Bylaws of The Amy H Remley Foundation, Incorporated
A Not For Profit Corporation
Article I, The Amy H Remley Foundation
The name of the corporation shall be: The Amy H Remley Foundation, Incorporated, a not for profit corporation.
The corporation’s principle place of business shall be located in Citrus County at 1100 Southeast U.S. Highway 19,
Crystal River, Florida 34429.
Article II, Objectives
The Amy H Remley Foundation, Incorporated shall be a not-for-profit, charitable corporation under the Florida Not for
Profit Corporation Act and a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code, as amended.
No part of any earnings shall be to the benefit of any member or individual, except for specific services rendered and/or
as the Board of Directors shall direct.
Article III, Mission
The mission of The Amy H Remley Foundation, Incorporated, is to promote the recognition and understanding that water
is the foundation of human existence and is a vital resource for the well-being of the community as a whole within the
boundaries of Citrus County, Florida through education, science and charity within the meaning of Section 501(c)(3) of
the Internal Revenue Code, or the corresponding section of any future federal tax code. To further these purposes and
achieve the goals of the corporation, the corporation shall, but not limited to:
3.1 Promote and facilitate activities to enhance, preserve and restore water quality of use by the community as a
whole within the boundaries of Citrus County, Florida;
3.2 Encourage and facilitate public and private financial contributions for disbursement in support of activities to
enhance, preserve and restore water quality of use by the community as a whole within the boundaries of Citrus County,
3.3 Enable matching funds from public sources to be combined with those from private sources and be applied as
earmarked for a specific purpose within the purposes and goals of the corporation and within the boundaries of Citrus
3.4 Fund research into alga, submerged aquatic vegetation, nutrients, and techniques to control the growth in waters
of the aquifer, watersheds, springsheds, storage and transport of surface and underground waters within the boundaries
of Citrus County, Florida;
3.5 Fund trials to determine the efficiency of particular techniques to control alga, submerged aquatic vegetation,
and nutrients, in waters of the aquifer, watersheds, springsheds, storage and transport of surface and underground
waters within the boundaries of Citrus County, Florida;
3.6 Fund Florida based universities to provide scientific resources in aid of particular projects to further the
3.7 Fund scholarships for student studies to promote fields of work supported by the corporation;
3.8 Fund essential travel, subsistence, special tests or other equipment necessary to further the mission of the
3.9 Fund provisions of any power or equipment resources with respect to any project which supports the mission of the
3.10 Fund necessary permitting by governmental agencies or departments, for the purpose of promoting the mission,
purpose and administration of the corporation;
3.11 Solicit, receive, purchase and/or borrow, with or without security/collateral, real and personal property,
including funds by way of gifts, contributions and subscriptions and administer, own, hold, convey, transfer, disburse,
lend and sell for such charitable, scientific, literary and/or educational purposes as are permitted by Section 501(c)(3)
of the Internal Revenue Code, or the corresponding section of any future federal tax code, and no assets of the
corporation shall inure to the benefit of any private individual;
3.12 Maintain the corporations organization and operation solely for administrative and managerial purposes not
intending the corporation to show any net earnings, but if so, then ensuring that no part of any net earnings shall
inure to the benefit of any individual; and
3.13 Do any other thing incidental to or connected with the foregoing purposes or in the advancement thereof, but not
for the pecuniary profit or financial gain of the corporation’s directors except as permitted under the Florida
Not for Profit Corporation Act, Chapter 617, Florida Statutes. In furtherance of its corporate purposes, the corporation
shall have all general powers enumerated in Section 302 of the Florida Not for Profit Corporation Act, Chapter 617,
Article IV, Members
The corporation shall have no members other than the Directors and Officers of the corporation, as from time to time
may be appointed without discrimination as to race, physical handicap, sex, sexual orientation, national origin or age,
by the Board of Directors.
Article V, Board of Directors
5.1 Number and Qualifications. The Board of Directors shall consist of not less than three (3) and no more
than seven (7) persons, who share the mission and goals of the corporation. A Director must be a natural person of at
least 18 years of age, but need not be a citizen of the United States of America nor a resident of the State of Florida.
5.2 Officers. The officers of the Board of Directors shall be: President, Vice-President, Secretary, and
5.3 Election and Term. The Directors shall be elected at the annual meeting of the corporation and each
Director shall hold office for a term of three (3) years or until a successor is elected. Directors shall be elected by
unanimous vote at a meeting of the Board of Directors. Officers of the Board of Directors shall be elected yearly at the
annual meeting. Each Director shall hold office until a successor has been elected and qualified or until an earlier
resignation, removal from office, or death.
5.4 Duties. The Board of Directors shall exercise due diligence in the management of the affairs of the
corporation, and may at a meeting delegate duties to officers appointed by the Board of Directors.
(a) The Board of Directors shall have control of, and be responsible for, the management and the property of the
(b) The Board of Directors shall have the power to remove any officer.
(c) The Board of Directors shall have the power to do everything deemed necessary or expedient for the promotion of
the corporation’s welfare.
(d) The Board of Directors may declare an executive session at any time, and voting at executive sessions is limited
to Board members.
5.6 Compensation. The Board of Directors, by a unanimous decision of those Directors then in office, shall
have the authority to establish reasonable compensation for services to the corporation by Directors and Officers, or to
delegate that authority to establish reasonable compensation to one or more Officers or Directors. Nothing in these
bylaws shall be construed to preclude any Director from serving the corporation in any other capacity and receiving
compensation for that service.
5.7 Resignation. Any Director may resign at any time by giving written notice to the corporation, the Board of
Directors, or its Chairman. Resignation of any Director shall take effect when the notice is delivered unless the notice
specifies a later effective date, in which event the Board may fill the pending vacancy before the effective date if
they provide that the successor does not take office until the effective date.
5.8 Removal. Any Director may be removed at any time, with or without cause, by unanimous action of the Board
of Directors with the Director to be removed abstaining from the vote.
(a) The Directors of this corporation shall not be personally liable for its debts, liabilities, or other obligations.
The corporation indemnifies and agrees to hold harmless from all claims, liabilities, losses, or judgments any Director
or officer who is made a party or threatened to be made a party to any threatened, pending, or completed action, suit,
or proceeding, whether civil, criminal, administrative, or investigative (other than an action, suit, or proceeding by
or on behalf of the corporation to procure a judgment in its favor), brought to impose a liability or penalty on such
person for an act alleged to have been committed by such person in his or her capacity as Director, officer, employee,
or agent of the corporation against judgments, fines, amounts paid in settlement and reasonable expenses, including
attorneys’ fees reasonably incurred as a result of the action, suit, or proceeding or any appeal thereof, if such
person acted in good faith in the reasonable belief that such action was in, or not opposed to, the best interests of
the corporation, and in criminal actions or proceedings, without reasonable ground for belief that such action was
unlawful. The termination of any such action, suit, or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent shall not create a presumption that any such Director or officer did not act
in good faith in the reasonable belief that such action was in, or not opposed to, the best interests of the corporation.
Such person shall not be entitled to indemnification in relation to matters as to which such person has been adjudged to
have been guilty of gross negligence or willful misconduct in the performance of his or her duties to the corporation.
(b) Any indemnification under paragraph (a) above, shall be made by the corporation only as authorized in the
specific case after a determination that the amounts for which a Director or officer seeks indemnification were properly
incurred and that the Director or officer acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, and that, with respect to any criminal action or proceeding, the
Director had no reasonable ground for belief that such action was unlawful. Such determination shall be made by the
Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit, or
(c) The corporation shall be entitled to assume the defense of any person seeking indemnification after the Board of
Directors makes a preliminary determination that the person has met the applicable standards of conduct set forth in
paragraph (a) above, and after receipt of a written agreement by the person to repay all amounts expended by the
corporation in the defense, unless it shall ultimately be determined that the person is entitled to be indemnified by
the corporation as authorized in this article. If the corporation elects to assume the defense, the defense shall be
conducted by counsel chosen by the corporation and not objected to in writing for valid reasons by the person seeking
indemnification. In the event that the corporation elects to assume the defense of any such person and retains counsel
as provided in this paragraph (c), the person seeking indemnification shall bear the fees and expenses of any additional
counsel retained by him or her.
Article VI, Meetings of The Board Of Directors
6.1 Meetings. The Board of Directors shall meet at least three times in any calendar year with sufficient
advanced written notification. Sufficient advanced written notice shall be satisfied by receipt of mail or personal
delivery at least seven (7) days in advance of the meeting and stating the specific purpose for the meeting. Assent to
specific disbursements may be given remotely and be ratified at a subsequent Board meeting. The Board may, at any time
and from time to time, provide by resolution the time and place, either within or without the State of Florida, for the
holding of additional regular meetings of the Board without notice other than the resolution.
6.2 Annual Meetings. The Board of Directors shall meet annually to review the receipt and disbursement of
funds for the previous calendar year and to consider activities and plans for the subsequent calendar year. This meeting
will shall be designated an organizational meeting at which time the Directors shall make all necessary appointments to
standing committees and plan the year’s calendar. Directors will continue in office or be appointed as required.
The date, time, and place of the annual meetings shall be provided by resolution the time and place, either within or
without the State of Florida, for the holding of the annual meetings of the Board without notice other than the
6.3 Special Meetings. Special Board meetings may be called at any time upon a written request by three (3)
Directors. The written request shall designate any place, either within or without the State of Florida, as the place
for holding any special meeting of the Board called by them. If no designation is made, the place of the meeting shall
be the principal office of the corporation in Florida.
Notice of any special meeting of the Board may be given by any reasonable means, oral or written, and should be
preceded by at least two (2) days notice of the date, time and place of the meeting. Notice may be given either orally (by
telephone or in person), or by written notice delivered personally or mailed to each director at his or her business or
residence address. Neither the business to be transacted at, nor the purpose or purposes of any special meeting need to
be specified in the notice or in any written waiver of notice of the meeting.
6.4 Waiver of Notice of Meeting. Notice of a meeting of the Board of Directors need not be given to any
Director who signs a written waiver of notice before, during, or after the meeting. Attendance of a Director at a
meeting shall constitute a waiver of notice of the meeting and a waiver of any and all objections to the place of the
meeting, the time of the meeting, and the manner in which it has been called or convened, except when a Director states,
at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business
because the meeting is not lawfully called or convened.
6.5 Quorum. A simple majority of the number of directors fixed by, or in the manner provided in, these by-laws
shall constitute a quorum for the transaction of business. Whenever, for any reason, a vacancy occurs in the Board of
Directors, a quorum shall consist of a simple majority of the remaining Directors until the vacancy has been filled.
6.6 Manner of Action. The act of a unanimous decision of the Directors present at a meeting at which a quorum
is present when the vote is taken shall be the act of the Board of Directors. If there is no unanimous decision of the
Directors in which a quorum exists, then the status quo of the action shall prevail.
6.7 Presumption of Assent. A Director of the corporation who is present at a meeting of the Board of Directors
or a committee of the Board when corporate action is taken shall be presumed to have assented to the action taken,
unless he or she objects at the beginning of the meeting (or promptly upon arrival) to holding the meeting or
transacting specific business at the meeting, or he or she votes against or abstains from the action taken.
6.8 Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of
Directors or a committee of it may be taken without a meeting if the action is taken by all members of the Board of
Directors or the Committee. Action taken under this section is effective when the last Director signs the consent,
unless the consent specifies a different effective date. A consent signed under this section shall have the effect of a
meeting vote and may be described as such in any document.
6.9 Meetings by Means of Conference Telephone Call or Similar Electronic Equipment. Members of the Board of
Directors may participate in a meeting of the Board by means of a conference telephone call or similar communications
equipment if all persons participating in the meeting can hear each other at the same time. Participation by such means
constitutes presence in person at a meeting.
Article VII, COMMITTEES OF THE BOARD OF DIRECTORS
7.1 Committees. The Board of Directors, by resolution adopted by the unanimous consent of the Board, may
designate a committee for specific purposes within assigned time frames with such authority as deemed necessary and
appropriate and shall report to the Board of Directors.
7.2 Composition of Committees. Each committee must have at least one Director or officer of the corporation to
act as Chair of the Committee and any number of other co-opted qualified individuals as approved and deemed appropriate
by the Board of Directors.
Article VIII, Officers
8.1 Officers. The officers of the corporation shall be a president, vice president, a secretary , a treasurer
and any other officers and assistant officers as may be deemed necessary, and as shall be approved by the Board. Any two
or more offices may be held by the same person.
8.2 Appointment and Term of Office. The officers of the corporation shall be appointed annually by the Board
of Directors at the first meeting of the Board. If the appointment of the officers does not occur at this meeting, the
appointment shall occur as soon thereafter as practicable. Each officer shall hold office for one (1) year or until his
or her successor has been duly appointed and qualified, or until an earlier resignation, removal from office, or death.
8.3 Resignation. Any officer of the corporation may resign from his or her respective office or position by
delivering notice to the corporation. The resignation is effective when delivered unless the notice specifies a later
effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date,
the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor
does not take office until the effective date.
8.4 Removal. Any officer of the corporation may be removed from his or her respective office or position at
any time, with or without consent, by the Board of Directors.
8.5 President. The President shall be the Chief Executive Officer of the corporation and shall, subject to the
control of the Board of Directors, generally supervise and control all of the business and affairs of the corporation,
and shall be present at all meetings of the Board of Directors, and all committees of the Board of Directors on which he
or she may serve. In addition, the President shall possess, and may exercise, such power and authority, and shall
perform such duties, as may from time to time be assigned to him or her by the Board of Directors, and as are incident
to the offices of President and Chief Executive Officer.
8.6 Vice President. The Vice President shall possess, and may exercise, such power and authority, and shall
perform such duties, as may from time to time be assigned to him or her by the Board of Directors. The Vice President
shall act in the absence or disability of the President when such duties have been assigned to him or her by the Board
8.7 Secretary. The Secretary shall keep the minutes of the proceedings of the Board of Directors in one or
more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these by-laws
or as required by law; be custodian of the corporate records and of the seal of the corporation; and keep a register of
the post office address of each Director of the corporation. In addition, the Secretary shall possess, and may exercise,
such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the Board
of Directors and as are incident to the office of the Secretary.
8.8 Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds and
securities of the corporation; receive and give receipts for money due and payable to the corporation from any source
whatsoever; and deposit all such money in the name of the corporation in such banks, trust companies or other
depositories as shall be used by the corporation. The Treasure shall insure that the corporate financial records are
open at all times for inspection by the Board of Directors and shall present an accurate overview of the corporation’s
financial status at each annual meeting and regular meeting of the Board of Directors. In addition, the Treasurer shall
possess, and may exercise such power and authority, and shall perform such duties, as may from time to time be assigned
to him or her by the Board of Directors and as are incident to the office of Treasurer.
8.9 Other Officers, Employees, and Agents. Each and every other officer, employee, and agent of the
corporation shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time
to time be assigned to him or her by the Board of Directors, the officer appointing him or her, and such officer or
officers who may from time to time be designated by the Board to exercise supervisory authority.
8.10 Compensation. The compensation of the officers of the corporation shall be fixed from time to time by the
Board of Directors.
Article IX, Amendments
These by-laws may be altered, amended, or repealed, and new by-laws may be adopted, by action of the Board of
Directors, subject to the limitations of Chapter 617 of the Florida Statutes. Any such change to the by-laws shall be by
unanimous decision of the Board of Directors and be effective from the date of the next fiscal year of the corporation.
Article X, Dissolution
Upon dissolution of the corporation and after payment of all liabilities, the Board of Directors will dispose of all
of the assets of the corporation exclusively to any organization that is qualified as tax exempt under section 501(c)(3)
of the Internal Revenue code, engaged in similar activities to those within the purposes of the corporation as described
in these by-laws.