These are the By-Laws of HOPE Foundation (hereinafter referred to as the “Ashram”) as duly adopted by its Board of Directors. The Ashram is a corporation not-for-profit, organized pursuant to and under Chapter 617, Florida Statutes. The Ashram has been incorporated in connection with providing charitable, social, health, religious, spiritual and educational services to people at large and specially to orphans, disabled, deprived, and disadvantaged individuals and communities worldwide.
1.1 The office of the Ashram shall be at 4990, Dixie Way, Mims, Florida and it may be located at any place in Florida or United States of America, as designated by the Board of Directors of the Ashram.
1.2 The fiscal year of the Ashram shall be the calendar year, unless a different fiscal year is adopted by the Board.
1.3 The seal of the Ashram shall bear the name of the Ashram, the word “Florida” and the words “Corporation Not-For-Profit.”
2.1 The qualifications of Members, the manner of their admission to membership in the Ashram and the manner of the termination of such membership shall be in accordance with the norms of the Ashram. The membership is open to all those who vows to follow the norms of the Ashram. Failure to follow norms shall cause termination of the membership. There is no membership fee, however registration is required.
2.2 The Members shall meet annually at the office of the Ashram or such other place as determined by the Board and as designated in the Notice of such meetings, at the time determined by the Board, within ninety (90) days before each year-end (calendar or fiscal year-end as determined by the Board) commencing with the year 2005. Such meetings shall be known as the “Annual General Body Meeting.” The purpose of the Annual General Body Meeting shall be to elect directors, to hear reports of the officers, and to transact any other business authorized to be transacted by the Members.
2.3 Special meetings of the Members shall be held at any place whenever called by the President, Vice President, or a majority of the Board. A special meeting must be called by the President or Vice President upon receipt of a written request from one-fourth (1/4) of the Members.
2.4A written notice of the meeting (whether Annual General Body Meeting or a special meeting of the Members) shall be e-mailed or mailed to each Member at his last known e-mail or postal address as it appears on the books of the Ashram. Such written notice of an Annual General Body Meeting shall be mailed to each Member not less than fourteen (14) days nor more than forty (40) days prior to the date of the Annual General Body Meeting. Written notice of a special meeting of the Members shall be mailed not less than ten (10) days nor more than forty (40) days prior to the date of a special meeting. The notice shall state the time and place of such meeting and the object for which the meeting is called and shall be (electronically) signed by an officer of the Ashram. If a meeting of the Members, either a special meeting or an Annual General Body Meeting, is one for which, by express provision of the Articles or these By-Laws, there is permitted or required a greater or lesser amount of time for the mailing or posting of notice than is required or permitted by the provision of this Section 2.4, then the aforesaid express provision shall govern. Any provision here in too the contrary not withstanding, notice of any meeting may be waived by any Member before, during, or after a meeting, which waiver shall be in writing by e-mail or US mail and shall set forth a waiver of written notice of such meeting. The aforementioned procedure shall not apply in the event if an emergency.
2.5 The Members, at the discretion of the Board, may act by written agreement in lieu of a meeting, provided written notice of the matter or matters to be agreed upon is given to the Members, at the addresses and within the time periods set forth in Section 2.4 herein, or duly waived in accordance with such Section. The decision of the majority vote of the Members as to the matter or matters to be agreed upon (as evidence by written response to be solicited in the notice) shall be binding on the Members, provided a quorum of the Members submits a response. The notice shall set forth a time period during which time a response must be made by a Member.
2.6A quorum of the Members shall consist of persons entitled to cast thirty percent (30%) of the votes of the Members. A Member may join in the action of a meeting by signing and concurring in the minutes thereof and such a signing shall constitute the presence of such parties for the purpose of determining a quorum. When a quorum is present at any meeting and a question which raises the jurisdiction of such meeting is presented, the holders of a majority of the voting rights present in person or represented by written “proxy” (as hereinafter defined) shall be required to decide the question. However, if the question is one upon which, by express provisions of the Articles, or these By-Laws requires a vote of other than the majority vote of a quorum, then such express provision shall govern and control the required vote on the decision of such question.
2.7If any meeting of the Members cannot be organized because a quorum is not in attendance, the Members who are present, either in person or by proxy, may adjourn the meeting to a date certain or otherwise from time to time until a quorum is present. In the case of a meeting being postponed, the notice provisions for the adjournment shall be as determined by the Board. In any such subsequent meetings, a quorum shall consist if one-fifth (1/5) of the votes of the Members.
2.8Minutes of all meetings shall be kept in a businesslike manner and be available for inspection by the Members and the Directors at all reasonable times and places and shall be produced within ten (10) business days after receipt of a written request for access.
2.9Voting rights of Members shall be as stated in Section 2.10 below. Such votes may be cast in person or by proxy. “Proxy” is defined to mean an instrument containing the appointment of a person who is substituted by a Member to vote for him and in his place and stead. Proxies shall be in writing and shall be valid only for the particular meeting designated therein, and any adjournment of that meeting. A proxy must be filed with the Secretary of the Ashram before the appointed time of the meeting in order to be effective. Any proxy may be revoked prior to the time a vote is cast according to such proxy.
2.10 The following provisions shall govern the right of each Member to vote and the manner of exercising such right:
(a)Each Member shall be entitled to one (1) vote in the Ashram with respect to matters on which a vote by the member is required or permitted to be taken under the Articles or these By-Laws.
(b)The vote of the Member shall be cast by the person whose name is filed with Secretary of the Ashram. If such a person is not on the file with the Secretary of the Ashram, the vote of such a person shall not be considered for a quorum or for any other purpose.
2.11 At any time prior to a vote upon any matter at a meeting of the Members, any Member may demand the use of a secret written ballot for voting on such matter. The Chairperson of the meeting shall call for nomination for inspectors of election to collect and tally written ballots upon the completion of balloting on the subject matter.
3.1 The form of administration of the Ashram shall be by a Board of Directors, of such numbers as called in Articles. The Board shall initially consist of seven (7) directors.
3.2The provisions of the Articles setting forth the selection, election, designation and removal of Directors by the Articles are hereby incorporated herein by reference.
3.3Subject to Section 3.5 below and to the rights as set forth in the Articles and as set forth in Section
3.5(c) below, vacancies in the Board shall be filled by persons elected by the remaining Directors. Any such person shall be a Director as if, and have all of the rights, privileges, duties and obligations as a Director, elected at an Annual General Body Meeting, and shall serve for the term prescribed in Section 3.4 of these By-Laws.
3.4The term of each Director’s service shall extend until the next Annual General Body Meeting and until his successor is duly elected and qualified, or until he is removed in the manner elsewhere provided herein.
3.5(a) A Director elected by the Members, as provided in the Articles, may be removed from office upon the affirmative vote or the agreement in writing of a majority vote of the Members at a special meeting if the Members for any reason deemed by the Members to be in the best interest of the Ashram. A meeting of Members to so remove a Director elected by them shall be held, subject to the notice provisions of Section 2.4 hereof, upon written request of ten (10%) of the Members. However, before any Director so removed from office, he shall be notified in writing that a motion to remove him will be made prior to the meeting at which said motion is to be made, and such Director shall be given an opportunity to be heard at such meeting should he be present prior to the vote on his removal.
In the event the members hold a special meeting to remove a director or directors, the Board shall hold a Board meeting within five (5) full business days after the adjournment of the member meeting to remove one or more directors. At the meeting, the Board shall certify removal, in which case such member or members shall be removed effective immediately and shall turn over to the Board within five (5) full business days any and all records and property of the Ashram in their possession.
(b) A Director elected by the members, as provided in the Articles, may also be removed from office by an agreement in writing or by written ballot without a membership meeting. The agreement in writing or the written ballots, or a copy thereof, shall be served on the Ashram by personal service or certified mail in the manner authorized by Florida Statutes Chapter 48 and the Florida Rules of Civil Procedures.
(c) If the Board determines it will not to certify the written agreement or written ballots to remove a director or directors of the Board or does not certify the removal by a vote at a meeting, the Board shall, within five (5) full business days after the meeting, file with the Florida Department of Business and Professional Regulation a petition for binding arbitration pursuant to the applicable procedures contained in Florida Statue Sections 718.112(2)(j) and 718.1255 in the rules adopted there under. If the arbitrator certifies the removal as to any director or directors of the Board, the removal will be effective upon mailing of the final order of arbitration to the Association. The director or directors so removed shall deliver to the Board any and all records of the Ashram in their possession within five (5) full business days after the effective date of the removal.
(d) If the Board fails to duly notice and hold a board meeting within five (5) full business days after the service of an agreement in writing or within five (5) full business days after the adjournment of the member removal meeting, the removal shall be deemed effective and the director so removed shall immediately turn over to the Board all records and property of the Ashram.
(e) Minutes of all meetings of the Board related to removal of director or directors shall be kept in a business like manner and be available for inspection by the Members and Directors at all reasonable time and places and produced within ten (10) business days after receipt of a written request for access.
(f) In the event a Director is removed from the office without a membership meeting the board shall hold a meeting, subject to the notice provision contained in Section 2.4 herein above. Said meeting shall be held within five (5) days after the member delivers the agreement in writing or the written ballots to the Ashram. At the meeting the Board shall either certify the written ballots or written agreement to remove the director or directors of the Board, in which case such director or directors ballots shall be removed effective immediately and shall turn over to the board within five (5) full business days any and all records and property of the Ashram.
(g) Members shall elect, at a special meeting or at the Annual General body Meeting , persons to fill vacancies to the Board caused by the removal of a Director elected by Members in accordance with Section 3.5(a) and (b).
(h) A director designated by the Articles, may be removed only by the incorporator in his sole and absolute discretion and without any need for a meeting or vote. The incorporator shall have the unqualified right to name a successor for any Director designated and thereafter removed by it, and the incorporator shall notify the Board of the name of the successor Director and the commencement date for the term of such successor Director.
3.6 The organizational meeting of a newly elected Board shall be held within ten (10) days after their election at such place and time as shall be fixed by the Directors at the meeting at which they were elected. No further notice of the organizational meeting shall be necessary.
3.7 Regular meetings of the Board may be held at such time and place as shall be determined from time to time by a majority of the Directors. Special Meetings of the Board may be called at the discretion of the President or the Vice President of the Ashram. Special meetings must be called by the Secretary at the written request of one-third (1/3) of the Directors.
3.8 Notice of the time and place of regular and special meetings of the Board, or adjournments thereof, shall be given to each Director personally or by mail, e-mail, telephone, or telegraph at least three (3) days prior to the day named for such meeting. Any Director may waive notice of a meeting before, during, or after a meeting, and such waiver shall be deemed equivalent to the receipt of notice by such Director. Notices of all board meetings shall be given to the Members of the Ashram, as provided by law.
3.9 A quorum of the Board shall consist of the Directors entitled to cast a majority of the votes of the entire Board. Matters approved by a majority of the Directors present at a meeting at which a quorum is present shall constitute the official acts of the Board, except as specifically otherwise provided in the Articles or elsewhere herein. If at any meeting of the Board, there shall be less than a quorum present, the majority of those present may adjourn the meeting from time to time until a quorum is present. At any meeting being held because of such an adjournment, any business which might have been transacted at the meeting as originally called may be transacted. In case of the adjournment of a meeting, notice to the Directors of such adjournment shall be as determined by the Board.
3.10 The presiding officer at Board meetings shall be the President.
3.11 Director’s fees, if any shall be determined by a majority vote of the Members.
3.12 Minutes of all meetings of the Board shall be kept in a businesslike manner and be available for inspection by the Members and Directors at all reasonable time and places produced within ten (10) business days after receipt of a written request for access.
3.13 The Board shall have the power to appoint various committees of the Board. Each committee shall act as liaison to the Board and provide the Board with such information and reports as the Board may request. Executive committees shall consist of more than four (4) persons. Executive committees shall have and exercise such powers as the Board may delegate to such executive committee. In addition to such executive committees of the Board, the Board may organize Members Committees in the Ashram consisting of no more than three (3) Members. Such committee shall be designated as a “non-official committee,” and the Members shall have no authority to act on behalf of the Board. However, the purpose of such Members shall be to act as a liaison and to provide the Board with such information as the Board may deem appropriate and necessary to exercise it power.
3.14 Meetings of the Board shall be open to all Members. Unless a Member serves as a Director or unless he has been specifically invited by the Directors to participate in a meeting, Members shall not be entitled to participate in any meeting of the Board, but shall only be entitled to act as an observer. In the event that a Member not serving as a Director or not otherwise invited by the Directors to participate in a meeting attempts to become more than a mere observer at such meeting, or conducts himself in a manner detrimental to the carrying on of such meeting, then any Director may expel said Member from the meeting by any reasonable means which may be necessary to accomplish such as expulsion. Also any director shall have the right to exclude from any meeting of the Board any person who is not able to provide sufficient proof that he is a Member, unless said person was specifically invited by the Directors to participate in such meeting. Board members may attend a meeting via telephone conference call if a speaker phone is available so that all those present at the meeting can communicate.
3.15 The Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the Directors.
All of the powers and duties of the Ashram including those existing under the Articles, and these By-Laws shall be exercised by the Board, unless otherwise specifically delegated therein to the Members. Such powers and duties of the Board shall be exercised in accordance with the provisions of the Articles and these By-Laws, and shall specifically include all powers designated in the Articles, and these By-Laws, including, without limitation, the following:
4.1 Raising and collecting funds for the Ashram projects.
4.2 Using funds of Ashram in the exercise of the powers and duties of the Ashram and the Board.
4.3 Enforcing by legal means the provisions of the Articles, these By-Laws, and applicable provisions of Law.
4.4 Paying taxes and Assessments which are or may become liens against the Ashram, if any, and raising the same through the Members.
4.5 Purchasing and carrying insurance for the protections of the Ashram and the Board against casualty and liability.
4.6 Paying cost of all power, water, sewer, telephone, internet and other services rendered to the Ashram.
4.7 Hiring and retaining such employees as are necessary to administer and carry out the services required for the proper administration of the purposes of this Ashram, including hiring of manager and paying all salaries therefore.
5.1 The officers of the Ashram shall be a President, who shall be a Director or incorporator or registered agent, one (1) or more Vice Presidents, a Treasure, and a Secretary, all of whom shall be elected annually by the Board. Any officer may be removed with or without cause from office by a vote of the Directors at any meeting of the Board. Any officer may resign at any time by giving written notice to the Board; such resignation shall take effect on the date of receipt of such notice or any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The Board, from time to time, elect such other officers and assistant officers and designate their powers and duties as the Board shall find to be required to manage the affairs of the Ashram.
5.2 The President shall be the chief executive officer of the Ashram. He shall have all of the powers and duties which are usually vested in the office of the President of a charity corporation, including, but not limited to, the power to appoint such committees at such time from among the Members as he may, in his discretion, determine appropriate to assist in conducting the affairs of the Ashram. The President shall preside at all meetings of the Board.
5.3 In the absence or disability of the President, the Vice President shall exercise the powers and perform the duties of the President. The vice President shall also generally assist the President and exercise such other powers and perform such other duties as shall be prescribed by the Board. In the event there shall be more than one (1) Vice President elected by the Board, then they shall be designated “First,” “Second,” etc., and shall exercise the powers and perform the duties of the President, in order.
5.4 The Secretary shall cause to be kept the minutes of all meetings of the Board and the Members, which minutes shall be kept in a businesslike manner and shall be available for inspection by Members and Directors at all reasonable times and places and produced within ten (10) business days after receipt of a written request for access. He shall have custody of the seal of the Ashram and shall affix the same to instruments requiring such seal when duly authorized and directed by the Board to do so. He shall keep the records of the Ashram, except those of the Treasurer, and shall perform all of the duties incident to the office of the Secretary of the Ashram as may be required by the Board or the President. The Assistant Secretary, if any, shall perform the duties of the Secretary when the Secretary is absent, and shall assist the Secretary.
5.5 The Treasurer shall have custody of all the property of the Ashram, including funds, securities, and evidences of indebtness. He shall keep receipts of all funds received, keep the books of the Ashram in accordance with generally accepted accounting practices, and shall perform all of the duties incident to the office of the Treasurer. The Assistant Treasurer, if any, shall perform the duties of the Treasurer whenever the Treasurer is absent, and shall assist the Treasurer.
5.6 The compensation, if any, of all officers and other employees of the Ashram shall be fixed by the Board. This provision shall not preclude the Board from employing a Director as an employee of the Ashram or preclude the contracting with a Director for the management of the Ashram.
5.7 The offices of the Secretary and Treasurer may be held by the same person, so also the offices of the President and Vice President. No person shall simultaneously hold more than one (1) of any of the other offices.
5.8A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve the remainder of the term of the office he replaces.
61. The Ashram shall maintain accounting records in accordance with generally accepted accounting practices which shall be open to inspection by the Members or their authorized representatives at reasonable time and places within ten (10) days after receipt of a written request for access. Such authorization as a representative of a Member must be in writing and signed by the Member giving such authorization and dated within sixty (60) days of the date of any such inspection.
6.2 (a) The Board shall adopt a budget for estimated revenue and expenses for each forthcoming fiscal year and the estimated surplus or deficit as of the end of the current year, the date of the Budget Meeting to adopt the budget to be determined by the Board. Prior to the Budget meeting, a proposed Budget shall be prepared by or on behalf of the Board for the Ashram, which shall include, but not necessarily be limited to, the following items of expenses:
(4) Supplies and Materials
(6) Professional Fees
(7) Capital Expenses
(8) Reserve Funds
(9) Operating Capital
(10) Other Expenses
In addition to the foregoing items of expenses, the Budget(s) may include taxes, if the Board so determines.
Copies of the proposed Budget and notice of the exact time and place of the Budget Meeting shall be mailed or emailed to each member of the Member’s last known address, as reflected on the books and records of the Ashram, not less than thirty (30) days prior to said Budget Meeting. The Budget Meeting shall be open to the Members. The meeting may be held anywhere in Florida or US as determined by the Board.
(b) The depository of funds of the Ashram shall be such bank or banks as shall be designated from time to time by the Board in which the monies of the Ashram shall be deposited. Withdrawal of monies from such account shall be only by checks signed by such person as are authorized by the Board.
(c) A review of accounts of the Ashram shall be made annually by an auditor, accountant, or Certified Public Accountant designated by the Board, and a copy of a report of such audit shall be furnished to each Director no later than the first day of March of the year following the year for which the report is made. The report shall be deemed to be furnished to the directors upon its delivery or mailing to the Directors at his last known address as shown on the books and records of the Ashram.
(d) No Board shall be required to anticipate revenue from Ashram or expend to pay any expenses not included in the Budget or which shall exceed budgeted items, and no Board shall be required to engage in deficit spending. Should there exist any deficiency which results from there being greeter expenses than income, then such deficits shall be carried in to the next succeeding year’s Budget as a deficiency.
(e) The Ashram shall prepare an annual report within sixty (60) days after the close of the fiscal year. The Ashram shall, within ten (10) days after receipt of a written request for access, provide each member with a copy of the annual financial report or a written notice that a copy of the financial report is available upon request at no charge to the member. The financial report must consist of either (i) financial statements presented in conformity with generally accepted accounting principles; or (ii) a financial report of actual receipts and expenditures, cash basis, which must show: the amount of receipts and expenditures by classification, and the beginning and ending cash balances of the Ashram.
7.1 These By-laws may be amended by a majority vote of the Members present at an Annual General Body Meeting or a special meeting of the Members and the affirmative approval of a majority of the Board at a regular or special meeting of the Board. A copy of the proposed amendment shall be sent to each Member along with the notice of the special meeting of the Members or annual General Body Meeting. An amendment may be approved at the same meeting of the Board and/or the Members at which such amendment is proposed.
7.2 An amendment may be proposed by either the Board or by the Members, and after being proposed and approved by one of such bodies, it must be approved by the other as above set forth in order to become enacted as an amendment.
The ashram shall have a seal in a circular form having within its circumference the words: ASHRAM, a Florida Corporation Not-For-Profit 2005.
A Florida Corporation Not-for-Profit 2005.
Print name: __________________________
As its: __________________________
Print Name: _______________________
As its: ____________________________
A non-profit tax-exempt Florida charity