Belize Association of Florida, Inc..

BYLAWS

OF

THE BELIZE ASSOCIATION OF FLORIDA, INC.

A FLORIDA NOT FOR PROFIT CORPORATION

 

ARTICLE I.   NAME

 

This organization shall be known as BELIZE ASSOCIATION OF FLORIDA, INC. (and hereinafter referred to as “the Association”), a Florida Not for Profit Corporation.  The Association shall be voluntary, non-profit, non-political, and non-religious.  It shall have lobbing rights as they relate to the purpose of the Association.

 

 

ARTICLE 2.   OFFICE

 

The principal office of the Association shall be in the State of Florida.  The Association shall designate a registered office in accordance with Florida law and shall maintain it continuously.

 

 

ARTICLE 3.   PURPOSE

 

The primary purpose of the Association is to promote the economic, social, cultural and educational advancement of Belize and Belizeans at home and abroad.

 

 

ARTICLE 4.   DUES

 

Annual dues for each class of membership shall be established by the Board of Directors and shall be payable in advance.  Senior members of the Association age sixty-five (65) and over, shall be exempt from annual dues payment.  It is the responsibility of each senior member to complete and return to the Association a membership enrollment form each year.

 

ARTICLE 5.   MEMBERS

 

Section 1.  Qualifications.  Membership is open to all Belizeans and non-Belizeans in the United States of America, over the age of eighteen (18) years and who are interested in the furtherance of the purposes of the Association.

 

Corporate membership in the Association shall be open to all corporations operating within the State of Florida which support the purposes and objectives of the Association.

 

Section 2.  Membership Classes.   There shall be two (2) classes of Membership:

 

     (a) Voting Members.  All Members of the Association, except                    Special Members of the Board of Directors, shall be Voting Members.  A Voting Member may be removed only by an affirmative vote of a majority of the Members present, in accordance with Section 11 below.  Unless otherwise specifically stated in these Bylaws to the contrary, all referenced to “Members” relate to Voting Members, and not to Special Members of the Board of Directors.

 

     (b)   Special Members of the Board of Directors.  In such cases where all the Association is a Member of another organization and it is not feasible for the president to represent the Association in such organization, the Board of Directors may appoint a Special Member of the Board of Directors to act as the authorized representative of the Association in such organization.  A Special Member of the Board of Directors shall enjoy all rights and privileges of the elected Members of the Board exclusive of voting rights.

 

Section 3.  Annual Meeting.  The purpose of the annual meeting of Members is to elect Directors and Officers to transact such other matters as may properly come before the Members.  The annual meeting of the Members of the Association shall be held in January or at such other time or place designated by the Board of Directors.

 

The annual meeting of members for any year shall be held no later than thirteen (13) months after the last annual meeting of the Members.  However, failure to hold an annual meeting timely shall in no way affect the terms of the Officers or Directors of the Association or validity of actions of the Association.

 

Section 4.  General Membership Update Meetings.  From time to time, as the Directors see fit (but no less than twice each year), a general membership update meeting, shall be held to discuss the current status of the Association.

 

Section 5.  Special Meetings.  Special meetings of Members may be called by either the President, a majority of the Board of Directors then in office, or upon the written request of a majority of the Membership.  The purpose of each special meeting shall be stated in the notice, and may only include purposes which are lawful and proper for Members to consider.

 

Section 6.  Emergency Meetings.  Emergency meetings of the Members may be called by the President in such circumstances as are specified by the Board of Directors.  If possible, notice of such meetings shall be given as stipulated in Section 8 below.  However, if the circumstances warrant it, the Board of Directors may waive that procedure and notify the Members by telephone or any other convenient method.  Only such business as specified in the notice shall be considered at an emergency meeting.

 

Section 7.  Place of Meeting.  The Board of Directors may designate any place within the State of Florida as the place of meeting for any meeting of Members.

 

Section 8.  Notice of Meeting.  Written or printed notice stating the place, day and hour of the meeting and, in the case of a special and emergency meeting, the purpose(s) for which the meeting is called, shall be delivered personally or by mail, not less than ten (10) days, nor more than thirty (30) days before the date of the meeting.  Notice shall be given to each Member by or at the direction of the President or Secretary, or by persons calling the meeting.  If mailed, such notice shall be deemed to have been delivered when deposited in the United State mail and addressed to the Member at his/her address as it appears on the records of the Association, with postage thereon prepaid. 

 

Section 9.  Waiver of Notice.  A written waiver of notice signed by a member, whether before or after a meeting, shall be equivalent to the giving of such notice.  Attendance of a Member shall constitute a waiver of notice of such meeting, except when the Member attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

 

Section 10.  Action Without a Meeting.  Any action of the Members may be taken without a meeting, without prior notice, ad without a vote, if consent in writing (setting forth the action so taken) is signed by a majority of Members of the Association.   Within ten (10) days after obtaining such authorization by written consent, notice must be given to those Members who have not consented in writing.  Any certificate to be filed as a result of the Members’ actions under this section shall state that written consent was given in accordance with Section 617.0701, Fla. Stat.

 

Section 11.  Member Quorum and Voting.  Unless otherwise required in the Articles of Incorporation, a majority of the Members present, whether in person or by proxy, shall constitute a quorum at a meeting of the Members.  The vote of a majority of Members present at such meeting shall constitute the action of the Members.

 

Section 12.  Votes.  Each Member shall be entitled to one vote on each matter and submitted to a vote at a meeting of Members.

 

Section 13.  Proxies.  Every Member may authorize another person or persons to act for him/her by proxy.  Every proxy shall be in writing, and shall be signed by the Member (or his/her duly authorized attorney-in-fact).  No proxy shall be valid after the expiration of thirty (30) days from the date thereof, unless otherwise provided in the proxy.  Every proxy shall be revocable at the pleasure of the Member executing it, except as otherwise provided by the law.

 

Section 14.  Complaints and Grievances.

 

   (a)    from time to time one (1) or more members of the Association may disagree with the actions of the Board of its individual Directors.  Should this occur, the Member or Members shall submit a written statement of the complaints or grievances to the Secretary who will present the statement to the Directors at its next scheduled meeting.  An investigation Committee will decide whether there is probable cause for such complaints or grievances and if there is the Member or representative if more than one will appear before the Board and state his or her position.  The Member or Members’ representative may present such testimony statements as he/she may deem necessary on his/her or their behalf.

 

   (b)  The Bylaws make no provision for complaints for grievances from non members.  However, at the discretion of the Board, it may entertain such complaints and grievances if in the opinion of the Board, the reputation of the Board and Association is in jeopardy.

 

ARTICLE 6.  BOARD OF DIRECTORS

 

Section 1.  General Powers.  Subject to the limitations of the Articles of Incorporation, these Bylaws, and the Florida Not for Profit Corporation Act (concerning corporate action that must be authorized or approved by the Members of the Association), all corporate powers shall be exercised by or under the authority of the Board of Directors, and the management and affairs of the Association shall be controlled by the Board of Directors.

 

Section 2.  Number, Qualifications, Election and Tenure.  The number of Directors shall be the number of Directors elected from time to time in accordance with the Article of Incorporation, but shall never be less than three.  The number of Directors may be increased or decreased from time to time by amendments to the Articles and these Bylaws, according to law.

 

The Directors shall be elected by the Members at the annual meeting of Members.  Nomination for the Board of Directors shall come from the floor and must be seconded by at least two other Members. Said nominees shall have the right to decline said nominations without explanation.  A nominee expecting a nomination shall state his/her willingness and ability to devote such time as is necessary for the effective execution of his/her duties in furtherance of the purposes and objectives of the Association.

 

The Directors shall serve until the next succeeding annual meeting, and until their successors have been elected and qualified or prior to an election under the following circumstances; until his/her death, or until he/she shall resign or shall have been removed in the manner hereinafter provided.  Directors are eligible for re-election.

 

Election of the new Board of Directors and Officers shall be conducted by an Election Committee compromised of at least five (5) Members of the Association appointed by the Exiting Board of Directors for that purpose.

 

Section 3.  Annual Meetings.  Immediately after Officers and Board of Directors are elected and at the same meeting wherein they are so elected, outgoing Officers shall turn over to their successors all records, funds and other appropriate Association property.  Said records must be fully accurate and up-to-date, said funds must be in the proper amounts and said property must be fully functional except where such property is damaged through normal wear and tear or through no fault of the Officer responsible for such property and the Board of Directors has been duly notified of such damage.

 

Section 4.  Meetings.  Regular meetings of the Board of Directors may be held with at least three (3) days’ notice, and at such time and at such place as shall be determined from time by the Board of Directors.

 

Section 5.  Special Meetings.  Special meeting of the Board of Directors may be called by the President or any Director with notice in accordance with Section 8 below.  The persons authorized to call special meetings of the Board of Directors may schedule a reasonable time and place for holding said special meeting.

 

Section 6.  Telephone Meetings.  Directors may participate in meetings of the Board of Directors by means of a conference telephone call or similar communications equipment (by which all person participating can hear each other at the same time), and participating by such means shall constitute presence in person at such a meeting.

 

Section 7.  Action Without Meeting.  Any action of the Board of Directors may be taken without a meeting, if consent in writing, setting forth the action so taken, is signed by all of the Directors.  Such action taken under this section is effective when the last Director sign the consent, unless the consent specifies a different effective date.  A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

 

Section 8.  Notice and Waiver.  Notice of any special meeting shall be given at least three (3) days prior thereto by telephone or in writing (delivered personally or by mail to each Director at his/her address).  If mailed, such notice shall be deemed to be delivered when deposited in the United State Mail with postage thereon prepaid.

 

Any director may waive notice of any meeting, either before, at, or after such meeting, by signing a waiver of notice.  The attendance of a Director at a meeting shall constitute a Waiver of Notice of such meeting and a waiver of any and all objections to the place of such meeting, or the manner in which it has been called or convened, except when a Director stated at the beginning of the meeting any objection to the transaction of business because the meeting is not lawfully called or convened.

 

Section 9.  Quorum and Voting.  A majority of Directors in office shall constitute a quorum for the transaction of business.  The vote of a majority of Directors present at a meeting (at which a quorum is present), shall constitute the action of the Board of Directors.  If less than a quorum is present, then a majority of those Directors present may adjourn the meeting from time to time without notice until a quorum is present.

 

Section 10.  Vacancies.  Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors, unless otherwise provided by law or the Articles of Incorporation.  A Director elected to fill a vacancy shall hold office only until the next election of Directors by the Members.  Any directorship to be filled by reason of an increase in the number of Directors shall be filled by election at an annual meeting of Members or a special meeting of Members called for that purpose.

 

Section 11.  Removal.  At any meeting of Members called expressly for that purpose any Director or Directors may be removed from office, with or without cause, by vote of a majority of the Members then entitled to vote at an election of Directors.  Such Director shall be given the opportunity to present his/her case at that meeting.  Any Director who is removed shall not be eligible to stand for re-election until the next meeting of Members. 

 

Any Director removed from office shall turn over to the Board of Directors within seventy-two (72) hours any and all records of the Association in his/her possession.  If he/she does not relinquish such records, the Circuit Court in the County where the Association’s principal office is located, may summarily order the Director to relinquish his/her office and turn over Association records upon application to any Member.

 

New Directors may be elected by the Members for the unexpired terms of Director removed from office at the same meetings at which such removals are voted.

 

If Members fail to elect persons to fill the unexpired terms of removed Directors, and if the Members did not intend to decrease the number of Directors to serve on the Board, then the vacancies unfilled shall be filled in accordance with provision in these Bylaws for vacancies.

 

Section 12.  Presumption of Assent.  A Director of the Association who is present at a meeting of the Board of Directors (at which action on any Association matter is taken) shall be presumed to have assented to the action taken, unless he/she votes against such action or abstains from voting because of an asserted conflict of interest.

 

Section 13.  Immunity from Civil Liability.  A Director of the Association is not personally liable for monetary damages to any person for any statement, vote, decision or failure to take an action regarding organizational management or policy by a Director UNLESS:

 

            a)         The Director breached   or  failure  to  perform  his/her  duties  as  a                              Director; and

            b)         The   Director’s  beach  of,  or  failure  to   perform,   his/her   duties                   constitutes:

 

            1.         A violation of the criminal law, unless the Director had reasonable                               cause to believe his/her conduct was lawful or  had  no  reasonable                               cause to believe his/her conduct was unlawful.  A judgment or other                            final adjudication against a Director in  any criminal  proceeding  for                           violation of the criminal law estops that Director from  contesting the                                   fact that his/her breach, or failure to perform, constitutes a  violation                         of   the   criminal   law, but   does   not   estop   the    Director   from                   establishing that   he/she   had   reasonable  cause  to  believe  that                               his/her   conduct    was   lawful   or  had  no  reasonable   cause  to                                   believe that his/her conduct was unlawful; or

            

               2.      A transaction from which the Director derived an improper personal

                         Benefit, either directly or indirectly; or

 

               3.      Recklessness or an act or omission which was committed in bad    faith or with malicious purpose or in a manner exhibiting wanton      and willful disregard of human rights, safety, or property.

 

For purposes of this section, the term “recklessness” means acting, or omission to act, in conscious disregard of a risk known, or so obvious that it should have been known to the Director to be so great as to make it highly probable that harm would follow from such action or omission.

 

ARTICLE 7.  OFFICERS

 

The Officers of the Association shall be Board Members.  These Officers include a President, Vice President, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer; five (5) Board Members, each of whom shall be elected by the Members.  A Chairperson of the Board and such other Officers and assistant Officers as may be deemed appropriate and may be elected or appointed by the Board of Directors from time to time.  A failure to elect a President, Vice President, Secretary, Assistant Secretary, Treasurer or Assistant Treasurer shall not affect the existence of the Association.  The Officers may be re-elected or re-appointed by the Members. 

 

   (a)  President:  The President shall be the principal officer of the Association.  He/She shall be the Chairman of all meetings of the Board of Directors, and General Membership meetings.  He/She shall be a member, ex-officio, of all committees of the Board of Directors.  He/She shall have the power concurrent with the Treasurer to endorse checks, drafts or other instruments of payment of money when necessary or proper and deposit same to the credit of the Association in such depositories as the Board may authorize.

 

   (b)  Vice President:  The Vice President shall take the office of the President in the event such office becomes vacant.  He/She shall serve as President until the expiration of the term of the person who held the office President and until his/her successor has been elected and qualified.  In addition, he /she shall have such duties as are assigned to him/her by the Board of Directors.

 

   (c)  Secretary:  The Secretary shall be the recording officer of the Association and The Custodian of its records, except such as is specifically assigned to others, as the Treasurer’s books.  These records shall be open for inspection by any member of the Board of Directors at reasonable times and where a committee needs any records of the performances its duties.   These records shall be turned over to its Chairman.  The Secretary shall keep minutes of all meetings of the Board and General Membership, and shall keep cause to be kept minutes of meetings of all other committees appointed by the Board.  The minutes shall be kept in a manner prescribed by the Board.  In addition, the Secretary shall keep a register of all the Members of the Association and shall keep one book in which the Bylaws and any rules shall be written.  Such book will have space for entering any amendments made by the Board of Directors.  The Secretary shall perform these and all other duties of Secretary, subject to the control of the Board of Directors.

 

   (d)  Assistant Secretary:  The Assistant Secretary shall perform such duties   as are assigned to him/her by the Secretary and shall perform such other duties as are assigned to him/her by the Board of Directors.

 

   (e)  Treasurer:  The Treasurer shall have care and custody of all funds of the Association.  He/She shall keep the books of account open at all reasonable times for inspection by the other Directors.  He/She shall recommend to the Board depositories for funds and shall propose the investment of funds in such manner as may best serve the interest of the Association.  The Treasurer shall have power concurrent with the President to endorse checks, drafts or other instruments of payment of money when necessary or proper and deposit same to the credit of the Association in such depositories, as the Boar may authorize.  The Board of Directors may require from the Treasurer, as the expense of the Association, a bond for the lawful performance of his/her duties.  The amount of the bond will be fixed by the Board and with surety if required.  The Treasurer shall perform all duties of the Treasurer, subject to the control of the Board of Directors.  All monies received by the Treasurer shall be deposited by the next business day.

 

   (f)  Assistant Treasurer:  The Assistant Treasurer shall perform such duties as assigned to him/her by the Treasurer and shall perform such duties as assigned to him/her by the Board of Directors.

 

   (g)  Board Members:  There shall be five (5) members of the board who shall have the duties as are assigned to them by the Board of Directors.

 

Section 2.  Election, Appointment and Term of Office.  The Officers of the Association shall be elected by the members at each annual meeting of Members.  Each Officer shall hold office until his/her successor shall have been duly elected and shall have qualified, or prior to an election under the following circumstances:  until his/her death, or until he/she shall resign or shall have been removed in the manner hereinafter provided.  The outgoing President and outgoing Secretary shall automatically become Directors of the new Board to foster continuity and ease the transition between administrations.

 

Section 3.  Removal.  Any Officer may be removed from office at any time, with or without cause, on the affirmative vote of a majority of the Members whenever, in their judgment, the best interests of the Association will be served thereby.  Removal shall be without prejudice to any contractual rights of the person so removed, but election of an Officer shall not itself create contract rights.

 

Section 4.  Vacancies.  Except for that of the President, vacancies in offices, however occasioned may be filled at any time by election or appointment by the Board of Directors for the unexpired terms of such offices.  If the office of President becomes vacant, the Vice President shall serve as President for the unexpired term and the office of Vice President shall become vacant, to be filled as prescribed above.

 

Section 5.   Duties.  The Chairperson of the Board, or the President, if there is not a Chairperson of the Board, shall preside at all meetings of the Board of Directors and of Members.  The President shall be the chief executive officer of the Association.  Subject to the foregoing, the Officers of the Association shall have powers and duties as usually pertain to their respective offices and such additional powers and duties specifically conferred by law, by the Articles of Incorporation, by these Bylaws, or as may be assigned to them from time to time by the Board of Directors.

 

Section 6.   Deletion of Duties.  In the absence or disability of any Officer of the Association or for any other reason deemed sufficient by the Board of Directors, the Board may delegate his/her powers or duties to any office or to any other Director qualified to undertake such responsibilities.

 

Summary 7.   Immunity from Civil Liability.  An Officer of the Association is not personally liable for monetary damages to any person for any statement, vote, decisions, or failure to take an action regarding organizational management or policy by an Officer UNLESS:

 

     a)    The Officer breached   or  failure  to  perform  his/her  duties  as  an  Officer; and

     b)    The   Officer’s  beach  of,  or  failure  to   perform,   his/her   duties constitutes:

 

            1.         A violation of the criminal law, unless the Officer   had  reasonable                              cause to believe his/her conduct was lawful or  had  no  reasonable                               cause to believe his/her conduct was unlawful.  A judgment or other                            final adjudication against a Officer in  any  criminal  proceeding   for                               violation of the criminal law estops  that Officer  from  contesting the                                   fact that his/her breach, or failure to perform, constitutes a  violation                         of    the   criminal   law,  but   does   not   estop   the    Officer   from                   establishing that   he/she   had   reasonable  cause  to  believe  that                               his/her   conduct    was   lawful   or  had  no  reasonable   cause  to                                   believe that his/her conduct was unlawful; or

 

            2.         A transaction from which the Officer  derived  an improper personal

                         Benefit, either directly or indirectly; or

 

           3. Recklessness or an act or omission which was committed in bad             faith or with malicious purpose or in a manner exhibiting wanton      and willful disregard of human rights, safety, or property.

 

For purposes of this section, the term “recklessness” means acting, or omission to act, in conscious disregard of a risk known, or so obvious that it should have been known to the Officer or so obvious that it should have been known, to be so great as to make it highly probable that harm would follow from such action or omission.

 

ARTICLE 8.   EXECUTIVE AND OTHER COMMITTEES 

 

Section l.       Creation of Committees.  The Board of Directors may, by resolution passed by a majority of the full Board, designate from among its members an Executive Committee and one or more other committees.  Each such Committee shall be headed by a Director, but its members may come from the general membership.  The Board also has the power to dissolve any such committee.

 

Section 2.  Executive Committee.  The Executive Committee shall comprise of the President, Secretary and Treasurer and will consult with and advise the Officers of the Association in the management of its affairs and shall have and may exercise, to the extent provided in the resolution of the Board of Directors creating such executive Committee, such powers of the Board of Directors as can be lawfully delegated by the Board.

 

Section 3.   Other Committees.   Such other committees shall have such functions and may exercise such power of the Board of Directors as can be lawfully delegated, and to the extent provided in the resolution or resolutions creating such committee or committees.

 

Section 4.   Meetings.  Regular meetings of the Executive Committee and other committees may be held without notice at such time and at such place from time to time to be determined by the Executive Committee or such other committees.  Special meetings of the Executive Committee or such other committees may be called by any member s thereof upon three (3) days’ notice to the other members of such committee, or on such shorter notice as may be agreed to in writing by each of the member of such committee, given wither personally or in manner provided in these Bylaws pertaining to notice for Directors’ meeting.

 

Section 5.  Vacancies.  Vacancies on the Executive Committee (or on other committees) shall be filled by the Board of Directors, then if office, and at any regular or special meetings of the Board of Directors.

 

Section 6.  Quorum.  At all meetings of the Executive Committee or other committees, a majority of the committee’s membership then in office shall constitute a quorum for the transaction of business.

 

Section 7.  Manner of Acting.  The acts of a majority of the members of the Executive Committee (or such other committees) present at any meeting at which there is a quorum shall be the act of such committee.

 

Section 8.  Minutes.  The Executive Committee and the other committees shall keep regular minutes of their proceedings, and report these minutes to the Board of Directors when required.

 

ARTICLE 9.  PROFESSIONAL SERVICES

 

Section 1.   Legal Services.   The Board of Directors may retain an Attorney and/or Law Firm to advise and represent the Association on legal matters.

 

Section 2.    Accounting Services.  The Board of Directors shall retain an Accountant and/or Accounting Firm to prepare an annual financial report and audit the books and records of the Association.  The audited financial report prepared by the independent Account and/or Accounting Firm shall be presented to the General Membership at the annual meeting of the Members of the Association held in January.

 

Section 3.   Other Professional Services.  The Board of Directors may retain the services of other professionals as it deems it necessary.

 

Section  4.   Tenure.  The Professionals shall serve at the pleasure of the Board of Directors, subject to such rights as they may possess by contract with the Association.

 

Section  5.    Board of Advisors.  The Board of Directors may appoint a Board of Advisors to assist the Committees in the execution of their duties.  Members of the Board of Advisors shall be assigned to the committees and from time to time be invited to attend such meetings as the Chairman of such committee may deem necessary.  The Board of Directors shall consist of such members of the Association who are recognized authorities in their respective fields and in such numbers as the Board of Directors may deem necessary.  In special cases the Board of Directors may waive the membership requirement.  The term of office for the Board of Advisors will expire the day prior to the beginning of the annual meeting of the Association.

 

ARTICLE 10.  MEMBERSHIP CERTIFICATES & CARDS

 

Section 1.   Membership Certificates.  New members of the Association shall be issued certificates signed by the President or the Vice President, and by the Secretary or the Assistant Secretary.  Each membership certificate shall state the following (a) the name of the Association; (b) that the Association is organized under the laws of the State of Florida; (c) the name of the person or persons to whom issued; and (d) the class membership.  The membership certificate itself shall convey no rights or privileges, but shall be for identification only.

 

Section 2.   Membership Cards.  These membership cards shall be issued to all Members upon renewal of their membership.  Each membership card shall be signed by the Treasurer.

 

Section 3.   Lost, Stolen or Destroyed Certificates or Cards.  The Association may issue a new membership certificate or card if the Member named in the certificate or card:  (a) provides proof in affidavit form that it has been lost, destroyed, or stolen;  (b) requests the issuance of a new certificate or card; and (c) satisfies any other reasonable requirements imposed by the Association.

 

ARTICLE 11.  POLICIES AND PROCEDURES GUIDELINES   

 

Policies and Procedures Guidelines to be developed by the end of the year 2002, once in effect, shall govern the day to day operations of the Association.

 

ARTICLE 12.   BOOKS, RECORDS AND REPORTS

 

Section 1.  Report to the Department of State.  On or before May 1, 2001 and on or before May 1 of each year thereafter, the Association shall deliver to the Department of State for filing a sworn annual report, on such form as the Department of State prescribes that sets forth the requirements stated in Section 617.1622 Fla. Stat.

 

Section 2.  Report to Members.  The Association shall send annual financial report to the Members of the Association no later than thirty (30) days after the close of each fiscal year of the Association.  Such report shall include actual receipts and expenditures for the previous twelve (12) months.  The report shall show the amounts of receipts by accounts and receipt classifications and shall show the amounts of expenses by account and expense classifications.

 

Such financial statements shall be prepared from and in accordance with the books of the Association, and in conformity with generally accepted accounting principles applied on a consistent basis.

 

Section 4.   Corporate Records.  The Association shall maintain its corporate records in accordance with and as more fully describe in Section, 617.1601 Fla. Stat.

 

Section 5.  Inspection of Corporate Records.  Any person who is a Voting Member of the Association shall have the right, for any proper purpose, during regular business hours; and on proper written demand stating the purpose thereof, to examine and make copies from the relevant books and records of accounts, minutes, and records of Members of the Association, as more fully described in Sections 617.1601 and 617.1602 Fla. Stat.

 

ARTICLE 13.  NOT FOR PROFIT OPERATION.  The Association will not have or issue share of stock.  No dividends will be paid. No part of the income or assets on the Association will be distributed to its Member, Directors or Officers without full consideration.  No Member of the Association has any vested right, interest or privilege in or to the assets, property, functions, or activities of the Association.  The Association may contract in due course with its Members, Directors, and Officers without violating this provision.

 

ARTICLE 14.  FISCAL YEAR

 

The fiscal year of the Association shall be January 1 through December 31.

ARTICLE 15.  ROBERT’S RULES OF ORDER

 

When in doubt as to what procedure should be taken at any meeting of membership, the Board of Directors and its Committees may rely upon Robert’s Rules or Order.  Where Robert’s Rules of Order is relied upon, it shall prevail.

 

ARTICLE 16.  SEAL

 

The corporate seal shall bear the name of the Association as follows:  BELIZE ASSOCIATION OF FLORIDA, INC., a Florida Not For Profit Corporation.

 

ARTICLE 17.  IDEMNIFICATION

 

Section 1.  Coverage.  The Association shall indemnify each Officer and Director, including former Officers and Directors, to the full extent permitted by the Florida General Corporation Act and the Florida Not for Profit Corporation Act.

 

Section 2.   Insurance.  The Association shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, Employee or Agent of the Association against any liability asserted against him /her and incurred by him/her in any such capacity or arising out of his/her status in any such capacity.

 

ARTICLE 18.  AMENDMENTS

 

These Bylaws shall be amended by the General Membership at a regular or special meeting and the amended Bylaws shall be maintained in written form.  The Secretary shall keep the amended Bylaws with the other records of the Association.

 

A notice of proposal to amend these Bylaws shall be delivered personally or mailed to each Member or Director at his/her address at least thirty (3) days in advance of any meeting called to discuss the proposed amendment(s).  If mailed such notice shall be deemed to be delivered when deposited in the United States Mail with postage thereon prepaid.

 

ARTICLE 19.  SUCCESSION AND DISSOLUTION

 

Section 1.   Succession.  The Association is not the successor of any other previously formed association and shall not be subject, in whole or in part, to any Bylaws or rules of any such other association.

 

Section 2.  Dissolution.  Should the Association be dissolved, it shall be done pursuant to Section 617.1402 Fla. Stat. and subject to the procedures outlined in Section 617.1403 Fla. Stat.

 

Section 3.   Distribution of Assets.  In the event of dissolution of the Association, a Plan of Distribution of Assets will be filed with the Department of State, in compliance with Section 617.046 Fla. Stat.  Furthermore, no part of the Association’s property, assets or any proceeds thereof shall be distributed to the Members/Officers/Directors of the Association and such property, assets and proceeds shall be distributed by the Board of Directors among causes and/or one ore more associations organized and operated for the purposes similar to those of the Association.

 

ARTICLE 20.   EFFECTIVE DATE

 

These Bylaws shall become effective as of the election of new Officers and Directors at the annual meeting of Members to be held in the year 2002.