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Bylaws of the Antique Motorcycle Foundation #2
Section 12.
The board of directors, at its annual meeting, shall elect from among its membership a chairman of the board of directors, a president, a vice president, a secretary, a treasurer, and such other officers as the board of directors, from time to time, shall deem necessary. The board of directors shall have the power to elect a new president should a vacancy in that office occur, but if the board of directors does not do so, the vice president, the secretary, and the treasurer, in that order, shall serve as acting president of the corporation until the next annual election of officers.
Section 13.
Any director may be removed by two-thirds vote of the remaining members of the board of directors, whether or not a quorum is present, whenever, in the judgment of the board of directors, the best interests of the corporation will be served thereby.
Section 14.
The board of directors may establish committees from among its membership and, subject to any limitations imposed by law, shall vest in such committees such powers and duties as the board of directors shall think proper.
Section 15.
Every director, officer, employee, or agent of the corporation shall be indemnified by the corporation to the full extent permitted by Florida law, as now in existence or as from time to time hereafter amended.
Section 16.
The board of directors shall not set any compensation for itself, or for any member thereof, other than a nominal amount which shall not exceed Two Thousand Five Hundred Dollars ($2,500.00) per member of the board of directors per year. Additionally, the board of directors may authorize each member of the board of directors to receive reimbursement for his or her expenses reasonably incurred in attending meetings of the board of directors, in attending meetings of committees of the board of directors, or traveling for or on behalf of the corporation.
Section 17.
The board of directors shall adopt and require the implementation of a conflict of interest policy statement for use by the corporation and all of its officers, directors, and committee members.
ARTICLE IV.
OFFICERS
Section 1.
The officers of the corporation shall consist of a chairman of the board of directors, a president, not less than one (1) vice president, a secretary, a treasurer, and such other officers as the board of directors, from time to time, shall deem necessary, and shall be elected by the board of directors as set forth in Article III, Section 12, above. Any two (2) or more of such offices may be held by the same person.
Section 2.
Each officer has the authority and shall perform the duties set forth in these bylaws or, to the extent consistent with these bylaws, the duties prescribed by the board of directors.
Section 3.
An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, the board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.
Section 4.
Any officer may be removed by two-thirds vote of the remaining members of the board of directors, whether or not a quorum is present, whenever, in the judgment of the board of directors, the best interests of the corporation will be served thereby.
Section 5.
The chairman of the board of directors shall, when present, preside at all meetings of the board of directors. The chairman of the board of directors shall be a member ex officio of all committees. The chairman of the board of directors may sign deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties as may be prescribed by the board of directors from time to time.
Section 6.
The president shall be the principal executive officer of the corporation and,
subject to the control of the board of directors, shall in general supervise and control all of the business and affairs of the corporation. The president shall, preside at all meetings of the board of directors in the absence of the chairman of the board or in the inability of the chairman of the board so to serve. The president may sign deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time.
Section 7.
In the absence of the president or in the event of the president's death, inability, or refusal to act, and in the absence of a contrary specification by the board of directors, the vice president 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. The vice president shall perform such other duties as from time to time may be assigned by the president or by the board of directors.
Section 8.
The secretary shall: (a) keep the minutes of the proceedings at meetings of the board of directors in one or more books provided for that purpose; (b) 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 is duly authorized on behalf of the corporation under its seal and otherwise authenticate the records of the corporation; (c) keep a register of the mailing address of each member of the board of directors which shall be furnished to the secretary by each member of the board of directors; and (d) in general, perform all of the duties as from time to time may be assigned by the president or by the board of directors.
Section 9.
The treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the board of directors in accordance with the provisions of these bylaws; and (c) in general, perform all of the duties as from time to time may be assigned by the president or by the board of directors. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of the duties of the treasurer in such sum and with surety or sureties as the board of directors shall determine.
Section 10.
The assistant secretary shall perform the functions of the secretary in theabsence of the secretary or in the inability of the secretary so to serve.
ARTICLE V.
CONTRACTS, LOANS, AND OTHER DOCUMENTS
Section 1.
The board of directors may authorize any officer, officers, agent, or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.
Section 2.
No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or may be confined to specific instances.
Section 3.
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer, officers, agent, or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors. Any such resolution shall be spread upon the minutes by the proceedings of the meeting.
Section 4.
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select.
Section 12.
The board of directors, at its annual meeting, shall elect from among its membership a chairman of the board of directors, a president, a vice president, a secretary, a treasurer, and such other officers as the board of directors, from time to time, shall deem necessary. The board of directors shall have the power to elect a new president should a vacancy in that office occur, but if the board of directors does not do so, the vice president, the secretary, and the treasurer, in that order, shall serve as acting president of the corporation until the next annual election of officers.
Section 13.
Any director may be removed by two-thirds vote of the remaining members of the board of directors, whether or not a quorum is present, whenever, in the judgment of the board of directors, the best interests of the corporation will be served thereby.
Section 14.
The board of directors may establish committees from among its membership and, subject to any limitations imposed by law, shall vest in such committees such powers and duties as the board of directors shall think proper.
Section 15.
Every director, officer, employee, or agent of the corporation shall be indemnified by the corporation to the full extent permitted by Florida law, as now in existence or as from time to time hereafter amended.
Section 16.
The board of directors shall not set any compensation for itself, or for any member thereof, other than a nominal amount which shall not exceed Two Thousand Five Hundred Dollars ($2,500.00) per member of the board of directors per year. Additionally, the board of directors may authorize each member of the board of directors to receive reimbursement for his or her expenses reasonably incurred in attending meetings of the board of directors, in attending meetings of committees of the board of directors, or traveling for or on behalf of the corporation.
Section 17.
The board of directors shall adopt and require the implementation of a conflict of interest policy statement for use by the corporation and all of its officers, directors, and committee members.
ARTICLE IV.
OFFICERS
Section 1.
The officers of the corporation shall consist of a chairman of the board of directors, a president, not less than one (1) vice president, a secretary, a treasurer, and such other officers as the board of directors, from time to time, shall deem necessary, and shall be elected by the board of directors as set forth in Article III, Section 12, above. Any two (2) or more of such offices may be held by the same person.
Section 2.
Each officer has the authority and shall perform the duties set forth in these bylaws or, to the extent consistent with these bylaws, the duties prescribed by the board of directors.
Section 3.
An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, the board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.
Section 4.
Any officer may be removed by two-thirds vote of the remaining members of the board of directors, whether or not a quorum is present, whenever, in the judgment of the board of directors, the best interests of the corporation will be served thereby.
Section 5.
The chairman of the board of directors shall, when present, preside at all meetings of the board of directors. The chairman of the board of directors shall be a member ex officio of all committees. The chairman of the board of directors may sign deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties as may be prescribed by the board of directors from time to time.
Section 6.
The president shall be the principal executive officer of the corporation and,
subject to the control of the board of directors, shall in general supervise and control all of the business and affairs of the corporation. The president shall, preside at all meetings of the board of directors in the absence of the chairman of the board or in the inability of the chairman of the board so to serve. The president may sign deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time.
Section 7.
In the absence of the president or in the event of the president's death, inability, or refusal to act, and in the absence of a contrary specification by the board of directors, the vice president 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. The vice president shall perform such other duties as from time to time may be assigned by the president or by the board of directors.
Section 8.
The secretary shall: (a) keep the minutes of the proceedings at meetings of the board of directors in one or more books provided for that purpose; (b) 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 is duly authorized on behalf of the corporation under its seal and otherwise authenticate the records of the corporation; (c) keep a register of the mailing address of each member of the board of directors which shall be furnished to the secretary by each member of the board of directors; and (d) in general, perform all of the duties as from time to time may be assigned by the president or by the board of directors.
Section 9.
The treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the board of directors in accordance with the provisions of these bylaws; and (c) in general, perform all of the duties as from time to time may be assigned by the president or by the board of directors. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of the duties of the treasurer in such sum and with surety or sureties as the board of directors shall determine.
Section 10.
The assistant secretary shall perform the functions of the secretary in theabsence of the secretary or in the inability of the secretary so to serve.
ARTICLE V.
CONTRACTS, LOANS, AND OTHER DOCUMENTS
Section 1.
The board of directors may authorize any officer, officers, agent, or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.
Section 2.
No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or may be confined to specific instances.
Section 3.
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer, officers, agent, or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors. Any such resolution shall be spread upon the minutes by the proceedings of the meeting.
Section 4.
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select.
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