About CDC

• Coordinating amd supporting partnerships and networks of High Springs agencies, government officials, schools,service clubs, businesses and residents to ensure a community collaborative approach to meeting High Springs' needs

• Implementing programs to address the social, economic, educational and developmental needs of the citizens of High Springs

• Promoting community awareness of events and issues important to the wellbeing of High Springs residents

By-Laws of High Springs

Community Development Corporation

PREAMBLE

High Springs Community Development Corporation has been organized as a non profit corporation under the laws of the State of Florida. The purpose for which the corporation has been organized is to support individuals, families, small businesses, and neighborhoods of High Springs, Florida by providing and supporting programs and initiatives to enhance economic growth and stability.

These by-laws are adopted for the governance of the Corporation in fulfilling its purposes.

Article I. Organizational Goals

To carry out its purposes, the Corporation has the following organizational goals:

1. To mobilize the resources available in the community, both public and private agency and individual, in support of economic growth and revitalization in the community of High Springs.
2. To implement programs to address the social, economic, educational and developmental needs of the citizens of High Springs.
3. To support projects to revitalize business districts and neighborhoods.
4. To advise and acquaint the general public to include municipalities and community based non-profits on the community and economic development projects.

Article II. Offices

The principal office of the Corporation in the State of Florida shall be located at 95 NW 1st Avenue High Springs, FL and may be relocated from time to time as determined by the Board of Directors. The Corporation may have such other offices as the Board of Directors may determine from time to time.

Article III. Membership

Those persons who, from time to time, serve as elected member of members of the Board of Directors of the Corporation shall be members of the Corporation and shall have the full right to vote.

Article IV. Board of Directors

Section One: Membership

1. Number: The number of members of the Board of Directors shall never be more than eleven. Members of the Board of Directors shall, as nearly as possible, be representative of the following sectors: a member of the High Springs City Commission or the Commission's designee; a community member who lives in and/or represents the neighborhoods we are targeting; a member of the business or professional community in the City of High Springs; and other concerned community representatives.
2. Nominations: Any board member may nominate and present to the Board of Directors, at any official meeting, candidates for membership to the Board of Directors. Interested candidates will be asked for an oral application, describing their background, experience, and interest in the community development of High Springs. The Board will vote to approve or disapprove the candidates for membership. Approval of a new board member must be voted in by a quorum.
3. Term: The term of membership on the Board of Directors shall be two (2) years. Terms shall be staggered so that one-half of the Board members are elected each year. Members may serve consecutive terms when approved by a quorum.
4. Honorary Members: All past members shall become honorary members and are welcome at all Board meetings, but serve only in a none-voting, advisory capacity.
5. Vacancies: Vacancies on the Board of Directors shall be filled upon nominations of a new candidate by a Board member, and unanimous approval of the Board. The newly appointed member shall hold the vacated office for the remainder of the term.
6. Absences and Terminations:
1. Absences: Regular attendance is necessary to be an effective member of the Board of Directors. However, the Board recognizes that professional and family obligations may prevent a member from attending every scheduled meeting. Therefore, any Board member who cannot attend a scheduled meeting shall first notify the President at least one day prior to the meeting or as soon as practical. If the President cannot be reached, the member shall notify the Vice-President.
2. Termination: Any member of the Board may be removed from office for neglect of duty, misconduct, malfeasance of office, or from three unexcused absences in a calendar year from scheduled meetings, or as approved by a quorum of the Board of Directors. A member removed from the Board of Directors due to any of the above circumstances shall be notified in writing by the President and given an opportunity to present his/her defenses to the Board at a regular or special meeting.
7. Conflict of Interest: No member may vote on any matter which has a direct bearing on services provided by or for that member or any organization which such member directly represents, or on any other matter which financially benefits such member or the organization for which such member represents.
8. Voting Procedures: In order for any member's vote to be valid, the member must be present at the meeting at which such vote is taken. Proxy or absentee votes are not permitted. In cases where a policy decision is urgently necessary, the Board of Directors or the Executive Committee may vote by telephone or polling by mail or email, provided that a majority of the Board of Directors or Executive Committee, as the case may be, approves such procedure at the time it is used. The vote will carry by a majority of the votes cast, with the President privileged to vote to break a tie.

Section Two: Duties

A. The Board of Directors shall supervise and approve the annual budget and all major budget revisions.

B. The Board of Directors shall establish policy and program direction for the Corporation.

C. The Board of Directors shall approve all applications for membership on the board and fill any vacancies which occur.

D. The Board of Directors shall establish such administrative structure as is necessary for operation of the Corporation and shall hire, supervise and annually evaluate the Executive Directors.

E. The Board of Directors shall establish necessary committees, authorize necessary studies and approve all grants and agreements which are to be a part of the Corporations programs.

F. The Board of Directors shall adopt and amend by-laws of the Corporation as needed.

G. The Board of Directors shall amend the Articles of Incorporation as needed.

Section Three: Meetings

A. Regular Meetings: Unless otherwise changed, the Board of Directors shall meet in regular monthly sessions, at the discretion of the Executive Committee, at a time and place designated by the Board.

B. Special Meetings: Special meetings of the Board of Directors for any purpose, may be called by the President or Vice-President, or may be called at the request of at least two ( 2 ) voting members of the Board

C. Annual Meetings: The Board of Directors shall meet once annually in the month of January for the purpose of (1) reporting to the Corporation on the prior years activities and next years proposed activities and (2) installation of officers.

D. Notice of Meetings: Notice of any regular meeting shall be given to all voting members of the Board at least seven days prior to such a meeting, stating the time, place, and date of meeting. Notice of special meetings shall also be given at least twenty-four hours in advance. Notice of annual meetings shall be published in the newspaper of general circulation in High Springs at least five days prior to such meeting. Notice shall specify date, time and place of such meeting.

E. Quorum: No official business may be transacted in the absence of a quorum. The presence of one half plus one Directors shall be necessary at any meeting of the Board to constitute a quorum.

Section 4: Compensation

A. No member of the Board of Directors shall receive compensation for service as such; however, the Board of Directors may reimburse members for reasonable expenses actually incurred by a member in the discharge of duties as a member of the Board of Directors.

B. If a member of the Board of Directors is employed by the Corporation in another capacity, such member shall be entitled to receive such compensation for services rendered as may be determined by the Board of Directors, but in no event shall compensation be paid for the services to the Board.

ARTICLE V. OFFICERS

Section 1. Executive Committee

The officers of the Corporation shall be President, Vice-President, Secretary and Treasurer. These officers shall compose the executive committee of the Board of Directors.

1. Duties of the President: The president shall preside at all meetings of the Board and of the members. The president shall be an ex-officio member of all committees and perform other duties pertaining to the office as required from time to time by the Board or the by-laws. The president shall serve a two year term.
2. Duties of the Vice President: The vice president shall perform the duties of the president in the absence or incapacity of that officer and assume such other duties and responsibilities as may be assigned by the president. The vice-president shall chair the nominating committee.
3. Duties of the Secretary: The secretary shall supervise the recording of minutes of all meetings, shall supervise the general records of the organization and shall assume other duties as may be requested by the president or Board of Directors.
4. Duties of the Treasurer: The treasurer shall supervise the preparation of the annual budget, all budget revisions and all fund raising activities of the organization; shall serve as custodian of funds; shall chair the finance committee; and shall assume other duties as may be requested by the president or Board of Directors.
5. Vacancies: A vacancy in any principal office shall be filled by a member of the Board of Directors until such term has expired.
6. Election and Removal of Officers: The Board of Directors shall elect officers from among its membership annually at the January meeting. Officers of the corporation may be removed from office for neglect of duty, misconduct, malfeasance of office, or for excessive abscesses from board meetings. The office in question must be informed in writing of the cause for removal and afforded an opportunity to a hearing by the Board of Directors, at its next regular or special meeting if so is requested.

Section 2.Committees and Board of Directors

Except for the Executive Committee, the President may appoint standing committees from among the voting membership as needed. Ad hoc committees and task forces may be established as needed. The President shall serve, ex-officio, on all committees.

Article VI. CONTRACTS, LOANS, CHECKS, DEPOSITS

Section 1.Contracts

The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authorization may be general or confined to specific instances.

Section 2.Loans

No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in the name of the Corporation unless authorized by, or under the authority of, a resolution of the Board of Directors. Such authorization may be general or confined to specific instances.

Section 3.Checks, Drafts, etc.

All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers agent or agents, of the corporation and in such a manner as shall from time to time be determined by or under the authority of a resolution of the Board of Directors.

Section 4.Deposits

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as may be selected by or under the authority of the Board of Directors.

ARTICLE VII.PROCEDURE

In all matters of procedure, the current edition of the Robert's Rules of Order shall prevail in all meetings, the Board, members and its committees.

ARTICLE VIII.LIABILITY

Members of the Board of Directors and officers shall not be personally liable for court awarded damages against the Corporation or the legal cost thereof when acting in good faith and within the authority granted by the bylaws. Any such legal costs and damages shall be the responsibility of the Corporation, which at all times shall maintain liability insurance covering good faith, authorized acts of the Board of Directors and its officers.

ARTICLE IX.AMENDMENTS

These by-laws may be altered, revised, or repealed and new by-laws may be adopted by the Board of Directors at any regular or special meeting of the Board called for that purpose, by two-thirds vote of the Board, present and voting, provided that a quorum is present; and provided further that the proposed amendment shall have been introduced, read and entered in the minutes of the preceding regular or special meeting of the Board and mailed to each member of the Board at least ten days prior to the meeting which final action is to be taken.

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