These are the bylaws of Protect Gainesville’s Citizens, Inc., a Florida nonprofit corporation.

Article I: Meetings of Members

1. The annual meeting of members will be held each year no later than the last day of October. The annual meeting of members will begin as scheduled and will take place at the principal office of the corporation.

2. At the annual meeting, the members will elect a board of at least 3 directors and may take any other member action permitted by state law.

3. A special meeting of the members may be called at any time by 3 or more directors.

4. At least 15 days before an annual or special meeting, the secretary will post a notice of the meeting on the organization website and send notices to all members via e-mail. The notice must state the time and place of the meeting. For a special meeting, the notice must also include the purposes of the meeting; no action can be taken at a special meeting except as stated in the notice, unless all members present consent.

5. Members must be present to vote and each member is entitled to one vote.

Article II: Board of Directors

1. The board of directors will manage the business of the corporation and will exercise all of the powers that may be exercised by the corporation under the statutes of the State of Florida, the articles of incorporation or the corporate bylaws.

2. A vacancy on the board of directors by reason of death, resignation or other causes may be filled by the remaining directors, or the board may leave the position unfilled, in which case it will be filled by a vote of the members at a special meeting or at the next annual meeting. During periods when there is an unfilled vacancy on the board of directors, actions taken by the remaining directors will constitute actions of the board.

3. The board of directors will meet annually, immediately following the annual meeting of members. The board of directors may also hold other regular meetings, at times and places to be fixed by unanimous agreement of the board. At annual or regular meetings, the board may take any actions allowed by law or these bylaws. Special meetings may be called by 3 or more directors giving 5 days’ written notice to all directors. A notice of a special meeting must be sent by email, and must state the time, place and purposes of the meeting; no action can be taken at a special meeting of directors except as stated in the notice, unless all directors consent.

4. A quorum for a meeting will consist of a majority of directors.

5. Directors will act only by the assent of a majority of those directors present.

6. The directors will not be compensated for serving as such. A director may, however, serve in other capacities with the corporation and receive compensation for such service.

7. Directors may, by written consent, take any action required or permitted to be taken at a directors’ meeting. Such action may be taken without prior notice to the directors. The written consent must:

•   state the action taken, and

•   be signed and dated by at least the number of directors whose votes would be needed to take such action at a meeting.

If the written consent is not signed by all directors, the secretary will within three days send a copy of the written consent to the directors who did not sign it.

8. Directors may meet or participate in meetings by telephone or other electronic means as long as all directors are continuously able to communicate with one another.

Article III: Officers

1. The officers of the corporation will consist of: a president and a secretary/treasurer and any other officers that the board of directors may appoint.

2. The president will preside at all meetings of the directors and members, and will have general charge of the business of the corporation, subject to approval of the board of directors.

3. In case of the death, disability or absence of the president, the secretary will perform and be vested with all the duties and powers of the president.

4. The secretary will keep the corporate records, including minutes of members’ and directors’ meetings and consent resolutions. The secretary will give notice, as required in these bylaws, of members’ and directors’ meetings.

5. The treasurer will keep accounts of all moneys of the corporation received or disbursed, and will deposit all moneys and valuables in the name of the corporation in the banks and depositories that the directors designate. Checks against company accounts will be signed as directed by the board of directors.

6. The salaries of all officers will be fixed by the board of directors and may be changed from time to time by the board of directors.

Article IV: Fiscal

1. The books of the corporation will be closed at a date to be selected by the directors prior to the filing of the first income tax return due from the corporation. The books will be kept on a cash basis.

2. Within 75 days after the corporation’s fiscal year ends, the treasurer will provide each member with a financial statement for the corporation.

Article V: Amendments

Any of these bylaws may be amended or repealed by a majority vote of the members at any annual meeting or at any special meeting called for that purpose.

Adopted by the members of Protect Gainesville’s Citizens, Inc. on November 20, 2009.