BY-LAWS
OF
AUTOMOBILE INSURANCE FRAUD STRIKE FORCE, INC.
A Florida Not-For-Profit Corporation
ARTICLE I – ORGANIZATION
SECTION 1. Name. The name of the Corporation is AUTOMOBILE INSURANCE
FRAUD STRIKE FORCE, INC.
SECTION 2. Offices. The principal office of the Corporation shall be in Tallahassee,
Florida. The Corporation may have such other offices within the State of Florida as the Board of
Directors may designate, or as the business of the Corporation may require from time to time.
SECTION 3. Seal. The Board of Directors shall have the power to adopt a corporate seal. Any seal adopted shall be described in these By-laws, and shall be subject to approval by the Florida Department Financial Services, Division of Insurance Fraud (“Division”).
SECTION 4. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of July in each year.
ARTICLE II – POWER
SECTION 1. Generally. The Corporation shall have the power to acquire, by purchase or otherwise, own, hold, buy, sell, convey, acquire by lease or sublease, mortgage or encumber securities and all forms of real estate, tangible and intangible personal property; and to lend, lease, sublease, give or allow the use of funds and assets of the Corporation for the purposes described herein; and to do all and everything necessary, proper, convenient or for the accomplishment of the purposes described herein or the attainment of any of the objects or the
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furtherance of any of the powers enumerated herein, and to do every other act or thing necessary or incidental to or growing out of or connected with the objects and purposes or the Corporation.
The Corporation shall also have the power and authority to engage, retain, hire or otherwise employ agents, attorneys, accountants, financial advisors, investment advisors and other independent contractors as shall be necessary to carry out the objects and purposes for which this
Corporation is organized and shall be operated.
SECTION 2. Limitations. The general powers enumerated in this Article shall be exercised in accordance with Section 626.9895, Florida Statutes, and the Contract to be entered into between the Corporation and the Division, as provided for in Section 626.9895, Florida
Statutes.
SECTION 3. Right to Refusal. The Corporation has the right to refuse or return a donation for any reason including, but not limited to, a belief that the donation is illegal, is a conflict of interest, appears as a conflict of interest, is contrary to the mission or purpose of the
Corporation, or is contrary to or would endanger the Corporation’s nonprofit exemption status.
ARTICLE III – PURPOSE
This Corporation is organized exclusively to conduct programs and activities permitted under 26 U.S.C. § 501(c)(3), and specifically to raise funds; request and receive grants, gifts, and bequests of money; acquire, receive, hold, invest, and administer, in its own name, securities, funds, objects of value, or other property, real or personal; and make grants and expenditures to or for the direct or indirect benefit of the Division, state attorneys’ offices, the Office of
Statewide Prosecution, the Agency for Healthcare Administration, and the Department of Health to the extent such grants and expenditures are used exclusively to advance the prosecution,
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investigation, or prevention of motor vehicle insurance fraud, and for such other purposes that may be authorized pursuant Section 626.9895, Florida Statutes, as amended.
ARTICLE IV – MEMBERSHIP
This Corporation shall have no corporate members.
ARTICLE V – BOARD OF DIRECTORS
SECTION 1. Functions and Definition. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors of the Corporation. The use of the phrase "whole board" herein refers to the total number of Directors which the Corporation would have if there were no vacancies.
SECTION 2. Qualifications, Number, Classes and Terms. The qualifications, numbers, and terms of the Directors must be in accordance with the requirements of Section 626.9895,
Florida Statutes.
SECTION 2(a). Required Directors and Terms. Pursuant to Section 626.9895, Florida
Statutes, the Chair of the Board of Directors shall be the Chief Financial Officer of the State of
Florida, or his or her designee. The Chair’s term shall expire upon the expiration of the term of office of the Chief Financial Officer of the State of Florida or at such earlier time as specified under Section 626.9895, Florida Statutes.
SECTION 2(b). Appointed Directors and Terms. Directors shall be appointed in a manner consistent with Section 626.9895, Florida Statutes. The terms of the Directors shall be as prescribed therein. Vacancies shall be filled as provided for by Section 626.9895, Florida
Statutes.
SECTION 3. Meetings.
Time. Meetings shall be held at such times as the Board shall fix.
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Place. Meetings shall be held at such place within the State of Florida as shall be fixed by the Board.
Call. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chair of the Board or a majority of the Board of Directors.
SECTION 4. Notice or Actual or Constructive Waiver. No notice to the Directors shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the Directors thereat. Notice need not be given to any
Director or to any member or a committee of Directors who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Directors need be specified in any written waiver of notice.
SECTION 5. Compliance with Florida’s Government in the Sunshine Laws. Section 4 of this Article notwithstanding, every meeting of the Board shall fully comply with all requirements of Florida’s Government in the Sunshine Laws.
SECTION 6. Quorum. A majority of the whole Board shall constitute a quorum, provided the Chair of the Board is present, except when a vacancy or vacancies prevents such a majority, whereupon a majority of the Directors in office shall constitute a quorum, provided that such majority shall constitute at least two-fifths of the whole Board, and provided that the Chair
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of the Board is present. A majority of the Directors present, whether or not a quorum is present, may adjourn a meeting to another time and/or place. The Chair of the Board may waive the requirement of his or her presence for the purpose of this section.
SECTION 7. Action. The vote of a simple majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, unless otherwise provided for in these
By-Laws. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the Florida Not for Profit Corporation Act. Any member of the Board of
Directors or any committee designated by the Board may participate in a meeting of the Board, or any such committee, as the case may be, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Only the Chair shall be authorized to delegate his or her vote to another director, who shall in turn be authorized to cast a vote on behalf of the Chair in accordance with the Chair’s express instructions.
SECTION 8. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member or any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided by the resolution of the Board of Directors in the management of the business and affairs of the Corporation with the
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exception of any authority the delegation of which is prohibited by the Florida Not For Profit
Corporation Act, may authorize the corporate seal to be affixed to all papers which may require it. Any action of such a committee must be approved by the Chair of the Board.
ARTICLE VI - OFFICERS
SECTION 1. Selection. The officers of the organization shall be as follows: President,
Vice President, Secretary, and Treasurer.
SECTION 2. Term, Removal and Vacancies. The term of each officer, with the exception of the President, shall begin at the conclusion of the meeting at which such officer is appointed, and shall continue until his successor is qualified, or until the officer is removed, or resigns, whichever occurs first. Any officer so appointed may be removed at anytime with or without cause by the President or by an affirmative three-fifths vote of the whole Board of
Directors.
SECTION 3. The President. The Chair of the Board shall also be the President of the
Corporation. The President shall appoint the other officers, and shall have general responsibility for the management of the business of the Corporation. The President shall oversee the carrying out of all orders and resolutions of the Board of Directors.
SECTION 4. Vice President. In the absence of the President, or if the President is unable to perform his duties due to death, disability, or resignation, the Vice President shall perform the duties as President.
SECTION 5. Secretary. The Secretary shall keep the minutes and records of the organization in appropriate books, file any certificates required by any federal or state statute; be the official custodian of the records and seal of the organization, tend to all correspondence of the organization and exercise all duties incident to the office of Secretary.
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SECTION 6. Treasurer. The Treasurer shall have the care and custody of all monies belonging to the organization, be solely responsible for such monies or securities of the organization, render at stated periods as the Board of Directors shall determine a written account of the finances of the organization, and exercise all duties incident to the office of Treasurer. Any such written accounting shall be physically affixed to the minutes of the Board of Directors of such meeting.
SECTION 7. Executive Director. The Board of Directors may utilize an Executive
Director who shall be the chief executive officer and shall maintain offices for the Corporation.
The Executive Director shall be responsible for the day-to-day operation of the Corporation and perform such other duties as the President or Board of Directors may direct. The Executive
Director may be compensated for services rendered in such amount as the Board of Directors may determine to be responsible, proper, and reasonable.
ARTICLE VII – GENERAL PROVISIONS
SECTION 1. Checks. All checks, drafts and orders for the payment of money shall be signed in the name of the Corporation and in such manner by such officer or officers or such other person or persons as the Board of Directors shall from time to time designate for that purpose.
SECTION 2. Conduct of Meetings. All meetings of the members or Directors of the
Corporation shall be conducted according to Robert's Rules of Order, to the extent not inconsistent with the Articles of Incorporation or these By-Laws.
SECTION 3. Certification. The Corporation must obtain and maintain an annual certification from the Division as required by Section 626.9895, Florida Statutes.
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ARTICLE VIII – AMENDMENTS
These By-Laws and the Articles of Incorporation may be amended, repealed or altered, in whole or in part, by a majority vote of the whole board, subject to approval by the Division. Any amendment, repeal, or alteration of the By-laws or the Articles of Incorporation shall be void ab initio to the extent it may be inconsistent with Section 626.9895, Florida Statutes.
ARTICLE IX – WAIVERS AND CONSENTS
Any Director may waive notice of any meeting, whether waiver is given before or after the time stated for such meeting. Any Director may consent to action taken, whether or not notice was given, provided such consent is otherwise authorized under Florida law. Telephone conference calls may be substituted in lieu of meetings, again, provided that such a conference call complies with the requirements of Florida law.
ARTICLE X –IMMUNITY FROM CIVIL LIABILITY
Officers and Directors of this organization shall be immune from civil liability as provided for in Section 617.0831, Florida Statutes, as may be amended from time to time.
ARTICLE XI – ANNUAL BUDGET
The Corporation shall prepare and submit to the Division an annual budget for approval.
The budget must require the organization to minimize costs to the Division and its members at all times by using existing personnel and property and allowing for telephonic meetings if appropriate.
ARTICLE XII- ANNUAL AUDIT
Pursuant to Section 626.9895, Florida Statutes, the Corporation shall undergo an annual certified audit in accordance with Section 215.981, Florida Statutes.
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