Bylaws of the First Amendment Foundation
BYLAWS OF
FIRST AMENDMENT FOUNDATION, INC.
(As Adopted October 30, 1984)
(Amended January 17, 2001)
(Amended November 27, 2006)
ARTICLE I
NAME AND
PURPOSE
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:
1. freedom of information
in government and for such other purposes consistent therewith as provided in the
Florida Constitution, Article I, Section 24;
2. freedom of speech and
of the press as provided in the U.S. Constitution, Amendment I, and Florida Constitution,
Article I, Section 4; and
3. to conduct such other
related business as is permissible under the laws of
Floridaor the
United
States
.
ARTICLE II
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.
ARTICLE III
MEMBERSHIP
1. 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.
2. 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.
3. Members of the Foundation
shall not be personally liable for the debts, liabilities, or obligations of the
corporation.
4. The members of the Foundation
shall have no vote or voice in the management of the Foundation.
ARTICLE IV
BOARD OF
TRUSTEES
1. 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.
2. 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:
(a) 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.
(b) Two Trustees shall be
the current Chairman and chairperson of the board of directors of the Florida Press
Association.
(c) 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.
(d) 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.
(e) 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.
(f) 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.
(g) 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.
3. 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.
4. 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.
5. Trustees may be allowed
expenses, by resolution of the Board, for attending meetings and for travel on Foundation
business.
6. 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.
7. 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.
ARTICLE V
OFFICERS
AND DUTIES
1. 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.
(a) 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.
(b) 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.
(c) 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.
(d) 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.
ARTICLE VI
CONTRIBUTORS
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.
ARTICLE VII
MISCELLANEOUS
1. 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.
2. The administrative and
fiscal years of the corporation shall be January 1 - December 31 of each year .
3. The accounts of the Foundation
shall be audited regularly by a Certified Public Accountant.
4. 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.
5. Voting on all matters,
including the election of Trustees and officers, may be conducted by mail, electronic
mail, facsimile transmission, or video conferencing.
ARTICLE VIII
AMENDMENTS
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.
ARTICLE IX
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.
ARTICLE X
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.
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