BY-LAWS OF Oak Hill Community Trust, Inc.
ARTICLE I
Name, Seal and Offices
1. NAME The name of this Corporation is Oak Hill Community Trust, Inc.
2. HISTORY This Corporation is the successor to the Events Committee, to incorporate the events and activities with greater efficiency, based on the following Mission and Vision statements:
MISSION STATEMENT
It is the mission of the Oak Hill Community Trust to provide events and activities that will connect the public and private sectors of the Oak Hill Community, and bring them together to strengthen family life, individual values and potential, and community and civic responsibility. The Trust and its programs shall be open to all who reside and have business interests in the community.
It is a 501(C)3 not-for-profit organization, pursuant to the Internal Revenue Code.
Vision Statement
It is the vision of the Oak Hill Community Trust that it shall play a leading role in creating and maintaining shared values and opportunities for interactions that generate a lasting sense of family for the residents of Oak Hill, and for those who work and visit in the community. Through events such as Christmas Parade and festival, Heritage Day, and the support of activities for the youth of the community and their families, recognition of academic, civic, and governmental leadership that contributes to community pride, and collaboration, the Trust will assure that neither growth nor diversity will diminish shared experiences and civic participation that create the character of the community
3. SEAL The Corporation's logotype shall serve as its seal and shall be subject to change or modification in such ways and at such times as the Board of Directors may adopt. The seal shall be kept in the custody of the Secretary, who shall authorize its use by the Corporation and by those authorized by the Directors in furtherance of the mission of the Corporation.
4. OFFICES The initial principal office of the Corporation shall be at
126 East Halifax Ave., Oak Hill, FL. The Corporation may also have offices at such other places as the Board of Directors may from time to time appoint or the purposes of the Corporation may require.
ARTICLE II
1. PURPOSE Consistent with the provisions of its Articles of Incorporations, this 4. OFFICES The initial principal office of the Corporation shall be at
126 East Halifax Ave., Oak Hill, FL. The Corporation may also have offices at such other places as the Board of Directors may from time to time appoint or the purposes of the Corporation may require.
Corporation shall: be exclusively charitable in nature, to-wit: To engage exclusively in activities for charitable, religious, and educational purposes, within these restrictions, to engage in activities including, but not limited to, the following:
(a) To raise funds to support activities for the betterment of the residents of the City of Oak Hill, Florida, and its surrounding areas. 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 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 or (b) by a corporation contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or Chapter 617, Florida Statutes.
(b) To employ, contract for, or otherwise obtain the services of agents to perform all services required in connection with the carrying out of its aforesaid purposes.
(c) To borrow money, to contract debts when necessary to the transaction of its business or for the exercise of its corporate rights, privileges or franchises, or for any other lawful purpose of its incorporation.
(d) To have one or more offices, and to conduct its business and promote its objectives within the State of Florida without restriction as to place or manner.
(e) To do all and everything necessary or appropriate for the accomplishment of any of its purposes or of any of its objects, the furtherance of the powers enumerated in these By-laws or any amendment thereof, or necessary or incidental to the protection and benefit of the Corporation.
(f) To distribute its income for each tax year at such time and in such manner as not to become subject to the tax on undistributed income as defined in Section 4942 of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code.
(g) The Corporation shall not engage in any act of self-dealing as defined in Section 4942(d) of the Internal Revenue Code of 1986, or the corresponding provisions of any future United States Internal Revenue Law.
(h) No part of the net earnings of the Corporation shall benefit or be distributed to its directors, officers or private persons except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered.
(i) The Corporation will not retain any excess business holdings as defined in Section 493(c) of the Internal Revenue Code of 1986 or the corresponding provisions of any future United States Internal Revenue Law.
(j) The Corporation will not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code, or the corresponding provisions of any future United States Internal Revenue Law.
(k) The Corporation will not make any taxable expenditure as defined in Section 4945(d) of the Internal Revenue Code, or the corresponding provisions of any future United States Internal Revenue Law.
(l) Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Corporation, transfer all of the assets of the Corporation to the City of Oak Hill for the purpose of maintaining the V.I.A. property and building, which has been deeded to the people of Oak Hill.
ARTICLE III MEMBERSHIP
1. MEMBERSHIP - Membership in the Corporation shall be open to all individuals, 18 and older, who reside, are employed, or own a business in the city of Oak Hill, pay annual membership dues as established by the Board of Directors, and others who may be designated by the Directors to serve on the basis of their contributions to the Mission and Vision of the Corporation.
ARTICLE IV - DIRECTORS
1. ELECTIONS
TERMS OF OFFICE The business and property of the Corporation shall be managed and controlled by a Board of Director who shall be elected annually by the then existing Board for a term of three years. Hence, one-third of the Board will be reviewed each year and shall be nominated, renominated, or elected at the annual meeting of the Board, to hold office for 3 years. Such annual meeting shall be held at a place and time set by the existing Board. The Directors shall be chosen by ballot at such meeting by a majority of the votes.
2. ALLOWABLE NUMBER
The permitted number of Directors of the Corporation shall be not less than three (3), and
at no time shall the quorum be less than 3 board members. The number of Directors for any annual period shall be fixed by the Board of Directors by Resolution adopted at least 30 days prior to the next Annual meeting.
3. RESIGNATION Any Director may resign at any time by giving written notice of such resignation to the Board of Directors.
4. FILLING OF VACANCIES Any vacancy in the Board of Directors may be filled for the unexpired portion of the term by the Directors then serving, even if less than a quorum, by
affirmative vote of the majority thereof.
5. ANNUAL MEETING As soon as possible after each annual election of Directors, the Directors may meet for the purpose of transacting any business that comes before the
Board, including the election of officers.
6. REGULAR MEETINGS The Board of Directors shall meet at least once per quarter at such time and places as it shall be determined.
7. SPECIAL MEETINGS Special meetings of the Board of Directors may be called by the Chairman and must be called on the written request of any member of the board.
8. NOTICE OF MEETINGS Except as otherwise provided herein, notice of all Directors' meetings shall be given by mailing or e-mailing the same at least 5 days in advance of the
designated meeting date to the usual business or residence address of the Director. The Annual meeting and regular meetings of the Board of Directors may be held without notice at such time and place as shall have been previously determined by the Board and communicated to each of its Members. Any business may be transacted at any Directors meeting.
9. PRESIDING OFFICERS At all meetings of the Board of Directors, the Chairman, or in his or her absence the Vice-Chairman or other designated officer present, shall preside.
10. QUORUM At all meetings of the Board of Directors, one third of the existing Directors shall constitute a quorum for the transaction of business. 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 of Directors.
11. POWERS All the corporate powers, except such as are otherwise provided for in these Bylaws and in the laws of the State of Florida, shall be and are hereby vested in and shall be exercised by the Board of Directors. The Board of Directors may, by general
resolution, delegate to committees made up of community residents, or to officers of the
Corporation, such powers as they may see fit.
12. REMOVAL Any Director may be removed from his office by the Board of Directors after three (3) consecutive unexcused absences from regular Board meetings, or
for conduct detrimental to the interests of the Corporation as determined by a majority vote of those present at a Board meeting at which sure removal has been duly noticed as an agenda item. The corporation will follow the requirements of Florida Statute Section 617.0808.
13. PROXY Directors may not vote by proxy. The action to be taken by written consent will either be approved or denied upon receipt of a sufficient number of written consents to either approve or deny the action.
14. COMPENSATION Directors may not be paid by the Corporation or receive personal benefit from affiliation with any organizations receiving funds from the Corporation.
15. HONORARY DIRECTORS The Board of Directors may recognize individuals
whose contributions to the organization or community are such, in the judgment of the Board, as to warrant designation as an Honorary Director of the organization. Such designation shall confer on the recipient the opportunity to attend, participate in discussion, offer proposals and suggestions relative to the deliberations of the Board at all regular and special meetings. Honorary directors shall not be bound by attendance obligations of elected directors and shall have no voting rights nor have the right to
make a motion. They shall not bring issues before the Board, nor shall their presence count in determining whether or not a quorum is present at any meeting. Honorary Directors may serve from the time of appointment until such time as they may tender a resignation, or be excused by the Board.
ARTICLE V Officers
1. ELECTED OFFICERS The officers of the Corporation shall be the Chairman,
Vice-Chairman, Secretary, Treasurer, Director of Events and other such officers with such powers and duties not inconsistent with those by-laws as may be appointed and
determined by the Board of Directors.
2. ELECTION All officers shall be elected annually.
3. FILLING OF VACANCIES In case any elected office of the Corporation becomes vacant by death, resignation, retirement, disqualification, or any other cause, a 2/3 vote of the
Board of Directors then in office may elect an officer to fill such vacancy, and the officer so elected shall hold office and serve until the next annual meeting of the Board of Directors and until the election and qualification of his/her successor. Officers serve without compensation.
4. CHAIRMAN The Chairman shall preside at all meetings of the Board of Directors. He/She shall have and exercise general charge and supervision of the affairs of the corporation and shall do and perform such other duties as may be assigned by the Board of Directors.
5. VICE-CHAIRMAN In the place of the Chairman, the Vice-Chairman shall preside at the meetings of the Board of Directors and perform any duties performed by the Chairman as set forth in these by-laws.
6. SECRETARY The Secretary shall have charge of such books, documents, and papers as the Board of Directors may determine and shall have the custody of the corporate
seal. He/She shall establish a system for recording all the minutes of all the meetings of the Board of Directors of the Corporation. He/She shall, in general, perform all the duties incident to the office of Secretary, subject to the control of the Board of Directors, and shall do and perform such other duties as may be assigned to him/her by the Board of Directors.
7. REMOVAL Any elected officer may be removed from office by the affirmative vote of 2/3 of all the Directors at any regular or special meeting called for that purpose: for nonfeasance, malfeasance or misfeasance, for conduct detrimental to the interests of the
Corporation, or for refusal to render reasonable assistance in carrying out its purposes, or whenever in the Directors' judgment the best interests of the Corporation will be served thereby.
ARTICLE VI DIRECTORS' AND OFFICERS' COMPENSATION
1. REIMBURSEMENT OF EXPENSES The Directors and Officers may be granted reimbursement of expenses on behalf of the Corporation, by 2/3 vote.
ARTICLE VII REPRESENTATIVES AND AGENTS: CONTRACTS
1. APPOINTMENT OF REPRESENTATIVES AND AGENTS
The Board of Directors may appoint such representatives and agents of the
Corporation with such powers and to perform such acts or duties on behalf of
the Corporation as the Board of Directors may see fit, so far as may be consistent
with these Bylaws, to the extent authorized or permitted by law.
2. REPRESENTATIVES AND AGENTS AUTHORITY The Board of Directors, except as in these Bylaws otherwise provided, may authorize
any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation.
ARTICLE VIII COMMITTEES
1. ADVISORY OR STANDING COMITTEES The Board of Directors may create one or more standing committees, committees of
specific duration or advisory committees. The members of such shall be appointed by the Chairman with input from the Board. The Committees may include area residents, those employed or own businesses within the city. Such committees may, subject to Board approval, advise and aid the Board of Directors in matters designated.
ARTICLE IX - FISCAL YEAR The fiscal year of the Corporation shall be the calendar year, unless otherwise changed by the Board of Directors
ARTICLE X - AMENDMENTS
The Articles of Incorporation or Bylaws of the Corporation by affirmative vote of a 2/3 majority of the Board of Directors, provided however, that the action is proposed at a regular or special meeting of the Board and adopted at a subsequent meeting, and that written notice setting forth the proposed amendment or summary of the changes be sent to each person entitled to vote thereon at least five (5) days but not more than twenty (20) days prior to the meeting of which said change is to be voted upon.