BY LAWS THE TALLAHASSEE - LEON SHELTER, INC. A NON-PROFIT ORGANIZATION ARTICLE I NAME AND PRINCIPAL OFFICE The name of this corporation shall be The Tallahassee-Leon Shelter, Inc. The principal office of the Corporation shall be at 480 W. Tennessee Street, Tallahassee, Florida 32303 with a change of address to the corner of W. Pensacola and W. Dupree Streets expected to occur in the year 2015. ARTICLE II PURPOSE AND MISSION OF THE CORPORATION The Tallahassee-Leon Shelter serves as this community s first responder to the needs of this area s homeless persons. Central to the Shelter s mission are a central-city location and an open-door policy, which enable it to provide an easily-accessible and safe haven for local and transient homeless individuals. The Shelter places particular emphasis on serving those individuals who have been or are likely to be homeless for a long period of time. These people include a growing number of persons who are aged, addicted, or physically or mentally ill, and possess only a marginal ability to provide for themselves. Because of the lack of adequate governmental services and support to meet their needs, such persons are totally reliant on long-term public charity. For anyone who comes to its door, The Shelter provides an immediate safety net, including emergency shelter, referral for services, and ongoing residential support and services, for as long as this assistance is wanted or needed. The Corporation shall have and may exercise any and all corporate powers granted by the laws of Florida and the United States. Said Corporation is organized exclusively for charitable, educational, and scientific purposes within the meaning of Section 501 (3) of the Internal Revenue Code of 1950. ARTICLE III PROHIBITED ACTIVITIES Notwithstanding any other provisions of its By-Laws or the Articles of Incorporation, this Corporation shall not conduct or carry on any otherwise permitted activities that are prohibited under Section 501 (3) of the Internal Revenue Code now existing or hereafter amended. This prohibition also applies to the use of contributions which are deductible under Section 170 (e) (2) of the Internal Revenue Code now existing or hereafter amended. Board amended and adopted 8/28/2014
ARTICLE IV NOTICE Whenever notice is required by these By-Laws, such notice may be delivered by person-toperson (in hand or by telephone), by U.S. Mail, by wire, or by electronic transmission (e-mail or facsimile transmission) provided, however, that if a board member submits a statement in writing to the Secretary of the Board of Directors with a copy to the Shelter s Executive Director that the board member does not want to receive notice by electronic transmission or by facsimile transmission, then only notice in hand, by telephone, by U.S. Mail or by wire shall suffice as sufficient notice to that board member. Where person-to-person delivery is made, it shall be made by an officer of the Board or by a person designated by the Board for this purpose. ARTICLE V DIRECTORS BOARD OF DIRECTORS The business of the Corporation shall be managed and its corporate powers exercised by a Board of Directors of not less than three (3) or more than nineteen (19) directors, which number shall be determined by the Board from time to time as necessary. It shall not be necessary for directors to be residents of the State of Florida. ELECTION AND TERM OF DIRECTORS Directors shall be elected at the annual meeting of the Board of Directors by majority vote of the directors present. In the event that the number of directors serving is not equal to the maximum number of directors authorized by these By-Laws, the Board may elect a director at any time, in which event that director s term shall be deemed to begin at the next annual meeting of the Board. Each director elected shall hold office until expiration of the director s term, or otherwise, until resignation or removal. The Board of Directors in its discretion may elect a director who shall serve with voice but not vote in the management of the Corporation. Directors shall serve a term of four (4) years and may serve one successive term. A director may be re-elected to the Board after a period of one (1) year. VACANCIES Any vacancy occurring on the Board of Directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, even though less than a quorum. A director elected to fill a vacancy shall hold office until the end of the term of the director whose seat is filled. At the end of the term, the new director may serve two full terms thereafter under the term limits imposed by these By-laws. VOTING A director may vote in person, by proxy executed in writing including in an e-mail, or by duly authorized attorney in fact. A written proxy allows the holder of the proxy to cast a vote for any matter that is presented at the meeting and counts toward the establishment of a quorum. The giver of the proxy may limit the proxy in writing; a proxy that is not limited allows the holder to vote on any matter that is presented for decision or that arises at the meeting for decision and may be used for the establishment of a quorum.
REMOVAL OF DIRECTORS Any or all directors may be removed with or without cause by vote of majority of all directors present and entitled to vote at a special meeting of directors called for that purpose. RESIGNATION A director may resign at any time by giving written notice to the Board of Directors, the Chair or the Secretary of the Corporation. Unless otherwise specified in the notice of resignation, the resignation shall take effect upon receipt thereof by such officer, and the acceptance of the resignation shall not be necessary to make it effective. A director who misses three consecutive regular meetings will be deemed the have submitted a resignation in the manner here prescribed, unless such absences have been excused by the Board upon written request of the director. REINSTATEMENT On written request signed by a former director and filed with the secretary, the Board of Directors, by the affirmative vote of a majority of the board, may reinstate a member to membership on such terms as the Board of Directors may deem appropriate. QUORUM OF DIRECTORS A majority of directors shall constitute a quorum for the transaction of business. If, at any meeting of the Board of Directors, there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned. Proxies in writing count toward a quorum and may be used to establish a quorum. PLACE AND TIME OF BOARD MEETINGS The Board of Directors may hold its meeting at the office of the corporation or at such other places, either within or without the State of Florida, as it may from time to time be determined. Participation in a meeting by communication methods whereby all persons can hear each other at the same time shall constitute presence in person at a meeting. REGULAR ANNUAL MEETING The annual meeting of the Board of Directors of directors shall be held at the time of the regularly scheduled directors meeting in the month of October. NOTICE OF MEETINGS OF THE BOARD Regular meetings of the Board of Directors may be held at such time and place as the Board shall determine from time-to-time provided the time and date of a Regular Meeting is provided at the Regular Meeting that immediately precedes it. No further notice is necessary for a Regular Meeting. Special Meetings of the Board of Directors may be called by the Chair or by the Secretary or by any two members of the Board. Notice of Special Meetings as provided in Article IV must be given to all members of the Board. DUTIES AND POWERS OF DIRECTORS The Board of Directors shall have the authority to: a. Establish the size of the Board of Directors.
b. Hold meetings at times and places as may be deemed proper and necessary. c. Elect, suspend or expel members. d. Appoint committees to carry out the duties of the Board for designated purposes. e. Audit bills and disburse funds of the organization. f. Print and circulate documents and publish articles. g. Carry on correspondence and communicate with other associations or persons. h. Employ and terminate agents. i. Devise and execute such other measures as it deems proper and expedient to promote objective of the organization and protect the interests and welfare of the members. j. Remove any or all of the officers of the organization with or without cause prior to the expiration date of such officer s or officers term. k. Elect substitute directors in the event a director resigns or is removed from office prior to the expiration date of such officer s term of such office. l. Adopt an annual budget for the organization s fiscal year by the end of the fiscal year (presently September 30). m. Hire an Executive Director and retain or terminate any person who holds the position based on an annual performance review and/or whenever it appears to the Board that the best interests of the Shelter requires personnel action with regard to the Executive Director. n. Adopt policies that support the Board s exercise of its duties and powers and/or the Executive Director s exercise of the management of the Shelter and its day-to-day operations. o. Exercise other such duties and responsibilities as required by statute or otherwise necessary to the prudent management of the Corporation. ELECTION AND TERM ARTICLE VI OFFICERS A. The Board of Directors may elect or appoint a Chair, a Vice-Chair, a Secretary, and a Treasurer, and such other officers as it may determine, who shall have such duties and powers as hereinafter provided.
B. In the event of death, resignation, or removal of an officer, the Board of Directors in its discretion may elect or appoint a successor to fill the remaining term. following the expiration of the first term. C. Officers shall serve a term of two years and may be re-elected once immediately following the first term. D. The Board of Directors in its discretion may, in the second year of the Vice-Chair s term, express its intent that the Vice-Chair shall succeed the Chair at the next regular election, provided, however, that such intent may be rescinded by a majority vote of the Board at any time prior to such succession. CHAIR The Chair of the Board of Directors shall, subject to the direction of the Board, have general supervision, direction, and control of the Corporation. The Chair shall set the agenda for and preside at all meetings of the Board of Directors. The Chair may sign with the Executive Director any and all documents, instruments, or contracts when required by law or when required by the parties to an instrument or contract. VICE-CHAIR The Vice-Chair shall serve as the Chair Pro Tem in the absence or disability of the Chair and perform the duties and exercise the powers of the Chair. The Vice-Chair shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. SECRETARY The Secretary shall be responsible for keeping a book of minutes at the principal office, or such other place as the Board of Directors may order, of all meetings of the Board of Directors and the members. The book shall contain the time and place of meetings, whether regular or special, and if special, how it was authorized, the notice thereof, the names of those present at the meetings, and the proceedings thereof. The Secretary shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors. The Secretary shall be assisted by the staff of the Corporation as needed in the performance of the duties assigned to the Office of the Secretary. TREASURER The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation. The books of account shall at all reasonable times be open to inspection by any Director. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Corporation, with such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors; shall render to the Board of Directors, whenever they require it, an account of all transactions authorized by the Treasurer and of the financial conditions of the Corporation; and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.
RESIGNATIONS Any officer may resign at any time by giving written notice to the Board of Directors or to the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. TENURE OF OFFICE; REMOVAL FROM OFFICE All officers shall serve for a term of two years. Any officer of the Corporation may be removed from office by a majority vote of the directors at any regular or special meeting of the Board of Directors, when in the directors judgment the best interests of the Corporation will be served thereby. VACANCIES Any vacancy in any office may be filled by the affirmative vote of a majority of the Board of Directors. An officer elected to fill a vacancy shall hold office unit the end of the term filled. ARTICLE VII COMMITTEES OF THE BOARD EXECUTIVE COMMITTEE The Board of Directors shall have an Executive Committee composed of the Officers of the Board, the Executive Director of the Shelter, and one other person designated by the Board. The Executive Committee shall be empowered to take by majority vote emergency action on behalf of the Board; provided, however, that any emergency action so taken shall be effective only until such action is ratified by a quorum of the Board at a regular or special meeting of the Board. OTHER COMMITTEES The Board of Directors may designate from among its members one or more of their number to one or more committees, which, to the extent provided by the Board, may exercise the powers of the Board of Directors in the management of corporation business. Non-members of the Board may be appointed to committee of the Board provided the committee has at least one member who is a member of the Board of Directors. GOVERNANCE AND DUTIES The members of a committee shall elect its own chair by majority vote and shall establish its own methods of decision making. Committees shall have the authority to exercise those duties or perform those tasks assigned to it which are essential to the operation of The Shelter and do not require authorization by the Board of Directors. Committees shall recommend to the Board of Directors such actions as they deem necessary for the prudent and successful management of the Corporation. Committees shall review and make recommendations regarding any proposals or decisions referred to them by the Board of Directors. Recommendations of a Committee shall be presented to the Board of Directors for ratification by placement on the consent agenda of the next regular meeting of the Board. Documents or reports in support of a recommendation shall be submitted in writing for distribution to the Board of Directors with its agenda.
ARTICLE VIII BOARD OF ADVISORS ELIGIBILITY AND QUALIFICATIONS The Board of Directors may in its discretion establish a Board of Advisors and appoint persons to serve thereon. Advisors shall serve at the pleasure of the Board of Directors and may be removed by the Board of Directors with or without cause. Advisors shall provide special expertise and services to the Corporation. Advisors shall not be limited in their term of service. MEETINGS Advisors shall not be required to meet together other than at the specific request of the Board of Directors, and no quorum shall be required for a meeting. Advisors may be invited to attend any meeting of the Board of Directors in an advisory capacity. Upon designation by the Board of Directors, Advisors may serve on the Committees of the Board and may exercise voting privileges in committee upon authorization by the committee. INTERESTS OF ADVISOR No advisor to the Corporation shall have any vested right to, privilege of, or interest in the assets, functions, affairs, or franchises of the Corporation. ARTICLE IX EXECUTIVE DIRECTOR The Executive Director is the chief executive officer of the corporation. The Board of Directors is responsible for employing a salaried staff executive to serve as the Shelter s Executive Director. The Board sets the terms and conditions of employment of the Executive Director. The Executive Director shall be responsible for all the day-to-day operations and management functions of the Shelter. The Executive Director shall manage and direct all activities of the Shelter in accordance with policies established by the Board of Directors and shall be responsible to the Board. Within his or her authority, and in the course of his or her duties, the Executive Director shall: (a) employ, manage and discharge all members of the staff necessary to carry out the work of the Shelter, and fix their compensation within the budget approved by the Board of Directors; (b) define the duties of the staff, supervise their performance, and establish titles, and delegate those responsibilities of management as shall, in his or her best judgment, be in the best interest of the Shelter. Serving as an ex officio member without a vote, the Executive Director shall attend all meetings (with the exception detailed below related to the Executive Director s performance review and compensation) of the Board of Directors, the Executive Committee and, as directed by the Board of Directors, any other committee established by these By-laws or the Board of Directors. The Executive Director shall not attend that part of any meeting of the Board or a committee of the Board during which the Executive Director s performance is reviewed and/or compensation set except that part of a meeting at which the Board invites the Executive Director to be present to discuss directly with the Executive Director the results of the Board s review of the Executive Director s performance and compensation.
ARTICLE X MISCELLANEOUS FISCAL YEAR The fiscal year of the Corporation shall begin October 1 st September 30 th of the following year. of each year and shall end CORPORATE RECORDS The Corporation shall keep at such place as the Board of Directors may order, a book of minutes of all meetings of its Directors and of its members, with the time and place of holding, whether regular or special. If a meeting is special, the minutes shall show how the meeting was authorized, the By-Laws providing for such authorization, the names of those present at the meetings, and all proceedings thereof. WAIVERS OF BY-LAWS Whenever any copy of by-laws is required to be given to members or the Board of Directors of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such by-laws, whether before or after the time stated herein, shall be deemed equivalent to the giving of such by-laws. GOVERNANCE The Board of Directors shall by majority vote determine the method of governance by which the affairs of the Corporation shall be managed. A director may vote in person or by proxy executed in writing by the member, or by duly authorized attorney in fact. ARTICLE XI AMENDMENT OF THE BY-LAWS These By-Laws may be altered, amended or repealed, and other by-laws may be made and adopted, upon majority vote by the Board of Directors at any annual or regular meeting, or at any special meeting called for that purpose.