AMENDED BYLAWS
OF
FLORIDA COALITION FOR CHILDREN BEHAVIORAL HEALTH NETWORK
(A CORPORATION NOT-FOR-PROFIT)
ARTICLE I
AUTHORIZATION AND PURPOSE
1.1
The Florida Coalition for Children Behavioral Health Network ("Corporation") adopts
these Amended Bylaws as authorized by Article VIII of the Amended Articles of Incorporation of
the Corporation pursuant to the power of the Board of directors ("Board") to adopt such Amended
Bylaws. These Amended Bylaws are so adopted and approved.
ARTICLE I1
TAX-EXEMPT PROVISIONS
2.1
It is intended that nothing in these Amended Bylaws shall affect the status of the
Corporation as an organization described in Section 501(c)(3) of the Internal Revenue Code of
1986, as amended ("Code"), and as an organization which is not a private foundation within the
meaning of Section 509(a) of the Code. These Amended Bylaws shall be interpreted in a manner
consistent with the foregoing and any regulations issued pursuant thereto. These Amended Bylaws
may be amended to conform to the provisions of any applicable law or government regulation in
order to carry out the foregoing intention. References herein to provisions of the Code shall be
deemed references to the corresponding provisions of any future Internal Revenue Code.
2.2
The Board shall take such action and adopt such policies as may be necessary or
appropriate to cause the Corporation to be and remain an organization described in Code Section
501(c)(3). In furtherance of the foregoing, the operations of the Corporation shall comply with
those procedures required by the Internal Revenue Service with respect to the governance and
operation of tax-exempt organizations.
ARTICLE III
BUSINESS OFFICES
3.1
The Corporation shall have such offices as its business may require within or without the
State of Florida.
ARTICLE IV
REGISTERED OFFICE AND REGISTERED AGENT
4.1
The address of the registered office in the State of Florida and the name of the registered
agent of the corporation at such address are set forth in the Amended Articles of Incorporation.
The corporation may, from time to time, designate a different address as its registered office or a
different person as its registered agent, or both; provided, however, that such designation shall
become effective upon the filing of a statement of such change with the Department of State of the
State of Florida as required by law.
4.2
In the event the Corporation desires to qualify to do business in one or more States other
than Florida, the Corporation shall designate the location of the registered office or location of the
registered or resident agent in each such State and designate the registered or resident agent for
service of process at such address in the manner provided by the law of the State in which the
Corporation elects to be qualified.
ARTICLE V
BOARD OF DIRECTORS
5.1
Except as otherwise provided by law or by the Corporation's Amended Articles of
Incorporation, all corporate powers shall be exercised by or under the authority of, and the
business and affairs of the Corporation shall be managed under the direction of, the Board of
Directors.
5.2
The Board of Directors shall be selected from the membership and shall consist of four
(4) representatives of
CBC lead agencies and three (3) representatives of service provider
agencies. The initial Board shall be selected by the officers. Such Board shall be subject to
approval by majority of the members present at the annual meeting. The Board shall establish
staggered terms for the Board Member now nominate candidates from the floor at the annual
meeting in lieu of the Board list presented by the officers at the annual meeting. The Chair and
Vice Chair/Secretary of this Corporation shall also be members of the Florida Coalition for
Children Board of Directors.
The Annual Meeting of the Board of Directors of the Corporation shall be held without
notice other than contained herein, in November near the time and location of the annual meeting
of the Foundation membership.
5.3
The Board of Directors may, from time to time, by resolution appoint the time and place,
within or without the State of Florida, for holding regular meetings of the Board it deems
advisable. Such regular meetings shall thereupon be held at the time and place so appointed.
Notice of the time and place of each such regular meeting shall be given either personally or by
telephone or by mail or e-mail not less than ten (10) days before such meeting. In case the day
appointed for a regular meeting shall fall upon a legal holiday, such meeting shall be held on the
next succeeding day not a legal holiday at the regularly appointed hour.
5.4
Special meetings of the Board of Directors shall be held whenever called by the President
or by a majority of the Board of Directors. The person or persons authorized to call special
meetings of the Board of Directors may fix any place, either within or without the State of Florida,
as the place for holding any special meeting of the Board of Directors called by him or them.
5.5
Notice to a director of any special meeting may be given in writing by mailing the same to
the residence or place of business of the director as shown on the books of the Corporation not less
than five (5) days before the day on which the meeting is to be held, or may be given by: (i)
sending the same by email, telegraph or cable graph; (ii) delivering the same personally; (iii)
leaving the same at the Director's place of business; or (iv) giving the same by telephone, not later
than the day before such day of meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail addressed to the director's residence or place of business
with postage thereon prepaid. If notice is given by telegram or cablegram, such notice shall be
deemed to be delivered when the telegram or cablegram is delivered to the telegraph company.
Except as otherwise provided by the Amended Bylaws or as may be indicated in the notice
thereof, any and all business may be transacted at any special meeting.
5.6
A director may waive the requirement of notice of a special meeting of the Board of
Directors by signing a waiver of notice either before or after the meeting. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and
all objections to the place or time of such meeting or the manner in which it has been called or
convened, except when the director states, at the beginning of the meeting, any objection to the
transaction of business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need
be specified in the notice or waiver of notice of such meeting.
5.7
A majority of the total number of directors shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if fewer than a majority are present at the
meeting, a majority of the directors present may adjourn the meeting from time to time without
further notice.
(a) Directors shall be deemed present at a meeting of the Board of directors if a conference
telephone or similar communications equipment, by means of which all persons participating in
the meeting can hear each other, is used.
(b) Except as otherwise required by law, by the Amended Articles of Incorporation or by
these Amended Bylaws, the affirmative vote of a majority of the directors present at the meeting at
which a quorum is present shall be the act of the Board of Directors.
5.8
A director of the corporation who is present at a meeting of the Board of Directors at
which action on any corporate matter is taken shall be presumed to have assented to the action
taken unless he votes against such actions or abstains from voting in respect thereto.
5.9
Any action required or permitted to be taken by the Board of Directors at a meeting may
be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed
by all of the directors and filed in the minutes of the proceedings of the Board of Directors.
5.10
No contract or other transaction between the Corporation and one or more of its directors
or any other corporation, firm, association or entity in which one or more of its directors are
directors or officers or are financially interested, shall be either void or voidable because of such
relationship or interest or because such director or directors are present at the meeting of the Board
of Directors or a committee thereof which authorizes, approves or ratifies such contract or
transaction or because his or their votes are counted for such purpose, if:
(a) The fact of such relationship or interest is disclosed or known to the Board of
Directors or committee which authorizes, approves or ratifies the contract or transactions by a
vote or consent sufficient for the purpose without counting the votes or consents of such
interested directors; or
(b) The contract or transaction is fair and reasonable to the Corporation at the time it is
authorized by the Board of Directors or a committee thereof.
(c) Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves
or ratifies such contract or transaction.
5.11
Directors of the Corporation are expected to serve on a voluntary basis without
remuneration. The Board of Directors may authorize the Corporation to pay each director
rendering services to the Corporation not ordinarily rendered by directors such special
compensation as shall be appropriate to the value of such services, as determined by the Board of
Directors from time to time. None of these payments shall preclude any director from serving the
Corporation in any other capacity and receiving compensation thereof.
5.12
Any director of the Corporation may resign at any time either by oral tender of resignation
at any meeting of the Board of Directors or by giving written notice thereof to the President or the
Secretary of the Corporation. Such resignation shall take effect at the time specified therefore, and
unless otherwise specified with respect thereto, the acceptance of such resignation shall not be
necessary to make it effective.
5.13
Subject to the provisions of Article VI of the Amended Articles of Incorporation regarding
the composition of the Board of Directors, any director of the Corporation may be removed, with
or without cause, by the President of the Florida Coalition for Children..
5.14
Any vacancy occurring on the Board of Directors shall be filled by a selection made by the
Chair of The Florida Coalition for Children Behavioral Health Network. A director elected to fill
a vacancy shall hold office only until the next Annual Meeting of Directors.
ARTICLE VI
COMMITTEES
6.1
The Board of Directors may designate from among its members an Executive Committee
and one or more other committees as may he necessary from time to time to study and make
recommendations to the Board of Directors on any matters. Committee members shall he deemed
present at meetings of any committee if a conference telephone or similar communications
equipment, by means of which all persons participating in the meeting can hear one another, is
used.
6.2
Except as otherwise required by law, by the Amended Articles of Incorporation or by
these Amended Bylaws, the affirmative vote of a majority of the committee members present at a
meeting of any committee at which a quorum is present, shall he the act of such committee. The
failure to appoint a committee, or a committee's failure to meet, shall not in any manner affect the
validity of any of the Corporation's actions or its existence.
ARTICLE VII
OFFICERS
7.1
The officers of the Corporation shall consist of a Chair, Vice Chair/Secretary, and
a Treasurer, each of whom shall be appointed by the President of The Florida Coalition for
Children. Such other officers, assistant officers and agents as may be deemed necessary
by the Board of Directors may be elected or appointed by the President of The Florida
Coalition for Children from time to time. Any two (2) or more offices may he held by the
same person. A failure to elect a Chair, a Vice Chair/Secretary, or a Treasurer, or the
appointment or election of a single person to assume the duties of more than one officer,
shall not affect the existence of the Corporation.
7.2
Officers of the Corporation shall be appointed at each Annual Meeting of the Board of
Directors. If the appointment of officers is not held at such meeting, the appointment shall be
conducted as soon thereafter as conveniently possible. Each officer shall hold office until the next
Annual Meeting of the Board of directors and until his successor shall have been duly appointed
and qualified, or until his earlier resignation, removal from office or death.
7.3
Any officer or agent may be removed from the Board of Directors by the
Board of Directors of the Florida Coalition for Children whenever, in its judgment, the best
interests of the Corporation will be served thereby, but the removal shall be without prejudice to
the contract rights, if any, of the person so removed.
7.4
A vacancy in any office because of resignation, removal, death or otherwise, may be filled
by the Chair of The Florida Coalition for Children Behavioral Health Network for the unexpired
portion of the term.
7.5
The President shall preside, when available, at all meetings of the Board of Directors, and
shall appoint members of all committees of the Corporation, and, under the direction of the Board
of Directors, shall have general responsibility for the management and direction of the business,
properties and affairs of the Corporation. The President shall have general executive powers,
including all powers required by law to be exercised by a President of a corporation as such, as
well as the specific powers conferred by these Amended Bylaws or by the Board of Directors.
7.6
In the absence of the President or in the event of the President's death, inability or refusal to
act, the Secretary shall perform the duties of the President and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President.
7.7
The Secretary shall (i) keep the minutes of the proceedings of the Board of Directors in
one or more books provided for that purpose; (ii) see that all notices are duly given in accordance
with the provisions of these Amended Bylaws or as required by law;
(iii) be custodian of the corporate records and of the seal of the Corporation and see that the seal of
the Corporation is affixed to all documents the execution of which on behalf of the corporation
under its seal is duly authorized; (iv) keep a list of the post office addresses of all directors, which
shall be furnished to the Secretary and the directors; and
(v) in general perform all duties incident to the office of Secretary and such other duties as from
time to time may be assigned to him by the Board of Directors. The Corporation may have one or
more assistant Secretaries who shall perform the duties of the Secretary in the absence of the
Secretary.
7.8
The Treasurer shall have charge and custody of and be responsible for all funds and
securities of the Corporation and in general perform all of the duties as from time to time may be
assigned to him by the President or by the Board of directors. The Treasurer shall make proper
reports to the Board of Directors as required and shall ensure that proper accounting controls are
installed and maintained.
ARTICLE VIII
MEMBERSHIP
8.1
The members of the Corporation shall consist of those individuals and organizations who
are members of The Florida Coalition for Children and those individuals and organizations who
otherwise satisfy criteria, and remit such membership fee(s), as are established by the Board or to
whom the Board shall, by majority vote of the directors, issue invitations for membership. There
shall be no limitation as to the number of members to whom the Corporation may issue invitations
for membership, such being within the discretion of the Board.
8.2
Any membership may be terminated upon majority vote of the individuals comprising the
Board. Membership shall also be terminated upon the failure of a member to remit such
membership fee(s) as are established pursuant to Section 8.1 of this Article VIII.
8.3
Membership in the Corporation shall not be transferable to any person or
organization for any reason.
8.4
Meetings of the Members shall be held at the principal office of the Corporation unless
another place (within or without the State of Florida) is designated in the notice of the meeting.
(A)
The Annual Meeting of the Members of the corporation shall be held, without
notice other than contained herein, on the second Monday in May of each year at the principal
business office of the Corporation or such other place as shall be designated by the Board of
Directors. If said date shall be a legal holiday, the Annual Meeting shall be held on the next
succeeding day not a legal holiday at the time and place stated above.
(B)
Special meetings of the Members shall be convened if called by the President or
the Board. The call for the meeting shall be issued by the Secretary, unless the party requesting the
meeting shall designate another person to do so.
(C)
In the case of a special meeting, written notice stating the place, day, and hour,
and the purpose or purposes for which the meeting is called shall be delivered to each Member not
less than ten (10) days before the date named for the meeting, either personally or by first-class
United States mail, by or at the direction of the President, the Secretary, or the officer or persons
calling the meeting, unless other notice provisions are required by law in a particular case. If
mailed, such notice shall be deemed to be delivered when deposited in the United States mail
addressed to the Member at the Member's address as it appears on the books of the Corporation,
with postage thereon prepaid.
(D) When a meeting is adjourned to another time or place, it shall not be necessary to give
any notice of the adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and any business may be transacted
at the adjourned meeting that might have been transacted on the original date of the meeting. If,
however, after the adjournment the Board fixed a new record date for the adjourned meeting, a
notice of the adjourned meeting shall be given as provided in paragraph (C) above, to each
Member of record on the new record date who is entitled to vote at such meeting.
ARTICLE IX
DISTRIBUTION OF SURPLUS ON LIQUIDATION
9.1
Upon the liquidation, dissolution or other discontinuance of the business and operation of
the Corporation, no surplus remaining after payment of the just debts and liabilities of the
Corporation shall be distributed to or among the directors or members of the Corporation, but after
making provision for the payment of all of the liabilities of the Corporation, the remaining assets
shall be distributed to such other organization or organizations described in Code Section
501(c)(3) as the Board of Directors shall consider most nearly meets the objectives and purposes f
this Corporation.
ARTICLE X
BOOKS. RECORDS AND REPORTS
10.1
The Corporation shall keep and maintain complete books and records of accounts and
shall keep minutes of the proceedings of its Board of Directors and committees. The Corporation
shall also keep at its registered office a list of its Members, including the names and addresses of
all such Members.
10.2
The Corporation shall file with the Department of State of the State of Florida all reports
on such forms and containing such information as the Department of State may prescribe, as well
as all federal and state tax returns and information statements if, when and as due.
ARTICLE XI
INDEMNIFICATION
11.1
Any person made or threatened to be made a party to any action or proceeding, whether
civil or criminal, by reason of the fact that he is or was a director, officer, or employee of the
Corporation (or serves or served any other corporation or other entity or organization in any
capacity at the request of the Corporation while he was a director, officer or employee of the
Corporation) shall be and hereby is indemnified by the Corporation against all judgments, fines,
amounts paid in settlement and reasonable expenses including attorneys' fees actually and
necessarily incurred as a result of any such action or proceeding, or any appeal therein, to the full
extent permitted and in the manner prescribed by law. In the case of the indemnification of a
person who is or was an employee (rather than a director or an officer) of the Corporation, such
indemnification shall be, unless otherwise provided by law, to the same extent permitted and in the
manner prescribed by the provisions of the Florida Not For Profit Corporation Law for the
indemnification of directors and officers. The foregoing right of indemnification shall not be
exclusive of other rights to which those seeking an indemnification may be entitled. The
Corporation may maintain insurance, at its expense, to protect itself and any such person against
any such fine, liability, cost, or expense, whether or not the Corporation would have the legal
power to directly indemnify him against such liability.
ARTICLE XII
AMENDMENTS AND ADDITIONAL RULES
12.1
Amendments to these Amended Bylaws may be proposed by the President of the Florida
Coalition for Children Behavioral Health Network and adopted at any meeting of the Board of
Directors at which a quorum is present upon the affirmative vote of a majority of the members of
the Board present at a meeting; provided, however, that no amendment to these Amended Bylaws
shall be adopted without at least two (2) affirmative votes therefore. No amendment may be
adopted which is inconsistent with the intentions stated in Article II hereof.
12.2
The board of Directors may adopt additional rules, not inconsistent with these Amended
Bylaws or the Corporation's Amended Articles of Incorporation.
ARTICLE XIII
GENDER
13.1
All pronouns and any variations thereof shall be deemed to refer to the masculine,
feminine, neuter, singular or plural, as the identify of the party or parties may require.
ARTICLE XIV
ALL OTHER MATTERS
14.1
Any matter not covered by these Amended Bylaws shall be governed by the Florida Not-
For-Profit Corporation laws as such laws shall now or hereafter exist.