By-Laws of the Sarasota World Affairs Council
ARTICLE I – Name
The name of this organization is the Sarasota World Affairs Council (the “Organization”), a Florida not-for-profit corporation.
ARTICLE II – Purposes and Objectives
Section 1. Purpose. The purpose of this nonpartisan Organization is to engage and promote understanding of the world and its people among the residents of Sarasota and Manatee counties. The purpose is exclusively educational and charitable within the meaning of Section 501(c) (3) of the Internal Revenue Code.
Section 2. Non-Profit. The Organization shall operate without profit, and no part of its net earnings or assets shall ever be distributed as a dividend or inure to the benefit of any private individual or Member. The Organization shall qualify and remain qualified as a tax-exempt charitable organization under Section 501(c) (3) of the Internal Revenue Code of 1986, as amended (the “Code”), or corresponding sections of any prior or future Internal Revenue Code. The Organization has been formed under the Florida Not for Profit Corporations Act.
ARTICLE III – Membership
Section 1. Members. The membership of this Organization shall consist of members admitted to membership upon such terms as the Board of Directors shall establish from time to time. A "Member" shall be defined as an individual or a family. Organizations may become corporate sponsors upon such terms as determined by the Board of Directors. Members shall be identified in such classes, pay such dues, and have such tenure, rights, and privileges as the Board of Directors shall determine, except for corporate sponsors as specified in Section 3 below.
Section 2. Dues. Members shall pay the dues set by the Board of Directors. Membership is based on the calendar year. Dues for the next year shall be due and payable by December 31 of the previous year. The Board of Directors, by majority vote, may, at its discretion, waive dues requirement for an individual or family.
Section 3. Rights of Members. Each Individual Membership shall have one vote, and each Family Membership shall have two votes. Corporate sponsors have no voting rights and are not eligible for a seat on the Board of Directors but may be granted other privileges as the Board may determine. The right of a Member to vote and all the Member's other rights, offices, and interests in the Organization shall cease on the termination of the Member's membership. No Member shall be entitled to share in any distribution of the assets upon the dissolution of the Organization.
ARTICLE IV – Members Meetings
Section 1. Annual Meeting. An annual meeting of Members (the "Annual Meeting") shall be held before the end of the fiscal year to elect Directors and transact any other business that may be necessary. Written notice of the Annual Meeting shall be sent to all Members at least two weeks before the meeting by mail or electronic means. The Board of Directors, at its discretion, may defer the date of the annual meeting by no more than 60 days.
Section 2. Special Meetings. Special Meetings may be called by the Board of Directors at any time. A Special Meeting must be called upon the written request of ten (10) percent of the Members of the Organization. Members calling for a Special Meeting shall put their request in writing, stating the purpose for the meeting, and submit their request to the President. Written notice of the Special Meeting, stating the time, place, and purposes shall be served by mail or electronic transmission upon each Member of the Organization not less than fourteen (14) nor more than forty-five (45) days before such meeting, at the Member's last known address.
Section 3. Quorum/Voting. At any Annual Meeting or Special Meeting twenty (20) percent of the Members of the Organization shall constitute a quorum for the transaction of business. A majority vote at a meeting duly called and at which a quorum is present shall be sufficient to take or authorize action upon any matter which may properly be before the meeting.
ARTICLE V – Board of Directors
Section. 1. Function. To the extent permitted by law and the Articles of Organization and the Bylaws of the Organization, all corporate powers shall be exercised by, or under the authority of, and the business and affairs of the Organization shall be managed under the direction of, the Board of Directors ("Board").
Section 2. Number. The Board shall have no fewer than seven (7) and no more than seventeen (17) Members.
Section 3. Term. Directors shall be elected for a term of three (3) years or until the Director's earlier death, resignation, or removal from office. The Board may, due to an unexpected vacancy, elect by two-third (2/3) vote of the Board an individual to serve as a Director. This individual will serve until the next Annual Meeting at which time such Director shall be eligible for formal election to a full term.
Section 4. Qualifications. Directors must be 18 years of age or older and need not be residents of the State of Florida but must be Members in good standing of the Organization.
Section 5. Compensation. Directors shall serve without compensation or reward, except for reimbursement of reasonable expenses incurred on behalf of the Organization and provided for in the annual budget.
Section 6. Duties of Directors. A Director's duties shall include, but not be limited to, approval of an annual budget. A Director shall perform the duties of a Director, including his or her duties as a member of a committee, in good faith, in a manner he or she reasonably believes to be in the best interest of the Organization and with such care as an ordinarily prudent person in a like position would exercise under similar circumstances.
Section 7. Meetings of the Board of Directors.
a. Time, Notice and Call of Meeting.
1. Regular Meetings: Regular meetings of the Board of Directors may be held with notice as scheduled by the Board of Directors. In keeping with the seasonal nature of the Organization’s activities, regular meetings will normally be held monthly between the months of September and May inclusive.
2. Ad Hoc Meetings: Ad Hoc meetings of the Board may be called by the President of the Organization or by any five (5) Directors in which case notice of the time, place, purpose of the ad hoc meeting, and the names of the Directors calling the ad hoc meeting, shall be given to each Director by either personal delivery, e-mail, or telephone at least two (2) business days before the meeting (or by notice mailed to the Director at least five (5) business days before the meeting).
3. Waiver of Notice: Notice of a meeting of the Board need not be given to any Director who signs a waiver of notice either before or after a regular or ad hoc meeting of the Board.
b. Place of Meeting. Regular and ad hoc meetings of the Board of Directors may be held at a location suitable for the transaction of Organization business.
c. Agenda. The Secretary shall provide a written agenda to each Director prior to each regular or ad hoc meeting of the Board.
d. Quorum and Voting. A majority of the full Board of Directors shall constitute a quorum for the transaction of business. The act of the majority of the Directors present at the meeting at which a quorum is present shall be the act of the Board of Directors, unless a majority or two- thirds (2/3) majority of the Board present or the full Board is required elsewhere herein or by law.
e. Presumption of Assent. A Director of the Organization who is present at a meeting of its Board at which action is taken on any corporate matter shall be presumed to have assented to the action taken unless he or she votes against such action or abstains from voting because of an actual or potential conflict of interest.
f. Conflicts of Interest. Directors of the Organization shall be subject to the Organization’s Conflict of Interest policy adopted January 8, 2015.
g. Alternate Methods of Attendance at Meetings. Directors may participate in a meeting of the Board by means of a conference telephone or similar communications equipment provided that all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
h. Action without a Meeting. In exceptional circumstances, outside of a formal meeting or ad hoc meeting, the President is authorized to take action requiring Board approval, except that such action must be approved within 15 days by two-thirds (2/3) of the Board whose votes are recorded by phone or electronic (email) poll. Such action shall be presented and recorded in the minutes of the next regularly scheduled meeting of the Board. Members whose votes cannot be recorded will be deemed to have abstained.
i. Adjourned Meeting. Notwithstanding the existence of a quorum, a majority of the Board present may adjourn any meeting of the Board to another time and place. Notice of any such adjourned meeting and the time and place that the meeting shall be re-convened shall be given to the Directors who were not present at the time of the adjournment.
Section 8. Outgoing Presidents. Each outgoing President shall remain as a voting (ex officio) member and advisor to the Board. The Outgoing President shall participate in discussion of matters before the Board.
ARTICLE VI – Officers
Section 1. Officers. The officers of the Organization shall consist of a President, an Executive Vice President, a Secretary, and a Treasurer, each of whom shall be elected by majority vote of the Board of Directors present at the first Board meeting following the Annual Meeting. Other individuals, standing committee chairs and agents as may be deemed necessary, may be appointed by the Board from time to time. The offices of the President and the Treasurer may not be the same person.
Section 2. Term. The President, Executive Vice President, Secretary, and Treasurer shall be elected at the first Board meeting after the annual meeting by majority vote of Board members present. Vacancies of officers in Article VI, Section 1 shall be filled in accordance with the procedures in the aforementioned section at the next regular meeting following occurrence of the vacancy.
Section 3. Duties. The officers of the Organization shall have the following duties:
a. President. The President shall be the chief executive officer of the Organization, shall have general and active management of the business and affairs of the Organization subject to the directions of the Board, and shall serve as chairperson of the Board, presiding at all meetings of the Board and all meetings of Members. The President shall enforce the bylaws and perform all duties incident to the office. The President shall be an ex-officio member of each standing and special committee.
b. Executive Vice President. The Executive Vice President shall act in place of the President when the President is temporarily unable to execute the duties of that office. If the office of the President becomes vacant, the Executive Vice President shall assume the duties of President and possess all the powers and perform all the duties of that office until such time as the Board elects a new President in accordance with Article VI, Section 2. The Executive Vice President shall perform other duties as directed by the President. If the Executive Vice President is unable to execute the duties of the office of the President as required in this Section, then the Secretary shall act as next in the line of succession.
c. Secretary. The Secretary shall have custody of and maintain all the Organization’s records, including membership records, except for financial records. (see section d below) The Secretary shall be responsible, with the assistance of staff, for recording the minutes of all meetings of the Board, sending all notices of meetings, and performing such other duties as may be prescribed by the Board or the President. The Secretary shall keep the minutes available for inspection by Directors at any reasonable time. Minutes shall be retained permanently. The Secretary shall also be responsible for advising the Board on whether actions taken by the Board conform with the provisions of these bylaws.
1. The Treasurer shall have custody of all the Organization’s funds and financial records. The Treasurer shall ensure the Organization complies with all applicable Federal and State laws and regulations.
2. The Treasurer shall chair the Budget and Finance Committee and prepare the annual budget and any subsequent amendments in consultation with other committee chairs as appropriate. The annual budget shall be approved by majority vote of the entire Board on or before the beginning of the fiscal year. Subsequent amendments to the annual budget shall be approved by majority vote of the entire Board.
3. The Treasurer shall keep full and accurate accounts of receipts and shall have authority to authorize expenditures and disburse the same in accordance with the approved annual budget, or at the specific direction of the Board.
4. Not later than 3 months after the close of each fiscal year, the Treasurer shall prepare a financial statement showing in reasonable detail the financial condition of the Organization as of the close of the fiscal year. This statement shall include a detailed statement of income and expenses showing the results of the operations of the Organization during the fiscal year.
5. The Treasurer shall make a statement as to the financial status of the organization at the annual meeting.
6. The Treasurer shall have authority to move funds between line items in the approved budget without further Board approval not to exceed fifteen (15) percent of the line item’s value from which the funds are taken. Amounts exceeding the fifteen (15) percent threshold shall be approved by majority vote of the Board present.
7. The Treasurer shall render accounts thereof to the Board and shall perform such other duties as may be prescribed by the Board.
Section 4. Executive Director. The Board, at its discretion, may appoint an Executive Director who shall be the Chief Operating Officer of the Organization. The Executive Director may be compensated at a rate as decided by a majority of the Board present and voting and as provided for in the annual budget. The duties of the Executive Director will be determined by the Board and shall be conveyed in writing to the Executive Director. The Executive Director shall be a non-voting (ex-officio) member of the Board.
Section 5. Other Positions, Ex Officio. The Board, at its discretion, may designate the holders of certain positions in the organization as ex officio directors. Ex officio directors do not have the right to vote on Board matters. Like the Executive Director, they may participate in meetings of the Board without the right to vote.
ARTICLE VII – Standing Committees
Section 1. Standing Committees. There shall be the following standing committees: Budget and Finance; Communications and Media Relations; Development; Education and Outreach; Membership; and Programs.
Section 2. Chairpersons. The chairpersons of all standing committees shall be appointed by a majority of the Board present following the Annual Meeting. The chairpersons, in consultation with the President, shall determine the scope of activities for their respective committees.
Section 3. Titles. The Board, at its discretion, may designate the chair of a standing committee a vice president with authorities limited to the activities of the respective standing committee.
Section 4. Committee Members. The chairperson of each standing committee shall appoint all members of that committee to include representatives of the Organization’s membership as appropriate. Representatives from the membership shall be subject to the conflict of interest policy (Article V, Section 7(f)).
Section 5. Other Committees. There shall be such other committees as the Board may initiate.
ARTICLE VIII – Election of Board Directors
Section 1. Establishment of a Nominating Committee. Not less than three (3) months prior to the Annual Meeting, the President, with the consent of two-thirds (2/3) majority vote of the Board, shall appoint a member of the Board as the chairperson of a Nominating Committee whose purpose is to identify, qualify and recommend individuals to serve as Directors of the Organization. The chair of the Nominating Committee shall solicit members consisting of at least three (3), and not more than six (6) members of the Organization including up to one (1) additional Board Member. The Nominating Committee will be dissolved after the Annual Meeting.
Section 2. Report of the Nominating Committee. The Nominating Committee shall report its recommendations for nominations for Directors (“the Slate”) to the Board who shall approve the slate by a two-thirds (2/3) vote of Board members present. The Board shall send the Slate to all Members with the notice of the Annual Meeting. The Slate shall set forth the names and qualifications of the Directors nominated. The report of the Nominating Committee shall be presented at the Annual Meeting.
Section 3. Voting. Election of Board Directors shall be by ballot, voice vote, or show of hands of Members in good standing as shall be determined by the President. The election of Directors shall be in accordance with the quorum and voting provisions set forth in Article IV, Section 3 of these bylaws.
Section 4. Replacement of Board Directors. Should a vacancy occur on the Board at any time between Annual Meetings, any member of the Board may recommend candidates to the Board. Such vacancies may be filled in accordance with Article V, Section 3(a).
Section 5. Removal, Suspension and Resignation of Directors.
a. Removal and Suspension
1. A Director may be removed or suspended for cause.
2. Cause for removal and suspension shall include, but not be limited to: not performing the duties of a Director as set out in Article V, Section 6; repeated unexcused absences from Board meetings; violation of the Conflict of Interest policy; criminal activity; and violation of any other Board policies.
3. Action to remove or suspend a Director shall be initiated by a majority vote of Board members present at a regular or ad hoc meeting called for that purpose. The proposed removal or suspension shall be set forth in the notice of any such regular or ad hoc meeting at least ten (10) days prior to the meeting. A majority vote of Board members present shall authorize the Secretary to poll all Directors by electronic means whereupon a two-thirds (2/3) vote of the Board shall be required to remove or suspend a Director. Directors who cannot be reached after reasonable effort or who do not otherwise cast a vote shall be considered to abstain. Proxies may not be used.
b. Resignation. A Director may resign at any time. Such resignations shall be submitted in writing to the President and shall take effect as of the time of acceptance by the President.
ARTICLE IX – Advisory Council
The Board may establish an advisory council comprised of special supporters of the Organization who may assist in promoting the mission of the Organization. The advisory council shall meet at least annually to provide advice and recommendations to the Board on the upcoming year’s activities. The advisory council shall be overseen by the President.
ARTICLE X – Contracts, Checks, Deposits, and Funds
Section 1. Contracts. The Board may authorize any officer or agent of the Organization to enter into any contract or to execute and deliver any instrument or document on behalf of the Organization, subject to the terms and conditions of the approved annual budget. No contract or instrument obligating the Organization to expend funds shall be valid unless approved in advance by the Treasurer. Contracts or agreements of a non-monetary nature shall be submitted for approval by two-thirds (2/3) vote of the Board present prior to signature.
Section 2. Revenues. All funds received by the Organization shall be deposited to the credit of the Organization in such banks or other depositories as may be approved and authorized by the Board.
Section 3. Expenditures. All expenditures must have funds certified as available by the Treasurer prior to issuance of checks, drafts or other payments. In the absence of the Treasurer, officers with signature authority shall be authorized to disburse funds.
ARTICLE XI – Dissolution
In the event of dissolution, the residual assets of the Organization will be turned over to one or more organizations that themselves are exempt under Section 501(c)(3) of the Internal Revenue Code or corresponding sections of any replacement legislation, or to the federal, state or local government or in any other manner as may be required by law. The recipient organizations will be approved by a two-thirds (2/3) vote of all remaining Board members.
ARTICLE XII – Organizational Procedures
Section 1. Books and Records.
a. The Organization shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Members, the Board, and committees of the Board.
b. Pursuant to Article VI, Section 3(c), all records of the Organization shall reside with the Secretary. Archiving of all records of the Organization shall be the responsibility of the Secretary.
c. The Organization shall keep at its registered office or principal place of business a record of its membership, to include the names and addresses of all Members.
d. Any books, records, and minutes may be in written form or in any electronic form capable of being converted into written form within a reasonable time.
Section 2. Financial Information. Financial statements shall be filed at the registered office of the Organization, shall be kept permanently, and shall be subject to inspection by any Member during business hours.
Section 3. Parliamentary Authority. The rules contained in Robert’s Rules of Order Newly Revised shall govern meetings of the Organization in all cases to which they are applicable and in which they are not inconsistent with these bylaws.
Section 4. Fiscal Year. The fiscal year of the Organization shall end on the thirty-first (31st) of December of each year.
ARTICLE XIII – Repeal, Amendment, and Waivers to Bylaws
Section 1. Repeal and Amendments. These bylaws may be repealed or amended, and new bylaws may be adopted by a two-thirds (2/3) vote of the Board, provided notice of the proposed change(s) are sent to the Directors at least ten (10) days prior to a meeting of Board of Directors. Directors not present at the meeting shall be polled for their vote by email, phone or letter by the Secretary. Proxies may not be used. Directors who cannot be reached after reasonable effort or who do not otherwise cast a vote shall be considered to abstain.
Section 2. Waivers. The Board of Directors may, by a two-thirds (2/3) vote of the Board, temporarily waive any Article or section within an Article of the Organization’s bylaw for a period not to exceed ninety (90) days. At the end of the waiver period, the Board, after review, may renew the waiver for an additional ninety (90) day period by two-thirds (2/3) vote of the Board, except that the Board may not waive any Article or section of these bylaws more than once.
History: Adopted by SWAC Board of Directors, January 8, 2015; amended October 5, 2016; November 30, 2016; January 31, 2018; March 7, 2018; December 11, 2019.