By-Laws and Governance

AMENDED AND RESTATED CONSTITUTION AND BYLAWS OF ESCAMBIA COUNTY SHERIFF FOUNDATION

This Amended and Restated Bylaws of Escambia County Sheriff Foundation, is made and entered into by and between the Board of Directors of said corporation effective as of Date and amends, restates, and supersedes any existing Bylaws of said corporation.

PREAMBLE

Be it resolved, that we solemnly pledge ourselves to sustain the officer in the discharge of their duties and hold ourselves bound in honor to conform to and abide by, in every respect, the following Constitution and Bylaws.

ARTICLE I – NAME AND PURPOSE

Section 1.         Name. The name of this not for profit corporation is ESCAMBIA COUNTY SHERIFF FOUNDATION, hereinafter to be referred to as Organization)

Section 2. Purpose. The purpose and objectives of this organization shall be to foster engagement between Escambia County citizens and the Escambia County Sheriff s Office and to support Escambia County Sheriffs employees and their families in times of need. Upon dissolution of this Organization, the remaining assets must be used exclusively for exempt purposes, such as charitable, religious, educational, scientific purposes or donated to another 501 (c) (3) organization.

ARTICLE II – BOARD OF DIRECTORS

Section 1.    General Powers.  The Board of Directors shall have the general power to manage and control the affairs and property of the Organization, and shall have full power, by majority vote of the board, to adopt rules and regulations governing the action of the Board of Directors.

Section 2.    Number of Directors.  The governing body of this corporation shall be its Board of Directors.  The Board of Directors will be comprised of a minimum of fifteen (15) members and a maximum of thirty (30) members.

Section 4. Election and Term.  Directors shall serve for a term of three (3) years or until qualified successors are elected.  Directors shall be elected by the members of the corporation at a regularly scheduled meeting and assume duties after the completion of a Board orientation.  No member of the Board of Directors shall serve more than six (6) consecutive years unless subsequent terms are unanimously approved by the Executive Committee or by a majority vote of the Board of Directors.

Section 5.    Vacancies.  If a position on the Board becomes vacant during a Director’s term, the Board of Directors shall make reasonable efforts to fill that position with a replacement nominee for the duration of the unexpired term originally associated with the vacated seat. 

Section 6.    Quorum. One-third of the Directors of the corporation shall constitute a quorum at any duly called regular or special meeting.

Section 7. Votes By Email or Telephone.  The Board of Directors acknowledges that various business matters may arise between scheduled Board meetings that require expeditious action on behalf the corporation.  In these cases, it shall be permissible to poll the Executive Committee or entire Board, as the particular situation may warrant, via email or telephone.  Upon reaching a conclusion on the matter under consideration, each member of the body from which the votes were solicited shall be notified of the outcome.  A record of participants and their affirmation, abstention, or dissent on the matter in question shall be maintained by the Secretary and incorporated into the minutes of the next scheduled Board meeting.

Section 8.    Board Member Removal.  Any member not currently serving as an Officer of the corporation that misses three (3) consecutive regularly scheduled meetings or malfeasance may be removed from the Board of Directors by the unanimous consent of the Executive Committee, as defined herein under Article VIII, Section 1, or a majority vote of the Board of Directors.  The termination of an Officer or Board Member for any reason other than three consecutive meeting absences shall require a majority vote of the Board of Directors.

Section 9. Compensation.  All board members shall serve in a volunteer capacity and will not be entitled to compensation or other consideration for their service to the corporation.

ARTICLE III – MEETINGS OF THE DIRECTORS

Section 10.   Annual Meeting.  The annual meeting of the Directors of this corporation shall be conducted in May or June of each year. The agenda for this meeting shall include but not be limited to the approval of the subsequent year’s budget, review of the prior year’s financials and programs, election of officers, and any other items that will help guide the future activity of the corporation.  

Section 11.    Notice of the Annual Meeting.  The President of the Board of Directors shall provide each Director notice of the annual meeting of this corporation at least one month prior to the established meeting date.  The notice of the annual meeting will be sent to each member by electronic mail at the last know electronic mail address on record with the corporation.

Section 12.    Regular & Special Board Meetings.  Regular meetings of the Board of Directors shall be held monthly.  The Board President, Vice-President (in the absence of the President), or a minimum of 25% of the individuals comprising the Board of Directors may call special meetings of the membership, provided two (2) days advance written notice is given to the Directors.  The Secretary shall make the Board member role available to any Director for the purpose of calling a meeting of this nature.

Section 13. Location of Meetings.  Meetings of the Directors may be held in any location deemed appropriate by the Executive Board.  If no location is specified, the place of the meeting shall be the registered office of the corporation.

ARTICLE IV – CORPORATION OFFICERS

Section 1.    Officers. The officers of this corporation shall be President, Vice-President, Secretary, and Treasurer. All officers shall be elected from persons serving on the Board of Directors.  

Section 2.   Election and Term.  Officers shall be elected at the annual meeting of the Board of Directors. The President and Vice President shall serve one year. 

• Absentee ballots are not permitted on election of Officers. Members must be physically present and in person to be able to vote. The only exception is if the person is on duty for Escambia County, then they can vote via Telephone.
• Only persons that are currently Full members of the Organization can be nominated. Nominations can be made in advance.
• Members nominated must be in good standing and all dues must be current.
• Only full members can hold an office.

Section 3. Duties.

(a) The President shall preside at all meetings of the corporation, the Board of Directors, and the Executive Committee. The President will conduct an annual review of Board members’ performance. The President shall also appoint all committee chairpersons or leaders, be an ex-officio member of all committees, and transact such other business that would usually and customarily pertain to the office by right.

(b) The Vice-President shall perform the duties of the President in the President’s absence. The Vice-President is responsible for the solicitation and vetting of potential Board members with service on the Governance Committee. Furthermore, the Vice- President shall oversee those affairs of the corporation assigned to him or her by the President. In the event of the death or disability of the President, the Vice- President shall assume the role of President, and the Board of Directors shall be responsible for filling the vacancy created in the Vice President’s office. 

(c)     The Secretary shall keep the minutes and other official reports of the corporation. The Secretary shall also conduct the official correspondence of the corporation and perform such other duties as may be assigned by the Board of Directors. It shall also be the duty of the Secretary to:

• Maintain files for all minutes and other financial actions of the Organization.
• Supply the minutes from the previous meeting at each business meeting, make necessary corrections, and file corrected copies in the appropriate files for safekeeping.
• Prepare for the transmittal of official correspondences of the Organization.
• Prepare and post a current list of all active members of the Organization, including Officers and committee members.
• Ensure that all special gifts and awards are purchased and delivered as specified in the Organization Bylaws.
• Prepare for transmittal proper correspondence for donation received by the Organization.
• Provide all other lawful services for the Organization as requested by the President.
• Provide each member of the Organization with a copy of the Constitution and By-laws.
• Prepare and distribute the previous minutes.
• Post a notice prior to each meeting, no less that 5 days prior to each meeting. This will be in form of an email to each member.

(d) The Treasurer shall oversee all corporation monies, including expenditures and disbursements duly authorized by the Board of Directors.   The Treasurer shall submit an annual budget for Board approval at the June meeting and lead the selection of an auditor. The Treasurer shall turn over to the president annually all books to be audited. This shall be done on the first day of July each year. The audit shall last no longer than two weeks and then all books are to be returned to the Treasurer. The Treasurer shall submit his or her books and records to the Board of Directors upon request or as otherwise required pursuant to operating procedures established by the Board of Directors.   The Treasurer shall chair the Finance Committee. Duties also include:

• Collect all money due to the Organization, giving proper receipts therefore; and keep accurate up to date accounting of all money received.
• Present to the President every other month, a written list of all bills paid.
• Present at the monthly meeting a financial report to include all money received and expended during the preceding months since the last meeting, the balance of all funds and accounts.
• Submit to the President his/ her books and official documents at the end of each year audit, or upon leaving office to enable him/ her to make approximate accounting of same.
• Maintain a stated value inventory of all equipment owned by the Organization.
• Perform any other lawful duties assigned by the President.
• Apply for, and maintain tax-exempt status for non-profit Organization.

ARTICLE V – STANDING COMMITTEES

Section 1. There shall be the following Standing Committees:  Executive Committee, Governance Committee, Finance Committee, Marketing Committee and Friends of the ECSF Committee.

Section 2. The chair of each committee must be a member of the Board of Directors. Independent of the committee chairperson, membership on a particular committee is not limited or restricted to members of the Board.  The aforementioned provision shall enable the committees to solicit the participation of highly qualified individuals that might otherwise be unable to serve as an active member of the Board.  The Board President shall appoint each committee member in cooperation with the respective committee chairperson. 

Section 3. All actions of the committees shall be authorized by and reported to the Board of Directors.

Section 4. Minutes of all committee meetings should be shared with the Secretary.

Section 5. The Board of Directors may appoint additional committees as desirable from time to time.

ARTICLE VI – DUTIES OF THE COMMITTEES

Section 1. The Executive Committee.  The Executive Committee shall consist of all current officers, the immediate past Board Chair and Board Legal Counsel. Between meetings of the Directors, whether they are regular or special, the Executive Committee shall have and exercise all the powers of the Board of Directors with the following exceptions:

(a) Matters involving amendments to or modifications of the By-Laws;

(b) Removal or election of officers;

(c) Removal of members of the Board for reasons other than three (3) consecutive absences.  This provision shall not limit the collective power of the officers to terminate a Director that does not serve in an officer capacity for chronic absences pursuant to Article II, Section 7 of this document.

The Executive Committee shall set objectives consistent with the ECSF’s strategic plan, set the agendas for board meetings, and monitor the activities and progress of the other committees.

Section 3. Governance Committee.  The Governance Committee shall ensure that the Board consists of a diverse group of committed individuals that provide the agency with multiple talents, community influence and financial resources to accomplish the objectives of the corporation.  This committee shall periodically analyze and define the types of representation desired to fill vacancies on the Board of Directors, provide choices of candidates for election to executive offices, and after nominations have been made, the assembly proceeds to its method of voting used for electing officers.  This committee will also set objectives consistent with the corporation’s strategic plan to ensure the smooth and effective management of the Board, satisfaction of the Directors, and encouragement for participation. The Executive Committee can represent the Governance Committee.

The committee tasked with keeping the board on track is responsible for ensuring that the nonprofit has effective governance practices, that individual board members are engaged, and that the board as a whole is effectively fulfilling its obligations as a steward of the nonprofit’s assets, reputation, financial and human resources, and mission.

Section 4.    Finance/Development Committee.  The Finance/Development Committee oversees all financial and development activities of the corporation.  The Committee will ensure that such activities are executed in a reasonable and prudent manner consistent with corporation’s business objectives, and in accordance with generally accepted accounting principles and any government imposed standards.  This Committee will be responsible for reviewing the annual budget of the corporation, recommending the proposed annual budget to the Board of Directors for the Board’s approval, and maintaining ongoing oversight of the financial performance of the organization. In addition, the Committee will provide oversight of development efforts. All objectives of this committee shall be consistent with the organization’s strategic plan. This committee shall be responsible for the review and monitoring of monthly financial statements and the procurement of the corporation’s annual audit in conjunction Treasurer.   This Committee performs such other related activities as may be assigned by the Board of Directors.  

Section 5.    Friends of the ECSF Committee.  The Friends of the ECSF Committee oversees all volunteer engagement efforts for the organization. The Committee will ensure that such activities are executed in a reasonable and prudent manner consistent with organization’s business objectives.

Section 5.    Marketing Committee.  The Marketing Committee oversees all marketing and promotional efforts for the organization. This includes, but not limited to, press releases, management of social media, and promotion of campaigns events. The Committee will ensure that such activities are executed in a reasonable and prudent manner consistent with organization’s business objectives.

ARTICLE VIII – DEPOSITORY ACCOUNTS

Section 1. Receipts.  All monies secured by the corporation shall be turned over to the President, Vice-President, or Treasurer for making deposits.  The Treasurer will be responsible for establishing adequate internal control policies for the handling of receipts that deter theft and ensure an unqualified annual audit of the organization’s financial statements.

Section 2. Disbursements.  All checks drawn upon the depository accounts of this organization shall be co-signed by any two (2) of the following: Chair, Vice-Chair, Treasurer, Secretary. However, for purposes of operational efficiency, the President, Vice President, or Treasurer may individually sign checks in the amount of $2,500 or less drawn on the corporation’s primary operating account during any period in which the agency has adequate fraud insurance coverage in place relative to the aforementioned individuals.   When the practice of individual signatures on checks is being exercised, the balance in the organization’s primary operating shall never exceed its fraud insurance coverage limits with respect to the officers and hereby empowered to individually sign checks.  The Treasurer will be responsible for ensuring compliance with the parameters outlined in this paragraph at all times.

ARTICLE IX – EXECUTION OF DEEDS, MORTGAGES, PROMISSORY NOTES, CONTRACTS, AND OTHER LEGAL DOCUMENTS

Section 1. The President may execute routine lease agreements, contracts, etc. in the absence of a formal resolution of the Board of Directors provided that such actions were contemplated in a previously ratified budget or were otherwise previously approved by a majority vote of the Board of Directors.  In order for the President to effectuate certain transactions, the consent of the Board of Directors must be evidenced by a corresponding resolution executed by the President or Vice-President and attested by the Treasurer or Secretary.  Transactions specifically requiring a formal resolution of the Board of Directors are as follows:

(a) The purchase or sale of any real or personal property in excess of $5,000 in the event the transactions were not previously contemplated via the approval of the annual budget by the Board of Directors;

(b) The mortgaging, pledging, or other encumbrance of corporation real or personal property;

(c) Any transaction that obligates the corporation under a promissory note or other instrument in excess of $5,000; and

(d) Recurring lease obligations contemplated in a Board ratified budget are specifically excluded from this requirement.

ARTICLE X – INDEMNIFICATION

Section 1.  The corporation shall indemnify all of its past, present, and future officers, directors, members, and employees to the fullest extent permitted by law from any claim or liability arising from an individual’s service to the corporation in one of the aforementioned capacities.

ARTICLE XI – FISCAL YEAR

Section 1. The fiscal year of the corporation shall be from July 1 to June 30 of each year.

ARTICLE XII DISTRIBUTION OF ASSETS

Section 1 Upon dissolution of the Corporation, any distribution of the Corporation’s assets shall be in accordance with the Articles of Incorporation, as amended from time to time.   

ARTICLE XIII – AMENDMENTS TO BYLAWS

Section 1. These Bylaws may be repealed or amended in whole or in part by a majority vote of the Board of Directors.