BYLAWS
OF
The Manatee High School Baseball
Boosters, Inc.
ARTICLE I
OFFICE
Section 1. Registered Office: The registered
office of the corporation in the State of
ARTICLE II
MEETINGS OF MEMBERS
Section 1. Annual Meetings: The annual meeting
of the Members of this corporation shall be held in the Spring
of each year at the place and on the date set by the Board of Directors.
The annual meeting of the Members for any year shall be held no later than fifteen
months after the last preceding annual meeting of the Members. Business
transacted at the annual meeting shall include the election of directors of the
corporation.
Section 2. Special Meetings: Special meetings of the Members shall be held
when directed by the President, the Board of Directors, or when requested in
writing by the holders of
not less than ten percent of all the
shares entitled to vote at the meeting. A meeting requested by Members
shall be called for a date not less than ten nor more than sixty days after the
request is made, unless the Members requesting the meeting designate a later
date. The call for the meeting shall be issued by the Secretary, unless
the President, Board of Directors, or Members requesting the meeting shall
designate another person to do so.
Section 3. Place: Meetings of Members may be held within or
without the State of
Section 4. Notice: Written notice
setting the place, day and hour of the meeting and in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be delivered
not less than ten nor more than sixty days before the meeting, either
personally or by first class mail, by or at the direction of the President, the
Secretary, or the officer of persons calling the meeting to each Member of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the
Section 5. Notice of Adjourned Meetings:
When a meeting is adjourned to another place or time, it shall not be necessary
to give any notice of the adjourned meeting if the place and time to which the
meeting is adjourned are announced at the meeting at which the adjournment is
taken, and at the adjourned meeting any business may be transacted that might
have been transacted on the original date of the meeting. If, however,
after the adjournment of the Board of Directors fixes a new record date for the
adjourned meeting, a notice of the adjourned meeting shall be given as provided
in this section to each Member of record on the new records date entitled to
vote at such meeting.
Section 6. Closing of Member Books and Fixing
Record Date: For the purpose of determining Members entitled to notice of or
to vote at any meeting of Members or any dividend, or in order to make a
determination of Members for any other purpose, the Board of Directors may
provide that the stock Member books shall be closed for a stated period but not
to exceed, in any case, sixty days. If the stock Member books shall be
closed for the purpose of determining Members entitled to notice of or to vote
at a meeting of Member, such books shall be closed for at least ten days
immediately precedent such meeting.
In lieu of
closing the stock Member books, the Board of Directors may fix in advance a
date as the record date for any determination of Members, such date in any case
to be not more than sixty days and, in case of a meeting of Member, not less
than ten days prior to the date on which the particular action requiring such
determination of Member is to be taken.
If the Membership
books are not closed and no record date is fixed for determination of Members
entitled to notice or to vote at a meeting of Member; the date on which notice
of the meeting is mailed or the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of Members. When a determination of Members
entitled to vote at any meeting of Members has been made as provided in this
section, such determination shall apply to any adjournment thereof, unless the
Board of Directors fixes a new recorded date for the adjourned meeting.
Section 7. Voting Record: The
officers or agent having charge of the Membership books for members in the
corporation shall make, at least ten days before each meeting of the Members, a
complete list of the Member entitled to vote at such meetings or any
adjournment thereof, with address of and the number and class and series, if
any, or shares held by each. The list, for a period of ten days prior to
such meeting, shall be kept on file at the registered office of the
corporation, at the principal place of business of the corporation or at the
office of the Member agent or registrar of the corporation and Member shall be
entitled to inspect the list at any time during usual business hours. The
list shall also be produced and kept open at the time an
place of the meeting and shall be subject to the inspection of any Member at
any time during the meeting.
If the
requirements of this section have not been substantially complied with, the
meeting on demand of any Member appearing in person, shall be adjourned until
the requirements are complied with. If no such demand is made failure to
comply with the requirement of this section shall not affect the validity of
any action taken at such meeting.
Section 8. Member Quorum and Voting: Twenty-Five
per cent of all members entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of Members. If a quorum is present, the
affirmative vote of the majority of the shares represented at the meeting and
entitled to vote on the subject matter shall be the act of the Members unless otherwise
provided by law. After a quorum has been established at a Members' meeting, the
subsequent withdrawal of Members, so as to reduce the number of Members
entitled to vote at the meeting below the number required for a quorum, shall
not affect the validity of any action taken at the meeting or any adjournment thereof.
Section 9. Voting of Shares: Each Member
entitled to vote in accordance with the terms and provisions of the Articles of
Incorporation and these By-Laws, shall be entitled to
one vote for each membership. Upon the demand of any Member, the vote for
directors shall be by ballot. All other requirements as to voting shall be
in accordance with the laws of the State of
Section 10. No Proxies: No Member shall
vote at by proxy, however, Members may express consent or dissent without a
meeting to actions taken at a meeting, but such consent or dissent shall not
invalidate the action taken at the meeting.
Section 11. Action by the Members without a
Meeting: Any action required by law, these by-laws, or the Articles of
Incorporation of this corporation to be taken at any annual or special meeting
of Members of the corporation, or any action which may be taken at any or
special meeting of such Members, may be taken without a meeting, without prior
notice and without a vote, if consent in writing, setting forth the action so
taken, shall be signed by the holders of not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. Within
ten days after obtaining such authorization by written consent, notice shall be
given to those Members who have not consented in writing. The notice
shall fairly summarize the material features of the authorized action and the
notice shall contain a clear statement of the right of Members dissenting therefrom.
ARTICLE III
DIRECTORS
Section 1. Function: All corporate powers shall be
exercised by or under the authority of, and the business and affairs of this
corporation shall be managed under the direction of the Board of Directors.
Section 2. Qualification: Directors must
be residents of
Section 3.
Compensation:
The Board of Directors shall serve without compensation.
Section 4. Duties of Directors: A director
shall perform the director’s duties as a director, including his duties as a
member of any committee of the board upon which he may serve, in good faith, in
a manner that the director reasonably believes to be in the best interest of the
corporation, and with such care as an ordinarily prudent person in a like
position would use under similar circumstances.
In
performing director’s duties, a director shall be entitled to rely on
information, opinions, reports or statements, including
financial statements and other financial
data, in each case prepared or presented by:
(a) one or more officers
or employees of the corporation whom the director reasonably believes to be
reliable and competent
in the matters presented,
(b) counsel, public
accountants or other persons as to matters which the director reasonably
believes to be within such person's professional or expert competence, or
(c) a committee of the
board upon which he does not serve, duly designated in accordance with a
provision of the articles of incorporation or the by-laws, as to matters within
its designated authority, which committee the director reasonably believes to merit
confidence.
A director
shall not be considered to be acting in good faith if he has knowledge
concerning the matter in question that would cause such reliance described
above to be unwarranted. A person who performs his duties in compliance with
this section shall have no liability by reason of being or having been a
director of the corporation.
Section 5. Presumption of Assent: A
director of the corporation who is present at a meeting of its directors at
which action on any corporate matter is taken shall be presumed to have assented
to the action taken unless he votes against such action or abstains from voting
in respect thereto because of an asserted conflict of interest.
Section 6. Number: This corporation shall be managed by a board of seven (7) directors.
Section 7. Election and Term:
Directors shall hold office until a successor shall have been elected and
qualified or until the earlier resignation, removal from office or death.
Directors shall be elected by the affirmative vote of not less than Two-Thirds
(2/3) of all existing directors including directors whose terms are expiring
upon the election and qualification of their successor. Directors shall serve
three year terms as follows: the terms of Seats 1 and 2, now held by the
President and Vice President shall expire on December 31, 2010; Seats 3 and 4,
now held by the Secretary and the Treasurer shall expire on December 31, 2011;
and remaining Seats 5, 6 and 7, shall expire on December 31, 2013, or until
their successors are duly elected and qualified, whichever last shall
occur.
Section 8. Vacancies: Any vacancy
occurring in the board of directors, including any vacancy created by reason of
an increase in the number of directors, may be filled by the affirmative vote
of not less than Two-Thirds (2/3) of all existing directors including directors
whose terms are expiring upon the election and qualification of their
successor. A director elected to fill a vacancy shall hold office until
the expiration of the term of the vacant seat to which the
are elected.
Section 9. Removal of Directors: At a
meeting of Members called
expressly for that purpose, any director or the entire Board of Directors may
be removed, with or without cause, by a vote of not less than Two-Thirds (2/3)
of all directors, including the director removed.
Section 10. Quorum and Voting: A
majority of the number of directors fixed by these by-laws shall constitute a
quorum for the transaction of business. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.
Section 11. Executive and Other Committees:
The Directors, by resolution adopted by a majority of the full Board of Directors,
may designate from among its members, an executive committee and other committees,
and each such committee shall serve at the pleasure of the Board with the
authority contained in the Florida Statutes. The Board, by resolution,
may designate one or more directors as alternate member of any such committee,
who may act in the place and stead of any absent member or members at any
meeting of such committee.
Section 12. Regular Meeting: A regular
meeting of the Directors shall be held without other notice than this by-law, immediately
after and at the same place as the annual meeting of the Members.
Section 13. Special Meeting: Special
Meetings of the Directors may be called by the President or by any two
directors. The person or persons authorized to call special meetings of
the directors may fix the place for holding any special meeting of the directors
called by them. Members of the Board of Directors may participate in a
meeting of such board by means of conference telephone or similar
communications equipment by means of which 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.
Section 14. Notice: Written notice at
the time and place of Special Meetings of Directors shall be given to each
director either by personal delivery or by mail, telegram or cablegram at least
two days before the meeting. Notice need not be give to any directors who
signs a waiver of notice either before or after the meeting. Attendance
of a director at a meeting shall constitute a waiver of notice of such meeting
and waiver of any and all objections to the place of the meeting, any objection
in the transaction of business because the meeting is not lawfully called or
convened. The business to be transacted at or the purpose of any special
meeting of the directors shall be specified in the written waiver of notice.
Section 15. Action without a Meeting:
Any action required to be taken at a meeting of the directors of a corporation,
or any action which may be taken at a meeting of the directors or a committee
thereof, may be taken without a meeting if a consent in writing, setting forth
the action so to be taken, signed by all of the directors, or all the members
of the committee, as the case may be, is filed in the minutes of the proceedings
of the board or of the committee. Such consent shall have the same effect
as an unanimous vote.
ARTICLE IV
OFFICERS
Section 1. Officers: The officers of
this corporation shall consist of a president, secretary and treasurer, each of
whom shall be elected by the Board of Directors. Such other officers and
assistant officers and agents as may deemed necessary
may be elected or appointed by the Board of Directors from time to time. Any
two or more offices may be held by the same person. The directors shall
elect officers of the corporation annually at the meeting of the directors held
after each annual meeting of the Members. Each officer shall hold office
until his successor shall have been duly elected and shall have qualified or
until his death, resignation, or until he shall have been removed in the manner
provided herein.
Section 2. Duties of Officers: the
Officers of this corporation shall have the following duties:
THE
PRESIDENT shall be the chief executive officer of the corporation, shall have
general and active management of the business and affairs of the corporation
subject to the directions of the Board of Directors, and shall preside at all
meetings of the Members and Board of Directors.
THE
SECRETARY shall have custody of, and maintain all of the corporate records
except the financial records; shall record the minutes of all meetings of the Members
and Board of Directors, send all notices of meetings out, and perform such other
duties as may be prescribed by the Board of Directors or the President.
THE
TREASURER shall have custody of the corporate funds and financial records,
shall keep full and accurate accounts of receipts and disbursements and render
accounts thereof at the annual meetings of the Members and whenever else
required by the Board of Directors or the President, and shall perform such other
duties as may be prescribed by the Board of Directors or the President.
Section 3. Removal: Any officer or
agent elected or appointed by the Directors whenever in their judgment the best
interest of the corporation would be served thereby, but such removal shall be
without prejudice to the contract rights, if any of the persons so removed.
ARTICLE V
MEMBERHIIP CERTIFICATES
Section 1.
Issuance:
Every holder of shares in this corporation shall be entitled to have a
certificate, representing membership
Section 2. Form: Certificates representing membership in this corporation
shall be signed by the President and Secretary or by such other officers
authorized by the Directors under the laws of the State of Florida, and may be
sealed with the seal of the corporation or a facsimile thereof. All
certificates shall be consecutively numbered or otherwise identified. All
certificates representing membership shall state upon the face thereof:
The name of the corporation; that the corporation is organized under the laws
of this State; the name of the person or persons to who
issued.
Section 3. Expiration of Memberships:
Memberships shall expire immediately and automatically upon the convening of
the first membership meet of each calendar year.
ARTICLE VI
BOOKS AND RECORDS
The
corporation shall keep correct and complete books and records of account and
shall keep minutes of the proceedings of its Members, directors and committees
of directors upon the terms and conditions provided by law.
ARTICLE VII
NO DIVIDENDS
No
dividends shall accrue or be paid.
ARTICLE VIII
FISCAL YEAR
The fiscal
year of the corporation shall begin on the first day of in each calendar year.
ARTICLE IX
CORPORATE SEAL
The
directors shall provide a corporate seal which shall be circular in form and
shall have inscribed thereon the name of the corporation, state of
incorporation, year of incorporation and the words, "corporate seal."
ARTICLE X
AMENDMENT
These
by-laws may be repealed or amended, and new by-laws adopted by either the
Directors or the Members, but the Directors may not amend or repeal any by-laws
adopted by the Members if the Members specifically provide such by-law is not subject
to amendment or repeal by the directors.
In witness whereof, we have hereunto subscribed our names this _____ day of October, 2005.
___________________________________ ____________________________
Danny Eugene Molter Bruce
Braithwaite
5306
Manatee Avenue
___________________________________ ____________________________
David Paul Montgomery, Sr., Esquire David Paul Montgomery, Jr.
2103
Manatee Avenue