CITY OF
PARKS AND RECREATION DEPARTMENT
TO: Mayor and City Commission
FROM:
BY:
DATE: March 27, 2008
SUBJECT: North Lauderdale Recreation Foundation Inc.
As
you may recall, on January 24th, 2008, the staff presented a plan to
the Commission to create a non-profit status within the Parks and Recreation
Department that would assist in getting recreational grants that are only
awarded to non-profits organizations and not government agencies. As the prospect of additional tax cuts loom, the
Department has been searching for ways to bring in more grant and sponsorship
funds. After a detailed review of
recreation type grants that are available, we’ve realized that most of the
private corporation grants are awarded to non-profit groups and not municipal
recreation departments such as ours.
Current grants that are available to non-profit groups from some of the
largest corporations and organizations in the County range from funds for new
playgrounds to training to park maintenance, to recreation type programs.
While creating a non-profit status for our
Recreation Programs will not guarantee us additional grant dollars, it will at
least put us in a position to apply for them. In order to create a non-profit status, we will need to rely on the
expertise of our City Attorney’s Office to complete various State and Federal
documents. Along with completing and
submitting such documents, we will need to create tax documents utilizing a
CPA.
Over
the past month, staff has been working with the City Attorney’s Office to
develop By Laws and Articles of Incorporation for the North Lauderdale
Recreation Foundation. One of the
requirements of both the Articles of Incorporation and the By Laws is that a
Board of Directors needs to be established. The positions that need to be
selected for this Board are Chairperson, Vice Chairperson, Treasure and
Secretary. The Board will be required to meet on as needed basis - similar to the
Water Control District.
RECOMMENDATION:
The City Administration recommends that the Directors of the City of North Lauderdale Recreation Foundation, Inc. a Florida corporation not for profit (the “Corporation), adopt the following resolutions at the organizational meeting of the Corporation, pursuant to Section 617.00205(1)(a) of the Florida Not For Profit Act, on the date hereof:
THE CITY OF NORTH LAUDERDALE RECREATION FOUNDATION, INC.
Resolutions of the
Board of Directors
March 27, 2008
The Directors of The City of North Lauderdale Recreation Foundation, Inc. a Florida corporation not for profit (the “Corporation), adopted the following resolutions at the organizational meeting of the Corporation, pursuant to Section 617.00205(1)(a) of the Florida Not For Profit Act, on the date hereof:
RESOLVED, that the Articles of Incorporation of the Corporation, attached hereto, to be filed with the Secretary of State of Florida and hereby are approved, and the Secretary be and hereby is directed to file the Articles of Incorporation in the minute book.
Approval of
By-Laws
RESOLVED, that the form of the By-Laws attached hereto to be and hereby is approved.
Adoption of
Corporation Seal
RESOLVED, that the seal impressed to the right
of this Resolution be and hereby is adopted (SEAL)
as the seal of the Corporation.
Adoption of Fiscal Year
RESOLVED, that the Corporation’s fiscal year will end on September 30th of each year.
Election of Officers
RESOLVED, that the following persons be and hereby is elected to the offices of the Corporation set forth below, to serve in accordance with the By-Laws of the Corporation and at the discretion of the Board of Directors until his successor shall be elected or until his death, resignation or removal.
Name Office
___________________________ President
___________________________ Treasurer
___________________________ Secretary
Adoption of Bank
Resolutions
RESOLVED, that the proper officers be and hereby are authorized and directed to open a banking account at such office as is deemed necessary; and that the resolutions attached hereto and incorporated herein by reference be and hereby are adopted and approved.
Approval of
Application for Recognition of Exemption
RESOLVED, that the Secretary is hereby authorized and directed to file Form 1023, an Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code with the Department of the Treasury.
Approval of Prior
Action
RESOLVED, that all of the actions of the incorporator of the Corporation taken to effect the organization of the Corporation or the commencement of its business operation be and hereby are ratified and approved by this Board of Directors as valid corporate action.
Upon Motion duly made, seconded and unanimously carried, the above resolutions were approved.
_______________________________
_______________________, President
ATTEST:
_______________________________
_______________________, Secretary
DNT:js
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Directors- NL Recreation Foundation, Inc..doc
THE CITY OF
RECREATION FOUNDATION, INC.
BYLAWS
ARTICLE I - CORPORATE IDENTITY
1.01 NAME
The name of the corporation is The City of North Lauderdale Recreation Foundation, Inc.
1.02 CORPORATE EXISTENCE
These are the
By-Laws of The City of North Lauderdale Recreation Foundation, Inc. (herein
"the Corporation"), a corporation not-for-profit organized under the
laws of the State of
1.03 CORPORATE OFFICE
The Corporation
shall have its principal place of business in
1.04 REGISTERED OFFICE
The Corporation
shall have and continuously maintain a registered office in the State of
1.05 NON-PROFIT OPERATION
The Corporation shall be operated exclusively for purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended or comparable provisions of subsequent legislation (herein the "Code") and under Chapter 617, Florida Statutes, as amended (herein "Statute") as a corporation not-for-profit. No director of the Corporation shall have any title to or interest in the corporate property or earnings in his individual or private capacity and no part of the net earnings of the Corporation shall inure to the benefit of any trustee, director, officer or any member or individual.
1.06 PURPOSE
1.06.1
The purpose for which this corporation is formed,
organized and shall always be operated is for the purposes of receiving and
administering funds and operating exclusively within the meaning and parameters
of Section 501(c)(3) of the Internal Revenue Code of 1986 or comparable
provisions of subsequent legislation, and specifically to promote recreation,
economic development ,and investment in the City of North Lauderdale. This corporation is intended to be an entity
which is separate, independent and autonomous from the City of
1.06.2
In carrying out this principal purpose, this
corporation shall engage in the following activities in furtherance of one or
more of the corporation's exempt purposes, which activities shall collectively
constitute the character of affairs of the corporation which the corporation
intends to conduct in the State of
(1)
Planning, fostering, encouraging, supporting and
promoting community improvement in the City of
(2) Soliciting, receiving or generating funds from any source not inconsistent with the purposes of this corporation and soliciting, receiving or generating contributions, grants, gifts or subventions from persons, entities or any unit or agency of government;
(3) Doing and performing any and all acts as may be necessary and/or appropriate in order to carry out the stated purposes of the corporation.
1.06.3 Pecuniary profit, gain or private advantage is not and shall not be the object of this corporation or its officers and directors. No part of the net earnings of this corporation shall inure to the benefit of, or be distributed to, its directors, officers, or other private persons.
1.06.4 The corporation shall exercise only those powers granted or permitted to not-for-profit corporations pursuant to Chapter 617, et. seq., Florida Statutes, consistent with this corporation's status as an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code. This corporation shall be prohibited from carrying on non-exempt activities beyond the permissible limits of 501(c)(3) of the Internal Revenue Code.
ARTICLE II - BOARD OF DIRECTORS
2.01 GENERAL POWERS OF THE BOARD
Subject to the limitations of the Articles of Incorporation, these Bylaws, and the Florida Not-For-Profit Corporation Act, Chapter 617, Florida Statutes, as amended, all corporate powers shall be exercised by or under the authority of the Board of Directors and the management and affairs of the Corporation shall be controlled by the Board of Directors, which is the governing body of the Corporation. The Board of Directors shall have charge, control and management of the business, property and affairs of the Corporation and shall have the power and authority to do and perform all acts and functions permitted for an organization as described in 501(c)(3) of the Internal Revenue Code which are not inconsistent with these Bylaws, the Articles of Incorporation or the laws of the State of Florida.
2.02 EMERGENCY POWERS OF THE BOARD
In anticipation of or during any emergency, if a majority of the Board of Directors cannot readily be assembled because of some event, then a majority of the Directors that can be assembled shall have the power and authority to do and perform all acts and functions, permitted for an organization described in Section 501(c)(3) of the Code and Section 617.0303, Florida Statutes, as amended, or subsequent legislation not inconsistent with these Bylaws, the Articles of Incorporation or the laws of the State of Florida.
2.03 NUMBER OF DIRECTORS
Except as otherwise provided in these Bylaws, the direction and management of the affairs shall be vested in a Board of Directors, (herein "Board of Directors"), which shall consist of a minimum of five (5) directors. The appointment of directors shall be determined as provided in Section 2.05 of this Article II.
2.04 QUALIFICATIONS OF DIRECTORS
Directors must
be persons who are eighteen (18) years of age or older, and be residents of the
City of
2.05 APPOINTMENT AND COMPOSITION OF DIRECTORS
The Initial Directors of the Corporation are named in the Articles of Incorporation. The Board of Directors shall consist of the members of the North Lauderdale City Commission.
2.06 TERM OF OFFICE
Except as
hereinafter provided, the term of office of a Director shall be coterminous with
the term of office for the respective Mayor or City Commissioner as provided by
the City of
2.07 ANNUAL MEETING
The annual meeting of the Board of Directors shall be held no later than the end of the first quarter following the close of the fiscal year, or as close thereto as may be advisable, unless changed by a unanimous vote of the Board of Directors at any meeting thereof, at such time and place as the Board of Directors shall from time to time determine, for the transaction of such business as may lawfully come before the meeting. It shall be the duty of the Secretary of the Corporation to give seven (7) calendar days notice of the time, place and date of the annual meeting to each director.
2.08 REGULAR MEETINGS; NOTICE
The Board of Directors shall meet at least six (6) times each year. Regular meetings of the Board of Directors shall be held on such dates and at such times and places as the Board of Directors shall from time to time determine, for the transaction of such business as may lawfully come before each such meeting. It shall be the duty of the Secretary of the Corporation to give seven (7) calendar days notice of the time, place and date of each regular meeting to each Director. Each Director shall agree to attend at least seventy five percent (75%) of the total number of regular meetings held during each calendar year.
2.09 SPECIAL MEETINGS
Special meetings
of the Board of Directors shall be held whenever called by the Secretary of the
Corporation upon the direction of the Chair of the Corporation, or upon the
request of a majority of the Board of Directors. Special meetings may be held within or
without the State of
2.10 NOTICE OF SPECIAL MEETINGS
It shall be the
duty of the Secretary of the Corporation to give notice of a special meeting at
least seven (7) calendar days, but not more than fourteen (14) calendar days
before the scheduled date of the meeting.
The notice shall be delivered personally or by first class mail by or at
the direction of the Chairperson of the Board, the Secretary or the officer or
persons calling the meeting to each Director.
If mailed, such notice shall be deemed to be delivered when deposited in
the
2.11 COMPENSATION
Directors shall receive no compensation for their services on the Board of Directors. This shall not prevent the Corporation from purchasing insurance as provided in Article IX or from reimbursing any Director for expenses actually and necessarily incurred in the performance of his duties as a Director as such expenses are authorized by the Board of Directors.
2.12 RESIGNATIONS
A Director may resign at any time by delivering written notice to the Board of Directors or its Chair. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. The date of resignation can be modified by a majority vote of the Board of Directors. If a resignation is given which is effective at a latter date, then the Board of Directors may fill the pending vacancy before the effective date, if the Board of Directors provides that the successor does not take office until the effective date.
2.13 REMOVAL OF DIRECTORS
Any director may be removed either with or without cause by a vote of a majority of the Board of Directors. Notice of intent to vote on a recommendation to remove a Director must be provided at least five (5) business days prior to the meeting at which the vote will be taken.
2.14 FILLING OF VACANCIES
Vacancies other than those caused by an increase in the number of Directors shall be filled by appointment by the Board of Directors. Vacancies reducing the number of Directors to less than five (5) shall be filled before the transaction of any other business. Upon the resignation of a Director tendered to take effect at a future time, the Board of Directors may appoint a successor to take office when the resignation becomes effective. Any vacancy occurring in the Board of Directors, including any vacancy resulting from an increase in the number of Directors, shall be filled by the Board of Directors in order to allow the Director to complete the current term.
2.15 DIRECTOR CONFLICTS OF INTEREST
2.16.1 No contract or other transaction between a corporation and one or more of its directors or any other corporation, firm, association, or entity in which one or more of its directors are directors or officers or are financially interested shall be either void or voidable because of such relationship or interest, because such director or directors or a committee thereof which authorizes, approves or ratifies such contract or transaction, or because his or their votes are counted for such purpose, if:
(a) The fact of such relationship or interest is disclosed or known to the board of directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors;
(b) The fact of such relationship or interest is disclosed or known to the members entitled to vote on such contract or transaction, if any, and they authorize, approve, or ratify it by vote or written consent; or
(c) The contract or transaction is fair and reasonable as to the corporation at the time it is authorized by the board, a committee or the members.
2.16.2 Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction.
2.16.3 The failure of a Director to disclose the nature of his interest to the Board of Directors shall constitute grounds for removal of the Director.
2.16 STANDING RULES
The Board of Directors shall determine parliamentary procedures to be observed during meetings. Such determination shall be passed by resolution.
ARTICLE III -
EXECUTIVE AND OTHER COMMITTEES
3.01 CREATION OF COMMITTEES
The Board of Directors may, by resolution passed by a majority of the whole Board:
(a) Designate an Executive Committee, a Nominating Committee, a Finance Committee, and one or more other committees, each of which committees must have at least two (2) members;
(b) Designate one or more Directors as alternate members of any such committee, who may act in the place and stead of any absent member or members at any meeting of such committee;
3.02 EXECUTIVE COMMITTEE
The Executive Committee shall consult with and advise the officers of the Corporation in the management of its affairs and may exercise, to the extent provided by resolution of the Board of Directors which creates such executive Committee, such powers of the Board of Directors as lawfully can be delegated by the Board.
3.03 OTHER COMMITTEES
Other committees shall have such functions and may exercise such powers of the Board of Directors as lawfully can be delegated, to the extent provided by resolution creating such committees.
3.04 OPERATION
The sections of these Bylaws that govern meetings, notice and waiver of notice, quorum and voting, and action without a meeting requirements of the Board of Directors apply to committees and their members as well.
3.05 MINUTES
Committees shall keep regular minutes of their proceedings and report to the Board of Directors when required or when requested by the Board.
3.06 PROHIBITED ACTIVITIES OF ANY COMMITTEES
No committee shall have the authority to:
(a) Approve or recommend to members actions or proposals required by law to be approved by members.
(b) Designate candidates for the office of Director, for purposes of proxy solicitation or otherwise;
(c) Fill vacancies in the Board of Directors or any committee thereof;
(d) Amend the Bylaws; or
(e) Authorize or approve qualifications for members.
ARTICLE
IV - OFFICERS
4.01 OFFICERS
The officers of this Corporation shall be a Chair of the Board, Vice Chair, Secretary and Treasurer. All officers shall be chosen from the members of the Board of Directors. Any two (2) or more offices may be held by the same person. A failure to elect any of the aforesaid officers shall not affect the existence of the Corporation.
4.02 ELECTION AND TERM OF OFFICE
Officers of the Corporation shall be elected for a term of one (1) year (or until their successors have been duly elected and qualified) by the Board of Directors at its annual meeting. If the election of officers shall not be held at such meeting, then such election shall be held as soon thereafter as possible. Each officer shall hold office until his successor has been duly elected and shall have qualified, or until his or her death, resignation or removal from office.
4.03 RESIGNATION AND REMOVAL
4.03.1 An officer may resign at any time by delivering notice to the Board of Directors. A resignation is effective when delivered, unless the notice specifies a later effective date. If a resignation is made effective at a later date and the Corporation accepts the future effective date, then the Board of Directors may fill the pending vacancy before the effective date, if the Board of Directors provides that the successor does not take office until the effective date.
4.03.2 The Board of Directors may remove any officer at any time with or without cause by a vote of a majority of the Board of Directors at any regular or special meeting of the Board of Directors.
4.04 VACANCIES
A vacancy in any office because of resignation, removal, death or otherwise, may be filled by the Board of Directors for the unexpired portion of the term or until a permanent successor is elected.
4.05 CHAIR OF THE BOARD
The Chair of the Board shall be the Chief Executive Officer of the Corporation. He/She shall have general executive powers, including all powers required by law to be exercised by a president of a corporation as such, as well as the specific powers conferred by these Bylaws or by the Board of Directors. The Chair of the Board shall preside at all meetings of the Board of Directors.
4.06 VICE CHAIR
In the absence of the Chair of the Board, or in the event of his/her death, disability or refusal to act, the Vice Chair shall perform all of the duties of the Chair of the Board and when so acting, such Vice Chair shall have all the power of and be subject to all the restrictions upon the Chair of the Board. The Vice Chair shall have general executive powers as well as the specific powers conferred by these Bylaws. The Vice Chair shall also have such further powers and duties as may be conferred upon or assigned to herein by the Board of Directors or the Chair of the Board from time to time.
4.07 SECRETARY
The Secretary shall:
4.07.1 Prepare minutes of meetings of the Board of Directors and members;
4.07.2 Organize and supervise elections required herein;
4.07.3 Authenticate records of the Corporation;
4.07.4 Keep the minutes of the proceedings of the Board of Directors and the members in one or more books provided for that purpose;
4.07.5 See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
4.07.6 Be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized;
4.07.7 Be the registrar of the Corporation; and
4.07.8 In general, perform all duties incident to the office of Secretary and such other duties as may be assigned to him by the Board of Directors from time to time.
4.08 TREASURER
The Treasurer shall:
4.08.1 Have charge and custody of, and by responsible for, all funds and assets of the Corporation;
4.08.2 Receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select; and
4.08.3 In general, perform all of the duties as may be assigned to him by the Chair of the Board or by the Board of Directors from time to time. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.
4.09 DELEGATION OF DUTIES
In the case of the absence of an officer of the Corporation or for any other reason that the Board of Directors may deem sufficient, the Board may delegate the powers and duties of such officer to any other officer or officers or to any Director or Directors or to any other individual or individuals.
4.10 SALARIES OF OFFICERS
4.10.1 By resolution of the Board of Directors, the officers may be paid their properly documented, reasonable expenses incurred in connection with the performance of their duties as officers, if any.
4.10.2 The officers of the Corporation shall not be entitled to any compensation for services rendered in their capacity as officers to the Corporation.
ARTICLE V - EXECUTION OF INSTRUMENTS
5.01 AUTHORITY FOR EXECUTION OF INSTRUMENTS
Formal contracts of the corporation, promissory notes and other evidences of indebtedness and other corporate documents shall be signed by the Chair and by the Secretary or Treasurer unless otherwise specifically determined by the Board of Directors, or otherwise required by law. Unless expressly authorized by these Bylaws or the Board of Directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it pecuniarily liable for any purpose or in any amount.
ARTICLE VI - FISCAL YEAR
6.01 FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of October and end on the last day in September of each year.
ARTICLE VII - CORPORATE
RECORDS, REPORTS AND SEAL
7.01 RECORDS
The Corporation shall keep as permanent records minutes of all meetings of its Board of Directors, a record of all actions taken by the Board of Directors without a meeting, and a record of all actions taken by any committee of the Board of Directors in place of the Board of Directors on behalf of the Corporation. The Corporation shall maintain accurate accounting records. The Corporation shall maintain its records in written form or in some other form capable of conversion into written form in compliance with State Law.
7.02 ANNUAL REPORTS
On or after
January 1 and on or before July 1 of each year, the Corporation shall deliver
to the Florida Department of State for filing a sworn annual report, on such
forms as the Department of State may prescribe and containing such information
as is prescribed by law. Similar reports
shall be filed as required by law in those jurisdictions other than the State
of
7.03 FINANCIAL STATEMENTS
7.03.1 Unless modified by a resolution of the members not later than four (4) months after the close of each fiscal year, the this Corporation shall prepare a balance sheet showing in reasonable detail the financial condition of the Corporation as of the close of its fiscal year and a profit and loss statement showing the results of the operations of the Corporation during its fiscal year.
7.03.2 Upon the written request of any member, the Corporation shall mail to such member a copy of the most recent such balance sheet and profit and loss statement.
7.03.3 The balance sheet and profit and loss statements shall be filed in the registered office of the Corporation in this State, shall be kept in conformance with applicable state and federal laws, and shall be subject to inspection during business hours by any member, in person or by agent.
7.04 AUDIT
The financial records of the corporation shall be audited not less than annually by an independent certified public accountant.
ARTICLE VIII - PROHIBITED ACTIONS AND ACTIVITIES
8.01 DIVIDENDS PROHIBITED
The Board of Directors of the Corporation may not declare or pay dividends in cash or property to any member, Director or officer, and no part of the net income of the Corporation shall otherwise be distributed to or inure to the benefit of any member, officer or Director, for furtherance of purposes other than those set forth in the Articles of Incorporation.
8.02 PROHIBITED ACTIVITIES
Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any activities not permitted to be carried on:
8.02.1 By a corporation exempt from Federal income tax under 501(c)(3) of the Code; or
8.02.2 By a corporation, contributions to which are deductible under Code Section 170.
8.03 LOANS PROHIBITED
Loans, other than through the purchase of bonds, debentures, or similar obligations of the type customarily sold in public offerings, or through ordinary deposit of funds in a bank, or prohibited by the Corporation exempt from Federal income tax under the Code may not be made by the Corporation to its Directors, officers, employees, or to any other corporation, firm, association, or other entity in which one or more of its directors, officers, or employees is a director, officer, or employee or holds a substantial financial interest. A loan made in violation of this Section is a violation of the duty to the Corporation of the Directors and officers authorizing it or participating in it, by the obligation of the borrower with respect to the loan may not be affected hereby.
ARTICLE IX -
INDEMNIFICATION AND INSURANCE
9.01 INDEMNIFICATION
The Corporation shall indemnify its directors and officers to the fullest extent permitted by the Florida Not-For-Profit Corporation Act, Chapter 617, Florida Statutes. If the Florida Not-For-Profit Corporation Act, Chapter 617, Florida Statutes, is hereinafter amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers then the personal liability of a director or officer of the corporation shall be eliminated or limited to the fullest extent permitted by the Florida Not-For-Profit Corporation Act, Chapter 617, Florida Statutes, as so amended from time to time.
9.02 INSURANCE
The Corporation may purchase and maintain insurance on behalf of any Director, officer, employee or agent of the Corporation, or on behalf of any person serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against that person and incurred by that person in any such corporation, whether or not the corporation has the power to indemnify that person against liability for any of those acts.
ARTICLE X – AMENDMENT AND DISSOLUTION
10.01 AMENDMENT
These Bylaws may be altered, amended or repealed
by an affirmative vote of no less than four members of the Directors present at
a duly noticed Regular or Special meeting of the Board of Directors at which a
quorum is present, provided that written notice of the amendment and its
contents shall have been mailed and/or e-mailed to each Director at least
fifteen (15) days prior to the Regular or Special meeting.
10.02 DISSOLUTION
The Corporation may be dissolved without judicial supervision by adopting a resolution to dissolve, which must be approved by the Board of Directors and by its members, as provided in these Bylaws or Articles of Incorporation. In the event of dissolution, the residual assets of the corporation shall be turned over to one or more organizations which themselves are exempt from federal income tax as organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended or the corresponding provisions of any future United States Internal Revenue Law.
ARTICLE XI - NON-STOCK BASIS
11.01 NON-STOCK BASIS
This corporation shall have no capital stock.
ARTICLE XII - CORPORATE SEAL
12.01 FORM
The seal of the Corporation shall have the name of the Corporation, the State, the year of its incorporation and the words "Corporate Seal" inscribed thereon.
These Bylaws for The City of North Lauderdale Recreation Foundation, Inc. are hereby adopted by the Board of Directors on _____________________________, 2008.
___________________________
CHAIR
Attested and Certified:
________________________________
SECRETARY
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ARTICLES OF INCORPORATION
OF
THE CITY OF NORTH LAUDERDALE RECREATION FOUNDATION, INC.
The undersigned, a majority of the Directors of The City of North Lauderdale Recreation Foundation, Inc. hereby files this, the Articles of Incorporation of The City of North Lauderdale Recreation Foundation, Inc. as a non-profit corporation under Chapter 617, Florida Statutes, the corporation Not For Profit Act of the State of Florida, and certifies as follows:
The name of the Corporation is The City of North Lauderdale Recreation Foundation, Inc. (hereinafter be referred to as the “Corporation”).
ARTICLE II
DURATION
This corporation shall exist perpetually.
ARTICLE III
The corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE IV
NON-STOCK CORPORATION
The Corporation shall have no stock and no dividends shall be declared or paid.
ARTICLE V
Directors shall be appointed in accordance with the By-Laws of the Corporation.
ARTICLE VI
A. Powers. All Corporate powers shall be exercised by or under the authority of, and the affairs of the Corporation shall be managed under the direction of, the Board of Directors.
B. Number. The affairs of this Corporation shall be conducted by a Board of Directors, the number of which shall be determined from time to time in accordance with the Bylaws but shall never be less than five (5) voting members. Notwithstanding the maximum number of directors permitted under the Bylaws, it is the declared intention of the Corporation, that the number of directors be no larger than minimally necessary in order to properly carry on the activities of the Corporation.
C. Election; Removal. Directors shall be elected or removed in accordance with the procedure provided in the Bylaws.
D. Compensation. Directors shall be compensated in accordance with the procedure provided in the Bylaws.
E. Resignation. Directors shall resign in accordance with the procedure provided in the By-Laws.
F. Initial Directors. The names and addresses of the initial directors to hold office until the first annual meeting of members and/or until their successors shall have been elected and qualified are as follows:
(1)
(2)
(3)
(4)
(5)
G. Property. The Board of Directors shall administer and distribute the property held by this corporation in accordance with the purposes of this Corporation as defined in Article III and the applicable provisions of the By-Laws.
ARTICLE VII
The
initial registered office shall be at
The Bylaws of the Corporation shall be adopted by the Board of Directors and may be amended, altered, or rescinded by a majority vote of such Board.
ARTICLE VIII
These Articles may be amended by a majority vote of the Board of Directors.
ARTICLE IX
This Corporation shall not have membership.
ARTICLE X
OFFICERS
The Corporation shall have the following officers: President, Vice President, Secretary, and Treasurer. Two (2) or more of the above officers may be held by the same person. The Board of Directors shall select a Chairman from among its members, who shall also serve as President. The Board shall select persons to hold the remaining offices. Terms of the office shall be the same as the terms for the Directors as established in the corporate By-Laws.
ARTICLE XI
The By-Laws of the Corporation shall be made, altered, or rescinded by the majority vote of the Board of Directors.
ARTICLE XII
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Three hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in, (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE XIII
DISTRIBUTION OF
ASSETS UPON DISSOLUTION
Upon the dissolution of the corporation, assets shall be distributed for one of more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.