The Bylaws Of Florida Raider Nation Inc.
Section 1.01 Name: The “Corporation” shall mean Florida Raider Nation Inc., its successors and assigns.
Section 2.01 Charitable, Educational, and Scientific Purposes and Powers: The Corporation exists as a non-profit corporation governed by the laws of the State of Florida Not for Corporation Act Chapter # 617. The Corporation is organized exclusively for charitable purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. In furtherance of such purposes, the Corporation shall have the same powers as an individual to do all things necessary or convenient to carry out the purposes, as set forth in the Articles of Incorporation and these Bylaws. The specific purposes of the Corporation are:
(a) To actively support and positively promote Oakland Raiders through community involvement with membership activities and charitable support
(b) To operate as a non-profit voluntary association, with no funds used to benefit individual members
Section 2.02 Governing Instruments: The Corporation shall be governed by its Articles of Incorporation and its Bylaws.
Section 2.03 Nondiscrimination Policy: The Corporation will not practice or permit any unlawful discrimination on the basis of sex, age, race, color, national origin, religion, physical handicap or disability, or any other basis prohibited by law.
(a) All the assets and earnings of the Corporation shall be used exclusively for its exempt purposes, including the payment of expenses incidental thereto. No part of any net earnings shall inure to the benefit of any employee of the Corporation or be distributed to its Directors, officers, or any private person, except that the Corporation shall be empowered to pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes set forth in Article II of these bylaws.
(b) Notwithstanding any other provision of these bylaws, the Corporation will not carry on any activities not permitted by an organization exempt under Section 501(c)(3), Internal Revenue Code, 1986, or the corresponding provision of any future federal law, or organizations whose contributions which are exempt under Section 170(c)(2), Internal Revenue Code, 1986, or the corresponding provision of any future federal law. The Corporation shall have no capital stock, pay no dividends, distribute no part of its net income or assets to any Directors, Officers, and private property of the subscribers, Directors or Officers shall not be liable for the debts of the Corporation.
(c) No substantial part of the Corporation’s activity shall be for the carrying on of a campaign of propaganda or otherwise attempting to influence legislation. The Corporation shall not participate in any political campaign, will not engage in political campaigns or attempt to influence legislation or interfere with any political campaign on behalf or in opposition to any candidate for public office.
(a) General Membership: Application for membership shall be open to anyone that supports the purpose statement in Article II and is at least sixteen (16) years of age at the time dues are paid.
(b) Honorary Membership: The purpose of an honorary membership is to recognize a member’s contribution, in either a single or ongoing effort, which benefits the Corporation membership. Honorary memberships may be awarded by majority vote of the membership of the Corporation. Honorary memberships are for a period of one (1) dues year.
(c) Honorary Lifetime Membership: The purpose of an Honorary Lifetime Membership is to recognize those individuals that have made exceptional contributions to the Oakland Raiders and/or the Corporation. Honorary Lifetime Membership may be granted to a current or former Oakland Raiders player, or any individual who has demonstrated outstanding leadership or commitment to the Corporation, by a consensus vote of the general membership. Honorary members shall be enrolled as lifetime the Corporation members and shall be exempt from payment of dues. Honorary memberships are non-voting memberships.
Section 3.02 Admission of Members: Membership is granted after completion and receipt of a membership application and annual dues. All memberships shall be granted upon a majority vote of the board.
Section 3.03 Dues Year and Fee Structure: All the Corporation dues will be paid annually and in full at the start of the membership year. The membership year follows a calendar year structure (January 1 to December 31). All dues must be paid by cash, personal check, cashier’s check, money order, or by credit card to the Corporation’s account. In no event will a person paying by personal check be recognized as a member in good standing until such check has been credited to the Corporation’s account. The submitting member shall be responsible for any charges incurred by the Corporation for lack of funds, and may not become a member in good standing until any such charges are reimbursed to the Club. Dues, once paid, will not be refundable. The Board shall set the amount of dues for each membership year by majority vote no later than 30 days prior to the start of such fiscal year.
Section 3.04 Rights of Members: Each member is entitled to one (1) vote on each matter submitted to a vote of the membership. Each member shall be eligible to appoint one voting representative to cast the member’s proxy vote for any matter submitted to a vote of the membership. Only members in good standing may run for office, speak at membership or Board meetings, vote in the Corporation elections and supervise the Corporation events and activities.
Section 3.05 Code of Conduct: All the members are subject to the Raider Fan and NFL Fan Codes of Conduct. In addition, any the member who instigates or participates in any action that may bring adverse publicity or perception, jeopardize the safety of its members, or is likely to result in legal action against the Corporation, may constitute sufficient cause for discipline up to termination of membership by a majority vote of the Board.
Section 3.06 Suspension and Termination of Membership: The Board may, by affirmative vote of a majority, may suspend or revoke the membership of any member found guilty of violating the Code of Conduct as adopted by the Board. A member who has been expelled or suspended is for all dues and fees incurred up to the date of suspension or termination of membership.
Section 3.07 Resignation: Any member may resign by filing a written request with the Secretary, but such requests will not relieve the member of any obligation to pay any dues or other charges therefore accrued and unpaid.
(a) Regular Meetings: Regular meetings of the members shall be held quarterly, at a time and place designated by the Chair. Notice of each meeting shall be given to each voting member by e-mail and posting to the Corporation website no less than 2 weeks prior to the meeting.
(b) Special Meetings: Special meetings may be called by the Chair or a Majority of the Board. A petition signed by five percent (5%) of voting members may also call a special meeting. A person who signs a demand for a special meeting may set the time and place of the meeting if notice for a special meeting is not given within 30 days after receipt of the demand.
(c) Quorum: At least one-third (1/3) of the members in good standing that are listed on the Executive Director’s official membership roster at the time of a meeting must be present to constitute a quorum.
(d) Voting: All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place, provided a quorum is present.
Section 5.01 General Powers: The Board of Directors (the “Board”) shall set policy for the organization and supervise the business and membership affairs of the organization.
Section 5.02 Composition: The Board shall consist of a Chairman of the Board and four separately elected Members-at-Large. The Board shall also consist of an Executive Director, appointed by a majority vote of the Board in even numbered years.
Section 5.03 Compensation: Members of the Board shall not receive any compensation for their services.
Section 5.04 Term: All Board members shall serve a two year term beginning January 1st the year following the election.
Section 5.05 Term Limits: Each Board shall serve no more than two (2) two-year terms in the same position. After serving in one position, a person may run for another position, and the term is also two (2) years with possible re-election to one additional term. In the event no nominee is produced for a vacant Board position, the current Board member may run for a third term. No Board member shall serve in the same capacity for more than six years. It is the duty of each Board member to mentor and prepare individuals to serve on the Board at a future date.
Section 5.06 Duties: Board members must respond to emails sent by the Executive Director, other members of the Board and members of their assigned committees, attend regular Board meetings and regularly participate in the Corporation activities.
Section 5.07 Meetings: The board shall meet at least quarterly, at an agreed upon time and place. The Chair, Executive Director, a Board member may initiate requests for special meetings. Meetings shall be held either in person or by teleconference.
Section 5.08 Meeting Notice: Notice of regular Board meetings shall be sent to all members of the Board no less than fourteen (14) days, prior to the meeting date.
Section 5.09 Quorum: The presence, in person of a majority of current members of the Board shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice.
Section 5.10 Voting: The Executive Director will not have a Board vote and the Chairman will only vote in cases of ties.
Section 5.11 Action without a Meeting: Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or any such committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or any such committee shall be filed with the minutes of the proceedings of the Board or such committee.
Section 5.12 Participation by Telephone: Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 5.13 Meeting Minutes: The Board shall take and duly archive minutes of all deliberations. Following a Board meeting the Secretary shall make available to the Club membership the minutes of said meeting with the following specific exemptions: (1) deliberations over any conduct-related complaint made by or about a member, or a guest of a Club member, shall at all times be kept strictly confidential; (2) deliberations over the appointment of members to Club committees shall at all times be kept strictly confidential; (3) deliberations relating to the negotiation or execution of contracts with third parties may be kept confidential upon majority vote of the Board; and (4) deliberations relating to any legal action pending against the organization, or any threat of legal actions against the organization, may be kept confidential upon majority vote of the Board.
Section 5.14 Removal from Office: Board members who (1) fail to maintain membership in good standing, (2) are unwilling or unable to serve, (3) fail to attend two consecutive Board meetings without good cause, (4) repeatedly fail to respond in a timely manner to emails from the Board or members, or (5) fail to actively participate in Club events, may be removed from office at the next regularly-scheduled meeting by a two-thirds (2/3) vote of the Board.
Section 5.15 Vacancies: In the event of a removal or resignation, the Board will appoint a member in good standing to take his or her place until the next annual membership meeting, where the Board vacancy must be permanently filled.
Section 6.01 Duties and Powers of the Chairman: The Chairman of the Board (“Chairman”) shall be elected by the membership. The duties of the Chairman shall be as follows:
(a) The Chairman shall, in consultation with the Executive Director, oversee all communications, financial and membership affairs of the Corporation in accordance with Board policy.
(b) The Chairman serves as the primary liaison between the Corporation, the Oakland Raiders, the National Steering Committee and other official Oakland Raider booster clubs.
(c) The Chairman sets the meeting agenda in consultation with other Board members and calls to order and chairs all Board and the Corporation meetings. If the Chairman cannot be present at a Board or the Corporation meeting, his or her duties must be delegated to a Board member.
Section 6.02 Duties and Powers of the Executive Director: The Executive Director shall be appointed by the Board and must be a member in good standing. The duties of the Executive Director shall be as follows:
(a) The Executive Director shall serve the custodian of official the Corporation and Board records, sends emails and written communications to members and others on behalf of the Board, keeps the Corporation website and other internet sites updated, and maintains an up-to-date membership roster.
(b) The Executive Director shall attend all Board meetings, prepares agendas and keeps minutes of such meetings, and may appoint members in good standing to assist him or her with such duties.
(c) The Executive Director shall have charge and custody of all the Corporation funds. He or she shall give and receive receipts for all financial transactions, issue checks or drafts on behalf of the Corporation, collect membership dues, make deposits and withdrawals to cover the Corporation’s expenses, manage the Corporation’s bank accounts, and pay the Corporation’s expenses in accordance with Board policy, and present financial reports to the Board. These duties cannot be delegated to other members.
(d) The Executive Director will supervise all the Corporation elections. He or she may vote in elections and on general membership issues, but cannot cast a Board vote. The Executive Director is also responsible for making sure that all motions, policies and procedures voted upon by the Board or the membership conform to the Corporation bylaws.
Section 6.03 Removal of Executive Director from Office: If the Executive Director is no longer a member in good standing, or becomes unable or unwilling to perform their duties, or has failed to perform or performed his or her duties poorly, the Board, by a two-thirds (2/3) vote, may remove the Executive Director and appoint a replacement. If a Board member replaces the executive director, he or she must resign their Board position. Removal cannot take place without the immediate appointment of a replacement who is a member in good standing. This procedure will be followed in the case of resignation.
Section 7.01 Elections: Elections shall take place annually and shall be held no later than thirty (30) days before the current officers’ term of office will expire. A minimum of two weeks’ notice shall be provided to the Membership prior to the election. Members eligible to vote for Executive Board positions shall have no less than a one week period in which to submit a vote.
Section 7.02 Election Schedule: Board members are elected for two year terms on an alternating schedule. Two Members-at-Large and the Chair shall be elected in the odd numbered years. Two Members-at-Large shall be elected in the even numbered years.
Section 7.03 Election Supervisor: The Executive Director shall supervise and oversee all elections. If the Executive Director is a candidate for office, s/he shall appoint an Elections Supervisor from the membership, who is not a candidate for office, at least thirty (30) days before the date of any scheduled election.
Section 7.04 Nominations: The nomination period will be determined by the Board and shall be open for a minimum of fourteen (14) days. The nomination period must conclude no later than fourteen (14) days before the election. Nominations for Board Members may be made by any club member in good standing and requires a second. Individuals may nominate themselves. Candidates must be members in good standing.
Section 7.05 Voting: A member may vote in person, by mail, or by electronic transmission. Only members in good standing shall be eligible to vote or cast proxy votes. The Board shall designate the address, location, or system to which votes may be electronically transmitted, in an executed electronically transmitted record. Members shall have no less than a one week period in which to submit a vote.
Section 7.06 Results: The Election Supervisor must count the votes in the presence of one (1) member in good standing not running for office and certify the results. A candidate receiving a majority of votes cast shall be declared elected In the event of a tie, a runoff election will be held within ten (10) days in accordance with the procedures set forth in this section. The Election Supervisor will notify the Board and the general membership by email and/or telephone of election results within one (1) week after elections. The election results must also be posted simultaneously on the website.
The Board, by resolution adopted by a majority of the entire Board, may designate standing or temporary committees to serve at the pleasure of the Board. The Board shall retain the right to limit the powers and duties of each committee No committee may set policy or implement actions without prior Board approval.
Section 9.02 Contracts: The Board may authorize any officer, member or agent of the Corporation to enter into any contract or execute and deliver any instrument in the interest of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 9.03 Checks, Drafts, and Payments: All checks, drafts or payments issued in the name of the Corporation shall be signed by the Chair or Executive Director. All expenditures must have specific prior authority granted by the Board and duly noted in the minutes or their proceedings. In no event shall the Board, individually or collectively, incur any expense in excess of the uncommitted and liquid general operating funds available in the name of the Club.
Section 9.04 Annual Operating Budget: To facilitate an orderly and practical fiscal policy, the Chairman shall submit to the Board an annual budget for the normal, routine and on-going administrative expenses of the Corporation at the first Board meeting of the fiscal year. The Board must approve the budget and all expenditures must be within budget. If approved by the Board, all expenses falling within the approved budgetary guideline will be granted de facto authority.
Section 9.05 Gifts: The Board, collectively or individually, any officer or designated agent may accept gifts, contributions, bequests, or devise of any property on behalf of the Corporation.
Section 9.06 Deposits: All funds of the Corporation shall be deposited promptly to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select by their resolution.
Section 9.07 Books and Reports: The Corporation will keep complete and accurate books and records, and will also keep minutes of the proceedings of its Board and committees. The Corporation will keep a membership register giving the names, addresses, and other details of the membership, if any, and the original or a copy of its Bylaws, including amendments to date. Records shall be available to the members at quarterly intervals without request, and within five (5) working days to any Board member upon request.
The Corporation shall indemnify the officers, directors, employees and agents of the Corporation to the full extent permitted by the Florida Not for Profit Corporation Act, Chapter 617, and Florida Statutes. This indemnification provision shall not be deemed to be exclusive of any other rights to which such officers, directors, employees, and agents may be entitled under the Bylaws, any agreement with the Corporation, any insurance maintained by the Corporation, or otherwise.
Upon dissolution of the Corporation, the Board shall, after paying or making provision for payment of all liabilities of the Corporation, including the costs and expenses of such dissolution, dispose of all the assets of the Corporation exclusively for the exempt purposes of the Corporation or distributed to an organization described in Section 501 (c)(3) or 170 (c)(2) of the Internal Revenue Code, 1986 or the corresponding provisions of any future federal law, as shall be selected by the last Board. None of the assets will be distributed to any officer or director of the Corporation. Any such assets so disposed of shall be disposed of by, and in the manner designated by, the state court having jurisdiction over the matter.
The Corporation bylaws may only be amended by two-thirds vote (66.7%) of the membership in attendance at a Corporation meeting. A special membership meeting may be called by the Board to consider amendments offered between membership meetings.
We, the undersigned, are all of the initial directors or incorporators of Florida Raider Nation Inc., and we consent to, and hereby do, adopt these Bylaws on September 11, 2016.
David Covey Kirsten Black
Chairman Executive Director
Curtis Bennett Russell Giambrone
Member at Large Member at Large
Brian Levine Deek Martin
Member at Large Member at Large