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HomeMy WebLinkAboutexhibit article1.7A b y mr I l� �' �ln� d a�CCE , re. le 49,` BELAFONTE TACOLCY CENTER, INC. BYLAWS Revised July 2003 Name of Organization Location of Principal Office Purpose Limitations Amendments to Bylaws Dissolution Disposition of Assets Applicability 13oard of Directors Duties and Responsibilities Composition Nominations Elections Terms of Office & Classes Dues Resignation or Removal Regular Meetings Special Meetings Attendance and Absences Compensation Conflict of Interest Quorum Vacancies Indemnification Honorary and Advisory Boards Officers of the Board Designation of Officers Duties of Officers Vacancies Election of Officers Terms of Office Board Committees Designation of Standing Committees Duties of Committees Ad -Hoc Committees Terms of Service Committee Meetings and Procedure ,administration Executive Director Fiscal Matters Finance ARTICLE 1 - NAME Of ORGANIZATION OFFICES Senior, 1.1 NAME. The name of this corporation is Belafonte Tacolcy Center, Inc., incorporated under the "Corporations Not For Profit" laws of the State of Florida on Decernber 10,1970. Section 1.2 LOCATION OF PRINCIPAL OFFICES. This corporation shall conduct its primary business in the County of Dade in the State of Florida. Its offices shall be located at 6161 NW 9 ' Avenue, Miaini, Florida 33127, or other places within Dade County which may be designated from time to time by the Board of Directors. Section 1.3 PURPOSE. The purposes of Belafonte Tacolcy Center, Inc. (`BTC" or the "Agency") is to maintain and operate a charitable and educational agency governed by a Board of Directors; to improve and further develop opportunities for disadvantaged children, youth and their families which aid in their development as responsible citizens. The corporation has been organized exclusively for charitable and educational, purposes, including for such purposes as making donations to organizations that qualify as exempt organizations under Section 501(c}(3) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States Internal Revenue Code. The mission of The Belafonte Tacolcy Center is to provide a safe environment where children and families are encouraged to explore life's options, making positive choices that strengthen self and community. This corporation is authorized to do any and all things that are lawful and not expressly forbidden by the terms of • the Corporate Charter or the laws of the State of Florida. ARTICLE 2 -- LT[ITATIONS Section 2.1 POLITICAL SUPPORT. The Agency is restricted from campaigning for or financially suppo:t:ng any political candidate. Section 2.2 BOARD ACTION. No action by any officer, Director, member, committee or employee shall be bound upon or constitute an expression of the policy of the Agency until it shall have been approved or ratified by the Board of Directors. ARTICLE 3 — 2614 ENDMENTS TO BYLAWS Section 3.1 PROCEDURES FOR AMENDMENTS. A11 Board members shall be furnished a copy of the proposed changes and/or amendments ar le'ast. seven (7) calendar- days prior to the dine proposed changes 7 " snc/nF arnend_lerrs 'will be considered by the Boar:?; 1l i Previous nonce having been given in accordance with iaraggraph abo -e, these Bv1 w '_rav be amended by a r vo_ hir s (2/3) rote. of those present ar 21 regular Board Meeting or a special. meeting called for this '. u j ,.'.1st, provided a Cloclrurn is present.. a) ARTICLE 4—ABPLI.0 BILIT 1` Nothing in these Bylaws may be construed or applied in a manner to contravene applicable law or local, state, or federal funding source policy. 3OARD OF DIRECTORS ARTICLE 5 — DUTIES kND RESPON IBILITIES The Board of Directors shall have the responsibility for establishing and goves:ring the overall operations of the Agency, including the irnpiementedorls of all. provisions of these B";-iaV's. Specifically, the duties of rhe Board shall include, but are not limiteci to. the following: ing: a) Employ the Executive Director; b) ?approve Agency's personnel policies and prc):.edu:es; c) Approve Agency's fiscal program and p coiicies d) Approve amen.chnents to B'daws; e) Approve Agency's program, policies s:rscl plans; • f) Approve Agency's budgets for submissions to funding sources; g) Support Agency's compliance with conditions of all grants; h) Determine policies or rules of procedure for the Board; i) Select officers and approve committees of the Board; j) Support Agency's fund raising objectives; and k) Approve Agency's Strategic Plan • ,ARTICLE 6 COMPOSITION ) The Board of Directors shall consist of not less than three (3) members and no more than twenty one (21) members, the exact number to be determined from time to time by zbe Board of Directors b)} The Board of Directors- shall be constituted so that its membership includes or represents ope c tnts isadvantas and drougroups ged i, business, education, religious, human service, labor, industry, and other private within South Florida. ARTICLE 7 — NOMINATIONS Nominations to fill vacancies on the Board of Directors and for officers shall be made by the Nominating Committee. No person shall be nominated to serve on the Board ofDirector �foremore than such personconsecutives o l two (2) year terns, or to serve in the same office far more than () n un-expired term. ction eeting, the ating No less than twenty (30) no more than Slx:c'�(G0) days l? �,. to the Directors Board's their nominees fornnual officers to fill the stances on Committee shall submit in writing to the full Board of Div the. Board of Directors for the ensuing term. Such t orninarions shall. be circulated to the Board at least SeVevv (,) day prior to the annual election meeting. ARTICLE 8 — F.LECT?ONS Directors and officers shall be chosen at the annual election. meeting by a plurality of the votes cast at such election to fill vacancies current at the r.:mµ. = - lib, installed at the first sleeting in July ear'. Directors ,.n.� officers shell ' Elections shall take place in l� i.a�- of each year. . prat at ±e fist meeting of h Boas' i in August and shall o�;st,�,�x�li��elj� hegira their �� TE MS OF OFFICE AND CLASSES Directors shall be divided into three equal classes of nearly equal size, with the term of each class ending in consecutive e years. Elections fora class of Director shall take place annually. The term of the. Directors of each class shall be. a period of three (z) rears. The term cif the three classes shall he staggered. No Director shall serve an the Board for more than two (2) consecutive full terms, or six (6) consecutive years. , Members who have completed rotation may reapply. The membership Committee will review said application for submittal to the Bos:rd. A person who has served more than half of a specific term as an officer. Director, or committee chairperson, as that tern is set forth in these Bviau-s, shall be considered to have served the full. term. ARTICLE —10 MINIIv LThs BOARD CONTRIBUTION Section 1 — Minimum Board Contribution The minimum annual contribution for each Board member shall be five hundred dollars ($500.00). The exact amount to be determined from each fiscal year by the Board of Directors. Funds shall be received by direct payment or through pledging via United Way or other established funding sources. Section ? — Contribution Year The Board contribution year of BTC shall be the Agency's fiscal year; minimum contributions are non - reimbursable, failure to make said contributions may be deemed grounds for removal from the Board. ARTICLE li — RESIGNATION OR REMOVAL Any Director may resign at any time by giving written notice to the Chairperson of the Board, the Board secretary, or the. full Board. Such resignation shall rake effect at the time specified in the notice. or, if no time is specified, at the time of acceptance by the Chairperson of the Board. Any Director may be removed from the Board, with cause, by two-thirds (2/3) rote of the members present at a Board meeting at which a quorum is present. If it is necessary to remove a Board of Director member, the following procedure shall be utilized. Section 1 — Procedure A petition for removal of any member or member of the Board of BTC for cause shall be brought before the Ethics and Standards Committee for review and recommendation to the Board for final action. Said petition n-iust contain at least the signature of three (3) Directors. All pennons for removal against a member of the Board shall be submitted in writing to the Board Chaiperson, with a copy to the charged Ineniber and the Ch':.zirpersoll of the Ethics and Standards Cal.nr ittee. Sqnion 2 — Hearing The Chairperson of the Ethics and Standards Committee cif the Board shall schedule a hearing by the Committee not earlier than seven (7), but less than twenty (20), working days following th.e receipt of the petition for removal and so notify the charged member. The charged member shall be entitled to file with the Chair of the Ethics and Standards Committee a written answer to all charges against him./her at least five (5) working days prior to date of the scheduled heating. A determination by a member not to file a written :answer shall be considered as an admission to any or all of the charges. At the hearing, a charged member tnav present evidence on his/her behalf and review and question evidence against him/her. Section 3 — Decision Determination drat cause for removal exists shall only be made by a two-thirds (2/3) vote of the members present at a meeting where a quorum of the Ethics and Standards Committee is in attendance. The Board shall act on the Ethics and Standard Committee recommendation regarding the charged member no later than sixty (60) calendar days following the hearing. Ratification of the recommendation of the Ethics and Standards Committee shall only be made by a two-thirds (2/3) vote of the members present at a meeting where a quorum of the Board is in attendance. Action of the Board shall be final. ,ARTICLE 12 — REGULAR MEETINGS The Board of Directors shall hold its regular meetings bi-monthly at such time and place as shall be fixed by the Board of Directors at the beginning of each year. Board members shall be notified by mail, fax, e-mail or telephone at least seven (7) calendar days prior to each regular meeting of the date, time, and place of the meeting. Attendance shall he verified by roll call. Minutes shall he recorded for all meetings and shall include a record of votes on all motions. The minutes of previous meetings shall be distributed to all Board members at least seven (7). calendar days prior to the next scheduled meeting. ARTICLE 13 — SPECIAL MEETINGS Special meetings of the Board may be called by the Chairperson. A member of the Board naay initiate a request to schedule a special meeting either in writing or in person at a meeting of the Board. If in writing, such a request must be signed by. at least one-third (1 /3) of the Board membership; if at a meeting, the request must receive a majority vote of members present. Nonce of the Erne, place, and exact purpose of the special called meeting must be given to ril members ar least fire (5) calendar days in advance of the meeting, by mail, telefax or telephone. Attendance shall be verified by roll call. 'Minutes shall be recorded and include a record of Votes on all motions and he distributed To all Board members at least seven (7) calen.dar days prior to ±e ne::r sclleclu1'ed meeting. ARTICLE 14—ATTENDANCE AND 13SENCES a) Members of the Board of Directors are e:cpected to attend all regular meetings of the Board and committees on which they sere e. b) Attendance and Absences: Director with three absences from regular Board rx eer ngs shall be automatic.afiv referred to the Membership Coinnnttee for review and recommendations to the Board. c) Each Board member shall have the opportunity to attend one meeting per year by telephone conferencing. ARTICLE 15 -- COMPENSATION No Board member shall be compensated for his/her me..mbership. No Board member shall receive financial benefit (i.e., procurement contracts, professional service. agreement or any forrn of purchase or payment from the Agency which benefits them or their Ini finess). ARTICLE 16 — CONFLICT OF INTEREST Section 1 — Definition A conflict of interest shall exist w hen any member of the Board of Directors or member of Board committees may be called upon to consider a matter in which be/she has a direct or indirect pecuniary interest. Directors, committee members, employees and agents of BTC shall observe all applicable city, county, state or federal conflict of interest provisions. The Agency includes Florida Statues 617.0832 "Director Conflicts of Interest" as a part of these B�ilaws. The Executive Director shall provide new Board members a copy thereof and retain on file each Board rnember's certification of receipt of the same. Section 2 - Nepotism A Board member who has a member of his/her inimediate family who will benefit financially either directly ox indirectly as a result of action before the Board shall make known that relationship and shall refrain from voting or otherwise participating in such actions. A Board member's immediate famil}'shall be ineligible for employment by BTC. For the purpose of this .section, a member of an immediate family shall include any of the following: Wife, Husband Father, Father -in -Law, Step -Farber, Grandfather Mother, Mother -in -Law, Step -Mother, Grandmother Brother, Brother -in -Law, Step -Brother, Half Brother Sister, .Sister -in -Law, Step -Sister, Half Sister Son, Son -in -Law, Step -Son, Grandson Daughter, Daughter -in -Law, Step -Daughter, Granddaughter Section 3 — Ei.npiorment. _4nv member of the Board or coinnv.ttees v ho wishes to apply for employment with BTC muse resign from the Board or committee prior to submission of application and consideration for einnloynzent. Willful violation of this section shall constieute malfeasance and. tiF'_nl b 'rounds for removal. ARTICLE 17 — QUORUM A quorum for regular, special and committee meetings of the Board shall be at least one-third of the current total membership of the Board or committee. ARTICLE 18 — VOTING Section 18,1 VOTING Each member, entitled to vote, shall be entitled to one vote in person on all matters properly submitted to the membership, Except as is otherwise provided by law, by the articles of inco:oration or by these byls ws, all action shall be•decided by a majority rote of the members present in person. Section 19.2 PROXY. Prosy voting by any Board member shall be prohibited ut meetings of the Board and its committees. The term "proxy" shall include either a person who substitutes or attempts to vote for an absent Board member or any document, statement or other written snanifestadon by which a Board member attempts to register a vote without actual, physical presence at a Board meeting. Section 19.3 ACTION WITHOUT MEETING. Any action required ox permitted to be taken at a meeting of members may be taken without a meeting if a consent in writing, setting forth. the action so taken or to be taken, is signed by all of the members entitled to vote upon such action at a meeting and shall be filed with the secretary. Al TJCLE 19 — VACANCIES Vacancies which occur on the Board may be filled within sixty (60) calendar days. Vacancies which occur after annual elections shall be filled by the Directors remaining in office. ARTICLE 20 — INDEMNIFICATION The Agency may, by resolution of the Board, provide for indemnification by the Agency of any and all of its Directors and officers or former Directors and officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they or any of therm axe made parties or a party by reason of having been Directors or officers of the Agency, except in relation to matters as•to which such Director or officer or former Director or officer shall be adjudicated in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his or her duty and to such rnatters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct. The Agency may purchase insurance for such indemnification. OFFICERS OF THE BOARD ARTICLE 21— DESIGNATION OF OFFICERS The o`Ecers o: ETC sha11 he a Cha;rperson, a 1 ic.e-ChaiLTersof, a Sec."etar , a Treasurer, an Assistant Treasurer and a Parliarmenrarian. ARTICJ- E 22 — DUTIES OF OFFICERS Secdon 1 — chairperson. The Chairperson shall be the chief executive officer of the Board and shall preside at all meetings of the Board and the Executive. Committee. He/she shall serve as representative of the. A.ger►c.y and shall perform all other dudes a.s are incident to the office or properly required by the Board of Directors. Except for the Nominating Committee, the Ch rperson shall appoint all committees and shall be an ex -officer member of all committees. Conarr.ittee appointments are subject to confirmation by the Board. Section 2 — Vice Chairperson The Vice -Chairperson shall be vested with all the powers of the Chairperson and shall perform all duties of the Chairperson during his/her absence and shall perform such. other duties as may, from time -to -time, be determined by the Chairperson and/.or the Board. ,Section S — Secretary The Secretary shall keep the minutes of all the meetings of the Board of Directors, shall conduct the official correspondence, shall give all notices required and shall in general perform all duties usually -pertaining to the office of secretary. . Section 4 — Treasurer The Treasurer shall be responsible for the safeguarding and proper accounting of all funds received and disbursed by the Agency; shall review all checks, deposits, and withdrawals of the. Agency's funds and all financial reports and returns required by any funding entity; shall review Agency's staff monthly financial report to the Board prior to each regular Board meeting and oversee the preparation for the. Board of an annual financial statement of the Agency' shall serve as a member of the Board's Budget and Finance Committee, and shall perform all such other duties as may be delegated by the Chairperson of the Board. Section 5 — Assistant treasurer The Assistant Treasurer shall be vested with all zb.e powers of the Treasurer, except the power to sign checks or other orders of payment of the Agency's money, and shay perform all dudes, except signing checks or other orders of payment of the Agency's money, of the Treasurer during his/her absence and shall perform such other duties as may, from tirse-tag-time be determined by the Treasurer and/or Board. The Assistant Treasurer shall be a member of a different Director class than the Treasurer. Section 6 — Parliamentarian The Parliamentarian shall advise. the Chairperson, other: officers, committees and members on matters of parliamentary procedure. During meetings, the Parliamentarian shall serve in an advisory capacity to the Chairperson, Nvhen requested. Robert's Rules of Order Revised shall be. the parliamentary authority eoverniag meedngs of the. Board of Directors, except where such rules are inconsistent with the Bviaws of the agency. ARTICLE 23 —ELECTION'. OF O-F FICERS Ofncers shall be chosen at t_he annual elecdon in Mar by a plurf,ilitv of rile v ot.es ARTICLE 24 —.TERMS OF OFFICE The term of each officer of the Board shall he for a period of two (2) years. No Director may hold the same office for more than four (4) consecutive years. BOARD.COMMITTEES JRTTCLE25—DESIGNATION OF STANDING COMMITTEES The standing committee of BTC shall include, bur are not lined to the following: a) Executive Committee b) Budget and .Finance Prvgram Operations Committee d) Membership r) Ecorrormc Development f j Denekpment Committee ARTICLE 26 — DUTIES OF COMMITTEES Section 1 — Executive Committee a) The Executive Committee shall be chaired by the Chairperson of the Board and shall consist of the Board's Vice Chairperson, Secretary, Treasurer, and Parliaments/4 n. b) The Executive Committee shall control and manage the affairs of the Agency as deemednecessary between meetings of the Board of Directors. The powers of the Executive Committee shall either be delegated in advance by the Board of Directors or be subject to approval at the next meeting of the Board of Directors following such action. Meetings of the Executive Committee shall be called by the Board Chairperson. c) The Executive Committee shall review and decide whether to approve the Personnel Committee's evaluation of the performance of the Executive Director annually. Secti9n 2 -- Budget and Finance a) The Budget and Finance Committee shall be comprised of at least fire (5) members, all of whom shall be Board members. b) The duties and responsibilities of the. Committee shall include reviewing existing and proposed Agency budgets and reviewing and evaluating the financial status and management of the Agency and mating recommendations for Board consideration. c) The Budget and Finance Committee shall meet at least bi-tnonthly or as frequently as deemed necessary by the Chairperson and approved by the Board. Section 3 — Pro ^_ram Operations Conrn rtee a) The Program Operations Cpratniree shall be comprised of at least = v: ;` three (3) members, all of whom shall be Board members. b) The dudes and responsibilities of the Committee small include reviewing e:nsting and proposed Agency programs and reviewing and evaluating the program management of the Agency and making recommendations for Board consideration. c) The Program Operations Committee shall meet at least bi-monthly, or as frequently as deemed necessary by the Chairperson and approved by the Board. Section 4 — Econo mic Development Committee a) The Economic Development Committee shall consist of at least three (3) :nenibers. Additional non -Board members can serve on this Committee if deemed necessary' by the Chail-persc'n and approved by the Board. b) The Economic Development Committee shall oversee the Agency's development of assets at any time used and/or owned by the Agency and review and make recommendations to the Board with regard to the management, use, operation, and disposition of said assets. c) The Board must =rift'' actions of the Economic Development Committee. Section 5 — Membership Committee a) The Membership Committee shall consist of a.t least three member of the Board of Directors. b) The Membership shall prepare the criteria for selection of Board Members for approval by the Board of Director. The committee shall assist in the recruiting of members for the. Board and review all applications prior to submittal to the Board. c) The Membership Committee shall review all Board Members with excessive. absences. ARTICLE 27 —AD-HOC COMMITTEES BTC shall have such other committees as may bedesignated from time to time by the Board of Directors or the Chairperson. Committees shall be discharged by the Chairperson when their work has been completed and their reports accepted, when in the opinion of the Board of Directors, it is deemed wise to discontinue the committees. Two .such Ad Hoc Conulritfee.f are Nominating and Pet:fonnel Ethics and Standards Committee. The pnr,Jaryfrrnetiorts of these committees are listed helon-". ,Section 1— ' aminatin ? Conwiittec a) Them .shall be a Nominating Committee consisting of a Chaiper.son and three (3) additional Directors elected b j the Board. ??femberr of the INjOnlinating Committee shall bold office until the annual election rlrceting follow ng their selection. li) The Nominating Committee shall present a sinsie or deal slate el nominees for x,?cnmi ng r'acancxes among nfscer s and Directors for the ensnin ea . r,) The Committee shall make immmination r fps' pacaneies which occ'.Jr between annual ele iozv meetRni'.f. Section 2 — Festoon'_Ethics and Sitiflnl?t his Committee a) The Personno! 6N1111,'i. lee y'iall'" lr1J.'.r1.rt of at least three () 1i er11h;.'rr. of whom sloth be Board members. . � �'o r ! S nand k 7 t' B 7 7 a!' "� b) The Personnel �.Oli:"!,"slit..!' shall Y'.ZG'1:' i1Jc7:.0 Itic'O.J.Trlen�fdtrll7.'1.ti to the Board with t.' C to f7er:fR1iJJdlpllli.xeJ' and p7i7i^e(J!1'e.r. The Perrinne/ Cnrrimrttee shall serve as a tie ari[r committee, ,=n compliance ndth the .4 elro,'rgrievancep10i dd/m and be available, fnr consultation with the 1 .':ec'Z;iive Direr with nTs,ard to peer:onnel matters find enforcement th:rYof. d) The Board must ratl;j actions of the Personnel CoMmirtee. e) The Per;rorrrrel Committee shall evaluate the pe{ o,rinance of the E.::ecutive Director annualLy, with such evaluation 10 be .ruliject to Ap' royal f f the E. ecm' 1'e Committee. The Ethics and Standards Committer shall crnsist alai / a.rt three (3) members, all of whom shall be Board remberr. g) The Committee shall make reno mendations to the .Board pertaYnirg, to,jlidiciaal considerations of .Board members and officers; this includes all applicable corrfli# of interest rules that may apply to Directors, officers, and the Agem), in general. The Committee shall condu t /because removal hearings against Dire,torc pursuant to .Anficle 15 hereof and othenuise hear misconduct charges a ainst the Directors, provided that adequate provision shall have been made for the iufor'ral, voluntar adjustment oft the issue or•issues so as to permit the matter to be terl:llrlatr'.d by mutual consent. /.r) The Committee shall decide in conform?. on.the basis of the misconduct hearing whether the alleged misconduct warrants a recommendation of disciplinag action. A recovirn ndation of disrJph.nary action shall require the approval of at least two-thirds (2/3) el the Committee members Invent at a meeting where a quaiwrn is in attendance. A.RTICLZ 28 —TERMS OF SERVICE With the exception of the Executive Cormnittee, all committee appointments or elections are for a one (1) year terM. ARTICLE 29 — COMMITTEE MEETINGS AND PROCEDURE a) The presence of at least one-half Ye. of the current committee membership shall constitute a quorum to transact business. b) Proxy voting shall be prohibited at committee meetings. c) Any committee member who shall be absent for three (3) consecutive meetings or one-half (1) of the corrs,nittee meetings during a twelve (12) month period shall cease to be a committee member unless said absences are excused by the Board of Directors. .ADMINISTR.ATION ARTICLE 30 — EXECUTIVE DIRECTOR The Executive Director .shall be appointed by the Board to serve at the pleasure of the Board and to function as the chief administrator of the Agency. The Executive Director shall be sJaried and shall be directly responsible to the Board to carry° out the following duties: a) Update as necessary the mission statement, soles, goals, objec eves; and priorities for theAgenc}of estimated Work with the Board's Budget and Finance Committee to der p the Agency's annual income and expenditures with Board app ro•eal; c) Develop and implement. Agency program m plans with Board appro'ral; d) Organize the A.gencs's staff in the performance of their assignments; e) Provide leadership to staff in the performance of their a.ssignrnents; f) Administer the day -toy -day activities of the Agency; Review and evaluate the results of Agency's operations; h) Establish community support for the Agency's programs; i) Provide staff support for Board committees; and j) .Any other tasks assigned by the Board. The Executive Director shall he reviewed at least annually by the Board's Personnel Committee, which its recommendations to the Executive Committee and the Board. FISCAL MATTERS ARTICLE 31— FINANtCE shall present Section — Fis:g1Year The fiscal year of BTC shall be July 1 to June 30. Section ? — Contributions Any contributions, bequests and gifts for the purpose of the Agency shall be accepted or collected only as authorized hT the Board of Directors. Section 3 — Depositories All funds of BTC shall be deposited to the credit of BTC, Inc., under such conditions and in such banks as shall be designated by the Board of Directors. Section 4 — Payment of Funds All checks and orders for payment of money shall bear the signatures of (1) either the Board's Chairperson, Treasurer or Secretor , and ((2) the Executive Director or the Executive Director's nominee, such nominee having been approved by resolution of the Board of Directors. Section 5 — Bonding All persons haying access to or major responsibility for the hanrllhrtg of monies and securities of the Agency shall be bonded in such amounts as shall be determined by the Board or required by funding sources. A bondable person is generally defined as an individual who has never been adjudicated and found guilty of a fraudulent, dishonest, or criminal act. Section 6 — Contracts The Chairperson or the Chairperson's nominee (such n.orninee having been approved by the Board) shall execute, in the name of BTC, all contracts or other instruments authorized generally or specifically by the Board of Directors. The Board's secretary shall attest the execution of all contracts or other instruments so executed by the Chairperson and shall affix: the Agency's corporate seal thereto. ,Section 7 — Budget The annual budget of estimated income and expenditures shall be approved by the. Board of Directors. No expenses shall be incurred in excess of budgetary appropriations without prior approval of the Board of Directors. ARTICLE 2 — MISCELLANEOUS Section 4.1 DISSOLUTION. This corporation shall have a perpetual existence. Dissolution of the Agency shall require a unanimous rote of Directors zttending a regular or special meeting with at least a quorum in attendance. Section 4.2 Should the Agency dissolve, upon the liquidation of funding, legal, financial, and all other obligations of the kgesacy, all remaining assets, both real and personal, shall be dispersed as donations to one or more charitable institutions whose expressed purpose relates to the provision of youth services. Tecalcy bylawc.seviied REV 2002 L. • •• The general nature of the objects and purposes o:f4.;;:'''' this corporation shall be the development of opportunities, -Among • • 4471'1•L.' the disadvantaged youth in the areas of leaderAip trainingi' organizationand other educational programiOithiChdeveloOli mature person. Further, this corporatiOn241t=d •?: siveJy tor charitable, religious, educationarand scientiff purposes including for such purposes as making distributiont to organizations that qualify as exumpt organizations undeNW • 4174k? (3) of the Internal Revenue Code of 1954 or:the* • corresponding provision of any aaie United States Internal ARTICLE III. DUALIFICXTION OF '-"-- The membership of this cOrpoiatfbm'shalloonetitutSi hereinater named subocribira and tucr00 de Cunty who are approved by a majority • 7,:,z,,,k;;, at a redUlar 61' 'caned meet A1ZTICLE TV. TE,44 OF EXISTENCE This corporation iz to exist perpetually/ ARTICLE V. SOZZZ7RIBERS Vice -President Treasurer the corporation shill •' names of the persons who are to serve as officers of the corporation until the first meeting of the Board of Dira.ztors are: President Dr. Ben Atkinson Vice -President Oohn Bennett Secretary Sheba Martin Treasurer Portia Bannister r Li f, , The officers shall be annual meeting -' the Baarci''ef Directors, ur as provided In the, by-laws. ARTICLE VII . BOARD OF DIRECTORS 3. • v Section i. The business affairs this corpvrati�n r'` c 1 fs shall be managed by the Board of Directors. This corporation a s b1a11 have four (4) directors initially./The number: of dirr, tors may be incressed from time to time, by the by -laws, -but shall rry 4 never be less than three. ?"w�a Section 2. The Board of Directors shall be member.; L 4�^L of this corporation. �$ �.�ri�n 3_ Members of the Board of Directors sha 1 Fj; R ; ` The games and addresses of the persons or until RESIDENCE 6105 N.W. 1Sth Ave,Miami, Fla. 13'70 N.W. 62nd• Ter. ,Miami', Fla. 912 N.W. 64th St., Miami1a: ide such by-laws for the conduct. of its business and nq carryi..o of its !'urposes as they may deem necessary;;: 1 't14 1 amended, altered, or rescineed by a majority vote of those members the Board cf Directors present a any reyu3ar m ar any specialmeeting called for tat purpose. 1':ut, L31 amended at a special meettnv) of tho'membershi; c.i11nd !or t pur;snse by a majority vote et those pre:pint. Section 2. :,i . ndriients may be mane at a rer.su:., meeting ci the membership .*p:r notice ,ivcn, as provided by tTle L.-lays, of lntent:iin to submit nuc' 3inundment.ri. The location of this corporation shall be at: IN V-TNLERE F, w':. t .e unr.,.signed subscriL•inti 23 indQrporato:•s, hlvy ereunt er:: .it and seals this r day ��'J lv7t, r the purpose of forming; this corporation n+.e for prr,fit u:u r the laws of the State of 11111111111111111111111111111111111111111111111 ,16�xrx. STATE OF fLuKIOA ) cr U::T; OF DADE a BEFORE ME, a Notary Public duly authorized :n the State and County namod above to take acknowledgmen*.s, personally appeared DR HEN ATKINSON, JOHN BENNETT and PORTIA BArNISTER,...'' known to be the persons describe0 as subscriber:: In and who executed the foregoing Articles of Incorporation, •1nd they acknowledged he!sse me that they executed and subscrii,•!d to these Article.^.• of Incorporation. WITNESS my hand and official seal in the cy':nty and state named above this day of �� �,,�,,.• , 1970. . 41040140,- 4 :t Syr MOTARY PUBLIC wr.11. Sal dMINI nLAM / mriz,1qntirri TM.J un INED F6. t 5_ • f CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPOR?.TION Belafonte Tacolcy Center, Incorporated, a non-profit Florida corporation, under its corporate seal and the hands of its President, Sheba M. Martin,_, and Secretary, John W. Bennett , hereby Certifies that: The Board of Directors of said corporation, pursuant to the Corporate Charter, at a meeting called and held on June 19 75 _, adopted the following Resolution: L1. ��q .._ r~i'•��e9a,..i4 r�'ry^�•t:�' i . M'^1+11�7• �•^ " •V4 RESOLUTION TO AMEND CHARTER Be It Resolved by the Board of Directors of. Belafonte Tacolcy Center, Incorporated a non-profit Florida corporation that said Board deems it advisable and hereby declares it to be advisable that the Certificate of Incorporation be amended so as to read as follows: AMENDMENT I In the event of dissolution. the residual assets of the organization will be turned over to one or more organizations which themselves are exempt as organizations described in sec- tion 501 (C)(3) and 170 (C)(2) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future Internal Revenue Code, or to the Federal, State, or Local government for exclusive public purpose. AMENDMENT II Notwithstanding any other provision of these articles, this corporation shall not carry on any other activities not permitted to be carried on by (a) a corporation exempt from Federal In-mme tax under section 501 (C)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law or (b) a corpnration contributions to which are deductible under section 170 (C)(2) of the Internal Revenue Code of 1954 or any future United States Internal Revenue Law. Be If Further Resolved by said Board of Directors that the President and Secretary of this corporation shall duly execute and acknowledge a Certificate of Amendment ofCerticate of Incorporation, and for such Certificate to be filed in the Office of the Secretary of State. • „xc 44 In witness whereof said corporation has caused„this Certificate to be sijned in its name by its President and its corporate seal to be hereunto affixed and attested by its Secretary, this the 9th day of July , 19 75 By 3,tt �!�. "_3 John W. Bennett, Secretary Aelafonte Tacolcv Center;,_ incorporated A non-profit Florida corporation Sheba M. Martin,{ President State of Florida: County of Dade On thin day personally appeared before me the undoraigned officer duly authorized by the laws of the State ofr]orida to take acknowledgment of deeds, _ Sheba M. Martin President of Dclafonte Tacolcv Center. Incorporated, a non- profit Florida corporation, and acknowledged that she executed the above and foregoing Certificate of Amendment as such officer for and on behalf of said corporation after having been duly authorized so to do. Witneaa my hand and official seal at __Dade County, Florida, this the 9th day of July r 19 75 . Fl�r.N *1111 w•!TFTr OF nOPIDALr(A , M ore. .1. fne .vOtL h+EU GINM.Ral ,NSU[ANCE UMNINF41 * Notary Public State of Florida at Large . �:,1s��RFa, • y •.sn. w»ice sr 1 ARTICLES OF AHENDfENT TO ARTICLES OF INCORPORATION OF BELAFONTE TACOLCT CENTER, INCORPORATED JUL r:J • 92sf('Sl The undersigned officers of Relafonte Tacolcy Center, Incorporated, a Florida corporation, hereby certify: ]. The name of this corporation is Relafonte Tacolcy Center, Incorporated, a Florida not for profit corporation. 2. Article I :Purposes} of the Articles of Incorporation of this corporation is amended to read in its entirety as follows: The general nature of the objects and purposes of this corporation shall be the development of opportunities among the disadvantaged youth in the areas of leadership training, organization. and other educational programs which develop e mature person, in particv]ar, ensuring that disadvantaged black youth in the Liberty City area, an area of substantial unemployment and other economic deprivations, have a full range of economic and job opportunities, and that racial and economic discrimination in the Liberty City area be eliminated, through the organization of separate but affiliated economic development corporations to develop and assist entrepreneurs located in the Liberty City area to establish businesses which will hire and train Liberty City residents. Further, this corporation is organized exclusively for charitable, religious, educational and scientific purposes including for such purposes as making distribution■ to organizations that qualify as exempt organizations under Section 501(c)13} of the Internal Revenue Code of 1954 or the corresponding provision of any' future United States Internal Revenue Code. 3. This amendment was adopted by the directors/member■ of this corporation on ,7une 21, 1982. It shall take effect immedi- ately on filing with the Secretary of State. 4. Because this corpnration is a Florida not for profit corporation, this amendment does not provide for an exchange re- classification, r cancellation of issued shares. IN WITNESS WHEREOF, the undersigned have executed these Articles of Amendment this,V_/ day of Zune, 1982. man Chair / resident Secretary STATE OF FLORIDA SS COUNTY OF DADE BEFORE ME, the undersigned, a Notary Public in Iand for �t the StateandCounty aforesaid, personally appeared ST1r DA f71• rnafl�,N d h• BCNNf t c1,Airt `jIH 'NJ Rh �; ,, , the S«R n of 9elafonte Tacolcy Center, Incorporated, a Florida corporation, and acknowledged the foregoing Articles of Amendment on behalf of the corporation, on the a1 day of June, 1982. Notary Public, State of Florida at Large My Commission Expires: Fti6 ID)I 66 —2-