ARTICLE 1 THE ASSOCIATION
Section 1.1 Name The name of the incorporated business as stated in the Articles of Incorporation is National Society for Hispanic Professionals
Section 1.2 Liability The liability for debts of the Association shall be limited to property of the Association.
Section 1.3 Powers Without limiting the generality of any other provisions of these Bylaws (herein so called), the Association, acting
by and through its Board of Directors (the "Board") is authorized to
do all acts permitted by the Florida Non-Profit Corporation Act as the
same shall be amended from time to time; provided, however, the Association,
except to an insubstantial degree, shall not engage in any activities
or exercise any powers that are not in furtherance of the purposes of
the Association. The Association is recognized by the Internal Revenue
Service as a not for profit trade association classified as a 501(c
) (6 ) tax exempt organization.
Section 1.4 Scope The Association will provide Hispanic professionals with networking & leadership opportunities and information on education,
careers and entrepreneurship on as broad a scope as possible but will
focus most of its activities in the United States and the Americas.
The Association shall consider applications or association affiliations
from states and regions inside the United States or countries outside
the United States provided they meet established criteria.
ARTICLE 2 OBJECTIVES AND PURPOSES
Section 2.1 Objectives and Purposes: To provide Hispanic professionals with networking & leadership opportunities and information on education,
careers and entrepreneurship. To foster research and distribution of
knowledge of Hispanic professional talent among the membership and the
general public. To ensure the inclusion of Hispanics in corporate America
at a level congruent with the economic contributions of the Hispanic
American community. To foster, promote, maintain and encourage the civic,
social and economic welfare of the Hispanic professional community and
to support a system of free and competitive enterprise and individual
acceptance of responsibility. To cooperate with federal, state, local
and international government authorities for the good of the Hispanic
professional community. To cooperate with educational institutions and
non-profit organizations concerned with related matters of interest
to the Hispanic professional community. To acquire, preserve and disseminate
data and available information relative to the functions and accomplishments
of the Association and its members. To cooperate with state, regional
and international associations with common interests in the welfare
of the Hispanic professional community in general. To undertake such
other functions consistent with these Bylaws that will advance that
growth and prosperity of the Association·s members. To promote the common
career interests of the members of the Association and the Hispanic
ARTICLE 3 OFFICES
Section 3.1 Permanent Address The initial registered office of the Association shall be at the place designated in the Articles
of Incorporation. Thereafter, the permanent address shall be at such
other place as the Board may from time to time designate by resolution.
Section 3.2 Other Offices The Association may have other offices at such places, within or without the State of Florida, as the
Board from time to time may determine or the business of the Association
ARTICLE 4 DIRECTORS
Section 4.1 Board of Directors The business and affairs of the Association shall be managed by the Board, which may exercise all such
powers of the Association and do all such lawful acts and things as
are not by statute or by the Articles of Incorporation or by these Bylaws
Section 4.2 Board Regions The Board shall establish five geographic regions within the Association for the election of directors from those
Section 4.3 Number of Directors and Term of Office The Board shall consist of 13 directors and the Immediate Past-president/Parliamentarian.
There shall be three directors from the Florida/southwest, three directors
from the California/northwest, two directors from the Chicago/central,
three directors from the New York/northeast and two directors from the
Florida/southeast regions. The directors shall be divided, with respect
to the time for which they severally hold office into three classes,
Class I, Class II and Class III, as nearly equal in number as is reasonably
possible, with the term of office of Class I directors to expire at
the first general meeting of members for the 2001 fiscal year, the term
of office of Class II directors to expire at the first general meeting
of members for the 2002 fiscal year and the term of office of Class
III directors to expire at the first general meeting of members for
the 2002 fiscal year, with each director to hold office until his or
her successor shall have been duly elected and qualified. Directors
shall be limited to one persona at any time from any single company,
immediate family (i.e., spouse, children, parents, and siblings), firm,
branch office, affiliated firm, corporation, partnership or any other
business entity. The number of directors may be increased or decreased
by the Board, but in no case shall the number of directors be less than
three. No decrease in the number of directors shall shorten the term
of any incumbent director. Only management-level employees of voting
class members of the Association are eligible to serve as directors
of the Association. No director shall serve more than two consecutive
3-year terms of office without a minimum one-year lapse between terms.
Section 4.4 Election of Directors Directors shall be elected at the first general meeting of members each fiscal year by the members
entitled to vote in the election of directors.
Section 4.5 Removal of Directors Whenever in their judgment the best interest of the Association will be served thereby, any director
may be removed by the affirmative vote of at least a majority of the
members entitled to elect such director or by the affirmative vote of
at least a majority of members of the Board.
Section 4.6 Resignations Any director may resign at any time by giving written notice to the President or Secretary of the Association.
Such resignation shall take effect at the time specified therein, and,
unless otherwise specified therein, the acceptance of such resignation
shall no be necessary to make it effective.
Section 4.7 Vacancy Any vacancy occurring in the Board shall be filled by the board at a general meeting of members or at a special
meeting of the Board called for that purpose, except that to the extent
they are not represented on the Board, regional vacancies shall be filled
by such regions in descending order of the number of Association memberships
until all regions are represented. Each director appointed to fill a
vacancy shall hold office for the unexpired term of his predecessor,
and each director elected by reason of an increase in the number of
directors shall be elected to old office for a term, not to exceed three
years as specified in the election, or until his successor shall have
been elected and shall have qualified, or until his death, resignation
Section 4.8 Meetings Regular meetings of the Board may be held at such time and place as shall from time to time be determined by the
Board; provided, however, at least one regular meeting of the Board
shall be held each calendar quarter and each director must be given
not less than 10 days notice of each regular meeting. Special meetings
of the Board may be called by the President on 72 hours· notice to each
director, given personally, or by telecopy, telephone, telegraph or
by mail; special meetings shall be called by the President or Secretary
in like manner and on like notice on the written request of at least
two directors. The purpose of any special meeting shall be specified
in the notice or any waiver of notice.
Section 4.9 Quorum At all meetings of the Board the presence of a majority of the directors then in office shall be a quorum for
the transaction of business, and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of
the Board, except as may be otherwise specifically provided by statute
or by the Articles of Incorporation or by these Bylaws. If a quorum
shall not be present at any meeting of the Board, the directors present
may adjourn the meeting from time to time without notice other than
announcement at the meeting, until a quorum shall be present.
Section 4.10 Unanimous Consent in Lieu of Meeting Any action required or permitted to be taken at a meeting of the Board or any executive
committee may be taken without a meeting if a consent in writing setting
the action so taken shall be signed by all of the members of the Board
or executive committee, as the case may be, and such unanimous consent
shall have the same force and effect as a unanimous vote at a meeting.
Section 4.11 Telephone Meetings Directors or members of any committee designated by the Board may participate in and hold a meeting
by means of conference telephone or similar communications equipment
by which all persons participating in the meeting can hear each other.
Section 4.12 Absence Any director who shall have been absent from three meetings of the Board during a single fiscal year shall automatically
vacate the seat held on the Board and the vacancy shall be filled as
provided in these Bylaws. However, the Board shall consider each absence
of a director as a separate circumstance and may expressly waive or
excuse an absence if significant mitigating circumstances exist. Waiver
of the absence shall require an affirmative vote of a majority of the
Board. No director absent from a meeting shall be allowed to vote by
Section 4.13 Compensation of Directors No director or member of any committee of the Board may be paid compensation for his services
as a director or member of any such committee. Such person, however,
shall be entitled to reimbursement for any reasonable out-of-pocket
expenses incurred on behalf of the Association if supported by invoice.
The reimbursement of directors may be on such basis as is determined
in resolution of the Board. Any director shall not be barred from serving
the Association in any other capacity and receiving reasonable compensation
for such other services; provided, however, that no compensation shall
be paid when to do so would jeopardize the status of the Association
as a tax-exempt organization under federal or state law.
Section 4.14 Executive Committee, How Constituted and Powers The Board of Directors may in its discretion, by resolution passed by
a majority of the whole Board of Directors, designate an Executive Committee
consisting of one or more of the directors of the Association. The Executive
Committee shall consist of the officers, subject to ratification by
the entire Board of Directors. The Board of Directors shall have the
power at any time, by resolution passed by a majority of the whole Board
of Directors, to change the membership of the Executive Committee, to
fill all vacancies in it, or to dissolve it, either with or without
Section 4.15 Executive Committee Organization The Chairman of the Executive Committee, to be selected by the Board of Directors, shall
act as chairman at all meeting of the Executive Committee and the Secretary
shall act as Secretary thereof. In case of the absence from any meeting
of the Executive Committee or the Secretary, the Executive Committee
may appoint a chairman or Secretary, as the case may be, of the meeting.
Section 4.16 Executive Committee Meetings Regular meetings of the Executive Committee, of which no notice shall be necessary, may
be held on such days and at such places, within or without the State
of Florida, as shall be fixed by resolution adopted by a majority of
the executive Committee and communicated in writing to all its members.
Special meetings of the Executive Committee shall be held whenever called
by the Chairman of the Executive Committee or a majority of the members
of the Executive Committee then in office. The Board of Directors shall
receive minutes of any and all decisions taken by the Executive Committee
at their meeting(s), which shall all be subject to Board approval.
Section 4.17 Other Committees The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or
more of the directors of the Association as alternate members of any
committee, who may replace any absent or disqualified member at any
meeting of the committee. At any meeting of a committee, a majority
of the members of the committee shall constitute a quorum for the transaction
of business, and the act of a majority of the members present at any
meeting at which a quorum is present shall be the act of the committee.
Section 4.18 Minutes of Committees Each Committee shall keep regular Minutes of its meetings and proceedings including the Executive
Committee and report the same to the Board of Directors at the next
Section 4.19 Alternate Members of Committees The Board of Directors may designate one or more directors as alternate members of the Executive
Committee or nay other committee, who may replace any absent or disqualified
member at any meeting of the committee, or if none be so appointed,
the member or members thereof present at any meeting and not disqualified
from voting, whether or not he or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting
in the place of any such absent or disqualified member.
ARTICLE 5 MEMBERSHIP
Section 5.1 Classes of Membership General members shall designate their choice of a voting representative on the original application
for membership and shall notify the Association of any changes of the
designated voting representative". If such a designation was not made
at the time of membership application, the association should receive
such a designation in writing. In the event of a floor vote, a roll
call will be made to ascertain that only one vote per member is issued.
Voting Memberships. The following classes of memberships shall be entitled
to one vote per membership provided dues are current and the member
meets all criteria and qualifications and dues rates shall be determined
by the Board and these Bylaws. Benefits of membership, qualifications
and dues rates shall be determined by the Board and calculated annually
before each membership cycle. General Membership. Any individual sharing
the objective and purposes of the Association and meeting such membership
qualifications as determined by the Board may become members of the
Association by completing an application, and paying such dues as determined
by the board. Charter Membership. Charter Membership is made up of all
voting class members responsible for the establishment of the Association
through their financial support of the Association at its creation.
Charter members may be designated as such in all annual publications
of the Association and Charter members may refer to themselves as such
in their own publications. Non-Voting Memberships. The following classes
of memberships are not entitled to vote or to hold an office of the
Association, but are eligible for other membership benefits and services
after such member meets all criteria and qualifications approved by
the Board and these Bylaws. Benefits of membership, qualifications and
dues rates shall be determined by the Board and evaluated annually before
each membership cycle. Associate Membership. Corporations, partnerships,
divisions and other entities or divisions of such entities not satisfying
all of the General Membership criteria and other organizations and individuals
sharing the objective and purposes of the Association and meeting such
membership qualifications as determined by the Board may become members
of the Association by completing an application, paying such dues as
determined by the board and receiving the formal approval of a majority
Board. Affiliated Associations. See Article 9. Governmental, Regulatory
Memberships. Any individual associated or responsible in any manner
within the title of this category may join the Association after meeting
such qualifications and paying such dues as determined by the Board.
Educator and Student Memberships. Any individual directly associated
with an institution of higher learning may join the Association by meeting
such qualifications and paying such dues as determined by the Board.
Separate dues may be established for these two classifications. Youth
Membership. An individual under the age of 18 years may join by completing
the appropriate application form and paying such dues as determined
by the Board. Honorary Membership. A person who has made significant
contribution to the community or the Association may be eligible for
Honorary Membership upon receiving the formal approval of a majority
of the Board.
Section 5.2 Membership Procedure Election to general membership in the Association shall be as follows: (A.) A complete membership application
indicating the correct membership category shall be submitted to the
Association. The application shall be accompanied by full dues payment
fitting the appropriate category. (B.) The application will be processed
in the manner and following such procedures as established and reviewed
annually by the Board. Any questions as to the qualifications of an
applicant in the category applied for will be addressed at the next
meeting of the Board. (C.) Membership may be revoked by a majority vote
of the Board for any reason.
Section 5.3 Dues Membership dues for each category of membership shall be established annually by the Board. The membership year shall
coincide with the Association·s fiscal year. Membership shall be revoked
for non-payment of dues.
Section 5.4 Meetings The general meetings of the members shall be held twice each fiscal year at such place In the United States and
at such times as may be specified by resolution of the Board and designated
in the notice of the meeting. Special meetings of the members may be
called at any time by the Board and shall be called by the President
within 30 days after the Association receives written request from 10%
of the voting members. Each special meeting shall be held at such place
as may be specified in the notice of the meeting and the notice of each
special meeting shall describe the business to be transacted at the
meeting, and no other business may be considered at such meeting.
Section 5.5 Notice of Meetings of Members Except as otherwise provided by statute, written or printed notice stating the place, day
and hour of the meeting, and in the case of a special meeting, stating
the purpose or purposes for which the meeting is called, shall be delivered
not less than 10 not more than 60 days before the date of the meeting,
either personally, by facsimile transmission or by mail, by or at the
direction of the President, Secretary or the members requesting the
meeting, to each member of record entitled to vote at such meeting.
Notice of any meeting may be waived by a writing filed by the member
in person or by proxy at any meeting of the members shall be deemed
to be the equivalent of such waiver.
Section 5.6 Quorum At all meetings of the members the presence of at least a majority of the voting members, represented either in
person or by proxy, shall be a quorum for the transaction of business,
and the act of a majority of the members present at any meeting at which
there is a quorum shall be the act of the membership, except as may
be otherwise specifically provided by statute or by the Articles of
Incorporation of the Association or by these Bylaws. If a quorum shall
not be present at any meeting of the members, the chairman of the meeting
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 5.7 Voting Each voting member shall be entitled to one vote upon each matter submitted to a vote at a meeting of members. A
voting member may vote by proxy executed in writing by its representative
or its duly authorized attorney-in-fact. No proxy shall be valid after
eleven months from the date of its execution unless otherwise provided
in the proxy. Each proxy shall be revocable unless it is expressly provided
therein to be irrevocable and in no event shall it remain irrevocable
for more than eleven months. Where directors are to be elected, the
election may be conducted by mail, by facsimile transmission or a combination
of the two.
Section 5.8 Disputes Between Members The Association shall not intervene, mediate, or otherwise attempt to resolve disputes between
ARTICLE 6 NOTICES
Section 6.1 Form of Notice Whenever under the provisions of the statutes or of the Articles of Incorporation or of these Bylaws,
notice is required to be given to any member or director and no provision
is made as to how such notice shall be given, it shall not be construed
to mean personal notice, but any such notice may be given in writing,
by facsimile transmission or by mail, postage prepaid, addressed to
such member or director at such address as it appears on the books of
the Association. Any notice required or permitted to be given by facsimile
transmission shall be deemed to be given on successful transmission
of the facsimile. Any notice required or permitted to be given by mail
shall be deemed to be given when it is deposited in the United States
mail, postage prepaid.
Section 6.2 Waiver Whenever any notice is required to be given to any member or director, under the provisions of the statutes
or of the Articles of Incorporation or of these Bylaws, a waiver
thereof in writing signed by the person or persons entitled to
such notice, shall be deemed equivalent to the giving of such
ARTICLE 7 OFFICERS
Section 7.1 In General The officers of the Association shall be a President, a president-elect, a Secretary and a Treasurer. The
Board may also appoint one or more Assistant Secretaries and one or
more Assistant Treasurers and such other officers and agents, as it
shall deem necessary, all of which shall also be officers. Any two or
more offices may be held by the same person, except that the offices
of President and Secretary shall not be held by the same person.
Section 7.2 Election Subject to the provisions of Section 7.6 of these Bylaws, the Board shall elect the officers of the Association
at the first general meeting held each fiscal year. Each of the officers
must be a member of the Board.
Section 7.3 Compensation No compensation shall be paid to any officers of the Association for the performance of his or her duties
as an officer. Such person, however, may, with prior approval of the
Board, be reimbursed for out-of-pocket expenses incurred on behalf of
the Association if supported by invoice. The reimbursement, if any,
of officers shall be on such basis as determined in a resolution of
the Board. Any officer shall not be bared from serving the Association
in any other capacity and receiving reasonable compensation for such
other services; provided, however, that no compensation shall be paid
when to do so would jeopardize the status of the Association s a tax-exempt
organization under federal or state law.
Section 7.4 Term of Office and Removal Each officer of the Association shall hold office for a term of one year or until his successor is duly
elected and qualified. Any officer or agent elected or appointed by
the Board may be removed at any time for or without cause by the affirmative
vote of a majority of the whole Board, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
If any office becomes vacant for any reason, the vacancy may be filled
by the Board.
Section 7.5 President The President shall be the chief executive officer of the Association and shall have the general powers and duties
of supervision and management usually vested in the office of the president
of a corporation, and, subject to the powers of the Board, he shall
have general supervision, direction and control of the business of the
Association. He shall serve as Chairman of the Board and Chairman of
the Executive Committee. He shall preside at all meetings of the members
and directors if present thereat. The President shall not execute bonds,
mortgages and other contracts on behalf of the Association or shall
cause the seal, if any, to be affixed to any instrument requiring it,
and when so affixed, the seal shall be attested by the signature of
the Secretary, unless he has received prior approval by the Board.
Section 7.6 President-Elect The president-elect, if any, shall, in the absence or disability of the President, perform the duties and
exercise the powers of the President. The president-elect shall have
such powers and perform such duties as the Board may from time to time
prescribe, or as the President from time to time may delegate to him.
The president-elect, unless he declines the office, shall assume the
position of President at the first general meeting of the fiscal year
next following his election.
Section 7.7 Secretary The Secretary shall see to the proper recording of meetings of the Board, its committees and the members,
and shall record all votes and the minutes of such proceedings in a
book to be kept for that purpose. He shall give, or cause to be given,
notice of all meetings of the Board and the members and shall perform
such other duties as may be prescribed by the Board or the President,
under whose supervision he shall be. He shall keep in safe custody the
seal of the Association, if any, and, when authorized by the Board,
affix the same to any instrument requiring it. He shall furnish such
bonds, at the expense of the Association, as the Board may determine.
Section 7.8 Assistant Secretaries Each Assistant Secretary shall have such powers and perform such duties as the Board may from time
to time delegate him, and each Assistant Secretary shall, in the absence
of the Secretary, or may otherwise, if the board so directs, perform
the duties of the Secretary.
Section 7.9 Treasurer The Treasurer, if any, shall have the custody of the Association·s funds and securities and shall keep full
and accurate accounts of receipts and disbursements of the Association
and shall deposit all monies and other valuable effects in the name
and to the credit of the Association in such depositories as may be
designated by the Board. The Treasurer shall disburse the funds of the
Association as may be ordered by the Board, taking proper vouchers for
such disbursements, and shall render to the President and the directors,
at the regular meetings of the Board or whenever they may require it,
an account of all his transactions as Treasurer or the equivalent and
of the financial condition of the Association, and shall perform such
other duties as the Board may prescribe. At the end of the fiscal year,
the Treasurer shall prepare an annual report, which shall reflect an
audit or review by the Budget Committee. A certified public accountant
may be retained at the Association·s expense to help guide the review
or audit. At the expiration of his term of office, the Treasurer shall
deliver over to his successor all books, money and other Association
property in his charge, or in the absence of a successor, he shall deliver
such properties to the President. Duties of the Treasurer as may be
specified by the Board may be delegated or assigned by the Treasurer
to employed by the Board may be delegated or assigned by the Treasurer
to employed staff.
Section 7.10 Assistant Treasurers Each Assistant Treasurer shall have such powers and perform such duties as the Board may from time
to time prescribe.
Section 7.11 Bonding Each officer required by the Board to do so shall give the Association a bond in such form, in such sum, and
with such surety or sureties, as shall be satisfactory to the Board,
for the faithful performance of the duties of his office and for the
restoration to the Association, in case of his death, resignation, retirement,
or removal from office, all books, paper, vouchers, money, and other
property of whatever kind in his possession or under his control belonging
to the Association.
ARTICLE 8 EXECUTIVE DIRECTOR
The Board of Directors may appoint or employ an Executive Director whose duties and functions shall be those prescribed by the Board of
Directors, provided that any such delegation of authority to the Executive
Director shall not operate to relieve the Board of Directors or any
individual directors of any responsibility imposed upon it or him by
law. The Executive Director shall be the chief operating officer of
the Association, and shall, subject to the control of the Board of Directors,
generally supervise, direct and control the day-to-day management of
the business and affairs of the Association. The Executive Director
shall attend meetings of the Board of Directors and shall make periodic
reports to the Board of Directors. The Board of Directors shall, from
time to time, determine the compensation to be paid, if any, to the
Executive Director. The Executive Director is authorized to employ,
on the approval of the Board of Directors, a staff responsible to assist
with the duties of the Executive Director. The Executive Director shall
be bonded and shall be responsible for the bonding of other staff members
in such manner under such conditions as the Board of Directors and the
Executive Director may direct.
ARTICLE 9 AFFILIATION AGREEMENTS
Section 9.1 Affiliation Applications The Board shall have the power to approve applications for affiliation with the Association.
Applications for affiliation with the Association shall be completed
and filed with the Association·s offices and presented at the next Board
Section 9.2 Scope of Affiliations Organizations that are eligible for affiliation with the Association are statewide associations, regional
associations. Associations from foreign countries may not be accepted
as members of NSHP.
Section 9.3 Minimum Requirements As a condition of continuing affiliation with the Association, organizations applying and receiving
recognition as an affiliated association ("Affiliates") agree to maintain
100% of their members as dues paying, voting members of the Association.
Each Affiliate also agrees to supply the Association with a complete
membership list of their organization no less than annually. Affiliates
agree to cooperate with the Association in creating their official publications
mailed out to inquirers. Affiliates agree to adhere to these Bylaws,
the code of ethics, and the procedures of the Association at all times
while an Affiliate. Failure to maintain these minimum requirements will
put an affiliate into a three-month probation period to rectify the
deficiencies or forfeit its affiliation. Forfeiture of affiliation must
be affirmed by Board vote. An Affiliate may withdraw its affiliation
with the Association by giving written notice to the Secretary of the
Association. Annual renewals of affiliation agreements are to be ratified
by the Board of Directors.
Section 9.4 Tax Procedures Affiliates should be incorporated and apply for IRS non-profit exemption status as a 501 ( c ) (5) association.
Each Affiliate will be responsible for its own state and national tax
returns. The Association cannot assume any responsibility for late filing
or tax delinquencies of Affiliates.
Section 9.5 Service to Affiliates/Status The Association will agree to provide membership services to it Affiliates as determined
and defined by the Board in the active Affiliation Agreement (herein
so called) between the Association and each Affiliate. Other than the
specific areas of cooperation outlined in the Affiliation Agreement,
it is understood that each Affiliate is a free standing, independent
association and is responsible for its own actions.
ARTICLE 10 GENERAL PROVISIONS
Section 10.1 Fiscal Year The fiscal year of the Association shall be as approved by the Board.
Section 10.2 Checks All checks or demands for money and notes of the Association shall be signed by such officer or officers or such
other person or persons as the Board from time to time may designate.
Section 10.3 Budget With recommendations of the Budget Committee, if any, the Board shall adopt an annual operating budget covering all
activities of the Association and shall disclose and discuss each annual
operating budget at the second general meeting of members each fiscal
Section 10.4 Indemnification To the fullest extent permitted by law, the Association shall indemnify any one or more of its directors
and officers or former directors and former officers against the liabilities
and expenses actually and necessarily incurred in connection with any
threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, arbitrative, or investigative, may
appeal in such an action, suit, or proceeding and any inquiry or investigation
that could lead to such an action, suit or proceeding, in which one
or more of them was, is, or is threatened to be made a defendant or
respondent by reason of his holding office as a director or officer,
if, upon a majority vote of the directors not involved in the proceedings
or upon any other determination permitted by Article 1396-2.22A of the
Florida Non-Profit Corporation Act, it is determined that the director
or officer, or former director or officer, ( I ) conducted himself in
good faith , (ii) reasonably believed, in the case of conduct in his
official capacity, that his conduct was in the Association·s best interest,
(iii) reasonably believed, in all other cases, that his conduct was
at least not opposed to the Association·s best interest, and (iv) in
the case of any criminal proceeding, had no reasonable cause to believe
his conduct was unlawful; provided, however, that indemnification may
not be given with respect to matters in which any such individual shall
be adjudged to be liable to the Association, or on the basis that personal
benefit was improperly received by him, whether or not the benefit resulted
from action taken in his official capacity. The Association my indemnify
any one or more of its employees against the liabilities and expenses
actually and necessarily incurred in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative, arbitrative or investigative, any appeal in such an
action, suit or proceeding and any inquiry or investigation that could
lea to such an action, suit or proceeding, in which one or more of them
was, is, or is threatened to be made a defendant or respondent by reason
of his or her being an employee, if, upon a majority vote of the directors
not involved in the proceedings, it is determined that the employee
(I) conducted himself or herself in good faith, (ii) reasonably believed,
in the case of conduct in his or her official capacity, that his or
her conduct was at least not opposed to the Association·s best interest,
(iii) reasonably believed, in all other cases that his or her conduct
is at least not opposed to the Association·s best interest, and (iv)
in the case of any criminal proceeding, had no reasonable cause to believe
his or her conduct was unlawful; provided, however, that indemnification
may not be given with respect to matters in which any such individual
shall be adjudged to be liable to the Association, or on the basis that
personal benefit was improperly received by him or her, whether or not
the benefit was improperly received by him or her, whether or not the
benefit resulted from action taken in his or her official capacity.
Officers and Directors Insurance shall be secured for the Board of Directors.
Section 10.5 Dissolution The Association will use its funds only to accomplish the objectives and purposes specified in these Bylaws
and the Articles of Incorporation and no part of said funds shall insure,
or be distributed, to the members of the Association. Upon dissolution
of the Association, any funds remaining shall be distributed to one
or more regularly organized and qualified charitable, educational, scientific
or philanthropic organization to be elected by the Board.
Article 11 AMENDMENTS
Section 11.1 General Unless otherwise provided by the Articles of Incorporation or a bylaw adopted by the members of
the Association, these Bylaws may be altered, amended, or repealed,
or new Bylaws may be adopted, at any meeting of the members of
the Association or of the Board at which a quorum is present,
by the affirmative vote of a majority of the voting members or
the directors, as the case may be, present at such meeting.