A FLORIDA NON-PROFIT ORGANIZATION
1.01 Name. The name of this non-profit corporation shall be Leadership Hillsborough, Inc. (hereinafter Leadership Hillsborough, Corporation or Organization).
PURPOSE AND POWERS
2.01 Purpose. Leadership Hillsborough is a non-profit Organization, governed by a volunteer Board of Directors, whose purpose is to provide leadership opportunities, a formal leadership program, and networking opportunities for business professional and community-oriented individuals.
2.02 Powers. The Organization shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes for which the Corporation is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers of the Corporation may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.
2.03 Non-Profit Legal Status. Leadership Hillsborough is a Florida non-profit public benefit corporation, recognized as tax exempt under Section 501(c)(3) of the United States Internal Revenue Code.
2.04 Exempt Activities Limitation. Notwithstanding any other provision of these Bylaws, no director, officer, employee, member, or representative of the Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as it now exists or may be amended.
No part of the net earnings of the Corporation shall inure to the benefit or be distributable to any director, officer, member, or other private person, 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 the Articles of Incorporation and these Bylaws.
2.05 Distribution Upon Dissolution. Upon termination or dissolution of the Leadership Hillsborough, Inc., any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.
The organization to receive the assets of Leadership Hillsborough, Inc. hereunder shall be selected in the discretion of a majority of the managing body of the Corporation, and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against Leadership Hillsborough, Inc., by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of Florida.
In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to Leadership Hillsborough, Inc., then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Florida to be added to the general fund.
3.01 Principal Office. The principal office of Leadership Hillsborough shall be located within the County of Hillsborough in the State of Florida.
MEMBERSHIP & PROGRAM
4.01 Membership. There are two classes of membership:
A. Class Member: is a member of Leadership Hillsborough who is in the process of fulfilling the Leadership Hillsborough Program Requirements. Upon successful completion of the Leadership Hillsborough Program Requirements, the Class Member will graduate at the annual meeting of the Organization and automatically become an Alumni Member. Class Members are not eligible to vote.
B. Alumni Member: is a member who has completed the Leadership Hillsborough Program Requirements or has been admitted to Leadership Hillsborough membership as per policies, is current in the payment of annual Alumni dues, and agrees to be bounded by the Articles of Incorporation of this Organization, by these Bylaws, and by such Policies and Procedures as the Directors may from time-to-time adopt.
4.02 Admission to Membership. The Board of Directors shall from time-to-time prescribe the form and manner in which application may be made for membership, expressing the qualifications, rules and regulations for participation in the Leadership Hillsborough Program.
4.03 Property Rights. No member shall have any right, title, interest, or benefit in any of the property or assets, including any “net earnings” or investment income of this Organization, nor shall any of such property or assets by distributed to any member upon the dissolution of the Organization.
4.04 Liability of Members. No member of this Organization shall be personally liable for any of its debts, liabilities, or obligations, nor shall any member be subject to any assessment. Leadership Hillsborough shall carry and keep current Directors and Officers (D&O) Insurance. This requirement may be waived upon a majority vote of the Board of Directors at a monthly Board meeting.
4.05 Transfer, Termination and Reinstatement. Membership in this Organization is non-transferable after the Board-approved Class Member attends the opening retreat, unless special circumstances are otherwise approved by the Board of Directors. Membership shall terminate on the resignation or death of a member, or on his or her failure to pay the dues or fees required herein within 30 days of the due date. Individuals whose membership has been terminated may apply for reinstatement in the same manner as application is made for initial membership. Membership may also be terminated by formal action of the Board of Directors for action or activities considered to be not in the best interest of this Organization or its goals.
4.06 Annual fees. The Leadership Hillsborough Board of Directors will establish the amount of fees and the schedule of due dates on an annual basis.
5.01 Payment of Class Tuition. The Board of Directors will determine on an annual basis the amount of the class tuition fee payable to the organization by class participants. Class tuition shall be payable by the date of the Opening Retreat. See Section 4.05 for failure to pay. The Board of Directors, at their discretion, may allow special payment arrangements.
5.02 Payment of Alumni Dues. Alumni Dues shall be payable in advance of the 1st day of each fiscal year. Al umn i Dues of new members shall be prorated from the first day of the month in which such new member is elected to membership for the remainder of the fiscal year of the O rganization.
BOARD OF DIRECTORS
6.01 Number. Up to thirty (30) voting members may serve on the Board of Directors of this Organization. All Board Members must be formally nominated and approved by the current voting Board Members.
6.02 Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of any business at any meeting of the Board; provided, however, that if less than a majority of the Board is present at any meeting, a majority of the Board present may adjourn the meeting.
6.03 Term of Office. The initial term of the Board of Directors shall be for a three (3) year term. Additional one (1) year terms of office may be elected on an annual basis.
6.04 Qualifications and Election. Each Director shall be a member in good standing and a graduate of Leadership Hillsborough. Directors are elected by the Board of Directors. A Director must be elected by the majority of votes cast. A member of the Organization who has graduated from a past class may also submit his or her name to the Board for consideration. Board members are required to keep their alumni dues current.
6.05 Powers. Except as otherwise provided for in these Bylaws, or by law, the powers of the Organization shall be exercised, its properties controlled, and its affairs conducted by the Board of Directors, which may, however, delegate the performance of any duties or the exercise of any powers to such officers and agents as the Board may from time to time, by resolution designate.
6.06 Replacement of Board of Directors. If the Board of Directors determines a vacancy shall be filled, the Nominating Committee shall nominate persons for election to the Board of Directors. The vacancy shall be filled by vote of a majority of the remaining Board Members at a regular or special meeting of the Board. Such person shall hold office for the unexpired term of his or her predecessor in office, subject to the power or removal contained herein. Any member of the Board may be removed, with or without cause, by the vote of the Board of Directors at a regular or special meeting called for that purpose.
6.07 Compensation. Members of the Board of Directors shall serve without compensation; however, normal reimbursement for Leadership Hillsborough related out-of-pocket expenses is permitted.
6.08 Meetings. Meetings shall be held at such place or places as the Board of Directors may from time to time designate. Special or emergency meetings of the Board of Directors may be called by the Chair, or any three (3) members of the Board. Under special circumstances, the Executive Committee or the Chair can authorize meetings or conduct a polling of votes via electronic means to conduct Leadership Hillsborough business.
6.09 Board Member Responsibilities. Board Members are expected to regularly attend Board meetings, actively participate in recruiting new members, and plan, organize and execute at least one (1) Leadership Hillsborough Program a year. Failure to attend meetings, recruit new members and organize a program may be considered by the Board as grounds for removal from the Board of Directors. Board Members are also encouraged to regularly participate in other member and alumni functions.
Suspension, Removal, Termination:
(a) Any Board Member may be removed by the Board of Directors by a vote of at least two-thirds (2/3) of the voting members of the Board whenever in the Board’s judgment the interest of the organization would be best served by their removal.
(b) When a Member of the Board of Directors has three (3) unexcused absences from scheduled meetings of the Board of Directors during the fiscal year, the Executive Committee shall review whether that member should maintain his or her status as a member of the Board, and the member in question shall be given an opportunity for comment. The recommendation to
suspend or terminate a Board Member shall be presented to the Board of Directors for a vote of at least two-thirds (2/3) of the members of the Board.
7.01 Officers. The officers of the Organization shall be a Chair, a Vice-Chair, a Secretary, and a Treasurer. The Vice-Chair shall be the Chair-Elect.
7.02 Election and Term of Office. The officers of the Organization shall be elected annually by the Board of Directors and shall hold office for one (1) year, or until successors are elected. The election of officers shall be held at any regular meeting of the Board of Directors in the month of June, or other specially set meeting in the month of June during each fiscal year. Officers shall be elected from among non ex-officio members of the Board of Directors.
7.03 Removal. Any officer may be removed by the Board by a vote of at least two-thirds (2/3) of the voting members of the Board whenever in the Board’s judgment the interest of the Organization would be best served by their removal.
7.04 Vacancies. Any vacancy in any office may be filled by a Board member for the unexpired portion of the term.
7.05 Chair. The Chair, as the chief executive officer of the Organization, shall exercise general supervision and control over all activities of the Organization. The Chair shall preside at all meetings of members and of Directors. They may sign, with the Secretary or other officer duly authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments the execution of which has been authorized by the Board of Directors, except in cases where the signing and execution thereof shall have been expressly delegated by the Board, by these Bylaws, or by law to some other officer or agent of the Organization; and in general they shall perform all duties incidental to the office of Chair, and such other duties as may be prescribed by the Board of Directors.
7.06 Vice Chair. In the absence of the Chair, or in the event of their inability or refusal to act, the Vice Chair shall perform the duties of the Chair, and when so acting shall have all the powers of, and be subject to all restrictions upon, the Chair. The Vice Chair shall also serve as the Chair for the Alumni Advisory Committee. The Vice Chair shall perform such additional duties as may from time-to-time be assigned to them by the Chair or by the Board.
7.07 Treasurer. If so required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors may deem appropriate. This Organization shall pay the bond premium. The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the organization; receive and give receipts for moneys due and payable to the Organization from any source whatsoever, and deposit all such moneys in the name of the Organization in such banks, trust companies, or other depositories as shall be selected by the Board; and in general perform all duties
incidental to the office of Treasurer, and such other duties as may from time-to-time be assigned to them by the Chair or by the Board. The Treasurer shall also be responsible for filing any and all necessary financial paperwork with the City of Tampa, Hillsborough County, the State of Florida, and/or the Internal Revenue Service.
7.08 Secretary. The Secretary shall take and keep minutes of Board meetings and keep other records as assigned by the Chair or Board.
7.09 Parliamentarian. The Chair of the Governance Committee shall act as a Parliamentarian at Board and membership meetings, and ensure compliance with and advice on the interpretation of the Bylaws. In the absence of the Chair of the Governance Committee, the Secretary shall serve as Parliamentarian at any meeting.
8.01 General Provisions.
A. Except as otherwise provided for in these Bylaws, the Chair, by and with the approval of the Board of Directors, shall appoint all committees and committee chairmen from members or alumni. Committee appointments shall be at the will and pleasure of the Chair and shall run concurrent with the term of the appointing Chair unless a shorter term is specified by the appointing Chair and the Board of Directors. A committee may be discharged by the Chair when its work has been completed or when, in the opinion of the Chair with the approval of the Board of Directors, it is deemed wise to discontinue the committee.
B. The Chair shall appoint a Chair for each committee.
C. Committees shall provide at least five (5) days’ notice (either by mail, electronic mail or by phone) of committee meetings. The committee membership present at a properly noticed committee meeting shall constitute a quorum.
8.02 Standing Committees.
A. Executive Committee. There shall be an Executive Committee consisting of the Chair, Vice-Chair, Secretary, Treasurer, immediate past-Chair and the Class Liaison.
B. Curriculum Committee. The Curriculum Committee shall be responsible for defining the Leadership Hillsborough program content and class schedule.
C. Nominating Committee. The Nominating Committee shall consist of a minimum of three (3) persons. Only one (1) officer can serve on the committee, provided that he/she does not chair the committee.
The Nominating Committee shall be responsible for presenting a single slate of nominees for: (i) officer positions on the Board, and (ii) vacancies on the Board. No member of the Nominating Committee may nominate a member of the Nominating Committee to be on the
prospective slate of nominees for officers.
The Nominating Committee shall submit the slate of nominees for officers and the slate of nominees for new directors a minimum of two (2) weeks prior to the June meeting of the Board of Directors each year. Any member of Leadership Hillsborough in good standing at the May meeting may move to add any other person(s) to the slate of new directors and/or officers, except that only members of the Board of Directors may move to add any person(s) to the slate of officers, and, if approved by a majority of the members of the Board of Directors present, he or she will be added to the appropriate slate. No person may be included on the slate of officers and/or new director nominees or added to either slate as provided herein unless such person has consented to his or her nomination. At the same June meeting of the Board of Directors, the Board of Directors will vote on the slate of nominees for officers and the slate for new directors as presented by the Nominating Committee and any nominees added to either slate as provided herein.
The Nominating Committee may also present nominees to fill vacancies on the Board as they occur due to resignation or removal. Nominations of other persons to fill the same vacancies may be made in the same manner for election of new directors as provided in the preceding paragraph, except that the vote will occur at the same meeting as the presentation of the nominees by the Nominating Committee.
D. Alumni Advisory Committee. The Alumni Advisory Committee will arrange educational, social and community development activities to further the purpose of Leadership Hillsborough and to maintain personal contact between members of the organization, as well as serve as an advisory resource for the Board of Directors and the Organization. The Vice Chair shall be Chair of this Committee.
E. Recruitment Committee. The Recruitment Committee is responsible for the recruitment of new members. If there are more applications for membership than available openings, the Recruitment Committee shall make recommendations to the Board of Directors for admission to membership. The Board of Directors may adopt standards or enact Bylaws for the selection of members.
F. Governance Committee. The Governance Committee is responsible for managing and drafting amendments to the Bylaws, monitoring the Articles of Incorporation and the Bylaws, and maintaining other policy and procedural issues as directed by the full Board of Directors.
G. Communications Committee. The Communications Committee is responsible for publicizing and promoting the activities of the organization, to the membership, to other organizations, and the general public as deemed necessary. The Communications Committee is also responsible for maintaining and updating the Leadership Hillsborough website (http://www.leadershiphillsborough.com) and other social media.
H. Scholarship Committee. Scholarship Committee members will review scholarship applications submitted by potential members and make recommendations to the Board of Directors for approval of scholarship disbursements in accordance with the budget allocation approved for the corresponding budget year.
I. Budget Committee. Budget Committee members are responsible for development and maintenance of the annual Budget. The Budget committee shall, at a minimum, consist of the
Chair and the Treasurer. A Budget shall be voted on and passed by the Board of Directors within 30 days of the start of the fiscal year.
J. Sponsorship Committee. Sponsorship Committee members are responsible for acquiring and managing sponsors for various events and activities in an effort to reduce overall costs and to develop synergies between Leadership Hillsborough and community partners.
8.03 Other Committees. Other committees may be created by the Chair with the approval of the Board to carry out the Leadership Hillsborough program.
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
9.01 Contracts. The Board of Directors may, by resolution duly adopted, authorize any officer or officers, agent or agents of the Organization, in addition to the officers so authorized by these Bylaws, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Organization. Such authority may be general or confined to specific instances.
9.02 Gifts and Contributions. The Board of Directors may accept on behalf of the Organization any contribution, gift, bequest, or devise of any property whatsoever, for the general and specific charitable purposes of the Organization.
9.03 Deposits. All funds of the Organization shall be deposited within 30 days to the credit of the Organization in such banks, trust companies, accounts or other depositories as the Board of Directors may select.
9.04 Checks, Drafts, Orders of Payment. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Organization shall be signed by such officer or officers, agent or agents of the Organization and in such manner as the Board of Directors shall determine from time-to-time by resolution. In the absence of such determination, such instruments shall be signed by the Treasurer and countersigned by the Chair or Vice-Chair of the Organization.
10.01 Books and Records. The Organization shall prepare and maintain correct and complete books and records of account, and shall also keep minutes of the meetings of its members and Board of Directors, and shall keep a membership file giving the names and addresses of members entitled to vote. All books and records of the Organization may be inspected by any trustee, or member, or the agent or attorney of either, or any proper person, with a minimum of a 2 week notice via mail, electronic mail or phone.
10.02 Fiscal Year. The fiscal year of the Organization shall begin on the first day of July and end on the last day of June in each year.
10.03 Fiscal Procedures. Annually the Board of Directors shall formally establish fiscal procedures
which will govern disbursements. The Board shall ensure all tax preparation actions, if necessary, are completed for each fiscal year.
10.04 Dissolution. In the event this Organization should be dissolved for any reason, any of the remaining assets shall be distributed to an organization recognized as exempt under Section 501(c)(3) of the Internal Revenue Code, latest edition.
11.01 Amendments to Bylaws. The Bylaws of this Organization may be amended, repealed, or adopted by the Board of Directors by a vote of at least two-thirds (2/3) of the voting members of the Board at the annual meeting, regular Board meeting, or at any special meeting called for that purpose, provided that at least one (1) month notice is given to the Board, which notice includes the specific proposal(s), and describes the effect of the proposal(s) on the existing Bylaws of the Organization.
12.01 Effective Date. These Bylaws shall be effective immediately following their adoption.
(This version approved and adopted by vote of the Board of Directors – December 3, 2014.)