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 BYLAWS OF 

SACRED VEDIC ARTS, INC.

ARTICLE 1 

OFFICES 

SECTION 1. PRINCIPAL OFFICE

The principal office of the corporation for the transaction of its business is located at 1710 N. 40th Street Hollywood, Fl 33021. 

SECTION 2. CHANGE OF ADDRESS 

The county of the corporation’s principal office can be changed only by amendment of these Bylaws and not otherwise. The Board of Directors may, however, change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws:

 _________________ Dated;__________ , 20 __ 

_________________ Dated:__________ , 20 __ 

_________________ Dated:__________ , 20 __

_________________ Dated:__________ , 20 __ 

_________________ Dated:__________ , 20 __ 

 

SECTION 3. OTHER OFFICES 

The corporation may also have offices at such other places, within or without the State of Florida, where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, designate.

 

ARTICLE 2 

NAME AND PURPOSES

SECTION 1. NAME

The name of the organization is SACRED VEDIC ARTS, INC. It is a nonprofit corporation incorporated under the laws of the State of Florida, with the intention of seeking 501(c)3 status. 

 

 

SECTION 2. PURPOSES

This corporation is organized exclusively for charitable purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

The purpose of this corporation is for the Education, Personal and Spiritual Development of local and global communities.

Our purpose is to provide a cultural center and museum complex that links this world with the divine, through the presentation, teaching, and practicing of the Vedic arts­­ originating from sacred India. Our aim is to create an atmosphere that inspires persons to live a life filled with purest love as taught in the Vedic literature, such as Bhagavad Gītā and Bhāgavata Purāṇa.

Our ambition is to facilitate the mission of our spiritual preceptors. Following in their footsteps, we share ancient transcendental knowledge with society at large, in order to educate all people in the techniques of spiritual life, without any consideration of  race, social status, gender, etc., and to check the imbalance of values in the world for achieving real unity and peace.

The specific purposes are: 

1. To endeavor to uphold a God-centric worldview through acting for the benefit of and considering the interests, needs, and challenges of individuals and the society at large, regardless of social status, religion, nationality, race, sex, or any other material qualification 

3. To facilitate programs and initiatives that focus on: a. uniting communities and strengthening societies through the protection of the oppressed, the poor, the weak, the innocent, women, children, the elderly, and the animals b. Supporting dharmic businesses and leadership development  worldwide. 

4. To invest in, propagate, and otherwise support worldwide projects that strive to raise human consciousness, spread kind care, and create a human society that fosters uniqueness, acceptance, and peacefulness through arts, science & technology, nature preservation, etc., etc. 

5. To support projects that allow people to come together in a unified effort to better themselves and the society at large through such projects as community schools, temples, aging centers, and other preservation centers

6. To support, print, publish, and otherwise be involved in spreading knowledge of dharmic, God-centered science through online media, books, periodicals, vlogs, blogs, magazines and other writings

 

ARTICLE 3 

DIRECTORS 

SECTION 1. NUMBER 

The corporation shall have at least three directors,  the total number of voting directors must always equal an odd number,  and collectively they shall be known as the Board of Directors. The number may be changed by amendment of this Bylaw, or by a repeal of this Bylaw and adoption of a new Bylaw, as provided by these Bylaws. The board limits voting privileges of  married/unmarried couples  serving simultaneously on the board to one vote. 

SECTION 2. POWERS 

Subject to the provisions of the Florida Statutes and any limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities, and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. 

SECTION 3. DUTIES 

It shall be the duty of the directors to: 

(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws; 

(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all the officers, agents and employees of the corporation.

(c) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly; 

(d) Meet at such times and places as required by these Bylaws; 

(e) Register their addresses with the Secretary of the corporation and notices of meetings mailed or electronically sent to them at such addresses shall be valid notices thereof. 

 

 

SECTION 4. TERMS OF OFFICE 

Each director shall hold office for at least a year and for a maximum of five years, the term can be extended for someone to serve beyond this limit on a year-by-year basis if approved by the Board. Each board member shall be ratified with a majority vote during the next annual meeting for the election of the Board of Directors as specified in these Bylaws, and until his or her successor is qualified and elected. 

SECTION 5. COMPENSATION 

Directors shall serve without compensation. They shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. 

SECTION 6. PLACE OF MEETINGS 

Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board or at such place within or without the State of Florida which has been designated from time to time by resolution of the Board of Directors. In the absence of such designation, any physical or virtual meeting not held at the principal office of the corporation shall be valid only if held on the written consent of all directors given either before or after the meeting and filed with the Secretary of the corporation or after all Board members have been given written notice of the meeting as held by conference telephone or similar communications equipment, so long as all directors participating in such meeting can hear one another.

SECTION 7. REGULAR AND ANNUAL MEETINGS 

Regular meetings of Directors shall be held as required to effectively conduct the business of the corporation. If this corporation makes no provision for members, then, at the annual meeting of directors held annually in October, directors shall be elected by the Board of Directors in accordance with this section. Cumulative voting by directors for the election of directors shall not be permitted. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. Each director shall cast one vote, with voting being by ballot only. 

SECTION 8. SPECIAL MEETINGS 

Special meetings of the Board of Directors may be called by the President, Vice President, the Secretary, or by any two directors, and such meetings shall be held at the place, within or without the State of Florida, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the corporation. 

SECTION 9. NOTICE OF MEETINGS 

Regular meetings of the Board may be held without notice. Special meetings of the Board shall be held upon four (4) days’ notice by first class mail or forty-eight (48) hours’ notice delivered personally or by telephone or by fax or by e-mail. If sent by mail, the notice shall be deemed delivered on its deposit in the mails. Such notices shall be addressed to each director at his or her address as shown on the books of the corporation. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place of the adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meetings to directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.

SECTION 10. CONTENTS OF NOTICE 

Notice of meetings not herein dispensed with shall specify the place, day and hour of the meeting. The purpose of any Board meeting need not be specified in the notice. 

SECTION 11. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS 

The transactions of any meeting of the Board, however, called and notice or wherever held, are as valid as though the meeting had been duly held after the proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each director not present signs a waiver, a consent to holding the meeting, or approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

SECTION 12. QUORUM FOR MEETINGS 

A quorum shall consist of a majority of active Directors. Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the Board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Vice president shall entertain at such meeting is a motion to adjourn. However, a majority of the directors present at such meetings may adjourn from time to time until the time fixed for the next regular meeting of the Board. When a meeting is adjourned for lack of quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 9 of this Article. The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation. 

SECTION 13. MAJORITY ACTION AS BOARD ACTION 

Every act or decision done or made by a majority of the directors present at the meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this corporation, or provisions of the Florida Statutes, require a greater percentage or different voting rules for approval of a matter by the Board. 

SECTION 14. CONDUCT OF MEETINGS 

Meetings of the Board of Directors shall be presided over by the President of the Board, or, if no such person has been so designated or, in his or her absence, the Vice President of the corporation, or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the Board, provided that in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting. Meetings shall be governed by the rules established by the Directors, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with provisions of law. 

 

SECTION 15. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING 

Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of the directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this corporation authorize the directors to so act, and such statement shall be prima facie evidence of such authority. 

SECTION 16. VACANCIES 

Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased. 

The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or has been removed from office by order of a court of law for engaging in fraudulent acts. 

If this corporation has any members, directors may be removed without cause if such removal is approved by the members. 

Any director may resign effective upon giving written notice to the President of the Board, the Vice President, the Secretary or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs. 

Except for a vacancy created by the removal of a director by its members, if any, of this corporation, vacancies on the Board may be filled by approval of the Board or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at the meeting held pursuant to notice or waiver of notice complying with this Article of these Bylaws, 6 or (3) a sole remaining director. The members, if any, of this corporation may elect a director at any time to fill any vacancy not filled by the directors. 

A person elected to fill a vacancy as provided by this section shall hold office until the next annual election of the Board of Directors or until his or her death, resignation or removal from office.

SECTION 17. NON-LIABILITY OF DIRECTORS 

The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation. 

SECTION 18. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS 

To the extent that a person who is, or was, a director, officer, employee or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding. If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with the applicable laws. 

 

 

SECTION 19. INSURANCE FOR CORPORATE AGENTS 

The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or agent of the corporation) against any liability other than for violating provisions of law relating to self dealing asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of law. 

 

ARTICLE 4 

OFFICERS 

SECTION 1. NUMBER OF OFFICERS

 

The officers of the corporation shall be a President, Vice President, a Secretary, and a Treasurer. The corporation may also have, as determined by the Board of Directors,  one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the President or Vice President of the Board. 

SECTION 2. QUALIFICATION, ELECTION AND TERM OF OFFICE 

Any person may serve as an officer of this corporation. Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. 

SECTION 3. SUBORDINATE OFFICES 

The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors. 

SECTION 4. REMOVAL AND RESIGNATION 

Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this section shall be superseded by any conflicting terms of a contract that has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation. 

SECTION 5. VACANCIES 

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board may or may not be filled as the Board shall determine. 

SECTION 6. DUTIES OF THE PRESIDENT

The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, he or she shall preside at all meetings of the Board of Directors.

 

If applicable, the President shall preside at all meetings of the members. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks or other instruments which may from time to time be authorized by the Board of Directors.

 

SECTION 7. DUTIES OF VICE PRESIDENT

In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President  shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors. 

SECTION 8. DUTIES OF SECRETARY 

The Secretary shall: Certify and keep at the principal office of the corporation the original, or copy of these Bylaws as amended or otherwise altered to date. 

Keep at the principal office of the corporation or at such other place as the Board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how a notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof. 

See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. 

Be custodian of the records and of the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or these Bylaws. 

Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefore, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation. 

In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. 

 

SECTION 9. DUTIES OF TREASURER 

 

Subject to the provisions of these Bylaws relating to the “Execution of Instruments, Deposits and Funds,” the Treasurer shall: 

Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever. 

Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements. 

Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. 

Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request thereof. 

Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation. 

Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. 

In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. 

 

 

ARTICLE 5 

COMMITTEES

SECTION 1. EXECUTIVE COMMITTEE 

The Board of Directors may, by a majority vote of directors, designate two (2) or more of its members (who may also be serving as officers of this corporation) to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the Board in the management of the business and affairs of the corporation, except with respect to: 

(a) The approval of any action which, under law or provisions of these Bylaws, requires the approval of the members or of a majority of all the members. 

(b) The filling of vacancies on the Board or any committee which has the authority of the Board. 

(c) The fixing of compensation of the directors for serving on the Board or on any committee. 

(d) The amendment or repeal of Bylaws or the adoption of new Bylaws. 

(e) The amendment or repeal or any resolution of the Board which by its express terms is not so amendable or repealable. 

(f) The appointment of committees of the Board or the members thereof. By a majority vote of its members then in office, the Board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two 

(2) the number of its members, and fill vacancies therein from the members of the Board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require. 

SECTION 2. OTHER COMMITTEES

 

The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other Committees may consist of persons who are not also members of the Board. These additional committees shall act in an advisory capacity only to the Board and shall be clearly titled as “advisory” committees. 

SECTION 3. MEETINGS AND ACTION OF COMMITTEES 

Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in context of such Bylaws provisions are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the Committee. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws. 

ARTICLE 6 

EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

SECTION 1. EXECUTION OF INSTRUMENTS 

The Board of Directors, except as otherwise provided by these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount. 

SECTION 2. CHECKS AND NOTES 

Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer, or whoever else is authorized to sign by the Board of Directors. 

 

 

SECTION 3. DEPOSITS 

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select. 

SECTION 4. GIFTS 

The Board of Directors may accept on behalf of the corporation any contribution, gift, gift annuity, pooled income fund investment, bequest, or devise for the religious, cultural, or educational purposes of this corporation.

ARTICLE 7 

CORPORATE RECORDS AND  REPORTS 

SECTION 1. MAINTENANCE OF CORPORATE RECORDS 

The corporation shall keep at its principal office in the State of Florida: (a) Minutes of all meetings of directors, committees of the Board and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof; (b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses; (c) A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours. 

 

SECTION 2. DIRECTORS’ INSPECTION RIGHTS 

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation. 

SECTION 3. RIGHT TO COPY AND MAKE EXTRACTS 

Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts. 

 

 

ARTICLE 8 

FISCAL YEAR SECTION 

1. FISCAL YEAR OF THE CORPORATION 

The fiscal year of the corporation shall begin on the First of January and end on the 31st of December in each year. 

 

 

 

ARTICLE 9 

AMENDMENT OF BYLAWS SECTION 

1. AMENDMENT 

Subject to any provision of law applicable to the amendment of Bylaws of non-profit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted as follows: (a) By approval of the majority of the Board of Directors. 

ARTICLE 10 

AMENDMENT OF ARTICLES

 

SECTION 1. AMENDMENT OF ARTICLES 

An amendment of the Articles of Incorporation may be adopted by approval of the Board of Directors. 

SECTION 2. CERTAIN AMENDMENTS 

Notwithstanding the above Sections of this Article, this corporation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation of the names and addresses of its initial agent, except to correct an error in such statement or to delete such statement after the corporation has filed its annual statement of corporate officers according to state law. 

 

ARTICLE 11 

PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS 

SECTION 1. PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS 

No director, officer, employee or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the corporation in effecting any of its religious, cultural, or educational purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on the dissolution of the corporation. 

 

 

ARTICLE 12 

MEMBERS 

SECTION 1. DETERMINATION OF MEMBERS 

If this corporation makes no provision for members, then, pursuant to the Florida Statutes, any action which would otherwise, under law or the provisions of the Articles of Incorporation or Bylaws of this corporation, require approval by a majority of all members or approval by the members, shall only require the approval of the Board of Directors.

 

ARTICLE 12 

CONFLICT OF INTEREST 

SECTION 1. PURPOSE 

The purpose of the conflict of interest policy is to protect the Corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable Florida and federal laws governing conflict of interest applicable to charitable and religious organizations. 

SECTION 2. DEFINITIONS 

Unless otherwise defined, the terms used herein have the following meanings: 

a) Interested Person: Any director, principal officer, or member of a committee with governing Board delegated powers, which has a direct or indirect financial interest, as defined below, is an interested person. 

b) Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: 

(1) An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement; 

(2) A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement; or 

(3) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement. 

c) Highest Compensated Employee: Any employee of the Corporation, whose total compensation would require the employee to be listed in Part I of Schedule A of IRS Form 990, or in response to an equivalent question on any successor exempt organization annual return. 

d) Highest Compensated Independent Contractor: Any independent contractor engaged by the Corporation, whose total compensation would require the contractor to be listed in Part II of Schedule A of IRS Form 990, or in response to an equivalent question on any successor exempt organization annual return.  

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists. 

SECTION 3. PROCEDURES 

a) Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. 

b) Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. 

c) Procedures for Addressing the Conflict of Interest: 

1. An interested person may make a presentation at the governing board meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. 

2. The vice president of the governing board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. 

3. After exercising due diligence, the governing board shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. 

4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. 

d) Violations of the Conflicts of Interest Policy: 

1. If the governing board has reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, it shall inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose. 

2. If, after hearing the interested person’s response and after making further investigation as warranted by the circumstances, the governing board determines that the interested person has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. 

SECTION 4.RECORDS OF PROCEEDINGS 

The minutes of the governing board and all committees with board delegated powers shall contain: a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed. b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. 

SECTION 5. COMPENSATION 

a) A voting member of the governing board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation. 

b) A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation. 

c) No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation. 

d) No director, officer, Highest Compensated Employee or Highest Compensated Independent Contractor may receive compensation, directly or indirectly, from the Corporation unless such compensation is first determined by the disinterested directors to be just and reasonable to the Corporation.  

 

SECTION 6. ANNUAL STATEMENTS 

Each director, principal officer and member of a committee with Board-delegated powers shall annually sign a statement which affirms such person: 

a) Has received a copy of the conflict of interest policy; 

b) Has read and understands the policy; 

c) Has agreed to comply with the policy; and 

d) Understands the Corporation is religious and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax exempt purposes. 

SECTION 7. PERIODIC REVIEWS 

To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. 

The periodic reviews shall, at a minimum, include the following subjects: 

a) Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining. 

b) Whether partnerships, joint ventures, and arrangements with management corporations conform to the Corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction. 

SECTION 8. USE OF OUTSIDE EXPERTS 

When conducting the periodic reviews as provided for in section VII, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

 

CERTIFICATE This is to certify that the foregoing is a true and correct copy of the Bylaws of the corporation named in the title thereto and that such Bylaws were duly adopted by the Board of Directors of said corporation. 

Dated: Oct 9, 2022