BYLAWS OF SPRINGFIELD PRESERVATION AND REVITALIZATION COUNCIL
TABLE OF CONTENTS……………………………………………………………………………….……….. 1
ARTICLE 1 – NAME……………………………………………………………………………………………. 1
ARTICLE 2 – PURPOSES…………………………………………………………………………………….. 1
ARTICLE 3 – PRINCIPAL PLACE OF OFFICE………………………………………………………… 2
ARTICLE 4 – NONPARTISAN ACTIVITIES…………………………………………………………… 2
ARTICLE 5 – DEDICATION OF ASSETS……………………………………………………………….. 2
ARTICLE 6 – MEMBERSHIP…………………………………………………………………………………3
ARTICLE 7 – BOARD………………………………………………………………………………………….. 4
ARTICLE 8 – NOMINATION PROCESS…………………………………………………………………. 6
ARTICLE 9 – OFFICERS………………………………………………………………………………………. 7
ARTICLE 10 – INFORMAL ACTION…………………………………………………………………….. 9
ARTICLE 11 – COMMITTEES……………………………………………………………………………… 9
ARTICLE 12 – OPERATIONS……………………………………………………………………………….10
ARTICLE 13 – CODE OF ETHICS………………………………………………………………………….10
ARTICLE 14 – PUBLIC STATEMENTS………………………………………………………………….11
ARTICLE 15 – INDEMNIFICATION……………………………………………………………………...12
ARTICLE 1 – NAME
The name of this Corporation is the Springfield Preservation and Revitalization Council, Inc. (the “Corporation”)
ARTICLE 2 – PURPOSES
The purpose of the Corporation is to stimulate preservation, reinvestment, and community activism in Springfield Historic District, while maintaining the integrity of its structures and history.
The mission of the Corporation is to provide leadership to the residents of Historic Springfield to revitalize, preserve, and restore the community through its diverse programs.
In addition, the Corporation is formed for the purposes of performing all things incidental to, or appropriate in, the achievement of the foregoing specific and primary purposes. However, the Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that do not further its specific and primary purposes.
This Corporation shall hold and may exercise all such powers as may be conferred upon a nonprofit corporation by Chapter 617, Florida Statues (the “Act”) and as may be necessary or expedient for the administration of the affairs and attainment of the purposes of the Corporation; provided, however, that in no event shall the Corporation engage in activities which are not permitted to be carried on by a corporation exempt under Section 501 (c)(3) of the Internal Revenue Code.
ARTICLE 3 – PRINCIPAL PLACE OF OFFICE
Section 1. LOCATION OF OFFICE. The principal office for the transaction of the business of the Corporation is located in the historic district of Springfield in the City of Jacksonville, County of Duval, State of Florida. The Board may at any time, or from time to time, change the location of the principal office from one location to another within Springfield Historic District in Jacksonville.
Section 2. DEFINITION OF SERVICE AREA. Springfield Historic District is defined as the square mile roughly bounded by Ionia Street and the Seaboard System rail line on the east, the same rail line and 12th Street on the north, Boulevard on the west, and 1st Street and Hogans Creek on the south. In addition, the service area will include the expanded trade area as defined by the Metro Edge Study (State Street to MLK Expressway and Boulevard Street to Ionia Street).
ARTICLE 4 – NONPARTISAN ACTIVITIES
The Corporation has been formed under the Corporations Not for Profit Law of the State of Florida for the charitable and educational purposes described above, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the Corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the Corporation shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office.
ARTICLE 5 – DEDICATION OF ASSETS
The properties and assets of this nonprofit Corporation are irrevocably dedicated to charitable and educational purposes. No part of the net earnings, properties, or assets of this Corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or any member, Director or officer of this Corporation. On liquidation or dissolution, all remaining properties and assets of the Corporation shall be distributed and paid over to an organization dedicated to charitable and educational purposes with tax-exempt status under Internal Revenue Code Section 501(c)(3).
ARTICLE 6 – MEMBERSHIP
Section 1. MEMBERSHIP. The membership of the Corporation is open to all persons over the age of 18 years who are interested in furthering the purposes of the Corporation. Members must pay dues as set by the Board and must provide the Corporation with pertinent information, including name, address, phone number, etc. Lists of members shall be kept in the Corporation’s office, solely for use by the organization and will not be released to non-participating parties.
Section 2. REMOVAL OF MEMBERS. The Corporation may revoke membership privileges from any member for cause by a majority vote of the Board and the return of the member’s current annual dues. Members must conform to the Code of Ethics included in the Bylaws. Revocation may be initiated when a member commits acts that are in violation of the Bylaws or policies.
Section 3. RIGHT AND RESPONSIBILITIES OF MEMBERS. Each member of the Corporation shall be entitled to one vote on each matter submitted to a vote at a meeting of the members, except to the extent that the voting rights are limited or denied by the Articles of Incorporation. No member shall be entitled to any dividend or any part of the income of the Corporation or to share in the distribution of the corporate assets upon dissolution. Members are expected to provide periodic feedback via surveys and to be involved in revitalization activities and volunteer service to the community.
Section 4. HOW THE MEMBERSHIP CAN LEGALLY ACT. The membership may act only at a properly called meeting of the membership. Notice of the purpose of the meeting must be sent to all persons on the current membership roster, which will be supplied by the President, Secretary, or office staff. Notice may be communicated by mail or by facsimile, electronic mail, or other form of electronic communication. Each member consents to receiving notices by electronic communication if such member provides an electronic mail address to the Corporation. A quorum shall be as designated under Article 6, Section 8. At such a meeting, a vote of a majority of the members in attendance shall be an act of the membership.
Section 5. MEETINGS. The membership shall meet annually and at such other times as the Corporation may find appropriate. The Board shall determine the location for the meeting, but the meeting will remain within Planning District 1. Special meetings may be called by the President or 1/3 of the Board of Directors. Special meetings require at least seven days’ notice to the members.
Section 6. ANNUAL MEMBERSHIP MEETINGS. Once a year during the month of October, or as soon as practical thereafter, at a time and place designated by the Board, the membership shall elect Directors from a slate of candidates presented by the Governance Committee of the Board and transact any other business as may properly come before the meeting.
Section 7. NOTICE OF ANNUAL MEETING. The Board shall give written notice of the annual membership meeting not less than seven (7) calendar days before the date of the meeting. The Notice shall state the purpose, place, day and hour of the meeting.
Such written notice shall be delivered by posting a copy in a conspicuous place at the principal office of the Corporation, and either by mail, email, handbill, newsletter, newspaper, or such means as the Board shall deem effective.
This section may be amended or repealed only by a vote of a majority of the members at a meeting of the membership called in accordance with the terms of these Bylaws.
Section 8. QUORUM. The number of members attending the meeting shall serve as a quorum for conducting business at either an annual or a special meeting of the membership after proper notice. The subsequent withdrawal of members shall not affect the validity of any action taken at the meeting or any adjournment, unless there is evidence of collusion. In this case the action will be brought back before the membership. No proxy voting shall be allowed.
Section 9. COMMUNITY REFERENDA. The Board may from time to time conduct referenda among all community residents (including those residents who are not members of the Corporation). The results of such referenda are advisory only are not binding on the Corporation.
ARTICLE 7 – BOARD OF DIRECTORS
Section 1. DEFINITION AND DUTIES OF THE BOARD OF DIRECTORS. The Board of Directors (the “Board”) is that group of persons vested with the management of the business and affairs of this Corporation subject to the law, the Articles of Incorporation, and these Bylaws.
Each Board member has corporate duties mandated by law and funding sources. Each Director will be asked to/and must participate in a planned orientation program, strategic planning, budget review, program evaluation, and community outreach activities.
Section 2. QUALIFICATIONS. Directorships shall not be denied to any person on the basis of race, creed, sex, religion, national origin, sexual orientation, gender identity or expression. Only dues paying members are eligible to become Directors.
Family members, business partners, or members of the same household may not serve on the Board of Directors concurrently.
Board candidates must sign the Conflict of Interest Standards set out in the Corporation’s Code of Ethics, which is part of the application for Board membership.
Section 3. NUMBER OF DIRECTORS. The Board shall have between 10 and 15 Directors.
Up to four positions will be available to allow the Board to appoint members who have
specific skills useful to the community or who may not have been available at the time of the election.
At least 2/3 of the Board members must be residents of Springfield Historic District.
Section 4. TERMS AND ELECTION OF DIRECTORS. The membership shall elect Directors at the annual meeting. A Director shall serve a term of three years. To ensure experienced leadership, approximately one-third of the Directorships shall be elected or appointed in alternate years.
All Directors will be limited to 2 consecutive terms, or no more than 6 consecutive years.
An appointed member may serve a three-year term and be reappointed by the Board or stand for election for an additional term.
Section 5. RESIGNATIONS. Any Director may resign at any time by delivering a written resignation to the President, Executive Director, or to the Secretary of the Corporation. Oral resignations require a letter from the Board accepting the resignation.
Section 6. REMOVAL. The Board at a meeting properly called in accordance with the terms of these Bylaws may vote to remove any Director at any time with cause. Cause is defined by the majority of the Board members present, which may include three absences at consecutive regular meetings or absence for more than 1/4 of the meetings during any twelve month period. If a Director finds it impossible to regularly participate, due to conflicts, it is his or her responsibility to resign in order to allow another person to fill this leadership position.
Section 7. VACANCIES. Resignations of Directors shall become effective immediately or on the date specified therein and vacancies will be deemed to exist as of such effective date. The remaining Directors may fill any vacancies on the Board by majority vote after review by the Governance Committee, and such Director so appointed shall serve for the remainder of the term of the directorship so vacated.
Section 8. BOARD REORGANIZATION MEETING. The annual election for the Board is held at the annual membership meeting.
The reorganization meeting shall be held as soon as practical after the election. At this meeting new Board members will take their seats and the entire Board will participate in an orientation and training program.
Section 9. REGULAR AND SPECIAL MEETINGS. The Board shall hold regularly scheduled monthly meetings. These meetings shall be held at the Corporation’s principal place of business or at any other place within the Springfield Historic District as the Board may designate by resolution duly adopted. Special meetings as deemed necessary may be called by the Board or the President.
Section 10. NOTICE OF SPECIAL BOARD MEETINGS. Notice of changes in Board meeting dates, times, or locations shall be given to each Board member no less than five (5) days prior to the meeting. For special Board meetings, Directors shall have a minimum of 24 hours’ notice.
Section 11. WAIVER OF NOTICE. Attendance by a Director at any meeting of the Board will constitute a waiver of notice of such meeting except where such Director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of business because the meeting is not lawfully called or convened.
Section 12. QUORUM. A majority of the incumbent Directors (not counting vacancies) shall constitute a Quorum for the conduct of business. At Board meetings where a quorum is present, a majority vote of the Directors attending shall constitute an act of the Board unless a greater number is required by the Articles of Incorporation or any provision of these Bylaws. Subsequent withdrawal of Board members shall not affect the validity of any action taken at the meeting or any adjournment. There shall be no proxy voting allowed.
Section 13. SELF DEALING. No Director shall use confidential information gained by reason of being a member of the Board for personal gain to the detriment of the Corporation. The Board may vote to remove any Director who so abuses confidential information, after giving prior notice of the meeting and proposed removal to each Director. Directors shall receive no compensation for their services.
ARTICLE 8 – NOMINATION PROCESS
Section 1. BOARD ASSESSMENT. To ensure the Board has a diversity of skills and representation, the Governance Committee is responsible for recruiting, screening and interviewing candidates before nominating a slate of candidates at the annual membership meeting.
Prior to recommending candidates, the Governance Committee is responsible for assessing the Corporation’s expertise and talents to determine gaps in skills and other important representation such as gender, residency, ethnicity, etc. In addition, the Committee will review the attendance of current Board members to consider renewing their terms once they have expired.
Based on the interview and supplemental information requested of the candidate, the committee will decide whether the candidate will be nominated. Candidates can only be nominated at the annual membership meeting once they have been interviewed and voted by the Governance Committee and the Board. There will be no nominations accepted from the floor.
Section 2. NOMINATION PROCESS. Prior to the annual membership meeting, the Governance Committee will mail to the membership an announcement on the availability of Board seats noting the criteria and expertise the Board is seeking. Members will be able to nominate interested individuals or apply themselves. Membership on the Governance Committee does not preclude such person from being nominated. Interested candidates will be asked to submit supplemental information and will be interviewed by the Governance Committee who will be responsible for presenting a slate of candidates to the Board and the Membership for approval.
Section 3. ELECTION PROCESS. Elections for the Board will be held at the Annual Membership meeting.
The election shall be conducted by the Governance Committee. Each verified member shall receive a ballot listing the nominees for the Board. Prior to the voting, the candidates will have an opportunity to make a brief self-introduction and answer any questions from members.
Depending on the number of nominees recommended, members have the right to vote for as many nominees as there are vacancies on the Board. The person receiving the largest number of votes cast for any individual candidate shall fill the first vacancy; the candidate receiving the second largest number of votes shall fill the second vacancy, and so on until candidates fill the total number of vacant Directorships. Cumulative voting for Directors is not permitted.
A run-off shall be held immediately in the case of a tie.
While the votes are being counted, the President may conduct other business on the agenda.
After the tally is completed, the Governance Committee Chairperson shall report results of the election to the membership. The President will swear in the new Directors. Immediately following adjournment, all Board members will convene to select a date for a special reorganization meeting at which the new Board members will be seated. At that time the entire Board will have an orientation and elect its officers for the upcoming year. The current Executive Committee will continue its duties until new officers are selected.
ARTICLE 9 - OFFICERS
Section 1. There shall be a President of the Corporation, Vice President, Secretary and Treasurer and such other officers as the Corporation shall find it appropriate to designate by amendment of these Bylaws.
Section 2. PRESIDENT. The President shall preside at meetings of the Corporation and shall have general charge and supervision of the affairs of the Corporation. The President shall have general supervision and direction over all other officers of the Corporation to see that their respective duties are properly performed and perform such other duties and have such other powers and authority as may be set forth elsewhere in these Bylaws or as may be prescribed from time to time by the Board. The President shall preside at all Board meetings.
Section 3. VICE PRESIDENT. The Vice President of the Corporation shall assist the President in the performance of his/her official duties. The Vice President shall also perform the functions and duties set forth under Section 2 of this Article 8 should the President be unable to perform them.
Section 4. SECRETARY. The Secretary shall maintain, all corporate records, except the financial records. The Secretary shall ensure the recording of all the minutes of the Board and the Corporation meetings and will give all notices as are required by law or these Bylaws, and generally, will perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws. All records will be maintained in the organization office.
Section 5. TREASURER. The Treasurer shall oversee the collection and disbursement of corporate funds and maintain financial records of the Corporation. The Treasurer shall keep full and accurate accounts of receipts and disbursements to be presented to the Corporation at its Board meetings and will render reports and accountings to the Directors as required by the Board, and will perform in general all duties incident to the officer of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws or which may be assigned from time to time by the Board. All records will be secured in the organization office.
Section 6. ELECTION AND TERM. The officers are elected each year as provided for in Article 8, Section 3; however, officers shall continue to serve until their successors are elected and installed.
Section 7. REMOVAL OF OFFICER. Any officer may be removed from office by the majority vote of the Board for good cause. The Board may determine good cause removal under the following circumstances: (i) absence from three consecutive meetings or absence from more than 1/4 of the meetings during a one year period; (ii) conduct not in support of the purposes of the Corporation; (iii) failure to perform duties and responsibilities of office to which elected; or (iv) failure to serve the best interest of the Corporation.
Section 8. VACANCIES. In the event an officer is no longer able to serve, for whatever reason, the Board will appoint an interim officer to complete the vacant term.
Section 9. EXECUTIVE DIRECTOR. The Board shall have the power to hire an Executive Director to serve at the Board’s discretion and to carry out the policies and programs established by the Board. The Executive Director shall be an ex-officio member of the Board and shall have the same rights and privileges as all other Board members, excluding, the right to vote.
Section 10. IMMEDIATE PAST PRESIDENT. The Immediate Past President shall be an ex-officio member of the Board and shall have the same rights and privileges as all other Board members, excluding, the right to vote.
ARTICLE 10 – INFORMAL ACTION
Section 1. WAIVER OF NOTICE. Whenever the law, the Articles of Incorporation, or these Bylaws, require the Board to give notice, a waiver of such notice in writing signed by the person or persons entitled to notice, whether before or after the time stated in such waiver, is sufficient. Such waiver must, in the case of a special meeting of members, specify the general nature of the business to be transacted.
Section 2. ACTION BY CONSENT. Any action required by law or under the Articles of Incorporation or by these Bylaws, or any other action which the members or Board may take at a meeting, they may also take without a meeting if all of the persons entitled to vote on a subject sign a consent in writing, setting forth the action so taken, and file the consent with the Secretary of the Corporation.
ARTICLE 11 – COMMITTEES
Section 1. STANDING COMMITTEES. The two standing committees of the Corporation shall be the Executive Committee and the Board Governance Committee.
Section 2. EXECUTIVE COMMITTEE. The Executive Committee shall consist of the four officers of the Corporation and up to two at-large board members. The Executive Committee shall have the authority to act on behalf of the Corporation between regular Board meetings. The Board must validate the actions of the Executive Committee at its next regular or special meeting. Any such action not so validated will not be legally binding on the Corporation. The President shall act as chairperson of the Executive Committee.
Section 3. BOARD GOVERNANCE COMMITTEE. The Board Governance Committee (the “Governance Committee”) shall consist of up to five members and shall be open to the membership. The President will appoint the Chairperson of this committee who shall be a current member of the board. The Chairperson and the President will jointly appoint other members to serve on the Governance Committee. The Governance Committee is responsible for ensuring the nomination process for both Directors and Officers is carried out annually consistent with the process outlined in Article 8. It is also responsible for insuring these Bylaws are periodically reviewed and relevant and that the Corporation’s committee structure is functioning.
Section 4. APPOINTMENT OF OTHER COMMITTEES. The Board may from time to time designate other committees as it sees fit. Such committees shall have and exercise such prescribed authority as is designated by the Board. The President shall have power of appointment of chairperson(s) of these committees. All such other committees shall be open to the membership. The Governance Committee will provide oversight on the appointment of committee members to ensure optimal functionality. The President shall have the power to appoint board members as board liaisons if the committee chair is not a board member.
Section 5. DUTIES OF STANDING COMMITTEES. The duties of the Executive and Governance Committees and all other standing committees are outlined in the Policies and Procedures Handbook.
All committees shall record minutes of their meetings and make them available to the Board. All committee members must be members of SPAR.
ARTICLE 12 – OPERATIONS
Section 1. FISCAL YEAR. The fiscal year for this Corporation will be October 1 through September 30.
Section 2. EXECUTION OF DOCUMENTS. Except as otherwise provided by law, all checks, drafts, promissory notes, and other evidences of indebtedness of this Corporation shall be signed by whomever the Board designates by separate resolution. All contracts, leases, or other instruments executed in the name of and on behalf of the Corporation shall be signed by the Executive Director and/or any of the Executive Committee Officers and will have attached copies of the resolutions of the Board certified by the Secretary authorizing their execution where appropriate. The President and Executive Director will report to the Board concerning such transactions.
Section 3. INSPECTION OF BOOKS AND RECORDS. All books and records of the Corporation may be inspected by any Member as provided for in Section 617.1602 of the Act.
Section 4. LOANS TO MANAGEMENT. This Corporation will make no loans to any of its Directors or Officers.
Section 5. AMENDMENTS. The Bylaws may be amended at any time by a vote of the 2/3 majority of Directors at a meeting where a quorum is present.
ARTICLE 13 – CODE OF ETHICS
It is imperative to the success of the Corporation that there be a fully informed, responsive, and reasonable Executive Committee and Board. To accomplish this end, Board members shall conduct themselves at all times in the best interest of the Corporation. In this regard each Board member shall abide by the following “Code of Ethics.” No code or set of rules can be framed which will particularize all the duties of a Board member. The following code of ethics is adopted by the Executive Committee as a general guide, yet the enumeration of particular duties should not be construed as denial of the existence of others equally imperative, though not specifically mentioned.
Board Members shall put forth their best effort to attend all meetings and constructively participate in the same.
Board Members shall be responsible for insuring that adequate and correct information is presented to their particular constituents.
Board Members shall neither by commission or omission foster false or misleading rumors within the community about the Corporation.
Board Members shall exercise good judgment in the control and use of confidential information that may from time to time come into their possession.
Each Board Member shall serve as a public relations agent for the Corporation and therefore shall work diligently and properly to promote its goals and objectives while keeping abreast with its overall progress.
Except for voting at properly called meetings of the Board, Board members shall refrain from entering into the direct day to day administration of the program unless they are doing so upon express authority given to them by properly adopted Resolution of the Board.
Conflict of interest and Nepotism. Board Members shall fully disclose at a meeting of the entire Board any and all family and/or financial relationship in regard to “any matter” which is recommended to the Board that the Board must vote upon. “Any matter” includes but is not limited to (a) the purchase or rental of goods; (b) provide direct or indirect financial assistance through investments, grants, loans or loan guarantees; “Financial relationship” but is not limited to: any direct or indirect financial interest in the specific sale or transaction, including a commission or fee, or share of the proceeds, the prospect of promotion, a profit, repayment of funds owed the individual by an assisted business, or any other form of financial reward.
Hiring of personnel. It shall be the policy of the Corporation that members of an immediate family or household or business shall not serve as staff concurrently.
“Family relationship” means immediate family, which includes:
Father Father in Law
Mother Mother in Law
Brother Brother in Law
Sister Sister in Law
Son Son in Law
Daughter Daughter in Law
The same relationships listed above are prohibited for concurrently serving members of the Board.
The Executive Committee shall be charged with the responsibility of reviewing any allegations of Board Members violating this code or acting in any way that is detrimental to the success of the Corporation. After full investigation, they will make recommendations to the full Board for final action.
ARTICLE 14 – PUBLIC STATEMENTS
Section 1. AUTHORITY TO MAKE STATEMENTS. No person except the President or an appointee shall be authorized to make any public statements, whether written or oral, purporting to represent the official policy, position, or opinion of this Corporation, without first having obtained the approval of the Board.
Section 2. LIMITATION ON STATEMENTS. Any person who is authorized to make any public statement, whether written or oral, purporting to represent the official policy, position, recommendation or opinion of the Corporation, shall first make it clear that he or she is representing the Corporation. Thereafter, throughout the entire presentation, he or she shall confine his/her presentation only to those matters that have been properly approved by the Corporation. He or she shall not at the same time present any statement purporting to represent any other firm, group, or organization or purporting to represent his or her own personal views.
Section 3. PERSONAL EXPRESSION. Individual Board members may express their personal opinions at public meetings, if they make it clear they are not speaking for the Corporation. They must also take into account their responsibilities under the Code of Ethics.
ARTICLE 15 – INDEMNIFICATION
Any person (and the heirs, executors and administrators of such person) made or threatened to be made a party to any action, suit or proceeding by reason of the fact that he is or was a Director or Officer of the Corporation shall be indemnified by the Corporation against any and all liability and the reasonable expenses, including attorney’s fees and disbursements, incurred by such Director (or by his/her heirs, executors or administrators) in connection with the defense or settlement of such action, suit or proceeding, or in connection with any appearance therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Director or Officer is liable for negligence or misconduct in the performance of his/her duties. Such right of indemnification shall not be deemed exclusive of any other rights to which such Director or Officer (or such heirs, executors or administrators) may be entitled under Florida law apart from this Article.
We, the undersigned, consent to, execute and adopt these Bylaws of Springfield Preservation and Revitalization Council, Inc. at a meeting duly held and called on the 19th day of October, 2015.
I hereby certify that I am the currently elected and acting Secretary of Springfield Preservation and Revitalization Council, Inc., and the above Bylaws, consisting of 13 pages, are the Bylaws of this Corporation as adopted by the Board of Directors at their meeting held on the 19th day of October, 2015 and that they have not been amended or modified since that date.