By Laws

IMMACULATE CONCEPTION FOUNDATION, INC.

ARTICLE ONE

ORGANIZATION.

1) The name of this organization shall be IMMACULATE CONCEPTION FOUNDATION, INC..

2) The organization may develop and utilize a corporate seal if voted by the Board of Directors.

3) The organization may at its pleasure by a vote of the membership body change its name.

ARTICLE TWO

PURPOSES.

The purposes for which this organization has been organized are those as specifically spelled out in the Certificate of Incorporation which are filed with the minute book of the corporation.

ARTICLE THREE

MEMBERSHIP.

Membership in this organization shall be open to all.

ARTICLE FOUR

MEETINGS.

The annual membership meeting of this organization shall be held during the month of October each and every year. The Board of Directors shall fix the day. The Secretary shall cause to be mailed to every member in good standing at his address as it appears in the membership roll book of this organization a notice telling the time and place of such annual meeting.

Regular meetings of this organization shall be held upon call of the President of upon the call of three members of the Board of Directors.

The presence of not less than five members shall constitute a quorum and shall be necessary to conduct the business of this organization; but a lesser number may adjourn the meeting for a period of not more than two weeks from the date scheduled by these By-Laws and the secretary shall cause a notice of this scheduled meeting to be sent to all those members who were not present at the meeting originally called. A quorum as herein before set forth shall be required at any adjourned meeting.

Special meetings of this organization may be called by the president when he deems it for the best interest of the organization. Notice of such meeting shall be mailed to all members at their addresses as they appear in the membership roll book at least five but not more than thirty days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom called.

At the request of three members of the Board of Directors or three members of the organization, the president shall cause a special meeting to be called but such request must be made in writing at least five days before the meeting scheduled date.

No other business but that specified in the notice may be transacted at such special meeting without unanimous consent of all present at such meeting.

ARTICLE FIVE

VOTING.

At all meetings, except for the election of officers and directors all votes shall be voice, except that for election of officers, ballots shall be provided and there shall not appear any place on such ballot any mark or marking that might tend to indicate the person who cast such ballot.

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.

At all votes or ballots the chairman of such meeting shall immediately prior to the commencement of balloting appoint a committee of three who shall act as “Inspectors of Election” and who shall at the conclusion of such balloting certify in writing to the Chairman the results and the certified copy shall be physically affixed in the minute book to the minutes of that meeting.

No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.

ARTICLE SIX

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.
  7. Good and Welfare.
  8. Adjournments.

ARTICLE SEVEN

BOARD OF DIRECTORS.

The business of this organization shall be managed by a Board of Directors consisting of no less than three members including the officers of this organization. At least one of the directors elected shall be a resident of the State of Florida and a citizen of the United States.

The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organization in the same manner and style as the officers of this organization and they shall server for a term of three years.

The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors of such meeting.

Three of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly each month.

Each director shall have one vote and such voting may not be done by proxy.

The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.

Vacancies in the said Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the year.

The President of the organization by virtue of his office shall be Chairman of the Board of Directors. The Board of Directors shall elect from one of their number a secretary.

A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules as it may in its discretion consider necessary for the best interests of the organization, for this hearing.

ARTICLE EIGHT

OFFICERS.

The officers of the organization shall be as follows:

President: Felix Espinal

Vice President: A. Adalberto Henriquez

Secretary: Magalis Chadwick

Treasurer: Juana Hernandez

 

The President shall preside at all membership meetings.

 

He shall by virtue of his office be Chairman of the Board of Directors.

He shall present at each annual meeting of the organization an annual report of the work of the organization.

He shall appoint all committees, temporary or permanent.

He shall see that all books, reports and certificates required by law are the property kept or filed.

He shall be one of the officers who may sign the checks or drafts of the organization.

He shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.

The Vice President shall in the event of the absence or inability of the President to exercise his office become acting President of the organization with all the rights, privileges and powers as if he had been the duly elected president.

Whenever there are two vice presidents there shall be a casting of lots to determine which one will act in case of the absence or inability of the President to exercise his office unless the two vice presidents shall determine such between themselves.

The secretary shall keep the minutes and records of the organization in appropriate books.

It shall be his duty to file any certificate required by any statute, federal or state.

He shall give and serve all notices to members of this organization.

He shall be the official Custodian of the records and seal of this organization.

He may be one of the officers required to sign the checks and drafts of the organization.

He shall submit to the Board of Directors any communications which shall be addressed to him as Secretary of the organization.

He shall attend to all correspondence of the organization and shall exercise all duties incident to the office of the Secretary.

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 of the organization. He shall cause to be deposited in a regular business bank or trust company any and all sums and balance of the funds of the organization shall be deposited in a savings bank except that the Board of Directors may cause such funds to be invested in such investments as shall be legal for a savings bank in the State of Florida.

He must be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign checks issued upon it.

He 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.

He shall exercise all duties incident to the office of Treasurer.

Officers shall by virtue of their office be members of the Board of Directors.

No officer shall for reason of his office be entitled to receive any salary or compensation, from the organization for duties other than as a director or officer.

ARTICLE NINE

SALARIES.

The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary in the conduct of the business of the organization.

ARTICLE TEN

COMMITTEES.

The corporation shall have such standing committees and ad hoc committees as shall be determined from time to time by the Board of Directors.

ARTICLE ELEVEN

DUES.

Initially, this organization shall have no dues, however, the Board of Directors may initiate dues in the future.

ARTICLE TWELVE

AMENDMENTS.

These By-Laws may be altered, amended, repealed or added to by an affirmative vote of not less than a majority of the members at any scheduled meeting of the membership.