4.1 Powers. Subject to the limitations stated in the Articles of Incorporation, these Bylaws, under applicable law, and subject to the duties of directors as prescribed by law, all corporate powers shall be exercised by or under the direction of, and the business and affairs of the Corporation shall be managed by, the Board of Directors. The individual directors shall act only as members of the Board of Directors, and individually shall have no power to act alone.
4.2 Number of Directors. The Corporation shall have three (3) to five (5) Directors. Directors are collectively to be known as the Board of Directors. These numbers may be changed by a duly adopted amendment of this Section.
4.3 Appointment of Directors. The Board of Directors shall appoint the officer-directors as provided in ARTICLE 5 below.
4.4 Compensation. Directors shall serve without compensation, but each Director may be reimbursed his or her necessary and actual expenses, including travel incident to his or her services as Director, subject to any rules that may be imposed upon the adoption of a reimbursement policy by the Board of Directors. Any director may decline such reimbursement.
4.5 Nonliability for Debts. The private property of the Directors shall be exempt from execution or other liability for any debts, liabilities or obligations of the Corporation, and no Director shall be liable or responsible for any debts, liabilities or obligations of the Corporation.
4.6 Indemnity by Corporation for Litigation Expenses of Officers and Directors. To the fullest extent permitted by law, the Corporation shall indemnify any present or former director, officer, employee or other agent of the corporation, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any proceeding, and including an action by or in the right of the Corporation, by reason of the fact that the person is or was a person described in that section. Expenses incurred in defending any proceeding may be advanced by the Corporation prior to the final disposition of such proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall be determined ultimately that the director or officer is entitled to be indemnified.
4.7 Insurance. The Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, against any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising out of the officer’s, director’s, employee’s or agent’s status as such. The Corporation may obtain liability insurance or the equivalent of insurance which covers the directors and officers issued either in the form of a general liability policy or a director’s and officer’s liability policy.
4.8 Interested Persons as Directors. No more than 49 percent of the persons serving on the board may be “interested persons.” An interested person is (1) any person compensated by the corporation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and (2) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of such person. However, any violation of this paragraph shall not affect the validity or enforceability of transactions entered into by the corporation.
4.9 The Board of Directors shall have general administrative authority and such power as set forth in these Bylaws or otherwise granted by vote of SUGA. The Board of Directors shall transact such business and establish such policy as may be necessary between and during regular SUGA meetings.
4.10 Resignation of Directors. Except as provided below, any director may resign by giving written notice to the Chair or Co-Chair of the Board. The resignation shall be effective when the notice is given unless it specifies a later time for the resignation to become effective. If a director’s resignation is effective at a later time, the board may elect a successor to take office as of the date when the resignation becomes effective.
4.11 No director may resign if the corporation would be left without a duly elected or appointed director.
4.12 Vacancies Filled by Board. Vacancies among the officer-directors on the board may be filled by approval of the board or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held according to notice or waivers of notice complying with Section 4 of these Bylaws, or (3) a sole remaining director.
4.13 Any reduction of the authorized number of directors shall not result in any director’s being removed before his or her term of office expires.
4.14 Location of Board Meetings. Meetings of the board shall be held at any place within or outside Florida that has been designated by resolution of the board or in the notice of the meeting or, if not so designated, at the principal office of the corporation.
4.15 Meetings by Telecommunication. Any board meeting may be held by conference telephone, video screen communication, email, or other communications equipment. Participation in a meeting under this Section shall constitute presence in person at the meeting if both the following apply:
4.15.1 Each director participating in the meeting can communicate concurrently with all other directors.
4.15.2 Each director is provided the means of participating in all matters before the board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.
4.16 Other general meetings of the board may be held without notice at such time and place as the board may fix from time to time.
4.17 Special Meetings. Special meetings of the board for any purpose may be called at any time by the chair or co-chair of the board, or any two directors.
4.18 Notice of Special Meetings. Notice of the time and place of special meetings shall be given to each director by (1) personal delivery of written notice; (2) first-class mail, postage prepaid; (3) telephone, including a voice messaging system or other system or technology designed to record and communicate messages, or by electronic transmission, either directly to the director or to a person at the director’s office who would reasonably be expected to communicate that notice promptly to the director; (4) facsimile; (5) electronic mail; or (6) other electronic means. All such notices shall be given or sent to the director’s address or telephone number as shown on the corporation’s records.
4.18.1 Notices sent by first-class mail shall be deposited in the United States mails at least 4 days before the time set for the meeting. Notices given by personal delivery, telephone, or electronic transmission shall be delivered, telephoned, or sent, respectively, at least 24 hours before the time set for the meeting.
4.18.2 The notice shall state the time of the meeting and the place, if the place is other than the corporation’s principal office. The notice need not specify the purpose of the meeting.
4.19 Quorum. The quorum for the Board of Directors shall be a majority of the voting board. Every action taken or decision made by a majority of the voting directors present at a duly held meeting at which a quorum is present shall be an act of the board.
4.20 Waiver of Notice. Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any director who attends the meeting and who, before or at the beginning of the meeting, does not protest the lack of notice to him or her.
4.21 Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.
4.22 Notice of Adjourned Meeting. Notice of the time and place of holding an adjourned meeting need not be given unless the original meeting is adjourned for more than 24 hours. If the original meeting is adjourned for more than 24 hours, notice of any adjournment to another time and place shall be given, before the time of the adjourned meeting, to the directors who were not present at the time of the adjournment.
4.23 Board Action Without Meeting. Any action that the board is required or permitted to take may be taken without a meeting if all board members consent in writing to the action; provided, however, that the consent of any director who has a material financial interest in a transaction to which the corporation is a party shall not be required for approval of that transaction. Such action by written consent shall have the same force and effect as any other validly approved action of the board. All such consents shall be filed with the minutes of the proceedings of the board. Action without a meeting requires the unanimous consent of all directors, not just the consent of a quorum.