BY-LAWS OF NORTH FLORIDA LIONS EYE FOUNDATION
ARTICLE I MEETINGS AND MEMBERSHIP
Section 1. The business of the NORTH FLORIDA LIONS EYE FOUNDATION (hereinafter referred to as “FOUNDATION”), shall be conducted by the BOARD OF DIRECTORS (herein referred to as the “BOARD”). The BOARD shall hold meetings as often as is necessary to conduct its business. The meetings may be conducted by telephone conference. At least three of the five members of the BOARD must be present (or participate by teleconference) in order to conduct a meeting. The time, date and places for such meetings of the BOARD shall be set by its chairman and shall be scheduled at such time, date and place that is convenient to members of the BOARD with at least forty eight hours notice. The minutes of all meetings of the BOARD shall be maintained by the Secretary and available for review by any member of the FOUNDATION. In May of each year, the BOARD shall conduct an annual meeting of the membership of the FOUNDATION and shall report to the membership on the activities of the FOUNDATION, to include its financial operation and any plans for the upcoming year. Additionally, any major policy changes or major capital expenditures being considered by the BOARD shall be submitted to the membership for their advice and consent.
Section 2. Membership in the Foundation shall be open to all members in good standing of Lions International and Florida Districts F, L or O.
Section 3. All meetings of the BOARD shall be open to any member of the FOUNDATION except that the BOARD, in its discretion, may close its meetings upon an affirmative vote of five (5) of the eight (8) members of the BOARD and for good cause.
Section 4. All meetings of the BOARD shall be governed by Rules of Order in accordance with “Roberts Rules of Order, newly Revised”.
ARTICLE II BOARD MEMBERS
The Board of Directors shall consist of eight (8) members. Members of the Board of Directors shall be selected from members in good standing of Lions International and Florida Districts F, L and O, and shall be appointed by the District Governor of each District, one from each District, F, L and O - each will serve a term of three (3) consecutive years. Three members one from each District, F, L and O, shall be appointed by the Board and shall serve a term of three (3) consecutive years. The remaining two members shall be appointed by the Board from members at large and will serve a term of three (3) consecutive years. The District Governor of each district F, L & O, at his discretion, shall have the authority to replace the member appointed by said Governor, from his district, at any time during his/her term. The newly appointed Board member shall serve the remainder of that term. Any Board member may be re-appointed at the end of his/her term.
ARTICLE III REMOVAL OF A BOARD MEMBER
A BOARD member shall be removed from the Board for cause by an affirmative vote of five (5) of the eight (8) members of the BOARD at any regular meeting provided that the member of the BOARD, against whom a vote of removal is contemplated shall have at least ten days notice of said meeting. Upon his or her removal by the BOARD, the District Governor for the District from which the removed member was from shall appoint a replacement to the BOARD to complete the remaining term of the removed member.
ARTICLE IV OFFICERS
Section 1. The officers of the FOUNDATION shall consist of the Chairman of the BOARD, the Secretary and Treasurer.
Section 2. The Chairman of the BOARD shall preside at all meetings of the BOARD and all meetings of the FOUNDATION membership, shall execute all legal documents that may be required and on behalf of the FOUNDATION, shall represent the FOUNDATION in any official capacity or designate such person or persons to act in his or her stead on behalf of the FOUNDATION, and shall perform such other duties pertaining to his or her office as the BOARD may require.
Section 3. The Secretary shall keep the minutes of all meetings of the BOARD and shall make them available for review by any member of the FOUNDATION. The Secretary shall perform such other functions as directed by the BOARD.
Section 4. On a regular basis, the Treasurer shall provide to the BOARD a financial statement for the FOUNDATION and on an annual basis, shall prepare and submit to the membership a financial statement for the operation of the FOUNDATION. The Treasurer shall perform such other functions as directed by the BOARD.
ARTICLE V AMENDMENTS
Amendments to these By-Laws shall be proposed by the BOARD and shall be presented for consideration to the membership of the FOUNDATION at its annual meeting. Any amendments to the By-Laws shall be adopted by a majority vote of the members in attendance at the annual meeting.
ARTICLE VI FISCAL YEAR LIMITATIONS AND RESPONSIBILITIES
Section 1. The fiscal year of the FOUNDATION shall commence of May 1st of each year and end of April 30th of the next year.
Section 2. The FOUNDATION shall not participate in partisan or sectarian politics or religion except that the FOUNDATION may take positions in favor of state or federal legislation that the BOARD, in their discretion, deems to be beneficial in accomplishing the FOUNDATION mission.
Section 3. The activities and benefits of the FOUNDATION shall be provided without discrimination as to race, creed, color, national origin or sex to all persons.
ARTICLE VII FINANCIAL RESPONSIBILITIES
There shall be an annual financial audit or financial review conducted by a financial institution approved of the Board of Directors.
ARTICLE VIII INVESTMENTS BY THE FOUNDATION
The Board shall make the decisions on investments submitted by an Investment Counselor designated by the Board.