RNG TAMPA BAY INC.
ARTICLE I: OFFICE AND REGISTERED AGENT
Section 1: Principal Office
The principal office of RNG Tampa Bay Inc. (hereafter the “Corporation”) shall be in the State of Florida.
Section 2: Registered Office and Agent
The Corporation shall have and continuously maintain a registered office and a registered agent in the State of Florida, or as otherwise permitted by Florida Statute. The registered agent shall be the individual stated in the Articles of Incorporation.
ARTICLE II: PURPOSES
The purposes for which the Corporation is formed are as set forth in the Articles of Incorporation and include promoting the common interests and improving the business conditions and practices of those in the field of talent hiring and recruiting.
ARTICLE III: MEMBERSHIP
Section 1: Classes and Qualifications
The Corporation shall have a single class of membership.
Section 2: Application for Membership
The Board shall in its own discretion accept and approve applications for membership.
Section 3: Member Discipline
Members of this Corporation are subject to and must abide by the membership rules as may be decided from time to time by the Board of Directors.
ARTICLE IV: BOARD OF DIRECTORS
Section 1: Powers
The powers of the Corporation shall be exercised, its business and affairs conducted, and its property controlled by the Board of Directors, except as otherwise provided by law, the Articles or these Bylaws.
Section 2: Number; Qualifications; Removal
The members of the initial Board of Directors of the Corporation shall be those individuals named in the Articles of Incorporation and shall serve until their successors are elected and qualified. Thereafter, the Board of Directors of the Corporation shall be composed of a minimum of three (3) Directors, who shall be elected by a majority vote of those present at a regularly scheduled board meeting, and shall serve for a term of one (1) year. Directors may serve additional terms thereafter if they are elected. A Director may be removed prior to completion of their one (1) year term by the Chair, if for cause. If not for cause, a majority vote of those present at a regularly scheduled board meeting, provided that the removal vote shall be noticed in the written agenda and distributed at least five (5) days prior to the meeting.
Section 3: Meetings
The Board of Directors shall meet a minimum of four (4) times a year, once each quarter. A written agenda for each meeting shall be distributed to all Directors five (5) days in advance of the meeting. A special or emergency meeting may be held with five (5) days advance notice to the Directors. Notice in all cases may be by electronic means, including electronic mail.
Section 4: Quorum
At all meetings of Directors, not less than three (3) Directors, if present in person or by telephone, shall constitute a quorum for the transaction of any business. At each meeting of Directors at which a quorum is present, action taken shall be by majority vote of those present.
Section 5: Conflict of Interest
All Directors must sign and return to the Secretary the Corporation’s Conflict of Interest Policy, as may be written and amended from time to time by the Corporation.
Section 6: Compensation
Directors, as such, shall not be entitled to receive salary or compensation for their services, but such restriction shall not be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.
Section 7: Unanimous Written Consent In Lieu of a Meeting
The Board may take action without a meeting if written consent to the action is signed by a number of the directors equal to eighty percent (80%) of current Directors. Written consents may be returned by any means, including by electronic mail.
Section 8: Telephone Meeting
Any one or more directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar telecommunications device which allows all persons participating in the meeting to hear each other. Participation by telephone shall be equivalent to presence in person at the meeting for purposes of determining if a quorum is present.
ARTICLE V: OFFICERS
Section 1: Qualifications; Removal
The Officers of the Corporation shall be composed of a Chair, Vice Chair, and Secretary/Treasurer (may be combined, or held by two distinct individuals), and they shall serve for a term of one (1) year. Officers shall be elected by the Board of Directors by a majority vote of those present a regular Board of Directors meeting.
Section 2: Duties of Officers
The Chair shall be the chief executive officer of the Corporation. He/she shall preside at all meetings of the members and the Board of Directors. In case of the absence or disability of the President, all powers and duties performed by the President shall be performed by the Vice Chair. The Secretary shall record all business and transactions of the Corporation and its committees, and shall receive proposals for amendments. The Treasurer shall be the custodian of the funds and assets of the Corporation and shall prepare an annual report for presentation to the Board of Directors. The Treasurer may also prepare more frequent reports as needed by the Corporation or its Directors.
Section 3: Additional Duties
The Chair, Vice Chair, Secretary/Treasurer, and any other officers and assistant officers shall have such additional powers and duties as may from time to time be prescribed or delegated to them by the Board of Directors.
ARTICLE VI: COMMITTEES
Section 1: Committees
The Corporation shall have at all times an Executive Committee, and any other special committees (“Special Committee”) as the Corporation may form from time to time. At any meeting of the Board of Directors, the President with concurrence of the Board may form a special committee and shall appoint the Chairmen and members of those Committees and may appoint such other Committees and the Chairmen and members thereof, as it shall from time to time determine to be appropriate. Members of each Committee shall continue in office until their respective successors shall be appointed. Vacancies may be filled by the Board of Directors. Special Committee actions shall be reported to the Directors of the Corporation and shall be subject to approval or ratification by the Board.
Section 2: Rules
Each Committee shall fix its own rules of procedures and the time and place of holding its meetings. At each such meeting a majority of the members who may appear, either in person or by written proxy, shall constitute a quorum, and the affirmative vote of a majority of these shall be necessary to act.
Section 3: Executive Committee
The Executive Committee of the Board shall in each administration consist of the Chair, Vice Chair and Secretary/Treasurer. The Chair may appoint two additional members to the Executive Committee at their discretion. The Executive Committee shall have the following duties and responsibilities:
During the intervals between the meetings of the Board, to exercise such powers as may be delegated to it by the Board;
Make recommendations to the Board as to matters of changes, extensions or revisions in Corporation policy;
To receive and study reports of such committees as the Board may direct;
To act as an advisory body to the Chair;
To keep a record of its proceedings and report the same to the Board at the next succeeding meeting for its approval or disapproval; and
To hold its meetings at such place or places as it may from time to time determine. In addition, the Committee may be called upon to confer at any time by the Chair of the Corporation. The Executive Committee shall have the authority at any time to act on behalf of the Board of Directors and exercise in the Board’s place all those powers vested to the Board, with the exception of changing the Article of Incorporation or these Bylaws.
ARTICLE VII: INDEMNIFICATION
Each Director and Officer shall be indemnified by the Corporation against all costs, expenses and recovery or judgments reasonably incurred by him in connection with the defense of any action, suit or proceeding to which he is made a party by reason of his being or having been a Director or officer of the Corporation, except with respect to matters as to which he shall be adjudged in such action, suit, or proceeding to be liable for dereliction or negligence in the performance of his duty as such Director or Officer. In case of settlement of any action, suit or proceeding to which any Director or Officer is made a party, or which may be threatened to be brought against him, by reason of his being or having been a Director or Officer, he shall be indemnified by the Corporation against all costs and expenses, including the cost of settlement, reasonably incurred by him in connection with such action, suit, or proceeding, if the Corporation shall be advised by independent counsel that such Director or Officer was not derelict or negligent in the performance of his duty as such Director or Officer with respect to the matters covered by such action, suit or proceeding.
ARTICLE VIII: FISCAL YEAR
The fiscal year of the Corporation shall end on the last day of December.
ARTICLE IX: AUDIT
The Treasurer shall cause the books and accounts of the Corporation to be audited at least annually by a qualified firm of certified public accountants. The reports of such audits shall be made to the President and Directors, as provided herein.
ARTICLE X: ELECTRONIC NOTICE AND SIGNATURES
Unless otherwise required by law, if any provision of these bylaws requires a notice or communication to any member, director, or committee member, or any record, to be in writing, an electronic record or an electronic communication satisfies the requirement. Similarly, unless otherwise required by law, if any provision of these bylaws requires the signature of a members, director, or committee member, an electronic signature satisfies the requirement.
ARTICLE XI: AMENDMENT
These Bylaws may be altered, amended, repealed or superseded either in whole or in part, by the affirmative vote of a majority of Directors of the Corporation who are present at any meeting called for such purpose at which there is a quorum, or without a meeting by an affirmative electronic ballot returned by at least two-thirds (2/3) of the Directors of the Corporation.
ARTICLE XII: ENACTMENT
Whereas the Board of Directors have met and approved these Bylaws as written, let it be that these Bylaws have been enacted as of this ___ day of ______________________ 201_.
Chair (or) Vice-Chair (or)Secretary / Treasurer