BY-LAWS OF Jupiter Performing Arts Fund, Inc., A FLORIDA NOT-FOR-PROFIT CORPORATION
ANY PROVISIONS IN THE BYLAWS THAT MAY NOT COMPLY WITH THE TERMS OF THE ARTICLES ARE INAPPLICABLE
ARTICLE I ORGANIZATION
The name of the organization is “Jupiter Performing Arts Fund, Inc.” However its business may be conducted under the name “Jupiter Performing Arts Fund”. The Organization shall comply with appropriate fictitious name registration statutes.
The Organization may at its discretion and by a vote of a majority of the Directors change its name.
ARTICLE II PURPOSES
The purpose’s for which the Organization has been formed are:
To encourage and support the performing arts programs within the public schools of the Jupiter community; to financially, physically, logistically or otherwise assist the performing arts programs and their members, volunteers, and directors to engage in fund-raising activities to help achieve such purposes; to otherwise provide performing arts education and support services consistent with §501 (c)(3) of the Internal Revenue Code.
ARTICLE III MEMBERSHIP
The Organization shall perform and fulfill its exempt purpose on a nonmembership basis and shall not have any members.
ARTICLE IV BOARD OF DIRECTORS
The business of the Organization shall be managed by its Board of Directors which shall consist of at least three (3) and not more than ten (10) individuals. Directors shall hold office until resignation or until removed by a majority vote of the other Directors. The number of Directors shall be determined from time to time by a majority vote of the then Directors but never shall be less than three (3) Director positions. Unless otherwise specified to the contrary herein the vote of a majority of the Directors present at meetings at which a quorum is present shall be the act of the Board of Directors.
As provided in the Articles of Incorporation, the initial Directors are: Bari Axelband; Robin Sykes; Barbara Gomes and Sheril Jalm. Such initial Directors shall appoint a full Board of Directors not to exceed ten (10) individuals. The full Board shall consist of the initial Directors, the five (5)Committee Chairs appointed by the initial Directors and the officers of the Organization appointed by the initial Directors. An individual may occupy more than one office. For example the President who is also a Director may be appointed as a Committee Chair. Each Officer and Committee Chair must be a member of the Board of Directors. Each Director shall hold office until resignation or until removed by majority vote of the other Directors.
The Organization shall have certain committees , each of which shall consist of three (3) or more Directors. The Board of Directors shall, by majority vote establish such Committees as deemed necessary to carry out the business of the Organization.
The Board of Directors shall have the control and management of the business and affairs of the Organization.
The Board of Directors may adopt such rules and regulations governing its meetings as it may in its discretion determine necessary.
Vacancies in the Board shall be filled by a vote of the majority of the remaining Directors.
The President by virtue of that office shall be the Chairman of the Board of Directors.
ARTICLE V MEETINGS
Meetings of the Board of Directors shall be held monthly and shall be open to the public. The Organization shall maintain a web-site for purpose of posting meeting notices (” Meeting Notice”)and general dissemination of information on behalf of the Organization. The Secretary shall post Meeting Notices on the web-site at least thirty (30) days in advance of such meeting and the meetings are open to attendance by members of the Jupiter Band, their families and the public in general.
Meetings of the Board of Directors shall generally be held at: 8856 Holly Oak Lane Jupiter FL, 33478 or other alternate address provided in the Meeting Notice.
The presence of not less than three (3) Directors (present in person or by written proxy) shall constitute a quorum and shall be necessary to conduct business.
Special meetings of the Board of Directors may be called by the President when deemed necessary in the best interest of the Organization. Notice of such Special meeting shall be provided by the Secretary at least seven (7) days prior to the scheduled date set for such Special meeting. Such notice shall state the reasons that such meeting has been called and the business to be transacted at such meeting. No other business but that specified in the notice may be transacted at such Special meeting without the unanimous consent of all Directors present at such meeting. Further, a quorum of at least three (3) Directors is required at such meeting.
ARTICLE VI VOTING
At all meetings, all votes shall be by voice. Provided however and notwithstanding the foregoing at the Annual Meeting for election of Officers and Directors ballots shall be provided and only registered members may cast such written ballot. Officers, Directors and Committee Chairs shall be selected by vote of a majority of the members present at the Annual Meeting.
At any regular or Special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of Officers and Directors.
ARTICLE VII ORDER OF BUSINESS
1. Roll Call.
2. Reading of the Minutes of the preceding meeting.
3. Reports of Committees.
4. Reports of Officers.
5. Old and Unfinished Business.
6. New Business
ARTICLE VIII OFFICERS
The initial Officers of the Organization are:
All checks, drafts or other instruments negotiating value on behalf of the Organization shall require the signature of the Treasurer and at least one other Officer.
In addition to the authority granted under State law, the President shall preside at all meetings of the Organization. By virtue of his or her office the President is also Chairman of the Board of Directors. The President shall present at each annual meeting of the Directors an annual report covering the then ending fiscal year of the Organization including financial matters, fund raising, pledges and endowments and similar matters. The President shall have responsibility to determine that all books, reports and certificates required by law are properly kept or filed.
The Vice President:
In addition to the authority granted under State law, the Vice President shall in the absence or inability of the President to exercise his/her office, become acting President of the Organization with all the rights, privileges and powers as if he had been the duly elected President.
In addition to the authority granted under State law, the Secretary shall keep the minutes and records of the Organization in appropriate books. The Secretary shall file any certificate required by any statute, federal or state and serve all notices to members of the Organization. The Secretary shall be the official custodian of the records and seal of the Organization. The Secretary shall attend to all correspondence of the Organization and shall otherwise exercise all duties incident to the office of Secretary.
In addition to the authority granted under State law, the Treasurer shall have the care and custody of all monies belonging to the Organization and shall be solely responsible for such monies or securities/investments of the Organization. The Treasurer shall cause to be deposited in a regular business bank all monies received on behalf of the Organization from any source. The Treasurer is one of the Officers who must sign checks or drafts on behalf of the Organization. The Treasurer shall render at stated periods as the Board of Directors shall determine a written account of the finances of the Organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting. The Treasurer shall exercise all duties incident to the office of Treasurer.
ARTICLE IX COMMITTEES AND BOARDS
All committees and their Chairs shall be appointed by the Directors as set forth above.
The permanent committees shall be:
COMMUNICATIONS: Responsible for outreach including mass emails, mailings, phone calls etc. and communicate contracts for sponsorships. This committee will work in conjunction with the other committees as needed.
MARKETING/MEDIA: Will maintain and obtain as much publicity for all of the organizations activities as possible including newspaper, radio, TV etc.
SPONSORSHIPS: Shall solicit corporate and individual sponsors and donations for the Organization.
GRANTS: Responsible for applying for grants, processing appropriate documentation and follow through with grant donors.
EVENTS: Shall work in conjunction with the Communications Committee to organize event and fund-raisers.
ADVISORY BOARD: The Advisory Board shall be composed of patrons and supporters willing to advise and support the mission and purpose of the Organization. All members of the Advisory Board are non-voting participants who are valued for their service and contributions but have no legal relationship with the Organization. Their opinions are advisory only.
ARTICLE X AMENDMENTS
As provided for in the Articles of Incorporation these By-Laws may be amended only by an affirmative written vote of not less than a majority of the Directors.
ARTICLE XI FISCAL YEAR
The fiscal year of the Organization shall be the calendar year.
ARTICLE XII CONFLICT OF INTEREST
CONFLICT OF INTEREST: The conflict rules set forth on attached Exhibit A shall govern and are incorporated by reference and made a part of these Bylaws. Such conflict rules as set forth in attached Exhibit A, may be modified from time to time by a vote of the majority of the Board of Directors.
VOTING RULES: The voting rules set forth in attached Exhibit A shall govern and are incorporated by reference and made a part of these Bylaws. Such voting rules as set forth in attached Exhibit A, may be modified from time to time by a vote of the majority of the Board of Directors.
ARTICLE XIII TAX STATUS
TAX EXEMPT STATUS: The Organization has been established as an “exempt organization” pursuant to §501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) and that the Organization shall be operated exclusively for charitable, religious, educational and scientific purposes as that phrase is defined and interpreted at Code §§170(c)(1)(B); 501(c)(3) and 2055(a)(2).
LIMITATIONS AND RESTRICTIONS: All of the following limitations and restrictions shall apply during the term of the Organization.
POLITICAL ACTIVITIES: None of the activities of the Organization shall consist of carrying on propaganda, or otherwise attempting to influence legislation, or of participating in, or intervening in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office, all as prohibited by §4955 of the Internal Revenue Code of 1986, successor section, or other Code section limiting political activities, or any regulations promulgated under such sections.
NO PRIVATE BENEFIT: No part of the net earnings of the Organization shall inureto the benefit of any private individual having a personal or private interest in the activities of the Organization, within the meaning of §501(c)(3) of the Internal Revenue Code of 1986 and any regulations promulgated thereunder, as such sections or regulations may now exist or may hereafter be amended. The Organization shall not be operated for the benefit of any private interest such as of Grantor, the Director’s, or contributors to this Organization, or any person or persons controlled, directly or indirectly, by such private interests. Upon dissolution of the Organization after payment of creditor claims as allowed by law remaining assets shall be transferred or conveyed to one or more domestic charities engaged in activities substantially similar to those of the Organization as provided at § 617.1405, Florida Statutes.
DISTRIBUTION OF INCOME: Notwithstanding any other provision contained herein, the Director’s shall distribute the income of this Organization for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by §4942 of the Internal Revenue Code of 1986, or successor section, or corresponding provisions of any subsequently promulgated federal tax laws.
PROHIBITED TRANSACTIONS: Notwithstanding any other provision contained herein, the Director’s shall not engage in any act of self-dealing as defined in §4941(d) of the Internal Revenue Code of 1986, or successor section, or corresponding provisions of any subsequently promulgated federal tax laws; nor retain any excess business holding as defined in §4943(c) of the Internal Revenue Code of 1986, or successor section, or corresponding provisions of any subsequently promulgated federal tax laws; nor make any investment in such manner as to incur tax liability under §4944 of the Internal Revenue Code of 1986, or successor section; nor make any taxable expenditures as defined in §4945(d) of the Internal Revenue Code, or successor section.
NON-PROFIT PURPOSES: The Organization is not organized, nor shall it be operated, for the primary purpose of carrying on any unrelated trade or business.
§508(d) LIMITATIONS: The Director’s shall organize and operate the Organization in a manner so that no gift or bequest to the Organization shall be disallowed under §508(d)(2) of the Internal Revenue Code of 1986, or successor section, nor disallowed under §2055(e) of the Internal Revenue Code of 1986, or successor section [relating to disallowance of the estate tax charitable deduction].
DURATION: The Organization shall terminate upon the exhaustion of the Organization corpus or upon the judgment of a court of appropriate jurisdiction on petition therefore by one or more of the Director’s that the charitable purposes specified herein can no longer be carried out. On termination of the Organization for any reason, the remaining assets, if any, after all debts and liabilities have been paid or provision for payment made, shall be paid over to the one or more public charities organized and operated for purposes comparable to those specified at Article II above as selected by the Director’s in their discretion.
ARTICLE XIV- ADOPTION OF BYLAWS
These By-Laws are hereby adopted by the initial Board of Directors this _______ day of ___________, 2009 at Palm Beach County, Florida and are effective for all purposes as of March 25, 2009.
Initial Directors Approving:
Print name: Bari Axelband
Print name: Robin Sykes
Print name: Barbara Gomes
Print name: Sheril Jalm
CONFLICT OF INTEREST POLICY
The Jupiter Performing Arts Fund, Inc.
A Florida Non-Profit Corporation (called “Organization”)
Included as Exhibit A to the Bylaws of The Jupiter Performing Arts Fund, Inc.
Under Bylaws ARTICLE XIV “Conflict Rules” and “Voting Rules”
The purpose of the conflict of interest policy is to protect the interest of The Jupiter Performing Arts Fund, Inc. (“Organization”) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
1. Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement.
b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2 of this Exhibit A a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by majority vote of the disinterested directors whether the transaction or arrangement is int the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determine it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy
a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member or the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Each director, principal officer and member of a committee with governing board delegated powers, if requested in writing by a majority vote of the then directors, shall annually sign a statement with affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Organization is charitable in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
If authorized and directed by a written resolution by the Board of Directors, by majority vote, then the following provisions shall be applicable as to such period of time:
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage inactivities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.
Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII above, but only to the extent provided for and activated as set forth in Article VII above, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.