Articles of Incorporation of State Society of Florida
PREAMBLE
We, the undersigned natural persons of the age of eighteen years or more, acting as Incorporators of a Corporation under the District of Columbia Non-Profit Corporation Act, adopt the following Articles of Incorporation.
ARTICLE I – Name
The name of the District of Columbia Non-Profit Corporation shall be “Florida State Society of Washington, D.C.” (“Corporation”)
ARTICLE II – Purpose
The purpose of the Corporation shall be to encourage and promote good fellowship among Floridians in the area of the Nation’s Capital. The Corporation shall be operated exclusively for pleasure, recreation, and other non-profit purposes within the meaning of Section 501(c)(7) of the Internal Revenue Code of 1986, as amended, or any corresponding provision of any future U.S. internal revenue law (the “Code”). In furtherance of these purposes, the Corporation shall act, and shall take such actions to ensure compliance with its tax-exempt status under the Code. The Corporation is not organized for profitable purposes and shall not be operated for profit or organized to engage in any activity ordinarily carried on for profit. No part of the property or the net earnings of the Corporation shall inure to the benefit or be distributable to any of its directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments in furtherance of the purposes set forth herein. The Corporation shall be primarily supported by membership dues and other income from activities substantially related to pleasure, recreation, and other non-profit purposes under Section 501(c)(7) of the Code. Notwithstanding any other provisions of these Bylaws, the Corporation shall not carry on any activities not permitted by a corporation exempt from Federal income tax under Section 501(c)(7) of the Code.
ARTICLE III – Membership
There shall be three classes of membership – Individual, Corporate, and Honorary.
Section 1. Individual Members. Any person interested in the State of Florida or the Society and who pays the annual dues of the Corporation may be admitted as an Individual Member. Current dues-paying Individual Members shall have full voting rights.
Section 2. Corporate Members. Any corporation who is interested in the State of Florida and who pays the corporate dues of the Corporation may be admitted as a Corporate Member. Each corporate member is entitled to have five (5) individuals listed as members, each of whom may vote as if they were an Individual Member.
Section 3. Honorary Members. Duly elected or appointed Senators and Representatives from the State of Florida shall be Honorary Members of the Corporation. Honorary Members of the Corporation shall be exempt from paying dues and may vote as if they were a current dues-paying Individual Member. Any Officer or Director may nominate any other person to be an Honorary Member of the Corporation, subject to approval by a majority of the persons present at the next regularly scheduled meeting of the Board of Directors.
ARTICLE IV – Officers and Directors
The Corporation shall be managed by its Officers and a Board of Directors.
Section 1. Slate of Directors and Officers. Nominations for office may be made in writing or orally by any Officer or members of the Board of Directors not less than thirty (30) days in advance of the Annual Meeting. Each persons nominated to be an Officer or Director must be an active, dues-paying member in good standing, either through individual or corporate memberships. The slate of Officers and Directors shall be posted on the Corporation’s website not less than twenty (20) days in advance of the Annual Meeting.
Section 2. Procedure for Election of Directors and Officers. The elected Officers and Directors of the Florida State Society shall be determined by a vote of active members thereof via a secure method of online voting. The voting period shall be determined by the Board at the meeting immediately prior to the Annual Meeting. Each member of the Florida State Society shall have one vote. Approval by a majority of members of the Florida State Society who vote constitutes election.
Section 3. Officers. The Officers of the Corporation shall include a President, a Vice- President, a Secretary, a Treasurer. The Directors of the Corporation shall not exceed twenty-five (25) in number. The immediate Past President shall serve as an advisory officer and shall have a full vote as if a duly elected or appointed Director. In the absence of the President, the Vice President shall perform the duties of the President. In the event that the President fails to serve out his/her term for any reason, the Vice President shall assume the duties of the President for the remainder of the term or until the office of President has been filled.
Section 4. Term of Office. The terms of office for all officers and directors shall be from February 1 of each year through January 31 of the following year, or until their successors are duly elected and qualified, whichever is later.
Section 5. Minimum Duties of Directors. All persons serving on the Board of Directors shall actively participate in the planning or execution of at least one official Florida State Society event per term or shall serve on at least one committee. Directors shall regularly attend all meetings of the Board of Directors. Failure by any Director to comply with this Section 3, Section 7, or Section 8 of Article IV shall constitute good cause for suspension or removal.
Section 5. Term Limits of the President. No person shall serve as President of the Corporation for more than two consecutive terms. There shall be no limit on the number of terms for Directors and other Officers.
Section 6. Presidential Powers. The President of the Corporation shall call and preside over the meetings of the Board of Directors, shall appoint the Committees, and shall assign to the various Committees such duties not prohibited herein as he/she might deem proper. The President shall have authority to nominate current members of the Corporation to fill both Board of Directors and Officer vacancies, subject to approval by a majority of the Directors and Officers present at the next regularly scheduled meeting of the Board of Directors. Other duties and responsibilities of the Officers may be prescribed by the bylaws.
Section 7. Suspension or Removal of Directors. The President shall have authority to suspend any Director for cause. Board members shall attend not less than 75% of Board meetings and events held by the Florida State Society. Unexcused absences from meetings and events resulting in missing more than half of all regularly scheduled meeting may result in suspension or removal. In the event that a Director is suspended by the President, the Board of Directors shall vote on whether to rescind, suspend for a period of time, or remove such Director at the next regularly scheduled meeting of the Board of Directors, subject to fifteen (15) days’ advance notice. Any motion to rescind or suspend, for a period of time, shall be approved by majority vote of the Board of Directors. Any motion to remove any Director shall require a two-thirds (2/3) vote of the Directors present at such meeting.
Section 8. Suspension or Removal of Officers. Any Officer or Director may propose the suspension or removal of any Officer. In the event that the suspension or removal of an Officer is proposed, the Board of Directors (but not the Officers) shall vote on whether to, suspend, for a period of time, or remove such Officer at the next regularly scheduled meeting of the Board of Directors, subject to fifteen (15) days’ advance notice. Any motion to suspend or remove any Officer shall require a two-thirds (2/3) vote of the Directors present at such meeting.
Section 9. Meetings of Directors and Officers; Notice; Quorum. Officers and Directors shall hold regularly scheduled meetings, from time-to-time, as needed. Notice of any regularly scheduled meetings shall be provided by any means reasonably designed to effectuate actual notice, including via e-mail, not less than seven (7) days before such meeting. Special meetings of Directors and/or Officers may be held on two (2) days’ advance notice and may be held via telephone. In the event that exigent circumstances exist, the Officers may hold an Emergency Meeting and bind the Corporation upon the vote of three Officers. A Quorum of the Board of Directors shall exist if one-third or more of the duly elected or appointed Directors and Officers are present or vote via proxy. The Board of Directors shall have the power to set annual dues and other conditions and rights of membership for Individual and Corporate Members.
Section 10. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is, was, or shall be a Director, Officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of any other corporation, partnership, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of these bylaws or under the provisions of any law of the District of Columbia.
Section 11. Indemnification. The Corporation shall indemnify any person who is a Director, Officer, employee, or agent of the Corporation who was or is a party or is threatened to be made a party to any threatened, pending, or completed civil action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the Corporation, by reason of the fact that he is or was a Director, Officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a Director, Officer, employee, or agent of any other corporation, partnership, or other enterprise, against expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit, or proceedings including attorneys’ fees, if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of “nolo contendere” or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
ARTICLE V – Parliamentary Authority
The Corporation shall be governed by “Roberts’ Rules of Order, Revised” (or such other rules as designated in advance by the Board of Directors) on all parliamentary points not covered by these Articles of Incorporation.
ARTICLE VI – Amendments
These Articles may be amended at any Meeting of the Board of Directors of the Corporation by a two-thirds (2/3) vote of the Directors present. Written notice of the proposed amendment shall be sent via any permissible method, including electronic notice, to the Board of Director not less than seven (7) days in advance of any meeting of the Board of Directors. The President shall have authority to revise any propose amendments to these Articles, following discussion thereof, at any meeting, prior to any vote thereof.
ARTICLE VII – Bylaws
Bylaws of the Corporation or changes or amendments thereto may be adopted by a majority of the Directors present at any meeting of the Board of the Directors.
ARTICLE VIII – Enactment
These Articles shall take effect when approved by a vote of 75 percent of the Initial Directors of the Corporation.
ARTICLE IX – Notice
Any notices required to be sent to Officers, Directors or Members of the Corporation may be sent by any method permitted under law, including by electronic mail to the last e-mail address in the records held by the Secretary of the Corporation. Notice shall be deemed sent upon deposit by the Secretary or other Officer to a U.S. Postal Service mailbox, by hand-delivery, or at such time as any e-mail is sent.
ARTICLE X – Initial Registered Agent and Registered Office Address
The initial Registered Agent of the Corporation shall be Susan Lindahl.
ARTICLE XI – Duration and Dissolution
The duration of the Corporation shall be perpetual. The Corporation may be dissolved by a two-thirds (2/3) vote of the Directors and a two-thirds (2/3) vote of those members present at any Annual Meeting or other duly scheduled meeting the purpose of which is to dissolve the Corporation. Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Superior Court for the District of Columbia for such purposes or to such organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XII – Incorporators
The Incorporators of the Corporation are: Susan Lindahl, Michael Belitzky, Stewart Fried.
Revisions
Revised and approved by the Board of Directors on June 10, 2019
We, the undersigned natural persons of the age of eighteen years or more, acting as Incorporators of a Corporation under the District of Columbia Non-Profit Corporation Act, adopt the following Articles of Incorporation.
ARTICLE I – Name
The name of the District of Columbia Non-Profit Corporation shall be “Florida State Society of Washington, D.C.” (“Corporation”)
ARTICLE II – Purpose
The purpose of the Corporation shall be to encourage and promote good fellowship among Floridians in the area of the Nation’s Capital. The Corporation shall be operated exclusively for pleasure, recreation, and other non-profit purposes within the meaning of Section 501(c)(7) of the Internal Revenue Code of 1986, as amended, or any corresponding provision of any future U.S. internal revenue law (the “Code”). In furtherance of these purposes, the Corporation shall act, and shall take such actions to ensure compliance with its tax-exempt status under the Code. The Corporation is not organized for profitable purposes and shall not be operated for profit or organized to engage in any activity ordinarily carried on for profit. No part of the property or the net earnings of the Corporation shall inure to the benefit or be distributable to any of its directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments in furtherance of the purposes set forth herein. The Corporation shall be primarily supported by membership dues and other income from activities substantially related to pleasure, recreation, and other non-profit purposes under Section 501(c)(7) of the Code. Notwithstanding any other provisions of these Bylaws, the Corporation shall not carry on any activities not permitted by a corporation exempt from Federal income tax under Section 501(c)(7) of the Code.
ARTICLE III – Membership
There shall be three classes of membership – Individual, Corporate, and Honorary.
Section 1. Individual Members. Any person interested in the State of Florida or the Society and who pays the annual dues of the Corporation may be admitted as an Individual Member. Current dues-paying Individual Members shall have full voting rights.
Section 2. Corporate Members. Any corporation who is interested in the State of Florida and who pays the corporate dues of the Corporation may be admitted as a Corporate Member. Each corporate member is entitled to have five (5) individuals listed as members, each of whom may vote as if they were an Individual Member.
Section 3. Honorary Members. Duly elected or appointed Senators and Representatives from the State of Florida shall be Honorary Members of the Corporation. Honorary Members of the Corporation shall be exempt from paying dues and may vote as if they were a current dues-paying Individual Member. Any Officer or Director may nominate any other person to be an Honorary Member of the Corporation, subject to approval by a majority of the persons present at the next regularly scheduled meeting of the Board of Directors.
ARTICLE IV – Officers and Directors
The Corporation shall be managed by its Officers and a Board of Directors.
Section 1. Slate of Directors and Officers. Nominations for office may be made in writing or orally by any Officer or members of the Board of Directors not less than thirty (30) days in advance of the Annual Meeting. Each persons nominated to be an Officer or Director must be an active, dues-paying member in good standing, either through individual or corporate memberships. The slate of Officers and Directors shall be posted on the Corporation’s website not less than twenty (20) days in advance of the Annual Meeting.
Section 2. Procedure for Election of Directors and Officers. The elected Officers and Directors of the Florida State Society shall be determined by a vote of active members thereof via a secure method of online voting. The voting period shall be determined by the Board at the meeting immediately prior to the Annual Meeting. Each member of the Florida State Society shall have one vote. Approval by a majority of members of the Florida State Society who vote constitutes election.
Section 3. Officers. The Officers of the Corporation shall include a President, a Vice- President, a Secretary, a Treasurer. The Directors of the Corporation shall not exceed twenty-five (25) in number. The immediate Past President shall serve as an advisory officer and shall have a full vote as if a duly elected or appointed Director. In the absence of the President, the Vice President shall perform the duties of the President. In the event that the President fails to serve out his/her term for any reason, the Vice President shall assume the duties of the President for the remainder of the term or until the office of President has been filled.
Section 4. Term of Office. The terms of office for all officers and directors shall be from February 1 of each year through January 31 of the following year, or until their successors are duly elected and qualified, whichever is later.
Section 5. Minimum Duties of Directors. All persons serving on the Board of Directors shall actively participate in the planning or execution of at least one official Florida State Society event per term or shall serve on at least one committee. Directors shall regularly attend all meetings of the Board of Directors. Failure by any Director to comply with this Section 3, Section 7, or Section 8 of Article IV shall constitute good cause for suspension or removal.
Section 5. Term Limits of the President. No person shall serve as President of the Corporation for more than two consecutive terms. There shall be no limit on the number of terms for Directors and other Officers.
Section 6. Presidential Powers. The President of the Corporation shall call and preside over the meetings of the Board of Directors, shall appoint the Committees, and shall assign to the various Committees such duties not prohibited herein as he/she might deem proper. The President shall have authority to nominate current members of the Corporation to fill both Board of Directors and Officer vacancies, subject to approval by a majority of the Directors and Officers present at the next regularly scheduled meeting of the Board of Directors. Other duties and responsibilities of the Officers may be prescribed by the bylaws.
Section 7. Suspension or Removal of Directors. The President shall have authority to suspend any Director for cause. Board members shall attend not less than 75% of Board meetings and events held by the Florida State Society. Unexcused absences from meetings and events resulting in missing more than half of all regularly scheduled meeting may result in suspension or removal. In the event that a Director is suspended by the President, the Board of Directors shall vote on whether to rescind, suspend for a period of time, or remove such Director at the next regularly scheduled meeting of the Board of Directors, subject to fifteen (15) days’ advance notice. Any motion to rescind or suspend, for a period of time, shall be approved by majority vote of the Board of Directors. Any motion to remove any Director shall require a two-thirds (2/3) vote of the Directors present at such meeting.
Section 8. Suspension or Removal of Officers. Any Officer or Director may propose the suspension or removal of any Officer. In the event that the suspension or removal of an Officer is proposed, the Board of Directors (but not the Officers) shall vote on whether to, suspend, for a period of time, or remove such Officer at the next regularly scheduled meeting of the Board of Directors, subject to fifteen (15) days’ advance notice. Any motion to suspend or remove any Officer shall require a two-thirds (2/3) vote of the Directors present at such meeting.
Section 9. Meetings of Directors and Officers; Notice; Quorum. Officers and Directors shall hold regularly scheduled meetings, from time-to-time, as needed. Notice of any regularly scheduled meetings shall be provided by any means reasonably designed to effectuate actual notice, including via e-mail, not less than seven (7) days before such meeting. Special meetings of Directors and/or Officers may be held on two (2) days’ advance notice and may be held via telephone. In the event that exigent circumstances exist, the Officers may hold an Emergency Meeting and bind the Corporation upon the vote of three Officers. A Quorum of the Board of Directors shall exist if one-third or more of the duly elected or appointed Directors and Officers are present or vote via proxy. The Board of Directors shall have the power to set annual dues and other conditions and rights of membership for Individual and Corporate Members.
Section 10. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is, was, or shall be a Director, Officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of any other corporation, partnership, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of these bylaws or under the provisions of any law of the District of Columbia.
Section 11. Indemnification. The Corporation shall indemnify any person who is a Director, Officer, employee, or agent of the Corporation who was or is a party or is threatened to be made a party to any threatened, pending, or completed civil action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the Corporation, by reason of the fact that he is or was a Director, Officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a Director, Officer, employee, or agent of any other corporation, partnership, or other enterprise, against expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit, or proceedings including attorneys’ fees, if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of “nolo contendere” or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
ARTICLE V – Parliamentary Authority
The Corporation shall be governed by “Roberts’ Rules of Order, Revised” (or such other rules as designated in advance by the Board of Directors) on all parliamentary points not covered by these Articles of Incorporation.
ARTICLE VI – Amendments
These Articles may be amended at any Meeting of the Board of Directors of the Corporation by a two-thirds (2/3) vote of the Directors present. Written notice of the proposed amendment shall be sent via any permissible method, including electronic notice, to the Board of Director not less than seven (7) days in advance of any meeting of the Board of Directors. The President shall have authority to revise any propose amendments to these Articles, following discussion thereof, at any meeting, prior to any vote thereof.
ARTICLE VII – Bylaws
Bylaws of the Corporation or changes or amendments thereto may be adopted by a majority of the Directors present at any meeting of the Board of the Directors.
ARTICLE VIII – Enactment
These Articles shall take effect when approved by a vote of 75 percent of the Initial Directors of the Corporation.
ARTICLE IX – Notice
Any notices required to be sent to Officers, Directors or Members of the Corporation may be sent by any method permitted under law, including by electronic mail to the last e-mail address in the records held by the Secretary of the Corporation. Notice shall be deemed sent upon deposit by the Secretary or other Officer to a U.S. Postal Service mailbox, by hand-delivery, or at such time as any e-mail is sent.
ARTICLE X – Initial Registered Agent and Registered Office Address
The initial Registered Agent of the Corporation shall be Susan Lindahl.
ARTICLE XI – Duration and Dissolution
The duration of the Corporation shall be perpetual. The Corporation may be dissolved by a two-thirds (2/3) vote of the Directors and a two-thirds (2/3) vote of those members present at any Annual Meeting or other duly scheduled meeting the purpose of which is to dissolve the Corporation. Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Superior Court for the District of Columbia for such purposes or to such organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XII – Incorporators
The Incorporators of the Corporation are: Susan Lindahl, Michael Belitzky, Stewart Fried.
Revisions
Revised and approved by the Board of Directors on June 10, 2019