Florida Keys Assisted Care Coalition, Inc.
I - NAME
Section 1. The
corporation shall be entitled – Florida Keys Assisted Care Coalition,
Inc., hereafter referred to as (The Corporation.) Said Corporation has
been incorporated as a 501(c)(3), Florida, not-for-profit corporation.
II - MISSION AND VISION
Section 1. The
Mission - To provide a model assisted living community in harmony with
the environment and fully integrated within the surrounding community.
Section 2. The Vision – Elders
aging place in a comfortable, tropical assisted living community.
III - MEETINGS
Section 1. Regular meetings of
the Board of Directors shall be held no less than six times per year,
at a time and place to be designated.
Section 2. Special meetings may
be called by any three Directors, as needed.
Section 3. Meetings shall be held
on a day, time and place determined by a majority of the Board.
Directors are expected to have no more than two (2) “unexcused”
absences from the board meetings each year. Directors may request an
“excused” absence, provided they notify the Coordinator prior to the
Section 4. Types of Meetings –
There shall be three types of meetings: (a) Annual. (b) Regular (c)
Special. Annual meeting of the Board of Directors
shall be held in March of each year, unless otherwise determined by the
Section 5. Notice – At least seven
(7) days prior to any regular or special meeting notice shall be given
to Directors by email or U.S. Mail.
BOARD COMPOSITION AND RESPONSIBILITIES
Section 1. The Board
of The Corporation shall consist of a minimum of fifteen directors and
not more than twenty-one.
Section 2. The Executive Committee
shall be comprised of the President or Co-Presidents, Vice President,
Secretary and Treasurer.
Section 3. Term of Office.
Directors elected will serve for two-year terms from the date of their
election, except that terms of office will be staggered, so that
approximately half the directors will be elected at each annual
Section 4. Length of Service. A
Director or Board member may be re-elected to three consecutive,
two-year terms. Re-election may occur following a one-year absence from
Section 5. The Board of Directors
shall transact all business of the corporation. It shall determine the
policies, fiscal matters and in general assume responsibility for the
guidance of the affairs of the corporation.
Section 6. Quorum. The Directors
present who have been given proper notice pursuant to these By-laws
shall constitute a quorum for the transaction of business, but they
shall not number less than one third (1/3) of the entire Board.
Section 7. Election of Directors. Between
the annual meetings of the Board, the Nominating Committee shall
recommend, to the Board, individuals to fill vacancies as they occur.
Based upon consent of the Directors such individuals will serve the
remainder of the term to which they have been elected.
Section 8. Removal of Directors, Officers. Any
Director or Officer may be removed by a two-thirds (2/3) vote of the
Board of Directors.
Section 9. The Executive Committee shall
have and exercise the authority designated by the Board of Directors in
the management of the business of the corporation between meetings of
Section 10. Voting. Every Director
of the Corporation, in good standing, shall have the right to one vote
upon every proposal properly submitted to vote at any meeting of the
Corporation. No Proxy voting shall be permitted.
Section 11. Compensation. No
Director shall receive compensation as a result of being a member of
the Board of Directors.
V - POWERS AND DUTIES OF OFFICERS
Section 1. President or
Co-Presidents. The President or Co-Presidents shall preside
at all meetings of the Board of Directors and shall act as the chief
executive officer of the Corporation. They shall provide an annual
report of activities to the Board of Directors, and shall do and
perform such other duties as from time to time may be assigned to them
by the Board of Directors and the Executive Committee. The President or
Co-Presidents shall serve on all committees, or appoint a temporary
The President or Co-Presidents shall not serve on the Nominating
Section 2. Vice-President. The
Vice-President shall preside at those meetings when the President/
Co-Presidents are absent.
Section 3. Secretary. The
Secretary shall be responsible for assuring that complete records of
all meetings of the Board be kept and maintained properly in the
Corporation offices. He/She shall sign documents pertaining to the
Corporation as he/she may be authorized or required by law/regulation
and by these By-Laws. The Corporate Seal will be kept at the Corporate
Offices, to be used as appropriate by the Secretary or his/her designee.
Section 4. Treasurer – The
Treasurer shall perform all duties incidental to the office of the
Treasurer, subject to the control of the Board. The Treasurer will
chair the Finance Committee (if said committee is instituted by the
President/Co-Presidents) and review in detail the monthly and annual
Financial Statements and other related reports in conjunction with the
Coordinator and the President/Co-Presidents. The Treasurer, or his/her
designee, will present the Financial Statements at Board Meetings.
Section 5. Absence or Incapacity of
Officers. In the event of absence, inability, or refusal to
act of any of the officers of this Corporation, the Board of Directors
may appoint any member of the Corporation to perform his or her
VI - COMMITTEES
Section 1. Executive Committee.
The Executive Committee shall be composed of the President or
Co-Presidents, Vice President, Secretary and Treasurer.
The Executive Committee shall have and exercise the authority
designated by the Board of Directors in the management of the business
of the corporation between meetings of the Board. Their actions shall
be presented to the Board at the next meeting for ratification.
Section 2. Nominating Committee. The
Nominating Committee shall consist of three (3) Directors appointed by
the Executive Committee. Their duties shall be to (a) recommend to the
Board, for approval, persons to fill vacancies on the Board between
Annual Meetings, (b) recommend to the Board, for approval, persons to
fill those seats whose terms are expiring, (c) recommend to the Board,
for approval, a slate of officers for the coming year.
Section 3. Finance Committee. The
Finance Committee shall consist of the Treasurer, who shall serve as
Chairman and three additional members as selected by the Board of
VII - INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 1. All
officers and directors shall be indemnified by the Corporation against
all expenses and liabilities, including attorney’s fees (including
appellate proceedings), reasonably incurred in connection with any
proceeding or settlement hereof in which they may become involved by
reason of holding such office.
VIII - PARLIAMENTARY PROCEDURES
Section 1. Procedures.
Parliamentary procedures for all meeting of the Board of Directors and
the Executive Committee of the Board shall be in accordance with
Roberts Rules of Order.
IX - FUNDS
Section 1. General Operating
Fund. All contributions and gifts-in-kind that are not
specified for a particular purpose shall be designated unrestricted
funds. The operating costs of the Corporation will be paid from this
X - STAFF
Section 1. Employment.
Professional, clerical, and maintenance staff related to the
corporation may be employed in accordance with the provisions of these
By-laws. Appointed by majority vote of the Board.
Section 2. Coordinator. The
Coordinator will be responsible to maintain the records of the
Corporation, keep minutes of the proceedings of the Board of Directors.
The Coordinator will keep the Board of Directors updated on the actions
of the Board through electronic communication when possible, or mailed
copies of information for those Board members without electronic
Section 3. The duties of the Coordinator
will be limited to the ability of the Board of Directors to compensate
Section 4. The Coordinator serves
as an ex-officio and non-voting member of the Board and all committees.
All duties and responsibilities of the Coordinator are outlined on an
official job description approved by the Board.
XI - FISCAL YEAR
The fiscal year of the Corporation shall
be October 1st to September 30th, annually .
XII - DISSOLUTION
A. Upon the
dissolution of the Corporation, the Board of Directors shall, after the
payment of all the liabilities of the Corporation, dispose of all of
the assets of the Corporation exclusively for the purposes of the
Corporation in such manner, or to such 501.(c)(3) organization or
organizations within Monroe County organized and operated exclusively
for the purposes of serving the elderly citizens of Monroe County.
B. No part of the net earnings of
the Corporation shall inure to the benefit of, or be distributable to,
its members, officers, directors, or any person except that the
Corporation shall be authorized and empowered to pay reasonable
compensation for services rendered, and to make payments in the
furtherance of the Corporation. Notwithstanding any other provisions of
the Articles of Incorporation or these By-laws of the Corporation, the
Corporation shall not carry on any activity not permitted to be carried
on (a) by a corporation exempt from federal income tax, under Section
501(c)(3) of the Internal Revenue Code of the United States of America,
or (b) by a corporation, contributions to which are deductible under
Section 170(c)(2) of the Internal Revenue Code of 1986, as amended (or
the corresponding section of any future United States revenue law).
XIII - SEAL
The Board of Directors shall provide a
corporate seal, which shall be set forth below.
IVX - AMENDMENT OF BY-LAWS
These by-laws may be altered, amended,
or repealed, and new By-laws may be adopted by a two-thirds (2/3)
majority vote of the Board of Directors at any regular or special
meeting of the Board of Directors. At least fourteen (14) days written
advance notice of said meeting shall be given to each member of the
Board of Directors.
I certify that these are the By-laws, as
amended, by the Board of Directors of the Florida Keys Assisted Care
By-laws approved 6/9/04, amended 8/5/04