BY-LAWS
OF
NPMA FOUNDATION, INC.
(A
Florida not-for-profit Corporation)
In accordance with the Laws and Statutes, Stating Articles of Incorporation for the State of
Florida, the National Property Management Association Foundation, Inc. has been established. It shall serve under the governance of the National Property Management Association Inc. without prejudice
and shall dissolve upon the dissolution of the governing organization. These By-Laws shall provide the rules for the management and governing of all activities, actions or distribution of funds; except for those that require special action of the NPMA National
Board of Delegates or the Board of Trustees, as defined in these By-Laws.
ARTICLE I
Office - Seal
Section 1. The principal office of the National Property Management Foundation, Inc. hereafter called the Corporation, shall be located in the
County of Pinellas, in the State of
Florida. The Corporation may have such additional offices as the Board of Trustees may determine.
Section 2. The corporate seal shall have the Name of the Corporation, or the word
'SEAL' and the year of incorporation inscribed thereon, and may be a facsimile, engraved, printed or impression seal. The seal design may be changed, with the approval of
the Board of Trustees. An impression of such seal may appear on the margin of these By-laws.
ARTICLE II
Purposes
Section 1. The Corporation has been organized for the purposes stated in the Articles of Incorporation and shall have all the powers provided in these By-Laws, the Articles of Incorporation, and the laws of the State
of Florida, including, but not limited to, the following:
(a)
To establish grants or funds to enable individuals, eligible by membership, to further their career in the Professional field of asset and property management;
(b)
To further the improvement and development in asset or property management by means of lectures, seminars, and/or National Property Management Association, Inc. courses relating to their present career;
(c)
To sponsor meetings and conferences of those interested in the asset and property management field;
(d)
To solicit and receive gifts from individuals and organizations and to expend the income thereof in carrying out the purposes of the Foundation;
(1)
The Corporation may accept Special Donations in the form of Securities (stocks and bonds), annuities or trusts as long as the capitol gains are administered and distributed annually in accordance with Florida
Laws.
(2)
The Corporation may accept personal property and real property only on condition of dissolution and/or dissociation with condition of distribution for the purposes of the Foundation.
(e)
To administer, enforce, carry out and perform all of the acts, functions, rights and duties contemplated by the Articles of Incorporation and these By-Laws; and
(f)
To take all actions necessary or appropriate to achieve these purposes.
Section 2. This Organization is a Not-For Profit Corporation and is not formed for pecuniary profit or financial gain, and no part of the Corporation's income or assets shall inure to the financial or pecuniary benefit
of any private individual or be distributed to any Trustee or Officer.
ARTICLE
III
Membership
Pursuant to Section 617.0601, of the Florida Not-For-Profit Corporation Act (1992), the Corporation shall have no members.
ARTICLE IV
Distribution of Assets Upon Dissolution
Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or any corresponding section of any future federal
tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. The Corporation shall be operated exclusively for educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal
Revenue Code. No part of the net earnings of the Corporation shall inure in whole or in part to the (financial) benefit of any individual or person or Trustee; and the Corporation shall not participate in, or intervene in, any political campaign on behalf
of, or in opposition to, any candidate for public office.
ARTICLE V
Board of Trustees
Section 1. The management of all of the affairs, business and property of the Corporation shall be vested in its Board of Trustees which herein may be referred to as the Board, shall exercise all such powers of the Corporation
and do all such lawful acts unless such acts would constitute a prohibited transaction or an act of self-dealing, as those terms are defined under the Internal Revenue Code of 1986, as amended, or under corresponding provisions of subsequent federal income
tax laws or as otherwise may be prohibited by law, the Articles of Incorporation or these By-Laws. The number of Trustees of the Corporation initially shall be thirteen (13); provided, however, said number may be increased or decreased by a majority vote of
the Board of Trustees at any annual, regular or special meeting, but shall never be less than nine (9). The Board of Trustees shall at all times be comprised of those persons who sit on the Executive Board of the NATIONAL PROPERTY MANAGEMENT ASSOCIATION, INC.,
as that term is defined by the By-Laws of such Corporation each trustee shall hold office until his or her successor has been elected and has qualified, or until his or her death, resignation or removal from office.
Section 2. The annual meeting of the Board of Trustees may be held each year in conjunction with the National Board of Delegates Meeting of the NATIONAL PROPERTY MANAGEMENT ASSOCIATION, INC.
No prior notice of the annual meeting of the Board of Trustees need be given if a majority of the Trustees are present at such place and time. The place and time of such meeting may be varied by written consent of all the Trustees.
Section 3. Regular meetings of the Board of Trustees may be held at such places and at such times as the Board shall determine by written resolution. If any day fixed for a regular meeting shall be a legal holiday at the
place where the meeting is to be held, then said meeting shall be held at the same hour on the next succeeding business day which is not a legal holiday. No notice of regular meetings of the Board of Trustees need be given.
Section 4. Special meetings of the Board of Trustees shall be held whenever called by the President or by a majority of the Board of Trustees. Written notice of each special meeting of the Board shall be given to each Trustee
at least thirty (30) days before the date on which the special meeting is to be held. Every such notice shall state the time and place of the meeting, and the purposes therefore. The person or persons authorized to call special meetings of the Board of Trustees
shall fix the place for holding any special meetings of the Board of Trustees called by him/her or them. The only business that may be transacted at any special meeting shall be that specified in the notice.
Section 5. Emergency meetings of the Board of Trustees may be called by the President, upon written certification by the President of the existence of a bona fide emergency, stating the time and place of the meeting and
the purposes therefore. The presence at such meeting so called by the President of a quorum (not less than 9 Board Members) shall constitute a waiver of any notice otherwise required.
Section 6. Notice of a meeting of the Board of Trustee's need not be given to any trustee who signs a waiver of notice, either before or after the meeting.
Attendance of a trustee at a meeting shall constitute a waiver of notice of such meeting, and a waiver of any and all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a trustee
states, at the beginning of a meeting, any objection he or she may have to the transaction of business because the meeting is not lawfully called or convened.
Section 7. A total number present of no less than 9 Board members shall be required at Board meetings to constitute a quorum for the transaction of business. The vote of a majority of the Trustees present at any Board meeting
at which a quorum is present shall be required to pass any resolution or to constitute a valid act of the Board. In the absence of a quorum, the Trustees present may adjourn any meeting until a quorum is had, but no further notice of an adjourned meeting need
be given.
Section 8. Any Trustee may resign at any time by giving written notice to the National Executive Director. The resignation of any Trustee shall take effect at the time specified in such notice, and unless otherwise specified
therein, the acceptance of such resignation shall
not be necessary to make it effective.
Section 9. Any Trustee may be removed at any time, only with cause, by a 2/3 majority of the Trustees present if a quorum exists, in person, at any special meeting of the Trustees called for that purpose.
Section 10. Any vacancy occurring in the Board of Trustees, including any vacancy created by reason of an increase in the number of Trustees, may be filled by the affirmative vote of a majority of the remaining Trustees,
at any annual, regular, or special meeting of the Board called for that purpose, providing a quorum exists. A Trustee elected to fill a vacancy shall hold office only for the un-expired term of such Trustee's predecessor in office.
Section 11.
A Trustee of the Corporation who is present at a meeting of the Board of Trustees at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such Trustee votes against such action
or abstains from voting in respect of such matter because of an asserted conflict of interest.
Section 12.
Any action required or permitted to be taken by any provisions of law, the Articles of Incorporation or these By-Laws at any meeting of the Board of Trustees or of any committee thereof may be taken without a meeting if, prior
to such action, a written consent thereto is signed by all members of the Board or of such committee, and filed in the minutes of the proceedings of the Board or such committee..
Section 13 Trustees or the members of any committee thereof shall be deemed present at a meeting of the Board of Trustees or of any such committee, , if
the meeting is conducted using a conference telephone or similar electronic communication equipment .
Section 14. Trustees or the members of any committee thereof shall be deemed present at a meeting of the Board of Trustees, an emergency, specially called meeting or unforeseen business requirement; of the Board of trustees
or any such committee; if the meeting is conducted using a conference telephone, electronic communication system or similar communications equipment. A quorum shall be constituted when the President has established that all Trustees have been contacted, or
an effort to do so, and a 2/3 majority is attained of the Trustees participating, responded and had an opportunity to comment and be heard, in the media that was used. A vote cast and the changes made, in the manner stated shall be read aloud at the next assembly
of the Board of Trustees and entered into the official minutes of proceedings.
ARTICLE VI
Officers of the Corporation
Section 1. The officers of the Corporation shall be a President, a Secretary, a Treasurer, and one or more other Vice Presidents, as may be deemed appropriate by the Board. All officers shall hold their corresponding office,
as held on the Executive Board of the NPMA and shall hold their respective offices only at the pleasure of the Trustees. Any officer may be removed at any time by the vote of 2/3 of the Trustees at a special meeting called for that purpose. The Board of Trustees
may appoint such other officers and agents, with such powers and duties, as it shall deem necessary.
Section 2. The President shall be the chief executive officer of the Corporation. He/she shall have active and general management of the business of the Corporation, and shall see that all orders and resolutions of the
Board are carried into effect. He/she shall, ex-officio, be a member of all standing committees, and subject to the foregoing and the direction, approval, and control of the Board of Trustees shall have the general power and duties of supervision and management
usually vested in the office of the president of a corporation and such additional powers and duties specifically conferred by law, the Articles of Incorporation and these Bylaws, or as may be assigned to him/her
by the Board of Trustees. The President also shall appoint and discharge all subordinate agents and employees and fix their salaries, subject to review and approval of the Board of Trustees and shall designate the duties they are
to perform.
Section 3. The National Executive Director shall be responsible for preparing the annual report, with the assistance of the President, and audit of the Corporation, and shall be primarily
responsible for the financial management of the Corporation.
Section 4. The Secretary shall record the minutes of the meetings of the Board of Trustees, and maintain the files thereof; he/she shall give and
serve all notices of the Corporation and its Board. He/she shall be custodian of the seal of the Corporation and shall affix the seal to deeds, contracts and other instruments in writing requiring a seal, and he/she shall attest to the same. He/she shall have
charge of the books, papers, etc., as the Board may direct, and shall perform all duties incidental to this office.
Section 5. The National Executive Director shall have the care and custody of all of the funds
and securities of the Corporation in such banks or depositories as the Board of Trustees may select. The Treasurer shall have the responsibility of accounting for all financial transactions to the Board of Trustees. The National
Executive Director may sign checks equal to or less than $1,000.00 and the Treasurer must co-sign those over
$1,000.00.
Section 6. The Board of Trustees, by resolution, may require any or all of the officers of the Corporation to give bond in favor of the Corporation, with sufficient surety and in such amounts as the Board may determine,
conditioned on the faithful performance of the duties of their respective offices.
Section 7. In the absence or disability of any officer of the Corporation, or for any other reason deemed sufficient by the Board of Trustees, the Board may delegate the powers or duties of such officer to any other officer
or to any other Trustee for the time being.
ARTICLE VII
Eligibility for Grants
All applicants for grants must be members of National Property Management Association, Inc., for a minimum period of twenty-four (24) consecutive months prior to the submission of the application. Application shall be based
upon the date of the receipt, of the applicant's dues by the national office of the National Property Management Association, inc. The Administrator shall validate all applicants’ eligibility with the National Office, prior to notice of award or appointment.
ARTICLE VIII
Fiscal Year
The Board of Trustees shall fix the fiscal year of the Corporation, and in absence of a resolution therefor shall be a calendar year.
ARTICLE: IX
Notices
Section 1. Whenever the provisions of a statute, or the Articles of Incorporation or any of these By-Laws require or permit notice to be given to any Trustee or officer, it shall not be construed to require personal notice,
but any such notice may be given in writing by depositing the same in a post office or letter box in a prepaid sealed wrapper, or by delivering the same to a telegraph company for transmission by wire, the cost
thereof being prepaid, in either case addressed to such Trustee or officer at his/her address as the same appears on the books of the Foundation , and the time when the same shall be so
mailed or delivered to the telegraph company shall be deemed to be the time of the giving of such notice.
Section 2. Any Trustee may waive in writing any notice required or permitted to be given under any statute, the Articles of Incorporation or these By - Laws, before, during or after the meeting or other event for which
notice is to be provided. All Trustees personally present at any meeting shall be deemed to have waived all notices with respect to said meeting.
ARTICLE X
Interested Parties
Section 1. No contract or other transaction between the Foundation and any one or more of its Trustees or any other corporation, firm, association or entity in which one or more of its Trustees are Trustees or officers
or are financially interested, shall be either void or avoidable because of such relationship or interest, because such Trustee or Trustees were present at the meeting of the Board of Trustees or of a committee thereof which authorizes, approves or ratifies
such contract or transaction or because such Trustee or Trustees votes are counted for such purpose
if :
(a)
The fact of such relationship or interest is disclosed or known to the Board of Trustees or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting
the votes or consents of such interested Trustees;
(b)
The fact of such relationship or interest is disclosed or known to the Trustees entitled to vote on the matter, and they authorize, approve or ratify such contract or transaction by vote or written consent; or
(c)
The contract or transaction is fair and reasonable, to the Foundation, at the time it is authorized by the Board of Trustees or a committee thereof.
Section 2. Common or interested Trustees may be counted in determining the presence of a quorum at a meeting of the Board of Trustees or a committee thereof which authorizes, approves or ratifies a contract or transaction
referred to in Section 1 of this Article XI.
ARTICLE XI
Amendment of By-Laws
The Board of Trustees, by a vote of two-thirds of those present at any meeting at which a quorum is present, may amend or repeal some or all of these By-Laws, and new By-Laws may be adopted, provided at least thirty (30)
days' written notice of the meeting has been provided to each member of the Board of Trustees, together with a copy of any proposed amendments to be considered. Any amendment or substitute By-Laws may be further amended or repealed by the Board of Trustees
and new By-Laws may be adopted in the same manner.
ARTICLE XII
Indemnification
Section 1. Neither the Board, the Trustees, nor the officers of the Foundation (hereinafter referred to individually as the "Indemnity," and collectively as the "Indemnities," shall be personally liable to each other for
any mistake in judgment or for any other acts or omissions of any nature whatsoever of such Board, its Trustees, or officers, and the foundation shall indemnify, and hold harmless the Indemnities, to the fullest extent permitted by applicable law, against
the foregoing, and against any obligation to pay any judgment, penalty, or fine arising out of any action, suit, or other type of proceeding, whether civil, criminal, administrative, or investigative or other, including any appeal thereof (hereinafter referred
to as a "claim") to which Indemnity is a party by reason of the fact that he/she or he/she is or was, or has agreed to become a Trustee, officer, employee, or agent of the Foundation , or is now serving at the request of the Foundation as a Trustee, officer,
employee, or agent of the Foundation. The indemnification provided for in this Article XIII shall be made no later than thirty (30) days after written demand is presented to the Foundation; provided, however, that no indemnification under this Article shall
be made when a judgment or other final adjudication has established that Indemnities (individually or collectively) actions or omissions to act are material to the cause of action so adjudicated and constitute:
(a)
A violation of criminal law, unless Indemnities (individually or collectively) had reasonable cause to believe the conduct was lawful or had no reasonable cause to believe the conduct was unlawful;
(b)
A transaction from which Indemnities (individually or collectively) derived an improper personal benefit;
(c)
Indemnities (individually or collectively) acted with a conscious disregard for the best interests of the Corporation or with willful misconduct.
Section 2. In all events, and notwithstanding the conditions and qualifications set forth above, the foundation shall indemnify the Indemnity against all expenses in connection with that claim (including attorney's fees,
costs, and charges) actually and reasonably incurred, if the Indemnity has been successful in the merits or otherwise in defense of any claim or in defense of any issue or matter therein.
ARTICLE VIII
Administrator and Assistant Administrator
Section 1. An administrator shall be appointed by the President and ratified by a majority vote of the Board of Trustees. The administrator shall have the following duties:
(a)
Implement the purposes of the Corporation;
(b)
Prepare and submit an annual budget to the Board of Trustees for approval;
(d)
Attend regular meetings of the Board of Trustees, as requested by the President, unless the board excuses his or her absence.
Section 2. An assistant administrator may be appointed by the President and ratified by a majority vote of the Board of Trustees. The Assistant Administrator will have the following duties:
(a)
Assume responsibility for implementing the purposes of the Foundation in the absence of the Administrator.
(b)
Assist the Administrator,
ARTICLE XIV
Compensation
The Trustees, shall not receive any compensation for their services, but by action of the Board of Trustees may be reimbursed for their expenses while
on official business of the Corporation.
ARTICLE XV
Voting Rights
Each Trustee shall have one (1) vote. No voting by proxy shall be allowed. Voting at any regular or special meeting of the Board of Trustees shall be by voice vote unless the presiding officer shall direct a vote by ballot.
Votes of the Board may also be taken by mail, by facsimile transmission or by telephonic/electronic means.
ARTICLE XVI
Parliamentary Authority
The rules contained in
Robert's Rules of Orders,
newly revised, shall govern in all cases to which they are applicable and not inconsistent with these By-Laws.
Adopted by vote of the Board of Trustees/ The National Executive Board of NPMA on:
(And revised 7/95 & 6/97, 4/02, 01/05)
By,
Michael L. Hay, CPPM CF
President
(Corporate Seal)