ARTICLE ONE - Name and Objectives
1.1 the name of this organization shall be the Naples Free-Net herein after referred to as the organization.
1.2 The objective of this organization shall be to provide access to information held locally and globally; to manage and administer a community website; and to provide educational support with respect to electronic access to information.
ARTICLE TWO - Powers
2.1 The Corporation will have such purposes or powers as defined in its Articles of Incorporation and such powers as are now or may be granted hereafter by law.
THREE - Offices
3.1 the principal office of the organization shall be at such place within the county of Collier in the State of Florida as the board of directors may determine from time to time.
ARTICLE FOUR - Members
4.1 Members of the organization shall be those individuals who are current registered users in good standing of the Free-Net.
ARTICLE FIVE - Board of Directors
5.1 General Powers
The business, property, and affairs of the organization shall be managed by the board of directors, except as otherwise provided in these bylaws and the laws of the State of Florida.
There shall be no less than 12 elected members of the board of directors. Should the number of elected members become less than 12 a special meeting for an election shall be held. The total number of members shall not exceed 16.
5.3 Term, Electors and Timing
Directors shall be elected for a three year terms by the registered members in good standing of the Naples Free-Net, at the General Annual Meeting or at a special meeting called in accordance with 5.2 above.
5.4 Elected and Appointed Members
Individuals may from time to time be appointed by a majority vote of the board to become a member to the board of directors to fill a vacancy for a term not to exceed three years. All other members of the board must be elected as set forth herein. At no time may more than 25% of the seated members of the Board of Directors be appointed.
Nominations to the board of directors shall be accepted from members in good standing and directors then in office. Nominations shall be transmitted to the NFN Nominating Committee by electronic or paper means for receipt no later than 30 days before the annual meeting or special meeting called to elect board members. The chairman of the nominating committee shall cause a notice calling for nominations to be posted in a conspicuous place on the Naples Free-Net and/or notify membership by email or mail at least 45 days prior to the annual meeting or special meeting called to elect Board members.
Directors shall be elected by members in good standing at each annual meeting to hold office until the end of their term and until a successor is elected or until a director’s resignation, death or removal.
Any director may be removed with cause by resolution adopted by affirmative vote of two-thirds of the remaining directors of the board at any dutifully called meeting of the board of directors. Three consecutive unexcused absences may constitute such cause.
Any director may resign at any time by providing written notice to the organization. The resignation will be effective on receipt of the notice or at a time designated in the notice. A successor shall be appointed as provided in these bylaws.
5.9 Board Vacancies
A vacancy on the board may be filled with a person selected by the remaining directors of the board. A director selected to fill a vacancy shall be selected for the unexpired term of his or her predecessor in office pursuant to article 5.4 above.
5.10 Annual Meeting
An annual meeting shall be held at a time and place determined by the board of directors. The annual meeting shall take place in the first quarter of each calendar year. The Secretary of the board shall cause a notice to be placed in a conspicuous place on the Naples Free-Net or transmit such notice by email or mail for receipt at least 45 days prior to the annual meeting. Annual Reports will be given by the President and Treasurer at this meeting.
5.11 Regular Meetings
Regular meetings of the board of directors shall be held at a time and place determined by a majority of the board. Notice of the regular meetings shall be given to each director at least 10 days prior to the meeting.
5.12 Special Meetings
Special meeting of the board of directors may be called by the chairman of the board of directors or any three directors at a time and place as determined by those persons authorized to call special meetings. Notice of time and place of special meetings shall be given to each director at least three days before the meeting.
The presence of half plus one of the sitting members of the board shall constitutes a quorum for the transaction of any business at any board meeting. Actions voted on by a majority of directors present at a meeting where a quorum is present shall constitute authorized actions of the board of directors
5.14 Ethical Standards
Directors, officers, and agents of the organization are expected to disclose or avoid activities that may conflict or lead to a conflict between the interest of the organization and the interests of such director, officer or agent. Violation of this ethical standard may result in termination of the relationship with the organization.
5.15 Conduct of Meetings
All meetings of the board of directors and any committees of the board shall be conducted according to Robert's Rules of Order.
6.1 Executive Committee
There shall be an Executive Committee composed of the President, Vice-President, Treasurer, Secretary and immediate past President. During the intervals between meetings of the board of directors, the executive committee shall advise with and aid the management of the organization in all matters concerning the interest and management and affairs of the organization, and shall perform all duties and exercise all powers of the board of directors unless otherwise prohibited by law. The president of the organization shall be the chairman of the executive committee.
6.2 Standing Committees
6.2.1 A Nominating Committee shall be appointed by the president at first board meeting following the annual meeting. This committee shall be composed of three members of the organization, one of whom must be a member of the executive committee. It is the duty of the nominating committee to obtain nominations as outlined in article 5.5 thenceforth to conduct the Board of Directors election.
6.2.2 A Fund Raising Committee shall be appointed by the president at the first board meeting following the annual meeting. This committee shall be composed of at least two persons one of which must be a member of the executive committee. Other members of the committee may or not be members of the organization. It is the duty of the fund raising committee to actively seek funds for the Naples Free-Net.
6.2.3 A Budget Committee shall be appointed by the president at the first board meeting following the annual meeting. This committee shall be composed of the president, vice president, treasurer and any other member of the board of directors chosen to serve by the president. It is the duty of the budget committee to gather the data, both revenue and expenses anticipated, including the upcoming plans and major projects for the organization, and thereby set the budget for the forthcoming year. That budget must be brought to the board of directors for approval. (02/96)
6.3 Special Committees
The board of directors, by resolution adopted by a majority of the entire board, may create such special committees as may be deemed desirable, the members of which shall be appointed by the President, with the approval of the board, which committees shall only have the lawful powers specifically delegated to them by the board.
Committees shall meet as directed by the board of directors, and their meetings shall be conducted by the rules as provided in Article Five for meeting of the board of directors. Minutes shall be recorded at each committee meeting and shall be presented to the board of directors.
ARTICLE SEVEN – Officers of the Naples Free-Net
The officers shall be a President, Vice-President, Secretary and Treasurer. There may also be other officers, as the board deems appropriate. All officers shall be chosen from among the members of the board of directors. No two offices may be held by the same person simultaneously.
7.2 Election and Term of Office
The officers shall be elected annually by the board of directors at the first meeting of the board of directors after the annual meeting. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until his or her successor shall have been duly elected and shall have been qualified or until his or her death, resignation or removal from office.
An officer may be removed with cause by resolution adopted by affirmative vote of two-thirds of the remaining directors of the board at any dutifully called meeting of the board of directors.
A vacancy in any office for any reason may be filled by the board of directors.
The President shall preside at all meeting of the Board of Directors. The President shall have and exercise general charge and supervision of the affairs of the organization and shall do and perform such other duties as may be assigned to him or her by the Board of Directors. This is subject to the President's right and the right of the board to delegate any specific power to any other officer of the organization.
7.6 Vice President
The Vice President shall have the power to perform duties that may be assigned by the President or the board of directors. If the President is absent or unable to perform his or her duties, the Vice President shall perform the President's duties until the board directs otherwise. The Vice President shall perform all duties incident to the office, and shall do and perform other duties as may be assigned to him or her by the President or the board of directors.
The Secretary shall cause to have the following functions performed:
i. minutes kept of board meetings;
ii. the provision of notices to each director as required;
iii. a register of the names and addresses of each officer and director kept; and
iv. any duties incident to the office and other duties as assigned by the President or the board.
The Treasurer shall:
i. have property and custody over corporate funds, securities and property;
ii. ensure that accurate books and records of corporate receipts and disbursements are kept;
iii. cause to have deposited all monies and securities received by the organization at such depositories in the organization's name that may be designated by the board;
iv. ensure that all corporate filings are completed; and
v. perform all duties incident to the office and other duties as assigned by the President or the board of directors.
ARTICLE EIGHT - Staff
8.1 Executive Director
The board may appoint an appropriate and qualified individual to carry out the executive and administrative functions of the organization. The senior staff position shall be the Executive Director who shall serve at the desire of the board. The executive director is an ex-officio member of the board of directors, executive committee and all other board committees. The Executive Director has no vote at these meetings.
8.2 Other Staff Members
The Board may appoint appropriate and qualified individuals to carry out functions of the organization.
ARTICLE NINE - Restrictions
9.1 Restrictive Purposes and Activities Provision
Notwithstanding any other provision of these articles, the organization is organized exclusively for one or more of the following purposes, charitable, scientific, or education purposes as defined in section 501 (c)(3) of the Internal Revenue Code of 1954 and shall not carry on any activities not permitted to be carried on by an organization exempt from the federal Income Tax law under 501 (c)(3) or corresponding provisions of any subsequent Federal tax laws.
9.2 Non Inurement Provision
No part of the net earnings of the organization shall inure to the benefit of any member, trustee, director, officer of the organization, or any private individual (except that reasonable compensation may be paid for services rendered to or for the organization).
9.3 Dissolution Provision
In the event of dissolution all of the remaining assets and property of the organization shall after necessary expenses thereof be distributed to such organizations as shall qualify under section 501 (c)(3) of the Internal Revenue Code, or corresponding provision of any subsequent Federal tax laws; or to the federal government, or to a state or local government, for a public purpose; or to another organization to be used in such manner as in the judgment of a Justice of the Supreme Court of the state of Florida will best accomplish the general purpose for which this organization was formed.
ARTICLE TEN - Corporate Document Procedure
All corporate documents (including stocks, bonds, agreements, insurance and annuity contracts, qualified and non-qualified deferred compensation plans, checks, notes, disbursements, loans, and other debt obligations) shall not be signed by any officer, designated agent, or attorney-in-fact unless authorized by the board of directors or these bylaws.
ARTICLE ELEVEN - Indemnification
11.1 Directors, Officer and Employees
The Naples Free-Net, from and after the date hereof, shall hold harmless any and all trustees, officers, directors and staff from any and all liability, claims, demands or expenses by reason of acting as a trustee, officer, director or staff and volunteer or otherwise by reason of any and all actions performed or omissions to act by reason of being a trustee, officer, director and staff otherwise of the organization.
11.2 Former Officer and Directors
The indemnification provided in this article continues for a person who has ceased to be a trustee, director, officer, staff or volunteer and shall inure to the benefit of the heirs, executors, and administrators of that person.
The organization may purchase and maintain insurance on behalf of any person who (a)n was or is a director, officer, employee or agent of the organization, or (b) was or is a volunteer who performed volunteer services at the request of the organization. Such insurance may protect against any liability asserted against the person and incurred by him or her in such a capacity or arising out of his or her status as such, whether or not the organization would have the power to indemnify against such liability under this article or the laws of the state of Florida.
ARTICLE TWELVE - Compensation
When authorized by the board a person shall be reasonably compensated for service rendered to the organization as an employee, agent, or independent contractor, except as prohibited by these bylaws. Directors and officers shall serve without compensation.
ARTICLE THIRTEEN - Fiscal Year
The fiscal year of the organization shall end on June 30.
ARTICLE FOURTEEN - Audit
The board of directors shall cause an independent annual financial review of the organization to be performed and may retain the services of an independent Certified Public Accountant.
ARTICLE FIFTEEN - Amendments
The membership at any regular or special meeting may amend or repeal these bylaws, or adopt new bylaws by a vote of two thirds of the members present, if notice setting forth the terms of the proposal has been given to the members at least thirty days in advance of such meeting by mail, facsimile, electronic mail or by a prominent posting on the Naples Free-Net, regardless of any notice for such meeting of the board of directors contained elsewhere in these bylaws.