Article I: Offices
Section 1. Registered Office:
The Green ARTery, Inc. shall at all times maintain in the State of Florida a registered agent whose business office shall be the registered office of the Green ARTery, Inc.
Article II: Nature & Purpose
Section 1. Nature of Corporation
The Green ARTery, Inc. is a not for profit corporation formed under Chapter 617 of the State of Florida Statutes, and is organized and shall be operated in accordance with the meaning and provisions of Section 501(c)(3) of the Internal Revenue Code.
Section 2. Primary Purpose
The Green ARTery, Inc. is organized exclusively for charitable, educational, and scientific purposes. The Green ARTery, Inc. is a multi-neighborhood consolidated organization which exists to identify, enhance, expand, and safely connect paths, parks, greenways, and trail systems. The Green ARTery, Inc. will collaborate, educate, advocate, and seek resources at all available levels to achieve these purposes.
Article III: Membership
Section 1. Eligibility
Any neighborhood organization recognized by the City of Tampa shall be eligible for membership. Other organizations may be accepted for membership on approval by the Board of Directors.
Section 2. Representative
Organizations wishing to be members shall appoint a representative. The appointment shall be by a letter addressed to the president of the Board of Directors. The letter shall be signed by the president or appropriate officer of the organization which is making the appointment.
Section 3. Change of Representative
Any permanent change of a representative must be made by a letter addressed to the president of the Board of Directors. The letter shall be signed by the president or appropriate officer of the organization which is making the change. The letter may be presented at the meeting which the new representative first attends.
Section 4. Friend of the Green ARTery, Inc.
Persons wishing to support the goals of the Green ARTery, Inc., may become a Friend of the Green ARTery, Inc. by applying and paying dues. Friends may serve on committees but do not having voting privileges.
Section 5. Substitution of a Representative
Notice of a one-time substitution of a representative must be made in writing addressed to the president of the Board of Directors and shall be signed by the president or appropriate officer of the organization which is making the substitution. The writing may be in the form of a letter or a printed email and shall be presented at the meeting which the substitute representative is attending.
Section 6. Age
All representatives shall be at least eighteen (18) years of age.
Section 7. Dues
Dues shall be $10.00 per year and are payable when a representative or friend enrolls and annually on the anniversary of enrollment. Any change in the annual rate will be proposed by the Executive Committee and will be subject to approval or disapproval by a simple majority vote of those present at the next general meeting. Dues may not be increased more than 20 percent above the existing rate in any one year period.
Article IV: Board of Directors & Executive Committee
Section 1. Directors
The Board of Directors shall consist of one representative from each member organization and up to six at-large representatives. It is the goal of the Board of Directors that each at-large board member brings a specific needed expertise to the board.
Section 2. Election
The at-large directors of the Green ARTery, Inc. shall be elected by a majority vote of the representatives at any scheduled Board of Directors meeting.
Section 3. Officers
The Board of Directors shall elect from among its members a president, vice president, secretary, treasurer and a parliamentarian. No more than one office may be held simultaneously by the same person.
Section 4. Executive Committee
The officers shall serve as an Executive Committee for the purpose of conducting any business demanding attention between meetings of the Board of Directors. The Executive Committee may add additional members elected from among the board. At no time may the Executive Committee consist of more than nine members. Unless otherwise specified in these bylaws, the Executive Committee shall have full authority to take any action on behalf of the Green ARTery, Inc., subject to the ultimate authority of the Board of Directors. The Executive Committee shall communicate regularly with the Board of Directors on all matters relevant to the Green ARTery, Inc. The Executive Committee may meet via conference calls or other electronic means and may vote on matters via email. The Executive Committee shall report any actions taken at such meetings at the next regularly scheduled meeting of the board at which time the report shall be entered into the official Minutes of the Green ARTery, Inc.
Section 5. Term of Office:
(a) The term of office for all officers shall be one (1) year.
(b) Officers shall serve until a successor has been elected.
Section 6. General Powers
The Board of Directors shall have the general power to manage and control the affairs and property of the Green ARTery, Inc., and shall have full power, by majority vote, to adopt rules and regulations governing the action of the Board of Directors.
Section 7. Manner of Acting
The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.
Section 8. Compensation
Directors as such shall not receive any salaries for their services but may be reimbursed for reasonable expenses upon presentation of a valid receipt.
Section 9. Vacancies
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 10. Resignation; Removal:
(a) A director may resign from the Board of Directors at any time by giving notice of his or her resignation in writing addressed to the president or secretary of the Green ARTery, Inc., or by presenting his or her written resignation at an annual, regular, or special meeting of the Board of Directors.
(b) Except as otherwise provided by law, at any meeting of the Board of Directors called expressly for that purpose, any director may be removed, with cause, by a vote of the majority of the Executive Committee and a majority of the directors present. Directors must be given a full seven (7) day notice of any such meeting.
(c) In the event a member of the Board of Directors fails to attend three (3) consecutive board meetings, without notice, that director shall be considered to have voluntarily resigned from the Board of Directors. A suitable replacement for the vacancy shall be requested from the entity represented by the said director to assume such duties as required.
Article V: Duties of Officers
Section 1. President
The president shall conduct the meetings of the Green ARTery, Inc. and shall supervise the business and affairs of the Green ARTery, Inc. He or she may sign, with the secretary or any other officer of the Green ARTery, Inc., deeds, mortgages, bonds, contracts, or other instruments or documents which the Board of Directors has authorized to be executed; and he or she shall perform all such other duties as from time to time may be assigned to him or her by the Board of Directors.
Section 2. Vice President
The vice president shall assist the president in the performance of his or her duties and shall perform all such other duties as from time to time may be assigned to him or her by the president or the Board of Directors. If the office of president becomes vacant,the vice president, if in agreement, shall assume that office for the remainder of the term.
Section 3. Secretary
The secretary shall keep the minutes of all meetings of the Green ARTery, Inc.; maintain a list of directors and representatives which is to include names, addresses, and contact information; see that all notices are duly given in accordance with the provisions of the bylaws or as required by law; be custodian of the corporate records and seal; and perform such other duties as from time to time may be assigned to him or her by the president or by the Board of Directors.
Section 4. Treasurer
The treasurer shall be responsible for all funds and securities of the Green ARTery, Inc.; receive and give receipts for monies due and payable to the Green ARTery, Inc. and deposit all such monies in the name of the Green ARTery, Inc. in such financial institution(s) as shall be selected in accordance with the provisions of the bylaws; and perform such other duties as may be assigned to him or her as from time to time by the president or by the Board of Directors.
Section 5. Parliamentarian
Rules of parliamentary law are designed to aid in the smooth, fair, and orderly transaction of business. The parliamentarian shall manage the affairs of The Green ARTery’s meetings. The parliamentarian shall serve as an adviser on the proper conduct of a meeting. The parliamentarian shall interpret the body’s rules and shall advise the presiding officer on the legislative process.
Article VI: Meetings
Section 1. Annual Meetings
The Board of Directors shall hold an annual meeting at such time and place as the Board of Directors shall by resolution prescribe.
Section 2. Regular Meetings
The Board of Directors shall meet monthly and at other times as necessary.
Section 3. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the president or any two directors. The person or persons authorized to call special meetings of the Board of Directors must provide at least a seven (7) day notification to board members, and may fix any reasonable date, hour, and place, within the State of Florida.
Section 4. Quorum
(a) Board of Directors Meetings: The members of the Board of Directors present shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
(b) General Meetings: The members of the Board of Directors present shall constitute aquorum for the transaction of business at any general meeting of the Green ARTery, Inc.
(c) Executive Committee: The members of the Executive Committee present shall constitute a quorum for the transaction of business at any meeting of the Executive Committee.
Article VII: Committees
Section 1. Purposes
The Board of Directors may establish committees as needed, such as finance, fundraising, public relations, data collection, communications, historic preservation, etc. Except for the Financial Review Committee, chairpersons of committees shall be appointed by the president with the approval of the Executive Committee.
Section 2. Membership on Committees
Members of committees shall be chosen by the committee chair except for the Financial Review Committee. (See Article XVI, Section 3
Section 3. Vacancies
Vacancies in the membership of any committee shall be filled by the committee chair except for the Financial Review Committee. (See Article XVI, Section 3.).
Section 4. Rules
Each committee may adopt rules for its own government not inconsistent with the bylaws or with rules adopted by the Board of Directors.
Section 5. Powers
Each regular committee shall have such powers as the Board of Directors may grant it consistent with law, the Articles of Incorporation, and the bylaws.
Article VIII: Standing Committees
Section 1. Bylaws Committee
A committee whose purpose is to annually review the bylaws of The Green ARTery, Inc., for updating and change, based upon the most currently accepted rules of parliamentary procedure and organization practice; to annually review and revise, when necessary, the organization’s policies and procedures. The parliamentarian shall be the chairperson.
Section 2. Finance Committee
The treasurer of the Board of Directors is the chair of the Finance Committee, which shall include three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and annual budget with staff and other board members. The full Board of Directors must approve the budget and all expenditures must be within that budget. Any major change in the budget must be approved by the Board of Directors. Annual and regular financial reports are required to be submitted to the board at its annual or regular board of director meetings, showing income, expenditures, and pending income.
Section 3. Membership Committee
A committee whose purpose is to maintain the official listof membership in The Green ARTery, Inc., and to provide the secretary a current listing of eligible voting representatives at each meeting. The committee shall maintain the official voluntary email list to notify and communicate about events and activities of general interest.