ARTICLE I: NAME
Section 1.01 Name: The name of the Corporation shall be All Florida Junior Rodeo Association, Inc. (hereinafter referred to as the “Corporation).
ARTICLE II: ORGANIZATION
Section 2.01 Statement of Purposes: The Corporation is organized as a not for profit nonstock corporation for the following purposes:
A.To operate and served as primary sponsor of amateur junior rodeo competitions throughout the State of Florida available to the general public and for participation by children from five (5) years to fourteen (14) years of age with a birth certificate required to be shown one time only. Members must be at least five (5) years old and enrolled in Kindergarten. If a member turns fifteen (15) during the fiscal year, they will be able to continue the rodeo season. You cannot join AFJRA if you are in the 9th grade and/or a member of the Florida High School Rodeo Association. B.To sponsor event forums to enable rodeo participants, parents, sponsors and the general public to receive and exchange information on technological advances in the animal husbandry field C.To provide awards and grants to deserving children participating or assisting in the activities of the corporation. D.To sponsor and/or participate in educational programs which provide the corporation membership, event participants and general public with information and career assistance in the areas of agricultural science and animal husbandry. E.To have all the other powers conferred upon not for profit corporations formed under the laws of the State of Florida. F.To solicit and accept by subscription, gift, grant, donation, bequest, devise or otherwise, money and property of any kind from any member of the general public and from any firm, association, foundation, or corporation, including municipal, county, state or national government or other governmental unit or instrumentality thereof and expressly providing such money and property be used solely for the purposes specified above.
Section 2.02 Restrictions on Actions: Not withstanding the foregoing or any other provision of the Articles of Incorporation or these Bylaws of the Corporation:
A.No part of the assets or net earnings of the Corporation shall inure to the benefit of or be distributed to its incorporators, directors, officers or other private persons having a personal or private interest in the Corporation, other the reimbursement of reasonable expenses incurred or reasonable compensation for services rendered any person employed by the Corporation and incurred in carrying out the purposes set forth herein. B.The Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Code of by any corporation, contributions to which are deductible under Section 170(c)(2) of the Code.
ARTICLE III: MEMBERSHIP
Section 3.01 Members: The members of the Corporation shall be those persons serving, from time to time, as the Directors of the Corporation together with such other members of the general public as approved by the Directors for membership.
ARTICLE IV: BOARD OF DIRECTORS
Section 4.01 Management: All powers of the Corporation shall be exercised by and under the authority of the Board of Directors (hereinafter referred to as the “Board”), and the property, business and affairs of the Corporation shall be managed under the Board’s Direction.
Section 4.02 Initial Board of Directors: The initial Board of Directors shall consist of those persons elected at the meeting of the Corporation as founding organizers of the Corporation and who shall be entitled to retain membership on the Board irrespective of any other terms and conditions of these Bylaws to the contrary.
Section 4.03 Number and Qualifications of Additional Directors: The Board of the Corporation shall consist of not less than four (4) of the Directors (including the initial Directors described in Section 4.02 above), together with not more eleven (11) additional Directors who by training, experience, proven dedication to community service and/or public stature of direct benefit to the goals and purposes of the Corporation shall be deemed qualified by a majority of the other members of the Board of Directors to accept appointment.
Section 4.04 Election and Term of Directors: Directors shall hold office for a term of three (3) years commencing at the close of the annual meeting when elected, or until their successors are duly elected and qualified. The initial Directors as described in Section 4.02 above shall be elected for initial terms of one (1), two (2) and three (3) terms in order to provide for staggered terms of office and the subsequent election of one third (1/3) of the Board of Directors annually. The Board of Directors shall thereafter nominate and appoint such additional Directors as permitted herein and designate their term of office. Any different procedure, including election by membership ballot may be adopted by the Board of Directors at any time.
Section 4.05 Vacancies: Vacancies occurring in an elected voting directorship, however caused, shall be filled as soon as practicable by election by a majority of the remaining directors. A Director so elected to fill a vacancy shall hold office for the remaining of his predecessor’s term.
Section 4.06 Resignation or Removal of Directors: A Director of the Corporation may resign at any time by tendering his resignation in writing to the Corporation, which resignation shall be effective upon the date specified therein, or if no date if specified, upon receipt by the Corporation at its principal place of business. Any elected voting or nonvoting Director may be removed at any time, with or without cause, by a majority vote of the other voting Directors and with the concurrence of at least one of the initial Directors.
Section 4.07 Appointment of Nonvoting Directors and Board Representatives: Subject to approval by a two-thirds (2/3) majority vote of all voting Directors, the chairman of the Board of Directors may appoint such additional nonvoting Directors and/or Board representatives as shall serve the purposes and goals of the Corporation in such general of specific projects and assignments as may thereafter be approved by the voting Board of Directors. The term of office of any nonvoting Director or Board representative shall continue until the next annual meeting of the Corporation, subject to reappointment in the same manner as specified above for initial appointment.
ARTICLE V: MEETINGS OF THE BOARD
Section 5.01: Annual Meetings of the Board: An annual meeting of the Board shall be held during such month of each year as approved by the Board at such place and time as shall be determined by the Board. The Board shall at such annual meeting receive and review a report as to its financial condition and activities for the preceding fiscal period and ratify such goals and objects as then presented by any voting or nonvoting Director in attendance.
Section 5.02 Special Meetings of the Board: Special meetings of the Board ay be called at any time by the Chairman or President of the Corporation. Further, special meetings must be called by the Chairman within 1fourtenn (14) days of receipt of a written request of a majority of the voting Directors. Written notice of special meetings shall be given to each Director not less than twenty-four (24) hours prior to such meeting. The notice shall set forth the time, place and purpose of the meeting. The business to be transacted at any special meeting of the Board shall be limited to those items set forth in the notice or waiver thereof.
Section 5.03 Quorum and Action: A majority of the voting Directors of the Corporation shall constitute a quorum for the transaction of business. Directors may participate in a meeting of the Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting. Except as otherwise provided by law, the Articles of Incorporation, or these Bylaws, the affirmative vote of at least a majority of all voting Directors present at the meeting at which a quorum is present shall be the act of the Board. After a quorum has been established at a meeting of the Board, the subsequent withdrawal of Directors from the meeting so as to reduce the number of Directors present to fewer than the number required for a quorum shall not affect the validity of any action taken by the Board at the meeting or any adjournment thereof. A majority of the Directors present, whether or not a quorum exists, may adjourn any meeting of the Board to another time and place. Notice of any such adjourned meeting shall be given to the Directors who were not present at the time of adjournment.
Section 5.04 Notice and Telephone Participation: Whenever, under the provisions of any statute, the Articles of Incorporation, or these Bylaws notice is required to be given to any Director, it shall not be construed to require personal notice; rather, such notice may be given either personally or by depositing the same in a post office box in a postpaid envelope or by delivering the same by facsimile, telephone transmission or electronic transmission, the cost thereof being prepaid, in either case addressed to such Director at his address as the same appears in the records of the Corporation; and the time when the same shall be so mailed or transmitted shall be deemed to be the time of the giving of such notice. Members of the Board of Directors, or any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
Section 5.05 Waiver: Whenever by law, the Articles of Incorporation, or these Bylaws, notice is required or permitted to be given to any Director, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at and the purpose of any special meeting of the Board shall be specified in any written waiver of notice thereof.
Section 5.06 Action Without a Meeting: Any action required or permitted by law, the Articles of Incorporation, or these Bylaws to be taken at a meeting of the Directors may be taken without a meeting and without prior notice, if a consent in writing setting forth the action so to be taken or so taken is signed by all of the voting and nonvoting Directors and filed with the minutes of the proceedings of the Board.
ARTICLE VI: OFFICERS
Section 6.01 Officers: The officers of the Corporation shall be a Chairman, a President, a Secretary, a Treasurer, and such other officers as the Board shall deem advisable. Any person shall be authorized to hold more than one office, except that the President shall be prohibited from also serving as Treasurer. All such officers, except the President, shall be elected at the regular annual meeting of the Board, to hold office for a term of two (2) years commencing at the close of the annual meeting, or until their successors are elected and qualified, or until their earlier death, resignation or removal. All such officers, except the President, may not serve more than three (3) consecutive terms in the same office and shall be elected from among the Directors who shall be in office following the close of the annual meeting when elected.
Section 6.02 Vacancies: Any vacancy in any office due to death, resignation or removal shall be filled by the Board for the unexpired term of such office.
Section 6.03 Resignation or Removal of Officers: An officer of the Corporation may resign at any time by tendering his resignation in writing to the Chairman of the Board. Resignation shall become effective upon the date specified therein, or, if no date is specified, upon receipt by the Corporation. An officer of the Corporation may be removed at any time, with or without cause, at any meeting of the Board, by a majority vote of the total number of voting Directors. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer, however shall not of itself create any contract rights.
Section 6.04 Chairman: The Chairman of the Board shall preside at all meetings of the Board of Directors and shall perform such other duties as may be assigned to him by the Board.
Section 6.05 President: The Board of Directors shall appoint a President who shall be the chief executive officer of the Corporation. The President shall serve until his successor is duly appointed. The Board of Directors may remove the President any time by a vote of two-thirds (2/3) majority of the total number of voting Directors. The President shall have all authority and responsibility necessary to operate the Corporation in all its activities, subject only to such policies as may be issued by the members. He shall act as the duly authorized representative of the Board and the Corporation in all matters in which the Board has not formally designated some other person to act. He shall report as directed to the Board at each meeting. He may sign, with the Secretary or other proper officer of the Corporation authorized by the Board, any deeds, mortgages, bonds, contracts or other instruments which the Board has authority to execute, except in cases where signing or execution shall have been expressly delegated by the Board or these Bylaws, or by statute, to an officer or some other agent of the Corporation. He shall have such other duties and responsibilities as from time to time shall be delegated to him by these Bylaws or by the Board.
Section 6.06 Secretary: The Secretary shall keep or cause to be kept all of the records of the Corporation, record or cause to be recorded the minutes of the meetings of the Board, send out or cause to be sent out all notice of meetings of the Board and all committees, attest to the seal of the Corporation where necessary or required, and keep or cause to be kept a register of the names and addresses of each Director. The Secretary shall perform such other duties as may be prescribed by the Board.
Section 6.07 Treasurer: The Treasurer shall insure or cause to be insured that a true and accurate accounting of the financial transactions of the Corporation is made and that such accounting is presented to and made available to the Board. The Treasurer shall perform such other duties as may be prescribed by the Board.
Section 6.08 Other Officers: Other officers elected by the Board shall have such duties and responsibilities as the Board deems advisable.
ARTICLE VII: EVENT DIRECTORS
Section 7.01: The purpose of the Event Directors is to work with the Arena Director and Judges to assure that the rodeo is conducted in accordance with the AFJRA rule book to the best and safest interest of all the contestants.
Section 7.02: Event Directors should be able to answer contestant questions on their event and to work with the Arena Director. Event Directors should be in the arena during their event at all performances with only exceptions cleared by the Arena Director/Assistant Arena Director.
Section 7.03: If any situation arises that is not covered in the AFJRA rule book that said Event Director, all other Event Directors, the Arena Director, Assistant Arena Director and Judges will be assembled to discuss the given situation. After the discussion is completed, a vote will be conducted by the President including the Arena Director, Assistant Arena Director and all Event Directors and a ruling will be made on behalf of the contestant.
Section 7.04: The Event Directors should be familiar with each rodeo arena and how it is set and marked for their events by the Arena Director.
Section 7.05: It is the responsibility of the Event Directors, along with the President, to assure that all rodeo stock and equipment are available to each rodeo in accordance with the AFJRA rule book.
ARTICLE VIII: ARENA DIRECTOR / ASSISTANT ARENA DIRECTOR
Section 8.01: The purpose of the Arena Director is to work with the Event Directors to assure the rodeo is conducted in accordance with the AFJRA rule book to the best and safest interest of the contestants.
Section 8.02: Arena Director / Assistant Arena Director should be able to answer contestant questions on all the rodeo events and to work with their Event Directors. The Arena Director or Assistant Arena Director should be in the arena during the entire rodeo performance. In the absence of the Arena Director, the Assistant Arena Director must be present and in the arena during the entire rodeo performance.
Section 8.03: If any situation arises that is not covered in the AFJRA rule book, the Arena Director and Assistant Arena Director will assemble with the Event Directors and Judges to discuss the given situation. After the discussion is complete, a vote will be conducted by the President including the Arena Director, Assistant Arena Director and all Event Directors and a ruling will be made on behalf of the contestant.
Section 8.04: The Arena Director / Assistant Arena Director will be responsible for setting up and marking the arena using the rules stated in the AFJRA rule book. They are responsible for keeping records of measurements for that said rodeo for that weekend until the rodeo is complete.
Section 8.05: The Arena Director should consult with the Event Directors in the event of any unusual circumstances of the rodeo arena and or rodeo stock.
ARTICLE IX: COMMITTEES
Section 9.01 Committees of the Board: The Board may, by resolution, establish standing Committees and Special Committees of the Board. Unless otherwise specified by resolution of the Board or these Bylaws, the Chairman shall annually appoint the members and the chairman of the Standing Committees and the Nominating Committee and shall fill vacancies on any such committee. Appointments by the Chairman shall be made at the regular annual meeting of the Board. In addition, the Chairman may, if so authorized by the Board, appoint the members and chairmen of such Special Committees as the Board may create, which members and chairmen may include persons who are not members of the Board. All committee appointments and chairmen appointments must be approved by the Board.
Section 9.02 Special Committee: Special Committees shall be created as required by resolution of the Board. The purpose, duties, number of members and reporting requirements of each Special Committee shall be specified in the resolution creating the committee.
Section 9.03 Committee Members’ Term of Office: Unless otherwise specified by resolution of the Board, members of each committee shall continue in office until the next annual meeting of the Board and until their successors are appointed, unless the committee of which they are members shall be sooner terminated by the Board or until their earlier death, resignation or removal as committee members.
Section 9.04 Committee Meetings: Meetings of any committee may be called by the chairman of such committee at his discretion, and such meetings shall be called by the chairman of such committee upon the written request of one-third (1/3) of the committee members. The call for any meeting shall be by giving notice of such meeting which sets forth its time and place and is delivered to the residence or place of business of the committee members as listed in the Secretary’s office at least two (2) days prior to such meeting. Unless otherwise provided in these Bylaws, a majority of the members of any committee shall constitute a quorum for the transaction of business. After a quorum has been established at a committee meeting, the subsequent withdrawal of committee members from the meeting so as to reduce the number of committee members present to fewer than the number required for a quorum shall not affect the validity of any action taken at the meeting. Each committee shall keep minutes of its meetings and report to the Board as necessary with recommendations.
Section 9.05 Resignation or Removal of Committee Members: A member of any committee, other than the Nominating Committee, may resign at any time by tendering his resignation in writing to the Chairman. The Board, by a majority vote of the voting Directors, may remove, with or without cause, any member from a committee, other than the Nominating Committee, and specifically, but not by way of limitation, may remove any member from a committee, other than the Nominating Committee for failing to attend three (3) consecutive meetings of the committee.
ARTICLE X: INDEMNIFICATION AND INSURANCE
Section 10.01 Actions Other Than by or in the Right of the Corporation: The Corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceedings, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director, officer, employee, or agent of employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against such amounts, subject to restrictions and in accordance with such procedures as shall be permitted or required by the applicable provision of Section 607 and 617, Florida Statutes, as amended from time to time.
Section 10.02 Provision Not Exclusive: The indemnification provided by this Article XI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any Bylaw, agreement, vote of the disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, except an indemnification against gross negligence or willful misconduct. Indemnification as provided in this Article XI shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefits of the heirs, executors, or administrators of such a person.
Section 10.03 Insurance: The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred b him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article XI.
ARTICLE XI: MISCELLANEOUS PROVISIONS
Section 11.01 Fiscal Management: The application of the funds of the Corporation and supervision of the assets of the Corporation for the purposes specified in the Articles of Incorporation and these Bylaws shall be under the control and supervision of the Board of Directors. The Board may delegate such officers, committees or agents authority as the Board may prescribe and shall annually appoint a qualified and independent public accountant to prepare such returns and reports as directed by the Board.
Section 11.02 Disposition of Surplus Property: In the event of the disposition of any surplus or abandoned property by the Corporation, then such property shall be distributed to such educational institution or other public or private charity as approved by the Board of Directors.
Section 11.03 Affiliates and Subsidiaries: The Board of Directors shall not authorize nor create nor support any affiliate or subsidiary of the Corporation unless the purposes of such affiliate or subsidiary are substantially similar to the purposes of the Corporation, except that the affiliate or subsidiary need not be a not-for-profit corporation nor exempt from federal taxation under Section 501(c)(3) of the Code. For purposes of these Bylaws, an “affiliate” shall mean any not-for-profit corporation of which this Corporation is the sole corporation member or the corporate member who has voting control, and a “subsidiary” shall mean any corporation or partnership in which this Corporation owns or holds a majority of the outstanding shares or voting control, as the case may be.
Section 11.04 Conflict of Interest Policy: The Board of Directors shall be authorized to adopt and be responsible to monitor a Conflict of Interest Policy to be appended to these Bylaws after adoption.
ARTICLE XII: AMENDMENTS
Section 12.01 Generally: These Bylaws may be amended at any regular or special meeting of the Board of Directors by the vote of a simple majority of the voting Directors and provided not less than five (5) days’ notice of such meeting and a statement of such amendment is given to all Directors.
Section 12.02 Restrictions on Amendments: Notwithstanding the foregoing authority in Section 12.01 above, the Corporation shall not in any event adopt any amendment to these Bylaws inconsistent with any then applicable state or federal laws.
ARTICLE XIII: DISSOLUTION
Section 13.01 Dissolution: In the event of the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the remaining liabilities of the Corporation, dispose of all of the remaining assets of the Corporation (except any assets held upon condition requiring return, transfer, or other conveyance in the event of dissolution, which assets shall be returned, transferred, or conveyed in accordance with such requirements) exclusively for the purposes of the Corporation by transferring to pone or more other exempt organizations as described in Section 501(c)(3) or 170(c)(2) of the Internal Revenue Code of 1986 (or any other corresponding provisions of any future Internal Revenue law) and which shall have as its primary purpose those same purposes as specified in the Articles of Incorporation for this Corporation.
Adopted by the Board of Directors: ___________________________________________________