Please pay your family reunion registration fee (ASAP) as soon as possible (see details of Events for cost). Dead Line (May 31, 2010). Add $15.00 for payment at the door |
UNDER CONSTRUCTION PHASE 1 COMPLETE
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Phase 1 Acceptance
Please reade and email corrections or concerns to micheaeldawsonsr@ymail.com Thanks Mike Contents BYLAWS
OF
JohnsonFamily Family Reunion
The principal office of the JohnsonFamily Family Reunion is located in the city of Monticello, Jefferson County, and State of Florida.
The designation of the county or state of the JohnsonFamily Family Reunion's principal office may be changed by amendment of these Bylaws. The reunion committee may change the principal office from one location to another only by a 2/3 majority of votes from the JohnsonFamily members. The new location is named by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws:
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The JohnsonFamily Family Reunion may also have offices at such other places, within or without the state of Florida, (doing business as) the JohnsonFamily Family Reunion, wherever it elected officials reside, activities may require, or the family reunion officers may from time to time designate.
This JohnsonFamily Family Reunion is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
The specific objectives and purposes of this JohnsonFamily Family Reunion shall be: family gathering every two years, making financial scholarships, credit card and banking options.
The JohnsonFamily Family Reunion shall have nine (9) officers and five (5) committees. Collectively they shall be known as the JohnsonFamily Family Reunion Official and Committee.
Elected official and committee member shall be of the legal age as required by federal and state law. Other qualifications for elected official and committee members of this JohnsonFamily Family Reunion shall be as follows: member of one of the JohnsonFamily tree, elected by a majority of the popular votes, present to win, and mentally competent to sign contracts.
Subject to the provisions of the laws of this state and any limitations in the Articles of JohnsonFamily Family Reunion and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this JohnsonFamily Family Reunion, the activities and affairs of this JohnsonFamily Family Reunion shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Elected official and committee members.
It shall be the duty of the elected official and committee members to:
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(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of in JohnsonFamily Family Reunion, or by these Bylaws;
(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the JohnsonFamily Family Reunion;
(c) The president and all officers, committee members and employees of the JohnsonFamily Family Reunion to assure that their duties are performed properly;
(d) Meet at such times and places as required by these Bylaws;
(e) Register their addresses with the Recording Secretary of the JohnsonFamily Family Reunion, and notices of meetings mailed or email to them at such addresses shall be valid notices thereof.
Each director shall hold office for a period of (4) four years [two terms] or until his or her successor is elected.
Elected official and committee members shall serve without compensation except that a reasonable expense may be paid to elected official and committee members for any approved out of pocket expense. The Vice President and Secretary of the Treasure are the only approving authority for personal expense. These allowances are set up as reimbursement of expenses incurred in the performance of their duties.
Meetings shall be held at the principal office of the JohnsonFamily Family Reunion unless otherwise provided by the officers and committees or at such other place as may be designated from time to time.
Planning meetings of elected official and committee members shall be held prior to sending out reunion notices at the host committee(s) member(s) home, unless otherwise notified.
Special meetings of the elected official and committee members may be called by the President of the JohnsonFamily, the 1st Vice President, the 2nd Vice-President, the Secretary, by any two elected official and committee members, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the board. Such meetings shall be held at the principal office of the JohnsonFamily Family Reunion or, if different, at the place designated by the person or persons calling the special meeting.
Unless otherwise provided by the Articles of in the JohnsonFamily Family Reunion, these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the elected official and committee members:
(a) Planning Meetings. At least a (30) thirty day notice must be given for any Planning meeting of the elected official and committee members.
(b) Special Meetings. At least six week prior notice shall be given by the Secretary of the JohnsonFamily Family Reunion to each officer of each special meeting. Such notice may be oral or written, may be given personally, by first class mail, by telephone, email, or by facsimile machine, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile or email notification, the person to be contacted shall acknowledge personal receipt of the facsimile or email notice by a return message or telephone call within twenty four hours of the first transmission.
(c) Waiver of Notice. Whenever any notice of a meeting is required to be given to any officer or committee member of this JohnsonFamily Family Reunion under provisions of the Articles of in the JohnsonFamily Family Reunion, these Bylaws, or the law of this state, a waiver of notice in writing signed by the President, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
A quorum shall consist of at least 50% of the members of the elected official and committee members.
Except as otherwise provided under the Articles of In the JohnsonFamily Family Reunion, these Bylaws, or provisions of law, no business shall be considered by the Reunion committee at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.
Every act or decision done or made by a majority of the elected official and committee members present at a meeting duly held at which a quorum is present is the act of the Elected official and committee members, unless the Articles of In the JohnsonFamily Family Reunion, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.
Meetings of the Elected official and committee members shall be presided over by the President of the JohnsonFamily Family Reunion, or, if no such person has been so designated or, in his or her absence, the 1st Vice President of the JohnsonFamily Family Reunion or, in his or her absence, by the 2nd Vice President of the JohnsonFamily Family Reunion or, in the absence of each of these persons, by a Chairperson chosen by a majority of the elected official and committee members present at the meeting. The Secretary of the JohnsonFamily Family Reunion shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Meetings shall be governed by general protocol, insofar as such rules are not inconsistent with or in conflict with the Articles of JohnsonFamily Family Reunion, these Bylaws, or with provisions of law.
Vacancies of the elected official and committee members shall exist when (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized elected official and committee members is increased.
Any director may resign effective upon giving written notice to the President, the Secretary, or any member of the elected official and committee members, unless the notice specifies a later time for the effectiveness of such resignation. No officer or committee member may resign if the JohnsonFamily Family Reunion would then be left without a duly elected official and committee members in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.
Elected official and committee members may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state.
Unless otherwise prohibited by the Articles In the JohnsonFamily Family Reunion, these Bylaws or provisions of law, vacancies on the reunion committee may be filled by approval of the committee of elected official and committee members. If the number of elected official and committee members then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the elected official and committee members then in office or by a sole remaining officer. A person elected to fill a vacancy on the reunion committee shall hold office until the next election of the elected official and committee members or until his or her death, resignation or removal from office.
The elected official and committee members shall not be personally liable for the debts, liabilities, or other obligations of the JohnsonFamily Family Reunion.
The elected official and committee members and officers of the JohnsonFamily Family Reunion shall be indemnified by the JohnsonFamily Family Reunion to the fullest extent permissible under the laws of this state, when required. Note: No personal indemnification is required by this organization.
The officers of the JohnsonFamily Family Reunion shall be a President, a 1st Vice President, a 2nd Vice President, a Recording Secretary, a Treasurer, a Chaplin, a Parliamentarian, and a Historian. The JohnsonFamily Family Reunion may also have additional special purpose committees.
Any person meeting the minimum standards in ARTICLE 3, SECTION 2 may serve as officer of this JohnsonFamily Family Reunion.
Officers shall PROPOSED and elected by a majority vote of the JohnsonFamily member general population (family members). Each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.
Any officer may be removed for cause, by the elected official and committee members, at any time. Any officer may resign at any time by giving written notice to the elected official and committee members or to the President or Secretary of the JohnsonFamily Family Reunion. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the elected official and committee members relating to the service of any officer of the JohnsonFamily Family Reunion.
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Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the elected official and committee members. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the reunion committee shall fill the vacancy.
The President shall be the chief executive officer of the JohnsonFamily Family Reunion and shall, subject to the control of the elected official and committee members, supervise and control the affairs of the JohnsonFamily Family Reunion and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles In the JohnsonFamily Family Reunion, or by these Bylaws, or which may be prescribed from time to time by the elected official and committee members. Unless another person is specifically appointed as Chairperson of the elected official and committee members, the President shall preside at all meetings of the elected official and committee members. Except as otherwise expressly provided by law, or by the Articles in the JohnsonFamily Family Reunion, or by these Bylaws, he or she shall, in the name of the JohnsonFamily Family Reunion, execute provision of health and comfort for visiting family member.
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles in the JohnsonFamily Family Reunion, or by these Bylaws, or as may be prescribed by the elected official and committee members.
The Secretary shall:
Certify and keep at the principal office of the JohnsonFamily Family Reunion the original, or a copy, of these Bylaws as amended or otherwise altered to date.
Keep at the principal office of the JohnsonFamily Family Reunion or at such other place as the board may determine, a book of minutes of all meetings of the elected official and committee members, and, if applicable, meetings of committees of elected official and committee members and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof, and to see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
Be custodian of the records and of the seal of the JohnsonFamily Family Reunion and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed documents of the JohnsonFamily Family Reunion. Exhibit at all reasonable times to any committee member of the JohnsonFamily Family Reunion, or to his or her agent or attorney, on request thereof, the Bylaws, the membership book, and the minutes of the proceedings of the elected official and committee members of the JohnsonFamily Family Reunion.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles in the JohnsonFamily Family Reunion, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Elected official and committee members.
The Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the JohnsonFamily Family Reunion, and deposit all such funds in the name of the JohnsonFamily Family Reunion in such banks, trust companies, or other depositories as shall be selected by the elected official and committee members.
Receive, and give receipt for, monies due and payable to the JohnsonFamily Family Reunion from any source whatsoever.
Disburse, or cause to be disbursed, the funds of the JohnsonFamily Family Reunion as may be directed by the elected official and committee members, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the JohnsonFamily Family Reunion's properties and business transactions, including but not limited to hotel deposits, catering deposits, family activities deposits and disbursements.
Exhibit at all reasonable times the books of account and financial records to any committee member of the JohnsonFamily Family Reunion, or to his or her agent or attorney, on request therefore.
Render to the President and elected official and committee members, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the JohnsonFamily Family Reunion.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles in the JohnsonFamily Family Reunion of the JohnsonFamily Family Reunion, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Elected official and committee members.
The salaries of the officers, none
The elected official and committee members may, by a majority vote of its members, designate an Executive Committee consisting of at least (9) nine members and may delegate to such committee the powers and authority of the committee in the management of the business and affairs of the JohnsonFamily Family Reunion, to the extent permitted, and except as may otherwise be provided, by provisions of law.
By a majority vote of its members, the committee may at any time revoke or modify any or all of the Executive Committee authority so delegated, increase or decrease but not below three (3) the number of the members of the Executive Committee, and fill vacancies on the Executive Committee from the members of the board. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the family reunion records, and report the same to the committee from time to time as the committee may require.
The JohnsonFamily Family Reunion shall have such other committees as may from time to time be designated by resolution of the Committee of Elected official and committee members. These committees may consist of persons who are not also members of the committee and shall act in an advisory capacity to the committee.
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Elected official and committee members, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Elected official and committee members and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the Elected official and committee members or by the committee. The Board of Elected official and committee members may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
The Elected official and committee members, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the JohnsonFamily Family Reunion to enter into any contract or execute and deliver any instrument in the name of and on behalf of the JohnsonFamily Family Reunion, and such authority may be general or confined to specific instances. Unless so authorized, no officer shall have any power or authority to bind the JohnsonFamily Family Reunion by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Except as otherwise specifically determined by resolution of the Elected official and committee members, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the JohnsonFamily Family Reunion shall be signed by the Treasurer and countersigned by the President of the JohnsonFamily Family Reunion.
All funds of the JohnsonFamily Family Reunion shall be deposited from time to time to the credit of the JohnsonFamily Family Reunion in such banks, trust companies, or other depositories as the Elected official and committee members may select.
The Board of Elected official and committee members may accept on behalf of the JohnsonFamily Family Reunion any contribution, gift, bequest, or devise for the nonprofit purposes of this JohnsonFamily Family Reunion.
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The JohnsonFamily Family Reunion shall keep:
(a) Minutes of all meetings of elected official and committee members, committees of the this JohnsonFamily Family Reunion has RECORDS of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
(c) A record of its members, if any, indicating their names and addresses and, the termination date of any membership;
(d) A copy of the JohnsonFamily Family Reunion's Articles of JohnsonFamily Family Reunion and Bylaws as amended to date, which shall be open to inspection by the committee members, if any of the JohnsonFamily Family Reunion COMMITTEE.
The Elected official and committee members may adopt, use, and at will alter, a family seal. Such seal shall be kept at the principal office of the JohnsonFamily Family Reunion. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
Every committee member shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the JohnsonFamily Family Reunion and shall have such other rights to inspect the books, records and properties of this JohnsonFamily Family Reunion as may be required under the Articles of JohnsonFamily Family Reunion, other provisions of these Bylaws, and provisions of law.
If this JohnsonFamily Family Reunion has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a member:
(a) To inspect and copy the record of all members' names, addresses and voting rights, at reasonable times, upon written demand on the Secretary of the JohnsonFamily Family Reunion, which demand shall state the purpose for which the inspection rights are requested.
(b) To obtain from the Secretary of the JohnsonFamily Family Reunion, upon written demand on, and payment of a reasonable charge to, the Secretary of the JohnsonFamily Family Reunion, a list of the names, addresses and voting rights of those members entitled to vote for the election of elected official and committee members as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made within a reasonable time after the demand is received by the Secretary of the JohnsonFamily Family Reunion or after the date specified therein as of which the list is to be compiled.
(c) To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the committees, upon written demand on the Secretary of the JohnsonFamily Family Reunion by the member, for a purpose reasonably related to such person's interests as a member.
Members shall have such other rights to inspect the books, records and properties of this JohnsonFamily Family Reunion as may be required under the Articles of JohnsonFamily Family Reunion, other provisions of these Bylaws, and provisions of law.
Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.
The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this JohnsonFamily Family Reunion, to be so prepared and delivered within the time limits set by law.
No substantial part of the activities of this JohnsonFamily Family Reunion shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501(h) of the Internal Revenue Code], and this JohnsonFamily Family Reunion shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, this JohnsonFamily Family Reunion shall not carry on any activities not permitted to be carried on (a) by a JohnsonFamily Family Reunion exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a JohnsonFamily Family Reunion, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
No part of the net earnings of this JohnsonFamily Family Reunion shall inure to the benefit of, or be distributable to, its members, elected official and committee members or trustees, officers, or other private persons, except that the JohnsonFamily Family Reunion shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this JohnsonFamily Family Reunion.
Upon the dissolution of this JohnsonFamily Family Reunion, its assets remaining after payment, or provision for payment, of all debts and liabilities of this JohnsonFamily Family Reunion shall be distributed for one or more exempt purposes within the meaning of Section 510(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
In any taxable year in which this JohnsonFamily Family Reunion is a private foundation as described in Section 509(a) of the Internal Revenue Code, the JohnsonFamily Family Reunion 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the JohnsonFamily Family Reunion to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
Subject to the power of the members, if any, of this JohnsonFamily Family Reunion to adopt, amend or repeal the Bylaws of this JohnsonFamily Family Reunion and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Elected official and committee members.
If there is any conflict between the provisions of these Bylaws and the Articles of JohnsonFamily Family Reunion of this JohnsonFamily Family Reunion, the provisions of the Articles of JohnsonFamily Family Reunion shall govern.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
All references in these Bylaws to the Articles of JohnsonFamily Family Reunion shall be to the Articles of JohnsonFamily Family Reunion, and Certificate of JohnsonFamily Family Reunion, (Columbus Johnson Charter) founding document of this JohnsonFamily Family Reunion filed with an office of this state and used to establish the legal existence of this JohnsonFamily Family Reunion.
All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
We, the undersigned, are all of the initial elected official and committee members or incorporators of this JohnsonFamily Family Reunion, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of (14) twelve pages, as the Bylaws of this JohnsonFamily Family Reunion.
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Please pay your family reunion registration fee (ASAP) as soon as possible (see details of Events for cost). Dead Line (May 31, 2010). Add $15.00 for payment at the door |