FIRST AMENDMENT FOUNDATION, INC.
(As Adopted October 30, 1984)
(Amended January 17, 2001)
(Amended November 27, 2006)
(Amended June 18, 2010)
The name of this corporation is FIRST AMENDMENT FOUNDATION, INC. The purposes for which it is formed, as stated in the Articles of Incorporation, are to operate for the preservation and advancement of:
- freedom of information in government and for such other purposes consistent therewith as provided in the Florida Constitution, Article I, Section 24;
- freedom of speech and of the press as provided in the U.S. Constitution, Amendment I, and Florida Constitution, Article I, Section 4; and
- to conduct such other related business as is permissible under the laws of Florida or the United States.
PRINCIPAL OFFICE AND RESIDENT AGENT
The corporation shall have its principal office in Leon County, Florida and may conduct its activities at any place or places in the state, the nation or elsewhere. The corporation shall have in Leon County a designated agent authorized to accept service of process for the corporation.
- The membership of the Foundation shall consist of individual citizens, media and other corporations, associations and organizations concerned with open government and related First Amendment issues, and such others as the Trustees shall designate.
- The members of the Foundation shall have no right, title or interest whatsoever in its income, property or assets, nor shall any portion of such income, property, or assets be distributed to any member on the dissolution of the corporation.
- Members of the Foundation shall not be personally liable for the debts, liabilities, or obligations of the corporation.
- The members of the Foundation shall have no vote or voice in the management of the Foundation.
BOARD OF TRUSTEES
- The powers of the corporation shall be exercised, its properties controlled, and its affairs conducted by a Board of Trustees to be comprised of eighteen trustees. All trustees must be active members of the Foundation or be employed by active members of the Foundation.
- Trustees shall be elected by a majority vote of the Trustees and shall serve until their successors are elected and qualified. Selection shall be in the following manner:
- Five Trustees shall be selected from representatives of Florida's newspapers and shall be approved by a majority vote of the board of directors of the Florida Society of Newspaper Editors.
- Two Trustees shall be the current Chairman and chairperson of the board of directors of the Florida Press Association.
- Two Trustees shall be selected from representatives of Florida's broadcasters and shall be approved by the board of directors of the Florida Association of Broadcasters provided that at least fifty percent of the members of the Association are members of the First Amendment Foundation. If Association membership in the Foundation is less than fifty percent, the two Broadcaster Trustees shall be approved by a majority vote of the remaining Trustees.
- One Trustee shall be the chief executive officer of the Florida Press Association Service who may serve as executive secretary and treasurer of the corporation at the discretion of the Trustees.
- Three Trustees shall be selected from representatives of the citizens of Florida. The Citizen Trustees must be committed to the preservation and advancement of freedom of information, freedom of speech, and freedom of the press who are not employed within and do not have a financial interest in any public information medium. Such persons shall be elected for a term of two calendar years by the remaining trustees. They shall serve until their successors are elected and qualified, and they may also be re-elected at the expiration of their term of office.
- Two Trustees shall be members of the Florida Bar Association who have knowledge of First Amendment and freedom of information issues and a commitment to the preservation and advancement of freedom of information, freedom of speech, and freedom of the press. Such persons shall be elected by the remaining trustees.
- Three Advisory Trustees shall be selected from persons or interest groups interested in the mission and activities of the First Amendment Foundation. The Advisory Trustees must be committed to the preservation and advancement of freedom of information, freedom of speech, and freedom of the press. The three Advisory Trustees shall be approved by a majority vote of the remaining Trustees. Such persons shall be elected for a term of two calendar years beginning in January. They shall serve until their successors are elected and qualified, and they may also be re-elected at the expiration of their term of office.
- Two seats for members of on-line media.
- In the event that any of the designated associations fail to approve a newly-elected trustee within thirty days after election to the Foundation Board, the newly-elected trustee may be approved by a majority vote of the remaining Trustees.
- Any action required or permitted to be taken by the Board of Trustees under these Bylaws or any provision of law may be delegated by the Board to the Chairman or any committee of the Board.
- Trustees may be allowed expenses, by resolution of the Board, for attending meetings and for travel on Foundation business.
- Meetings of the Board of Trustees may be scheduled at such times and at such places as the Trustees deem appropriate and shall be conducted at least annually. The Chairman may call a special meeting of the Trustees for any purpose upon notice being given ten days in advance of the meeting.
- Seven voting members of the Board of Trustees shall constitute a quorum at any meeting of the Foundation. A voting trustee may designate a non-voting trustee as his or her proxy for the purposes of establishing a quorum at any meeting.
OFFICERS AND DUTIES
- The Board of Trustees shall elect from among its members a Chairman, Vice Chairman, Executive Secretary and Treasurer. These officers shall be elected for one year terms of office by majority vote of the Board and may be re-elected at the expiration of their term. Any officer may be removed at any time by an affirmative vote of a majority of the whole Board of Trustees.
- The Chairman shall be the chief elected officer of the Foundation. It shall be the duty of the Chairman to preside at all regular and special meetings of the Foundation. He shall have general supervision of the affairs of the Foundation and shall make reports to the Board of Trustees and the members at regular and special meetings and other times as necessary to keep them informed of corporation activities. He shall appoint committees, regular or special, as required from time to time.
- The Vice Chairman shall perform the duties and have the powers of the Chairman when the Chairman is absent or unable to perform his duties. Other duties of the Vice Chairman may be designated by the Board of Trustees or the Chairman.
- The Executive Secretary shall keep accurate records of all Foundation meetings; ensure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; maintain corporate records and the seal of the Foundation; receive monies for the Foundation, issue checks on those monies, and keep and render as required true accounting thereof; perform all duties of the office of the Executive Secretary and such other duties as may be assigned by the Chairman or the Board of Trustees. He shall make a fidelity bond with such surety and in such penalty as the Board of Trustees shall require.
- The Treasurer shall review the financial operations of the organization and advise with the Executive Secretary on financial matters; make financial reports to the Board of Trustees at regular and special meetings; and perform such other duties as assigned by the Chairman or the Board of Trustees.
Contributors to the Foundation shall be acknowledged by a receipt or appropriate certificate and carry such privileges as may be determined by the Board of Trustees.
- The Foundation seal shall be circular in form and shall contain the name of the Foundation, the year of its creation and the words, "CORPORATE SEAL, FLORIDA." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced otherwise.
- The administrative and fiscal years of the corporation shall be January 1 - December 31 of each year.
- The accounts of the Foundation shall be audited regularly by a Certified Public Accountant.
- Whenever any notice is required by the Bylaws, it shall be deemed to be sufficient if mailed to the last known address of the intended recipient, and such notice may be in writing by the intended recipient.
- Voting on all matters, including the election of Trustees and officers, may be conducted by mail, electronic mail, facsimile transmission, or video conferencing.
These bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the entire Board of Trustees at any regular meeting or special meeting, provided that at least ten days' written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting.
DEDICATION OF ASSETS
The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or members thereof or to the benefit of any private individual.
DISTRIBUTION OF ASSETS
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954, or corresponding provisions of subsequent federal tax laws.