ARTICLE 1 NAME, BOUNDARY AND OFFICES
SECTION 1 NAME
The name of this organization shall be “Central Beach Alliance of Fort Lauderdale, Inc.” herein referred to as “Central Beach Alliance” or CBA and using the logo CENTRAL BEACH ALLIANCE or CBA.
SECTION 2 BOUNDARIES
The boundaries of the Central Beach Alliance are South of Oakland Park Boulevard, North of Harbor Drive, East of the Intracoastal Waterway, and West of the Atlantic Ocean. For jurisdictional purposes or neighborhood improvement programs, the Central Beach Alliance recognizes and defers to those neighborhood associations officially recognized by the City of Fort Lauderdale that were previously established within those boundaries.
Members of the CBA have to be located or living within CBA boundaries. Voting Membership in Central Beach Alliance shall be open (a) to condominium and cooperative associations, but not to any time share organization, and (b) to individual residents but not to tourists, guests or those who come on a time share basis, and, (c) as non-voting members to owners of businesses located within the boundaries.
SECTION 3 PRINCIPAL OFFICE
The principal office of the corporation is located in the City of Ft. Lauderdale, Broward County, in the State of Florida.
ARTICLE 2 NONPROFIT PURPOSES
SECTION 1 IRC SECTION 501(C)(3) PURPOSES
This corporation is organized exclusively for one or more of the purposes specified in Section 501(c)(3) of the Internal Revenue Code, including among such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
SECTION 2 SPECIFIC OBJECTIVES AND PURPOSES
The specific objectives and purposes of this corporation shall be: To represent the Member Associations and individual residents, whether or not they belong to condominium or cooperative associations, to protect their interests, to aid and advance responsible development within and around the Central Beach area and to promote a better neighborhood and community, through group action.
ARTICLE 3 BOARD OF DIRECTORS
SECTION 1 TERM, NUMBER AND ELECTION
The number of directors shall be not less than five nor more than nine. The directors named in the Articles of Incorporation shall serve until the first annual meeting of the membership and may select a ninth person to serve until that meeting. The Board shall determine the number of directors to be elected prior to each annual meeting at which directors are to be elected. Directors shall serve for one year or until their successors are elected. The Board may fill vacancies on the Board during that term. Only persons eligible to serve, under the terms of the following Article, shall be elected or so appointed.
SECTION 2 POWERS OF THE BOARD
The Board of Directors shall determine from time to time the basic policies and approach of the Alliance to development, neighborhood and other issues, after consulting as widely as is practical with the membership. The Board shall elect the officers, and may remove an officer and/or director by majority vote at a meeting expressly called for such purpose. The Board shall adopt a plan or budget as to how membership dues and contributions may be spent. The Board may approve the establishment of committees, made up of directors and/or of other members, to study issues concerning the area, develop positions and proposals with respect to those issues, and work toward a consensus for the Alliance on those positions and proposals. The Board may change the dues to be paid by condo members, individual members and business members, if done at least thirty days before the start of any year.
SECTION 3 MEETINGS
An organizational meeting of each new Board shall be held shortly after each annual meeting of the membership. The Board shall hold other meetings as required or appropriate, and as the President or Vice President shall arrange. A meeting shall be held when any three directors request a meeting by notice to either of those officers.
ARTICLE 4 OFFICERS
SECTION 1 DESIGNATION OF OFFICERS
The officers of the corporation shall be a President, a Vice President, a Secretary and a Treasurer. The corporation may also have such other officers with such titles and duties as may be determined from time to time by the Board of Directors.
SECTION 2 QUALIFICATIONS
Any person may be elected and serve as an officer or director as long as he or she is an individual member, paid up for the prior and current years, who attended at least four meetings in the prior calendar year (as shown by the sign in logs), and who submitted his or her candidacy in writing, on the form provided, to the President or Secretary, at least thirty days prior to the meeting at which he or she is elected. No more than one third of the Board members of the Alliance may be residents of a single condominium or cooperative association.
SECTION 3 ELECTION AND TERM OF OFFICE
Officers shall be elected by the Board of Directors at the first meeting held after each annual meeting of the membership. Each officer shall be elected for one year and until a successor is chosen. Only the President and Vice President must be members of the Board. If an officer shall resign or otherwise cease to serve, the Board may elect a successor.
SECTION 4 DUTIES OF PRESIDENT
The President shall be the chief officer of the corporation and shall supervise and coordinate the affairs of the corporation and the work of all other officers and of all committees for the Alliance. The President shall preside at all meetings of the Board and of the membership, and shall be the principal spokesperson for the Alliance before public bodies of the City and the County. The President shall sign all contracts and other formal instruments to which the corporation is a party.
SECTION 5 DUTIES OF VICE PRESIDENT
In the absence of the President or the Treasurer, the Vice President shall perform all the duties of the President or of the Treasurer, and when so acting, shall have all the powers of the President or of the Treasurer. The Vice President shall have such other powers and perform such other duties as may be prescribed by the Board.
SECTION 6 DUTIES OF SECRETARY
The Secretary shall keep minutes of all meetings of the Board and of the membership, and all other non-financial records of the Alliance and its activities, certifying records as required. The Secretary shall see that all notices are duly given in accordance with such procedures for notice as the Board shall adopt. The Secretary shall maintain records of membership in the Alliance.
SECTION 7 DUTIES OF TREASURER
The Treasurer shall have charge and custody of, and be responsible for, all funds and property of the corporation, and deposit all such funds in the name of the corporation in such banks as shall be selected by the Board. The Treasurer shall disburse funds of the corporation, as the Board shall direct or authorize, taking proper vouchers for such disbursements. The Treasurer shall keep and maintain adequate and correct accounts of the corporation’s receipts, disbursements and other financial affairs. The Treasurer shall render to the President, the Board and the membership, whenever requested, an account of any or all transactions as Treasurer and of the financial condition of the Alliance. The Treasurer shall prepare a financial report at such intervals as the Board shall determine, but not less than annually.
ARTICLE 5 IRS 501 (C) (3) TAX EXEMPTION PROVISIONS
SECTION 1 LIMITATIONS ON POLITICAL ACTIVITIES
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501 (h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
SECTION 2 PROHIBITION AGAINST PRIVATE ENRICHMENT
No part of the net income or receipts of this corporation shall inure to the benefit of or be distributable to, its members, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
SECTION 3 DISTRIBUTION OF ASSETS
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code or shall be distributed to the Federal Government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this State.
SECTION 4 PRIVATE FOUNDATION
REQUIREMENTS AND RESTRICTIONS
In any taxable year in which this corporation is a private foundation as described in Section 509 (a) of the Internal Revenue Code, the corporation
1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self dealing as defined in Section 4941 (d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943 (c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code, and 5) shall not make any taxable expenditures as defined in Section 4945 (d) of the Internal Revenue Code.
SECTION 5 NON – DISCRIMINATION
The Alliance shall not discriminate against persons in any category protected against discrimination by Federal, State, County or City law in hiring, promotion or firing of any employees, in the purchase of any service or supplies, in any position it takes with respect to a resident, property owner or developer, or in admission to membership or election to office.
ARTICLE 6 AMENDMENT OF BY LAWS, GENERAL PROVISIONS
SECTION 1 AMENDMENT
These By Laws may be amended at any duly called meeting of the membership. The notice for the meeting shall contain a full statement of the proposed amendment. A majority of the members must be present or represented. A sixty percent vote of the members present or represented at a meeting duly called for the consideration of that amendment shall be required for the adoption of an amendment to these by- laws.
SECTION 2 CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these By Laws and of the Articles of Incorporation of the Alliance, the provisions of the Articles of Incorporation shall govern. Should any of the provisions or any portion of these By Laws be held unenforceable or invalid for any reason, the remaining provisions and other portions of these By Laws shall be unaffected by such holding. All references to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future Federal tax code.
ARTICLE 7 MEMBERSHIP PROVISIONS
SECTION 1 CLASSES OF MEMBERSHIP
CLASS A Member associations may be referred to as Class A members of the Alliance. Each shall be entitled to send one or more representatives to all meetings of the Alliance, who may speak for, and when appropriate vote for, the Class A member. At all membership meetings, each Class A member shall be entitled to ten votes, but all ten must be cast on the same side of any issue, or for the same candidate or candidates for director. The President or Treasurer of each member association shall write a letter to CBA at least thirty days before CBA’s annual meeting naming the designated representative of that member association, and one or more alternates who may act in the absence of that representative. The Board may adopt rules for the determination of which representative of a Class A member may act for that member. Each association to maintain its membership shall pay annual dues as determined by the Board as a contribution to the expenses of the Alliance.
CLASS B Individual residents of the defined area may become and remain members by paying dues as determined by the Board each year. Such persons may be referred to as Class B members or as individual members. Each Class B member shall be entitled to cast a single vote at any membership meeting. Class B members need not be resident in any condominium, cooperative or other residential association, and need not be owners of their residence.
CLASS C Unit owners, or the equivalent, in any condominium, cooperative or other residential association, which is a Class A member, shall be considered members of the Alliance and may be referred to as Class C members, if they have not become Class B members. Any such unit owner, or such equivalent, may decline in writing to be a member of the Alliance, but shall otherwise be considered to be a Class C or indirect member. Class C members are entitled to attend and speak at Alliance meetings, whether or not the general public is invited, but shall not vote as members, except through the member association to which they belong. Contributions from Class C members are invited, but no dues are required.
CLASS D Owners of businesses within the defined area, who may not themselves be residents, may become and remain non-voting members by paying dues each year as determined by the Board.
SECTION 2 NUMBER OF MEMBERS
There is no limit on the number of members the corporation may admit. The Alliance seeks to represent the views and interests of all area residents, and seeks the participation of all persons who live in the area year round or seasonally.
SECTION 3 NONLIABILITY OF MEMBERS
A member of this corporation is the equivalent of a shareholder and as such is not personally liable for the debts, liabilities or obligations of the corporation.
SECTION 4 ANNUAL MEETING
An annual meeting of the membership shall be held each year in January, on a date and at a time approved by the Board of Directors. An election of directors shall take place, and consideration shall be given to any other proposal, properly presented to the meeting, and included in the notice therefore.
SECTION 5 SPECIAL MEETINGS
Special meetings of the members shall be called by the Board, or by the President, to consider a matter that may require a vote of the membership at other than the time of an annual meeting. Normally such a special meeting shall be scheduled in conjunction with a meeting of the Board.
SECTION 6 NOTICE OF MEETINGS
Meeting notices shall be sent by or for the Secretary to each member association by mail, phone, fax or e mail to the designated number, address and person at that association. Notice shall be given to Class B and Class C members through the newsletter of the Alliance, or through posting or other communication of a notice received, within a member association. Notice shall include, in connection with any election, the names of any persons whose candidacies are known. Notices shall otherwise include a list of the matters to be presented to the membership, and where the text of a proposal is significant, a copy thereof.
SECTION 7 QUORUM FOR AND VOTING AT MEETINGS
A quorum shall consist of at least forty (40) Class A or Class B members present in person or by proxy. A quorum for the election of directors shall consist of not less than twenty-five (25%) of the membership. Every act or decision taken or made by a majority of voting members present in person or by proxy at a duly constituted meeting at which a quorum is present is the act of the membership and of the Alliance. Any one (1) voting member may hold up to, but no more than, five (5) additional proxies for voting purposes. Voting proxies must be submitted in advance of each meeting and detail the agenda item for which the proxy is intended.