAFY and to provide education and networking opportunities to the members, to enhance community awareness of members and to provide opportunities to evaluate and act on issues affecting Martin County, Florida
To have all of the powers conferred upon not-for-profit corporations formed under the laws of the State of Florida.

ARTICLE III: Directors

Article III

Directors

Section 1 – Board of Directors. The business of the Corporation shall be managed by the “Board of Directors,” who may take such lawful action and exercise all corporate powers in order to manage the activities and business of the Corporation.

Section 2 – Absence. Each Director is expected to communicate with the President or Recording Secretary in advance of all Board meetings as to whether or not he or she is able to attend or participate by conference telephone or other agreed-upon means of communication. Each Director is expected to attend a minimum of six (6) Board meetings per year (based on a minimum of (8) Board meetings per year). If any Director fails to meet the minimum number of Board meetings, the Board of Directors has the discretion to remove the Director due to lack of participation.

Section 3 – Public Office. Any Director that is running for public office shall either resign from the Board of Directors or submit for a leave of absence from the Board of Directors until the end of the election period. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective.

Section 4 – Vacancies. Vacancies in the Board of Directors, whether occurring by reason of an increase in the size of the Board of Directors, or the death, resignation, disqualification, or removal of a Director, or the expiration of a Director's term (following the appointment of his or her successor), shall be filled by the affirmative vote of the majority of the full board of remaining Directors, even if the remaining Directors do not constitute a quorum. A Director appointed to fill a vacancy shall hold office until his or her successor is appointed following the expiration of the term of the position he or she has filled, or his or her earlier resignation, removal, or death.

Section 5 – Annual and Regular Meetings of the Board. The Board of Directors shall have one (I) annual meeting per year be held in May or June of each year. The Board of Directors shall have at least eight (8) regular meetings per year, which shall be held at such place and time as provided by the Board of Directors. At the start of the year, the President shall provide the Board of Directors with a notice of the date and time for each regular meeting for the year. Members of the Board of Directors may participate in any regular or special meetings by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at such meeting.

Section 6 – Special Meetings of the Board. Special meetings of the Board of Directors may be called at any time and place by the President or by any two (2) members of the Board of Directors. Notice of each special meeting shall be given by the Recording Secretary to each Director not less than forty-eight (48) hours before the meeting. Notice of a special meeting may be given by telephone. Notice of a special meeting of the Board of Directors, however, need not be given to any Director who signs a waiver of notice either before or after the meeting. Attendance of a Director at a special meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a Director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any special meeting of the board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 7 – Quorum and Voting. Unless provided otherwise by the Articles of Incorporation, a majority of the number of Directors fixed in the manner provided in these Bylaws shall constitute a quorum for the transaction of business. In addition to those Directors who are physically present at a meeting, Directors shall for purposes of these Bylaws be deemed present at such meeting if a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and speak to each other at the same time is used. A resolution passed on the telephone or virtual meeting by all the Directors for the time being entitled to receive notice of a meeting of the Directors shall be as valid and effectual as a resolution passed at a physical meeting. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless provided to the contrary in the Articles of Incorporation. A Director who is present at a meeting on which action on any corporate matter is taken shall be deemed in favor of the action taken unless he or she votes against the action or abstains from voting with respect thereto because of an asserted conflict of interest. A written ballot may be delivered, and a vote may be cast on the ballot by electronic transmission by every Director entitled to vote for any action which may be taken at any regular, annual, or special meeting. Any action by the Board of Directors requiring the casting of a vote may be accomplished through an electronic transmission of a written ballot. A majority of the Directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of any such adjourned meeting shall be given to the Directors who were not present at the time of adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other Directors.

Section 8 – Board Action Without a Meeting. Any action of the Board of Directors or a committee thereof that is required or permitted to be taken at a meeting may be taken without a meeting if written consent to the action, signed by a majority of all the members of the Board or committee, is filed in the minutes of the proceedings of the board. Such consent shall have the same effect as a unanimous vote.

Section 9 – Compensation. Directors, as such, shall not receive any compensation for their services, but shall be entitled to receive compensation for services rendered to the Corporation in any capacity other than as Directors, as may be provided from time to time by the Board of Directors.

Section 10. Committees. The President shall appoint, subject to confirmation by the Board of Directors, committees as deemed necessary. All committees shall be of such size and shall have duties, functions and powers as assigned by the President or Board of Directors. Committee membership shall be voluntary and be appointed by Committee Chairs. Each Committee Chair shall be a voting or ex-officio member of the Board. Committee Chairs must keep records of all meetings. The Board may fill vacancies, discharge any or all members of committee(s) or may dissolve or deactivate such committee(s).

Section 11 – Removal of Directors. At a special meeting of Directors called expressly for that purpose, any Director may be removed with or without cause by a vote of a majority of the full Board of Directors whenever, in the Board of Director’s judgment, the best interests of the Corporation will be served thereby. If such Directors is a member of any committee of the Board of Directors, he or she shall cease to be a member of that committee when he or she ceases to be a Director.

ARTICLE IV: Officers

ARTICLE IV

Officers

Section 1. Designation of Officers: Removal. This Corporation shall have a President, Vice President, Recording Secretary, Corresponding Secretary and Treasurer. Corporate officers shall be elected by the Board of Directors at the annual meeting of the Board of Directors and shall hold office for the term of one (1) year and until their successors are elected and qualified, unless sooner removed by the Board of Directors. The Board of Directors shall have the right at any time to remove any one or more of the officers with or without cause. All vacancies in any office of the Corporation shall be filled by the Board of Directors. The failure to elect a President, Secretary or Treasurer shall not affect the existence of the Corporation.

Section 2. President. The President shall be the chief executive officer of the Corporation and subject to the supervision of the Board of Directors, shall exercise general supervision and management over all the property and affairs of the Corporation. The President shall be charged with carrying out the policies and programs adopted or approved by the Board of Directors and shall establish committees subject to the approval of the Board of Directors. The President shall have all powers and duties incident to the office of President as well as such further powers and duties as the Board of Directors may from time to time prescribe. The President shall appoint committees as deemed necessary, subject to confirmation of the Board.

Section 3 – Vice President. At the request of the President, or in the absence of the President or disability, the VP shall have all powers and duties of the President. The Vice President will become President upon completion of the term of the prior President.

Section 4 – Recording Secretary. The Recording Secretary shall keep the minutes of the meetings of the Corporation and the Board of Directors. The Recording Secretary shall be the custodian of the Books of Minutes and other books and records as the Board of Directors may request. The Recording Secretary shall record all votes. The Recording Secretary shall perform such duties incident to the office and as assigned by the Board of Directors or the President.

Section 5 – Corresponding Secretary. The Corresponding Secretary Shall be in charge of all general correspondence of this corporation. This officer shall keep a current classified list containing information on all members including, but not limited to the names, addresses, telephone numbers, and email addresses of all members. The Corresponding Secretary shall handle noticing of the membership by email as directed by the President and the Board of Directors and in accordance with the organization’s Bylaws and standing procedures. Corresponding Secretary shall handle all expressions of cheer/sympathy for the organization as stated in standing procedures.

Section 6 – Treasurer. The Treasurer shall have custody of all corporate funds securities, financial records, and evidences of indebtedness of the Corporation; shall receive and give receipts and acquittances for monies paid in on account of the Corporation; shall pay out of the funds on hand all bills, and other just debts of the Corporation, of whatsoever nature, upon maturity; shall enter regularly in books to be kept by him or her for that purposes, full and accurate accounts of all monies received and paid out by him or her on account of the Corporation; shall render a statement of accounts at the Board of Directors meeting, at all of the general membership meetings, and upon request of the President; shall, upon reasonable notice, make available the records to any Director; and, shall maintain a roster of members in good standing. The Treasurer shall perform all duties incident to the office and shall have such other duties as assigned by the Board of Directors or the President.

Section 7 – Other Officers. Other officers and agents appointed by the Board shall be subject to the supervision of and shall be responsible for performing the duties prescribed by the Board of Directors.

Section 8 – Vacancies. A vacancy in any office due to death, resignation, removal, disqualification, creation of a new position, or any other reason may be filled by the Board of Directors for the unexpired portion of the term.

ARTICLE V: Book and Records: Corporate Affairs

ARTICLE V

Book and Records: Corporate Affairs

Section 1 – Books and Records. The Corporation shall keep correct and complete books and records of accounts and shall keep as permanent records minutes of the proceedings of its Board of Directors and committees of Directors. Any books, records, and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

Section 2 – Contracts and Instrument Generally. The Corporation shall enter into contracts only with the approval of the Board of Directors. All properly authorized contracts and other instruments requiring execution by the Corporation may be executed and delivered by the President, Vice President, or Treasurer of the Corporation, and authority to sign any such contracts or instruments, which may be general or confined to specific instances, may be conferred by the Board of Directors upon any other person or persons.

Section 3 – Financial Reports. The President and the Treasurer will present to the Board of Directors at meetings of the Board a report, verified by them, showing in appropriate detail (a) the assets and liabilities of the Corporation, as of the end of the fiscal year last preceding the date of the report; (b) the principal changes in assets and liabilities of the Corporation during such fiscal year; (c) the revenues and receipts of the Corporation, both unrestricted and restricted, during such fiscal year; and (d) the expenses or disbursements of the Corporation during such fiscal year. Each such report shall be filed with the minutes of the meeting of the Board of Directors at which such report was presented.

ARTICLE VI: Indemnification

ARTICLE VI

Indemnification

Section I. Indemnification. The Board of Directors may by resolution indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a Director, officer, employee or agent of the Corporation, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, reasonably incurred in connection with such action, suit, or proceeding, including any appeal thereof, if he or she acted in good faith and in a manner he or she reasonably believed to be in the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. This obligation shall not extend, however, with regard to any claim, issue, or matter as to which such person is adjudged liable for negligence of misconduct in the performance of duties to the corporation.

ARTICLE VII: Review Amendments to the Bylaws

ARTICLE VII

Review Amendments to the Bylaws

Section 1 – Bylaws. These Bylaws shall be reviewed at least every five (5) years from latest adoption. The Board of Directors shall establish a Bylaws Review Committee as provided herein to review the Bylaws and recommend any amendments. These Bylaws may be repealed or amended, and new Bylaws may be adopted, by two-thirds (2/3) of the Board of Directors at any meeting of the Board of Directors, provided that the Board of Directors has received written notice of text of such proposed amendments at least ten (10) days in advance of said meeting.

Section 2 – Amendments. Amendment(s) to the Bylaws may be proposed by any member in good standing by submitting such proposed amendment(s) to the President or the Recording Secretary in writing and must be signed by that member. The Board shall meet to act upon the proposed amendment(s) within forty-five (45) days of receipt by the President or Secretary. The amendment(s) shall be presented to the Corporation Alumni at the next scheduled meeting along with the results of the Board’s action on the amendment(s).

ARTICLE VIII: Fiscal Year End

ARTICLE IX: Membership

ARTICLE IX

Membership

Section 1. LEADERship Martin County Alumni. Any graduate of LEADERship shall become an Active member of LMCAFY upon payment of annual dues established by the Board of Directors. The Board of Directors also has the option to approve offering lifetime dues at an agreed upon amount. Payment of lifetime dues exempts the Alumni from paying annual dues. Alumni who pay lifetime dues will retain active status for life. It will be the responsibility of the members to keep the Board of Directors informed of the members’ current address, telephone number, facsimile number, and email address, where applicable.

Section 2. Other Program Graduates. A graduate of another community LEADERship Program may petition the Board to become a member of LMCAFY upon the following requirements:

Graduates from another LEADERship Program moving to Martin County, shall live and/or work in Martin County for five (5) years and submit an Alumni application stating the reason they are unable to participate in LEADERship Martin County Program and have their application approved at a General Membership meeting, or go through the LEADERship Martin County Program in order to become a member of LMCAFY.
The petitioner shall become a member of LMCAFY upon completion of the above-mentioned requirement and payment of dues. This membership shall confer the rights, privileges, and responsibilities of membership in LMCAFY.

Section 3 – Non-Alumni of LMCAFY. An individual who is not a graduate of LMCAFY shall become a member upon payment of a one-time membership fee in the amount of $5,000. Non-Alumni shall remain an Active member of LMCAFY upon continued payment of annual dues.

Section 4 – Removal. Members may be removed with cause at any time upon a vote of two-thirds (2/3) of the active members at any meeting called for that purpose, or at the Annual Meeting, upon notice given pursuant to the notice provisions of these Bylaws, or as referenced herein for non-payment of dues.

Section 5 – Dues. Dues shall be due and payable by August 31^st of each year. Active membership will be suspended if dues are not paid within sixty (60) days of the due date. Active Membership status may be reinstated with the payment of dues.

ARTICLE X: Meetings of the General Membership

ARTICLE X (formerly XI)

Meetings of the General Membership

Section 1 – Meetings. The Annual Meeting shall be held May or June every year. Special meetings shall be held upon the call of the President or upon resolution adopted by an affirmative vote of the majority of the Board of Directors.

Section 2 – Notice. At least ten (10) days’ notice of annual or special meetings shall be sent to each member of the corporation at an address, facsimile number or email address reflected in the corporation’s records. Notice of any meeting, whether annual or special, shall reflect the matter to be considered at the meeting, and no matter of substance shall be admitted to a vote at any meeting where advance notice in writing has not been given un less a written waiver of notice is executed by a majority of the membership.

Section 3 – Voting and Quorum. Each member in good standing shall be entitled to one (1) vote. At any meeting, a quorum shall be defined as those members present and voting.

ARTICLE XI: Elections

ARTICLE XI (formerly XII)

Elections

Section 1 – Election. Elections shall be held at the Annual Meeting of the general members. The Nominating Committee shall present a slate of nominees for Officers and the vacancies on the Board of Directors. Nominations shall be accepted from the floor for all positions eligible for election. The election shall be conducted by written ballot or by a show of hands. A simple majority of members present shall be sufficient to carry the vote. As to the election of Officers, if no single nominee obtains a simple majority of the votes, then a run-off election shall be held between the two (2) nominees who obtained the highest number of votes for the position. As to the election of the Board Members, the vacancies on the Board of Directors shall be filled in the order of the nominees receiving the greatest to the least number of votes, until the vacancies are filled.

Section 2 – Proxy. A member in good standing may vote in any election by proxy. Written authorization from said member is required.

ARTICLE XII: Miscellaneous

ARTICLE XII (formerly XIV)

Miscellaneous

Section 1 – Roberts Rules of Order. All members’ business shall be conducted under Roberts Rules of Order, the modern edition (as revised from time to time) unless superseded by these Bylaws.

Section 2 – Policy/Position Adoption. Any policies or positions adopted by LMCAFY shall be adopted at any regular meeting of the general membership. The adoption of any policy or position shall be adopted by written ballot or by a show of hands at any regular meeting of the general membership. The adoption of any policy or position shall require an affirmative vote of two-thirds (2/3) of the members present. A single spokesperson, that person being either the President or the President’s designated spokesperson on a particular issue, is responsible for releasing to the public facts, figures, or policy positions on an issue. No other members shall respond publicly as a representative of LMCAFY to any issue.

Section 3 – Conflict of Interest Policy. The Board of Directors shall be authorized to adopt rules and regulations in order to regulate and monitor a conflict of interest.

The undersigned, being the duly elected and acting Corresponding Secretary of the Corporation, hereby certifies that the foregoing constitute the validly adopted and true Bylaws of the Corporation as of the date set forth below.

Dated: ______________ __________________________________

Jonathan W. Milton – Recording Secretary

(Corporate Seal)

May 17, 2024 Approved Amendments

Bylaws Committee summary of approved amendments March 15, 2024:

Voted in the affirmative by the full Board of Directors May 17, 2024

Next review due 2029

Chair: Cindy Groover

Members: Jon Milton, Greg Nuttall & David Sarno

Article I – Names and Offices: All references to LEADERship Martin County Alumni Foundation for Youth, Inc. will be LMCAFY after the initial identification of the abbreviated reference.
Article I – Names and Offices: Added reference to registered fictitious name of LEADERship Martin County Alumni Inc.
Article III – Directors, Section 1, Item (a): added definition of elected officers by referring to Article IV where officers are named, and roles described.
Article III – Directors, Section 1, Item (b): removed redundant verbiage “and the Planning Committee Chair.”
Article III – Directors, Section 1, Item (g): replaced the word “volunteer” with “request” to clarify that volunteering does not automatically mean you will serve on the Board.
Article III – Directors, Section 1, Item (h): added clarification of the definition of a member in good standing as follows: A member in good standing is defined as being current with payment of dues.
Article III – Directions, Section 1 Board of Directors, Item (i) New section: Added the following requirement to serve on the Board: All Directors voted to join the Board for the first time must participate in a minimum of one Youth LEADERship planning and/or Youth LEADERship session during the first twelve (12) months of serving on the Board.
Article III – Directors, Section 2: Various spelling and grammar corrections that do not change the intent of the clause.
Article III – Directors, Section 2 - Absence: Changed minimum number of meetings Directors should attend from five (5) to six (6) meetings.

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