The FLCGA provides support and assistance for citizens and investigative journalists working to ensure government accountability and transparency
(as adopted February 22, 2021)
NAME AND PURPOSE
The name of this corporation is The Florida Center for Government Accountability, Inc. The purposes for which it is formed, as stated in the Articles of Incorporation, are to operate for the purpose of benefiting the public interest by encouraging government accountability and civic engagement, by:
1. encouraging government accountability and civic engagement through open government and journalistic initiatives;
2. educating citizens and the media on state open government laws and assist in acquiring public records pursuant to those laws;
3. engaging in publishing activities including but not limited to the printing, publication and distribution of original material or material printed or published by others and distributed by the Corporation; and
4. educating and training journalism and law students through year-round internship programs.
PRINCIPAL OFFICE AND RESIDENT AGENT
The corporation shall have its principal office in Leon County, Florida and may conduct its activities at any place or places in the state, the nation or elsewhere. The corporation shall have in Leon County a designated agent authorized to accept service of process for the corporation.
BOARD OF TRUSTEES
1. The powers of the corporation shall be exercised, its properties controlled, and its affairs conducted by a Board of Trustees to be compromised of a minimum of five and no more than twelve trustees. All trustees make an annual in cash or gift in kind donation to The Center of at least $5,000.
2. Trustees shall be elected by a majority vote of the Trustees and shall serve a three-year term. If approved by a majority vote of the Board of Trustees, a Trustee may be approved to serve additional terms. Trustees shall be selected from representatives of the citizens of Florida and organizations serving the public, including representatives of Florida’s news media and members of the Florida Bar. All trustees shall be approved by a majority vote of the Board of Trustees.
3. (a) In addition to an executive committee, the Board of Trustees may create standing committees of continuing existence relating to finance, development, governance, strategic planning, journalism initiatives and public access and litigation initiatives. The duties of each committee shall be determined by the President and approved by a majority vote of the Trustees. The President may create special committees from time to time as the need arises.
(b) Members of regular and special committees shall be appointed by the President and members of each committee shall select either co-chairs or a chair and a vice chair from among committee members. Those who are not members of the Board of Trustees may be appointed to serve on standing and special committees.
(c) Any action required or permitted to be taken by the Board of Trustees under these Bylaws or any provision of law may be delegated by the Board to the President or any committee of the Board.
4. Meetings of the Board of Trustees may be scheduled at such times and at such places as the Trustees deem appropriate and shall be conducted at least quarterly. The President may call a special meeting of the Trustees for any purpose upon notice being given at least five days in advance of the special meeting. Meetings of the Board of Trustees, including committee meetings, may be held by video-conferencing.
5. A majority of the total number of Trustees shall constitute a quorum at any meeting of The Center. A trustee may designate in writing another trustee or advisory board member as his or her proxy for the purposes of establishing a quorum at any meeting.
OFFICERS AND DUTIES
The Board of Trustees shall elect from among its members a President, Vice President, Secretary and Treasurer. These officers shall be elected for two-year terms of office by a majority vote of the Board and may be re-elected at the expiration of their term. Any officer may be removed at any time by an affirmative vote of a majority of the whole Board of Trustees.
(a) The President shall be the chief elected officer of The Center. It shall be the duty of the President to preside at all regular and special meetings of the affairs of The Center. The President shall have general supervision of the affairs of The Center and shall make reports to the Board of Trustees at regular and special meetings and other times as necessary to keep them informed of The Center’s activities.
(b) The Vice President shall perform the duties and have the powers of the President when the President is absent or unable to perform his or her duties. Other duties of the Vice President may be designated by the Board of Trustees or the President.
(c) The Secretary shall keep accurate records of all Center meetings; ensure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; maintain corporate records; and perform all duties of the office of the Secretary and such other duties as may be assigned by the President or the Board of Trustees. The Secretary may request that a senior member of The Center staff perform such duties as necessary.
(d) The Treasurer shall review the financial operations of the organization and advise the President and Vice President on financial matters; receive monies for The Center, issue checks on those monies, and keep and render as required a true accounting thereof; make financial reports to the Board of Trustees at regular and special meetings; and perform such other duties as assigned by the President or the Board of Trustees. The Treasurer may request that a senior member of The Center staff perform such duties as necessary.
The Board of Trustees may, at its discretion and by a majority vote of the Board, create an advisory board of up to 18 members. The Florida Center for Government Accountability Advisory Board members shall be leaders and experts in areas of importance to The Center, including the advancement of civic engagement, government transparency, investigative journalism, information technology and data acquisition, social media, marketing and philanthropy. The Advisory Board shall meet at least once a year to review The Center’s activities and provide guidance on positioning, programs, projects and fundraising, both short and long term. The chair of the Advisory Board shall serve on The Florida Center for Government Accountability Board of Trustees. Meetings of the Advisory Board may be held by video-conferencing.
CONFLICT OF INTEREST
The Florida Center for Government Accountability will adopt a conflict of interest policy and all board trustees, staff and directors shall sign a conflict of interest statement attesting to their understanding of such policy.
Contributions to the Center shall be acknowledged by a receipt or appropriate certificate and carry such privileges as may be determined by the Board of Trustees.
1. The administrative and fiscal years of the corporation shall be January 1 – December 31 of each year.
2. The accounts of The Center shall be reviewed annually by a Certified Public Accountant and audited upon the advice from the Certified Public Accountant and the Treasurer.
3. Whenever any notice is required by the Bylaws, it shall be deemed to be sufficient if mailed or emailed to the last known address of the intended recipient.
4. Voting on all matters, including the election of Trustees and officers, may be conducted by mail, electronic, facsimile transmission, or video conferencing.
These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority vote of the entire Board of Trustees at any regular meeting, special meeting, electronic mail, or video conferencing, provided that at least ten days written notice is given of the intention to alter, amend or repeal or to adopt new Bylaws at such meeting.
DEDICATION OF ASSETS
The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall inure to the benefit of any trustee, officer or director or to the benefit of any private individual, except that The Center shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Article I hereof.4
DISTRIBUTION OF ASSETS
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all if its debts and liabilities of the corporation shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code, or corresponding provisions of subsequent federal laws.