CARIBBEAN-AMERICAN FOR COMMUNITY INVOLVEMENT OF FLORIDA INC.
As amended in September 2005
Introduction: The Caribbean-American for Community Involvement of Florida Inc. (CAFCI) was founded by a group of residents of the Palm Beach County. The organization was incorporated as a non-profit corporation under the provisions of Chapter 617 of the Florida Statutes. The name of the organization shall be “Caribbean American for Community Involvement of Florida Inc”, hereinafter referred to as the Organization.
GENERAL AND SPECIFIC PURPOSES
(a) The specific and primary purposes for which the corporation is formed are to operate for the furtherance of the common good and general welfare of the community through social, educational and cultural interaction and exchange, and for other charitable purposes, by the distribution of its funds for such purposes, more particularly:
Foster a cooperative spirit amongst residents of Caribbean Lineage, their associates and neighbors to promote programs that enhance both Caribbean and American cultural values thereby strengthening common bonds
sponsor educational forums bearing on the economic, legal, medical and environmental advances which encourage healthier and better quality of life.
Provide the impetus for members to participate in national, historical and Patriotic endeavors and encourage participation in civic and social
concerns in their immediate community with a view to combating community deterioration.
Provide members and friends to participate in group cultural activities.
Provide volunteers from amongst membership to assist in program that enhance the social welfare of local senior citizens
(b) The general purposes for which this corporation is formed are to operate Exclusively for charitable, religious, educational and/or scientific purposes as an exempt organization under Section 501(C) of the internal revenue code or corresponding provisions of any subsequent federal tax laws, including, for such purposes, the making of distributions to organizations which qualify as tax-exempt organizations under that Code.
This Corporation shall have a perpetual existence.
Membership in the organization shall be open to all persons over eighteen years of age, of good moral character, and who have exhibited an interest and desire to support the goals and purposes of the Organization.
Requests for membership shall be submitted on an official application form to the Membership Committee and supported by recommendation of at least one (1) member in good standing and requisite fee (i.e. current fees and or dues applicable and in effect at that time) Approval shall be by affirmative vote of a majority of the Board of Directors.
Each member in good standing shall be entitled to one (1) vote on each and every matter submitted to a vote of members.
Membership is renewable each year by the payment of the annual dues on or before the first general meeting in January . Should a member fail to pay the annual dues, that person shall be declared “delinquent” by the Board. Further, that person is deemed to be “not in good standing” and hence, ineligible to vote. Reinstatement to membership shall be payment of the annual dues anytime during the current year. Late fees may be assessed. .Notification for dues payment shall be issued in October of the previous year.
Resignation from membership shall be in writing and addressed to the Secretary of the Organization.
The corporation shall have a membership distinct from the Board of Directors. The authorized number and qualifications of the members of the corporation, the manner of their admission, the different classes of membership, if any, the property, voting, and other rights and privileges of members, and their liability for dues and assessments and the method of collection thereof, shall be set forth in the bylaws.
Any member may be suspended from a particular meeting or have his/her membership revoked for serious and repeated breaches of order or conduct. Such disciplinary procedures shall be in accord with the provisions of the “Robert’s Rules of Order.” Any suspension or revocation shall be by motion and majority vote of the members of a specially called meeting of a review committee appointed by the board
MEETINGS AND QUORUM
General meetings shall be held on the second Saturday of each month or as determined by the Board of Directors. The Annual Meeting shall be in the general meeting in December.
Special meetings may be held provided notification is given at least (5) five days in advance, specifying the purpose and agenda. Special meetings may be called by either the President or the majority of the Board of Directors.
A quorum for the transaction of business at, annual, general, and special meetings shall be twenty-five percent (25%) of the membership in good standing and in attendance.
Regular scheduled dates for committee meetings must be reported to the Secretary and cleared by the President to avoid conflicts in scheduling. Those persons present at committee meetings shall constitute a quorum for the transaction of business.
Notice of general meetings shall be given to each member at least seven days in advance should there be a change from the second Saturday in each month.
The Order of Business at general meetings may be:
Calling of meeting to order
Secretary’s report and reading of minutes of previous meeting
Correspondence Secretary’s report
Report from members
Election of officers at annual meetings
Program – a scheduled activity
The Board of Directors shall meet on the fourth Thursday of each month. Any other time should events warrant or the President determines.
OFFICERS – EXECUTIVE COMMITTEE
The following six (6) Officers shall constitute the Executive Committee: President, 1st and 2nd Vice Presidents, Treasurer, Secretary, and Corresponding Secretary. Other designees as appointed by the Board of Directors are not members of the Executive Committee.
A candidate for a position on the Executive Committee shall have had at least one full year in good standing as a member of CAFCI.
Officers shall be elected by a plurality vote of the Board of Directors, immediately following the election.
Term of the office shall be one (1) year. Filling an unexpired term shall be considered a term in office. An officer may serve multiple terms on the Executive committee, however, neither the President nor the First and Second Vice President shall serve more than four (4), one (1) year consecutive terms in their respective offices.
a) Any vacancy on the Committee (with the exception of the officers of President and First Vice President) shall be filled by appointment by the Board of Directors,
b) Vacancies in the position of President and/or First Vice President shall be filled by order of succession.
The officers of the Executive Committee shall be responsible for the day-to-day administration of the Organization.
Resignation of any member of the Executive Committee shall be in writing and shall have a signature and effective date.
BOARD OF DIRECTORS
a) There shall be a Board of Directors consisting of nine (9) members which shall include the six (6) members of the Executive Committee, two (2) Directors at-Large, and the immediate Past President of the Organization
b) A candidate for Director-at-Large must be a member in good standing for at least one year. The candidate must have functioned in a major role on a CAFCI committee within the past three (3) years.
The Directors shall be elected by plurality vote at the annual meeting. Their term shall be two years, but staggered so that only one Director shall be elected each year. The first two (2) encumbered Directors shall draw lots to determine their respective one-year, or two-year.
Any vacancy in a Directors position shall be filled by appointment by the remaining members of the Board; and consequently the President may cast a tie-breaking vote. The appointee shall serve in that position for the remainder of the term..
ELECTION OF OFFICERS
Election Procedures: A nominating Committee shall be appointed by the President at least sixty (60) days prior to the annual general meeting. The Committee shall submit to the members, fifteen (15) days prior to the annual meeting, a slate of candidates for nomination for Directors.
Nominations shall not be accepted from the floor. Nominations signed by at least five (5) members in good standing and submitted to the Nomination Committee no later than seven (7) days before the annual meeting shall be included in the slate of candidates presented to the members at the meeting.
The Chairperson of the Nominating Committee shall preside over the elections and the installation of officers.
The elections of Director (s) shall be by plurality vote of the members in good standing present and voting. The vote shall be by secret ballot. .
To be eligible to vote, a member must be in good standing. A member admitted to membership less than thirty days before the annual meeting shall not be eligible to vote.
Duties and responsibilities of newly elected Directors shall be effective immediately following the election. Outgoing Directors shall have a period of not more than fifteen (15) days in which to deliver the Organization’s records to the incoming Secretary.
DUTIES OF DIRECTORS
It shall be the duty of every officer and Director to attend all meetings.
Section 1. President:
The President shall preside at over all meetings of the board of directors, general and specially called meetings of the Organization, and perform all duties pertaining to those positions. In addition, as chief executive officer he/she shall
(a) exercise general power of supervision and management
(b) appoint and announce Board liaison/chairpersons of all committees
(c) serve as ex-officio member of all committees except the Nominating Committee,
(d) co-sign checks and drafts in disbursing funds from the treasury,
(e) be the chief spokesperson for the Organization in all matters pertaining to the organization and
(f) announce all appointments to the membership
Section 2. First Vice President:
In the absence of the President, this-officer shall perform all the duties of the office of the President. This officer may chair one or more of the major standing committees. In the vacancy of the office of the President, the First Vice President shall succeed to that position. This Officer will also serve as the either the Chief Financial Officer (CFO), or the Chief Administrative Officer (CAO), as determined by the Board of Directors.
Section 3 - Second Vice President:
In the absence of the First Vice President, this officer shall perform the duties of the First Vice President. In the vacancy of the office of First Vice President, the Second Vice President shall succeed to that position. This officer may chair one or more of the major standing committees. This Officer will also serve as either the Chief Financial Officer (CFO), or the Chief Administrative Officer (CAO), as determined by the Board of Directors.
Section 4 - Treasurer:
This officer shall receive and safely keep all funds of the Association and pay out the same only at the direction of the President and /First or Second Vice president., and further shall:
(a) Deposit immediately all funds and/or securities into a banking institution approved by the Board of Directors
(b) Co-sign with the President or First and Second Vice Presidents all disbursement checks
(c) Prepare a report of the status of the Organization’s finances and present to members at the monthly meetings
Section 5 - Secretary:
This officer shall keep the minutes of all proceedings and prepare same in good order for record-keeping, and shall: prior to Board and General meetings
(a) submit a typed copy of said minutes to the Board within a week of the meeting,
(b) shall maintain the attendance roster for members and guests
(c) prepare and maintain a “Book of Motions” wherein shall be kept all motions hat govern long term procedures and operations of the organization
(d) maintain custody of the Seal of the Organization
(e) perform all other duties as necessary
Section 6 - Corresponding Secretary:
This officer shall be responsible for general correspondence and communication of the Organization, and in addition, shall;
(a)send out notices for all general and special meetings specifying the agenda and/or purpose thereof
(b)coordinate and send out messages of social concerns, i.e., congratulations, sympathies, “get wells,” etc.
(c) assist the Secretary as the situation warrants
(d) maintain and keep current a listing of all members and their addresses,
(e) notify membership applicants of their approval or disapproval by the Board.
There shall be as many working Committees as the President may deem necessary to accomplish the directives of the Organization. In general, there shall be Standing Committees and Special or Ad Hoc Committees that are formed for special purpose assignments. Standing Committees may adopt reasonable rules and set agendas to fulfill their assignments; however, reports must be by majority agreement. All committees shall present to the Board for approval an annual or quarterly plan outlining their proposed activities.
Section 1 - Membership
This committee shall have no less than three (3) members and shall
a) Accept applications from prospective members; verify the eligibility of all applicants for membership and submit applications to the Board with recommendations for approval or disapproval
b) Be responsible for pre-recruitment and post-recruitment activities to ensure that new members are properly greeted and assimilated into the Organization
c)Provide prospective members with background information on Organization, its purposes, goals and programs; and
d)Maintain current roster of members in good standing
Section 2 - Program
The committee shall have no less than three (3) members and shall be chaired by either the first vice president or the second vice president to:
a) be responsible for the program segment of each monthly general meeting Programs may be educational, cultural, social or civic
b) endeavor to schedule speakers to appear before the membership on relevant issues of interest or current concerns with the approval of the Board/ Executive committee
c) establish communications with other like groups in the area in order explore issues of routine concerns, and
d) assess regularly members’ response to the quality and content of meetings
Section 3 Finance/Budget
This committee shall have no less than three (3) members and shall be chaired by either the first or second vice president to:
a) analyze, determine and recommend the financial goals of the Organization in conjunction with the submission of the annual budget to the President in December;
b) design a financial plan with the goal of accumulating assets and acquisition of real estate, and eventually a “Cultural Center”
c) coordinate and assist other committees in their analysis and organization of fun-raising activities
d)prepare and file reports and returns to governmental agencies as required by law.
Section 4 - Newsletter
Newsletter. This committee shall have no less than three (3) members and shall
(a) be responsible for the timely publication of quarterly newsletters which shall serve to “Link” the members and friends
(b) encourage members with journalistic aptitude or experience to prepare and furnish materials for the publication
(c) obtain clearance from the President or the Board of Directors to publish articles that are in controversial, or exhibit a purely personal opinion;
(d) act as “Historian” by assembling and maintaining and archival condition all documents or materials of historical interest.
Section 5 - Social Service
This committee shall have no less than three (3) members, and shall:
a) collect and present reports to the Board on humanitarian projects deemed viable and within scope of the Organization;
b) contact individuals or groups dedicated to social service concerns, as directed by the President/ Board, to engage in meaningful dialogue and to arrange for the Organization’s participation and assistance;
c) develop and implement plans for a long-term educational project in which the Organization would be the principal grantor.
Section 6 - Ad Hoc
The President shall establish as many Ad Hoc committees as is necessary to accomplish the purposes and intent of the Organization, e.g., Nominating Constitution and Bylaws, Audit, Social, etc.
Pending the establishment, organization or activity of any Standing Committee, the Executive Committee shall provide guidance in the areas of responsibility.
All committee chairpersons may attend the Directors’ meetings at the guidance of Liaison and to have a voice but not a vote in the deliberations.
(a) The annual dues shall be based on the most current dues (Attachment A) in effect
(b) Dues paid by new members subsequent to October’s general meeting shall be credited to the following year’s annual dues
All funds of the Organization shall be immediately deposited to the credit of the Organization in a bank approved by the Board
All disbursements and expenditures shall be by check. Checks shall be signed and co-signed by any two officers – President, First or Second Vice President responsible for finance and Treasurer.
Compensation /Liability. The Directors/Officers shall not be compensated in any way for services to and on behalf of the Organization.
Indemnification of Directors /Officers and members. Each person who is or was a member of the Organization (including heirs, executors, administrators, or estate of such person) shall be indemnified by the organization to the full extent permitted by the Non Profit Organization Law against any liability cost or expenses by being a member or employee of the Organization.
Amendments to these Bylaws shall be proposed by the Board of Directors and submitted to general membership for ratification. Ratification shall be by majority of the vote of the members present and voting at a regular members’ meeting. The notice of said meeting shall include the proposed amendment and shall be sent no less than sixty days prior to the meeting.
The current edition of “Robert’s Rules of Order” shall be parliamentary authority on all matters not specifically covered by the Constitution or the By-Laws of this Organization.