LOVE MADE VISIBLE FOUNDATION, INC
A Non-Profit Corporation
Article I – Name
The name of this corporation shall be: Love Made Visible Foundation, Inc.. The official abbreviation is LMVF.
Article II – Principal Office
2.01. The principal office for the transaction of the activities and affairs of this corporation is located at 3521 Sahara Springs Boulevard, Pompano Beach, Florida 33069. The Board of Directors may, from time to time, change the address of its registered office by duly adopted resolution and filing the appropriate notice with the State of Florida.
Article III – General and Specific Purposes
3.01. This corporation is organized exclusively for public and charitable purposes within the meaning of Internal Revenue Code section 501 (c) (3) or the corresponding provision of any future Unites States internal revenue law.
3.02. Within the context of its general purpose, the specific purpose for which the corporation is organized is the provision of medical and surgical services to economically depressed areas.
Article IV – Dedication of Assets
4.01. This corporation’s assets are irrevocably dedicated to public and charitable purposes. No part of the properties, or assets of the corporation, on dissolution or otherwise, shall inure to the benefit of any private person or individual, or to any director or officer of the corporation. On liquidation or dissolution, all assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for charitable purposes and that has established its exempt status under Internal Revenue Code of 1986, Section 501(c) (3) or any successor statute.
Article V – Membership – Dues
5.01. Membership is contingent on compliance with the requirements as specified in these Bylaws. Its status and eligibility shall be determined from a verification of the information on the application form and shall be duly noted in the membership card and roster.
5.02. The governing Board of Directors shall have final authority to approve or disapprove memberships. The same holds true with the authority to expel any member for good cause.
5.03. Honorary membership may be conferred only by the Board of Directors upon any person who has rendered some particular or noteworthy service considered deserving of this special and distinctive title.
5.04. Annual membership dues are payable upon initial application for membership and thereafter, within 45 days from receipt of the annual renewal billing from the corporation. The Board of Directors has the authority to approve changes in the amount of membership dues. Any member who fails to pay his/her renewal dues shall be converted to inactive on the membership roster.
Article VI – Meetings of Members
6.01. The annual meeting of the members shall be held every third Saturday of February at such time and place that the Board of Directors may designate, or if not so designated, at the principal office of the Corporation, upon giving notice by mail or publication. The annual membership meeting shall be held at the annual conference for the purpose of election of officers, if necessary, and to approve matters pertaining to the Corporation as the Board of Directors may direct from time to time.
6.02. The Board of Directors, as required, may call additional meetings. At all meetings of the members of record, each Active Member of the corporation are entitled to one vote on each matter submitted to a vote. The quorum necessary for the transaction of any business or any specified item of business at any meeting of the members shall be a majority of the members present.
Article VII – Board of Directors
7.01. Subject to the limitations of the Articles of Incorporation, these bylaws, and the Florida Not For Profit Act, all corporate powers shall be exercised by or under the authority of the Board of Directors, whose members shall consist of the three (3) currently-registered directors and the President, after the latter shall have served his/her term. The number of directors may be either increased or reduced whenever necessary but it shall not, in any case, be less than three.
7.02. The body shall have executive power to control and manage the affairs of the corporation. They may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these bylaws and the laws of the State of Florida.
7.03. The manner by which one may become a member of the Board of Directors shall be by way of appointment, with a term coexistent with that of the Corporation. The power to appoint shall rest with the Board of Directors.
7.04. The qualifications for becoming and remaining a Director of this Corporation are that the Director must be an Active Member thereof and in good standing.
7.05. In the event of vacancy or resignation, the Board of Directors may appoint a successor to fill the vacancy only as of the date when the resignation becomes effective. The appointed successor shall hold the office until the resignee’s term expires.
7.06. The Board of Directors shall hold a regular meeting annually for purposes of organization, and transaction of other business. Other regular or special meetings of the Board of Directors may be held at such time and place as the Board of Directors may set from time to time.
Article VIII – Officers and Duties
8.01. The Executive Committee shall be the President, Vice-President, Secretary and the Treasurer.
A. The President shall fulfill the following duties:
1. Preside at all meetings;
2. Sign checks with the Treasurer;
3. Represent the corporation at meetings and functions of other organizations or designates an alternate, if necessary;
4. Perform other duties pertinent to the office as assigned by the Board of Directors or as prescribed by these Bylaws.
1. Perform such duties as delegated by the President or the
Board of Directors;
2. Assume and performs the duties of the President in his/her
absence or inability to act or as delegated by the Board of
3. Assist the President in carrying out the objective of the
1. Maintain a record of the proceedings of all meetings;
2. Distribute approved minutes to the Board of Directors;
3. Shall keep or cause to be kept a copy of the Articles of Incorporation and Bylaws;
4. Preserve reports and records in the permanent file;
5. Keep on file all other pertinent information regarding projects, programs and activities of the corporation;
6. Keep on file accurate membership roster as compiled;
7. Preserve documents, mementos and other materials related to activities, programs and projects of the corporation;
8. Ensure security and transfer of documents, mementos and other materials related to activities, programs, and projects of the corporation to the succeeding secretary.
1. Responsible for the financial affairs of the corporation;
2. Keep records of all receipts and disbursements;
3. Carries appropriate banking transactions as designated by the Board of Directors;
4. Assist in the direction of fund-raising activities;
5. Present financial records for examination;
6. Submit a quarterly written report of the financial standing of the corporation and at the annual meeting.
7. Shall keep and maintain or cause to be kept and maintained, adequate and correct books and accounts of the Corporation’s properties and transactions.
NOMINATIONS, ELECTIONS, ELIGIBILITY, AND TERMS
OF THE EXECUTIVE COMMITTEE
A. The Nominating Committee shall consist of five (5)
members appointed by the Board of Directors. The
chairperson shall be the immediate past President.
B. The Nominating Committee prepares a list of
nominees accompanied by a written consent to serve
and submits the same to the Board of Directors;
C. Obtain from each nominee a written consent to serve
if elected before his/her name is placed on the ballot;
D. The Nominating Committee mails/gives the ballots to
A. To be eligible for any elected office, the nominee must
be a paid member prior to the elections;
B. A nominee may be a candidate for only one office at any
given time, and if holding an elected office, he/she may
not be a candidate for another office unless the current
term expires at the time of elections.
A. All active members may vote;
B. To be eligible to vote, one must be a current member;
9.04. Terms of Office
A. All elected officers of the Executive Board shall serve
for a term of two (2) years;
B. All officers, except the President, can be reelected to the
same office for another term;
C. The induction of officers shall follow the announcement of
9.05. Reimbursement: Officers may receive reimbursement of expenses, as the Board of Directors may determine by resolution to be just and reasonable as to the Corporation at the time the resolution is adopted.
Article X – Fiscal Year
10.01. The fiscal year of the Corporation shall be from January 1st to December 31st.
Article XI – Official Website
11.01. The official website of the corporation shall be http://www. lovemadevisiblefoundation.org .
Article XII – Dissolution
12.01. In the event of dissolution of the corporation, the membership shall be notified and approval obtained by two-third (2/3) majority vote of all members present and constituting quorum, thirty (30) days prior to dissolution.
12.02. Liability/ies, if any, shall be resolved and remaining funds donated
to non-profit organizations in accordance with Article IV hereof.
Article XIII – Amendment
13.01. The Board of Directors may amend, or repeal bylaws at any regular or special meeting provided timely written notice is given to each member of the Board of Directors, together with a statement of the subject area of the bylaws to be considered for amendment, or repeal until the next General Meeting where such changes shall be subject to ratification by the simple majority of the members present.
13.02. Amendment to these Bylaws shall take effect upon ratification.
Article XIV – Indemnification
14.01. To the fullest extent permitted by law, this Corporation shall indemnify its members, officers, directors, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any claim or legal proceeding, and including any action by or in behalf of the Corporation, by reason of being or having been members, officers, or directors of the Corporation, so long as the subject person did not act in a grossly negligent manner or in violation of any federal or state criminal law.
Article XV – Parliamentary Authority
15.01. The most recent edition of Robert’s Rule or Order shall govern the procedure in meetings, special meetings and other aspects of the Corporation in cases not covered by these bylaws.
Certified to be the Bylaws of:
Love Made Visible Foundation, Inc.
Flordeluna (Polly) Alegado