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(Adopted July 18, 2008)
ARTICLE I
Name and Definition
The name of the organization shall be Florida
Agent Political Action Network, Inc. (hereinafter “FAPAN”).
FAPAN is a voluntary, not-for-profit, Florida corporation,
and is not affiliated with any political party. FAPAN is an
independent, autonomous organization, and is not a branch
or subsidiary of any national or other political committee.
ARTICLE II
Office
The registered office of the corporation shall
remain in the state of Florida at a location to be determined
from time-to-time by the Board of Directors (hereinafter “Board”).
The principal office of the corporation for transaction of
its business is located at 13755 SW 42nd Street, Miami, Florida
33175 (“Office”). The Board shall designate and
may change the Office from one location to another within
the United States. The Board may, at any time, establish branch
or subordinate offices at any place or places where FAPAN
is qualified to conduct its activities.
ARTICLE III
Purpose
FAPAN is a not-for-profit corporation organized
pursuant to Chapter 617, Florida Statutes, for the general
purpose of engaging in any activities or business permitted
under the laws of the United States and Florida, as a political
committee, unaffiliated with any political party, and more
specifically to:
(i) Inform members about
political issues affecting members and the insurance industry,
and to encourage members’ active participation in local,
state and national political affairs;
(ii) Support and/or oppose issues that impact
customers of members of the corporation;
(iii) Educate, debate and promote issues and
opinions on insurance related matters that impact customers
of members of the corporation;
(iv) Conduct fundraising activities for the production
of revenues adequate to carry out the purposes of the corporation;
and
(v) Engage in any lawful activity incidental
to the foregoing purposes and not otherwise prohibited by
the Florida Not for Profit Corporation Act, the Articles of
Incorporation, or these Bylaws.
ARTICLE IV
Membership, Dues, Contributions, and Disbursements
Section 1. Members
Membership in FAPAN shall be solely available
to any current or retired independent contractor State Farm
agent residing in the State of Florida, subscribing to FAPAN’s
purposes and objectives, whose annual membership dues are
paid, and subject to FAPAN’s membership rules and regulations,
as applicable.
FAPAN membership is not transferable, is annually
renewable, and shall self-terminate at the conclusion of each
annual period.
Section 2. Candidates for Membership
Candidates for all classes of membership are
subject to the approval of, and may be rejected by, the Board
of Directors, in its sole discretion.
Section 3. Dues, Fees and Assessments
The Board of Directors, in its sole discretion,
shall set the dues, fees and assessments for all membership
classifications on an annual basis.
Section 4. Voting
Except as otherwise provided herein, members
are not entitled to vote. A member who is entitled to vote
may vote in person or may vote by proxy executed in writing
by the member or his/her duly authorized attorney in fact.
An appointment or a proxy is not valid after eleven (11) months
following the date of its execution unless otherwise provided
in the proxy. Director elections by members may be conducted
by mail or e-mail following verification by affidavit of members’
e-mail addresses.
Each member will be entitled to one (1) vote
on each matter submitted to a vote at a meeting of members.
Section 5. Membership Termination
Membership in this corporation may be terminated
by the Board of Directors if a member engages in conduct or
activity that materially interferes with or conflicts with
the purpose of this corporation, including but not limited
to substantial and material violation of the Bylaws and rules
of this corporation that may be adopted from time to time.
Termination of membership shall be recorded in the membership
book of the corporation, annual dues paid shall be deemed
abandoned by the terminated member, and the rights and privileges
of a member cease upon termination of the membership.
ARTICLE V
Board of Directors
Section 1. Composition
The Board of Directors (“Board”)
shall consist of no less than five (5) members. At the discretion
of the Board, the total number of Directors may be increased
by adding no greater than two (2) additional members for each
ten (10) members of FAPAN per County or per Agency Field Office
(“AFO”).
Section 2. Duties
All corporate powers, business, and affairs
will be exercised, managed and directed under the authority
of the Board. In addition, the Board shall have general supervision
and control over the funds of FAPAN and shall manage, establish
and carry out all policies and activities of FAPAN through
its duly appointed Officers. Directors shall serve without
compensation.
Section 3. Selection and Terms
Initial Directors shall be appointed by the
Incorporator and shall at a minimum serve until the 2008 Annual
Meeting. There shall be staggered terms of office for directors
so that one third of the directorships shall be up for election
each year (or if the number of directorships does not evenly
divide by thirds, the board is divided as close to thirds
as possible rounding down). One third of the Directors shall
serve for a three (3) year term, one third for a two (2) year
term, and one-third for a one (1) year term. Succeeding appointments
shall be for three (3) year terms. The term of each initial
director shall be determined by drawing lots on which shall
be written his or her prescribed term. This drawing of lots
shall occur at the first meeting of the Board of Directors
(or at a subsequent meeting of the Board as soon thereafter
as is practical) and the results shall be recorded in the
minutes.
Director vacancies occurring prior to an annual
meeting shall be appointed by majority vote of the remaining
Directors. In the event of a tie, the Board Chairperson shall
cast the deciding vote. The Board Chairperson shall be elected
each year by majority vote of the Board.
At the 2008 annual meeting of members and at
each annual meeting thereafter, the members will elect directors
to fill expiring or vacant director positions to hold office
until the next annual meeting. Each Director will the hold
office for a term for which said Director is elected until
said Director's successor will have been qualified and elected,
said Director's resignation, said Director's removal from
office or said Director's death.
Section 4. Affiliation
The corporation, at the direction of the Board,
may cooperate and contribute to national, other state and
local political action committees.
Section 5. Absences
The Board of Directors may remove any Director
missing two (2) consecutive duly called meetings of the Board
of Directors, at which time the removed Director shall immediately
vacate his or her position as a Director.
Section 6. Presumption of Assent
A Director of the corporation who is present
at a meeting of the Board of Directors or a committee of the
Board of Directors when corporate action is taken is deemed
to have assented to the action taken unless:
(i) Such Director objects, at the beginning
of the meeting or promptly upon arrival, to holding the meeting
or transacting specified affairs at the meeting; or
(ii) Such Director votes against or abstains
from the action taken.
Section 7. Contributions and Disbursements
Contributions to FAPAN shall be subject to the
approval of the Board of Directors and FAPAN funds shall be
disbursed at their discretion. All FAPAN disbursements in
excess of $2,500.00 shall require the signatures of two (2)
officers.
Section 8. Removal and Resignation of Directors
Any member of the Board of Directors may be
removed from office with or without cause by the vote or agreement
in writing by a two third (2/3) majority of all votes of the
membership or by a two third (2/3) majority of the existing
Directors. The notice of a meeting of the members or directors
to recall a member or members of the Board of Directors shall
state the specific director(s) sought to be removed. Any such
proposed removal of a Director at a meeting shall be made
by separate vote for each board member sought to be removed.
Where removal is sought by written agreement, a separate agreement
is required for each board member sought to be removed. If
removal of a director or directors is effected at a meeting,
any vacancies created thereby shall be filled by the members
at the same meeting. Any Director who is removed from the
Board of Directors shall not be eligible to stand for reelection
until the next annual meeting of the members. Any Director
removed from office shall turn over to the Board of Directors
within 72 hours any and all records of the corporation in
his or her possession.
A Director may resign at any time by delivering
written notice thereof to the Board of Directors or its Chairman.
Such a resignation is effective when the notice is delivered
unless it later effective date is specified in such notice.
If a resignation is made effective at a later date, the Board
of Directors may fill the pending vacancy before the effective
date if the Board of Directors provides that the successor
does not take office until the effective date.
Notwithstanding the foregoing, and without
limiting the grounds for which a director may be removed,
a Director’s failure to act in conformity with FAPAN’s
Articles of Incorporation and Purposes identified in Article
III hereinabove, shall be grounds for immediate removal.
Section 9. Quorum and Voting
A majority of the number of directors fixed
by these Bylaws shall constitute a quorum for the transaction
business. The act of a majority of the directors present at
a meeting at which a quorum is present will be the act of
the Board of Directors.
Section 10. Executive and Other Committees
A resolution, adopted by a majority of the full
Board of Directors, may designate from among its members and
executive committee and/or other committee(s) which will have
and may exercise all the authority of the Board of Directors
to the extent provided in such resolution, except as provided
by law. Each committee must have two (2) or more members who
serve at the pleasure of the Board of Directors.
Section 11. Place of Meeting
Special or regular meetings of the Board of
Directors will be held within or without the State of Florida.
A majority of the number of directors fixed by these Bylaws
shall constitute a quorum for the transaction business. The
act of a majority of the directors present at a meeting (in
person or via telephone/video conference) at which a quorum
is present will be the act of the Board of Directors.
The Board of Directors shall meet at least quarterly
and in conjunction with the corporation’s annual membership
meeting.
Section 12. Procedure at Board Meetings
The rules contained in the Handbook on Parliamentary
Procedure ("Robert's Rules of Order") shall govern
the meetings of the Board of Directors.
Section 13. Self Dealing
No director shall use confidential information
gained by reason of being a member of the Board of Directors
for personal gain to the detriment of the corporation or any
of its members. Any director who so abuses confidential information
shall be removed from the Board by a vote of the Board of
Directors at a meeting wherein prior notice of the nature
of the proposed removal has been given to each director.
ARTICLE VI
Officers
Section 1. Designation, Election, and Terms
The officers of FAPAN will consist of a Chairperson/President,
Vice President/Director, Secretary and Treasurer, each of
whom will be elected by the Board of Directors. The officers
of the corporation will be appointed annually by the Board
of Directors of the corporation at the annual meeting of directors.
It is hereby provided that the officers who are appointed
either in Articles of Incorporation or at the organization
meeting shall serve until the first annual meeting of directors.
A duly appointed officer may appoint one or more officers
or assistant officers.
Section 2. Selection and Removal of Officers
All officers shall serve one (1) year terms.
No officer shall serve for more than three (3) successive
terms in any one (1) position. Officers shall be elected by
the Board of Directors at the board's annual meeting (immediately
following the annual meeting of the membership) or as soon
as practical thereafter. Officers shall remain in office until
their successor has been selected. The Board of Directors
may elect a single person to any two or more offices simultaneously,
except that the offices of President and Secretary must be
held by separate individuals.
Chairperson: The Chairperson
shall preside at all board meetings and shall exercise parliamentary
control in accordance with Roberts Rules of Order.
President: The President will
perform all duties incident to such office and such other
duties as may be provided in these bylaws or as may be prescribed
from time to time by the Board of Directors. In the absence
of the Chairperson, the President shall preside at all board
meetings and shall exercise parliamentary control in accordance
with Roberts Rules of Order.
Vice President: The Vice President
shall act in place of the President in the event of the President's
absence, inability, or refusal to act, and shall exercise
and discharge such other duties as may be required by the
board.
Secretary: The Secretary will
keep minutes of all meetings of the Board of Directors, will
be the custodian of the corporate records, will give all notices
as are required by law or these bylaws, and generally, will
perform all duties incident to the office of Secretary and
such other duties as may be required by law, by the Articles
of Incorporation, or by these bylaws.
Treasurer: The Treasurer will
monitor the fiscal affairs of the corporation, will render
reports to the Directors as required by the Board of Directors,
and will perform, in general all duties, which may be assigned
from time to time by the Board of Directors, including without
limitation collection of all dues and other funds of the corporation,
and prepare, sign and file all reports to governmental authorities
required by law or directed to be filed by the Board of Directors.
Any officer elected or appointed to office
may be removed by the Board of Directors whenever in their
judgment the best interests of FAPAN and its members will
be served. Notwithstanding the above, an officer or agent
elected or appointed may be removed by the Board of Directors
at any time, with or without cause. Any office or assistant
officer or agent, if appointed by another officer may likewise
be removed by such officer or by the Board of Directors.
Any officer may resign at any time be delivering
written notice to FAPAN. Said resignation shall be effective
upon delivery, unless the notice specifies a later effective
date and said future date is approved by the Board of Directors.
ARTICLE VII
Meetings
Section 1. Annual Meeting
The annual membership meeting of this organization
shall be held on the second (2nd) Friday of January each and
every year except if such day be a legal holiday, then and
in that event, the Board of Directors shall fix the day of
the meeting as the next business day.
The Secretary shall cause to be mailed to every
member in good standing at his or her address as it appears
in the membership roll book of this organization a notice
advising of the time and place of such annual meeting.
A majority of the members entitled to vote,
represented in person or by proxy, shall constitute a quorum
at a meeting of members and shall be necessary to conduct
the business of this organization.
Section 2. Special Meetings
Special meetings may be called from time to
time by the Chairperson or at the request of a majority of
the current members of the Board of Directors. Notices of
such meeting shall be mailed to all members at their addresses
as they appear in the membership roll book at least ten (10)
days before the scheduled date set for such special meeting.
Such notice shall state the reasons that such meeting has
been called, the business to be transacted at such meeting
and by whom it was called.
Section 3. Notice and Mailing
Notice of any meeting may be given in person;
by telephone (if oral notice is permitted), telegraph, teletype,
or other form of electronic transmission (ie: electronic mail);
or by mail, and as provided for in § 617.0141, Fla. Stat.
(as amended). For purposes of these Bylaws, the terms “mail”
or “mailing” shall mean “e-mail” or
“e-mailing” and the term “addresses”
shall mean “e-mail addresses” as applicable.
ARTICLE VIII
Dissolution
Corporation shall be dissolved and its affairs
concluded by two-thirds (2/3) vote of the Board of Directors.
Upon dissolution, all of the property and assets of this Corporation
shall be disbursed in accordance with Florida law.
ARTICLE IX
Amendments to Bylaws
These Bylaws may be altered, amended or repealed,
or new Bylaws may be adopted, at any meeting of the Board
of Directors by affirmative vote of at least two-thirds (2/3)
of those members present and voting.
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