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Proposed Foundation bylaw amendments.

At its September 12 Tampa meeting, The Florida Bar Foundation's board of directors preliminarily approved amendments to its articles of incorporation and bylaws. The amendments would broaden the base of potential donors supporting Foundation programs by opening up membership to all persons interested in the Foundation's charitable purposes (expanding and improving representation of low-income persons in civil legal matters, improving the fair and effective administration of justice, and promoting service to the public by members of the legal profession by making public service an integral component of the law school experience). Currently, only members of The Florida Bar can be Foundation members. Proposed amendments also would require that Foundation officers and directors are members of the Foundation throughout their terms in office and on the board, establish $25 annual dues for law student members, and permit members of the Young Lawyers Division of The Florida Bar to extend Fellows pledge payments for up to 10 years. A number of housekeeping amendments also are proposed.

As required, notice of the proposed bylaw amendments is herein given to members of the Foundation. Proposed additions to the bylaws are underscored. Proposed deletions are struck through.

Foundation members are Fellows, those paying annual $100 dues to the Foundation, and members of The Florida Bar practicing in law firms with an IOTA account.

The Foundation's board will review members' comments at its December 12 meeting. Members should send their comments to Jane Elizabeth Curran, The Florida Bar Foundation executive director, Suite 405, 109 East Church Street, Orlando 32801, (407) 843-0045, (800) 541-2195, (407) 839-0287 (fax) or jcurran@flabarfndn.org by December 1.

THE FLORIDA BAR FOUNDATION, INC. BYLAWS

ARTICLE I MEMBERS

1.1 Members. The following persons [begin strikethrough]who are members of The Florida Bar[end strikethrough] shall be members of The Florida Bar Foundation.

a) One who contributes money or property of a value of One Hundred Dollars ($100.00) or more shall be a member of the Foundation for that fiscal year of the Foundation.

b) One who is a student at an accredited American law school who contributes or on his/her behalf is contributed Twenty-Five Dollars ($25.00) shall be a member of the Foundation for that fiscal year of the Foundation.

[begin strikethrough]b[end strikethrough]c) One who contributes money or property of a value of One Thousand Dollars ($1,000.00) [begin strikethrough]or more[end strikethrough] for the Foundation's endowment shall be designated a Fellow of the Foundation and shall be a member for life. Any increase in the contribution required to become a Fellow of the Foundation shall not affect the status of then current Fellows.

[begin strikethrough]d) One who is an existing life member of the Foundation at the time of the adoption of these ByLaw revisions shall be a member for life and shall be designated a Fellow of the Foundation.[end strikethrough]

d) One who has made a pledge to be a Fellow of the Foundation [begin strikethrough]for life membership[end strikethrough] and made at least one payment of $100.00 or more thereon [begin strikethrough]on the effective date of these ByLaw revisions shall, upon completion of payment of the life membership pledge, be a member for life and[end strikethrough] shall be designated a Fellow of the Foundation so long as the Fellow completes payment of such pledge within five (5) years of the date of such pledge, except that members of the Young Lawyers Division of The Florida Bar may extend such payments for a period of up to ten (10) years.

ARTICLE II DIRECTORS

2.1 Number. The affairs of the Foundation shall be managed by a board of directors consisting of eight (8) directors as set forth in Article 5[begin strikethrough]6[end strikethrough].2 of the Articles of Incorporation as amended, eighteen (18) directors as set forth in Article 5[begin strikethrough]6[end strikethrough].3 of the Articles of Incorporation as amended, and the duly elected officers, as set forth in Article 5[begin strikethrough]6[end strikethrough].4 of the Articles of Incorporation as amended. [begin strikethrough]Directors selected pursuant to Article 6.3 of the Articles of Incorporation as amended who are members of The Florida Bar shall be members of the Foundation for their terms of office.[end strikethrough]

2.2 Selection. Selection of directors pursuant to Articles 5[begin strikethrough]6[end strikethrough].2(f) and 5[begin strikethrough]6[end strikethrough].3 of the Articles of Incorporation as amended shall be conducted in the following manner:

a) Selection of directors as set forth in Article 5[begin strikethrough]6[end strikethrough].2(f) of the Articles of Incorporation as amended shall be by the joint nominating committee of The Florida Bar Foundation and The Florida Bar.

b) Directors as set forth in Article 5[begin strikethrough]6[end strikethrough].3(a) of the Articles of Incorporation as amended shall be selected by the current board of directors of the Foundation by the date of the final meeting of the board of directors in each administrative year.

(1) Nominations for such director positions shall be made by a nominating committee appointed by the president of the Foundation. [begin strikethrough]Members of such nominating committee shall include, but shall not be limited to, the four (4) Foundation appointees to the nominating commission established pursuant to Article 6.3(c) of the Articles of Incorporation as amended.[end strikethrough]

c) Directors set forth in Article 5[begin strikethrough]6[end strikethrough].3(b) of the Articles of Incorporation as amended shall be selected in a manner determined by the Board of Governors of The Florida Bar, and shall be certified to the Foundation no later than May[begin strikethrough]March[end strikethrough] 1st of every year.

d) Directors selected by the Supreme Court of Florida set forth in Article 5[begin strikethrough]6[end strikethrough].3(c) of the Articles of Incorporation as amended shall be certified to the Foundation no later than May[begin strikethrough]March[end strikethrough] 1st of every year.

2.3 Term. The terms of office for directors shall be as follows:

a) The president of The Florida Bar, [begin strikethrough]immediate past president of The Florida Bar,[end strikethrough] president-elect of The Florida Bar, and president of Florida Legal Services, Inc. as set forth in Article 5[begin strikethrough]6[end strikethrough].2(b), [begin strikethrough]Article 56.2(c), and[end strikethrough] Article 5[begin strikethrough]6[end strikethrough].2(d) and Article 5[begin strikethrough]6[end strikethrough].2(e) respectively of the Articles of Incorporation as amended, shall be directors of the Foundation during their respective terms in office. The two judicial officers designated by the Chief Justice as set forth in Article 5[begin strikethrough]6[end strikethrough].2(a) of the Articles of Incorporation as amended shall serve for two-year terms of office and may be redesignated for additional two-year terms at the pleasure of the Chief Justice. The immediate past president of The Florida Bar shall serve for a one-year term.

b) The two non-lawyers selected pursuant to Article 5[begin strikethrough]6[end strikethrough].2(f) of the Articles of Incorporation as amended shall serve for not more than two, two-year staggered terms.

c) Directors selected as set forth in Article 5[begin strikethrough]6[end strikethrough].3 of the Articles of Incorporation as amended shall serve for three-year staggered terms. Such directors may be re-selected for one additional three-year term.

[begin strikethrough]d) In the event a person is elected president, president-elect or secretary-treasurer of the Foundation who is not for the term of office of such president, president-elect, or secretary-treasurer otherwise a director of the Foundation, such officer shall be a director of the Foundation for the term of office of such officer.[end strikethrough]

d[begin strikethrough]e[end strikethrough]) The term of office of a director selected as set forth in Article 5[begin strikethrough]6[end strikethrough].2(a), Article 5[begin strikethrough]6[end strikethrough].2(f), and Article 5[begin strikethrough]6[end strikethrough].3 of the Articles of Incorporation as amended shall begin with the start of the Foundation's administrative year immediately following the selection of such director and shall conclude at the end of the third administrative year of the Foundation following such director's selection.

2.4 Removal. A director selected as set forth in Article 5[begin strikethrough]6[end strikethrough].2(f) and Article 5[begin strikethrough]6[end strikethrough].3 of the Articles of Incorporation as amended may be removed for cause at any time by concurrence of two-thirds of all directors of the Foundation, provided, before a director is removed without such director's consent, such director shall be given an opportunity to be heard. Such "cause" shall include three, consecutive unexcused absences (as defined by written policy of the board) from board meetings during a three-year term of office.

2.18 Executive Committee.

a) Membership. The executive committee shall consist of the president, president-elect, secretary-treasurer, the chairs of the Foundation's legal assistance for the poor/law student assistance, improvements in the administration of justice, [begin strikethrough]and law student assistance sub[end strikethrough]grant committees appointed by the president, and four (4) [begin strikethrough]three (3)[end strikethrough] directors appointed by the board of directors at its annual organization meeting. In the event an individual holds both an office and committee chair position describe above, the president shall appoint such additional directors of the Foundation as may be necessary so that the number of members serving on the executive committee is nine (9). Members appointed by the board of directors may be removed by the board of directors at any time with or without cause. Vacancies of members of the executive committee appointed by the board of directors shall be filled by the remaining members of the executive committee subject to confirmation by the board of directors at its next meeting.

(3) Notice of meetings of the executive committee shall be given to each member of the committee personally or by mail, e-mail, telephone or telegraph at least three (3) days prior to the day named for such meeting. Notice of special meetings shall state the principal purpose of the meeting, but such notice shall not limit the nature of the business to be transacted. Any member of the executive committee may waive notice of a meeting in writing before or after the meeting and such waiver shall be deemed equivalent to the giving of notice.

ARTICLE III OFFICERS

3.1 Officers. The officers of the Foundation shall be a president, a president-elect, and a secretary-treasurer, [begin strikethrough]each of whom is a member of the Foundation at the beginning of the term of office of such president, president-elect, or secretary-treasurer, and[end strikethrough] each of whom has previously served on the board of directors; and such assistant officers as the board of directors shall from time to time deem desirable. The board of directors may, from time to time as it deems desirable, separate the office of secretary-treasurer and elect, for that term, a secretary and a treasurer. Officers and assistant officers may be removed by vote of the board of directors at any meeting. Termination of membership in the Foundation shall not disqualify an officer from completing such officer's term of office.

3.5 President. The president shall be the chief executive officer of the Foundation. The president shall have all of the powers and duties which are usually vested in the office of president of a corporation, including, but not limited to, the power to appoint committees, [begin strikethrough]including the four (4) Foundation appointees to the nominating commission established pursuant to Article 6.3(c) of the Articles of Incorporation as amended,[end strikethrough] from time to time, as the president may, in the president's discretion determine appropriate, to assist in the conduct of the affairs of the Foundation.

ARTICLE IV GIFTS, DONATIONS AND BEQUESTS

4.1 Acceptance. Gifts, donations and bequests may be given directly to the Foundation, or the principal of a gift, donation or bequest may be given to some other person, corporation or trustee with instructions that the principal or income therefrom shall either be paid to the Foundation or disbursed in accordance with the instructions of the board of directors of the Foundation; provided, however, that the uses and purposes of all such gifts, donations and bequests either of income or principal, shall be in accord with the purposes of the Foundation. All restricted gifts, donations and bequests shall be subject to acceptance by the board of directors of the Foundation.

4.2 Use. Unless gifts, donations or bequests are given subject to a stated special purpose, they shall be unrestricted funds of the Foundation. [begin strikethrough]All membership contributions shall be unrestricted funds of the Foundation.[end strikethrough] Contributions by persons to become Foundation Fellows and members for life shall be for the benefit of The Florida Bar Foundation Endowment Trust, a 501(c)(3) Supporting Organization to the Foundation. In the discretion of the board of directors, unrestricted funds may be used for any purposes or expenses of the Foundation, or may be invested and the income therefrom used for any purposes or expenses of the Foundation, and invested funds may be withdrawn from investment and used for any purposes or expenses of the Foundation.
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Title Annotation:Notice
Publication:Florida Bar News
Date:Oct 15, 2003
Words:2241
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