Bylaws
BYLAWS of the FRIENDS OF SANTO NINO, Inc.
A Florida Nonprofit Corporation
ARTICLE I - DEFINITIONS
ARTICLE II - PURPOSES
ARTICLE III - OFFICES
ARTICLE IV - RECORDS
ARTICLE V - BOARD OF DIRECTORS
ARTICLE VI - OFFICERS
ARTICLE VII - NOTIFICATION OF ATTORNEY GENERAL
ARTICLE VIII - INDEMNIFICATION
ARTICLE IX - SPECIAL CORPORATE ACTS
ARTICLE X - PROHIBITED TRANSACTIONS
ARTICLE XI - MEMBERSHIPS
ARTICLE XII - GOVERNANCE AND OVERSIGHT
ARTICLE XIII - MEASURING EFFECTIVENESS
ARTICLE XIV - FINANCIAL STANDARDS
ARTICLE XV - FUND-RAISING STANDARDS
ARTICLE XVI – AMENDMENTS
ARTICLE I - DEFINITIONS
SECTION 1.1 Definitions.
The following terms used in these Bylaws shall have the meanings set forth below.
A. “Act” means the Florida Not For Profit Corporation Act of 1954, as amended.
B. “Board” means the Board of Directors of the Corporation.
C. “Corporation” means Friends of Santo Nino,Inc.
D. “Director” means an individual serving on the Board.
E. “FOSNI” means Friends of Santo Nino, Inc.
SECTION 1.2 Statutory Definitions.
Other capitalized terms used in these Bylaws shall have the applicable meanings set forth in Part I of Chapter 617 of the Statutes in the Florida Not For Profit Corporation Act.
ARTICLE II - PURPOSES
SECTION 2.1 Purposes.
The specific and primary purposes for which this corporation is formed are to operate for the advancement of education, and for other charitable purposes, and particularly for cooperative and collaborative endeavors among and between the Filipino-American communities of the Southeastern United States, irregardless of race and religious persuasion, for the benefit of the youth and elderly sector of the aforementioned region and the Philippines.
The general purposes for which this corporation is formed are to operate exclusively for such educational and charitable purposes as will qualify it as an exempt organization under Section 501 ( c ) ( 3 ) of the Internal Revenue Code of 1954 or corresponding provisions of any subsequent federal tax laws, including, for such purposes, the making of distributions to organizations qualifying as tax-exempt organizations under that Code.
SECTION 2.2 Mission Statement.
“Friends of Santo Nino” unites Filipino-American residents in Palm Beach County and regional and institutional interests in a voluntary and collaborative effort; in rendering assistance, providing support, and promoting the welfare and well-being of the youth and senior sectors of the community; in the pursuit of upliftment in the Christian faith and social service; and in the preservation and nurture of the Filipino cultural heritage, regional and international.
ARTICLE III. OFFICES
Section 3.1 - Business Office
The corporation’s principal office shall be located either within or outside of Florida. The corporation’s most current Annual Report, filed with the Florida Secretary of State, shall identify the location of the principal office. The corporation may have other offices, either within or outside of Florida. The board of directors may designate the location of these other offices. The secretary of the corporation shall maintain a copy of the records required by section 4.1 of Article IV at the principal office.
Section 3.2 - Registered Office
The corporation’s registered office shall be located within Florida at the address of the corporation’s registered agent. The location of the registered office may be, but need not be, identical with that of the principal office if the latter is located within Florida. The board of directors may change the registered agent and the address of the registered office from time to time, upon filing the appropriate statement with the Secretary of State.
ARTICLE IV. RECORDS
Section 4.1 - Corporate Records
(a) Minutes and Accounting Records. The corporation shall keep a permanent record of the minutes of all meetings of its board of directors, a record of all actions taken by the board of directors without a meeting, and a record of all actions taken by a committee of the board of directors acting in place of the board and on behalf of the corporation. The corporation shall maintain appropriate accounting records.
(b) Form. The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(c) Other Records. The corporation shall keep a copy of the following records at its principal office or at a location from which the records may be recovered within 2 business days:
(1) its articles or restated articles of incorporation and all amendments to them currently in effect;
(2) its bylaws or restated bylaws and all amendments to them currently in effect;
(3) resolutions adopted by its board of directors;
(4) the financial statement furnished for the past 3 years to the board of directors;
(5) a list of the names and business addresses of its current directors and officers; and,
(6) its most recent annual report delivered to the Secretary of State.
ARTICLE V. BOARD OF DIRECTORS
Section 5.1 - General Powers
All corporate powers shall be exercised by or under the authority of the board of directors. The business and affairs of the corporation shall be managed under the direction of the board of directors.
Section 5.2 - Number, Tenure, and Qualifications of Directors
The authorized number of directors shall be not less than or more than seven (7), until changed by a duly adopted amendment to these bylaws. Each director shall have one vote on any matter that comes before the board. Directors shall serve staggered three (2) year terms, determined by lot, and shall be elected at the annual business meeting of the board of directors. Each director shall hold office for their specified term, or until removed in accordance with section 5.3. However, if the director’s term expires, the director shall continue to serve until the board of directors has elected and qualified a successor or until there is a decrease in the number of directors. Directors need not be residents of Florida.
Section 5.3 - Removal of Directors
A director may be removed, with or without cause, if a majority of the directors present at a duly constituted meeting votes for the removal. Removal is effective only if it occurs at a meeting called for that purpose. Notice must be sent to all directors that a purpose of the meeting is removal.
Section 5.4 - Board of Director Vacancies
If a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors, the directors shall fill the vacancy.
If the directors remaining in office constitute fewer than a quorum of the board, they shall fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
If a director resigns effective at a specific later date, the directors may fill the vacancy, before the vacancy occurs, but the new director may not take office until the vacancy actually occurs.
Section 5.5 - Ex-officio Members of the Board
The officers and executive directors or managers of the corporation shall serve as non-voting, ex-officio members of the board. They are members by virtue of their office. Each ex-officio member officer or director may attend board meetings and participate in discussion; however, each ex-officio member shall be entitled to one vote only if the individual is a regularly elected or appointed board member.
Section 5.6 - Regular Meetings of the Board of Directors
The board of directors shall hold a regular meeting at least once per quarter. One of these quarterly meetings shall be designated as the board’s annual business meeting, for the purpose of electing directors. The board of directors may provide, by resolution, the date, time and place (which shall be within the county where the company’s principal office is located) of additional regular meetings. Regular board of director meetings may be held by conference telephone, if convened in accordance with section 5.8. For all meetings, alternative modes of participation are acceptable for those with physical disabilities.
Section 5.7 - Special Meetings of the Board of Directors
The presiding officer of the board, or 5/7 of the directors then in office may call and give notice of special meetings of the board of directors. Those authorized to call special board meetings may fix any place within the county where the corporation has its principal office as the special meeting place. Special board of director meetings may be held by conference telephone, if convened in accordance with section 5.8.
Section 5.8 - Board of Director Meetings by Conference Telephone
If authorized by the board of directors, the board of directors or any designated committee of the corporation may participate in a board or committee meeting by means of a conference telephone or similar communications equipment, provided all persons entitled to participate in the meeting received proper notice of the telephone meeting and provided all persons participating in the meeting can hear each other at the same time. A director participating in a conference telephone meeting is deemed present in person at the meeting. The chairperson of the meeting may establish reasonable rules as to conducting the meeting by phone.
Section 5.9 - Notice of, and Waiver of Notice for, Special Director Meetings
(a) Notice. The corporation’s secretary shall give either oral or written notice of any special director meeting at least 5 business days before the meeting. The notice shall include the meeting place, day and hour. If the meeting is to be held by conference telephone, (regardless of whether it is regular or special), the secretary must provide instructions for participating in the telephone meeting.
(b) Effective Date. If mailed, notice of any director meeting shall be deemed to be effective at the earlier of:
(1) 5 days after deposited in the United States mail, addressed to the director’s business office, with postage prepaid; or
(2) the date shown on the return receipt (if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the director); or
(3) the date when received.
(c) Waiver of Notice. Any director may waive notice of any meeting. The waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.
A director’s attendance at a meeting waives the director’s right to object to lack of notice or defective notice of the meeting; this shall be true unless the director, at the beginning of the meeting (or promptly upon arrival), objects to holding the meeting or transacting business at the meeting, and does not vote for or assent to action taken at the meeting.
Neither the secretary nor director needs to specify in the notice or waiver of notice the business to be transacted at, or the purpose of, any special board meeting.
Section 5.10 - Director Quorum
A majority of the number of directors shall constitute a quorum for the transaction of business at any board of director meeting.
Absent board members may give their proxy to a board member in attendance at a board of director meeting. Such proxy can be counted in determining a quorum.
Section 5.11 - Directors, Manner of Acting
(a) Required Number to Constitute Act. The act of a majority of the directors present at a meeting at which a quorum is present (when the vote is taken) shall be the act of the board of directors. If no quorum is present at a meeting of directors, the directors may not take action on any board matter other than to adjourn the meeting to a later date.
(b) Director Approval. The corporation shall deem a director to have approved of an action taken if the director is present at a meeting of the board unless:
(1) the director objects at the beginning of the meeting (or promptly upon arrival) to holding it or transacting business at the meeting; or
(2) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or
(3) the director delivers written notice of dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
Section 5.12 - Conduct of Board of Director Meetings
The chair, or in the chair’s absence, the vice-chair, or in their absence, any person chosen by the directors present shall call the meeting of the directors to order and shall act as the chairperson of the meeting. The chairperson, or the chairperson’s designee, shall establish rules of the meeting that-will freely facilitate debate and decision making. The chairperson will indicate who may speak when and when a vote will be taken. The secretary of the corporation shall act as the secretary of all meetings of the directors, but in the secretary’s absence, the presiding officer may appoint any other person to act as the secretary of the meeting.
Section 5.13 - Director Action Without a Meeting
The directors may act on any matter generally required or permitted at a board meeting, without actually meeting, if: all the directors take the action, each one signs a written consent describing the action taken, and the directors file all the consents with the records of the corporation. Action taken by consents is effective when the last director signs the consent, unless the consent specifies a different effective date. A signed consent has the effect of a meeting vote and may be referred to as a meeting vote in any document.
Section 5.14 - Director Committees
(a) Creation of Committees. The board of directors may create one or more committees and appoint members of the board to serve on them. Each committee must have 1 or more directors, who serves at the pleasure of the board of directors. Volunteers from the community may serve on these committees when appropriate.
(b) Selection of Members. To create a committee and appoint members to it, the board must acquire approval by the majority of all the existing directors when the action is taken.
(c) Required Procedures. Sections 5.6, 5.7, 5.8, 5.9, 5.10, 5.11, 5.12, and 5.13 of this Article V, which govern meetings, notice and waiver of notice, quorum and voting requirements, conduct of the board of directors, and action without meetings apply to committees and their members. In addition, the committees shall keep regular minutes of their proceedings and report the same to the board of directors. The committees are subject to all the procedural rules governing the operation of the board itself.
(d) Authority. Each committee may exercise the specific board authority which the board of directors confers upon the committee in the resolution creating the committee. Provided, however, a committee may not:
(1) approve the dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation’s assets;
(2) elect, appoint, or remove directors or fill vacancies on the board of directors or on any of its committees; or
(3) adopt, amend, or repeal the articles or bylaws.
Section 5.15 - Compensation, Loans to, or Guarantees for Directors
(a) Director Compensation. The board of directors may, upon approval of the majority of that board, pay each director expenses, if any, of services rendered requiring or entailing his personal resources. A director may not serve the corporation as an employee and receive compensation, unless voted on and approved by a majority vote of the corporation’s total membership.
(b) Loans to or Guaranties for Directors. The corporation may not lend money to or guarantee the obligation of a director of the corporation.
ARTICLE VI. OFFICERS
Section 6.1 - Number of Officers
The officers of the corporation shall be a chair, a vice-chair, a secretary, and a treasurer. The board of directors shall appoint each of these officers. The board may appoint other officers and assistant officers if it deems it necessary. If the board of directors specifically authorizes an officer to appoint one or more officers or assistant officers, the officer may do so. The same individual may simultaneously hold more than one office in the corporation.
Section 6.2 - Appointment and Term of Office
The board of directors shall appoint officers of the corporation for a term that the board determines. If the board does not specify a term, the officers shall hold office for one year or, within that year, until they resign, die or are removed in a manner provided in section 6.3 of Article VI.
A designation of a specified term does not grant to the officer any contract rights, and the board can remove the officer at any time prior to the termination of the designated term.
Section 6.3 - Removal of Officers
The board of directors may remove any officer or agent any time, with or without cause. The removal shall be without prejudice to the contract rights, if any, of the person removed. A board’s appointment of an officer or agent shall not of itself create contract rights.
Section 6.4 - Chairperson
The chair shall be the principal executive officer of the corporation. The chair shall be subject to the control of the board of directors, and shall in general oversee, in good faith, the affairs of the corporation. The chair shall, when present, preside at all meetings of the members and of the board of directors. The chair may sign, with the secretary or any other proper officer of the corporation that the board has authorized, corporation deeds, mortgages, bonds, contracts, or other board authorized instruments.
Section 6.5 - The Vice-Chairperson
The vice-chair shall perform, in good faith, the chair’s duties if the chair-is absent, dies, is unable or refuses to act. If the vice-chair acts in the absence of the chair, the vice-chair shall have all presidential powers and be subject to all the restrictions upon the chair. (if the vice-chairperson is unable or refuses to act, then the secretary shall perform the presidential duties.) The vice-chair shall perform any other duties that the chair or board may assign to-the vice-chair.
Section 6.6 - The Secretary
The secretary shall in good faith: (1) create and maintain one or more books for the minutes of the proceedings of the board of directors; (2) provide that all notices are served in accordance with these bylaws or as required by law; (3) be custodian of the corporate records; (4) when requested or required, authenticate any records of the corporation; (5) keep a current register of the post office address of each director; and (6) in general perform all duties incident to the office of secretary and any other duties that the president or the board may assign to the secretary.
Section 6.7 - The Treasurer
The treasurer shall: (1) have charge and custody of and be responsible for all funds and securities of the corporation; (2) receive and give receipts for moneys due and payable to the corporation from any source, and deposit all moneys in the corporation’s name in banks, trust companies, or other depositories that the board shall select; (3) submit the books and records to a Certified Public Accountant or other accountant for annual audit or review; and (4) in general perform all of the duties incident to the office of treasurer and any other duties that the president or board may assign to the treasurer. if required by the board of directors, the treasurer shall give a bond for the faithful performance of the treasurer’s duties and as insurance against the misappropriation of funds. If a bond is required, it shall be in a sum and with the surety or sureties that the board of directors shall determine.
Section 6.8 - Loans to or Guarantees for Officers
The corporation may not lend money to or guarantee the obligation of an officer of the corporation.
ARTICLE VII. NOTIFICATION OF ATTORNEY GENERAL
Section 7.1 - Notification of Attorney General
The secretary of the corporation shall notify the attorney general of the State of Florida when dissolution, indemnification, merger, removal of directors, and the sale of assets (as defined in the Florida Not For Profit Corporation Act) occur. The secretary shall deliver notice in the manner required by each event and cooperate with the Attorney General in providing necessary information.
(a) Dissolution.
(1) In the event of dissolution, the secretary shall give the Attorney General written notice that the corporation intends to dissolve at or before the time the secretary delivers articles of dissolution to the secretary of state. The notice must include a copy or summary of the plan of dissolution.
(2) The corporation shall not transfer or convey assets as part of the dissolution process until 20 days after the secretary has given the written notice required by section 7.1(1)(i) to the Attorney General or until the Attorney General has consented in writing to the dissolution or indicated that the Attorney General will not take action in respect to transfer or conveyance, whichever is earlier.
(3) When the corporation has transferred or conveyed all or substantially all of its assets following approval of dissolution, the board shall deliver to the Attorney General a list showing those, other than creditors, to whom the corporation transferred or conveyed assets. The list must indicate the address of each organization, other than creditors, who received assets.and an indication of what assets each received.
(b) Indemnification
The secretary of the corporation must give the Attorney General written notice of its proposed indemnification of a director. The corporation may not indemnify a director until 20 days after the effective date of the written notice.
(c) Removal of Directors
The secretary of the corporation must give written notice to the Attorney General if the corporation commences a proceeding to remove any director by judicial proceeding.
(d) Sale of assets
The secretary of the corporation must give written notice to the Attorney General 20 days before it sells, leases, exchanges, or otherwise disposes of all or substantially all of its property if the transaction is not in the usual and regular course of its activities, unless the Attorney General has given the corporation a written waiver of this subsection.
ARTICLE VIII. INDEMNIFICATION OF DIRECTORS, OFFICERS AGENTS, AND EMPLOYEES
Section 8.1 - Indemnification of Directors
(a) General. An individual made a party to a proceeding because the individual is or was a director of the corporation may be indemnified against liability incurred in the proceeding, but only if the indemnification is both:
(1) determined permissible and
(2) authorized, as defined in subsection (b) of this section 8.1 (The indemnification is further subject to the limitation specified in subsection (d) of section 8.1.)
(b) Determination and Authorization. The corporation shall not indemnify a director under section 8.1 of Article VIII unless:
(1) Determination. Determination has been made in accordance with procedures set forth in the Florida Not For Profit Corporation Act that the director met the standard of conduct set forth in subsection (c) below, and
(2) Authorization. Payment has been authorized in accordance with procedures listed in the Florida Not For Profit Corporation Act based on a conclusion that the expenses are reasonable, the corporation has the financial ability to make the payment, and the financial resources of the corporation should be devoted to this use rather than some other use by the corporation.
(c) Standard of Conduct. The individual shall demonstrate that:
(1) the individual acted in good faith; and
(2) the individual reasonably believed:
(i) in acting in an official capacity with the corporation, that the individuals conduct was in the corporation’s best interests;
(ii) in all other cases, that the individuals conduct was at least not opposed to the corporation’s best interests; and
(iii) in the case of any criminal proceeding, that the individual had no reasonable cause to believe that the conduct was unlawful.
A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in or beneficiaries of the plan is conduct that satisfies the requirement of subsection (c)(2)(ii).
The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contenders or its equivalent, is not, of itself, a determination that the director did not meet the standard of conduct described in this section.
(d) No indemnification Permitted in Certain Circumstances. The corporation shall not indemnify a director under section 8.1 of Article VIII if:
(1) the director was adjudged liable to the corporation in a proceeding by or in the right of the corporation; or
(2) the director was adjudged liable in any other proceeding charging that the director improperly received personal benefit, whether or not the individual acted in an official capacity.
(e) Indemnification Limited. Indemnification permitted under section 8.1 of Article VIII in connection with a proceeding by the corporation or in the right of the corporation is limited to the reasonable expenses incurred in connection with the proceeding.
Section 8.2 - Advance Expenses for Directors
The company may pay for or reimburse, in advance of final disposition of the proceeding, the reasonable expenses incurred by a director who is a party to a proceeding if:
(1) by following the procedures of the Florida Not For Profit Corporation Act the board of directors determined that the director met requirements (3)-(5) listed below; and
(2) the board of directors authorized an advance payment to a director; and
(3) the director has furnished the corporation with a written affirmation of the director’s good faith belief that the director has met the standard of conduct described-in section 8.1 of Article VIII; and
(4) the director has provided the corporation with a written undertaking, executed personally or on the director’s behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; the director’s undertaking must be an unlimited general obligation, but need not be secured, and the corporation may accept the undertaking without reference to financial ability to make repayment; and
(5) the board of directors determines that the facts then known to it would not preclude indemnification under section 8.1 of this Article VIII or the Florida Not For Profit Corporation Act.
Section 8.3 - Indemnification of Officers, Agents and Employees
The board of directors may choose to indemnify and advance expenses to any officer, employee, or agent of the corporation applying those standards described in sections 8.1 and 8.2 of Article VIII.
Section 8.4 - Mandatory Indemnification
Notwithstanding any other provisions of these bylaws, the corporation shall indemnify a director or officer, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director or officer was a party because he or she is or was a director or officer of the corporation, against expenses incurred by the director or officer in connection with the proceeding.
ARTICLE IX. CONTRACTS, LOANS, CHECKS AND DEPOSITS;
SPECIAL CORPORATE ACTS
Section 9.1 - Contracts
The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instruments in the name of and on behalf of the corporation and such authorization may be general or confined to specific instruments.
Section 9.2 - Loans
The corporation shall not allow anyone to contract on behalf of it for indebtedness for borrowed money unless the board of directors authorizes such a contract by resolution. The corporation shall not allow anyone to issue evidence of the corporation’s indebtedness unless the board of directors authorizes the issuance by resolution. The authorization may be general or specific.
Section 9.3 - Checks, Drafts, etc.
The board of directors shall authorize by resolution which officer(s) or agent(s) may sign and issue all corporation checks, drafts or other orders for payment of money, and notes or other evidence of indebtedness. The board of directors shall also determine by resolution the manner in which these documents will be signed and issued.
Section 9.4 - Deposits
The treasurer of the corporation shall oversee the deposit of all funds of the corporation, in banks and other depositories; the board of directors shall authorize by board resolution the exact location of the banks and depositories.
ARTICLE X. PROHIBITED TRANSACTIONS
Section 10.1 - Prohibited Transactions
(a) Prohibition Against Sharing in Corporation Earnings. No director, officer, employee, committee member, or person connected with the corporation shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation; provided that this shall not prevent the corporation’s payment to any person of reasonable compensation for services rendered to or for the corporation in effecting any of its purposes as determined by the board of directors.
(b) Other Prohibitions. Neither the corporation, nor its directors, nor its officers have any power to cause the corporation to do any of the following with Related Parties:
(1) make any substantial purchase of securities or other property, for more than adequate consideration in money or money’s worth;
(2) sell any substantial part of its assets or other property, for less than an adequate consideration in money or money’s worth.
For the purpose of this subsection, Related Parties means any person who has made a substantial contribution to the corporation, or with a brother, sister, spouse, ancestor, or lineal descendant of the person giving, or with a corporation directly or indirectly controlled by the person giving.
Section 10.2 - Prohibited Activities.
Notwithstanding any other provisions of these bylaws, no director, officer, employee or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an exempt organization under section 501(c)(3) of the Internal Revenue Code of 1986 and its regulations as they now exist or as they may later be amended, or by an organization, contributions to which are deductible under section 170(d)(2) of the Internal Revenue Code of 1986 and regulations as they now exist or as they may later be amended.
Section 10.3 - Corporate Funds Used For Indemnification.
Corporate funds may be used to benefit officers and directors by way of indemnification, but only if such indemnification is authorized by Article VIII of these bylaws.
ARTICLE XI. MEMBERSHIPS
Section 11.1 – Requirements
FOSNI is primarily an organization of the laity. From time to time, pastors and ministers will be requested to serve as spiritual advisors.
There shall be no membership dues imposed at any time. Having agreed to that, all members, whether prospective or actual, must prioritize the need to serve his fellowman, through the auspices and according to the charter of FOSNI, by example and specific assistance, primarily after the need to fulfill family obligations.
A member must lead, co-lead, or support in a major manner, in, at least, one organizational project every calendar year. This means a willingness to contribute time and creativity in a meaningful way.
A member, or director, must strongly hold himself/herself accountable to the organizational code of ethics and conduct.
There shall be no age restrictions for membership.
Section 11.2 – Code of Ethics and Conduct
Ethics, both individual and organizational, are at the heart of delivering effective humanitarian assistance. The individual is an important figure in this process of defining and effecting ethical behavior. The organizational entity is also an integral part of this equation and must actively contribute to the development of the guiding ethos. If the code is to become the significant resource it is intended to be, it is necessary that a process of dialogue and discussion be in place to enhance the potential for the marriage of the ethical systems of both the organizational entity and the individual practitioner.
Therefore, although the following rules for conduct must, perforce, initially guide our thoughts and actions in fulfilling the charter of our calling, these rules of conduct will, in no way, be permanent and unchanging. Other than it serve the objectives of our organization, as laid down by the mission statement, the following universal rules can be, yet only by a quorum of directors, changed and updated as necessary for the specific improvement of service of the organization:
1. To maintain the highest standards of ethical conduct in fulfilling our commission.
2. To maintain the highest standards of integrity and truthfulness in service.
3. To adhere to the principle of equal benefit for all parties concerned, and to regard a sense of fulfillment as greater than, or equal to, any financial value.
4. To develop realistic and practical solutions to possible conflicts engendered during the commission of a particular service, and to explicitly see that these solutions do not harm or neglect both those who serve and those who are served.
5. To always respect the rights and beliefs of every individual; member, director, or otherwise.
All individuals and organizations accepted into the Friends of Santo Nino must agree to abide by the preceding code as their minimum standard of conduct.
ARTICLE XII. GOVERNANCE AND OVERSIGHT
Section12.1 This section seeks to ensure that the board is active, independent and free of self-dealing. The organization shall follow these additional stipulations:
(a) The Board of Directors will serve as its own oversight committee of the charity’s operations and its staff. Indication of adequate oversight shall include, but is not limited to, regularly scheduled appraisals of every officer’s performance, evidence of disbursement controls such as board approval of the budget, fund raising practices, establishment of a conflict of interest policy, and establishment of accounting procedures sufficient to safeguard charity finances.
(b) There shall not be more than one or 10% (whichever is greater) directly or indirectly compensated person(s) serving as voting member(s) of the board. Compensated members shall not serve as the board’s chair or treasurer.
(c) There shall be no transaction(s) in which any board or staff members have material conflicting interests with the charity resulting from any relationship or business affiliation. Factors that will be considered when concluding whether or not a related party transaction constitutes a conflict of interest and if such a conflict is material, shall include, but are not limited to: any arm’s length procedures established by the charity; the size of the transaction relative to like expenses of the charity; whether the interested party participated in the board vote on the transaction; if competitive bids were sought and whether the transaction is one-time, recurring or ongoing.
SECTION XIII. MEASURING EFFECTIVENESS OF SERVICE
Section 13.1 Friends of Santo Nino, Inc. shall regularly assess its effectiveness in achieving its mission. This section seeks to ensure that Friends of Santo Nino, Inc. has defined, measurable goals and objectives in place and a defined process in place to evaluate the success and impact of its program(s) in fulfilling the goals and objectives of the organization and that also identifies ways to address any deficiencies. The following requirements shall address this concern:
(a) An assessment, to be held at the last board meeting of every calendar year, shall be conducted to measure FOSNI’S performance and effectiveness. Furthermore, this assessment will include the determination of future actions required to enhance or achieve our mission.
(b) A written report, signed by the Board of Directors, shall be posted in an accessible manner, outlining the results of the aforementioned performance and effectiveness assessment, and recommendations for future actions.
SECTION XIV. FINANCIAL STANDARDS
Section 14.1 This section will ensure that Friends of Santo Nino, Inc. spends its funds honestly, prudently and in accordance with statements made in fund raising appeals. To meet these standards, the organization shall:
(a) Spend at least 65% of its total expenses on program activities.
(b) Spend no more than 35% of related contributions on fund raising. Related contributions include donations, legacies, and other gifts received as a result of fund raising efforts.
(c ) Avoid accumulating funds that could be used for current program activities. To meet this standard, the charity’s unrestricted net assets available for use should not be more than three times the size of the past year’s expenses or three times the size of the current year’s budget, whichever is higher.
(d ) Shall provide evidence to demonstrate that its use of funds is reasonable if it does not meet the standards stipulated in (a), (b), and (c) of this section.
(e) Shall make available to all, on request, complete annual financial statements prepared in accordance with generally accepted accounting principles. When total annual gross income exceeds $250,000, these statements shall be audited in accordance with generally accepted auditing standards. If the annual gross income is less than $250,000, a review by a certified public accountant shall be done. If the annual gross income is less than $100,000, an internally produced, complete financial statement shall be posted in an accessible manner.
(f) Shall include in the financial statements a breakdown of expenses (e.g., salaries, travel, postage, etc.) that shows what portion of these expenses was allocated to program, fund raising, and administrative activities. If the charity has more than one major program category, the schedule shall provide a breakdown for each category.
(g) Shall accurately report the charity’s expenses, including any joint cost allocations, in its financial statements. For example, audited or unaudited statements which inaccurately claim zero fund raising expenses or otherwise understate the amount a charity spends on fund raising, and/or overstate the amount it spends on programs will not meet this standard.
(h) Shall have a board-approved annual budget for every current fiscal year, outlining projected expenses for major program activities, fund raising, and administration.
SECTION XV. FUND RAISING STANDARDS
Section 15.1 A fund raising appeal is often the only contact a donor has with a charity and may be the sole impetus for giving. This section of the standards seeks to ensure that FOSNI’s representations to the public are accurate, complete and respectful. To meet these standards, Friends of Santo Nino, Inc. shall:
(a) Have solicitations and informational materials, distributed by any means, that are accurate, truthful and not misleading, both in whole and in part. FOSNI’s appeals shall include a clear description of program(s) for which contributions are sought.
(b) Substantiate that the timing and nature of FOSNI’s expenditures are in accordance with what is stated, expressed, or implied in its solicitations.
(c ) Have an annual report available to all, on request, that shall include:
(1) FOSNI’S mission statement,
(2) a summary of the past year’s program service accomplishments,
(3) financial information that shall (i) total income in the past fiscal year, (ii) expenses in the same program, fund raising and administrative categories as in the financial statements, and (iii) ending net assets.
(4) include on any charity websites that solicit contributions, the same information that is recommended for annual reports, as well as the mailing address of the charity and electronic access to its most recent IRS Form 990.
(5) address privacy concerns of donors by
(x) providing in written appeals, at least annually, a means (e.g., such as a check off box) for both new and continuing donors to inform the charity if they do not want their name and address shared outside the organization, and
(xx) providing a clear, prominent and easily accessible privacy policy on any of its websites that tells visitors (i) what information, if any, is being collected about them by the charity and how this information will be used, (ii) how to contact the charity to review personal information collected and request corrections, (iii) how to inform the charity (e.g., a check off box) that the visitor does not wish his/her personal information to be shared outside the organization, and (iv) what security measures the charity has in place to protect personal information.
(6) clearly disclose how FOSNI benefits from the sale of products or services (i.e., cause-related marketing) that state or imply that FOSNI will benefit from a consumer sale or transaction. Such promotions shall disclose, at the point of solicitation, the actual or anticipated portion of the purchase price that will benefit the charity (e.g., 5 cents will be contributed to abc charity for every xyz company product sold),
(7) Respond promptly to and act on complaints brought to its attention by accredited auditing agencies about fund raising practices, privacy policy violations and/or other issues.
SECTION XVI. AMENDMENTS
Section 16.1 - Amendments
These bylaws may be amended, altered, repealed or enhanced by an affirmative vote of a simple majority of the entire board of directors.
These bylaws were adopted by the unanimous consent of the board of directors on March 14, 2005.
Articles of Incorporation of
FRIENDS OF SANTO NIŇO, Inc.
A Florida Not for Profit Corporation
ARTICLE ONE. NAME.
The name of this corporation is Friends of Santo Niňo, Inc.
ARTICLE TWO. STATEMENT OF CORPORATE NATURE.
This is a nonprofit corporation organized solely for general charitable purposes pursuant to the Florida Not For Profit Corporation Act set forth in Part I of Chapter 617 of the Florida Statutes.
ARTICLE THREE. PURPOSES.
The specific and primary purposes for which this corporation is formed are to operate for the advancement of education and for other charitable purposes, and particularly for cooperative and collaborative endeavors among and between the Filipino-American communities of the Southeastern United States, irregardless of race and religious persuasion, for the benefit of the youth and elderly sector of the aforementioned region and the Philippines.
The general purposes for which this corporation is formed are to operate exclusively for such educational and charitable purposes as will qualify it as an exempt organization under Section 501 ( c ) ( 3 ) of the Internal Revenue Code of 1954 or corresponding provisions of any subsequent federal tax laws, including, for such purposes, the making of distributions to organizations qualifying as tax-exempt organizations under that Code.
This corporation shall not, as a substantial part of its activities, carry out propaganda or otherwise attempt to influence legislation; nor shall it participate or intervene (by publication or distribution of any statements or otherwise) in any political campaign on behalf of any candidate for public office.
ARTICLE FOUR. DEDICATION OF ASSETS.
The property of this corporation is irrevocably dedicated to educational and 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 member thereof, or any private individual.
ARTICLE FIVE. MEMBERSHIP.
The corporation shall have a membership distinct from the board of directors. Membership is both individual and institutional, and is open to any individual or group in the United States, contributing resources and means as provided for in the bylaws and agreeing to be bound by the articles of incorporation of this corporation, by its bylaws, and by such rules and regulations as the directors may form, or adopt.
The directors shall, from time to time, prescribe the form and manner in which application may be made for membership.
ARTICLE SIX. LOCATION OF INITIAL REGISTERED
Office and Name of Initial Registered Agent
The street address of the initial registered office of the corporation is 5250 Jog Lane, Delray Beach, State of Florida, 33484.
The mailing address of the initial registered office of the corporation is 5250 Jog Lane, Delray Beach, State of Florida, 33484.
The name of the initial registered agent at such address is Bella Simbajon.
ARTICLE SEVEN. INITIAL DIRECTORS.
There shall be five directors constituting the initial board of directors.
The name and address of each person who is to serve as an initial director are:
Bella Simbajon
5250 Jog Lane,
Delray Beach, Fl 33484
Email: bellesim@bellsouth.net
Marivic Penserga
1429 SW 25th way 12-A
Boynton Beach, Fl 33426
Email: ivicpen@aol.com
William Manubag
6503 Barton Creek Cir
Lake Worth, FL 33463
Email: wmanubag@aol.com
Robert Boles Macapayag
7082 Geneva Lakes Ct.
Lake Worth, Florida 33467
Bobmac237@aol.com
Ree Joy Baldonado
5338 Tennis Lane,
Delray Beach, Fl 33484
Email: rejoi@quietrivers.com
ARTICLE EIGHT. INCORPORATORS.
The names and addresses of the incorporators of this corporation are the same as the names and addresses of the initial directors listed in Article Seven of these Articles of Incorporation.
ARTICLE NINE. MANAGEMENT OF CORPORATE AFFAIRS.
(A) Board of Directors. The powers of this corporation shall be exercised, its properties controlled, and its affairs conducted by a board of directors. The number of directors of the corporation shall be seven; provided, however, that such a number may be changed by a bylaw duly adopted by the members.
The directors named in Article Seven shall hold office until the first annual meeting of members to take place after incorporation. Prior to that meeting, an election of directors shall take place, according to provisions of the bylaws of the corporation.
Directors elected in the first election, and at all times thereafter, shall serve for a term of two years; except that the bylaws may provide for a different term of office for some of the directors elected in the first election following incorporation, in order to introduce a system of staggered terms for directors.
(B) Corporate Officers. The members of the corporation shall elect the following officers: Chair, Vice-Chair, Secretary, and Treasurer, and such other officers as the bylaws of this corporation may authorize the members to elect from time to time. Such officers shall be initially elected, prior to the first annual meeting of members to take place after incorporation, in an election held according to the provisions of the bylaws of the corporation. Until such election is held, the following persons shall serve as corporate officers (appended signatures to signify each respective individual’s capacity and readiness to serve):
Chair: Bella Simbajon
Vice-Chair: William Manubag
Secretary: Marivic Penserga
Treasurer: Robert Boles Macapayag
ARTICLE TEN. DISTRIBUTION OF ASSETS.
Upon the dissolution or winding up 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 organized and operated exclusively for the same charitable purposes which has established its tax exempt status under Section 501 ( c )
( 3 ) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.
ARTICLE ELEVEN. AMENDMENT OF ARTICLES.
Amendments to these articles of incorporation may be proposed by a resolution adopted by the Board of Directors and presented to the members for their vote, or by a petition signed by one-third of the members of the corporation. Amendments may be adopted by the vote of two-thirds of the members of the corporation.
We, the undersigned, being the incorporators of this corporation, for the purpose of forming this nonprofit charitable corporation under the Laws of the State of Florida have executed these articles of incorporation on March 14, 2005.
Bella Simbajon
William Manubag
Marivic Penserga
Robert Boles Macapayag
Ree Joy Baldonado