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We invite you to join us in working to preserve the historical structures, and protect the heritage of Lee County.
Lee Trust maintains a very affordable membership dues structure starting at just $20 per year. Annual memberships are due January 1 of every year.
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A NON-PROFIT CORPORATION
BYLAWS OF LEE TRUST FOR HISTORIC PRESERVATION, INC.
Written 5/5/2012 | Approved 5/14/2012 *Article Three, F, 4 approved 3/11/2013
hese Bylaws constitute the code of rules adopted by LEE TRUST FOR HISTORIC PRESERVATION, INC. (hereinafter “LEE TRUST”) for the regulation and management of its affairs. The primary purpose of this Corporation is to promote historic preservation in Lee County, Florida, and its municipalities through acquisition, education, and advocacy.
The Governing Board of LEE TRUST (hereinafter “BOARD”) shall be responsible for preparing a Strategic Plan and Annual Action Plan to promote the purpose of LEE TRUST.
A. PRINCIPAL AND BRANCH OFFICES
The principal place of business of LEE TRUST will be located at 1504 Coconut Drive, Fort Myers, FL 33901.
B. LOCATION OF REGISTERED OFFICE
The location of the initial registered office of LEE TRUST is 1504 Coconut Drive, Fort Myers, Florida 33901. Such office will be continuously maintained in the State of Florida for the life of this corporation. The Board of Trustees may from time to time change the address of its registered office by adopted resolution and filing the appropriate statement with the Secretary of State.
LEE TRUST shall have one class of membership.
A. QUALIFICATION OF MEMBERS
The qualification for membership shall be persons interested in the promotion of historic preservation in Lee County, Florida, and its municipalities.
B. DUES
The annual dues payable to LEE TRUST by members will be in such amounts as may be determined from time to time by resolution of the BOARD.
C. MEETINGS
1. Meetings of members will be held at the place as determined by the BOARD.
2. There shall be an Annual Members’ Meeting held at a time and place determined by the BOARD during the first quarter of the calendar year. Written notice stating the place, day and hour of the meeting must be delivered not less than five nor more than fourteen days before the date of the meeting, either personally, by email or mail to each member entitled to vote at such meeting.
D. VOTING RIGHTS OF MEMBERS
Each member will be permitted one vote on each matter submitted to a vote of the members. Members must be present to vote.
E. QUORUM
A quorum shall exist when eight percent of the current voting eligible membership is present at a duly noticed meeting of members. It shall take a majority vote of the voting membership present to pass any action under consideration by the voting membership.
F. TERMINATION OF MEMBERSHIP
Membership in LEE TRUST will terminate on any of the following events:
- receipt by the BOARD of a written resignation,
- the death of the member,
- the failure of the member to pay dues.
The Governing Board, or BOARD, is that group of persons vested with the management of the business of LEE TRUST subject to the Articles of Incorporation and these bylaws. The BOARD shall consist of the Officers and Directors, and shall consist of no less than five and no more than eleven persons.
A. OFFICERS
The Officers of LEE TRUST will consist of the following: President, Vice President, Secretary and Treasurer.
1. PRESIDENT. The President will be the chief executive officer and will supervise and control the affairs of LEE TRUST.
2. VICE PRESIDENT. The Vice President shall perform all duties and exercise all powers of the President when the President is absent or otherwise unable to act. The Vice President will perform such other duties as may be prescribed from time to time by the BOARD.
3. SECRETARY. The Secretary shall:
- keep minutes of all meetings of members and the BOARD,
- be custodian of the corporate records,
- give all notices as required by the bylaws.
4. TREASURER. The Treasurer shall:
- have charge and custody of all corporate funds,
- deposit the funds as required by the BOARD,
- keep and maintain adequate and correct accounts of LEE TRUST,
- render reports and accountings to the BOARD.
B. DIRECTORS
The Directors shall consist of an odd number of at least one and no more than seven Directors.
C. QUALIFICATIONS
Members of the BOARD shall be members of LEE TRUST. Members of the BOARD are expected to attend all meetings and to notify the Secretary in advance if unable to attend a meeting. Three consecutive absences or four absences within any twelve-month period shall automatically remove the member from the BOARD. The remaining BOARD shall fill the vacancy as provided herein and may consider reappointing the former member.
D. ELECTION AND TERMS
Members of the BOARD shall be elected by the BOARD at a meeting of the BOARD held prior to the Annual Meeting in February. Members of the BOARD shall serve for a term of one year and may be reelected without limitation.
E. RESIGNATION, REMOVAL, VACANCY
1. Resignations will become effective immediately upon receipt by the President of a written notification.
2. A member of the BOARD may be removed from office upon majority vote of the remaining BOARD.
3. Vacancies will be filled by a majority vote of the remaining BOARD.
F. MEETINGS
1. Regular meetings of the BOARD will be held monthly at a time and place designated by the BOARD. The BOARD may vote to cancel a meeting. The Secretary shall provide written notice by email on record to each member of the BOARD not less than five nor more than fourteen days before the date of the meeting.
2. A Special Meeting of the BOARD may be called by the President or at least three (3) members of the BOARD. The Secretary shall provide written notice by email on record to each member of the BOARD not less than five nor more than fourteen days before the date of the meeting. If this meeting is scheduled as an Emergency Meeting, the notice may be reduced to 48 hours prior to the meeting.
3. A majority of the BOARD shall constitute a quorum.
4. The OFFICERS shall meet prior to the BOARD meeting to set the agenda.
G. ANNUAL ACTION PLAN
The BOARD shall be responsible for creating and carrying out an Annual Action Plan to promote the purpose of LEE TRUST.
A. NOMINATING COMMITTEE
A Nominating Committee shall prepare a slate of nominations for OFFICERS and DIRECTORS for the coming year. The Nominating Committee shall consist of the Officers and one Director selected by the Officers.
B. SPECIAL COMMITTEES
The OFFICERS may from time to time create a Committee for a specific purpose or activity. The Committee’s purpose, composition, responsibilities and functions will be determined at the time the Committee is created.
From time to time, it shall be important to recognize the unique contribution of certain individuals to the cause and purpose of LEE TRUST. For example, this contribution might involve an individual’s extraordinary role in the furtherance of a particular preservation effort, or it might reflect a sustaining support of LEE TRUST activities. In recognition of these vital individuals, LEE TRUST establishes a roll of Honorary Trustees who shall enjoy a lifetime membership in LEE TRUST. The BOARD may consider nominations for designation as Honorary Trustee. A two-thirds vote of the BOARD shall be required for the designation of an Honorary Trustee.
A. FISCAL YEAR
The fiscal year of LEE TRUST shall end December 31st.
B. EXECUTION OF DOCUMENTS
Checks, drafts, promissory notes, orders for the payment of money and other evidence of indebtedness shall be signed by the Treasurer or the President. All expenditures or encumbrances shall be authorized by the BOARD.
C. BOOKS AND RECORDS
LEE TRUST shall keep correct and complete books and records of account, and minutes of the proceedings and meetings. LEE TRUST will keep at its principal place of business a membership register giving the names and addresses of the membership and the original bylaws including amendments to date certified by the Secretary.
D. INSPECTION OF BOOKS AND RECORDS
All books and records of LEE TRUST may be inspected by any member or his agent or attorney, for any proper purpose at any reasonable time on written request stating the purpose.
E. AMENDMENT OF ARTICLES OF INCORPORATION
Amendments to the Articles of Incorporation shall be by resolution adopted by the BOARD.
F. MODIFICATION OF BYLAWS
The BOARD shall amend, alter or repeal these Bylaws by resolution of the BOARD.