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NFBA By Laws Miami Beach BY-LAWS ARTICLE I Organization Section 1.1 Name. The name of this organization shall be “Normandy Fountain Business Association” (hereinafter the “NFBA”) and has been incorporated under the Laws of the State of Florida under that title as a 501c6. Section 1.2 Purpose. The purpose for which the Corporation is organized is to stabilize and improve the Normandy Fountain Business through promotion, activation, marketing and similar services by representing and advocating for the property owners and business owners located within its boundaries from Bay Drive East to Rue Notre Dame on 71st Street and Normandy Drive. The NFBA shall also be able to determine its own membership and priorities consistent with these By-Laws. Section 1.3 Governing Principles. The NFBA shall observe all local, state and federal laws, which apply to a not-for-profit organization as defined by the Internal Revenue Code, and the Laws of the State of Florida. ARTICLE II Membership Section 2.1 Eligibility. 2.1.1 Any other person or business enterprise with a facility located on Normandy Island, Miami Beach, Florida or doing business on Normandy Island, Miami Beach, Florida is eligible to become an auxiliary member. Auxiliary members are non-voting. Membership shall be approved or denied to the applicant upon vote of the Board members, on a case by case basis. 2.1.2 A voting member of the NFBA may be any owner or net lessor of real property within the boundaries of the association that maintains and remains in good standing with the NFBA following its written application approval and must execute an agreement to abide by the entity rules. 2.1.3 Subject to the provision of these By-Laws, the NFBA reserves the right to turn away any applicant for membership in the NFBA which in the view the Board does not subscribe to the objectives of the NFBA. 2.1.4 Any applicant who has been rejected by the Board may petition the Board, at the next regularly scheduled Board meeting, for a vote on its membership. Said vote shall only take place during a Closed Meeting of the Board. Section 2.2 Statement of Non-discrimination. It is the policy of the NFBA not to consider issues of race, ethnicity, origin, sexual orientation, gender identity, religion or age in considering organizations for membership in the NFBA, or for positions on the Board or any standing or special committees established by the Board. Conversely those issues in general have no bearing on the termination of a member or rejection of a potential member for membership in the NFBA. Section 2.3 Dues and Charges. Membership dues shall be at such rate or rates, schedules or formulas as may from time to time be set by the Board. The Board is empowered to set different rates for the different classifications of membership. The Board is empowered to charge a separate fee to members and their representatives and/or guests for attendance at specific NFBA events, in addition to their annual dues. Auxiliary membership is subject to the type of business and fees set as approved by the board. Section 2.4 Privileges of Membership. 2.4.1 All members in good standing are entitled to designate representatives to attend functions of the NFBA. 2.4.2 All members or their representatives are eligible to serve on standing committees and special committees of the NFBA. 2.4.3 All members or their representatives are authorized to indicate in print or electronic publications their affiliation with the NFBA; however, no member may lobby on behalf of the NFBA or is empowered to speak on behalf of the NFBA on issues of public concern. Only the Executive Director, President or in addition a Board member authorized by the Board upon a vote of the Board, may be designated as the NFBA spokesperson or lobbyist, and even then, said person is restricted to relaying positions of the organization set forth at a Board meeting. The President may designate an alternate person if designated person is not able to perform responsibilities. Section 2.5 Termination. 2.5.1 Any member may be expelled by the Board, upon a vote, for non-payment of dues or charges after sixty (60) days from the date dues or charges are due, unless otherwise extended, for good cause, upon consent of the Board. A member who has been terminated for non - payment of dues or charges shall be reinstated by payment of the outstanding balance of monies owed. 2.5.2 Any member who is in direct breach of their fiduciary obligations to the NFBA or whose actions place the NFBA at risk or are detrimental to the NFBA’s mission may be removed pursuant to Section 2.5.3 below; provided, however, the member whose removal is being sought has first been given the reasonable opportunity to show cause why such removal should not take place. Additionally, any member who is convicted of fraud or felony or who otherwise engages in conduct which the majority of the Board at a legally constituted Board meeting determines will negatively affect the member's ability to represent the NFBA may be removed pursuant to Section 2.5.3 below; provided, however, that the member has first been given the reasonable opportunity to show cause why such removal should not take place at a meeting of the Board. 2.5.3 Any member (other than members identified in Section 2.5.1 above) may be expelled by two-thirds (2/3) vote of the voting members of the Board present at a meeting or special meeting provided that specific notification to the Board and to such member has been made, at least five (5) days prior to the meeting or special meeting, that such matter shall be considered. The member under consideration for termination based on non -compliance with the Code of Conduct shall first receive a written notice with an opportunity to cure. The member will be afforded an opportunity to respond in writing prior to the meeting or special meeting, or an opportunity to be heard at the meeting or special meeting itself. Failure of the member to respond in writing or at the meeting shall not prevent the Board from taking a vote to expel the member. 2.5.4 Any member expelled by the procedure in Section 2.5.3 above, may not apply for or petition for reinstatement of membership in the NFBA for at least three (3) months. 2.5.5 Any member representative may be denied access to a NFBA function at the direction of an Officer of the Board; however, a member representative may only be permanently banned from attending NFBA functions by a majority vote of the Board members present at a legally constituted Board meeting. 2.5.6 The President may suspend a member’s membership for good cause except that upon issuing the suspension, the President must allow the member to appear at the next regularly scheduled Board meeting for the Board to determine if the suspension shall remain in force or be lifted. The member so suspended shall be afforded an opportunity to appear or present a response in writing as to why the suspension should be lifted. Unless a majority of the Board present votes to lift the suspension, the member shall remain suspended and will be unable to participate in NFBA functions. ARTICLE III Board Members The Board is vested with ultimate authority and responsibility to manage, supervise and make decisions for the NFBA, unless the Board has specifically granted an officer, committee or subgroup with decision making authority or as set forth in the By-Laws. The board has also delegated urgent decisions between monthly board meetings to the Executive Board when a special meeting of the board cannot be held due to quorum. Only the Board is empowered to act on behalf of the NFBA except for those duties delegated to the Executive Director by the Board or by these By-Laws. The Board is responsible to provide direction to the Executive Director and advising and making recommendations to the President. The Board is also charged to determine policy and formulate rules and regulations for the administration of the programs sponsored by the NFBA. The Board may delegate to the Executive Board the duty to evaluate any issues to be decided by the governing Board and make recommendations to the Governing Board. Unless otherwise set forth during a vote of the Board, the Board delegates the supervision of the daily operations of the NFBA, the issuing of official statements on behalf of the NFBA and lobbying in support of NFBA objectives to the Executive Director and President of the Board. Section 3.1 Election and Appointment of Members. The Board is comprised of the following members entitled to vote at Board meetings and be considered for purposes of meeting requirements of quorum – ; (1) Two-Year Elected Members; (2) Officers of the NFBA [President, Vice President, Secretary and Treasurer]; (3) the Immediate Past President of the Board for a one year term immediately following the Presidentship. After the first year as an Immediate Past President, the designation reverts to an elected board member 3.1.1 There shall be six (6) elected voting members in the year that there is no Immediate Past President. Thereafter there will be seven (7) elected voting members. 3.1.2 Of the complete board, including Officers, at least one (1) of whom shall be a hotel/apartment building owner or operator, one (1) of whom shall be a restaurant owner or operator and one (1) of whom shall be a retail owner or operator. The Board can waive this requirement if there is not sufficient interest by the membership to serve on the board in these capacities. 3.1.3 President, Vice-President, Secretary and Treasurer: The Vice President, Secretary and Treasurer shall be voting members of the Board and shall be considered a member of the Board for quorum purposes. 3.1.4 The Immediate Past President of the Board shall serve as a board member for one year immediately following the term as President and be accorded voting privileges and be identified as part of a quorum, unless they have been asked to relinquish their positions in accordance with these By-Laws or has resigned. If the Immediate Past President positions become vacant (due to illness, removal or resignation), the President, with the consent and approval of the Board, may fill the Board seat with any member in good standing who will be accorded voting rights and identified as part of the quorum for the remainder of the term. Section 3.2 Term. The term of each Board member shall be as stated in the definition of the member in Section 3.1. Board members will serve 2 years with staggered terms. For the purpose of staggered terms 5 of the board members will serve a one year term beginning in October of 2019. The “year” period shall be the twelve consecutive months of the NFBA’s fiscal year. Board Members beginning terms in 2019 will serve two (2) year terms. Section 3.3 Election. At the October membership meeting, the Executive Director shall call for nominations for the Officer and Director positions that have expired terms from the floor. At the December membership meeting those members in good standing shall then elect from those accepting nominations and verified to be in good standing by majority vote of members to elect the Board for the upcoming fiscal year. Voting by proxy shall be permitted. Section 3.4 Meetings 3.4.1 Regular Board Meetings. The Board shall meet at least six (6) times a year during each fiscal year as set by the President. At the President’s discretion, a scheduled meeting may be rescheduled for a different date and time on not less than five (5) days’ notice. The President may notify the Board of meetings by facsimile, electronic mail or other type of postings, as the President deems appropriate. 3.4.2 Special Meetings of the Board may be called by the President when necessary, but only upon not less than one (1) day notice, when a majority of the Board meeting in quorum waives said notice; otherwise a special meeting may only be called upon with five (5) days’ notice to the Board. 3.4.3 Special Meetings of the Board may be called by the Executive Director or President upon not less than three (3) day notice upon the presentation to the President of a written request for said meeting signed by six (6) voting members of the Board, except that the petition for said meeting must identify the issue to be addressed at the special meeting. Upon receiving such a petition, the President or Executive Director must schedule the meeting within five (5) days. 3.4.4 The General Membership meetings of the NFBA shall be held at such time and place as determined by the Board, provided that each member of the NFBA has been given ten (10) day notice prior to said meeting. Said notice may be provided electronically at the discretion of the Board. 3.4.5 The annual meeting of the NFBA shall be held at such time and place as determined by the Board, provided that each member of the NFBA has been given ten (10) day notice prior to said meeting. Said notice may be provided electronically at the discretion of the Board. The Annual Meeting must be open to the general public and be held at least once during the fiscal year of the NFBA. The President shall preside at the Annual Meeting, as well as the status of any on-going or completed projects undertaken during the fiscal year. 3.4.6 Board meetings shall be held in executive session and not open to members or the general public. Guest speakers may be invited to attend meetings at the request of any Board member with the approval of the President or upon the vote of a majority of Board members present when a quorum is present. Section 3.5 Action Taken By Electronic Vote. The Board may at a regular or special meeting direct that a vote of the Board on a single item be taken by electronic means. To the extent that an electronic vote is authorized, the vote shall only be valid if at least 5 Board members participate in the vote. Action taken by electronic vote, assuming sufficient participation, will be passed if a majority of those participating vote affirmatively. No changes to the NFBA’s By-Laws may be undertaken by electronic vote, nor may a vote on the Nomination of Board members be taken by electronic vote. Section 3.6 Quorum. Quorum shall be set at four (4) voting members being present at a meeting. A Board Member who abstains from a vote or action shall be considered present for purposes of a quorum and said abstention shall not count as a vote. If during a meeting a quorum is lost, no action may be taken by the Board. Section 3.7 Vacancies and Resignation. Where Board members or officers, through death, resignation or expulsion, cannot complete their term, the President shall have the power to fill the vacancy at any regular meeting. The term of said “replacement” officer or Board member shall be for the balance of the term of the officer or Board member who is being replaced. Except that a vacancy in the position of President shall be filled by the Vice President for the remaining portion of the NFBA’s fiscal year. 3.7.1 Board Attendance. If any elected or appointed member of the Board shall fail to attend three (3) consecutive Board meetings without good cause (other than special meetings called by the President), that individual may cease to be a member of the Board unless the Board votes to waive the requirement on a case by case basis. 3.7.2 Removal and Suspension. Any Board member, who in the discretion of the President, has failed to meet any of his or her obligations to the Board and/or the NFBA, shall have their retention of their Board position put to a vote at a Board meeting, and shall only retain their position if two-thirds (2/3) of the voting members present decline to have them removed from their position. Additionally, any Board member who is convicted of fraud or felony or who otherwise engages in conduct which the Board determines will negatively affect the Board member's ability to represent the NFBA shall be removed from office. Section 3.8 Voting. Every member of the Board in good standing shall have the right and be entitled to one vote, in person, upon every proposal properly submitted to vote at any meeting of the Board. Except as otherwise provided in the articles of incorporation or bylaws, all actions shall be decided by a majority vote of those persons voting at a duly called meeting at which a quorum is present. Any Board Member abstaining from a vote shall place the reason for such abstention on the record. Any abstentions shall not be counted as a vote, nor for quorum on the issue being presented. There is no voting by proxy at a meeting or special meeting of the Board, and Board members are not empowered to send substitutes to meetings to vote on their behalf. Section 3.9 Attendance. Board Members are expected to attend regular and special meetings of the Board, to pay attention to the issues presented at Board meetings, to attend (when possible) functions of the Board and/or the NFBA, to provide support for the policies and procedures adopted by the Board and the President, and to support the initiatives of the Board, the President and the Executive Director. Board members are expected to see that their respective member entity remains in good standing with the NFBA. Section 3.10 Compensation. The members of the Board shall serve without compensation. Section 3.11 No Loans to Members or Officers. The NFBA will loan no money to any of the Board. Section 3.12 The NFBA shall carry Director and Officer Liability Insurance to cover Board members and NFBA officers in an aggregate amount of not less than $1.0 million. ARTICLE IV Executive Board Section 4.1 Composition. The Executive Board shall consist of the following members: 4.1.1 The President; 4.1.2 The Vice President; 4.1.3 The Secretary; 4.1.4 The Treasurer; 4.1.5 The Executive Director of the NFBA shall be a non- voting member of the Executive Board and shall not be considered for quorum purposes. Section 4.2 Authority. The full Board shall consider matters relating to the business and affairs of the NFBA and the general policies to be followed by the NFBA. The Executive Board's authority shall be solely advisory unless the full Board has delegated decision making authority to the Executive Board as referenced in Article III. Section 4.3 Meetings. 4.3.1 Special Meeting. At the President’s discretion, a special meeting of the Executive Board may be called on less than one (1) day notice when urgent and timely issues require a decision and/or statement by the NFBA and when a special meeting of the Board of Directors cannot be held due to lack of quorum. Section 4.4 Telephonic Meetings. A Meeting of the Executive Board may be held by telephone but only if at least two (2) Executive Board members participate. A Telephonic Meeting may only be used to hold a Special Meeting of the Executive Board and not to conduct regular business of the Executive Board. Section 4.5 Quorum. The minimum for quorum at an emergency meeting shall be three (3) members of the Executive Board then serving. If during a meeting a quorum is lost, no action may be taken by the Executive Board. An Executive Board Member who abstains from a vote shall not be considered present for purposes of a quorum and the abstention shall not be recorded as a vote. An Executive Board Member shall disclose the reason for abstaining to the Executive Board prior to the vote. Section 4.6 Vacancies. If an Executive Officer, because of death, resignation, removal/expulsion or otherwise, cannot complete her or his term, the President, with the consent of the Board shall have the power to fill the vacancy at any regular meeting. The term of said “replacement” Executive Officer shall be for the balance of the term of the officer who is being replaced. Section 4.7 Compensation. All members of the Board shall serve without compensation. ARTICLE V Officers and Executive Director Section 5.1 Officer Positions. The following are the officers of the Board of the Normandy Fountain Business Association and the Executive Committee. The Officers shall perform the duties noted. 5.1.1 President. The President shall lead the NFBA and shall preside at all meetings of the membership, the Board and the Executive Board. The President shall select, create and establish with the counsel and advice of the Executive Board, all committees and subsequent Presidents of committees. The President shall serve as President of the Executive Board. With the approval of the Board the President shall sign all deeds, contracts and other instruments affecting the operations of the NFBA or any of its properties but may delegate that duty to the Executive Director with the advice and counsel of the Board. The President or a Designee of the President shall sign all formal documents of the NFBA. The President shall be the official spokesperson of the NFBA, but may delegate that duty to the Vice President, other Officers or the Executive Director. The President shall ensure that all policies and resolutions of the Board and the Executive Board or other committees of the NFBA are carried into effect. 5.1.2 Vice President. The Vice President shall act as deputy to the President, taking on assigned responsibility for particular projects or aspects of the management of the NFBA. The Vice President shall preside at all Board or Executive Board meetings at which the President is unavailable. Should in any given year, the President become unable to perform his or her duties due to illness or incapacity, or resignation, and the position of President shall be filled by the Vice President for the remaining portion of the NFBA’s fiscal year, until such time as a new President shall be nominated and selected. 5.1.3 Secretary. The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained. 5.1.4 Treasurer. The Treasurer shall serve as the financial officer of the Board and present a monthly financial report to the Board, and shall be responsible for presenting a budget to the Board at the beginning of each fiscal year of the NFBA, as well as an annual report at the close of the fiscal year of the NFBA. The Treasurer is expected to work with the NFBA’s Executive Director to maintain the financial health of the NFBA Section 5.2 Term of Office and Election. 5.2.1 The President and Secretary shall serve a term of two (2) years however any time spent serving a portion of a term created by a vacancy caused by the incapacity or resignation of the prior President shall not be counted as part of the one year term so long as the previous President has served at least fifty.one percent (50.1%) of their term. The President shall be elected by majority vote at the October General Meeting of the Association. The first two year term shall begin October 2019 and every two years thereafter for an election each odd year. 5.2.2 The Vice President and Treasurer shall serve a term of two (2) years and may serve consecutive terms. The Vice President, Secretary and Treasurer shall be elected by majority vote at the Ocotber General Meeting of the Association. The Vice-President and Treasurer shall have a one-year term beginning October 2019 and then a two year term beginning 2020 and then every two years thereafter to stagger the terms for an election each even year. Section 5.3 Resignation. An officer may resign his or her office by submitting a written resignation to the Executive Director. Section 5.4 Election. At the December Board meeting, following presentation of floor nominations, the Board shall elect by a majority of the voting members of the Board, the Officers whose term has expired for the upcoming fiscal year. Section 5.5 Removal. The President may only be removed from office by a majority vote of the Board at a special meeting appropriately noticed for that purpose provided that a quorum is present. Section 5.6 Vacancies. If a vacancy in any office occurs, a replacement may be appointed by the President. Section 5.7 Compensation. No officer shall receive compensation by reason of serving as an Officer. Section 5.8 Loans. The NFBA will loan no money to any Officer. Section 5.9 Executive Director 5.9.1 The Board may hire an Executive Director to oversee and conduct the day to day activities of the corporation. The Executive Director will be evaluated annually by the Board. 5.9.2 Duties. The Executive Director shall be the chief administrative and executive officer of the NFBA and shall be charged with the general supervision and management of the organization. The Executive Director shall act as agent for service of process, and shall conduct correspondence, preserve records, documents, and communications, keep books of account, maintain an accurate record of the proceedings and finances of the Association and the Board meetings. The Executive Director shall engage, discharge and have supervision over all employees either on staff or contracted including fixing their duties and compensation with the approval of the Board and in accordance with policies and practices approved by the Board. The Executive Director shall prepare and maintain a statement of all NFBA policies as determined by the Board and shall recommend a plan whereby such policies may be re-examined, re-affirmed or rescinded by the Board. The Executive Director shall direct, assist and coordinate the work of the NFBA’s committees, and shall be expected to attend functions of the Board, the NFBA and the NFBA’s committees. The Executive Director may be assigned additional tasks by the President of the Board or responsibilities by the full Board. ARTICLE VI Committees Section 6.1 Committees. There may be such committees as the Board may from time to time establish for the discharge of particular duties. Presidents of such committees will be appointed by the President. Upon completion of the committee’s charge or when voted upon by the Board, the committee shall be disbanded, unless the committee is made a standing committee pursuant to section 7.2 below. Section 6.2 Standing Committees. The NFBA may establish standing committees from time to time. A standing committee may only be created, by a majority vote of the Board. Presidents of standing committees shall be appointed annually by the President. Appointment of an individual during one fiscal year as President of a committee or council does not automatically entitle the individual to reappointment as President of a committee or council in subsequent years, and therefore selection of an individual does not represent a binding commitment on the part of the NFBA to reappointment. The President of each standing committee shall be a member in good standing. Standing committees may only be disbanded upon a vote of members of the Board. Section 6.3 Limitation of Authority. No committee shall take or make public any formal action, or make public any resolution, or in any way commit the NFBA on a question of policy without first receiving approval of the Executive Board. A committee may propose to the Executive Board the adoption of a policy or statement to be made upon behalf of the NFBA or its members. ARTICLE VII Bylaw Amendments Section 7.1 Authority to Amend. The By-Laws may be amended or altered by a two- thirds (2/3) vote of the Board, either taken electronically, or by written ballot, or by vote of the members present at any regular or special meeting of the Board called for that purpose, provided that notice has been mailed or electronically sent at least ten (10) days prior to the time fixed for the meeting. A meeting to propose amendments to the by-laws as set forth in Section 8.2 below may be held in person, or with individuals participating telephonically or by other electronic means. Section 7.2 Proposals. Proposals for changes to the By-Laws may be made by any member, Board member or staff member of the NFBA, provided that a proposed amendment must first be sent to the Executive Board for consideration and discussion. The Executive Board must forward to the Board at the next Board meeting a recommendation (either favorable or unfavorable) regarding the proposed amendment, so that a vote may be held pursuant to Section 8.1. By-Laws may be amended as set forth in this article, at either a regular meeting or special meeting of the Board, provided that notice has been provided at least ten (10) days prior to the time fixed for the scheduled meeting setting forth the substance of the proposed amendments. Section 7.3 Notice. Upon adoption of an amendment to the By-Laws, the NFBA shall inform the members of the amendment(s), either by written or electronic communications. The action of the Board in approving an amendment to the By-Laws may only be overturned by a vote of thirty (30) members at an annual meeting of the NFBA. ARTICLE VIII Lobbying and Representing NFBA Section 8.1 Authority. Only the President, may represent the NFBA before a public or private entity. Section 8.2 President Designee. The President may designate the Executive Director or a Member to represent the NFBA before a particular public or private entity. The Executive Director shall report the designation to the Board at its next meeting. Section 8.3 NFBA Position. Neither the President or the President's designee may represent to any public or private entity an NFBA position on any matter unless the Board has formally approved such position. Section 8.4 Lobbying. The requirements of Section 9.1, 9.2, and 9.3 shall specifically apply to lobbying. For this purpose, lobbying means as defined by the Federal, State County or Municipality where NFBA representative will be appearing that requires the person appearing to register. In all events a person (including the President or President designee) representing the NFBA shall report the registration to the Executive Director. The Executive Director shall maintain a record and reports and inform the Board at its next meeting after the lobbying appearance. ARTICLE IX Conflicts of Interest Whenever a member, director or officer has a financial or personal interest in any matter coming before the board of directors, the board shall ensure that: The interest of such member, officer or director is fully disclosed to the board of directors. No interested member, officer or director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting of the board of directors at which such matter is voted upon. Any transaction in which a member, director or officer has a financial or personal interest shall be duly approved by members of the board of directors not so interested or connected as being in the best interests of the organization. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval. ARTICLE X Maintenance and Inspection of Records The Board shall maintain copies of its governing statement, these By-Laws, the records of its members and Board minutes. Such records shall contain the names of all Board Members and their record addresses. Such copies and records may be maintained at the principal office of the NFBA and shall be open at all reasonable times to the inspection of any Board member for a proper purpose. The Board may from time to time make reasonable regulations as to the time, place, and purpose of inspection by the members of the Board of such copies and records and the books, accounts, documents and other records of the NFBA and other programs under the supervision of the NFBA. All records of the Board shall be open to inspection by any member of the Board at all times during the usual hours of business of the NFBA upon reasonable notice to the Executive Director. Any person who desires to see this information shall make a formal written request to the President, who shall determine whether the information will be made available. If the request for information is denied by the President, that person may take the request for information to the Board at its next scheduled meeting and should the Board vote to provide access than such access shall be granted. Any discussion to override the President’s decision to deny access to records shall take place at a closed session of the Board. ARTICLE XI Confidentiality of Board Meetings All Board members must recognize and acknowledge that they may be given, and by virtue of their position on the Board will be given, access to and possession of certain valuable and confidential information, both verbal and written, concerning the business and operations of the NFBA, government of Miami Beach, members of the NFBA and potential projects located on Miami Beach. All Confidential Information shall be and remain the property of the NFBA. No member shall at any time either during, or subsequent to, their term of service, use, reveal, report, publish, transfer or otherwise disclose to any person, corporation or other entity, any of the Confidential Information without the prior written consent of the Board, except as required by applicable law or to responsible officers and members of the Board and other responsible persons who have a fiduciary relationship or confidential agreement with the NFBA and who have a need for such information for purposes in the best interests of the NFBA. Upon the termination of a member in service for any reason, that member shall return all Confidential Information in his/her possession that is in documentary or tangible form, to the Executive Director or other duly designated person. ARTICLE XII Indemnification The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding. The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person. This Article constitutes a contract between the corporation and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal. ARTICLE XIII Rules of Order Roberts Rules of Order, 11th Edition, shall be the parliamentary authority for all matters of procedure not specifically covered by these Bylaws. All questions of procedure and interpretation of these Bylaws or Roberts Rules of Order, 11th Edition, shall be resolved by the Executive Board. ARTICLEXIV Fiscal Year The fiscal year of the NFBA shall end September 30th of each calendar year unless otherwise determined by resolution of the Association Board of Directors. On or before the first day of each Fiscal Year, an “annual budget” shall be adopted by a simple majority of the Board of Directors. The Annual Budget shall detail funding required for the activities of the Association. ARTICLE XV Dissolution of Association The board of directors, by 2/3 vote, must approve a resolution authorizing a vote for the dissolution of the Ocean Drive Association by the members in good standing. Members in good standing will vote at a special meeting to provide authorization of the dissolution. The Association must then comply with the Florida Not for Profit Corporation Act in accordance with section 617.0701 and file IRS Form 990, Schedule N (Liquidation, Termination, Dissolution, or Significant Disposition of Assets).