COCONUT GROVE VILLAGE COUNCIL, INC.
(Amended August 2014)
ARTICLE I: INTENT
The Coconut Grove Village Council (“Council”) shall seek to promote and advance the interest of, and represent the people of Coconut Grove, Florida, before governmental and other entities having any impact on the people who live in the area defined herein as Coconut Grove.
The Council will seek to promote, protect and preserve, the social economic, physical environment, and historic character of Coconut Grove and the interests of its citizens and, in doing so, follow Coconut Grove’s tradition of cultural tolerance, respect for the natural environment, promotion of the arts and its commitment to social responsibility.
ARTICLE II: COUNCIL MEMBERS
All corporate power of the Council shall be exercised by or under the authority of and the affairs of the Council shall be managed under the direction of its board of directors (the “Council Board”), which shall be composed of the members of the Council (the “Members” of “Council Members”).
The Council Board shall be comprised of a total of eight (8) Members.
Coconut Grove is defined as that geographic area bounded by US-1 and Rickenbacker Causeway to the North, LeJeune Road to the West, the city limits of the City of Miami to the South and Biscayne Bay to East.
The following is for information purposes only to determine the geographic representation of the Cocoanut Grove Village Council:
A. North, Center Grove (Precincts 581, 582, 583 and 568)
B. West Grove (Precincts 584, 585, 598 and 634)
C. South, Center Grove (Precincts 532, 568 and 587)
The election of the Council Board Members shall occur every four years commencing with the November 2005 Mayoral election for the City of Miami. Each Council Member will be elected on a Grove wide basis by the registered voters of Coconut Grove (the “Grove Residents”). In the event a Council Member shall resign prior to the end of his or her four-year term, the seat shall be filled pursuant to the process described in paragraph 3 below. That seat shall then be open for re-election on the date of the next available City of Miami election in which Grove residents vote and the term of the Council Member elected to fill the seat shall be subject to Article II.4, four years from the date of his or her election.
Each Council Member of the Council shall be a registered voter and shall have resided within Coconut Grove (specifically within the boundaries as set for the within Article II, Section, I, in which the composition of Coconut Grove is defined), for a period of not less than twelve (12) months prior to his or her election or appointment as a Member.
Any vacant seats on the Council Board shall be filled, until the next available City of Miami election in which Coconut Grove votes, by the individual that ran for election and received the next highest number of votes by the Coconut Grove residents and continue to meet the requirements of Article II, Section 2 above. Said process shall be followed until all subsequent candidates are exhausted.
In the event all subsequent candidates are exhausted then the Council shall publicize the vacancy and solicit applicants for the position. Candidates for vacancies shall meet the requirements of Article II, Section 2 above. All qualified candidates for the position shall be consider by the Council Board, and appointed by a majority vote of the Council Members.
In the event that any Council Member shall miss three (3) consecutive regular meetings of the Council Board, the Chairman shall make written inquiry as to whether said Council Member intends to continue serving. In the event of a negative reply, or in the absence of a reply within thirty (30) days of receipt of the inquiry, said Council Member shall be deemed to have resigned and the seat be declared vacant.
4. NEWLY ELECTED MEMBERS
The newly elected Council Members shall be installed by the incumbent chairman or such other person(s) selected by the Council Board as the first order of business at the first regularly scheduled Council Board meeting immediately following the election.
5. REMOVAL OF MEMBERS
Any Council Member may be removed from office with or without cause by the vote or agreement in writing by a majority of all votes of the Grove Residents.
The notice of a meeting of the Grove Residents to recall a Member or Members shall state the specific Member sought to be removed.
A proposed removal of a Member at a meeting shall require a separate vote for each Member sought to be removed. Where removal is sought by written agreement, a separate agreement is required for each Member to be removed.
If removal is effected at a meeting, any vacancies created thereby shall be filled by the Grove Residents at the same meeting.
Any Member who removed from the Council Board shall be not eligible to stand for reelection until the next election of Members.
In the event that any Council Member shall miss three (3) consecutive regular meetings of the Council Board, the Council Board may remove the Council Member.
ARTICLE III: CONDUCT OF MEETINGS
1. TIME AND PLACE OF MEETINGS
The Council Board shall conduct regularly scheduled monthly meetings open to the public. Said meetings shall be held at a regular time and place. The meeting shall be at a private or public facility with full and fair access to all members of the public who may wish to attend. The Council Board may set and change the time, place and/or location of a meeting by a majority vote of the Council Members.
A quorum shall be defined as fifty-percent (50%), rounded to the next whole number, of the then filled seats on the Council Board at any given time.
Example: the current Council Board has eight (8) seats. Under the definition above, a quorum would be comprised of four (4) Council Members (8 x 0.5 = 4).
Due to the current seats number of Council Members, the Chairman will abstain from voting on issues unless there is a tie. If there is a tie, the Chairman will be the tiebreaker.
3. MANNER OF ACTING
The act of a majority of the Members present at a Council Board meeting at which a quorum is present shall be an act of the Council Board, unless the act of a greater number is required by the Council’s article of incorporation, these by-laws or applicable law.
4. ACTION BY COUNCIL BOARD WITHOUT A MEETING
Action required or permitted by law to be taken at a Council Board meeting or Board Committee (defined below) meeting may be taken without a meeting if the action is taken by all Members of the Council or of the subject Board Committee. The action must be evidenced by one or more written consents describing the action taken and signed by each Member of the Council Board or of the subject Board Committee. Action taken under this section is effective when the last Member of the Council Board or subject Board Committee signs the consent.
To the extent possible and practical, all meetings of the Council Board shall be conducted in accordance with a written agenda, which shall be available to all those in attendance at the meeting. The agenda shall be prepared in outline form, including the following items:
• Roll Call
• Approval of Minutes
• Old Business
• Committee Reports
• New Business
Items may be taken out of order at the discretion of the Chairman, subject to the Council Boards’ non-objection.
The agenda shall be open for placement of the items at the close of the previous regular monthly meetings and shall close at noon five (5) days prior to the meeting. Any Council Member may place items on the agenda. The general public may place items on the agenda for presentation by written request to the Chairman received prior to the agenda closing. The agenda shall be made available to Members no later than two (2) days prior to the meeting. Items submitted for the agenda after the closing thereof, shall be automatically carried over to the next agenda.
6. NOTICE OF REGULAR MEETINGS AND SPECIAL MEETINGS
Regularly scheduled meetings of the Council Board may be held at the regularly scheduled date, time and place without special notice of date, time, place or purpose of meeting. However, the Council Board shall seek to provide all such information in the manner listed below upon not less than two (2) days prior notice.
A Special Meeting of the Council Board may be called by a majority of the Members of the Chairman. A Special Meeting of the Council Board must be preceded by at least two (2) days prior written notice to each Member of the date, time, place and purpose of the meeting. Discussions and action at Special Meeting shall be strictly limited to the matters properly noticed.
Notice or publication of any meeting of the Council Board shall be deemed accomplished by: (i) publication in the City of Miami’s calendar and/or by publication on the calendar maintained at www.coconutgrovevillagecouncil.com and (ii) the confirmed transmission of an email to each Member at the email address designated by such Member.
7. PLANNING MEETINGS
The Council Board may also meet to discuss Council business or affairs at meetings (“Planning Meetings”) that are not generally opened to the public, absent invitation by the Council Board. Planning Meetings may be called by a majority of the Council Board Members at any time upon at least two (2) days prior written notice of any Member of the date, time, place and purpose of the meeting. Planning Meetings may be held by means of a telephone conference. The Council Board shall take no formal action at a Planning Meeting.
ARTICLE IV: OFFICERS
The Council shall have the following officers, who will serve for a term of one (1) year:
The Chairman shall preside at all meetings of the Council Board. The Chairman and/or such other persons designated by the Council shall represent the Council before all governmental and other entities and shall have the authority as set for the by these By Laws. There shall be a four-year term limit for any individual to serve as Chairman.
If during the Chairman’s tenure he or she decides to run for political office, then the Chairman will step down as an Officer of the Council Board but remain a Council Member.
B. Vice Chairman
The Vice Chairman shall preside at all meetings of the Council Board when the Chairman is unable to do so and shall have all other authority as set forth by these By-Laws.
The Secretary shall be responsible for the maintenance of all records of the Council and accurate minutes of the Council Board meetings, and shall attest to all resolutions of the Council Board. The Secretary shall: (a) keep the minutes of the meetings of the Members in one or more books provided for that purpose: (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be custodian of the corporate records [and of the seal of the corporation, if any, and see that the seal of the corporation, if any, is affixed to all documents which are authorized to be executed on behalf of the corporation under its seal;] (d) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to him or her by the Council Board.
The Treasure shall oversee all financial aspects of the Council, including but not limited to preparation and presentation to the Council Board of an annual budget, all bank accounts and all fund-raising efforts. The Treasurer shall prepare a yearend financial report including all income and expenditures and the sources of the income and objects of the expenditures. The Treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the Council; (b) receive and give receipts for moneys due and payable to the Council from any source whatsoever, and deposit all such moneys in the name of the Council in such banks, trust companies or other depositories as shall be selected by the Council; and (c) in general perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him or her by the Council Board.
E. Sergeant of Arms
The Sergeant of Arms shall be responsible for maintaining order at all meetings and will ensure that time limits set by the acting chairperson are strictly adhered to.
An officer may resign at any time by delivery of notice to the Council Board. The Council Board may remove any officer at any time with or without cause.
ARTICLE V: PARLIAMENTARY AUTHORITY
The Council Board shall appoint a Parliamentarian and follow parliamentary procedure in the conduct of all business, as set forth in the Florida Not For Profit Corporation Act, the Articles of Incorporation and these By-Laws. Absent the Council Board’s agreement otherwise, in all areas in which no other authority or procedure is specifically called for, the Council Board shall follow Robert’s Rules of Order, Newly Revised.
ARTICLE VI: COMMITTEES
The Council Board may designate from among its Members an Executive Committee and one or more other committees (each a “Board Committee) each of which, to the extent set forth in the authorizing resolution, shall have and may exercise all the authority of the Council Board, except no such Board Committee shall have the authority to:
a) elect Council Members or fill vacancies on the Council Board or any Board Committee; or
b) adopt, amend or repeal by-laws.
Sections 617.0820, 617.0822, 617.0823 and 617.0824 of the Florida Not For Profit Corporation Act, which governs meetings, notice and waiver of notice, and quorum and voting requirements of the Council Board, apply to Board Committees and their members as well.
Each Board Committee must have two or more Members who serve at the pleasure of the Board of Directors.
Absent express authorization by the Council Board, no Board Committee shall have the unilateral power to exercise the authority of the Council Board and each Board Committee shall only make recommendation s to the Council Board.
Subject to the Council Board’s authority resolution, with respect to such Board Committee, each Board Committee shall be authorized to conduct regular and/or special meetings. To the extent possible and practical, each Board Committee meeting shall be conducted and noticed in a manner consistent with Council Board meetings.
All Council Members shall be permitted to attend and to speak at all Board Committee meetings, however, voting for the purpose of determining recommendations to the Council Board shall be limited to duly elected Council Members who are members of said Board Committee.
Each Board Committee shall provide a written report summarizing its meeting to the Secretary for inclusion in the next Council Board meeting agenda package. This report shall include a list of those Members present, a list of topics discussed, and a summary of all recommendations made, if any.
ARTICLE VII: FINANCE
The Council shall have a fiscal year commencing on January 1.
The Council shall be funded through any legal activity in conformance with Florida Statutes relating to non-profit corporations.
The Council shall maintain bank accounts such as shall be determined by resolution, with checks issued by the Council to be signed by any one of the following officers: Chairman, Vice Chairman, or Treasurer. However, checks exceeding $500.00 shall require the signatures of any two such officers.
The Council shall operate on an annual budget effective on January 1, to be presented by the Treasurer at the November Council Board meeting each year, and to be approved by majority vote of the Council Board Members at the December meeting. Any additions to the budget shall be approved by the Council Board.
ARTICLE VIII: PAPERS AND RECORDS
Each regular public meeting of the Council Board shall be recorded, and the minutes shall be retained by the Secretary.
There shall be written minutes of all Council Board meetings at which action is, or legally can be, taken. Such minutes shall be submitted for approval at the next regular monthly meeting of the Council Board, and once approved shall become the official record of that meeting.
All minutes of Council Board meetings, together with all other Council papers, records and correspondence shall be retained in an orderly fashion, at a place to be determined by resolution, where they shall be open to public inspections at reasonable times.
ARTICLE IX: STANDARDS OF CONDUCT
1. A Council Member shall discharge his or her duties as a Council Member, including his or her duties as a member of a Board Committee:
a) In good faith;
b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
c) In a manner he or she reasonably believes to be in the best interests of the Council.
2. In discharging his or her duties, a Council Member may rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
a) One or more officers or employees of the Council whom the Council Member reasonably believes to be reliable and competent in the matters presented;
b) Legal counsel, public accountants, or other persons as to matters the Council Member reasonably believes are within the persons’ professional or expert competence; or
c) A Board Committee of which he or she is not a member if the Council Member reasonably believes the Board Committee merits confidence.
3. A Council member is not acting in good faith if he or she has knowledge concerning the matter in questions that makes reliance otherwise permitted by subsection (2) unwarranted.
4. A Council Member is not liable for any action taken as a Council Member, or any failure to take any action, if he or she performed the duties of his or her office in compliance with this section.
ARTICLE X: CONFLICTS OF INTEREST
1. No contract or other transaction between the Council and one or more if its Council Members or any other corporation, firm, association, or entity in which one or more of its Council Members are directors or officers or are financially interested shall be either void or voidable because of such relationship or interest, because such Council Member or Council Members are present at the meeting of the Council Board or a Board Committee which authorizes, approves, or ratifies such contract or transaction, or because his or her or their votes are counted for such purpose, if:
a) The Fact of such relationship or interest is disclosed or known to the Council Board or Board Committee which authorizes, approves, or ratified that contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Council Members;
b) The fact of such relationship or interest is disclosed or known to the Council Members entitled to vote on such contract or transaction, if any, and they authorize, approve, or ratify it by vote or written consent; or
c) The contract or transaction is fair and reasonable as to the Council at the time it is authorized by the Council Board, a Board Committee, or the Council Members.
2. Common or interested Council Members may be counted in determining the presence of a quorum at a meeting of the Council Board or a Board Committee which authorizes, approves, or ratifies such contract or transaction.
3. Loans, other than through the purchase of bonds, debentures, or similar obligations of the type customarily sold in public offerings, or through ordinary deposit of funds in a bank, may not be made by the Council to its directors or officers, or to any other corporation, firm, association, or other entity in which one or more of its Council Members or officers is a director or officer or holds a substantial financial interest, except a loan by one corporation which is exempt from federal income taxation under s. 501(c)(3) of the Internal Revenue Code of 1986, as amended. A loan made in violation of this section is a violation of the duty to the Council of the Council Members or officers authorizing it or participating in it, but the obligation of the borrower with respect to the loan shall not be affected thereby.
ARTICLE XI: BY-LAWS AMENDMENT
These By-Laws may be amended as required to carry out the goals of the Council.
Amendments may be proposed by any Council Member.
All proposed Amendments shall be given two (2) readings.
The readings must be at separate, consecutive public meetings at which a quorum is present. The first reading shall be at the time that the Amendment is proposed or presented. The Amendment shall be discussed and shall be voted after a public hearing at the second reading. The Amendment may be further amended at the second reading.
Approval of all Amendments to these By-Laws shall be by affirmative vote of no less than four (4) members of the Council, at a regular scheduled public meeting, duly noticed in accordance with these By-Laws, after the second of two readings.
In the event of approval, said Amendment shall become part of these By-Laws at the close of the meeting at which it is approved.
In the event of failure of the Amendment, no further Amendment on the same subject may be proposed for thirty (30) days.
All Amendments to the By-Laws shall be reduced to writing and incorporated into the existing set of By-Laws.
ARTICLE XII: INDEMNIFICATION
1. Each person (including here and hereinafter, the heirs, executors, administrators, or estate of such person) (a) who is or was a Member or officer of the Council, (b) who is or was an agent or employee of the Council and to whom the Council has agreed to grant such indemnity hereunder, or (c) who is or was serving at the request of the Council as its representative in the position of a Member, officer, trustee, partner, agent, or employee of another corporation, partnership, joint venture trust or other enterprise and as to whom the Council has agreed to grant such indemnity hereunder, shall be indemnified by the Council as of right to the fullest extent permitted or authorized by current or future legislation or by current or future judicial or administrative decision (but, in the case of any future legislation or decision, only to the extent that it permits the Council to provide broader indemnification rights than permitted prior to the legislation or decision), against all fines, liabilities, settlements, losses, damages, costs and expenses, including attorneys’ fees, asserted against him or her or incurred by him or her in his or her capacity as such Member, officer, trustee, partner, agent, employee or representative or arising out of his or her status as such Member, officer, trustee, partner, agent, employee or representative. The foregoing right of indemnification shall not be exclusive of other rights to which those seeking indemnification may be entitled. The Council may maintain insurance, at its expense, to protect itself and any such person against any such fine, liability, cost or expense, including attorneys’, fees, whether or not the Council would have the legal power to directly indemnify him or her against such liability.
2. Costs, charges and expenses (including attorneys’ fees) incurred by a person referred to in Section 1 of this Article in defending a civil or criminal suit, action or proceeding may be paid (and, in the case of Members of the Council, shall be paid) by the Council in advance of the final disposition thereof upon receipt of an undertaking to repay all amounts advanced if it is ultimately determined that the person is not entitled to be indemnified by the Council as authorized by this Article, and upon satisfaction of other conditions established from time to time by the Council Board or required by current or future legislation (but, with respect to future legislation, only to the extent that it provides conditions less burdensome than those previously provided).
3. If this Article or any portion of it is invalidated or any ground by a court of competent jurisdiction, the Council nevertheless indemnifies each Member of the Council to the fullest extent permitted by all portions of this Article that has not been invalidated and to the fullest extent permitted by law.
4. The rights of each person designated in Section l(a) of this Article XII shall vest immediately upon such person becoming a Member, trustee or officer. No future amendment to the provisions of this Article XII shall be applied retroactively to deny any such persons any rights under this Article XII.
ARTICLE XIII: IMMUNITY FROM CIVIL LIABILITY
1. Each person who is an officer or a director of the Council, a nonprofit organization recognized under 501(c)(3) of the Internal Revenue Code of 1986, as amended, shall not be personally liable for monetary damages to any person for any statement, vote, decision, or failure to take an action, regarding organizational management or policy by an officer or director, unless:
A. The officer or director breached or failed to perform his or her duties as an officer or director; and
B. The officer’s or director’s breach or, or failure to perform, his or her duties constitutes:
a) A violation of the criminal law, unless the officer or director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful. A judgment or other final adjudication against an officer or director in any criminal proceeding for violation of the criminal law estops that officer or director from contesting the fact that his or her breach, or failure to person, constitutes a violation of the criminal law, but does not stop the officer or director from establishing that he or she had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful;
b) A transaction from which the officer or director derived an improper personal benefit, either directly or indirectly; or
c) Recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.
2. For the purposes of this section, the term:
A. “Recklessness” means the acting, or omission to act, in conscious disregard of a risk:
a) Known, or so obvious that it should have been know, to the officer or director; and
b) Known to the officer or director , or so obvious that it should have been know, to be so great as to make it highly probable that harm would follow from such action or omission.
B. “Director” means a person who serves as a director, trustee, or member of the governing board of an organization.
C. “Officer” means a person who serves as an officer without compensation except reimbursement for actual expenses incurred or to be incurred.