BYLAWS OF INDIVISIBLE SOUTH FLORIDA

ARTICLE I — NAME AND PURPOSE

Section 1 — Name: The name of the organization shall be Indivisible South Florida. It shall be a nonprofit organization incorporated under the laws of the State of Florida.

Section 2 — Purpose: Indivisible South Florida is organized exclusively for civic action and education purposes effecting and affecting concerned citizens of South Florida.

The purpose of this incorporation is:

· to support and conduct activities to increase public awareness of Federal and State policies that adversely affect our citizens;

· to work towards voter registration and issue involvement;

· to support and empower common issues on a local level.

ARTICLE II — MEMBERSHIP

Section 1 — Eligibility for membership: Application for voting membership shall be open to any current resident of the South Florida region that supports the purpose statement in Article I, Section 2. Membership is granted after completion of the membership requirements set forth by the Executive Board.

Section 1.1 — Membership revocation: Members may be removed for cause including, but not limited to, non-performance of duties or responsibilities, or engaging in intimidation, harassment, malfeasance, misfeasance, neglect of duty, incompetence, permanent inability to perform official duties, and/or conviction of a felony involving moral turpitude. Revocation requires a majority vote of the Executive Committee.

Section 2 — Annual dues: The amount required for annual dues shall be $0 each year, unless changed by a majority vote of the members at a monthly meeting of the full membership. Continued membership is contingent upon being up-to-date on membership dues, only if required.

Section 3 — Rights of members: Each member shall be eligible to one vote or to appoint one voting representative to cast that member’s vote in absentia during any elections during a General Meeting.

Section 4 — Resignation and termination: Any member may resign by informing any Executive Committee member, who will immediately advise the Secretary.

Section 5 — Non-voting membership: The Executive Committee shall have the authority to establish and define non-voting categories of membership and any associations to other groups or clubs.

ARTICLE III — MEETINGS OF MEMBERS

Section 1 — Regular meetings: Regular meetings of the members shall be held monthly, at a time and place designated by the Co-Chairs. Location shall be announced no sooner than forty-eight (48) hours prior to the meeting. These regular meetings will elect Executive Officers to serve one (1) year terms, beginning February 1 and ending on January 31 the following year. Reports on activities and Committee reports will be given at these meetings. An agenda will be provided no later than forty-eight hours prior to the meeting to all members in good standing.

Section 2 — Executive Committee: Regular meetings of the Executive Committee shall take place with the specific date, time and location designated by the Co-Chairs.

Section 3 — Special meetings: Special meetings may be called by the Co-Chairs or the Executive Committee with a simple majority vote. A petition signed by thirty-five percent of voting members may also call a special meeting.

Section 4 — Notice of meetings: Meeting notices will be emailed to all members in good standing, complete with all location information and agenda, no later than forty-eight (48) hours prior to the meeting by the Secretary.

Section 5 — Quorum: The members present at any properly announced General meeting shall constitute a quorum.

Section 6 — Voting: All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.

ARTICLE IV — EXECUTIVE COMMITTEE

Section 1 — Executive Committee role, size, and compensation: The Executive Committee is responsible for overall policy and direction of the Group, and delegates responsibility of day-to-day operations to the Staff and Committees / Sub Committees. The Executive Committee consists of Co-Chairs, Vice-Chair, Secretary, Treasurer and all Committee Chairs and receives no compensation.

Section 2 — Terms: All Executive Committee members shall serve one-year terms, but are eligible for re-election with no term limits.

Section 3 — Meetings and notice: The Executive Committee shall meet a minimum of twice monthly, at an agreed upon time and place. This meeting may be in person, via conference call, via video conference or via email. An official Executive Committee meeting requires that each Executive Committee member have notice at least twelve (12) hours in advance. A quorum will constitute 40% of Executive Committee members currently serving the group for the meeting.

Section 4 — Executive Committee elections: New and currently elected Executive Committee members (Co-Chairs, Vice-Chair, Secretary, Treasurer) shall be elected or re-elected by the voting representatives of members at General Membership meeting prior to February 1 of each year. These five (5) specific Executive Committee members will be elected by a simple majority of voting eligible members present at this meeting. All Committees and Committee Chairs will be chosen exclusively by the Co-Chairs, and Sub-Committee Chairs will be chosen exclusively by the Committee Chairs.

Section 5 — Election procedures: An Executive Committee Development Committee shall be responsible for nominating a slate of prospective Executive Committee members. In addition, any member may nominate a candidate to the slate of nominees.

Section 6 — Quorum: A quorum must be attended by at least forty percent of Executive Committee members for any business transactions to take place and any motions to pass.

Section 7 — Officers and Duties: There shall be five (5) officers of the Executive Committee, consisting of two (2) Co-Chairs, Vice-Chair, Secretary and Treasurer. Their duties are as follows:

The Co-Chairs shall convene regularly scheduled Executive Committee meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-chair, secretary, treasurer.  Co-Chairs are ex-officio members of every Committee / Sub-Committee and are non-voting members of each Committee / Sub-Committee.

The Vice-Chair shall chair Committees on special subjects as designated by the Executive Committee. The Vice-Chair is an ex-officio member of every Committee / Sub-Committee and is a non-voting member of that Committee / Sub-Committee.

The Secretary shall be responsible for keeping records of Executive Committee actions, including overseeing the taking of minutes at all Executive Committee meetings and General Membership meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Executive Committee member, and assuring that corporate records are maintained. The Secretary shall make a report at each General membership meeting. The Secretary will keep the official rolls of the group and make that list available to any officer requesting the list. The Secretary will be Co-Chair of the Membership Committee.

The Treasurer shall make a report at each General membership or Executive Committee meeting. The Treasurer shall serve as Co-Chair of the Finance Committee, shall assist in the preparation of the budget, shall help develop fundraising plans, and shall make financial information available to eligible members and the public.

Section 8 — Vacancies: When a vacancy of an Officer on the Executive Committee exists mid-term, the Secretary must receive nominations for new members from present Executive Board members two (2) weeks in advance of an Executive Committee meeting. These nominations shall be sent out to Executive Committee members with the regular Executive Committee meeting announcement, to be voted upon at the next Executive Committee meeting. These vacancies will be filled only to the end of the particular Executive Committee member's term.

Section 9 — Resignation, termination, and absences: Resignation from the Executive Committee must be conveyed by the member and received by the Secretary. An Executive Committee member shall be terminated from the Executive Committee due to excess absences, determined to be more than five (5) unexcused absences from Executive Committee meetings in a year. An Executive Committee member may be removed for other reasons by a three-fourths vote of the remaining Executive Committee.

Section 10 — Special meetings: Special meetings of the Executive Committee shall be called upon the request of the Co-Chairs, or one-third of the Executive Committee. Notices of special meetings shall be sent out by the Secretary to each Executive Committee member at forty-eight (48) hours in advance.

ARTICLE V — COMMITTEES

Section 1 — Committee formation: The Executive Committee may create Committees as needed, such as Fundraising, Legislative Affairs, Media, Membership, etc. All Committee Chairs will be appointed by the Co-Chairs.

Section 2 — Executive Committee: The five (5) elected officers and each Committee Chair shall serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation, the Executive Committee shall have all the powers and authority in the intervals between meetings.

Section 3 — Finance Committee: The Treasurer is the Co-Chairman of the Finance Committee. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other Executive Committee members. The Executive Committee must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the Executive Committee. Any expenditure over $100 or any expenditures of $300 per week must be co-signed by both the Treasurer and either a Co-Chair or Vice-Chair. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Executive Committee showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, Executive Committee, and the public.
 

ARTICLE VI — AMENDMENTS

Section 1 — Amendments: These bylaws may be amended when necessary by two-thirds majority of the Executive Committee. Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements.

 

CERTIFICATION

 

These bylaws were approved at a meeting of the General Membership by a two-thirds majority vote on 26 February 2017 in Fort Lauderdale, FL.

 

s/ Shane Rogers-Mauro                                 2/26/2017
Co-Chairman                                               Date

s/ Victor Rogers-Mauro                                2/26/2017
Co-Chairman                                               Date

s/ Carol Gary                                                2/26/2017
Secretary                                                       Date