By Laws

INTRODUCTION

These bylaws constitute the code of rules adopted by Soeurs de Saint-Joseph de Cluny Alumni Association, Inc. for the regulation and management of its affairs.

MEMBERSHIP

The Corporation shall have no “members”.

DIRECTORS

Definition of Board of Directors: The Board of Directors is that group of persons vested with the management of the business and affairs of this Corporation subject to the law, the Articles of Incorporation, and these bylaws.

Qualifications:  Directorships shall not be denied to any person on the basis of race, creed, sex, religion, or national origin.

Number of Directors: The Board of Directors shall consist of three (3) or more natural persons. The number of directors shall be determined from time to time by Resolution of the Board of Directors.

Names and Address of Initial Board of Directors: The names and addresses of the initial Board of Directors are as follows:

     NAME                                                                      ADDRESS

Juslene Poincy                                        7551 Pointview Circle, Orlando, FL 32836

Gessie Petit-Frere                                   7551 Pointview Circle, Orlando, FL 32836

Fabiola Ferdinand                                   7551 Pointview Circle, Orlando, FL 32836

Elizabeth Jacques Chery                        7551 Pointview Circle, Orlando, FL 32836

Terms and Election of Directors: The Directors shall serve indefinite terms until they resign or are removed in accordance with the provisions of these bylaws.

Resignations: Any Director can resign at any time by delivering a written resignation to the Secretary of the Corporation. Resignations of Directors shall become effective immediately or on the date specified therein and vacancies will be deemed to exist as of such effective date.

Removal: Any director may be removed at any time (with or without cause) by a vote of 2/3rds of the total number incumbent directors (not counting vacancies) at a meeting of the Board of Directors properly called in accordance with the terms of these bylaws.  Directors may be removed by a majority vote of the Board of Directors at a property called meeting with a quorum attendance when he or she misses three consecutive regular meetings.

Vacancies: Vacancies can be created by resignations, removals, or an increase in the size of the Board of Directors.  Vacancies on the Board of Directors can only be filled by a majority vote of the remaining Directors, though less than a quorum.

Place of Director's Meetings: Meetings of the board of directors, regular or special, will be held at the primary place of business for this Corporation or at any other place within or without the State of Florida as provided or such place or places as the board of directors may designate by resolution duly adopted.

Meetings: Meetings of the Board of Directors may be called by:

            A. the Board of Directors

            B. the Secretary upon the written request of a majority of directors

Notice of Board Meetings: Notice of all board meetings shall be given to each board member no less than two (2) days nor more than ten (10) days prior to the meeting. 

Waiver of Notice: Attendance by a Director at any meeting of the Board of Directors will constitute a waiver of notice of such meeting except where such Director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of business because the meeting is not lawfully called or convened.

Quorum:  A majority of the incumbent directors (not counting vacancies) shall constitute a Quorum for the conduct of business.  At Board meetings where a quorum is present, a majority vote of the Directors attending shall constitute an act of the Board unless a greater number is required by the Articles of Incorporation or any provision of these bylaws. 

Self Dealing: No director shall use confidential information gained by reason of being a member of the board of directors for personal gain to the detriment of the corporation. 

OFFICERS

Roster of Officers:  The officers of the Corporation shall consist of a President, a Vice-President, a Secretary and a Treasurer, each of whom shall be elected by a majority of the Board of Directors.  Such other officers, assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors from time to time.  Any two (2) or more offices may be held by the same person.  A failure to elect a President, a Vice-President, a Secretary or a Treasurer, or the election of a single person to assume the duties of more than one officer, shall not affect the existence of the Corporation.

Selection and Removal of Officers: All officers shall serve indefinite terms.  As a general rule the Board of Directors shall review its officers once a year for the purpose of considering whether or not to keep or replace them (but this review, however, is not mandatory). An officer shall remain in office until his or her successor has been selected.   

Secretary:  The Secretary will keep minutes of all meetings of the Board of Directors, will be the custodian of the corporate records, will give all notices as are required by law or these bylaws, and generally, will perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these bylaws.

Removal of Officers: Any officer elected or appointed to office may be removed by the Board of Directors whenever in their judgment the best interests of this Corporation will be served.   Such removal, however, will be without prejudice to any contract rights of the Officer that has been removed. 

Vacancies:  A vacancy in any office because of resignation, removal, death or otherwise, may be filled by the Board of Directors for the unexpired portion of the term by majority vote of the Board.

INFORMAL ACTION

Waiver of Notice: Whenever any notice whatever is required to be given under the provisions of the law, the Articles of Incorporation, or these bylaws, a waiver of such notice in writing signed by the person or persons entitled to notice, whether before or after the time stated in such waiver, will be deemed equivalent to the giving of such notice.  Such waiver must, in the case of a special meeting of members, specify the general nature of the business to be transacted.

Action by Consent:  Any action required by law or under the Articles of Incorporation or by these bylaws, or any action which otherwise may be taken at a meeting of either the members or board of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the persons entitled to vote with respect to the subject matter of such consent, or all directors in office, and filed with the secretary of the Corporation.

OPERATIONS

Inspection of Books and Records: All books and records of this Corporation may be inspected by any Director for any purpose at any reasonable time on written demand.

Loans to Management: This Corporation will make no loans to any of its Directors or Officers.

Execution of Documents: Except as otherwise provided by law, checks, drafts, and orders for the payment of money of this Corporation shall be signed by at least two persons who have previously been designated by a Resolution of the board of directors. Contracts, promissory notes, leases, or other instruments executed in the name of and on behalf of the Corporation shall be signed by one or more person who have been authorized and directed to do so by the board of directors. No contract shall be valid unless it is authorized or ratified by a properly adopted Resolution of the board of directors.

AMENDMENTS

The Board of Directors may adopt Articles of Amendment (amending the Articles of Incorporation).  Articles of Amendment must be adopted in accordance with Florida Law.   The bylaws may be amended at anytime by a vote of the majority of directors at a meeting where a quorum is present.

COMMITTEES

The Board of Directors may create such committees as may be necessary from time to time to study and make recommendations to the Board of Directors on any matters.  Committee members shall be deemed present at meetings of any committee if a conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other, is used.

Except as otherwise required by statute, by the Articles of Incorporation or by these Bylaws, the affirmative vote of a majority of the committee members present at a meeting of any committee at which a quorum is present, shall be the act of such committee.  The failure to appoint a committee, or a committee's failure to meet, shall not in any manner affect the validity of any of the Corporation's actions or its existence. 

INDEMNIFICATION

Any person (and the heirs, executors and administrators of such person) made or threatened to be made a party to any action, suit of proceeding by reason of the fact that he is or was a Director or Officer of the Corporation shall be indemnified by the Corporation against any and all liability and the reasonable expenses, including attorney's fees and disbursements, incurred by him (or by his heirs, executors or administrators) in connection with the defense or settlement of such action, suit or proceeding, or in connection with any appearance therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Director or Officer is liable for negligence or misconduct in the performance of his duties.  Such right of indemnification shall not be deemed exclusive of any other rights to which such Director or Office (or such heirs, executors of administrators) may be entitled apart from this Article.

DISTRIBUTION OF SURPLUS ON LIQUIDATION

 Upon the dissolution of the Corporation, all remaining assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed by the Court of Common Pleas of the county in which the organization is then located, exclusively for such purposes, or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

BOOKS, RECORDS AND REPORTS

The Corporation shall keep and maintain complete books and records of accounts and shall keep minutes of the proceedings of its Board of Directors and committees.  The Corporation shall also keep at its registered office a list of its members, including the names and addresses of all such members.

The Corporation shall file with the Department of State of the State of Florida, on or after January 1, and on or before July 1 of each year, a report on such forms and containing such information as the Department of State may prescribe as well as all federal and state tax returns and information statements if, when and as due.

ALL OTHER MATTERS

Any matter not covered by these bylaws shall be governed by the Florida Not‑for‑Profit Corporation laws as such laws shall now or hereafter exist.