Approve amended bylaws for Friends of Pinecrest Gardens Inc.

RESOLUTION NO. 2024- A RESOLUTION OF THE VILLAGE OF PINECREST, FLORIDA, APPROVING THE PROPOSED AMENDED BYLAWS OF THE FRIENDS OF PINECREST GARDENS, INC.; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village Council created the “Friends of Pinecrest Gardens, Inc.” with the adoption of Resolution 2020-36; and WHEREAS, the Article XI of the Bylaws requires that amendments to the Bylaws be approved by the Village Council; and WHEREAS, the Board has reviewed and proposed amendments for the consideration of the Village Council;

NOW, THEREFORE,

BE IT RESOLVED BY THE VILLAGE COUNCIL OF PINECREST, FLORIDA, AS FOLLOWS: Section 1. That the Village Council hereby approves the proposed amendments of the Friends of Pinecrest Gardens, Inc. in accordance with the organization’s Articles of Incorporation as presented in Exhibit A. Section 2. That this Resolution shall be effective immediately upon adoption. PASSED and ADOPTED this 10th day of December, 2024. Joseph M. Corradino, Mayor ATTEST: Priscilla Torres, MMC Village Clerk -2- APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Mitchell Bierman Village Attorney Consent Agenda DATE: November 22, 2024 TO: Yocelyn Galiano, ICMA-CM, Village Manager FROM: ƌŝƐƟŶĂ ůĂŶĐŽ͕ WŝŶĞĐƌĞƐƚ 'ĂƌĚĞŶƐ ŝƌĞĐƚŽƌ RE: &ƌŝĞŶĚƐ ŽĨ WŝŶĞĐƌĞƐƚ 'ĂƌĚĞŶƐ LJůĂǁs ŵĞŶĚŵĞŶƚ ƚ ƚŚĞ ^ĞƉƚĞŵďĞƌ ϯϬ, 2024 &ƌŝĞŶĚƐ ŽĨ WŝŶĞĐƌĞƐƚ 'ĂƌĚĞŶƐ, ƚŚĞ ďŽĂƌĚ ŽĨ ĚŝƌĞĐƚŽƌƐ ƐƵŵŵĂƌŝnjĞĚ ĂŶĚ ŵŽƚŝŽŶĞĚ ƚŽ ĂƉƉůLJ ĂĚŵŝŶŝƐƚƌĂƚŝǀĞ ĐŚĂŶŐĞƐ ƚŽ ƚŚĞ ŽƌŐĂŶŝnjĂƚŝŽŶ͛Ɛ ďLJůĂǁƐ͘ WĞƌ ƚŚĞ ŽƌŐĂŶŝnjĂƟŽŶ ďLJůĂǁƐ͕ ƚŚĞ ƉƌŽƉŽƐĞĚ ďLJůĂǁ ĂŵĞŶĚŵĞŶƚƐ ƐŚĂůů ďĞ ƐƵďŵŝƩĞĚ ƚŽ ƚŚĞ sŝůůĂŐĞ ŽƵŶĐŝů ĨŽƌ ĂƉƉƌŽǀĂů͘ /Ŷ ĂĐĐŽƌĚĂŶĐĞ ǁŝƚŚ ƌƟĐůĞ y/ ŽĨ ƚŚĞ LJůĂǁƐ͕ Ă ϯͬϱ ǀŽƚĞ ŽĨ ƚŚĞ sŝůůĂŐĞ ŽƵŶĐŝů ƐŚĂůů ďĞ ƌĞƋƵŝƌĞĚ ĨŽƌ ƚŚĞ ĂĚŽƉƟŽŶ ŽĨ ƚŚĞƐĞ ĂŵĞŶĚŵĞŶƚƐ͘ dŚĞLJ ƐƵŵŵĂƌLJ ŽĨ ƌĞĐŽŵŵĞŶĚĞĚ ĐŚĂŶŐĞƐ ĂƌĞ ůŝƐƚĞĚ iŶ ƚŚĞ ĂƚƚĂĐŚĞĚ ZĞƐŽůƵƚŝŽŶ ϮϬϮϰ-01 ĚŽĐƵŵĞŶƚ͘ Page 1 of 2 RESOLUTION 2024-01 A RESOLUTION OF THE FRIENDS OF PINECREST GARDENS, INC., RECOMMENDING PROPOSED BYLAW AMENDMENTS; PROVIDING FOR TRANSMITTAL; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Board of Directors (the “Board”) of the Friends of Pinecrest Gardens, Inc. (“FOPG") has identified the need for amendments to its Bylaws to enhance operational effectiveness and align with current practices; and WHEREAS, Article XI of the Bylaws requires that amendments to the Bylaws be approved by the Council of the Village of Pinecrest (“the Village Council”); and WHEREAS, the Board has reviewed and discussed the proposed amendments to the Bylaws, which amendments are set forth in a strikethrough and underline format attached hereto as Exhibit A (the "Proposed Bylaw Amendments"); and WHEREAS, the Board desires to recommend the Proposed Bylaw Amendments to the Village Council for consideration and approval.

NOW, THEREFORE,

BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE FRIENDS OF PINECREST GARDENS, INC., AS FOLLOWS: Section 1. That each of the above-stated recitals are hereby adopted, confirmed, and incorporated herein. Section 2. The Board hereby recommends the Proposed Bylaw Amendments as set forth in Exhibit “A” attached hereto. Section 3. The Proposed Bylaw Amendments shall be submitted to the Village Council for approval. In accordance with Article XI of the Bylaws, a 3/5 vote of the Village Council shall be required for the adoption of these amendments. Section 4. This Resolution shall be effective immediately upon adoption. The foregoing Resolution was offered by ____________ who moved its adoption. The motion was seconded by _________ and upon being put to a vote, the vote was as follows: Chair B.J. Duncan Vice Chair Alana Perez Secretary Skip Pita Treasurer Tim Abbott Vice Mayor Shannon Del Prado Page 2 of 2 Board Member Tasha Cunningham Board Member Joshua Kaufman Board Member Cristina Blanco PASSED AND ADOPTED on October __, 2024. B.J. Duncan, Chair ATTEST: Skip Pita, Secretary Page 1 of 3 EXHIBIT A1 PROPOSED BYLAW AMENDMENTS FRIENDS OF PINECREST GARDENS, INC. BYLAWS *** ARTICLE III MEETINGS *** SECTION 2. SPECIAL MEETINGS. At the request of the Chair or a simple majority of the members of the Board, a special meeting of the Board may be called by the Village Clerk’s office Director of Pinecrest Gardens. SECTION 3. NOTICE. Notice of any annual meeting, regular meeting, or committee meeting of the Board shall be issued by the Village Clerk Director of Pinecrest Gardens to each director of the Board by mail or e-mail at least five (5) days prior to the meeting. Notice of a special meeting shall be issued by the Village Clerk Director of Pinecrest Gardens at least forty-eight hours prior to the meeting by telephone, confirmed facsimile, confirmed email, hand delivery, or overnight delivery by a courier service with a reputable delivery tracking system. *** SECTION 6. ELECTRONIC PARTICIPATION. The Board, or any committee thereof, may participate in and act at any meeting through the use of a conference telephone or other communications equipment, including computers, by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance at the meeting and but shall not be counted as part of the quorum, unless extraordinary circumstances require electronic participation. In order to constitute adequate means of participation, the Board member participating electronically must be able to hear from, and speak to, all of the other members present at the meeting, and, likewise, all present members must be able to hear and speak to the member participating virtually. The discussions had in such setting must also be of such quality to be adequately recorded for recorded keeping purposes. *** SECTION 10. MEETING MINUTES. The Secretary of the Board is responsible for preparing minutes of the meeting, which shall be delivered to the Directors at the prior to the following meeting for approval. If changes to the minutes are requested by a Board Member for accuracy, the minutes must be revised and approved at the such following meeting. Once approved by the Board, a copy of the minutes must be given to the Village Clerk’s Office for record purposes one week after the meeting. 1 Coding: Strikethrough words are deletions to the existing words. Underlined words are additions to the existing words. Changes between first and second reading are indicated with double strikethrough and double underline. Page 2 of 3 *** ARTICLE IV OFFICERS *** SECTION 5. VICE CHAIR. In the absence of the Chair, the Vice Chair of the Board shall preside at all regular and special meetings of the Board. The Vice Chair shall perform such other duties as are required or directed by the Board. SECTION 6. SECRETARY. The Secretary shall record the minutes of the meetings of the Board; ensure that the Village Clerk has published all notices duly given in accordance with the provisions of these Bylaws or as required by law; serve as the custodian of the Corporation’s records; and perform all duties incident to the office of secretary. *** SECTION 7. TREASURER. The Treasurer shall in general be responsible for monitoring the financial condition and affairs of the Corporation and ensure that corporate financial limits are maintained. a. The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Corporation, and shall keep and maintain adequate and correct books and records of accounts of the income, expenses, assets, liabilities, properties and business transactions of the Corporation. b. The Treasurer shall coordinate with the designated Certified Public Accountant in the preparation of the annual IRS 990 Form and in the preparation of the financial section of the Annual Report. c. The Treasurer shall coordinate the development and implementation of fiscal policies, with the professional advice of the Certified Public Accountant that may be selected and retained by the Board. d. The Treasurer shall prepare and distribute financial status reports of all receipts for each meeting of the Board of Directors, and/or as otherwise requested by the Chair. e. The Treasurer shall perform such other duties as required by the Board or the Chair. *** ARTICLE V CONTRACTS, CHECKS, DEPOSITS, GIFTS, GRANTS, AND COMPENSATION *** Page 3 of 3 SECTION 3. CHECKS. All checks issued by the Corporation must be signed by either the Chair or the Treasurer, except that checks over $10,000 must be signed by both the Chair and the Treasurer or by the designees of either; provided, however, that each designee shall be approved in advance by the Board, which may impose additional limitations on such re-delegated authority. In order to receive a check for payment of a contract/invoice, the Board must have a majority vote. Once the majority vote is received, the Chair person or acting Chair person shall have the authority to execute checks in furtherance of approved action. *** ARTICLE VI INDEMNIFICATION The Corporation hereby indemnifies any and all of its directors and officers, and former directors and officers, against expenses that are actually and necessarily incurred in connection with the defense of any action, suit, or proceeding in which they are made a party, by reason of being or having been directors or officers of the Corporation or having taken action directly or indirectly on behalf of the Corporation, except in relation to matters which such director or officer, or former director or officer, shall be adjudged in such action, suit, or proceeding to be liable for gross negligence, willful misconduct, or breach of his or her fiduciary duty to the Corporation or its members in the performance of his or her responsibilities, and to such matters as shall be settled by agreement predicated on the existence of such liability. The Corporation shall provide directors and officers of the Board liability insurance to insure them against any claims or losses including, but not limited to, attorneys’ fees as a result of legal action brought for alleged wrongful acts in their capacity as directors and officers. The amount of the policy shall be no less than one million dollars ($1,000,000). *** ARTICLE VIII CODE OF ETHICS SECTION 1. CODE OF ETHICS. It is imperative to the success of the Corporation to be fully informed and have responsive and reasonable officers and directors of the Board. To accomplish this, the officers and directors of the Board shall conduct themselves at all times in the best interest of the Corporation and shall abide by these the “Code of Ethics” set forth in this Article VIII. *** ARTICLE X MISCELLANEOUS SECTION 1. FISCAL YEAR. The fiscal year of the Corporation shall commence on the first day of January November and conclude on the last day of December October. ***