ARTICLE I - NAME

Section 1. The corporation shall be entitled – Florida Keys Assisted Care Coalition, Inc., hereafter referred to as (The Corporation.) Said Corporation has been incorporated as a 501(c)(3), Florida, not-for-profit corporation.

ARTICLE II - MISSION AND VISION

Section 1. The Mission - To provide a model assisted living community in harmony with the environment and fully integrated within the surrounding community.
Section 2. The Vision – Elders aging place in a comfortable, tropical assisted living community.

ARTICLE III - MEETINGS

Section 1. Regular meetings of the Board of Directors shall be held no less than six times per year, at a time and place to be designated.
Section 2. Special meetings may be called by any three Directors, as needed.
Section 3. Meetings shall be held on a day, time and place determined by a majority of the Board. Directors are expected to have no more than two (2) “unexcused” absences from the board meetings each year. Directors may request an “excused” absence, provided they notify the Coordinator prior to the meeting.
Section 4. Types of Meetings – There shall be three types of meetings: (a) Annual. (b) Regular (c) Special. Annual meeting of the Board of Directors shall be held in March of each year, unless otherwise determined by the Board.
Section 5. Notice – At least seven (7) days prior to any regular or special meeting notice shall be given to Directors by email or U.S. Mail.

ARTICLE IV
BOARD COMPOSITION AND RESPONSIBILITIES

Section 1. The Board of The Corporation shall consist of a minimum of fifteen directors and not more than twenty-one.
Section 2. The Executive Committee shall be comprised of the President or Co-Presidents, Vice President, Secretary and Treasurer.
Section 3. Term of Office. Directors elected will serve for two-year terms from the date of their election, except that terms of office will be staggered, so that approximately half the directors will be elected at each annual meeting.
Section 4. Length of Service. A Director or Board member may be re-elected to three consecutive, two-year terms. Re-election may occur following a one-year absence from the Board.
Section 5. The Board of Directors shall transact all business of the corporation. It shall determine the policies, fiscal matters and in general assume responsibility for the guidance of the affairs of the corporation.
Section 6. Quorum. The Directors present who have been given proper notice pursuant to these By-laws shall constitute a quorum for the transaction of business, but they shall not number less than one third (1/3) of the entire Board.
Section 7. Election of Directors. Between the annual meetings of the Board, the Nominating Committee shall recommend, to the Board, individuals to fill vacancies as they occur. Based upon consent of the Directors such individuals will serve the remainder of the term to which they have been elected.
Section 8. Removal of Directors, Officers. Any Director or Officer may be removed by a two-thirds (2/3) vote of the Board of Directors.
Section 9. The Executive Committee shall have and exercise the authority designated by the Board of Directors in the management of the business of the corporation between meetings of the Board.
Section 10. Voting. Every Director of the Corporation, in good standing, shall have the right to one vote upon every proposal properly submitted to vote at any meeting of the Corporation. No Proxy voting shall be permitted.
Section 11. Compensation. No Director shall receive compensation as a result of being a member of the Board of Directors.

ARTICLE V - POWERS AND DUTIES OF OFFICERS

Section 1. President or Co-Presidents. The President or Co-Presidents shall preside at all meetings of the Board of Directors and shall act as the chief executive officer of the Corporation. They shall provide an annual report of activities to the Board of Directors, and shall do and perform such other duties as from time to time may be assigned to them by the Board of Directors and the Executive Committee. The President or Co-Presidents shall serve on all committees, or appoint a temporary alternate.
The President or Co-Presidents shall not serve on the Nominating Committee,
Section 2. Vice-President. The Vice-President shall preside at those meetings when the President/ Co-Presidents are absent.
Section 3. Secretary. The Secretary shall be responsible for assuring that complete records of all meetings of the Board be kept and maintained properly in the Corporation offices. He/She shall sign documents pertaining to the Corporation as he/she may be authorized or required by law/regulation and by these By-Laws. The Corporate Seal will be kept at the Corporate Offices, to be used as appropriate by the Secretary or his/her designee.
Section 4. Treasurer – The Treasurer shall perform all duties incidental to the office of the Treasurer, subject to the control of the Board. The Treasurer will chair the Finance Committee (if said committee is instituted by the President/Co-Presidents) and review in detail the monthly and annual Financial Statements and other related reports in conjunction with the Coordinator and the President/Co-Presidents. The Treasurer, or his/her designee, will present the Financial Statements at Board Meetings.
Section 5. Absence or Incapacity of Officers. In the event of absence, inability, or refusal to act of any of the officers of this Corporation, the Board of Directors may appoint any member of the Corporation to perform his or her respective duties.

ARTICLE VI - COMMITTEES

Section 1. Executive Committee. The Executive Committee shall be composed of the President or Co-Presidents, Vice President, Secretary and Treasurer.
The Executive Committee shall have and exercise the authority designated by the Board of Directors in the management of the business of the corporation between meetings of the Board. Their actions shall be presented to the Board at the next meeting for ratification.
Section 2. Nominating Committee. The Nominating Committee shall consist of three (3) Directors appointed by the Executive Committee. Their duties shall be to (a) recommend to the Board, for approval, persons to fill vacancies on the Board between Annual Meetings, (b) recommend to the Board, for approval, persons to fill those seats whose terms are expiring, (c) recommend to the Board, for approval, a slate of officers for the coming year.
Section 3. Finance Committee. The Finance Committee shall consist of the Treasurer, who shall serve as Chairman and three additional members as selected by the Board of Directors.

ARTICLE VII - INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 1. All officers and directors shall be indemnified by the Corporation against all expenses and liabilities, including attorney’s fees (including appellate proceedings), reasonably incurred in connection with any proceeding or settlement hereof in which they may become involved by reason of holding such office.

ARTICLE VIII - PARLIAMENTARY PROCEDURES

Section 1. Procedures. Parliamentary procedures for all meeting of the Board of Directors and the Executive Committee of the Board shall be in accordance with Roberts Rules of Order.

ARTICLE IX - FUNDS

Section 1. General Operating Fund. All contributions and gifts-in-kind that are not specified for a particular purpose shall be designated unrestricted funds. The operating costs of the Corporation will be paid from this fund.

ARTICLE X - STAFF

Section 1. Employment. Professional, clerical, and maintenance staff related to the corporation may be employed in accordance with the provisions of these By-laws. Appointed by majority vote of the Board.
Section 2. Coordinator. The Coordinator will be responsible to maintain the records of the Corporation, keep minutes of the proceedings of the Board of Directors. The Coordinator will keep the Board of Directors updated on the actions of the Board through electronic communication when possible, or mailed copies of information for those Board members without electronic communication capabilities.
Section 3. The duties of the Coordinator will be limited to the ability of the Board of Directors to compensate accordingly.
Section 4. The Coordinator serves as an ex-officio and non-voting member of the Board and all committees. All duties and responsibilities of the Coordinator are outlined on an official job description approved by the Board.

ARTICLE XI - FISCAL YEAR

The fiscal year of the Corporation shall be October 1st to September 30th, annually .

ARTICLE XII - DISSOLUTION

A. Upon the dissolution of the Corporation, the Board of Directors shall, after the payment of all the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such 501.(c)(3) organization or organizations within Monroe County organized and operated exclusively for the purposes of serving the elderly citizens of Monroe County.
B. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, officers, directors, or any person except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered, and to make payments in the furtherance of the Corporation. Notwithstanding any other provisions of the Articles of Incorporation or these By-laws of the Corporation, the Corporation shall not carry on any activity not permitted to be carried on (a) by a corporation exempt from federal income tax, under Section 501(c)(3) of the Internal Revenue Code of the United States of America, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended (or the corresponding section of any future United States revenue law).

ARTICLE XIII - SEAL

The Board of Directors shall provide a corporate seal, which shall be set forth below.

ARTICLE IVX - AMENDMENT OF BY-LAWS

These by-laws may be altered, amended, or repealed, and new By-laws may be adopted by a two-thirds (2/3) majority vote of the Board of Directors at any regular or special meeting of the Board of Directors. At least fourteen (14) days written advance notice of said meeting shall be given to each member of the Board of Directors.

I certify that these are the By-laws, as amended, by the Board of Directors of the Florida Keys Assisted Care Coalition, Inc.

Recording Secretary:

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Date signed:

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Original By-laws approved 6/9/04, amended 8/5/04