Greater Fort Lauderdale Sister Cities International, Inc.
By-Laws
Article I: Name
The name of this corporation shall be Greater Fort Lauderdale Sister Cities International, Inc. (“GFLSCI”).
Article II: Purpose
GFLSCI is a not-for-profit citizen diplomacy network creating and strengthening partnerships between U.S. and international communities in an effort to increase global cooperation at the municipal level, to promote cultural understanding and to stimulate economic development. GFLSCI leads the movement for local community development and volunteer action, by motivating and empowering private citizens, municipal officials and business leaders to conduct long-term programs of mutual benefit.
Article III: Status
GFLSCI has such powers as are now or may hereafter be granted by the General Not for Profit Corporation Act of the State of Florida.
Article IV: Membership
Section 1. Individual Membership: Individual Membership in GFLSCI shall be open to any person residing or working in the Broward, Miami-Dade or Palm Beach Counties, or any person with a sustained interest in the Greater Fort Lauderdale Sister Cities International. Individual Membership comes with the right to vote.
Section 2. Organization Membership: Organization Membership shall be open to any organization or business enterprise in Broward, Miami-Dade or Palm Beach Counties which endorses the purpose of GFLSCI. An Organization Member shall designate one official representative to attend meetings and functions of GFLSCI, who shall have the same rights and privileges of an individual member, and who shall be registered annually with the Secretary.
Section 3. Honorary Membership: An Honorary Member is an individual who has rendered outstanding, conspicuous service for the improvement of international relations through activities connected with sister cities programs. Honorary Membership may be conferred at any time and for one year, unless specifically stated by the Board of Directors, for a specific length of time, by a majority vote of the Board of Directors present at any duly convened board meeting; such Honorary Membership may likewise be revoked and terminated in similar manner. An Honorary member has the right to vote and does not have to pay dues.
Section 4. Chairman Emeritus: Chairman Emeritus is a lifetime honorary position. Chairman Emeritus is a lifetime member of the Board of Directors and the Executive Committee, has the right to vote, and does not have to pay dues.
Section 5. Membership and Dues: Any Individual Member or Organizational Member (“Member”) meeting the requirements of Article IV, Section 1 or 2, may be admitted to GFLSCI by acceptance of the membership application by the Board of Directors. The Board of Directors shall determine the dues categories and dues amounts. New members approved during the fourth quarter of a calendar year shall be deemed to have paid all dues for the succeeding calendar year.
If a Member shall fail to pay the assessed dues within 30 days of renewal due date, a renewal reminder notice shall be sent to such Member. If payment is not received by the Treasurer within sixty (60) days of the renewal notice, such member will be removed from the membership rolls.
To be reinstated following resignation or removal of a member from the membership roll for non-payment of dues, a new application must be completed and submitted in accordance with the provisions of Article IV, Sections 1 or 2.
Section 6. Revocation of Membership: The Executive Committee will be responsible to hear the complaint and the defense and make a recommendation to the Board of Directors. The membership of any member may be revoked by a four-fifths vote of the Board of Directors present and eligible to vote at any duly convened meeting for any of the following reasons: a. The member no longer meets the qualification for membership set forth in Article IV, Section 1 or 2. b. The member has willfully failed and refused to be governed by GFLSCI’s Charter or Bylaws. c. The member is determined to have engaged in acts or conduct of such moral turpitude as to adversely reflect upon GFLSCI. d. The member has engaged in unprofessional behavior. The Board of Directors, shall make a final decision whether to dismiss the complaint or temporarily suspend or permanently dismiss the member or impose some other sanction.
Before any such revocation shall become effective, it shall be the duty of the Board of Directors to advise the member of the charges pending against him/her and the date of the meeting at which same will be heard and considered. The member shall be entitled to appear and be heard at such meeting and to present such testimony in his or her behalf, as he or she may consider appropriate.
Article V: Meetings
Section 1. Annual Meeting: Unless determined otherwise by the Board of Directors, an annual meeting of Members shall be held in January or within the first ninety (90) days of each year, at a date, time and place to be determined by the Board of Directors.
Section 2. Notice of Annual Meeting: The Secretary shall give Members 10 calendar days notice by mail, stating in such notice the time, place, and business to be transacted at said meeting. If the office of the Secretary is vacant, any director or person designated by the President may mail the notice of the meeting to the Members. Only such business as described in the notice may be conducted at the annual meeting.
Section 3. Election: In order to vote at the annual meeting or any special meeting, a new or renewing member shall be in good standing at least ten days prior to the annual meeting. Payment of the dues will have to have been received by the Treasurer or Membership Chairperson at least 10 days prior to the scheduled annual meeting. Directors of GFLSCI shall be elected at the Annual Meeting by the Membership from their numbers except as hereinafter provided.
Section 4. Special Meetings: Special meetings of members may be called at any time by the vote of the majority of the Board of Directors or upon petition of the Secretary by one-fifth of the members. At special meetings of the Members, only such business as stated in the call for such meeting shall be transacted. The Secretary shall give Members 10 days notice by mail, stating the time, place, and business to be transacted at the special meeting.
Section 5. Parliamentarian and Rules of Order: Where applicable and when not inconsistent with the Charter or Bylaws of GFLSCI, all meetings of the members and the Board of Directors shall be governed by Robert’s Rules of Order (revised). The Parliamentarian shall rule on any questions which may arise concerning such Rules of Order and conduct of the meeting. Voting by proxy is not allowed and only those members present may vote.
Section 6. Quorum: At any annual or special meeting of the members, 33 percent of the membership shall constitute a quorum for all purposes including the election of the Board of Directors except when otherwise provided by law.
Article VI: Board of Directors
Section 1. Numbers: a. The affairs of GFLSCI shall be exercised, conducted and controlled by a Board of Directors (“Director (s)”) consisting of no less than 21 members. With the addition of each new "Sister City" the number of Board Members shall increase automatically by one without the necessity of having to amend the bylaws.
b. At least one Director, the Chairperson of the Youth Ambassadors, shall be a high school student under the age of 19 (nineteen).
c. The Mayor of the City of Fort Lauderdale, or his/her representative, will serve as an ex-officio member of the Board of Directors without the obligation to pay dues.
Section 2. Qualifications: The Directors shall be elected from the membership of GFLSCI and must continue to be a member in good standing during the term of office. Absent good cause as determined by the Board of Directors in its sole discretion, Directors shall not miss more than one-fourth of the meetings per year. Directors must reside or work in Broward, Miami-Dade or Palm Beach Counties. The Board of Directors shall consist of the Chairman Emeritus, officers, the elected country chairs, the immediate past president and the following other positions as determined by the Directors. Exhibit 1 to these By-Laws is a list of the current authorized “other positions” as well as three at-large members.
A Director who has been terminated for non-attendance or other cause will not be eligible to run for any future office or directorship without prior Board approval.
Section 3. Compensation: The Directors shall receive no compensation or salary from GFLSCI but may receive reimbursement for expenses for special activities on behalf of GFLSCI, and such special expenses shall be approved upon vote by the Directors. A Director may receive payment for expenses for special activities on behalf of GFLSCI if the Board has approved these activities and the expenses to be incurred in advance.
Section 4. Term of Office: The Directors shall be elected for a one-year term and after one year may hold such office until their successor(s) are elected.
Section 5. Vacancies: Vacancies in the Board of Directors shall be filled from the membership by a majority vote of the remaining Directors present and such person filling the vacancy shall hold office until the expiration of the term being filled.
Section 6. Regular Meetings: Regular meetings of the Executive Committee of the Board shall be held monthly and regular meetings of the Board shall be held at least quarterly. The dates for these meeting shall be chosen by the newly elected President and Executive Committee no later than the date they take office.
Section 7. Special Meetings: A majority of members of the Board of Directors, when deemed necessary, may call a special meeting of the Board of Directors and any call for a special meeting shall be in writing, giving 10 days notice to the members of the Board of the date, time and place of the special meeting, as well as the business to be conducted. No business shall be conducted at any special meeting of the Board of Directors unless designated in the notice.
Section 8. Quorum: Thirty percent (30%) of the sitting Board of Directors present shall constitute a quorum. Voting by proxy is prohibited and only those present in person may vote.
Section 9. Powers and Duties of Directors:
a. The Directors shall have the power to conduct, manage and control the affairs and business of GFLSCI.
b. The Directors shall maintain a complete record of all business transactions, minutes and acts, and present a full statement at the regular annual meeting of the members, showing in detail the condition of the affairs of GFLSCI.
c. The Directors shall have the authority to create and fill the office and the position of executive secretary and/or executive director. Any person sought to be hired by the Executive Secretary and/or Executive Director must be approved by the Board.
Article VII: Officers
Section 1. All Officers of GFLSCI shall be elected at the Annual Meeting by the Membership from their numbers except as hereinafter provided. Officers shall be elected for one year, and after one year, may hold such office or until their successor(s) are elected.
Section 2. Officers of GFLSCI shall be the President, Vice President of Membership, Vice President of Education, Vice President of Economic Development, Recording Secretary, Parliamentarian, Treasurer and Chairman Emeritus.
Section 3. The officers shall receive no compensation or salary from GFLSCI but may receive reimbursement for expenses for special activities on behalf of GFLSCI and such special expenses shall be approved by the Directors, if the Board has approved these activities and the expenses to be incurred in advance.
Section 4. Powers and Duties of the Officers:
a. The President shall, in addition to other duties, preside at all meetings of the Board of Directors, Executive Committee, and members, shall sign all contracts and other instruments, and shall appoint as he or she deems necessary, ad hoc committees for such purposes as the President deems appropriate.
b. A Vice President, selected by the President, shall assume the duties of President in his/her absence, and assume such duties assigned from time to time by the President or Board of Directors.
c. The Secretary shall, in addition to other duties: (i) keep records and minutes of all board and membership meetings; (ii) be custodian of the corporate seal; (iii) keep the membership book showing the name of each Member and pertinent information relative to each member; and (iv) sign, where required, all corporate papers in conjunction with the President.
d. The Treasurer shall, in addition to other duties, (i) be the custodian of all funds of GFLSCI, depositing such funds in banks designated by the Directors; ii. Disburse funds only as prescribed by the Directors. The signatures of two officers shall be required on all checks issued by GFLSCI.
Article VIII: Executive Committee
Section 1. The Executive Committee shall be comprised of the Officers and one member of the Board of Directors as chosen by the Directors. The President will propose the one member chosen from the Board of Directors and the Board will vote on the appointment. The President shall serve as the chairperson of the Executive Committee. Members shall serve until their elected successors take office.
Section 2. The regular meetings of the Executive Committee shall be held monthly. The dates for these meetings shall be set by the President and the Executive Committee no later than the date they take office.
Section 3. The Executive Committee shall transact business properly coming before it and additionally, the Executive Committee shall exercise powers lawfully delegated to it by the Board.
Article IX: Committees
Section 1. Sister City Committees: There shall be a Sister City Committee for each of the sister cities. These committees shall be organized during the period following the annual election and prior to the chairperson taking office on or before July 1st of each year. Each committee shall be chaired by a chairperson elected at the annual meeting and each committee shall have the responsibility for developing at least one annual program with its sister city in furtherance of the purposes established by this Association. The President shall serve as ex-officio member of each committee. The committee chairpersons will report to the Board on a regular basis as required by the Board. In the performance of their official duties, all members of GFLSCI shall refrain from endorsing and promoting any political candidates, referendums, etc.
Section 2. Other Committees: The President shall have the power to establish ad-hoc committees as deemed necessary.
Article X: Administration
Section 1. Offices: GFLSCI shall continuously maintain an office in the City of Fort Lauderdale.
Section 2. Financial Records: Financial records of GFLSCI shall be available for inspection by any member at the next regularly scheduled Board meeting following the Board’s receipt of a written request to inspect the financial records, provided that the request is received at least ten (10) days prior to the next scheduled Board meeting. The written request shall state the purpose for which inspection is sought and identify with particularity the records requested. A treasurer’s report shall be presented at each Board meeting.
Article XI: Amendments
These bylaws may be amended at any annual meeting of the members or at a special meeting of the members called for that purpose (assuming a quorum is present), by a 2/3 vote of those present, provided that written notice of the proposed change(s) is mailed to each of the members at the address reflected on the current membership list at least 10 days prior to such meeting.
IN WITNESS WHEREOF, we have made, subscribed and acknowledged this certificate as of the 5th day of February, 2007.
__Steven P. Naimoli, President L/S______________ _______
__Nuccia McCormick, Chair Emeritus L/S____________________________
__Brenda Weidman-McGregor, Secretary L/S___________________
_______________________________________________________________
By-Laws
Exhibit 1
Greater Fort Lauderdale Sister Cities International
Other Board of Directors Positions as Determined by the Board
A current list of other Board of Directors positions authorized by the Board follows. These positions shall be filled in accordance with Article VI, Section 2 of the Greater Fort Lauderdale Sister Cities International corporate By-Laws.
1. Immediate Past President
2. Chairperson, Argentina
3. Chairperson, Australia
4. Chairperson, Brazil
5. Chairperson, Colombia
6. Chairperson, Costa Rica
7. Chairperson, Dominican Republic
8. Chairperson, Ghana
9. Chairperson, Haiti
10. Chairperson, Israel
11. Chairperson, Italy
12. Chairperson, Panama
13. Chairperson, Turkey
14. Chairperson, United Kingdom
15. Chairperson, Venezuela
16. Chairperson, Marketing & Public Relations
17. Chairperson, Community Partnerships
18. Chairperson, Cultural Affairs
19. Chairperson, Fundraising/Fund Development
20. Chairperson, Special Projects (& Asst. Recording Secretary)
21. Chairperson, Youth Ambassador
22. Chairperson, Humanitarian
23. Chairperson, Medical
24. Chairperson, Marine Industries
25. Chairperson, Strategic Planning
26. Chairperson, Technology
27. Chairperson, Environmental
28. Chairperson, Chair Coordinator
29. At Large
30. At Large
31. At Large
32. Mayor / Ex-Officio
