ARTICLE I. THE COMPANY
Section 1. Name of Corporation
The name of this corporation is the FLORIDA DIABETES ALLIANCE, Inc. referred to herein as the “Alliance”.
ARTICLE II: PURPOSE OF THE CORPORATION
Section 1: The purposes for which the Alliance is formed are set in the Articles of Incorporation of the Alliance (the “Articles of Incorporation”), and any amended Articles. The Alliance serves all people with diabetes and those at risk for diabetes in Florida.. The general purpose and mission of the Alliance is a statewide partnership of health care professionals, health care facilities, community based organizations, faith based organizations, insurers and interested individuals/parties who wish to work together to build local community networks, to advocate and to communicate ideas and best practices that promote quality and access to diabetes prevention, education, and care resources. These local activities strengthen the state diabetes health system and improve public health in Florida.
Section 2: The Alliance shall, in its membership, Board of Directors, staff, and programs endeavor to reflect state’s diversity; and it shall refrain from discriminating against, or from causing any discrimination against, any individual in its appointments, hiring or programs, based on race, creed, color, religion, gender, age, national origin or ancestry, disability or sexual orientation.
Section 3: Notwithstanding the foregoing or any other provision of these bylaws: No part of the net earnings of the Alliance shall inure to the benefit of, or be distributable to, its members, directors, officers, or any private person. The Alliance shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above. No substantial part of the activities of the Alliance shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Alliance shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. The Alliance shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”) or the corresponding provision of any future United States revenue statute, as amended from time to time.
ARTICLE III: OFFICES
Section 1. The principal office shall be located in Florida.
ARTCLE IV: MEMBERSHIP
Section 1. Individual Members
1.1. Members shall be individuals or representatives of groups who reside in Florida with an interest in reducing the burden of diabetes in Florida and have submitted an annual membership application to the Alliance.
1.21.3. Members have voting privileges related to bylaw changes and annual election of board of directors of the Alliance.
1.4. Only individual Members may serve as an officer of the Board if they meet the nomination requirements.
1.5. All Members may serve on Alliance committees/task forces /work group
Section 2. Organizational/Appointed Members
1.1. Organizational members are representatives of a group or entity that resides or conducts business in Florida
1.2. Each organization shall have only one vote, although they may have multiple representatives from that organization,
ARTICLE V. BOARD OF DIRECTORS
Section 1. General Powers
1.1 The affairs of the Alliance shall be managed by a Board of Directors who shall be elected by the Members of the Alliance.
1.2 All members of the Board of Directors shall have equal voting rights.
Section 2. Qualifications
2.1 An Individual Member may be either nominated, appointed or self-nominate for election to the Board
Section 3. Number of Board Members
3.1 The Board shall be composed of officers including a Chair, Chair-Elect, Secretary, Treasurer, and Immediate Past-Chair and up to six At-large members, which comprises a maximum of eleven elected board members. Additional Ex-Officio members can be appointed by the chair as determined by the Board. Ex-officio members have full voting privileges and may include, but are not limited to:
3.1.1 One representative from the FLORIDA DEPARTMENT OF HEALTH.
3.1.2 One representative from the FLORIDA DIABETES ADVISORY COUNCIL
3.1.3 One representative from the AMERICAN DIABETES ASSOCIATION
3.1.4 One representative from the AMERICAN ASSOCIATION OF DIABETES EDUCATORS
3.1.5 One representative from FLORIDA UNIVERSITIES AND COLLEGES
3.1.6 One representative from COMMUNITY HEALTH CENTERS
Section 4. Executive Team
4.1 The Officers of the Board of Directors shall constitute the Executive Team
Section 5. Nominations and Elections
5.1 The immediate Past Chair of the Alliance will be responsible for the nomination and election processes. In the absence of an immediate past chair, the Alliance Chair will appoint a Board Member to be responsible for this process
5.1.1. The Past Chair shall appoint two additional active members to serve on the nominating committee
5.2 Selection of candidates for the Chair-Elect, Secretary, Treasurer and At-large Member positions shall be based on nominations or self-nominations of Members.
5.3 There shall be an election of a Chair-Elect every other year (even years )
5.4 The Secretary and Treasurer shall be elected on alternate years (Secretary even years; and Treasurer odd years)
5.5 The Alliance Chair-Elect, Secretary and Treasurer, At-large Members shall be elected by a majority of the votes cast by the Individual Members and Organizational Members for each position.
5.6 A slate of nominees for Alliance Chair-Elect and Secretary or Treasurer shall be sent electronically to all Members no later than October first of each year, with at least 30 days response required.
5.7 The number of at-large board members slated for election each year will be determined by the number of members whose terms have expired, or seats have been vacated.
Section 6. Term of Office
6.1 At-large members serve (3) year terms. At-large members may serve consecutive terms of office if re-elected.
6.2 The secretary and treasurer serve a term of two years, from Jan 1- Dec 31of the following year. They may serve consecutive terms of office if re-elected.
6.3 The Chair serves a two-year term from January 1-December 31, with the automatic assumption of the position of Immediate Past Chair the following year.
6.4 The Chair-elect serves a two year term from January 1-December 31, with automatic assumption of the position of Chair following the end of the second year.
6.5 The Immediate Past Chair will serve two years from Jan 1 – Dec 31.
Section 7. Meetings of Board
The Board of Directors shall meet a minimum of quarterly. These meetings may take place via teleconference call, face-to-face, video conference or a combination of these options.
Section 8. Notice of Meetings
8.1 Notice for Board meetings will be sent via electronic communication, by or at the direction of the Chair of the Board or the Secretary/Treasurer, to all Board Members entitled to vote at such meeting not less than twenty (20) calendar days prior to the meeting.
8.2 Notice of Annual Membership Meeting
Notice for the Annual Membership Meeting will be sent via electronic communication, by or at the direction of the Chair of the Board or the Secretary/Treasurer to all voting Members entitled to vote at such a meeting, at the last known email address as it appears on the records of the Alliance, not less than twenty calendar days, nor more than sixty calendar days, before the date of such meeting.
Section 9. Quorum
9.1 A majority (51%) of board members constitutes a quorum. If a quorum is not present, a majority of those present and having the right to vote may adjourn the meeting and set a time for the next meeting. A quorum is determined at the start of the meeting.
9.2 A majority (51%) the Executive Team members must be present at Executive Team meetings to constitute a quorum.
Section 10. Responsibilities and Duties
10.1 The Board of Directors shall have final responsibility and authority over the budget and finances of the Alliance. The Board of Directors shall determine administrative policies, manage the business of the Alliance and establish special and ad hoc committees The Board shall also establish and maintain working relationships with other organizations.
Section 11. Place of Meeting
The Board of Directors or the Executive Committee shall designate any place, within the state of Florida, for any Meeting of the Board of Directors.
Section 12 Special Meetings
Special Meetings of the Board of Directors shall be called by the Chair of the Board upon the vote of a majority of the Executive Committee or of the Board of Directors; such meetings may be held in person, or by telephone or video conference. Only the Chair of the Board has the authority to set the meeting, and shall do so with appropriate consideration of reasonable time, place and method.
Section 14. Conflicts of Interest
14.1. In the event any director has a conflict of interest that might properly limit such director’s fair and impartial participation in Board deliberations or decisions, such director shall inform the Board as to the circumstances of such conflict. If those circumstances require the nonparticipation of the affected director, the Board may nonetheless request from the director any appropriate non-confidential information which might inform its decisions. “Conflict of interest,” as referred to herein, shall include but shall not be limited to, any transaction by or with the Corporation in which a director has a direct or indirect personal interest, or any transaction in which a director is unable to exercise impartial judgment or otherwise act in the best interests of the Corporation.
14.2 No director shall cast a vote, nor take part in the final deliberation in any matter in which he or she, members of his or her immediate family, or any organization to which such director has allegiance, has a personal interest that may be seen as competing with the interest of the Corporation. Any director who believes he or she may have such a conflict of interest shall so notify the Board prior to deliberation on the matter in question, and the Board shall make the final determination as to whether any director has a conflict of interest in any matter. The minutes of the Board meeting shall reflect disclosure of any conflict of interest and the recusal of the interested director.
14.3. All Board of Directors must complete a full disclosure regarding potential “conflict of interest” annually.
Section 15. Resignation.
Any director may resign at any time by giving written notice to the Chairman of the Board. Such resignation shall take effect at the time therein, or, if no time is specified, at the time of acceptance thereof as determined by the Chairman of the Board.
Section 16 Removal
The Board shall establish and maintain a removal policy. Any Director who has been recommended for removal shall be entitled to reasonable advance notice of the basis for same and the opportunity to submit a response to the Board prior to the Board’s action on the matter, all in accordance with procedures adopted by the Board.
Section 17 Vacancies
The Board Chair has the authority to appoint an appropriate Individual Member who must be confirmed by the Board to replace the departing Board member on an interim basis until the next elections wherein nominations will be solicited for the position and normal election processes will occur. In the event the Chair resigns, the Chair-elect shall assume that position.
ARTICLE VI: BOARD OF DIRECTORS ROLES AND RESPONSIBILITIES
Section 1. Board of Directors.
1.1 The Board shall be composed of officers including a Chair, Chair-Elect, Secretary, Treasurer, and immediate Past-Chair and six at-large members, and Ex-offcio members as determined by the chair
1.2. Executive Committee The Officers of the Board of Directors shall constitute the Executive Committee (EC). The EC may act on behalf of the full Board of Directors when time constraints prohibit full assembly of board members. Any decisions made by the EC require a minimum of 3 officers in attendance, and require a unanimous vote.
Section 2. Chair of the Board of Directors
The Chair shall serve as the presiding officer at all regular and special meetings of the Alliance, Board of Directors and Executive Team meetings. The Chair shall appoint chairs of standing committees and special workgroups as needed, and shall perform other duties as assigned by the Executive Team. The Chair shall give active direction and exercise oversight pertaining to all affairs of the Alliance. He or she may sign contracts or other instruments, which the Board of Directors has authorized to be executed, and shall perform all duties incident to the office of Chair as may be prescribed by the Board of Directors. Additional activities of chair include:
- Ex officio member of committees.
- Evaluate performance of the organization in achieving its mission annually
- Chair of the Board of Directors of the Property Title Holding Corporation.
- Perform other duties as may be prescribed by these bylaws or as may be assigned by the Board.
Section 3. Secretary. The Secretary shall keep minutes of the Board meetings. In addition, the Secretary will track attendance at these meetings, distribute and collect meeting evaluations, provide appreciation letters to speakers, etc. at Quarterly meetings and work with the Chair on any written inquiries and responses regarding these meetings. In the absence of the secretary, the chair will appoint a board member to fulfill these responsibilities.
Section 4. Treasurer.
The Treasurer shall conduct all financial operations for the organization including the maintenance of bank and checking accounts; the receipt, deposit, and disbursement of funds; proper financial record keeping; and provision of financial reports at each annual Alliance meeting and more frequently if directed by the Board. The Treasurer shall provide the Board of Directors with quarterly financial reports. The Treasurer shall submit all required State and federal documents as required by law on annual basis. An audit shall be conducted annually.
Section 5. Chair -Elect.
The Chair-Elect shall assume the duties of the Chair during periods of temporary absence or vacancy in office and shall perform other duties as assigned by the Executive Team. The Chair-Elect shall automatically succeed to the office of Alliance Chair for the next term. The Chair-Elect will serve a minimum of: two years as Chair-Elect, two years as the Chair and two years as Past-Chair comprising tsix (6) years of service unless consecutive re-elections occur. The Chair-elect coordinates the annual review of organization bylaws, operating policies and position descriptions.
Section 6. Immediate Past-Chair.
The Chair will become Past Chair and serves to provide continuity of programs, goals, objectives and strategic direction of the Council. The Past-Chair serves on the Executive Team, as a mentor to the Chair and Chair-elect; will work with the Chair and Executive Director to offer connections for the meetings and shall preside over the annual nomination and election process. The Past- Chair shall serve as the Annual Education Program Chair
Section 7. At large Members.
At-large Board Members (up to 6) shall be elected from the Alliance’s Active Membership. At-large Board Members represent the interests of the general membership on issues of concern, work to identify potential problems and solutions, carryout the Board responsibilities and take on additional duties as requested by the Chair.
Section 8 Bonding.
The Alliance shall arrange for a general bond covering all Directors, Officers, volunteers and employees consistent with industry standard for a similarly situated company.
ARTICLE VII. MEETINGS OF ACTIVE MEMBERS
Section 1 Meeting of the Active Members
At minimum, there will be an annual meeting of the Alliance to, hear committee progress reports, and to share ideas and information. Notice of the meeting shall be sent to the membership electronically and by mail at least 30 days in advance of the meeting.
Section 1. Committees.
The Board of Directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more standing committees to accomplish specific tasks and functions of the Alliance. . Committees will be accountable to and report directly to the Board. When their tasks have been accomplished or when task-related activities have ceased, committees shall be dissolved by the Board. However, no committee shall have the authority to amend or repeal these Bylaws, elect or remove any officer or director, adopt a plan of merger, or authorize the voluntary dissolution of the Corporation.
Section 2. Ad hoc Committees and Task Forces. The Chair may create and appoint members to such other committees and task forces as they shall deem appropriate. These ad hoc workgroups, subcommittees/task force generally shall be focused on one specialized project or area of interest (fundraising, communications, etc.) of the Alliance. The ad hoc group shall be formed a specific time or may continue until the chair dissolves the group. Subcommittees and task forces shall have the power and duties designated by the Board of Directors, and shall give advice and make non-binding recommendations to the Board.
Section 4. Committee Chairs and Co- Chairs
Chairs of committees shall be appointed annually and as needed by the Chair of the Alliance with input from the Board of Directors. In the case of resignation or vacancy, the Alliance Chair will appoint a replacement, if possible, within 30 days. Chairs of committees may appoint a Co- Chair to serve in collaboration with the committee Chair and in the absence of the Chair. Co- Chairs’ resignations should be written or electronically submitted to their workgroup Chair with a copy to the Alliance Chair
Section 5 Membership on Committees
Committee membership will be composed of the Alliance membership and additional ad hoc members as needed. Membership requirements and restrictions pertaining to serving as chair or vice-chair of Committees are as specified in the Membership section of these bylaws.
Section 6. Term of Office.
Each member of a standing committee shall serve for one year unless the committee is dissolved sooner.
Section 7. Vacancies in the membership of committees may be filled by the Chair of Committee.
Section 8. Rules.
Each committee and task force may adopt rules for its meetings not inconsistent with these Bylaws or with any rules adopted by the Board of Directors.
ARTICLE IX. EXECUTIVE DIRECTOR
In the event the Alliance determines the need for an Executive Director, the Board will initiate a recruitment process for the hiring of a qualified individual. The Executive Director reports to the Board of Directors. The Executive Director would be responsible for management/coordination of fundraising, community and public relations, human resource and financial management and daily operations of the BODs and other responsibilities as requested by the Board of Directors. The Executive Director attends Board meetings but has ex-officio status.
ARTICLE X. DISSOLUTION
Section 1 Dissolution
1.1. The Alliance may be dissolved at any time but requires a two-thirds (2/3) vote of approval for dissolution by its voting membership.
1.2 Asset Distribution. If the Alliance is dissolved at any time, its assets shall be either returned to donors or distributed to similar not-for-profit organizations in Florida to be selected by the Board of Directors within 90 days of dissolution.
ARTICLE XI. PARLIAMENTARY AUTHORITY
Section 1. Parliamentary Authority
The rules contained in Robert’s Rules of Order Newly Revised (the then current edition) shall govern the decisions of the Alliance at all levels of the organization in all cases where they do not conflict with the Bylaws of the Alliance or the adopted policies and procedures.
ARTICLE XII. INDEMNIFICATION
Unless otherwise prohibited by law, the Corporation shall indemnify any director or officer or any former director or officer, and may by resolution of the Board of Directors indemnify any employee, against any and all expenses and liabilities incurred by him or her in connection with any claim, action, suit, or proceeding to which he or she is made a party by reason of being a director, officer, or employee. However, there shall be no indemnification in relation to matters as to which he or she shall be adjudged to be guilty of a criminal offense or liable to the Alliance for damages arising out of his or her own gross negligence in the performance of a duty to the Corporation.
Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer, or employee. The Corporation may advance expenses or, where appropriate, may itself undertake the defense of any director, officer, or employee. However, such director, officer, or employee shall repay such expenses if it should be ultimately determined that he or she is not entitled to indemnification under this Article.
The Board of Directors shall also authorize the purchase of insurance on behalf of any director, officer, employee, or other agent against any liability incurred by him which arises out of such person’s status as a director, officer, employee, or agent, whether or not the Corporation would have the power to indemnify the person against that liability under law.
ARTICLE XIII. AMENDMENTS TO BYLAWS.
The Board shall review, no less frequently than every two years, the organizational and governing instruments of the Alliance. These bylaws may be amended at any meeting of voting Members on the recommendation of the Board of Directors and approved by a majority vote of the voting Membership surveyed electronically, provided the proposed amendment has been submitted by e-mail to all members at least thirty (30) days prior to the convening of the meeting.