membres

Club canadien-français de Lake Worth Inc., operating as

           CLUB CANADIEN-FRANÇAIS DE LAKE WORTH

CORPORATE BY-LAWS

 

Article1:   Meeting of Members

 

  1.  Annual Meeting   The annual general meeting (AGM) of members (Assemblée générale annuelle –  AGA) of the above named non-profit corporation (hereinafter referred to as  Club) will normally be held in February but no later than March 31st of each year.  The Club will hold annual general meetings of members for the election of directors, the presentation of annual financial statements and such other business as may come before the meeting.Special Meetings    Special meetings will be held when directed by the Board of directors(Board) or at least ten (10) percent of the members entitled to vote, provided that saidpersons sign, date and deliver to the Club one or more written demands for the specialmeeting, describing the purpose (s) for which it is to be held.  A meeting requested bymembers of the Club will be called not less than 10 days and not more than 60 days after therequest is made, unless a different date is specified.  Such special meetings must occurbetween December 1 and April 15 of any given year.  The call for the meeting will be made by the secretary.
  2. Place   Meetings of members will be held at the principal place of business of the Club or such other place as is designated by the Board of directors.
  3. Date of Record and List of Members.  The Board of directors shall fix the date of record; however, in no event may a date of record be a date prior to the date on which the resolution fixing the record date is adopted.After fixing a date of record for a meeting, the secretary shall prepare an alphabetical list of the names of all members who are entitled to notice of a members’ meeting, arranged with the address of each  member. Said list shall be available for inspection in accordance with Florida law.
  4. Notice.  Written notice stating the place, day and hour of the meeting, and the purpose (s) for which said special meeting is called will be delivered not less than 10 nor more than 60 days before the meeting, either personally, by fax or by e-mail (with the consent of the member) or by first class mail, by or at the direction of the president or the secretary.
  5. Notice of Adjourned Meeting  When a meeting is adjourned to another time or place, it will not be necessary to give any notice of the adjourned meeting  provided that the time and  place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken.
  6. Member Quorum and Voting.  The presence of twenty-five percent (25 %) in person or by proxy and  entitled to vote  will constitute a quorum at a meeting of members. If a quorum of members as herein defined, is present, the affirmative vote of a simple majority of (50% + 1) of the members represented at the meeting and entitled to vote on the subject matterthereof will be the act of the members unless otherwise prescribed by by-law.
  7. Voting of Members.  Each member in good standing will be entitled to one vote on each matter submitted to a vote at a meeting of members.A  Member in good standing is :i)  a person having paid the annual dues and holding a valid membership card
    ii)  a member of the Board of Directors of the Club
    iii)  a life member, active or deemed active in the Club.
  8.  A Life Member  is deemed active if he or she has participated in one annual general meeting club or social event in the past 2 years, or show reasonable cause for not participating AND can demonstrate some acceptable attachment to Florida, as determined by the Board.
  9. Proxies   A member may vote either in person or by proxy provided that any and all proxies are executed in writing.  No proxy will be valid after the duration of 11 months from the date thereof unless otherwise provided in the proxy.
  10. Action by Members Without a Meeting.  REPEALED.
  11. Membership Termination.  Membership in the Club may be terminated if a member engages in any conduct or activity that materially interferes with or conflicts with the purpose of this Club, including but not limited to substantial and material violation of the By-laws and rules of this Club that may be adopted from time to time.  Termination of membership shall be recorded in the membership book of the corporation and the rights and privileges of a member ceases upon termination of membership.           Membership ends for a deceased member and the membership is not transferable.  Membership can be terminated by majority vote of the Board.
  12. Member Voting.   Except as otherwise provided herein, members are not entitled to vote.  A member who is entitled to vote may vote in person or may vote by proxy executed in writing by the member or by his  duly authorized attorney.  An appointment or a proxy is not valid after 11 months following the date of  its execution unless otherwise provided in the proxy.  If directors or officers are to be elected by    members, it is hereby provided that such elections may be conducted by mail.

ARTICLE 2:   DIRECTORS

 

  1.   Function.   All corporate (Club) powers, business, and affairs will be exercised, managed and directed under the authority of the Board of directors (Board).
  2.  Qualifications.   Directors must be natural persons of 18 years of age or older, a member in good standing, eligible to vote at a member meeting.
  3.  Compensation.   The Board of directors will have authority to fix the compensation for directors, agents, employees and officers of the Club.
  4. Presumption of Assent.  A director who is present at a meeting of the Board of directors when action is taken is deemed to have assented to the action taken unless:- such member objects, at the beginning of the meeting, to holding the meeting or transaction specified affairs at the meeting OR,- officially records his or her objection AND- such director voted against or abstained from the action taken.
  5. Number.   The Club will have a minimum of three (3) and a maximum of (9) directors.  The Board will set the number of directors.
  6. Election and Term.  Each person will hold office for two (2) years, until the AGM.
  7. Vacancies.   Any vacancy occurring on the Board of directors may be filled by the affirmative vote of the majority of the remaining directors, even though the remaining directors constitute less than a quorum, or by the sole remaining director, as the case may be, or if the vacancy is not so filled or if no director remains, by the members.  A director elected or appointed to fill a vacancy shall be elected or appointed for the unexpired term of his predecessor in office.   Any directorship to be filled by reason of an increase in the  number of directors may be filled by the Board of directors, but only for a term of office continuing until the  next election of directors by members.A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date, may be filled before the vacancy occurs; however, the director may not take office until the vacancy occurs.
  8. Removal and Resignation of Directors   Any member of the Board of directors may be removed from office with or without cause by the vote or agreement in writing by a majority of all votes of the membership.  Any director who is removed from the board shall not be eligible to stand for re-election until the second next AGM.Any director removed from office shall turn over to the board of directors within 72 hours any and all records of the Club in his possession. A director may resign at any time by delivering written notice thereof to the Board of directors or its the president.  Such a resignation is effective when the notice is delivered unless a later effective date is specified in the notice. If a resignation is made effective at a later date, the Board of directors may fill the pending vacancy before the effective date if the Board of directors provides that the successor does not take office until the effective date.
  9.  Quorum and Voting.   A majority of the number of directors fixed by these By-laws shall constitute a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is present will be the act of the Board of directors.
  10. Executive and Other Committees.  A resolution, adopted by a majority of the full Board of directors may designate from among its members an Executive Committee.  Normally the President, Vice-President, Secretary and Treasurer will constitute the Executive Committee.
  11. Place of Meeting.  Meetings of the Board of Directors will be held within or outside the State of Florida.
  12. Notice, Time and Call of Meetings. Regular meetings of the Board of directors will be held without notice on such dates as are designated by the Board.  Written notice of the time and place of special meetings of the Board will be given to each director by either personal delivery, e-mail or phone call at least two (2) days before the meeting or by notice mailed at least five (5) days before the meeting. Notice of a meeting of the Board need not have beengiven to any director who attends the Board meeting. Neither the business to be transactednor the purpose of, regular or special meetings of the Board need be specified in the notice or waiver of notice of such meeting. A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board to another time and place.  Notice of any such adjourned meeting will be given to the directors who were not present at the time of the adjournment unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.Meetings of the Board of directors may be called by the chairperson of the Board or any two (2) directors. Members of the Board of directors may participate in a meeting by means of a conference telephone, a computer link up or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
  13. Action Without a Meeting. Any action required to be taken at a meeting of the Board may be taken without a meeting if a consent setting forth the action to be so taken is filed in the Minutes proceedings of the board. A consent can be in the form of a signed document or a valid e-mail transmitted document. Such consent will have the same effect as a unanimous vote.
  14.   Officers. The officers of the Club will consist of a president, a vice-president, a secretary    and a treasurer, each of whom will be elected by the Board.  The officers of the Club will be appointed annually at a meeting no later than 15 days after the AGM.
  15.  Duties of Officers . The  officers of the Club (the non-profit corporation) will have the following duties :President:: will be the chief executive officer of the Club who generally and actively manages the business and affairs of the Club, subject to the direction of the Board of directors.  Said officer will preside at all meetings of the Board, but may delegate the function of presiding.Vice-president: will, in the event of the absence or inability of the president to exercise his office, become action president of the Club with all the rights, privileges and powers as if said person had been duly elected president.Secretary: will have custody of, and maintain all of the corporate records except the financial records.  Furthermore, said person will record the Minutes of all meetings of the members and other duties as may be  prescribed by the Board or the president.  Furthermore, said officer shall be responsible for authenticating records of the Club.

    Treasurer: shall retain custody of all corporate funds and financial records, maintain full and accurate accounts of receipts and disbursements and render accounts thereof at the annual meetings of members and whenever else required by the Board or the president and perform such other duties as may be prescribed by the Board or the president.

  16. Removal and Resignation of Officers.  An officer or agent elected or appointed may be removed by the Board at any time, with or without cause. Any officer may resign at any time by delivering notice to the Club. Said resignation is effective upon delivery unless a later date is specified.

 

ARTICLE   3:   MEMBERSHIP CERTIFICATES

 

  1. Membership Certificates. The Club may issue certificates in any form evidencing membership in the Club.
  2. Issuance. If certificates are issued, any and all members (other than members of the Board of directors) shall receive a certificate reflecting such membership in the Club.
  3. Form. Membership certificates will be signed by the president or vice-president and the secretary or designate.
  4. Transfer of Membership. Membership rights in this Club are not transferable.

 

ARTICLE 4:   BOOKS AND RECORDS

 

  1. Corporate Records .  The Club shall keep as records:- minutes of all meetings of its members or of the Board of directors AND
    – a record of all actions taken by members or the Board  without a meeting.
    Furthermore, the Club will maintain the following records in written form or in another form capable of conversion into written form within a reasonable time:
    – accurate accounting records
    – a record of its members, in a format that permits the creation of an alphabetical list
    – a copy of the articles of incorporation, amendments and latest by-laws
    – minutes of all member meetings and of all actions taken for the last three years.
    – written communications to all members, including financial statements for the last three years
    – a list of names and addresses of the current directors and officers
    – the most recent annual report delivered to the Department of State and
    – a membership book containing in alphabetical order, the name and address of each member.
  2. Records Inspection by Members : A member of the Club is entitled to inspect and copy, during regular business hours at the Club’s place of business, any of the records of the Club:- if  he gives the Club at least 15 days notice before the date on which such member wishes to inspect and copy
    – such demand is made in good faith and for proper purpose reasonably related to such person’s interest as a member and
    – the member describes with reasonable particularity such member’s purpose and the records of any action of, minutes of any meeting of the members and records of action taken by the members or Board without a meeting to the extent  not otherwise subject to inspection
    – accounting records of the Club
    – records of membership
    – any other books and records
    The inspection rights may be exercised by a member, member’s agent or attorney. The charge for copies shall be borne and paid in accordance with Florida law.
  3. Financial Reports for Members. Within 120 days following the end of the fiscal year and annually, the Board shall mail or furnish by personal delivery, or by e-mail to each member a complete financial report of actual receipts and expenditures for the previous 12 months.  The report shall show the amounts of expenses by account and expense classification. Said financial report shall be reviewed (audited) by an objective third party (auditor), who may or may not be a member of the Club but who shall not be an officer or director for the period under review. The auditor is to be selected by members and reports to the members.
  4. Emergency Powers and Emergency By-laws :  The Board may adopt by-laws to be effective only in an emergency.  An emergency exists if a quorum of the club’s directors cannot readily be assembled because of a catastrophic event. The emergency by-laws may make all provisions necessary for managing the Club.  All provisions of the regular by-laws consistent with the emergency remain effective during the emergency.  Actions taken by the Club or directors, or members, acting in good faith have the effect of binding the Club and may not be used to impose a financial or other burden on a director, officer, member or agent.
    In an emergency, and unless emergency by-laws otherwise provide:- notice of meeting of the Board need be given only to those directors who it is practical to reach
    – the directors in attendance at a meeting or a greater number affixed by the emergency by-laws constitute a quorum.An officer, director, member or employee acting in accordance with any emergency by-law is only liable for wilful misconduct.

 

 

ARTICLE 5:  DISTRIBUTION AND COMPENSATION

 

  1. Dividends. No dividend may be paid nor any part of the income, profit or surplus of the Club may be distributed to its members, directors or officers.
  2. Compensation.   The Club may pay compensation in a reasonable amount to its members, directors and officers for services rendered. It may confer benefits upon its members in conformity with its purposes, and upon dissolution or final liquidation. It may make distributions to its members only as permitted under Florida law.  Any such payment, benefit or distribution does not constitute a dividend for distribution of income or profit.
  3. Liquidation.  In the event of liquidation, any surplus, profit, equity, reserve or similar, shall be distributed in accordance with Florida law with special consideration for distribution to a recipient corporation, or organisation, non-profit or charitable in nature that will cater to a clientele identifiable to this Club’s clientele, that is Canadian, francophone, social, within the Palm Beaches of Florida (or as close as possible).

 

ARTICLE 6:  CORPORATE IDENTIFICATION and GOVERNANCE

 

  1. Corporate Seal. The Board will provide a corporate seal which will be in circular form embossing in nature and stating Corporate Seal, Florida, year of incorporation and name of corporation.
  2. Amendments. These by-laws may be altered, amended or repealed, or new by-laws be adopted by a majority vote of the full Board of directors, subject to ratification at the next AGM. Altered, amended, repealed or newly adopted by-laws are effective after majority vote of the Board but will become null and void, reverting to the previous, should ratification not be achieved at the AGM.

 

ARTICLE 7:   OTHER MATTERS

 

  1. Corporate Indemnification Plan.   The Club shall indemnify any person :i)  who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (other than an action by, or in the right of the Club) by reason of the fact he is or was a director, officer, employee or agent of the Club or is or was serving at the request of the Club, against such costs and expenses and to the extent and in the manner provided under Floridalaw,ii)  who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the Club to procure a judgement in its favour by reason of the fact that he is or was a director, officer, employee, member or agent of the Club or was serving at the request of the Club against such costs and expenses, and to the extent and in the manner provided under Florida law. The extent, amount and eligibility for the indemnification provided herein will be made by the Board, but will not be unduly held, denied, restricted, reduced or limited.  Said determination will be  made by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding or by the members by a majority vote of a quorum consisting of  members who were not parties to such action suit or proceeding. The Club will have the power to make further indemnification as provided under Florida law except to indemnify any person against gross negligence or wilful misconduct. The Club is further authorized to purchase and maintain insurance for indemnification of any person as provided herein and to the extent provided under Florida law.
  2. Corporate Objectives.  As defined by the Charter granted by the State of Florida, Club canadien-français de Lake Worth  Inc operating  as  Club canadien-français de Lake Worth herein referred to as le Club, is created to provide social activities for its members.
  3. Base Attibutes. The Club is francophone in nature, it is not for profit, its working language (verbal and written) is French and it is based in Florida.

 

December 2010