BY-LAWS OF GLBT HISTORY MUSEUM OF CENTRAL FLORIDA, INC. |
A NOT-FOR-PROFIT CORPORATION
ARTICLE I - ORGANIZATION
Section 1. The name of the organization shall be GLBT HISTORY MUSEUM OF CENTRAL FLORIDA, INC.
Section 2. The official seal of the corporation shall consist of the words "GLBT History Museum of Central Florida, Inc." inscribed within two concentric circles with the words "CORPORATE SEAL" inscribed inside the innermost circle.
Section 3. The organization may at its pleasure by a vote of 75% of the membership body, change its name.
Section 4: The principal office of the corporation and its registered agent shall be located in the region of Central Florida, defined as the counties of, Orange, Osceola, Seminole, Lake, Brevard, Volusia, Polk, Sumter, Marion and Flagler. This designation may be changed from time to time only by official action of the Board of Directors with the filing of an appropriate certificate with the Florida Secretary of State.
Section 5: The corporation is chartered as a nonprofit corporation under and by virtue of the laws of the State of Florida. In accordance with Internal Revenue Code of 1986 Section 501(c)(3), the purposes of this corporation are limited to educational and public, not-for-profit activities.
ARTICLE II - PURPOSES
Section 1: The following are the purposes for which this organization has been organized: Our mission is to collect, preserve and exhibit the Gay, Lesbian, Bisexual and Transgender communities history in Central Florida. We are dedicated to collecting memorabilia, preserving and providing for research the documentary record, and displaying with pride that community's social and historical contributions, so our legacy is not forgotten.
Section 2: No activity of the corporation shall support political campaigns on behalf of any candidate for public office; restrict membership on the basis of race, religion, gender or national origin, handicap, sexual orientation; or do anything to disqualify its tax-exempt status pursuant to Section 501(c)(3) of the Internal Revenue Code.
ARTICLE III - MEMBERSHIP
Section 1: Any person expressing an interest in the preservation and promotion of Gay Lesbian Bisexual and Transexual history shall be eligible for membership in the corporation.
Section 2: Membership shall be for a period of twelve months, commencing with the month in which the membership fee is received.
Section 3: Categories of membership and their respective fees shall be determined by the board and the board reserves the right to adjust those fees from time-to-time.
Section 4: Upon application, payment of annual dues and acceptance by the Board of Directors, each category of membership shall have one vote on motions before regular and special scheduled meetings of the corporation. Membership is not transferable and does not allow any rights or interest in the assets or income of the corporation. No proxy votes are permitted.
Section 5: Upon motion and approval by the Board of Directors, an Honorary Life Membership may be conferred upon a member or nonmember who has rendered singular and extraordinary service to the corporation. Honorary Life Members shall enjoy all privileges and benefits of regular members without further payment of individual annual membership fees.
ARTICLE IV - MEETINGS
Section 1: ANNUAL MEETING - An annual meeting of the membership shall be held in January of each year. The business agenda shall include reports by the President, Secretary, and Treasurer; the election of Directors and the Directors’ election of the board’s officers; and such other actions as may be necessary and properly presented according to these Bylaws. The Secretary shall cause to be mailed to every member in good standing at his/her address or valid email as it appears in the membership roll book in this organization a notice telling the time and place of such annual meeting with no less than fourteen (14) days and no more than twenty-one (21) days published notice of the place, date and time.
Section 2: SPECIAL MEETINGS - Upon request of the President, a majority of the Board of Directors or ten (10) percent of the membership, a special meeting shall be held when deemed necessary and beneficial to the corporation. Notice of the agenda shall be mailed to all members not less than seven (7) days before the designated place, date and time for the special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom it was called. At the request of 50 percent of the members of the Board of Directors or 50 percent of the members of the organization, the president shall cause a special meeting to be called but such request must be made in writing at least ten (7) days before the requested scheduled date. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
Section 3: QUORUM - Upon action by the President, a quorum for the conduct of business shall be declared at each official corporate meeting. A simple majority of those voting members present shall suffice for action on any motion presented, unless otherwise stipulated in these Bylaws.
Section 4. PARLIAMENTARY RULE - Robert's Rules of Order (current edition) shall be followed in all meetings of the corporation and its committees,
Section 5. REGULAR MEETINGS - Regular meetings of this organization shall be held on a monthly basis or as determined by the board of directors.
ARTICLE V - VOTING
Section 1: VOICE VOTES - At all meetings, except for the election of officers and directors, all votes shall be by voice. For election of officers, ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot.
Section 2: BALLOT VOTES - At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of officers and directors. At all votes by ballot the chairman of such meeting shall, prior to the commencement of balloting, appoint a committee of three who shall act as "Inspectors of Election" and who shall, at the conclusion of such balloting, certify in writing to the Chairman the results and the certified copy shall be physically affixed in the minute book to the minutes of that meeting. No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.
ARTICLE VI - ORDER OF BUSINESS
1. Roll Call.
2. Reading of the Minutes of the preceding meeting.
3. Reports of Committees.
4. Reports of Officers.
5. Old and Unfinished Business.
6. New Business.
ARTICLE VII - BOARD OF DIRECTORS
Section 1: The business of this organization shall be managed by a Board of Directors consisting of at least seven  and no more than eleven (11) members, inclusive of the officers of this organization. At least one of the directors elected shall be a resident of the State of Florida and a citizen of the United States.
Section 2: ELECTION AND TERMS OF DIRECTORS – The Board of Directors shall be elected by the membership of the organization. The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organization and they shall serve for a term of 2 (two) years . No individual may serve more than 3 consecutive two-year terms.
Section 3: ELECTION AND TERMS OF OFFICERS - Officers of the organization shall be chosen by the members of the Board of Directors at the annual meeting of the organization and shall serve for a term of 1 (one) year. There is no limit as to the number of terms an individual may serve in the same office.
4: The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice of at least 7 (seven) days to all the directors of such meeting.
Section 5: 50% percent of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held monthly at a time and day to determined by the board of Directors.
Section 6: Each director shall have one vote and such voting may not be done by proxy.
Section 7: The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.
Section 8: Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the year.
Section 9: The President of the organization by virtue of his office shall be Chairman of the Board of Directors.
Section 10: A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the organization.
Section 11: Each Director must remain a member of the organization in good standing during their entire term of office.
Section 12: Each Director is expected to attend all regularly scheduled and special called meetings of the Board. Absence by a director from  consecutive board meetings, will constitute an automatic resignation from the Board of Directors at the adjournment of that meeting, unless waived by vote of prior to adjournment.
Section 13: Commitment and Ethics Rule - Each Director must maintain a high commitment to the stated mission and goals of organization and exhibit the highest ethical standards in the conduct of business as suggested in the most recent American Association of Museums (AAM) "Code of Ethics for Museums." Those Directors brought into question under this rule shall have a hearing before a special committee of the Board and, when their behavior is judged to be in conflict with the AAM Code of Ethics or incompatible with the best interest of the corporation, shall be removed from the Board of Directors. Members of the Board of Directors will be required to sign a Conflict of Interest Form each year and to disclose any relationships that may be interpreted as a potential conflict of interest.
ARTICLE VIII - OFFICERS
Section 1: The initial officers of the organization shall be as follows:
Section 2: All such officers must be duly elected from among voting members of the Board of Directors. No individual shall concurrently hold more than one office.
Section 3: Duties of Officers
The President shall
· Preside at all membership meetings.
· He/She shall by virtue of his office be Chairman of the Board of Directors.
· He/She shall present at each annual meeting of the organization an annual report of the work of the organization.
· He/She shall appoint all committees, temporary or permanent.
· He/She shall see all books, reports and certificates required by law are properly kept or filed.
· He/She shall be one of the officers who may sign the checks or drafts of the organization.
· He/She shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.
· The role of the president is to ensure that the mission of the organization is advanced, and that the board is assessed on the following criteria”
· Board roles and responsibilities
· Mission, vision and services
· A strategic plan that is regularly monitored as to the organization’s progress towards satisfying the goals in the strategic plan
· Financial Responsibilities
· Fund Raising Responsibilities
The Vice President shall in the event of the absence or inability of the President to exercise his office become acting president of the organization with all the rights, privileges and powers as if he had been the duly elected president. The vice president shall work with the Treasurer to implement and maintain internal controls and serve to maintain a duality of control over the accounting process and cash management.
The Secretary shall
· Keep the minutes and records of the organization in appropriate books. Minutes of meetings shall be distributed, or made available for publication, within 10 (ten) business days following the meeting.
· The secretary shall record results of all elections and keep records of which positions are to be elected within any one year. For the purposes of matching recordkeeping with the financial records, the secretary will organize records according to the fiscal year of the organization.
· It shall be his duty to file any certificate required by any statute, federal or state.
· He/She shall give and serve all notices to members of this organization.
· He/She shall the official custodian of the records and seal of this organization. This will include documents that must be made available for public inspection and copies of the corporate records, including but not limited to:
1. the Bylaws,
2. a current copy of the organization’s Articles of Incorporation,
3. the State of Florida Corporate Registration
4. The Florida Sales Tax Exemption Certificate
5. The most recent IRS 990
6. The organization’s most recent filing with the Department of Agriculture and Consumer Services
· The secretary shall be responsible for assembling and maintaining the business archives of the organization
· He/She may be one of the officers required to sign the checks and drafts of the organization.
· He/She shall present to the membership at any meetings any communication addressed to him as Secretary of the organization.
· He/She shall submit to the Board of Directors any communications which shall be addressed to him as Secretary of the organization.
· He/She shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.
· He/She shall retrieve all mail on a regular basis.
The Treasurer shall
· Have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization.
· He/She shall cause to be deposited in a regular business bank or trust company a sum not exceeding $5
,000 and the balance of the funds of the organization shall be deposited in interest-bearing accounts except that the Board of Directors may cause such funds to be invested in such investments as shall be legal for a non-profit corporation in this state.
· As keeper of accurate individual membership financial records, the treasurer will also be responsible for maintenance of membership lists and maintain a list of current paid members.
· The Treasurer will be responsible for preparing an annual budget based on previous and anticipated revenues and expenses and presenting it to the board of directors for approval at the December meeting, to be implemented at the beginning of the fiscal year in January.
· The Treasurer will be responsible for sending invoices to renew members in November of each year (membership is based on the organization’s fiscal year, January 1 to December 31).
· The Treasurer will reconcile the accounts on a monthly basis and provide the following reports to the board of directors at their monthly meeting and have it available to the membership at the annual membership meeting:
o a balance sheet
o profit and loss statement
o budget to actual comparison
o breakdown of revenues and expenses for special activities
· The Treasurer will be responsible for timely completion of the organization’s IRS 990 which will be due on April 15.
· The Treasurer will be responsible for submitting the renewal of our annual registration with the Florida Department of Agriculture and Consumer Services.
· The Treasurer will be responsible for submitting the annual renewal of the organization’s corporate registration with Florida Department of State, Division of Corporations.
· The Treasurer will be responsible for renewing as necessary, the organization’s State of Florida sales tax exemption from the Florida Department of Revenue
· The Treasurer will be responsible for maintaining internal controls for special events and account reconciliation in conjunction with the vice president
· The Treasurer will be responsible for annually evaluating the organization’s risk exposure and insurance needs and make recommendations for insurance coverage to the board of directors.
· He/She shall exercise all duties incident to the office of Treasurer.
Section 4: Officers shall by virtue of their office be members of the Board of Directors.
Section 5: No officer shall for reason of his office be entitled to receive any salary or compensation, except on occasion for reimbursable certain expenses directly related to the mission and purposes of the corporation as may be approved by the Board of Directors. Nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer.
ARTICLE IX - SALARIES
Section 1: The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary for the conduct of the business of the organization.
ARTICLE X - COMMITTEES
All committees of this organization shall be appointed by the Board of Directors and their term of office shall be for a period of one year or less if sooner terminated by the action of the Board of Directors.
Section 1: Membership Committee - shall have a responsibility to identify and encourage others to join organization and keep the membership informed about ongoing activities. Therefore, an important function of this committee, or its subcommittee, shall be to periodically publish a newsletter, brochures and related promotional materials.
Section 2: Finance Committee - shall have a responsibility to advise the Board on appropriate budgeting and accounting practices as a nonprofit corporation. Other functions of this Committee shall be to propose an annual budget, monitor income and expenditures and recommend an auditor to conduct the annual audit as specified in these Bylaws. The Treasurer of the corporation shall serve as a voting member of this committee.
Section 3: Resource Development Committee - shall have the responsibility of seeking funds necessary for the operation and maintenance of the organization. This function may be accomplished through governmental budgets, grants, corporate sponsors, personal contributions, in-kind services, special fundraising events and similar resources.
Section 4: Facilities & Property Committee - shall assist staff, officers, and directors with the acquisition and maintenance of corporate properties and facilities and conduct an annual equipment inventory. The committee shall also submit recommendations to the Board on leases, licenses, insurance, real property purchases and similar related matters.
Section 5: Acquisitions & Collections Committee - shall be responsible for those policies, procedures and forms that provide for the acquisition, preservation, storage, security, cataloging and display of items donated or loaned to the museum. Other duties include oversight of an annual inventory of collections and the periodic assessment of preservation and conservation needs.
Section 6: Special Committees - Administrative, managerial, advisory and special project committees or subcommittees may be established by the Board Chair as deemed necessary for the efficient operation of the museum. Each committee thus created shall advise the Board of Directors on matters related to achieving the stated mission and goals of the organization.
Section 7: Committee Membership - The Board Chair shall appoint committee membership from among the corporation's members and designate the chair for each committee thus appointed, unless stipulated otherwise in these Bylaws. Committee Chairs shall be responsible for recording minutes of each meeting and providing a copy to the corporation Secretary.
Section 8: Terms of Committee Membership - Members of standing committees shall serve one year or until the next Annual Meeting of the corporation, whichever occurs first. At the discretion of the Board Chair, members of Standing Committees may continue to serve until a successor is appointed. Members of Special Committees shall serve for one year or less, as specified when the committee is established.
ARTICLE XI – FINANCE AND AUDITS
Section 1: The Corporation’s financial year shall commence on the first day of January and end on the thirty-first day of December in each calendar year.
Section 2: All funds and property held by the corporation are maintained in trust for the purposes authorized in its charter and only in accordance with its official Mission and Goals. Bequests, gifts, loans and donations must first meet published corporation "Guidelines for Donations." Each officer, employee, volunteer or its agent, having custody of corporation funds or property, is to be covered by an appropriate fidelity and forgery insurance bond carried at the expense of the corporation.
Section 3: Finances of the corporation shall be maintained in accordance with generally accepted accounting principles and its records shall be kept in such manner as to facilitate the preparation of quarterly financial reports for the Board of Directors and membership.
Section 4: All cash, restricted and reserve funds of the corporation shall be deposited in banks or depositories under the name of GLBT History Museum of Central Florida, Inc. Any and all disbursements from such accounts shall be made only by checks or similar money orders prepared by the Treasurer and signed by the President and Secretary or another designated person. The Treasurer is not to be an authorized signatory and shall have no authority to disperse funds. Only banks or depositories that are members of the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corp may be used, unless the Board of Directors consent to use another investment or depository.
Section 5: The accounts of this corporation shall be independently reviewed within 90 days of the end of each fiscal year provided, however, an additional ninety (90) days may be granted by a vote of the Board. Such audit shall be made by a competent, qualified financial professional or certified public accountant of recognized standing who is not an officer of the corporation. Upon written request, audit reports shall be made available to corporation members and to any appropriate judicial authority.
ARTICLE XII - COLLECTIONS AND ARTIFACTS
Section 1: All collections, artifacts, memorabilia, media, data, or collected research that is contributed, researched, or acquired by donors, non-members, members, directors, and officers shall become the property of the corporation. No member, director, officer, or employee of the corporation shall acquire an interest or claim to anything acquired by the corporation for its collection.
ARTICLE XIII = DISSOLUTION OF THE CORPORATION
Section 1: Following an affirmative vote in favor by two-thirds (2/3) of the corporation membership, the Board of Directors shall call a special meeting for the sole purpose to voluntarily dissolve this corporation. At that time all assets and funds, along with all minutes and records, shall be promptly transferred into the custody of an organization or agency designated by the Board of Directors. In this rule, every attempt will be made to satisfy the corporation's mission.
Section 2: In the event no Board of Directors exist, or the Board of Directors refuse or fail in a reasonable period to dissolve the corporation, upon application by any officer or member, the Superior Court of Orange County shall dissolve the corporation in a manner consistent with the above rule and in accordance with Section 501(c)(3) of the Internal Revenue Code of 1986.
Section 3: Properties, collections, artifacts, and electronic media, and associated digital files, shall be distributed to one, or multiple non-profit organization(s) whose purpose matches that of the organization as detailed in Article II, Section 1 of these bylaws.
ARTICLE XIV - AMENDMENTS
These By-Laws may be altered, amended, repealed or added to by an affirmative vote of not less than 50% percent of the members at an annual or special meeting.