SAFE bylaws

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August 9, 2018

ARTICLE I. OFFICES

SAFE will be located within Palm Beach County, within the State of Florida, as the Board of Directors, determines from time to time.


ARTICLE II. PURPOSE

SAFE is a web and email based, (501)(c)(3) advocacy organization that connects with individuals, elected officials, government leaders, governmental departments/agencies, businesses, clubs, the media, etc., to promote safety on Florida roadways. SAFE periodically distributes a free, email newsletter. 


SAFE's long-term goal is to change Florida’s reputation from being known as a “killing zone” for motorists, pedestrians and bicyclists, to being known as the safest state in the nation for travelers. SAFE will not have accomplished its mission until Florida is universally recognized as the #1 motorist, pedestrian, bicyclist and transit friendly state in the USA.


SAFE was founded in 2003. At that time, SAFE’s sole mission was to influence the Florida Department of Transportation (FDOT) to build bicycle lanes and additional sidewalks on the west side of SR A1A in Delray Beach. At that time, our membership was confined, for the most part, to Delray Beach residents.


Over the years, SAFE has enlarged the scope of its mission to include safety on all Florida roads, and to include motorist safety, in addition to pedestrian and bicyclist safety. In the past few years, SAFE has added transit and Transportation Demand Management (TDM) advocacy to its mission statement; and, has been successful in convincing developers to include ped/bike/transit facilities in their building plans.


SAFE has few membership meetings, instead, relying on its website & “pushed messaging” (email) to communicate.  Our advocacy activities include writing emails to elected officials/government leaders, submitting “letters to the editor”, taking on special projects, proposing law changes, preparing research reports, and attending public meetings.  


SAFE shall operate in any other manner for such charitable and educational purposes as will qualify it as an exempt organization under section 501 (c) (3) of the Internal Revenue Code.


The purposes for which SAFE is organized are exclusively charitable, scientific, literary, and educational within the meaning of section 501 (c) (3) of the Internal Revenue Code.


Notwithstanding any other provision of these article, this organization shall not carry out any activities not permitted to be carried out by an organization. 


ARTICLE III.  MEMBERSHIP

There shall be two types of members in SAFE:


Regular members are founding members and those nominated and elected as such by the founding members,


Regular members may serve as Directors; may serve as Officer(s); may chair committees; and, may participate in all SAFE activities.


Associate Members cannot vote; cannot serve as Directors or Officers; cannot chair committees; but shall receive all newsletters, meeting; and can participate in other activities.


ARTICLE IV.  DUES

None at this time.


ARTICLE V.  DIRECTORS

Section 5.1. FUNCTION.  All powers will be exercised by or under the authority of the Board of Directors.  The business and affairs of SAFE will be managed by the Board of Directors.


Section 5.2.   QUALIFICATION.  Directors must be persons who are 16 years of age or older and live in the State of Florida.


Section 5.3.   COMPENSATION.  The Board of Directors shall not be compensated except for reimbursement of normal SAFE business expenses.


Section 5.4.   NUMBER OF DIRECTORS.  SAFE shall have no less than  five (5) nor more than nine (9) directors.  The number of directors may be increased or decreased from time to time by approval of the Board. 


Section 5.5.   ELECTION AND TERM

a. Initial Board Each person named as a member of the Board of Directors will hold office until the next annual meeting of the Board of Directors and until such person’s successor is appointed. 


b. Annual Election of Board At each annual meeting of the Board of Directors, the incumbent Board of Directors will elect a successor Board of Directors by plurality vote.  Each director so elected will hold office until the next succeeding annual meeting and until such director’s successor has been appointed.


c. Election of Chair of Board. The Board will elect a Chair, and the Chair will preside at all meetings of the directors and will have such other duties as may from time to time be prescribed by the Board of Directors.
 

ARTICLE VI. REMOVAL, RESIGNATION AND VACACIES; QUORUM, VOTING, COMMITTEES; AND, RELATED TOPICS


a. Removal. Any director may be removed, with or without cause, by majority action of the Board of Directors.  The notice of the meeting at which a vote is taken to remove a director will state that the purpose or one of the purposes of the meeting is the removal of a director or directors.  In the event that any one or more directors is removed, new directors may be elected at the same meeting.


b. Resignation A director may resign at any time by delivering written notice to the Board of Directors or the Chair.  A resignation is effective when the notice is delivered unless the notice specifies a later effective date.


c. Method of Filling Vacancies. Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors.  A director elected to fill a vacancy shall hold office until such director’s successor has been appointed.


Section 6.1.   QUORUM AND VOTING.  A majority of directors constitutes a quorum for the transaction of business.  If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is an act of the Board of Directors.


Section 6.2.   COMMITTEES. Creation; Applicable Requirements. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees.


Section 6.3.   TIME OF ANNUAL, REGULAR AND SPECIAL MEETINGS.  An annual meeting of the Board of Directors will be held each year, and regular meetings may be held at such times thereafter as the Board of Directors may fix.  Special meetings may be held at such times as called by the Chair of the Board.


Section 6.4.  NOTICE OF MEETINGS.  Annual and regular meetings of the Board of Directors may be held with notice of the date, time, place and purpose of the meeting.  


Section 6.5.  PRESUMPTION OF ASSENT  A director of SAFE who is present at a meeting of the Board of Directors or a committee of the Board of Directors when action is taken is presumed to have assented to the action unless such director votes against it or expressly abstains from voting on the action taken.


Section 6.6.  PARTICIPATION IN MEETING BY CONFERENCE CALL Members of the Board of Directors may participate in a meeting of the Board by conference telephone or similar means of communication through which all persons participating in the meeting can hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.


Section 6.7.  ACTION WITHOUT A MEETING.  Any action required or permitted to be taken at a Board of Directors’ meeting or a meeting of a committee of the Board of Directors may be taken without a meeting if: each of the directors, or each of the members of the committee, as the case may be, consents to the action. The consents may consist of correspondence including an email sent to the Chair of SAFE expressing their consent. Such written consents will have the same effect as a unanimous meeting vote.


ARTICLE VII. ENDORSEMENTS, CONTRIBUTIONS/GRANTS, NO POLITICAL ACTIVITY

SAFE may support a corporation, firm, association or entity in their efforts to undertake projects to improve pedestrian/bicycle safety within the State of Florida. 


SAFE may accept charitable donations from citizens, private corporations, associations or other entities. SAFE may also apply and accepts grants from governmental units, non-profit organizations and foundations. Such money received from donations and/or grants can only be spent after specific approval by the Board


SAFE is non-partisan. Under no circumstances shall SAFE involve itself in any political campaign or endorse any political candidate or issue whether it’s on the federal, state or local level. Board members as private citizens, but not as board members, are free to be politically involved.


ARTICLE VIII.  DIRECTORS AND OFFICERS

Section 8.1.  DUTIES OF DIRECTORS.  A director will perform the duties of director, including the duties as a member of any committee of the Board in a manner believed to be in the best interest of SAFE, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.


Section 8.2.   OFFICERS.  The officers of SAFE will consist of a Chair, a President, a Vice Chair, a Secretary, and a Treasurer. The officers will be elected initially by the Board of Directors at the organizational meeting of the Board of Directors and thereafter at the annual meeting of the Board of Directors.  The Board from time to time may elect or appoint other officers and assistant officers who will have the authority and perform the duties prescribed by the Board. One person may simultaneously hold any two or more offices.


Section 8.3.   DUTIES.  These officers of SAFE will have the following duties:


a. Chair. The Chair will be the head of SAFE. The Chair will have general oversight of the business of the SAFE, subject to the directions of the Board of Directors. The Chair and the President will be the public face of SAFE. A major responsibility is to enhance and expand the public’s awareness of SAFE’s mission and accomplishments.


b. President. The President will be the Chief Operating Officer and day to day leader of SAFE working closely with the Chair and subject to the directions of the Board of Directors. The President like the Chair is the public face of SAFE. 

A major responsibility is to enhance and expand the public’s awareness of SAFE’s mission and accomplishments.


c. Vice Chair. The Vice Chair will have such duties as prescribed by the Board of Directors or by the Chair and President.  In the event of the absence or disability of the Chair, the Vice Chair will succeed to the Chair’s duties.


d. Secretary. The Secretary will attend all meetings of the Board of Directors, record all proceedings of such meetings in the minute book of SAFE. The Secretary will perform such other duties as may, from time to time, be prescribed by the Board of Directors or by the Chair.


e. Treasurer. The Treasurer will have charge and custody of and be responsible for all funds and securities of the Corporation, keep full and accurate accounts of receipts and disbursements, and deposit monies in the name of the Corporation in the depositories designated by the Board of Directors, and perform all other duties as may, from time to time, be prescribed by the Board of Directors or the Chair.  


Section 8.4.   REMOVAL, RESIGNATION AND VACANCIES.

a. Removal. Any officer elected or appointed by the Board of Directors and any assistant officer appointed by another officer may be removed by the Board at any time with or without cause. 


b. Resignation. An officer may resign at any time by delivering notice to the Board or the Chair.  A resignation is effective when the notice is delivered unless the notice specifies a later effective date.


c. Method of Filling Vacancies. Any vacancy, however occurring, in any office may be filled by the Board of Directors.


Section 8.5.   COMPENSATION.  The Board of Directors receive no compensation for their services.  

However, they are reimbursed for SAFE related expenditures.


ARTICLE IX. RECORDS

The Corporation will maintain:  minutes of the proceedings of its Board of Directors; financial records; a  copy of the current Articles of Incorporation and bylaws of the Corporation; a list of the names of the current officers and directors of the Corporation.


ARTICLE X. PARLIAMENTARY AUTHORITY

The rules contained in the most recent revision of Robert’s Rules of Order shall govern SAFE in all cases in which they are applicable, provided that they do not conflict with SAFE’s Articles of Incorporation, these Bylaws, or with any pertinent laws.


ARTICLE XI. ANTI-DISCRIMINATORY POLICY

SAFE will not engage in or tolerate the discrimination against or harassment of any person or group of individuals in any of the SAFE’s activities on the basis of race, color, national origin, religion, sex, gender identity or expression, sexual orientation, disability, marital status, familial status or age. SAFE reserves the right to take actions with its policies and procedures or federal, state and local laws to address violations of this policy. 


ARTICLE XII. AMENDMENT

These Bylaws may be amended or repealed and additional bylaws adopted, in writing, by the Board of Directors.