Bylaws of First Coast Families with Children From China

Article 1. Corporation.

Section 1. Name
The name of the Corporation is First Coast Families with Children from China (First Coast FCC).

Section 2. Offices
The principal office of the Corporation shall be located in the State of Florida.

Section 3. Duration
The duration of the Corporation is perpetual.

Article 2. Purpose.

The purpose of the Corporation is as follows:

This voluntary corporation is a not-for-profit corporation organized under Chapter 617, Florida Statutes. This corporation is also organized so that it qualifies as an exempt organization under section 501(c)(3) of the Internal Revenue Code. It is not organized for the private gain of any person and acts independently of any adoption agencies or facilitators. The specific purposes of this corporation are:

1) To encourage and support families who have adopted children from China or children of Chinese ethnicity and families who are preparing to adopt from China and any persons or groups of like interest.

2) To advocate for and support children remaining in orphanages in China. Support shall include charitable giving in kind or cash.

3) To provide information that fosters understanding, respect, and appreciation of Chinese culture and heritage.

4) To provide educational information on issues surrounding international adoption and parenting.

5) To network and collaborate with other national and local adoptive family organizations and to establish links to the Chinese and Asian-American communities.

Article 3. Membership.

Section 1. Membership Classes.
There shall be two classes of membership:

Section 1.1. Family Membership.
Family Membership is granted upon receipt of membership application and payment of dues as prescribed by the Board of Directors. Family Members in good standing are entitled to vote.

Section 1.2. Honorary Membership.
The Board of Directors may confer, by a majority vote, a one-year honorary membership without the payment of dues to a person, organization, corporation, association or other entity that has or will provide support to the Corporation in the pursuit of the Corporation’s purpose. Honorary membership will not include voting rights. Honorary membership also may not include receipt to the membership directory and may not include having access to the e-group.

Section 2. Non-Discrimination
First Coast FCC membership is open to all persons regardless of race, color, religion, sex, sexual orientation, age, national origin, marital status, veteran’s status, disability, or any other protected class as defined by Federal, State, or local law.

Section 3. Membership Dues
Reasonable dues for Family Membership shall be reviewed and set from time to time by the Board. Dues will be paid annually at a time predetermined by the Board. Dues will not be prorated. Non-payment of dues within the time period so set by the Board will result in the loss of membership status.

Section 4. Membership Meetings

Section 4.1. Annual Meetings
An annual meeting of the membership will be held for the purposes of transacting business as it may properly come before the organization. The Board will determine the specific date, time, and place of the annual meeting. The annual meeting of membership for any year shall be held no later than thirteen months after the previous annual meeting. However, failure to hold a timely annual meeting shall in no way affect the terms of Officers or Directors of the Corporation or the validity of the actions of the corporation. If the annual meeting is not held on the date designated, the Board will cause the meeting to be held as soon thereafter as possible. The Board will present a statement of business and conditions of the organization at the annual meeting.The Chair of the Board will preside over the annual meeting.

Section 4.2. Special Meetings.
The Chair, or the majority of the Board of Directors then in office, or the Family Membership holding one-fourth or more of the outstanding votes of the Corporation may call special meetings. The purpose of each special meeting shall be stated in the notice and may only include purposes that are lawful and proper for members to consider.

Section 4.3. Place of Meetings.
The Board may designate any place within the State of Florida as the place of meeting for the membership.

Section 4.4. Notice of Meetings.
Written, printed, or electronic notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than fourteen (14) days or more than sixty (60) days before the meeting date to each member.

Section 5. Membership Voting.

Section 5.1. Quorum.
A quorum shall be defined as twenty-five percent (25%) of the membership eligible to vote. If a quorum is not achieved, the vote will be rescheduled to a new date not more than sixty (60) days later.

Section 5.2. Votes.
Each Family Membership shall be entitled to one vote per paid membership on any referenda, election or such matter submitted to a vote. The vote may be cast as the Board delegates, including but not limited to, in person, by mail, or by electronic means. Votes cast during the election of Directors and/or Officers shall remain confidential.

Section 6. Membership Directory.
The Corporation will maintain a Membership Directory that may include, but may not be limited to, name, address and phone number of each Family Membership. This directory is for the Corporation’s use only and may not be distributed, sold, or shared with any other group or organization without the approval of the Board. The Membership Directory may not be used to solicit the membership for personal or commercial gain. Appropriate action may be taken for any improper use of the Membership Directory, including but not limited to, forfeiture of membership.

Section 7. Membership E-Group.
Each Family Membership shall be entitled to join the Corporation’s e-group. The e-group shall be used as a vehicle to communicate to the membership concerning the specific purposes of this corporation. The e-group is for the use of the Family Membership only and may not be distributed, sold, or shared with any other group, organization, or business. Posts to the e-group specific to advertising or soliciting will not be permitted. Appropriate action may be taken for any improper use of the e-group including, but not limited to, forfeiture of membership. All information and posts on the First Coast FCC e-group are intended for the sole use of our First Coast FCC Membership. To protect the privacy of our families and safeguard the operation of First Coast FCC, transmitting this information, in any form, outside of the “First Coast FCC family” is prohibited.

Section 8. Membership Removal.
Membership can be removed for cause including, but not limited to, non-payment of dues.

Article 4. Board of Directors

Section 1. General Powers.
All corporate powers shall be exercised by or under the authority of the Board of Directors. The Board is directed to take all steps necessary to assure that the Corporation operates and transacts its affairs in full compliance with all applicable provisions of Federal, State, and local laws, and any regulations promulgated there-under.

Section 2. Number and Composition.
The Board of Directors (‘Board’) will have a minimum of three (3) and a maximum of nine (9) individuals elected from time to time from the voting membership. The number of Directors may be changed from time to time by amendment of the Articles and Bylaws according to the law provided that no decrease in the number of Directors has the effect of shortening the term of any incumbent Director. Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the board may be interested parties. Interested parties may be defined as any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, and/or father-in law of any such person.

Section 3. Qualification.
Directors will come from the Family Membership of First Coast FCC who have the time or commitment necessary to serve as a Director.

Section 4. Quorum and Voting.
A quorum is the majority of the Directors required for the transaction of business. If a quorum is not present, the Directors must postpone the vote. The vote of a majority of Directors shall constitute the action of the Board of Directors.

Section 5. Term of Office.
Directors shall be elected annually by the voting membership. Directors shall serve for a two (2) year term with at least two (2) new Directors being elected to the Board each year. A member of the Board of Directors may serve two (2) consecutive terms; a term is two (2) years.

Section 6. Board Vacancies.
Vacancies will be filled by a majority vote of the Board of Directors. Each person so elected will be a Director for the remainder of the vacated term.

Section 7. Removal.
The Board of Directors may remove any Director on the Board who becomes delinquent in the responsibilities and duties of his/her office or for other valid cause. Removal of the Director shall be accomplished by two-thirds (2/3) vote of the Board. Notice of the proposed removal will be given to all Board members prior to the vote. The Director involved will have the opportunity to be heard prior to the removal being considered.

Section 8. Resignation.
Any Director may resign at any time by delivering written notice to the Chair or Secretary of the Corporation. The resignation will take effect at the time specified or at the time notice is given to the Board.

Section 9. Conflicts of Interest.
Each Director on the Board of Directors shall:

a. Fully disclose any and all actual and apparent conflicts of interest (including, without limitation, material, financial, family, or organizational interests) the Director may have in regard to matters coming before the Board or otherwise materially affecting the Corporation’s assets or affairs;
b. Provide such related information as the Board requires to evaluate the conflict and take pertinent actions;
c. Be disqualified in voting and participating in discussions, if so requested by the Board on any proposed action or remedy for the Director’s conflict of interest;
d. Abide by all laws, bylaws, rules and decisions pertaining to conflicts (or a specific conflict) adopted by the Board. However, unless a Director is disqualified by law, bylaw, or Board resolution, or removes himself/herself from voting on a particular matter, each Director attending the meeting is entitled to vote on all matters coming before the Board, except as otherwise provided in this section.

Section 10. Officers

Section 10.1. Officers.
The Officers of this Corporation shall include at a minimum Chair, Secretary, and Treasurer and may also include a Vice Chair and Directors-at-Large, each of whom shall be selected by the Board of Directors. A failure to select so said officers shall not affect the existence of the Corporation. A Director may officially hold only one position on the Board.

Section 10.2. Officer Selection.
The Officers of the Corporation shall be selected annually by the Board of Directors.

Section 10.3. Officer Terms of Office.
Each Officer shall hold office for a one (1) year term or until resignation or removal. An Officer of the Board in good standing is eligible to serve two selected consecutive terms of that office. Any Officer who serves two consecutive terms in that office must wait at least one year before holding that office again.

Section 10.4. Officer Duties.

Section 10.4.1 Officers – General.

Section Corporate Purposes.
The Officers shall ensure that the Corporation follows the purposes of this Corporation and acts upon those purposes.

Section Yearly Bylaw Review.
Each year, the officers will review the bylaws.

Section Yearly Action Register.
Each year, the officers will create an Action Register for the purposes of identifying significant items and events that happen during the year and planning steps to complete those items and events.

Section 10.4.2. Officers – Chair.
The Chair will be the official representative of the Corporation. The Chair will lead and direct the Corporation, preside over all meetings of the membership and the Board, and may call special meetings of the Family Membership or the Board as needed. The Chair will prepare the agenda for meetings with input from all Directors and will execute all documents authorized by the Board. The Chair will serve as liaison with all affiliated groups or appoint designated liaisons. In general, the Chair will perform all duties incident to the office of Chair and such other duties as are requested by the Board. It is recommended that the Chair of the Board would have served as a Director on the board of the immediate prior year before becoming Chair.

Section 10.4.3. Vice Chair.
The Vice Chair will assist the Chair in the overall leadership of the Corporation and its business. The Vice Chair will assume the duties of the Chair during the absence or disability of the Chair. The Vice Chair will be responsible to oversee that the corporation’s activities comply with the bylaws. The Vice Chair will perform such other duties as may be requested by the Chair or the Board.

Section 10.4.4. Secretary.
The Secretary will maintain copies of the current Articles of Incorporation and Bylaws; maintain minutes of the proceedings of Membership, Board, and committee meetings; maintain the name and address of each Family Membership; and maintain any other records as may be necessary or advisable. The Secretary will see that all notices are duly given in accordance with these Bylaws and record minutes of all Board, annual, and special meetings. In general, the Secretary will perform all duties incident to the office of Secretary and such other duties as may be requested by the Chair or the Board that may include, but not be limited to, publishing a calendar of meetings. At the completion of the term of office, the Secretary will turn over all records to his/her successor.

Section 11.4.5. Treasurer.
The Treasurer will have charge and custody of and be responsible for all funds and financial records of the Corporation; receive and give receipts for moneys due and payable to the Corporation; deposit all funds or receive a record of deposits on behalf of the Corporation; and prepare an annual budget for approval by the Board. The Treasurer may engage the services of an accounting firm, bookkeeper or other qualified individual to assist in these duties. The Treasurer will be the primary signatory on file for the bank account. The Chair may designate any other officer/s as additional signatories as needed. In general, the Treasurer will perform all duties incident to the office of Treasurer and such other duties as may be requested by the Chair or the Board. At the completion of the term in office, the Treasurer will turn over all financial records and reports to his/her successor.

Section 11.4.6. Directors-at-Large.
The Directors-at-Large may perform the duties of any Officer in that Officer’s temporary absence or any other duties requested by the Chair or the Board.

Section 11.5. Officer Vacancies.
The Board may fill Officer vacancies on the Board, however occasioned, by selection for the remaining term of such office.

Section 11.6. Officer Removal.
Any Officer of the Corporation may be removed from his/her office at any time that he/she becomes delinquent in the responsibilities and duties of their office or for other valid cause. Removal of the Officer shall be accomplished by a two-thirds (2/3) vote of the Board. Notice of the proposed removal will be given to all Board members prior to the vote. The Officer involved will have the opportunity to be heard prior to the removal being considered.

Section 11.7. Officer Salaries/Compensation.
The Officers may not receive a salary or compensation for their services to the Board or the Corporation. Officers may receive reimbursements of authorized expenditures made on behalf of the Corporation; however, no Officer shall be reimbursed without the Board’s approval.

Section 12. Indemnification.
The Corporation shall indemnify each Officer and Director, including former Officers and Directors, to the full extent permitted by law.

Section 13. Regular Meetings.
Regular meetings of the Board will be held. The Board will establish the schedule of these meetings.

Article 5. Committees

Section 1. Creation of Committees.
The Board may, by resolution passed by the majority of the Board, designate committees as may be necessary and appropriate to perform a specific function or make recommendations to the Board. The Committees may include members who are not Directors. The Committee will have and may exercise those powers conferred upon it by the Board. Committees may include, but are not limited to, Membership, Newsletter/Publication, Activities/Social such as Chinese New Year or Autumn Moon Festival, Charitable Giving, Fund Raising, Cultural/Educational, Waiting Families, and/or Nominating. Committees will maintain their own Action Registers and submit a completed copy to the Board.

Section 2. Committee Meetings.
Regular meetings of the committees may be held without notice at any such time and at any such place as determined by the committees.

Section 3. Committee Quorum.
A majority of the committee’s members shall constitute a quorum for the transaction of business.

Article 6. Administrative Provisions

Section 1. Books and Records.
The Corporation shall keep and maintain current Articles of Incorporation and Bylaws; correct and adequate records of accounts and finances; minutes of the proceedings of Membership, Board, and committee meetings; records of the name, address, and class of each Membership, Director and Officer; and any other records as may be necessary or advisable. All books and records of the Corporation will be made available at a reasonable time for inspection, when the reason for inspection is related to membership interest. Copies of the Articles and Bylaws will be made freely available to Membership.

Section 2. Fiscal Year.
The fiscal year of the Corporation shall be the twelve (12) months beginning February 1st and ending January 31st. The fiscal year is for tax purposes and may not necessarily coincide with the election of Directors or the payment of dues.

Section 3. Annual Report.
The Board shall furnish an annual report to the Membership no later than one hundred and twenty (120) days after the close of the fiscal year. The report shall contain a balance sheet of assets and liabilities, revenues and receipts, and expenses or disbursements for the ending of the fiscal year.

Section 4. Rules of Procedures.
When a procedural conflict arises, the conflict shall be resolved by referencing the most recent edition of Robert’s Rules of Order on Parliamentary Procedure. These Bylaws will prevail in the event that such Rules and these Bylaws conflict.

Section 5. Published Information Approval.
All published information pertaining to the Corporation and/or its Membership must be reviewed and approved by the Board prior to distribution to the public. Published information may include, but not be limited to, calendars, brochures, newsletters, press releases, and the website.

Section 6. Inspection of Corporate Records.
A Family Membership shall have the right to examine the corporate books and records. The request must be submitted in writing with a stated purpose and the request shall be honored within a reasonable time.

Section 7. Disbursements.
The Treasurer shall make any necessary disbursements from the funds of the Corporation as may be authorized by the Board and provide financial reports of all disbursements to the Board. The Chair shall be authorized to make necessary disbursements in the absence of the Treasurer. The Board must approve all expenses before expenditure.

Article 7. Amendments and Dissolution

Section 1. Amendments.
These Bylaws may be altered, amended, or replaced by a two-thirds (2/3) vote of the Membership. Notice of the changes of the bylaws shall be given at least three weeks prior to the vote.

Section 2. Dissolution.
The Board of Directors may propose that the Corporation dissolve voluntarily and wind up its affairs in a manner keeping with the purposes for which the Corporation was formed and in accordance with the law. The Board shall direct that the proposed voluntary dissolution be voted upon by the Membership. The proposed voluntary dissolution shall be approved if two-thirds (2/3) of the Membership vote in favor of the dissolution. Distribution of assets will be limited to non-profit organizations.

last updated: 11/2/2005