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James A. Cook Memorial Fund
Bylaws
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BYLAWS
OF
F.P.S.A.A.
JAMES A. COOK MEMORIAL FUND, INC.
SECTION
I
NAME
AND LOCATION
A.
The
name of this Corporation is F.P.S.A.A. JAMES A. COOK MEMORIAL
FUND, INC. (Corporation) and was established in 1994.
B.
The
principal place for the transaction of the business and affairs
of the Corporation shall be in Leon County, Florida, or at such
other locations as determined by the Board of Directors
(Executive Board) and the principal office for the transaction
of its business and affairs shall be at such place as designated
by the Board.
SECTION II
PURPOSE
AND OBJECTIVE
A.
The
Corporation is organized exclusively for charitable purposes as
described in the Articles of Incorporation. More particularly,
to conduct programs and activities, raise funds, request and
receive grants, gifts, contributions, dues and bequests of
money, real and personal property; or acquire, receive, hold,
invest and administer, in its own name, securities, funds,
objects of value, or other property, real or personal; and make
expenditures and distributions to and for the financial
assistance of the members of the Florida Park Service Alumni
Association (Association) and employees of the Florida Park
Service, Division of Recreation and Parks (Service).
B.
The
primary purpose of the corporation is to make provisions for
rendering appropriate financial assistance to members of the
Association and employees of the Service.
SECTION
III
OFFICERS
AND EXECUTIVE BOARD
The
Officers (President, Vice President, Secretary, and Treasurer)
and the Members of the Executive Board of the Corporation shall
be comprised of the same individuals holding the counterpart
positions as officers and members of the board of directors of
the Florida Park Service Alumni Association, Inc.
SECTION IV
OWNERSHIP
The Corporation shall not issue
shares of stock. No dividends shall be paid, and no part of the
income of the Corporation shall be distributed to the
Incorporators, Members, Board or Officers, except in accordance
with the rules of the Internal Revenue Code.
SECTION
V
FISCAL
YEAR
The fiscal year of the Corporation
shall be January 1- December 31. The period of its existence
shall be perpetual.
SECTION
VI
MEMBERSHIP
Members shall consist of the Executive
Board.
SECTION VII
FUNDS
All
monies received by the Corporation shall be used and
administered for the purposes set forth in
Article Two of the Articles of Incorporation and the
following guidelines:
A.
The
Corporation shall
receive such monies as may be made available for the purpose
hereinafter stated; including an appropriation of $2.00 from the
annual individual membership dues of the Florida Park Service
Alumni Association (Assoc.) and donations which may be received
from any source at any time.
The $2.00 appropriation from Assoc. membership dues will
be suspended when the fund balance exceeds $5,000.00 and will be
resumed when the fund balance falls below $3,000.00. A transfer
of excess funds from the Assoc. funds can be made at any time by
Board approval.
B.
Cash
awards from the James A. Cook Memorial Fund, Inc. (Fund) shall
be administered by a committee (Committee) of three persons
appointed by and serving at the pleasure of the President.
The Committee shall receive, via the President, and
consider all nominations for awards, and, if approved, such
awards shall be made pursuant to the following guidelines:
- Eligibility
shall be limited to members of the Association in good
standing, active employees of the Service, retired employees
of the Service who had at least 10 satisfactory years with
the Service and active volunteers who
have performed
at least 1040
creditable volunteer hours with the Service during the
12-month period immediately prior to the event for which the
award is being considered.
In applicable situations, Association members shall
be given priority in the approval of awards.
- Grants
may be awarded in cases involving financial hardship due to
major medical expenses, destruction of the home due to fire
or other natural disaster, and other similar causes deemed
appropriate by the Committee.
Only one award may be made for any single cause
during any 12-month period.
Grants
may be awarded posthumously within one year.
- No
single award shall exceed 20 percent of the balance of the
Fund when the balance is less than $2,000.00.
When the Fund balance is greater than $2,000.00 no
single award shall exceed $1,000.00.
- Nominations
for awards may be made by anyone to the President, either
directly or through any member of the Executive Board,
except that no one may nominate him- or herself.
Nominations for the same cause shall be considered
only once during any 12 month period.
- The
Committee shall consider each nomination and determine the
amount of the award, if any, by unanimous vote.
The decision of the Committee shall be final.
The Committee shall notify the President and the
Treasurer of its decision in writing.
The Treasurer shall write a check from the Fund for
the approved amount and, unless directed otherwise by the
President, shall forward the check to the President for
transmittal to the award recipient.
SECTION VIII
MANAGEMENT
A.
The
business and property of the Corporation shall be managed by the
Executive Board.
B.
The
Executive Board shall have control and management of the affairs
of the Corporation with authority to engage and discharge
employees and agents, fix salaries, admit, suspend or expel
members, create and appoint committees, and do everything
necessary and desirable in the conduct of the business of the
Corporation, and in accordance with the Bylaws.
C.
Except
as may be expressly provided otherwise in these Bylaws, a
majority of the Executive
Board shall constitute a quorum for the transaction of all
business at any meeting of the Board.
An affirmative vote of a majority of the Executive
Board constituting such a quorum shall be necessary to pass any
resolution or take any action unless a higher vote is
specifically required by these Bylaws.
D.
The
Board may authorize an officer or officers, agent or agents, to
enter into any contract or execute any instrument in the name of
and on behalf of the Corporation and such authority may
be general or confined to specific instances. Unless so
authorized by the Board, no officer, agent or other person shall
have the power or authority to bind the Corporation by any
contract or engagement to pledge its credit or to render it
liable for any purpose or to any amount.
E.
The
Executive Board shall approve the expenditure of all monies from
the funds of the Corporation except awards approved by the
Committee as provided in Section VII, B.
The Executive Board may authorize a revolving fund as a
petty cash fund for a series of small expenditures by the
Treasurer prior to approval, but subject to ratification for
proper corporate purposes.
F.
The
Board shall designate the bank or banks for depository and
drawing purposes.
G.
The
terms of office for Officers and members of the Executive Board
shall be the same as the terms of office for the officers and
board of directors of the Florida Park Service Alumni
Association.
H.
Each
member of the Executive Board shall possess one (1) vote in
matters coming before the Executive Board.
I.
The
Executive Board may authorize the Corporation to pay expenses
incurred by, or to satisfy judgment of fine rendered or levied
against, a present or former member
of the Executive Board, officer or employee of the Corporation
in an action brought by a third party against such person
(whether or not the Corporation is joined as a party defendant)
to impose a liability or penalty on such person for an act
alleged to have been committed by such person while a member
of the Executive Board, officer or employee, or by the
Corporation or by both; provided the Executive Board determines
in good faith that such member
of the Executive Board, officer or employee was acting in good
faith within what he or she reasonably believed to be the scope
of his or her
employment or authority and for a purpose which he or she
reasonably believed to be in the best interest of the
Corporation or its members. Payments authorized hereunder
include amount paid and expenses incurred in settling any such
action or threatened action.
J.
The
Annual Meeting of the Corporation will be held without notice in
conjunction with the Annual Meeting of the Florida Park
Service Alumni Association, Inc. Written notice of the time and
place of Special Meetings of the Executive Board, will be given
to each member by
either personal delivery, electronic mail, first class mail,
telegram, or cablegram at least two (2) days before the meeting.
Regular
meetings, in addition to the Annual Meeting, may be established
by action of the Executive Board. No additional notice of such
meetings will be required.
A
majority of the Members of the Executive Board present, whether
or not a quorum exists, may adjourn any meeting of the Executive
Board to another time and place.
Notice of any such adjourned meeting shall be given to
the Members who were not present at the time of adjournment.
Meetings
of the Executive Board may be called by the President or by
petition of any three Members.
As an alternative to a regular meeting, the Executive
Board may conduct official business by conference call,
teleconference of similar means.
Any Member may participate in a meeting by designating a
proxy in writing, provided such proxy is accepted by a majority
of the other Members present for that meeting, and provided
further that only one Member may be represented by proxy at any
given meeting.
K.
Any
Action required to be taken by the Executive Board or any
committee thereof may be taken without a formal meeting by
circulating a statement describing the proposed action and
obtaining the written concurrence of all members of the
Executive Board or committee, as the case may be, before
implementation of the subject action.
The written statement with signatures of all members
affixed shall be incorporated in the minutes of the next
following meeting of the Executive Board or committee, and shall
have the same effect as a unanimous vote.
.
SECTION IX
NOTICES
A.
All
notices required by law, by these Bylaws or by present or future
rules and regulations of the Corporation given to any Member or
Officer of the Corporation shall be in writing and shall be
given:
(1)
By
hand delivery of the notice to the Member personally, or
(2)
By
delivery by first class mail addressed to the Member at
his address as it appears on the records of the Corporation,
with postage thereon prepaid.
A
statement signed by the Secretary to the effect that such notice
has been given in one of the above-mentioned forms shall be
sufficient evidence of the delivery of said notice.
B.
Whenever
any notice is required to be given pursuant to law, the Articles
of Incorporation or the Bylaws, a waiver thereof signed by the
party entitled to such notice, whether executed before or after
the time the notice is due, shall be deemed the equivalent of
giving such notice.
SECTION X
AMENDMENTS
These
Bylaws may be amended, repealed or replaced with new bylaws
without prior notice by affirmative vote of two-thirds (2/3) of
the Members of the Executive Board.
SECTION
XI
INTERPRETATION
OF BYLAWS
A.
In
case of any doubt or difference of opinion as
to the construction of the Bylaws, it shall be the duty of the
Executive Board to determine the construction thereof, and its
decision, subject to the applicable law, shall be final.
B.
The
Members of the Executive Board shall be bound by and conform to
all of these Bylaws, as they exist at the time of their joining
the Corporation, or as they may thereafter be changed or
amended.
Revised
May 2008
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