Bylaws for Charley s Angels Team Florida Inc. (Early Response Group) BYLAWS OF Charley s Angels Team Florida Inc. Early Response ARTICLE I - NAME, PURPOSE, MISSION STATEMENT, PRINCIPAL OFFICE, NONPARTISAN ACTIVITIES, DEDICATION OF ASSETS Section 1: Name: The name of the organization shall be Charley s Angels. Section 2: Purpose: Charley s Angels is organized exclusively for charitable and educational purposes, more specifically, (1) to provide services to the homeless and economically disadvantaged as needs arise; (2) to help prevent homelessness by promoting community awareness and education, with a special emphasis on impoverished children and their families; (3) to provide Early Response in disaster recovery efforts in Pasco County and surrounding areas, to provide assistance to affected individuals who are in need and do not have the necessary resources to recover from a disaster, especially the physically infirm and the economically disadvantaged; (4) to promote volunteer disaster training opportunities through the cooperative efforts of faith-based and humanitarian services organizations. Section 3: Mission Statement: Charley s Angels is a crisis-relief organization that encourages the cooperative efforts of churches, humanitarian organizations and businesses. Charley s Angels mission is to empower and resource the disabled, elderly, and impoverished families in Pasco County and surrounding areas. Section 4: Principal Office: The initial principal office of the corporation shall be located in the United States of America. Jan Martine may change the location of the principal office at any time, provided that the principal office continues to be located in the United States of America. Section 5: Nonpartisan Activities: This Corporation has been formed under the Florida Not for Profit Corporation Act (the "Law") 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.
Page 2 of 10 ARTICLE II VOLUNTEER / MEMBERSHIP Section 1: Eligibility: Eligible members / volunteers shall consist of trained, caring people who promise to continue with training opportunities such as CERT, SERT, VIP etc. Members / volunteers will also promise to give at least 20 hours a month of their time to the organization, also members/volunteers will continue raising funds for Charley s Angels. Section 2: Voting: Members do not hold voting power. Section 3: Enrollment; Recording of Membership; Termination of Membership: Members shall complete a Release and Waiver of Liability form, which shall serve the dual purpose of enrollment form. The Secretary shall keep a current list of all members based upon completed forms as part of the Corporation s records. Members shall inform the Secretary of changes to original enrollment information. Members can resign at any time, but must inform the Secretary either verbally or in writing so that the Corporation s records can be kept current. ARTICLE III MEETINGS AND MOTIONS TO BE HEARD Section 1: Annual Meeting. The date, time and place of the regular annual meeting shall be set by the Board of Directors. Section 2: Regular meetings. The regular meeting of Charley s Angels shall be the second Sunday of each month at after church at the Martine s home, unless otherwise notified it will be held at the USA Flea Market on North Street. Booth 21. Notice shall be given to each member by e-mail, text messaging or phone call as soon as reasonably practical in the event that the regular meeting time, scheduled day, or location is changed. Section 3: Special Meetings. Special meetings may be called by the Chair, Board of Directors or the Executive Committee. Notice of special meetings shall be given to each member by e-mail, text messaging or phone call as soon as reasonably practical. Section 4: Emergency Meetings. Notice of emergency meetings shall be given to each member by e-mail, text messaging or phone call as soon as reasonably practical. Section 5: Making a motion. All discussions will be heard from Board members, volunteers and honorary members. A motion can only be made by the Board and/or members. The Chair cannot make a motion.
Page 3 of 10 ARTICLE IV - BOARD OF DIRECTORS Section 1: Powers. Subject to the provisions and limitations of any applicable laws, the business and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of Jan and Wayne Martine. The name and the logo for Charley s Angels Team Florida Inc. is owned by them. The Board is responsible for overall policy and direction of the organization and may delegate responsibility for dayto-day operations to any or all of the Committees. All volunteers have a say and their opinions will matter and carry value. Section 2: Number of Directors. The Board shall have up to 9 and not fewer than 3 members. Section 3: Fees and Compensation: Directors and officers may not receive any compensation for their services as such, but may receive reasonable reimbursement of expenses incurred in the performance of their duties, as may be fixed or determined by resolution of the Board of Directors, but only provided that there are funds available in Charley s Angels account for such reimbursement. If there are no funds in the account Charley s Angels can not reimburse for expenses. Section 4: Meetings. The Board shall meet at least once a month, at an agreed upon time and place. Section 5: Quorum. A Quorum consists of a majority of current directors, but in no event fewer than three directors. A quorum must be present before business can be transacted or motions made or passed. Section 6: Notice. An official Board meeting requires that each Board member have notice one week in advance, and a reminder upon request from the Secretary. Section 7. Officers and Duties: There shall be at least four officer positions on the Board, consisting of a Chair, Vice Chair, Secretary, Medical Officer and / or Treasurer. In the event that there are less than four Board members at any time, then the other officers shall perform the duties of the vacant officer position until the vacancy is filled. The Board can represent the membership in dealings with the public, government agencies and related organizations as long as they stay within the bylaws and rules of Charley s Angels. Their duties are as follows: The Chair shall convene regularly scheduled Board meetings and call them to order on time and determine that a quorum is present before proceeding with the meeting. ( the Chair does not have to announce that a quorum is present) The key duties for presiding at meetings are to keep order, be fair and impartial, and protect the rights of all members and preside at or arrange for other members of the Executive Committee to preside at each meeting in the following order: Vice-Chair, Secretary and Treasurer. To keep order in a meeting, the Chair should be thoroughly familiar with the bylaws and other rules of the organization. The Chair should be familiar with any unfinished business
Page 4 of 10 and any new business that must appear on the agenda for each meeting and will review the agenda in advance of each meeting. The Chair will bring to each meeting the bylaws, rules, membership list, a list of committees and their membership and the agenda. The Chair protects the rights of the members by personally following the bylaws. The Chair upholds the bylaws and other rules of the organization and enforces them by informing the members when bylaws are ignored or disobeyed. The Chair rules out of order all motions that conflict with the bylaws and other governing documents of the organization, as well as any motions that violate local, state, or national statutes or regulations. If members propose a motion that conflicts with the bylaws, the Chair should rule the motion out of order and explain the procedure for amending the bylaws. The Chair appoints all committee chairs. The Chair is the spokesperson for Charley s Angels unless the Chair has appointed a Public Relations person to the Board. The Vice Chair shall preside when the Chair is unable to be at a meeting or when the Chair has to step down from the chair because he or she wishes to debate an issue. The Vice-Chair will chair committees on special subjects as designated by the Board. The Vice-Chair and the Secretary will prepare the agenda before each meeting and present the agenda to the Chair one day in advance of each meeting. If Standing Committees or other organizations are to give reports, the Vice-Chair should call, fax or e-mail such Committees and organization members prior to the meeting to determine if they have a report to give so that it can be put on the agenda. Only those who have indicated in advance that they have a report to give may be called upon to give their report. The Vice- Chair shall assist the Treasurer with budget preparation and fundraising plans and shall assist with accounting records as called upon to do so by the Board. The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained. The Secretary shall sign all minutes unless the bylaws specify differently. The Secretary shall notify members of their election to office or appointment to committees, and furnish them proper documents. The Secretary shall bring to each meeting the minutes book, bylaws, rules, membership list a list of committees and their membership, the agenda, records, ballots and any other necessary supplies. The Treasurer shall make a report at each Board meeting. The Treasurer shall Chair the Finance Committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public. 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, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The Treasurer shall deposit or cause to be deposited all moneys 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 or cause to be disbursed the funds of the corporation as may be ordered by the Board of Directors, and shall render to the
Page 5 of 10 Board, whenever they request it, an account of all of the Treasurer's transactions as Treasurer and of the financial condition of the corporation. The Chief Medical Officer shall hold all medical release and release and waiver of liability forms. The Chief Medical Officer will be responsible in ensuring that the first aid supplies are fresh and in supply before a trip. The Chief Medical Officer can appoint another volunteer to check on workers making sure they are getting plenty of water and rest to prevent sun stroke or exhaustion. A Chief Medical Officer is responsible for coordinating all volunteers and patients medical needs and safety. The CMO is responsible for the supervision and CPR and First aid training. And maintain all documentation and physician orders for each volunteer and patient. The Compassion Team Leader volunteer is the backbone of Charley s Angels. We know that without Spiritual Guidance we can do nothing. This team will commit to pray daily concerning very specific things for the whole Charley s Angels Team. Compassion Team Leader must communicate effectively with others, an encourager and able to commit to daily prayer on behalf of the Charley s Angles Team. Section 9: Independent Actions of Officers: With regard to the corporate purpose or the business and affairs of the corporation, an officer shall not act independently of the Board or contrary to Board determinations. In the event that an officer acts independently of the Board or contrary to Board decisions, such officer shall be subject to involuntary dismissal from the Board. Section 10: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term. Section 11: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be removed for excessive, unexcused absences from Board meetings. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors. Section 12: Special Meetings. Special meetings of the Board shall be called upon the request of the Chair or one-third of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member postmarked, faxed or e-mailed two weeks in advance unless there is an emergency, in which case notice shall be given as soon as reasonably practical. Section 13: Standard of Care. A director shall perform the duties of a director, including duties as a member of any Committee on which the director may serve, in good faith, in a manner such director believes to be in the best interest of Charley s Angels and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation
Page 6 of 10 would use under similar circumstances. In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by: (a) one or more officers, employees or members of the corporation whom the director believes to be reliable and competent in the matters presented; (b) counsel, independent accountants or other persons as to matters which the director believes to be within such person s professional or expert competence, or (c) a committee of the board upon which the director does not serve, as to matters within its designated authority, which committee the director believes to merit confidence; so long as in any such case, the director acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted. A person who performs the duties of a director in accordance with the above shall have no liability based upon any failure or alleged failure to discharge that person's obligations as a director. Section 14: Self-dealing transactions; Conflict of interest: Each Director and Committee member shall read, acknowledge and abide by the Charley s Angels Conflict of Interest Policy. Each Director and Committee member shall, on an annual basis, or upon election to the Board if filling a vacancy, execute the acknowledgment and agreement to abide by the Conflict of Interest Policy and deliver such acknowledgment and agreement to the Secretary, to be held as a corporate record. Refusal to execute the acknowledgment and agreement shall be cause for removal from the Board or Committee. The Conflict of Interest Policy shall be incorporated into the bylaws by reference and attachment hereto. ARTICLE V - COMMITTEES Section 1: The Board may create committees as needed, such as Fundraising, Housing, Audit, Finance, and Volunteer. The Board Chair appoints all Committee Chairs. Section 2: A Committee can do only what the organization asks it to do; it cannot act independently of the organization. In the event that a committee member acts independently of the Board or contrary to Board determinations, such committee member shall be subject to involuntary dismissal from the committee. However, if a committee originates an idea that it feels will benefit the group, it can bring the idea to the assembly in the form of a motion. All new members to each committee shall be appointed by the Board Chair. The committee Chair is the most important member of a committee. He or she is responsible for calling the committee meetings, overseeing all work, and completing the work. The committee Chair should be someone who is enthusiastic about the committee work, has time to devote to the committee, and has knowledge of or experience with the particular work. This person should also be able to work with and inspire others to perform the duties of the committee. It is the position of Charley s Angels that committee work is teamwork and is to be treated as such. Section 3: Standing Committees: Standing Committees are Case Management, Volunteer, Fundraising, Audit, Finance, Housing and Food. These are considered a permanent part of the organization. Members of the Standing Committees shall elect new
Page 7 of 10 officers once a year, but the purpose, functions and duties of each Standing Committee shall not change. The Standing Committees have certain functions to perform that are essential to the harmonious operation of the organization. When the Board or the membership receives business that is connected with the work of a Standing Committee, it will refer that business to the correct committee. The committee will investigate and then report back to the Board and Executive Committee. Section 4: Executive Committee: The Executive Committee is made up of all Committee Chairs. The Committee Chair shall preserve all documents given to him or her and return them to the Secretary in the same condition in which they were received. In Standing Committees, the Committee shall keep a record of its activities and place them in a file. This file becomes a continuous record of the activities of the Committee and is given to the new Committee Chair each year. Section 5: Case Management: The Case Management Committee shall be the first volunteers to visit disaster areas and make an assessment and report back to the Board and the Executive Committee only. All names and personal information of persons affected by disaster are private and confidential. Volunteers will be on a need to know basis concerning personal information of such persons. The Board Chair and at least two other Board members must be on this committee. Section 6: Volunteer Committee: The Volunteer Committee shall be responsible for recruitment of new members and non-member volunteers through membership drives and other activities. The Volunteer Committee Chair shall obtain a waiver and release form from each member and other volunteer prior to allowing any work at a disaster area. The Chair shall keep record of such waiver and release forms and shall make a list of all members and non-member volunteers that have signed the forms. The Volunteer Committee shall contact faith-based and humanitarian organizations to keep them apprised of activities of the Corporation and shall enlist their assistance in recruiting members and non-member volunteers. The Volunteer Committee shall also contact community businesses to enlist assistance in the form of goods or services for disaster victims. Section 7: Audit Committee: There shall be an Auditing Committee to audit Charley s Angels books by the end of the fiscal year and report to the Board at the May meeting. Section 8: Fundraising Committee: The Fundraising Committee will work with the Treasurer, Finance Committee and Executive Committee to have a common goal regarding allocation of funds. Section 9: Housing & Food Committee: The Housing & Food Committee will be in charge of finding temporary housing, provided through outside organizations, food and other needs, such as clothing and toiletries, for disaster victims and will be working with the Board and outside organizations.
Page 8 of 10 Section 10: Committee Selection: All Committees are subject to approval to continue for the coming year at the annual meeting. Committees will have a minimum of four members. Section 12: Other Committees: A majority vote of the Board can establish other Committees. Section 113: Special Committees: This Committee is created to perform a specific task and is dissolved when the task is completed and the final report is given. The Board should not create a Special Committee to do something that is within the designated function of a Standing Committee. A Special Committee has two functions. One is to investigate, and the second is to carry out the specific task. Example: The Board is looking to purchase a storage container or piece of property, this committee investigates prospects and reports back to the board. Then the board and members vote on it and if it is agreeable the committee then carries out the transaction on behalf of Charley s Angels and gives a final report.now this special committee is dissolved. ARTICLE VI RECORDS AND REPORTS Section 1: Maintenance and Inspection of Articles and Bylaws: The corporation shall keep at its principal office the original or a copy of its Articles of Incorporation and bylaws as amended to date, which shall be open to inspection by the directors at all reasonable times during office hours. Section 2: Maintenance and Inspection of Federal Tax Exemption Application and Annual Information Returns: The corporation shall keep at its principal office a copy of its federal tax exemption application and its annual information returns for three years from their date of filing, which shall be open to public inspection and copying to the extent required by law. Section 3: Maintenance and Inspection of Other Corporate Records: The corporation shall keep adequate and correct books and records of accounts, and written minutes of the proceedings of the board and committees of the board. All such records shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal office of the corporation. The minutes shall be kept in written or typed form, and other books and records shall be kept either in written or typed form or in any other form capable of being converted into written, typed, or printed form. Upon leaving office, each officer, employee, or agent of the corporation shall turn over to his or her successor or the president, in good order, such corporate monies, books, records, minutes, lists, documents, contracts or other property of the corporation as have been in the custody of such officer, employee, or agent during his or her term of office. Section 4: Right to Inspect: Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the corporation and each of its subsidiary corporations. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts of documents.
Page 9 of 10 ARTICLE VII EXECUTION OF CORPORATE INSTRUMENTS Section 1: Execution of Corporate Instruments: The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except when otherwise provided by law, and such execution or signature shall be binding upon the corporation. Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the corporation, promissory notes, deeds of trust, mortgages, and other evidences of indebtedness of the corporation, and other corporate instruments or documents shall be executed, signed, or endorsed by the Chair. All checks and drafts drawn on banks or other depositories on funds to the credit of the corporation, or in special accounts of the corporation, shall be signed by such person. Section 2: Loans and Contracts: No loans or advances shall be contracted on behalf of the corporation and no note or other evidence of indebtedness shall be issued in its name unless and except as the specific transaction is authorized by the Board Officers. Without the express and specific authorization of the Chair, no officer or other agent of the corporation may enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Section 3: Execution of Checks on Behalf of Charley s Angels: Checks require the signature: of the Chair and / or the Treasurer. The Vice-Chair shall be substituted as the second required signature only in the following situations: (1) the check is made out to the Chair for reimbursement of reasonable expenses; or (2) there is an emergency requiring a check and the Chair or Treasurer is unavailable to sign the check. ARTICLE VIII FISCAL YEAR Section 1: Fiscal Year: The fiscal year for this corporation shall begin on January 1 st and shall end on December 31 st. ARTICLE IX CONSTRUCTION AND DEFINITIONS Section 1: Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the Law as amended from time to time shall govern the construction of these bylaws. Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term "person" includes a corporation as well as a natural person. If any competent court of law shall deem any portion of these bylaws invalid or inoperative, then so far as is reasonable and possible (i) the remainder of these bylaws shall be considered valid and operative, and (ii) effect shall be given to the intent manifested by the portion deemed invalid or inoperative.
Page 10 of 10 ARTICLE X - AMENDMENTS Section 1: These Bylaws may be amended at any regular or special meeting when necessary by a two-thirds majority of the Board of Directors, providing that previous notice was given at the prior meeting in writing and then sent to all members of by Charley s Angels Secretary. Previous notice can be sent by postal mail, email, or fax. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements. These Amended Bylaws were approved at a meeting of the Board of Directors of Charley s Angels Inc. on the 1 st. day of January, 2010. I, Jan Martine,Chair, certify that these Amended Bylaws were approved as stated above. Signature: Date: