Naples Free-Net Bylaws
(As amended by the Naples Free-Net Board of Directors and presented to
the membership on November 2004 where it was ratified accordingly
This is a copy made by Bill Coakley on
4/12/05 of the document used at the ratification meeting located 4/2005
ARTICLE ONE - Name and Objectives
1.1 the name of this
organization shall be the Naples Free-Net herein after referred to as the
1.2 The objective of this organization shall be to provide
access to information held locally and globally; to manage and administer a
community website; and to provide educational support with respect to electronic
access to information.
ARTICLE TWO - Powers
2.1 The Corporation will have such
purposes or powers as defined in its Articles of Incorporation and such powers
as are now or may be granted hereafter by law.
ARTICLE THREE - Offices
3.1 the principal office of the
organization shall be at such place within the county of Collier in the State of
Florida as the board of directors may determine from time to time.
ARTICLE FOUR - Members
4.1 Members of the organization shall be those
individuals who are current registered users in good standing of the Free-Net.
ARTICLE FIVE - Board of Directors
5.1 General Powers
The business, property, and affairs of the organization
shall be managed by the board of directors, except as otherwise provided in
these bylaws and the laws of the State of Florida.
There shall be no less than 12 elected members
of the board of directors. Should the number of elected members become less than
12 a special meeting for an election shall be held. The total number of members
shall not exceed 16.
5.3 Term, Electors and Timing
Directors shall be elected
for a three year terms by the registered members in good standing of the Naples
Free-Net, at the General Annual Meeting or at a special meeting called in
accordance with 5.2 above.
5.4 Elected and Appointed Members
Individuals may from
time to time be appointed by a majority vote of the board to become a member to
the board of directors to fill a vacancy for a term not to exceed three years.
All other members of the board must be elected as set forth herein. At no time
may more than 25% of the seated members of the Board of Directors be
Nominations to the board of directors
shall be accepted from members in good standing and directors then in office.
Nominations shall be transmitted to the NFN Nominating Committee by electronic
or paper means for receipt no later than 30 days before the annual meeting or
special meeting called to elect board members. The chairman of the nominating
committee shall cause a notice calling for nominations to be posted in a
conspicuous place on the Naples Free-Net and/or notify membership by email or
mail at least 45 days prior to the annual meeting or special meeting called to
elect Board members.
Directors shall be elected by members in good
standing at each annual meeting to hold office until the end of their term and
until a successor is elected or until a directors resignation, death or
Any director may be removed with cause by
resolution adopted by affirmative vote of two-thirds of the remaining directors
of the board at any dutifully called meeting of the board of directors. Three
consecutive unexcused absences may constitute such cause.
Any director may resign at any time by
providing written notice to the organization. The resignation will be effective
on receipt of the notice or at a time designated in the notice. A successor
shall be appointed as provided in these bylaws.
5.9 Board Vacancies
A vacancy on the board may be filled
with a person selected by the remaining directors of the board. A director
selected to fill a vacancy shall be selected for the unexpired term of his or
her predecessor in office pursuant to article 5.4 above.
5.10 Annual Meeting
An annual meeting shall be held at a
time and place determined by the board of directors. The annual meeting shall
take place in the first quarter of each calendar year. The Secretary of the
board shall cause a notice to be placed in a conspicuous place on the Naples
Free-Net or transmit such notice by email or mail for receipt at least 45 days
prior to the annual meeting. Annual Reports will be given by the President and
Treasurer at this meeting.
5.11 Regular Meetings
Regular meetings of the
board of directors shall be held at a time and place determined by a majority of
the board. Notice of the regular meetings shall be given to each director at
least 10 days prior to the meeting.
5.12 Special Meetings
Special meeting of the board of
directors may be called by the chairman of the board of directors or any three
directors at a time and place as determined by those persons authorized to call
special meetings. Notice of time and place of special meetings shall be given to
each director at least three days before the meeting.
The presence of half plus one of the sitting
members of the board shall constitutes a quorum for the transaction of any
business at any board meeting. Actions voted on by a majority of directors
present at a meeting where a quorum is present shall constitute authorized
actions of the board of directors
5.14 Ethical Standards
Directors, officers, and agents of
the organization are expected to disclose or avoid activities that may conflict
or lead to a conflict between the interest of the organization and the interests
of such director, officer or agent. Violation of this ethical standard may
result in termination of the relationship with the organization.
5.15 Conduct of Meetings
All meetings of the board of
directors and any committees of the board shall be conducted according to
Robert's Rules of Order.
ARTICLE SIX -
6.1 Executive Committee
There shall be an Executive
Committee composed of the President, Vice-President, Treasurer, Secretary and
immediate past President. During the intervals between meetings of the board of
directors, the executive committee shall advise with and aid the management of
the organization in all matters concerning the interest and management and
affairs of the organization, and shall perform all duties and exercise all
powers of the board of directors unless otherwise prohibited by law. The
president of the organization shall be the chairman of the executive committee.
6.2 Standing Committees
6.2.1 A Nominating Committee shall be appointed
by the president at first board meeting following the annual meeting. This
committee shall be composed of three members of the organization, one of whom
must be a member of the executive committee. It is the duty of the nominating
committee to obtain nominations as outlined in article 5.5 thenceforth to
conduct the Board of Directors election.
6.2.2 A Fund Raising Committee shall be appointed by the
president at the first board meeting following the annual meeting. This
committee shall be composed of at least two persons one of which must be a
member of the executive committee. Other members of the committee may or not be
members of the organization. It is the duty of the fund raising committee to
actively seek funds for the Naples Free-Net.
6.2.3 A Budget Committee shall be appointed by the president
at the first board meeting following the annual meeting. This committee shall be
composed of the president, vice president, treasurer and any other member of the
board of directors chosen to serve by the president. It is the duty of the
budget committee to gather the data, both revenue and expenses anticipated,
including the upcoming plans and major projects for the organization, and
thereby set the budget for the forthcoming year. That budget must be brought to
the board of directors for approval. (02/96)
6.3 Special Committees
The board of directors, by
resolution adopted by a majority of the entire board, may create such special
committees as may be deemed desirable, the members of which shall be appointed
by the President, with the approval of the board, which committees shall only
have the lawful powers specifically delegated to them by the board.
Committees shall meet as directed by the
board of directors, and their meetings shall be conducted by the rules as
provided in Article Five for meeting of the board of directors. Minutes shall be
recorded at each committee meeting and shall be presented to the board of
ARTICLE SEVEN Officers of the Naples Free-Net
The officers shall be a President,
Vice-President, Secretary and Treasurer. There may also be other officers, as
the board deems appropriate. All officers shall be chosen from among the members
of the board of directors. No two offices may be held by the same person
7.2 Election and Term of Office
The officers shall be
elected annually by the board of directors at the first meeting of the board of
directors after the annual meeting. Vacancies may be filled or new offices
created and filled at any meeting of the board of directors. Each officer shall
hold office until his or her successor shall have been duly elected and shall
have been qualified or until his or her death, resignation or removal from
An officer may be removed with cause by
resolution adopted by affirmative vote of two-thirds of the remaining directors
of the board at any dutifully called meeting of the board of directors.
A vacancy in any office for any reason may
be filled by the board of directors.
The President shall preside at all meeting
of the Board of Directors. The President shall have and exercise general charge
and supervision of the affairs of the organization and shall do and perform such
other duties as may be assigned to him or her by the Board of Directors. This is
subject to the President's right and the right of the board to delegate any
specific power to any other officer of the organization.
7.6 Vice President
The Vice President shall have the
power to perform duties that may be assigned by the President or the board of
directors. If the President is absent or unable to perform his or her duties,
the Vice President shall perform the President's duties until the board directs
otherwise. The Vice President shall perform all duties incident to the office,
and shall do and perform other duties as may be assigned to him or her by the
President or the board of directors.
The Secretary shall cause to have the
following functions performed:
i. minutes kept of board meetings;
ii. the provision of notices to each director as
iii. a register of the names and addresses of each
officer and director kept; and
iv. any duties incident to the office and other duties as
assigned by the President or the board.
The Treasurer shall:
i. have property and custody over corporate funds,
securities and property;
ii. ensure that accurate books and records of corporate
receipts and disbursements are kept;
iii. cause to have deposited all monies and securities
received by the organization at such depositories in the organization's name
that may be designated by the board;
iv. ensure that all corporate filings are completed; and
v. perform all duties incident to the office and other
duties as assigned by the President or the board of directors.
ARTICLE EIGHT - Staff
8.1 Executive Director
The board may appoint an
appropriate and qualified individual to carry out the executive and
administrative functions of the organization. The senior staff position shall be
the Executive Director who shall serve at the desire of the board. The executive
director is an ex-officio member of the board of directors, executive committee
and all other board committees. The Executive Director has no vote at these
8.2 Other Staff Members
The Board may appoint appropriate
and qualified individuals to carry out functions of the organization.
ARTICLE NINE - Restrictions
9.1 Restrictive Purposes and Activities
Notwithstanding any other provision of these articles, the
organization is organized exclusively for one or more of the following purposes,
charitable, scientific, or education purposes as defined in section 501 (c)(3)
of the Internal Revenue Code of 1954 and shall not carry on any activities not
permitted to be carried on by an organization exempt from the federal Income Tax
law under 501 (c)(3) or corresponding provisions of any subsequent Federal tax
9.2 Non Inurement Provision
No part of the net earnings
of the organization shall inure to the benefit of any member, trustee, director,
officer of the organization, or any private individual (except that reasonable
compensation may be paid for services rendered to or for the organization).
9.3 Dissolution Provision
In the event of dissolution all
of the remaining assets and property of the organization shall after necessary
expenses thereof be distributed to such organizations as shall qualify under
section 501 (c)(3) of the Internal Revenue Code, or corresponding provision of
any subsequent Federal tax laws; or to the federal government, or to a state or
local government, for a public purpose; or to another organization to be used in
such manner as in the judgment of a Justice of the Supreme Court of the state of
Florida will best accomplish the general purpose for which this organization was
ARTICLE TEN - Corporate Document Procedure
All corporate documents (including stocks, bonds,
agreements, insurance and annuity contracts, qualified and non-qualified
deferred compensation plans, checks, notes, disbursements, loans, and other debt
obligations) shall not be signed by any officer, designated agent, or
attorney-in-fact unless authorized by the board of directors or these bylaws.
ARTICLE ELEVEN - Indemnification
11.1 Directors, Officer and Employees
Free-Net, from and after the date hereof, shall hold harmless any and all
trustees, officers, directors and staff from any and all liability, claims,
demands or expenses by reason of acting as a trustee, officer, director or staff
and volunteer or otherwise by reason of any and all actions performed or
omissions to act by reason of being a trustee, officer, director and staff
otherwise of the organization.
11.2 Former Officer and Directors
provided in this article continues for a person who has ceased to be a trustee,
director, officer, staff or volunteer and shall inure to the benefit of the
heirs, executors, and administrators of that person.
The organization may purchase and maintain
insurance on behalf of any person who (a)n was or is a director, officer,
employee or agent of the organization, or (b) was or is a volunteer who
performed volunteer services at the request of the organization. Such insurance
may protect against any liability asserted against the person and incurred by
him or her in such a capacity or arising out of his or her status as such,
whether or not the organization would have the power to indemnify against such
liability under this article or the laws of the state of Florida.
ARTICLE TWELVE - Compensation
When authorized by the board a person shall be reasonably
compensated for service rendered to the organization as an employee, agent, or
independent contractor, except as prohibited by these bylaws. Directors and
officers shall serve without compensation.
ARTICLE THIRTEEN - Fiscal Year
The fiscal year of the organization shall end on June 30.
ARTICLE FOURTEEN - Audit
The board of directors shall cause an independent annual
financial review of the organization to be performed and may retain the services
of an independent Certified Public Accountant.
ARTICLE FIFTEEN - Amendments
The membership at any regular or special meeting may
amend or repeal these bylaws, or adopt new bylaws by a vote of two thirds of the
members present, if notice setting forth the terms of the proposal has been
given to the members at least thirty days in advance of such meeting by mail,
facsimile, electronic mail or by a prominent posting on the Naples Free-Net,
regardless of any notice for such meeting of the board of directors contained
elsewhere in these bylaws.