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By-Laws

Of

Bulgarian American League of Florida

“Khan Asparuh” Inc.

 

Article I

NAME

 

The Name of the Corporation shall be Bulgarian American Business League of Florida, Inc. (“Corporation”)

 

Article II

Purpose

 

The purpose of the Bulgarian American Business League of Florida, Inc. shall be to promote bilateral business relations between Bulgaria and the United States.

 

 

Article III

Registered Office

 

The corporation may also have offices at such other places as the Board of Directors may from time to time determine.

 

Article IV

Fiscal Year

            The Fiscal year of the corporation shell begin on the First Day of January in each Year.

Article V

Directors

There shall be a minimum of three (3) to a maximum of seven (7) directors, who shall constitute the Board of Directors. The Chairman of the Members shall be entitled to a seat on the Board of Directors as a full voting member. The Directors shall be natural persons of full age. Each Director shall serve a two (2) year term. Directors must maintain a Full Membership in good standing to remain on the Board.  One Director may be elected by a majority vote at a meeting of the Members of quorum.  Directors may be removed either by a majority vote of the Board of Directors or by a majority vote of the Members.

 

Vacancies

            Vacancies in, or additions to, the Board of Directors shall be filled by vote of the remaining members of the Board of Directors. Each person so appointed shall be a Director until his successor is elected at the next regularly scheduled annual election.

 

Business

            The Board of Directors shall be responsible for overseeing all business and affairs of the Corporation. The Board of Directors may exercise all such powers of the Corporation and do all such lawful acts permitted by statute or by the articles of incorporation or these by-laws. An Executive Committee of the Board of Directors shall be responsible for the affairs of the corporation between meetings of the Board of Directors, subject to such limitations as shall be imposed by the Directors. The Board of Directors may also invite additional persons, including staff members, to meet with and assist the Board of Directors.

Meetings

            The meetings of the Board of Directors shall be held within Miami-Dade, Broward, or Palm Beach County, Florida, as the Executive Committee may from time to time appoint, or as may be designated in the notice calling the meeting.

 

            The first meeting of each newly-appointed Board of Directors may be held at the same place and immediately after the meeting at which such directors were appointed and no notice need be given to the newly- appointed directors in order to legally constitute the meeting, or it may convene at such time and place as may be fixed by the consent or consents in writing of all directors.

 

            Regular Meetings of the Board of Directors shall be held at least twice a year, at such time and place as shall be determined from time to time by the Executive committee. The Board of Directors’ annual meeting shall be held in November of each year, or at such time during such year as may be specified by an action of the Board of Directors. Notice of each regular meeting of the Board of Directors shall specify the date, place and hour of the meeting and shall be given to each Director at least fifteeen (15) days before the meeting either personally or by mail, facsimile or e-mail.

 

            Special meetings of the Board of Directors may be called by the President on twenty-four (24) hours notice to each director. Special meetings shall be called by the President in like manner and with like notice upon the written request of two (2) directors other then the President. Notice of each special meeting of the Board of Directors shall specify the date, place and hour of the meeting. The notice need not state the general nature of the business to be conducted at such special meeting.

 

            At all meetings of the Board of Directors a majority of the directors in Office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the directors present at such meeting (but no less then three (3) directors) shall be the acts of the Board of Directors, except as may be otherwise specifically provided by statute or by the articles of incorporation or by these by-laws. If a quorum shall not be present at any meeting of the directors, the directors present thereat may adjourn the meeting. It shall not be necessary to give any notice of the adjourned meeting at which such adjournment is taken.

 

Participation in Meeting by Telephone

           

            One or more directors may participate in a meeting of the Board of Directors or of a committee of the Board of Directors by means of telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and all directors so participating shall be deemed present at the meeting.

 

Informal Actions by Directors or Committees

 

            Any action which may be taken at a meeting of the Board of Directors or of the members of a committee of the Board of Directors may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by all of the directors or members of the committee, as the case may be, and shall be filed in the Minute Book of the corporation.  Consent via e-mail correspondence shall be sufficient as to both writing and signature.

 

Compensation for Directors

 

            The Board of Directors shall serve without compensation for their Services.

 

Article VI

 

Officers

 

            The Officers of the Corporation shall be President, Vice-President and a Secretary/Treasurer. The corporation may have such additional officers as may be chosen from time to time by the Board of Directors. The office of the Secretary/Treasurer, at the election of the Board of Directors, may be split and held by two different individuals. All officers shall be natural persons of full age.  The office of the President and the Secretary cannot be held by the same person.  No more then two offices may be held by the same person, and all officers must be directors of the corporation.

 

            The Board of Directors may also choose such other officers and assistant officers and agents as the needs of the corporation may require, who shall hold their offices for such terms and shall have such authority and shall perform such duties as from time to time shall be determined by resolution of the Board of Directors.

 

            Any officer or agent elected or appointed may be removed by the Board of Directors whenever, in its judgment, the best interests of the corporation will be served. If any office becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

 

President

 

            The President shall be the chief executive officer of the Corporation shall preside at all meetings of the Board of Directors; shall give an annual report of the activities and decisions of the Board of Directors; and perform such other duties as pertain to the office.

 

            The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

 

Vice President

 

            The Vice President shall assist the President in the performance of the latter’s duties and shall perform such tasks as shall be delegated to them but the President. In the absence of the President or should the President be unable to perform duties the Vice Presidents shall elect a new President.

 

Secretary/Treasurer

 

            The offices of the Secretary and Treasurer may be held by the same director or may, at the election of the Board of Directors, be held by different directors.

 

Secretary

 

            The Secretary or his or her designee shall attend all sessions of the Board and record all the cotes of the corporation and the Minutes of all the transactions in a book to be kept for that purpose, and shall perform like duties for the Executive and other committees of the board of Directors when required. The Secretary shall give, or cause to be given, notice of all meetings and of special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he or she shall be. The Secretary shall keep in safe custody the corporate seal of the corporation, and, when authorized by the Board of Directors, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his or her signature or the signature of the Treasurer.

 

 



Treasurer

 

            The Treasurer shall have general charge of the funds of the corporation and shall make such reports of the receipts and disbursements of such funds in such form and manner as the Board of Directors may direct. The Treasurer shall collect, or cause to be collected, all contributions, bequests and fees owing to the corporation. The Treasurer shall pay all bills or cause them to be paid by a properly designated person.

 

            The Treasurer shall cause to be presented a budget showing estimated income and disbursements of the corporation for the ensuing year, which budget shall be submitted to the Executive Committee of the Board of Directors. No disbursement shall be made except in conformity to an item authorized in the budget as adopted or amended or as otherwise authorized by the board of Directors.

 

            Should the Board of Directors so request, the Treasurer shall be bonded for the faithful discharge of his or her duties in such sum as the Board of Directors may require from time to time. The Treasurer shall have such further powers and duties as are incident to the office of the Treasurer of the corporation and as the President or the Board of Directors may from time to time prescribe.

 

 

Article VII

 

Committees

 

            The Executive Committee of the Corporation shall consist of the President, the Vice President, the Secretary/Treasurer ( or the Secretary and Treasurer), if such offices are held by different directors) of the corporation, plus one or two members appointed at large by the Board of Directors in order to create an odd-numbered Committee. Between meetings of the Board of Directors, the Executive Committee shall manage the affairs of the corporation, subject to such limitations as the board of Directors shall impose.

            There shall be such standing committees as the Board of Directors Shall deem necessary to carry on the general ongoing work of the corporation. The Board of Directors may, from time to time, add additional standing committees or may modify or discontinue existing standing committees. Members of standing committees shall be appointed by and shall serve for such terms as may be designated by the Board of Directors. Chairpersons shall be appointed by the President for one year terms and may be re-appointed to successive terms at the discretion of the President.

 

            The President may create such ad-hoc comities as are necessary to carry out special projects pertaining to the corporation and shall outline the duties of such committees. The President shall appoint the chairperson and members of such committees, who shall serve for such terms as designated by the President.

 

Article VIII

 

Membership

 

 

Section One. Classes of Membership. The corporation shall have one class of members, and no more than one membership may be held by any one person. The rights and privileges of all members shall be equal. Each member shall be entitled to one vote.

 

Section Two. Qualifications. Any individual or organization who wishes to advance the corporation’s purpose, that pays the dues as provided below and that agrees to be bound by the articles of incorporation of this corporation, by these bylaws, and by any rules and regulations adopted by the directors, is eligible for membership in this corporation.

 

Section Three. Admission to Membership. The directors shall prescribe the form and manner in which application may be made for membership.

 

Section Four. Property Rights. No member shall have any right, title, or interest in any of the property or assets, including any earnings or investment income of this corporation.

 

Section Five. Liability of Members. No member of this corporation shall be personally liable for any of its debts, liabilities, or obligations, nor shall any member be subject to any assessment.

 

Section Six. Transfer, Termination, and Reinstatement. Membership in this corporation is nontransferable. Membership shall terminate on the resignation or death of a member, or on a member's failure to pay the dues required in these bylaws within sixty (60) days of the due date. A member whose membership has been terminated may apply for reinstatement in the same manner as application is made for initial membership.

 

Article IX

 

Certificates of Membership

 

Section One. Certificate of Membership. The board of directors may provide for the issuance of certificates evidencing membership in the corporation, in a form determined by the board. The certificates shall be signed by the president or vice-president or by the secretary or an assistant secretary and shall be sealed with the seal of the corporation. All certificates evidencing membership shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the corporation. If any certificate becomes lost, mutilated, or destroyed, a new certificate may be issued to replace it on terms and conditions determined by the board of directors.

 

Section Two. Issuance of Certificates. If the board of directors has provided for the issuance of certificates of membership under the provisions of Section One of this Article, then, when a person has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate shall be issued in the name of and delivered to the new member by the secretary.

 

Article X

Membership Fees and Dues

 

Section One. Initiation Fee and Annual Dues.The board of directors may determine the amount of initiation fee, if any, and the amount of annual dues payable to the corporation by members.

 

Section Two. Payment of Fees and Dues. Dues shall be payable in advance on the First day of June in each fiscal year.

 

Section Three. Default and Termination of Membership. [Deleted.]

 

Article XI

 

Meetings of Members

 

Section One. Annual Meeting. No annual meeting of the Members shall be required.

 

Section Two. Special Meetings. Special meetings of members may be called by the president, the board of directors, or not less than one-twentieth of the members qualified to vote.

 

Section Three. Place of Meeting. The board of directors may designate any place, within Miami-Dade, Broward or Palm Beach County, Florida, as the place of meeting for any annual or special meeting of members. However, if all members meet at any time and place, either within or without the State of Florida, and consent to the holding of a meeting, the meeting shall be valid without call or notice, and any corporate action may be taken.

 

Section Four. Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered personally or by mail, to each member entitled to vote at the meeting, not less than fifteen (15) days nor more than ninety (90) days before the date of the meeting, by or at the direction of the president, secretary, or any officers or persons calling the meeting. In the case of special meetings, or when required by these bylaws or by law, the purpose or purposes for which the meeting is called shall be stated in the notice. If sent by mail, a notice of meeting shall be deemed delivered when deposited in the United States mail, postage prepaid, addressed to the member at the member's address as it appears on the records of the corporation at the time of mailing and must be mailed at least 30 days before the date of the meeting.

 

Section Five. Informal Action by Members. Any action required or permitted to be taken at any meeting of members, may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by all members entitled to vote with respect to the action.  E-mail correspondence would not suffice with the writing or signature requirement.

 

Section Six. Quorum. Members holding [51]% of the total votes which may be cast at any meeting shall constitute a quorum at the meeting. If a quorum is not present at any meeting of members, a majority of those present may adjourn the meeting without further notice.

 

Section Seven. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by the member's duly authorized attorney in fact.

 

Section Eight. Voting by Mail. Where directors or officers are to be elected by members, the election may be conducted by mail in a manner determined by the board of directors.

 

Section Nine. Voting Rights. Each member shall be entitled to one vote. If an organization is a member, the organization shall designate one person who shall have the right to exercise the organization's voting rights.

 

Section Ten. Cumulative Voting. At any election for directors of this corporation, each and every member entitled to vote may cumulate that member's vote and give one candidate a number of votes equal to the number of directors to be elected, or each member may distribute that member's votes among as many candidates for director as the member thinks proper.  The candidates for director receiving the highest number of votes up to the number of directors to be elected, will be deemed to be elected.

 

 

Article IX

 

General Provisions

Financial Report

 

 

 

            The Directors of the corporation shall have prepared for presentation at their annual meeting a report, and in compliance with any local, state or federal laws required for maintaining the non-for-profit status of the Corporation. A Copy of said report shall be filed with the Minutes of said annual meeting.

 

Checks and Notes

 

            Checks or demands for money of the Corporation up to the amount of One Thousand 00/100 Dollars ($1,000.00) shall be signed by such offices or agents as the Board of Directors may from time to time designate; for amounts exceeding $1,000.00 a majority vote by the Board of Directors shall be required.

 

Article X

Amendments

 

            The by-laws may be altered, amended or repealed by a majority vote of the members in office of the Board of Directors at any regular or special meeting duly convened, after at least two weeks notice to the directors to that purpose, or by a majority vote of the Members at a meeting of quorum.

 

Article XI

Robert’s Rules of Order

 

            Any procedure not covered in these by-laws, or by resolutions adopted by the Board of Directs, will be governed by Robert’s Roles of Order.