COCONUT GROVE VILLAGE COUNCIL, INC. BY-LAWS
(Amended February 2021)
ARTICLE I. TITLE
This association shall be known by the name of The Cocoanut Grove Village Council, Inc., a/k/a The Coconut Grove Village Council, located In Coconut Grove, Florida whose mailing Address is PO Box 330466; Coconut Grove, FL 33133.
ARTICLE II. OBJECT
The Coconut Grove Village Council shall seek to promote and advance the interest of, and represent the people of Coconut Grove, Florida, before governmental and other entities having any impact on the people who live in the area defined herein as Coconut Grove, Florida.
The Coconut Grove Village Council seeks to promote, protect and preserve, the social, economic, physical environment, and historic character of Coconut Grove and the interests of its residents and, in doing so, follow Coconut Grove’s tradition of cultural tolerance, respect for the natural and canopied environment, promotion of the arts and its commitment to social responsibility.
ARTICLE III. COUNCIL MEMBERS
The Council shall be managed under the direction of its board of directors (the “Council”), which shall be composed of the members of the Council (“Council Member(s)”).
The Council will be comprised of a total of nine (9) Council Members. Coconut Grove is defined as that geographic area bounded by US-1 and Rickenbacker Causeway to the North, LeJeune Road to the West, the city limits of the City of Miami to the South and Biscayne Bay to East.
The following is for information purposes only to determine the geographic representation of the Cocoanut Grove Village Council:
North, Center Grove (Precincts 581, 582, 583 and 568)
West Grove (Precincts 584, 585, 598 and 634)
South, Center Grove (Precincts 532, 568 and 587)
The election of the Council Board Members will occur every four (4) years commencing with the November 2005 Mayoral election for the City of Miami. Each Council Member will be elected on a Coconut Grove- wide basis by the registered voters of Coconut Grove (the “Coconut Grove Voters”). In the event a Council Member resigns prior to the end of his or her four-year term, said Council Member’s seat will be filled pursuant to the process described in Section D. below. That seat will then be open for re-election on the date of the next available City of Miami election in which Coconut Grove Voters vote and the term of the Council Member elected to fill the seat will be subject to Article III, Section D, four years from the date of his or her election.
Each Council Member will be a registered voter and shall have resided within Coconut Grove (specifically within the boundaries as set for the within Article III), for a period of not less than twelve (12) months prior to his or her election or appointment as a Council Member.
NEWLY ELECTED COUNCIL MEMBERS
The newly elected Council Members shall be installed by the incumbent chairman or such other person(s) selected by the Council Board as having the authority to install the newly elected Council Member(s) at the first regularly scheduled Council meeting immediately following the election. Installations will take place after the pledge of allegiance followed the agenda as stipulated by the Council.
Any vacant seats on the Council will be filled, by the Council until the next available City of Miami election in which Coconut Grove residents vote. The Council shall publicize the vacancy and solicit applicants for the position in no fewer than three different print or online channels that are likely to cover the largest number of Coconut Grove residents. Candidates for vacancies shall meet the requirements of Article II, above. All qualified candidates for the position will be considered by the Council and appointed by a majority vote of the Council Members in a regularly scheduled meeting.
In the event that any Council Member misses three (3) consecutive regular meetings of the Council, the Chairman shall make written inquiry as to whether said Council Member intends to continue serving. In the event of a negative reply, or in the absence of a reply within thirty (30) days of receipt of the inquiry, said Council Member will be deemed to have resigned and the seat will be declared vacant.
REMOVAL OF COUNCIL MEMBER
Any Council Member may be removed from office with or without cause by the vote or agreement in writing by a majority of all votes of the Grove Residents. A majority is determined by 51% of the total number of votes cast for the Member(s) in the preceding election.
The notice of a meeting by the Residents of Coconut Grove to recall a Council Member(s) shall state the specific Member sought to be removed.
A proposed removal of a Member at a meeting will require a separate vote for each Member sought to be removed. Where removal is sought by written agreement, a separate agreement is required for each Member to be removed. If voted to be removed by two thirds majority vote of other Council Members then the vacancy shall be conducted as described in Article III, Section D.
Any Member who is removed from the Council shall not be eligible to stand for reelection until the next election cycle where The Coconut Grove Village Council appears on the official ballot.
ARTICLE IV. CONDUCT OF MEETINGS
TIME AND PLACE OF MEETINGS
The Council shall conduct regularly scheduled monthly meetings open to the public (the “Meeting(s)”). Meetings will be held at a regular time and place either in person or virtually. The Meeting will be at a private or public facility with full and fair access to the public. The Council may set and change the time, place and/or location of a meeting by a majority vote of the Council Members. All changes to the time, place, and/or location will be disclosed to the public through at least two (2) print or online methods.
A quorum will be defined as fifty-percent (50%), rounded to the next whole number of the then non-vacant seats on the Council at any given time.
Example: the current Council has nine (9) seats. Under the definition above, a quorum would be comprised of four (4.5) Council Members (9 x 0.5 = 4.5) rounded to the next whole number, five (5).
In the event quorum is reached with an even number of seats, any member can abstain from voting to prevent a tie. If no Member elects to abstain, the Chairman will hold his or her vote last and then abstain from voting on the issue(s).
MANNER OF ACTING
The act of a majority of the Council Members present at a Council Meeting at which a quorum is present shall be an act of the Council, unless the act of a greater number is required by the Council’s article of incorporation, these by-laws or applicable law.
ACTION BY COUNCIL BOARD WITHOUT A MEETING
Action required or permitted by law to be taken at a Council Meeting or Board Committee (Article VII, Board Committees) meeting may be taken without a meeting, if the action is taken by all Council Members or all members of the subject Board Committee. The action must be evidenced by one or more writings describing the action taken and signed by each Member or of the subject Board Committee. Action taken under this Section is effective when the last Member or subject Board Committee signs the consent.
To the extent possible and practical, all regular meetings of the Council Board will be conducted in accordance with a written agenda, which will be available to all those in attendance at the meeting. The agenda will be prepared in outline form, including the following items:
Approval of Minutes
Items may be taken out of order at the discretion of the Chairman, subject to the Council not objecting.
The agenda will be open for placement of the items at the close of the previous regular monthly meeting and will close at noon, five (5) days prior to the meeting (“Agenda Closing”). Any Council Member may place items on the agenda. The general public may place items on the agenda for presentation by written request to the Chairman or Secretary prior to the Agenda Closing. All efforts shall be made to hear the public-proposed item at the following meeting. However, it is at the discretion of the Council whether the item shall be on the following agenda. The agenda will be made available to Council Members no later than two (2) days prior to a meeting. Items submitted for the agenda after the closing thereof, shall be automatically carried over to the agenda of the following Meeting.
NOTICE OF REGULAR MEETINGS AND SPECIAL MEETINGS
Regularly scheduled meetings of the Council Board will be held at the regularly scheduled date, time, and place without special notice of date, time, place, or purpose of meeting.
The Council may call a meeting (“Special Meeting”) by a majority of the Council Members or Chairman. A Special Meeting must be preceded by at least two (2) days prior written notice (email is acceptable) to each Member of the date, time, place, and purpose of the Special Meeting. Discussions and action at a Special Meeting will be strictly limited to the matters outlined in the prior written notice..
Written notice will be deemed accomplished by: (i) publication in the City of Miami’s calendar and/or the calendar maintained at www.coconutgrovevc.org; and, (ii) the confirmed transmission of an email to each Member at the email address designated by such Member.
The Council may also meet to discuss Council affairs at meetings (“Planning Meetings”) that are not generally opened to the public, absent invitation by the Council. Planning Meetings may be called by a majority of the Council Members at any time upon at least two (2) days prior written notice (email is acceptable) to each Member of the date, time, place, and purpose of the meeting. Planning Meetings may be held by means of a telephone conference. The Council shall take no formal action at a Planning Meeting.
Planning Meetings may be conducted by electronic media or be held by a telephone or electronic conference system that allows all participating members to simultaneously hear and speak to each other during the meeting. Telephone or electronic conferences shall not be used unless available to all members. A member participating in this type of meeting is deemed to be present at the meeting.
ARTICLE V. OFFICERS
All Officers shall perform the duties outlined in these bylaws. Upon the expiration of the term of office or in case of resignation or removal, each officer shall turn over to the Chairman, without delay, all records, books, and other materials pertaining to the office, and shall turn over to the treasurer, without delay, all funds and other assets of this organization.
The Council shall have the following officers, who will serve for a term of one (1) year:
The Chairman shall preside at all meetings of the Council Board. The Chairman and/or such other persons designated by the Council shall represent the Council before all governmental and other entities and shall have the authority as set forth by these By-Laws. The Chairman shall:
Preside at all meetings of the Council
Coordinate the work of the officers, the board and the committees of this organization;
Perform such other duties as may be provided for by these bylaws or assigned to him/her by this organization or by the board of directors;
Sign all contracts of this organization that have been approved by the board; and
Be an ex officio member of all committees.
There will be a four-year term limit for any individual to serve as Chairman. If during the Chairman’s tenure he or she decides to run for political office, then the Chairman will step down as an Officer of the Council but may remain a Council Member.
The Vice Chairman shall preside at all meetings of the Council when the Chairman is unable to do so and shall have all other authority as set forth by these By-Laws.
The Secretary shall be responsible for the maintenance of all records of the Council and accurate minutes of the Council meetings and shall attest to all resolutions of the Council. The Secretary shall: (a) keep the minutes of the meetings of the Council Members in one or more books provided for that purpose: (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation, if any, and see that the seal of the corporation, if any, is affixed to all documents which are authorized to be executed on behalf of the corporation under its seal;] (d) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to him or her by the Council.
The Secretary shall maintain a file of important documents related to this organization including but not limited to:
articles of incorporation of this organization;
the current uniform local bylaws approved by and adopted by this organization,
the current standing rules of this organization, if standing rules have been adopted by the board;
minutes of past meetings of the general membership and board of directors;
a current roster of council members;
a current roster of all committee members and chairs;
legal documents, including but not limited to insurance policies and contracts;
current and past tax returns; and
current and past audit reports; at the end of his/her term, the secretary shall transfer this file of important documents to his/her successor as secretary.
The Treasure shall oversee all financial aspects of the Council, including but not limited to preparation and presentation to the Council of an annual budget, all bank accounts and all fund-raising efforts. The Treasurer shall prepare a year-end financial report including all income and expenditures and the sources of the income and objects of the expenditures. The Treasurer shall:
have charge and custody of and be responsible for all funds and securities of the Council;
receive and give receipts for moneys due and payable to the Council from any source whatsoever, and deposit all such moneys in the name of the Council in such banks, trust companies or other depositories as shall be selected by the Council; and,
in general perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him or her by the Council.
be responsible for all tax filings appropriate to 501-C4 corporations and compliance of necessary filings with all government agencies.
SERGEANT AT ARMS
The Sergeant at Arms shall be responsible for maintaining order at all meetings and will ensure that time limits set by the acting Chairperson are strictly adhered to. The Sergeant at Arms shall have the Parliamentarian at their disposition.
RESIGNATION OF COUNCIL OFFICERS
An officer may resign at any time by delivery of written notice (email is acceptable) to each Member of the Council. The Council may remove any officer at any time with or without cause by a majority vote at a regular meeting.
ARTICLE VI. PARLIAMENTARY AUTHORITY
The Council shall appoint a Parliamentarian and follow parliamentary procedure in the conduct of all business, as set forth in the Florida Not For Profit Corporation Act, the Articles of Incorporation, and these By-Laws. Absent the Council’s agreement otherwise, in all areas in which no other authority or procedure is specifically called for; the Council shall follow Robert’s Rules of Order, Newly Revised.
ARTICLE VII. COMMITTEES
The Council may designate from among its Council Members an Executive Committee and/or one or more other committees (each a “Board Committee(s)”) each of which, to the extent set forth in the authorizing resolution, shall have and may exercise all the authority of the Council, except no such Board Committee will have the authority to:
Elect Council Members or fill vacancies on the Council; or
Adopt, amend, or repeal by-laws.
Sections 617.0820, 617.0822, 617.0823 and 617.0824 of the Florida Not-For-Profit Corporation Act, which governs meetings, notice of meetings, and waiver of notice, and quorum and voting apply to Board Committees and their members as well.
Each Board Committee must have two or more Council Members who serve at the pleasure of the Council. The Chairman serves an ex officio member of all committees as needed.
Absent express authorization by the Council, no Board Committee shall have the unilateral power to exercise the authority of the Council and each Board Committee shall only make recommendations to the Council.
Subject to the Council’s authority resolution, with respect to such Board Committee, each Board Committee shall be authorized to conduct regular and/or special meetings. To the extent possible and practical, Board Committee’s shall give notice in the same manner as regular Council Meetings and each Board Committee meeting shall be conducted in a manner consistent with Council meetings.
All Council Members shall be permitted to attend and to speak at all Board Committee meetings, however, voting for the purpose of determining recommendations to the Council will be limited to duly elected Council Members who are members of said Board Committee.
Each Board Committee shall provide a written report summarizing its meetings to the Secretary for inclusion in the next scheduled Council Board meeting agenda. This report must include a list of those Council Members present, a list of topics discussed, and a summary of all recommendations made, if any.
ARTICLE VIII. FINANCE
The Council shall have a fiscal year commencing on January 1.
The Council shall be funded through any legal activity in conformance with Florida Statutes relating to non-profit corporations.
The Council shall maintain bank accounts such as determined by resolution, with checks issued by the Council to be signed by any one of the following officers: Chairman, Vice Chairman, or Treasurer. However, checks exceeding $500.00 shall require the signatures of any two such officers.
The Council shall operate on an annual budget effective on January 1, to be presented by the Treasurer at the November Council meeting each year, and to be approved by majority vote of the Council Members at the December meeting. Any additions to the budget shall be approved by the Council.
ARTICLE IX. PAPERS AND RECORDS
Each regular public meeting of the Council shall be recorded, and the minutes shall be retained by the Secretary.
There will be written minutes of all Council meetings at which action is, or legally can be, taken. Such minutes will be submitted for approval at the next regular monthly meeting of the Council Board, and once approved shall become the official record of that meeting.
All minutes of Council Board meetings, together with all other Council papers, records and correspondence will be retained in an orderly fashion, at a place to be determined by resolution, where they shall be open to public inspections at reasonable times.
ARTICLE X. STANDARDS OF CONDUCT
A Council Member shall discharge his or her duties as a Council Member, including his or her duties as a member of a Board Committee:
In good faith;
With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and,
iii. In a manner he or she reasonably believes to be in the best interest(s) of the Council.
In discharging his or her duties, a Council Member may rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
One or more officers or employees of the Council whom the Council Member reasonably believes to be reliable and competent in the matters presented;
Legal counsel, public accountants, or other persons as to matters the Council Member reasonably believes are within the persons’ professional or expert competence; or,
iii. A Board Committee of which he or she is not a member, if the Council Member reasonably believes the Board Committee merits confidence.
A Council member is not acting in good faith if he or she has knowledge concerning the matter in questions that makes reliance otherwise permitted by this Article is unwarranted.
A Council Member is not liable for any action taken as a Council Member, or any failure to take any action, if he or she performed the duties of his or her office in compliance with this Section.
ARTICLE XI. CONFLICT OF INTEREST POLICY
This conflict of interest policy is designed to foster public confidence in the integrity of the Village Council and to protect the Village Councils’ interest when it is contemplating entering a transaction (defined below) that might benefit the private interest of a Council Member, an Officer, or a key employee (defined below).
The following are considered insiders for the purposes of this policy:
Each Council Member; or, any key employee, meaning an employee whose total annual compensation (including benefits) from the Village Council and its affiliates is more than $1,000 and who (a) has responsibilities or influence over the Village Council similar to that of officers, directors, or trustees; or, (b) manages a program that represents 10% or more of the activities, assets, income, or expenses of the Village Council; or, (c) has or shares authority to control 10% or more of the Village Council’s capital expenditures, operating budget, or compensation for employees.
Interest means any commitment, investment, relationship, obligation, or involvement, financial or otherwise, direct or indirect, that may influence a person’s judgment, including receipt of compensation from the Village Council, a sale, loan, or exchange transaction with the Village Council.
A conflict of interest is present when, in the judgment of the Council Board, an insider’s stake in the transaction is such that it reduces the likelihood that an insider’s influence can be exercised impartially in the best interests of the Village Council.
Transaction means any transaction, agreement, or arrangement between an insider and the Village Council, or between the Village Council and any third party where an insider has an interest in the transaction or any party to it.
Duty to Disclose: Each insider shall disclose to the Council Board all material facts regarding his or her interest in the transaction, promptly upon learning of the proposed transaction.
Determining Whether a Conflict of Interest Exists: With regard to an insider, the Council Board shall determine if a conflict of interest exists. The insider(s) and any other interested person(s) involved with the transaction shall not be present during the Council Board’s discussion or determination of whether a conflict of interest exists, except as provided in Article D below.
Procedures for Addressing a Conflict of Interest: The Council Board shall follow the procedures set forth in Article D in order to decide what measures are needed to protect the Village Council’s interests in light of the nature and seriousness of the conflict, to decide whether to enter into the transaction and, if so, to ensure that the terms of the transaction are appropriate.
Review by the Board
The Council Board may ask questions of and receive presentation(s) from the insider(s) and any other interested person(s), but shall deliberate and vote on the transaction in their absence. The Council Board shall ascertain that all
material facts regarding the transaction and the insider’s conflict of interest have been disclosed to the Council Board and shall compile appropriate data, such as comparability studies, to determine fair market value for the transaction.
After exercising due diligence, which may include investigating alternatives that present no conflict, the Council Board shall determine whether the transaction is in the Village Council’s best interest, for its own benefit, and whether it is fair and reasonable to the Council Board; the majority of disinterested members of the Council Board then in office may approve the transaction.
Records of Proceedings
The minutes of any meeting of the Council Board pursuant to this policy shall contain the name of each insider who disclosed or was otherwise determined to have an interest in a transaction; the nature of the interest and whether it was determined to constitute a conflict of interest; any alternative transactions considered; the members of the Council Board who were present during the deliberations on the transaction, those who voted on it, and to what extent interested persons were excluded from the deliberations; any comparability data or other information obtained and relied upon by the Council Board and how the information was obtained; and the result of the vote, including, if applicable, the terms of the transaction that was approved and the date it was approved.
Annual Disclosure and Compliance Statements
Each Council Member, each Officer, and each key employee of the Village Council, shall annually sign a statement that affirms that the person has received a copy of this conflict of interest policy, has read and understood the policy, and has agreed to comply with the policy.
If the Council Board has reasonable cause to believe that an insider of the Village Council has failed to disclose actual or possible conflicts of interest, including those arising from a transaction with a related interested person, it shall inform such insider of the basis for this belief and afford the insider an opportunity to explain the alleged failure to disclose. If, after hearing the insider’s response and making further investigation as warranted by the circumstances, the Council Board determines that the insider has failed to disclose an actual or possible conflict of interest, the Council Board shall take appropriate disciplinary and corrective action.
To ensure that the Village Council operates in a manner consistent with its status as an organization exempt from federal income tax, the Council Board shall authorize and oversee an annual review of the administration of this conflict of interest policy. The review may be written or oral. The review shall consider the level of compliance with the policy, the continuing suitability of the policy, and whether the policy should be modified and improved.
ARTICLE XII. BY-LAWS AMENDMENT
These By-Laws may be amended as required to carry out the goals of the Council. The By-laws cannot be opened more than one (1) time per year, Any By-Laws changes or recommendations must be completed and adopted prior to the September meeting. Any changes that are not read the required two (2) times shall be tabled until the next calendar year.
Amendments (the “Amendment”) may be proposed by any Council Member.
All proposed Amendments shall be given two (2) readings. The readings must be at separate, consecutive public meetings at which a quorum is present. The first reading must be at the time that the Amendment is proposed or presented. The Amendment must be discussed and will be voted after a public hearing at the second reading. The Amendment may be further amended at the second reading.
Approval of all Amendments to these By-Laws shall be by affirmative majority vote of no less than four (4) Council Members, at a regular scheduled public meeting, duly noticed in accordance with these By-Laws, after the second of two readings.
In the event of approval, said Amendment will become part of these By-Laws at the close of the meeting at which it is approved.
In the event of failure of the Amendment, no further Amendment on the same subject may be proposed for thirty (30) days.
All Amendments to the By-Laws will be reduced to writing and incorporated into the existing set of By-Laws.
ARTICLE XIII. INDEMNIFICATION
Each person (including here and hereinafter, the heirs, executors, administrators, or estate of such person) (a) who is or was a Council Member; (b) who is or was an agent or employee of the Council and to whom the Council has agreed to grant such indemnity hereunder; or, (c) who is or was serving at the request of the Council as its representative in the position of a Council Member, officer, trustee, partner, agent, or employee of another corporation, partnership, joint venture trust or other enterprise and as to whom the Council has agreed to grant such indemnity hereunder, shall be indemnified by the Council as of right to the fullest extent permitted or authorized by current or future legislation or by current or future judicial or administrative decision (but, in the case of any future legislation or decision, only to the extent that it permits the Council to provide broader indemnification rights than permitted prior to the legislation or decision), against all fines, liabilities, settlements, losses, damages, costs and expenses, including attorneys’ fees, asserted against him or her or incurred by him or her in his or her capacity as such Council Member, officer, trustee, partner, agent, employee or representative or arising out of his or her status as such Council Member, officer, trustee, partner, agent, employee or representative. The foregoing right of indemnification will not be exclusive of other rights to which those seeking indemnification may be entitled. The Council may maintain insurance, at its expense, to protect itself and any such person against any such fine, liability, cost or expense, including attorneys’, fees, whether or not the Council would have the legal power to directly indemnify him or her against such liability.
Costs, charges and expenses (including attorneys’ fees) incurred by a person referred to in this Article in defending a civil or criminal suit, action or proceeding may be paid (and, in the case of Council Members, shall be paid) by the Council in advance of the final disposition thereof upon receipt of an undertaking to repay all amounts advanced if it is ultimately determined that the person is not entitled to be indemnified by the Council as authorized by this Article, and upon satisfaction of other conditions established from time to time by the Council or required by current or future legislation (but, with respect to future legislation, only to the extent that it provides conditions less burdensome than those previously provided).
If this Article or any portion of it is invalidated on any ground by a court of competent jurisdiction, the Council nevertheless indemnifies each Council Member to the fullest extent permitted by all portions of this Article that has not been invalidated and to the fullest extent permitted by-law.
The rights of each person designated in Article XIII will vest immediately upon such person becoming a Council Member, trustee or officer. No future amendment to the provisions of this Article will be applied retroactively to deny any such persons any rights under this Article.
ARTICLE XIV. IMMUNITY FROM CIVIL LIABILITY
Each person who is an officer or a director of the Council, a nonprofit organization recognized under 501(c)(3) of the Internal Revenue Code of 1986, as amended, shall not be personally liable for monetary damages to any person for any statement, vote, decision, or failure to take an action, regarding organizational management or policy by an officer or director, unless:
The officer or director breached or failed to perform his or her duties as an officer or director; and,
The officer’s or director’s breach or, failure to perform his or her duties constitutes:
A violation of criminal law unless the officer or director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful. A judgment or other final adjudication against an officer or director in any criminal proceeding for violation of the criminal law estops that officer or director from contesting the fact that his or her breach, or failure to person, constitutes a violation of the criminal law, but does not stop the officer or director from establishing that he or she had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful;
A transaction from which the officer or director derived an improper personal benefit, either directly or indirectly; or,
iii. Recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.
For the purposes of this Section, the term:
“Recklessness” means the acting, or omission to act, in conscious disregard of a risk:
Known, or so obvious that it should have been know, to the officer or director; or,
Known to the officer or director, or so obvious that it should have been know, to be so great as to make it highly probable that harm would follow from such action or omission.
“Director” means a person who serves as a director, trustee, or member of the governing board of an organization.
“Officer” means a person who serves as an officer without compensation except reimbursement for actual expenses incurred or to be incurred.