AMENDED AND RESTATED BY-LAWS OF AAA, INC., a Florida not-for-profit corporation
Preamble
WHEREAS, AAA, INC., a Florida not-for-profit corporation (the “Association”), is a Florida corporation not for profit pursuant to Florida Statutes Chapter 617.
WHEREAS, the Association has determined that it is to its advantage and in its best interest to alter, amend and restate its Amended Bylaws, as hereinafter defined, as provided in these Amended and Restated By-Laws, as hereinafter defined, as of the Effective Date, as hereinafter defined.
WHEREAS, these Amended and Restated By-Laws have been adopted by a two-thirds vote of all votes cast by mailed-in ballots mailed to all members of the Association, pursuant to Article XIIISection 1 of the Amended By-Laws.
NOW, THEREFORE, these Amended and Restated By-Laws of AAA, INC., a Florida not-for-profit corporation (these “Amended and Restated By-Laws”), hereby alter, amend, and restate in their entirety, those certain By-Laws of the Association as duly adopted at a meeting of the original Board of Directors held June 29, 1984, in Orlando, Florida, and as amended at an annual meeting of the Association on September 28, 1985 in Titusville, Florida, and as amended at subsequent annual meetings of the Association held on June 15, 1996, May 24, 1998, May 26, 2000, May 24, 2001, May __, 2008, and May 25, 2013 in Orlando, Florida (said original bylaws, as heretofore amended, the “Amended By-Laws”).
ARTICLE I - General Provisions
Section 1.01 Name. The name of the Association is AAA, INC., a Florida not-for-profit corporation (“the Association”). The Association is a non-profit non-stock corporation incorporated in the State of Florida pursuant to Florida Statutes, Chapter 617, the Florida Not For Profit Corporation Act.
Section 1.02. Registered Office. The Association shall establish and continuously maintain a registered office in the State of Florida at such address as the Association shall from time to time designate.
Section 1.03 Principal Office Address. The principal office of the Association shall be located in Orlando, Florida, or at such other location within or without the State of Florida as the board may determine. The Association may also have other offices at such other places, either within or without the State of Florida, as the Board may determine or as the activities of the Association may require.
Section 1.04 Mission Statement. The AAA (AAA) exists solely to serve homeschooling families in Florida. The AAA executes that mission through support for the legal right to homeschool, local school board education and interaction, support group networking, a state convention, local conferences and events, informative communications, and most importantly, by giving encouragement, all in accordance with Judeo-Christian principles.
Section 1.05 Restrictions. All policies and activities of the Association shall be consistent with; (A) the Association’s Amended and Restated Articles of Incorporation, as amended from time-to-time; (B) policies and procedures established by the Board of Directors;
(C) Florida Statutes, Chapter 617, the Florida Not For Profit Corporation Act, and, to the extent applicable, Florida Statutes, Chapter 607, Florida Business Corporation Act;
(D) applicable federal, state and local antitrust, trade regulation and other legal requirements; and (E) applicable tax-exemption requirements, including the requirements that the Association not be organized for profit and that no part of its net earnings inure to the benefit of any private individual.
Section 1.08 Corporate Seal. The Board of Directors may adopt, use, and, at will, alter a corporate seal. Upon the seal of the Association shall appear the name of the Association and the state and year of incorporation, and the words “Corporate Seal.” Such seal shall be kept at the Association’s principal office. Failure to affix the seal to Association instruments, however, shall not affect the validity of such instrument.
Section 1.09 Purpose. The Association is organized exclusively as a civic league or organization not organized for profit but operated exclusively for the promotion of social welfare, the net earnings of which are devoted exclusively to charitable, educational, or recreational purposes, that qualifies as an exempt organization under Section 501(c)(4) of the Internal Revenue Code of 1986, as amended, and any corresponding section of any future federal tax code (the “Code”).
ARTICLE II – Statement of Faith
Section 2.01 - Belief. (1) The Bible is the inspired, inerrant and infallible Word of God, the supreme and final authority for all faith and life; (2) That there is one God, eternally existent in three Persons: God, the Father; God, the Son; and God, the Holy Spirit; (3) In the deity of the Lord Jesus Christ, who came as God in human flesh, being fully God and fully man, except without sin; (4) That Jesus Christ was born of a virgin and His miracles, His atoning death through His shed blood on the cross, His bodily resurrection, His ascension and His imminent bodily return in power and glory; (5) That man was created in the image of God, but fell into sin and is therefore lost and under God’s wrath and just condemnation; (6) That the central purpose for the coming of Jesus Christ was to pay the penalty for man’s sin through His substitutionary death; (7) That salvation is offered as a free gift to the sinner to be responded to in individual faith, not trusting in any personal works whatsoever, but in the sacrificial death of Jesus Christ alone; (8) That the ministry of the Holy Spirit is to convict mankind; indwell, guide, instruct, and empower the believer for Godly living and service; (9) That biblical marriage as defined in God’s Holy Word is between one man and one woman; and (10) In the spiritual unity of believers through our common faith in our Lord Jesus Christ, and that individual differences in doctrine which may exist, outside of the aforementioned items above, should not hinder the unity of Christian home educators.
ARTICLE III – Members
Section 3.01 Classes of Membership; Qualification.
(a) Classes. The Association shall have ONE (1) class of Voting Members, ONE (1) class of Honorary Members, and ONE (1) class of Non-Voting Members, as determined by the Board of Directors. Each Voting Membership shall be entitled to ONE (1) vote on all matters submitted to the Members of the Association for a vote as follows: (i) Each Voting Member shall be a homeschooling family as a family unit (“Family Unit”), as set forth in subparagraphs (b) and (c) of this section; (ii) Each Family Unit shall have ONE (1) vote on all matters on which Voting Members shall be entitled to vote; (iii) Any vote cast by a Family Unit shall be final and irrevocable and, once any Family Unit has cast any vote, such vote may not be retracted by any member of the Family Unit; (iv) In the event there is any controversy concerning any vote cast by any Family Unit, such controversy shall be resolved by the Association official designated in advance by the Board of Directors to administer the vote in such Association official’s sole and exclusive discretion, which resolution shall be final and binding on all persons whomsoever; and (v) Only an adult parent member of the homeschooling family may cast a vote.
Honorary and Non-Voting members shall not be entitled to vote on any matters. A qualified applicant shall become a voting or non-voting member upon payment of dues applicable to such membership class and shall remain a voting or non-voting member, as applicable, as long as membership is renewed yearly by payment of yearly dues. It shall be within the discretion of the Board to grant membership without full payment of dues to persons who certify that they cannot afford to pay regular dues. Membership shall be for a consecutive one year period of time.
(b) Voting Members. Voting members shall consist of all families, residing in the State of Florida, who: (1) homeschool in the State of Florida, or (2) have been a voting member of the AAA in good standing during each of the two preceding years immediately prior to the year the family ceases to homeschool in the State of Florida. In both cases the families must have desired to join the Association, have completed an application, and have either (i) paid the applicable dues or (ii) who certify that they cannot afford to pay regular dues and have been granted membership pursuant to the Board’s policies from time-to-time in effect.
(c) Grandfathered Voting Members: All families who were members with the right to vote any time during the calendar year 2008 are eligible to be grandfathered as Voting Members provided the families apply in writing for membership by December 31, 2013 and during 2013 and thereafter continued to meet all membership requirements. Beginning in calendar year 2016, there shall no longer be any Grandfathered Voting Members and all Voting Members shall meet the voting membership requirements set forth in subsection (b) of this section.
(d) Non-Voting Members. Any and all persons or entities who support the purposes of the Association and who have paid dues or have been granted discretionary membership by the Board, including but not limited to, vendors and families who homeschool outside the State of Florida (not otherwise qualified as Voting Members).
(e) Honorary Members. Any and all persons or entities whom the Board determines by a TWO-THIRDS (2/3) vote have supported the purposes of the Association to such an extent to be worthy of honorary membership in the Association.
Section 3.02 Membership Dues
(a) Members shall pay dues in accordance with the schedule of dues applicable within a class of membership, the definition and criteria of which may be assessed and approved by the Board of Directors, including on a monthly or annual basis during overlapping membership years.
(b) Any member of the Association who fails to renew membership in accordance with the applicable schedule of dues shall cease to be a Member upon the expiration of such current term.
(c) No membership dues or other fees and assessments will be refunded, except at the discretion of the Board of Directors.
Section 3.03 Applications for Membership. All applicants for Membership must complete, sign, and submit to the Association’s principal office an application for membership. Membership shall be subject to the terms of Association’s Certificate of Incorporation, By-Laws and such other policies and procedures of the Association.
Section 3.04 No Transfer of Membership Rights. No Member may sell, pledge, encumber or otherwise transfer its membership in the Association or a right arising from such membership.
Section 3.05 Meetings. The Board of Directors may call meetings of their respective Members in accordance with applicable law and these By-Laws.
(a) Place of Meetings. Meetings of the Members of the Association shall be held at such place within the State of Florida as may be fixed by the Board of Directors or the Chairman of the Association and stated in the notice of meeting or in a duly executed waiver of notice thereof.
(b) Annual Meeting. An annual meeting of the members for the election of Regional Representatives and the transaction of such other business as may properly come before the meeting shall be held each year on such date in the last six months of the Association’s fiscal year as shall be designated by the president of the Association or in the absence or such designation, on the last weekend of May in each year, or on such other date as shall be fixed by the Board of Directors.
(c) Special Meetings. Special meetings of the members may be called by the president or the secretary of the Association or by the Board of Directors, and shall be called by the president at the request in writing of the holders of not less than one-tenth of all the members entitled to vote at the meeting.
Section 3.06 Notice of Meetings. Notice of all meetings of Members shall be provided in accordance with applicable law. For Annual Meetings, at least 30 days prior written notice shall be given.
Section 3.07 Quorum. At all meetings of the Members, ONE-HALF OF ONE PERCENT (0.5%) of the total number of the Voting Members as Family Units as applicable, in person or by written ballot, including by paper or electronic proxy, as applicable, shall constitute a quorum for the transaction of business. Notice of a new meeting is not required if the time and place for the new meeting are announced at the meeting at which the adjournment is taken, and at the new meeting any business may be transacted which might have been transacted at the meeting as originally called. In the absence of a quorum, the Chairman may postpone such vote until a substitute meeting can be called. Nothing herein shall require a quorum at the Annual Meeting of the Members to conduct election of Regional Representatives..
Section 3.08 Organization. The Chairman, or such person as the Chairman shall designate, shall preside at all meetings.
Section 3.09 Voting. At any meeting of the Members, each Voting Member present as a Family Unit, as applicable, in person or by written or electronic ballot, as applicable, shall be entitled to ONE (1) vote. The list of Voting Members eligible to vote shall be set by the Board of Directors not less than TEN (10) nor more than THIRTY (30) days before the date of the meeting. Except as otherwise provided by statute or these bylaws, any corporate action authorized by a majority of the votes cast at a meeting of the Voting Members which is duly held and at which a quorum exists shall be the act of the Voting Members.
Section 3.10 Proxy Voting. Proxy voting by members shall be permitted provided that the proxies are in a form approved by the Board of Directors. The Board of Directors, in its discretion, may submit to the members written ballots on specific issues, which may be voted upon by paper or electronic proxy, and which written ballots shall be in the form and substance as the Board, on its sole and exclusive discretion, may determine, which determination shall be final and binding on all persons whomsoever.
Section 3.11 Action Without Meeting. Any action that may be taken at a meeting of the Voting Members may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing is signed by not less than the number of Voting Members that would be necessary to authorize or take such action at a meeting of the Voting Members; provided that written notice of any such action is sent to all Voting Members within TEN (10) days after the date of such written action.
Section 3.12 Voting Lists. For the purpose of determining members entitled to notice of, or to vote at, any meeting of members or any adjournment thereof, for any other proper purpose, the Board of Directors may set a record date which shall not be a date earlier than the date on which such action is taken by the Board of Directors, nor more than SIXTY (60) days and, in case of a meeting of members, not less than TEN (10) days, prior to the date on which the particular action, requiring such determination of members, is to be taken. At such times as the Association has six or more members, the officer or agent responsible for the membership books shall make, or cause to be made, at least TEN (10) days before each meeting of members, a list of the members entitled to vote at such meeting, or any adjournment thereof, with the address of each. Such list shall be kept on file at the registered office of the Association, at the principal place of business of the Association or at the office of the transfer agent or registrar of the Association, if any, for a period of TEN (10) days prior to such meeting and shall be subject to inspection by any member at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting of members and shall be subject to the inspection of any member at any time during the meeting.
Section 3.13 Removal of Members and Revocation of Membership
The Board of Directors may revoke the membership of any family unit, whether Voting, Honorary, or Non-Voting, at its sole discretion and for any reason. A majority vote of the current Board is sufficient to revoke membership.
ARTICLE IV - Board of Directors
Section 4.01 General Powers. The property, business and affairs of the Association shall be managed, controlled, and directed by the Board of Directors, subject to any limitations in the Articles of Incorporation, these By-Laws or any other law applicable to the business of the Association. All corporate powers shall be exercised by, or under the direction of, the Board of Directors. The Board of Directors shall act as the chief governing body of the Association.
Section 4.02 Eligibility. To be eligible to serve as a Director for the AAA an individual shall meet one of following criteria groups in either group (a) or (b): (a) (i) an individual that has subscribed to the Leadership Commitment Statement and the Statement of Faith; (ii) an individual that has registered as a homeschooler in the State of Florida for a minimum of three (3) years; (iii) has served in a leadership capacity in a homeschool group/community; (iv) has served as a AAA Regional Representative for a minimum of two (2) years; and (v) has been vetted and approved by the current presiding Board of Directors. (b) (i) an individual that has subscribed to the Leadership Commitment Statement and the Statement of Faith; (ii) is a veteran homeschool parent/guardian with a minimum of five (5) years homeschooling experience; (iii) has served in a leadership capacity in a homeschool group/community; and (iv) has been approved by the currentlyserving Board of Directors.