ByLaws

BYLAWS

 ARTICLE I

PURPOSES

 Section 1.  Nature of CorporationKeys to Peace, Inc.(KTP) is a nonprofit corporation formed and which is organized and shall be operated in accordance with the meaning and provisions of Section 501(c)(3) of the Internal Revenue Code and the regulations issued there under.

Section 2.  Primary PurposesKeys to Peace, Inc. is organized for the purposes set forth in its Articles of Incorporation which are filed with the State of Florida, and to create a compassionate, peaceable, sustainable Florida Keys community through education, affiliation, and innovation. All members, especially Board members, must be able to engage with others peacefully, compassionately, accepting-ly and lovingly.

ARTICLE II

BOARD OF DIRECTORS

 Section 1.  General Powers.  The Board of Directors shall have the general power to manage and control the affairs and property of Keys to Peace, Inc., and shall have full power, by majority vote, to adopt rules and regulations governing the action of the Board of Directors.

Section 2.  Number, Election, and Term of Office.  The Board of Directors shall consist of no less than three (3) members but no more than seven (7).  Directors must be residents of the State of Florida, either in residence full time or part time.  Election to the Board of Directors shall be by majority vote of the members of Keys to Peace, Inc., which shall occur, except in the case of filling vacancies, at each biennial meeting.  Each Director shall hold office for a term of two (2) years and thereafter until his successor is elected and qualified.

Section 3.  Officers.  Two members may be elected to serve as co-officers for a particular office, e.g., one or both members are part-time Florida Keys residents and are in touch with each other and the remaining officers via phone and/or email.

Two members serving as officers may not be partners or husband/wife or cohabiting with each other.

The Board of Directors may designate from among its members nominees, or members may nominate themselves, for President, Vice-President, Secretary, Treasurer and such other officers as it may consider appropriate. Co-Officers must determine what time period they will serve as officer in writing. Only one will have voting rights at a time.

Section 4.  Vacancies.  Any vacancy occurring on the Board of Directors prior to the expiration of a term shall be filled by such person as shall be elected by the remaining members of the Board of Directors.  A Director so elected to fill a vacancy shall hold office for the unexpired term of his predecessor in office.

 Section 5.  Annual and Regular Meetings.  The Board of Directors shall hold an annual meeting at such time and place as the Board of Directors shall by resolution prescribe.  The Board of Directors may by resolution prescribe the time and place of such other regular meetings. The Board shall also hold a biennial meeting for the purpose of election of Officers. All meetings will be conducted in accordance with Robert’s Rules of Order.

 Section 6.  Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors.  The person or persons authorized to call special meetings of the Board of Directors may fix any reasonable date, hour, and place, either within or without the state of Florida as the date, hour, and place for holding any special meeting of the Board called by them. All meetings will be conducted in accordance with Robert’s Rules of Order.

Section 7.  Notice.  Notice of any special meeting of the Board of Directors shall be given at least ten (10) days previously thereto by written notice delivered personally or sent by mail, email, telegram, facsimile or other means of electronic transmission to each Director at his address as shown in the records of the Keys to Peace, Inc.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid.  If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company.  If emailed, the date of such notice, regardless of when the recipient reads/acknowledges same shall be the date the email was sent. Any Director may waive notice of any meeting.  The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  The business to be transacted at, and the purpose of, any annual meeting of the Board of Directors need not be specified in the notice or waiver of notice of such meeting.

 Section 8.  Quorum and Proxies.  A majority of the total number of Directors in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; but, if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.  Proxies will be  permitted.

 Section 9.  Manner of Acting.  The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.

 Section 10.  Compensation.  Directors as such shall not receive any stated salaries for their services but may be reimbursed for reasonable expenses.  Nothing herein shall be construed to preclude any Director from serving Keys to Peace, Inc. in any other capacity and receiving compensation there from.

 Section 11.  Informal Action.  Any action may be taken without a meeting of the Directors if consent in writing setting forth the action so taken shall be signed by all of the Directors, or when such action occurs via email, response from each board member will suffice as a signature.

 Section 12.  Resignation; Removal. (a) A Director may resign from the Board of Directors at any time by giving notice of his resignation in writing addressed to the President or Secretary of Keys to Peace, Inc. or by presenting his written resignation at a biennial, annual, regular, or special meeting of the Board of Directors. (b) Except as otherwise provided by law, at any meeting of the Board of Directors called expressly for that purpose, any Director may be removed, with or without cause, by a two-thirds vote of the Directors then in office.

ARTICLE III

OFFICERS

 Section 1.  Officers.  The Officers of Keys to Peace, Inc. shall be a President, Vice President, Secretary, Treasurer, and such other Officers as may be elected in accordance with the provisions of this Article.  Not more than one office may be held simultaneously by the same person.

 Section 2.  Election and Term of Office.  The Officers of Keys to Peace, Inc. shall be elected by a majority vote of the membership and of the Board of Directors at the organizational meeting set up for such, except that new offices may be created and filled at any meeting of the Board of Directors.  Each Officer shall hold office for a term of two (2) year and thereafter until his successor shall have been duly elected and qualified.

 Section 3.  Removal.  Any Officer may be removed upon an affirmative vote of two-thirds of the entire Board of Directors, whenever in its judgment the best interests of Keys to Peace, Inc. would be served thereby.

 Section 4.  Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

 Section 5.  Duties.

President

To hold the position of the President requires an individual to be a full-time resident of the Florida Keys community—or is a part-time resident and intends to hold the position as co-officer with another part- or full-time resident—and has voting privileges. This individual would be viewed as an icon of KTP’s philosophy of co-creating peace internally, in family and within the community. The President is an individual who is the spokesperson for Keys to Peace and can function as a leader to inspire peace and synergy and to minimize conflicts within KTP’s elected Officers, Leadership Teams, general membership and society. The responsibilities of this position are;

  • To serve for a two year term with voting privileges
  • Serve as a leader of peace to the organization and society
  • Be in alignment with KTP’s vision and mission statements
  • Be knowledgeable of KTP’s projects and events
  • Communicate on a regular basis with KTP’s Officers to ensure that the group is in alignment with its mission and vision statements
  • To address any internal conflicts and assist in finding solutions
  • Advise the Secretary on a monthly basis of any changes or updates within the local business environment
  • Review and approve monthly executive meeting agendas
  • Attends executive monthly meetings
  • Attends and supports KTP events and projects
  • Is good with people, has good organizational and communication skills and the use of a computer

Vice-President

To hold the position of the Vice-President requires that an individual to be a full-time resident of the Florida Keys community—or is a part-time resident and intends to hold the position as co-officer with another part- or full-time resident— and has voting privileges. This individual would support the President as a back-up and as a community outreach and spokesperson. This individual would be in alignment with KTP’s mission and vision. The Vice-President is responsible for setting-up and interacting on a regular basis with KTP’s Advisory Board and providing regular updates to the President and Secretary. The responsibilities of this position are;

  • To serve for a two year term with voting privileges
  • Be in alignment with KTP’s mission and vision statements
  • Be knowledgeable of KTP’s projects and events
  • Provide monthly updates to the President and stay in regular communication with the executive members and advisory board
  • Assist the President as a community spokesperson and ensure the group’s alignment with KTP’s mission and vision
  • Provide updates of the Advisory Board’s activities to the Secretary for monthly meeting agenda items
  • Attends monthly executive meetings
  • Attends and supports KTP events and projects
  • Is good with people, and has good organizational and communication skills and the use of a computer

Treasurer

To hold the position of the Treasurer requires that an individual to be a full-time resident of the Florida Keys community—or is a part-time resident and intends to hold the position as co-officer with another part- or full-time resident—and has voting privileges. This individual would be in alignment with KTP’s mission and vision. This position requires someone with an understanding of bookkeeping and interacts closely with KTP’s bookkeeper to collect financial reports from the bookkeeper and provide them on a monthly basis to the President and Secretary to be reviewed at monthly meetings. This individual would have the knowledge of KTP’s bookkeeping systems and the ability to function as a back-up to the bookkeeper if a situation arises. It would also be helpful if this individual has experience with grant writing, balance sheet statements and business forecasts or projections. The responsibilities of this position are;

  • To serve for a two year term and has voting privileges
  • Be in alignment with KTP’s mission and vision statements
  • Be knowledgeable of KTP’s projects and events
  • Communicate with the bookkeeper on a monthly basis and provide support when necessary
  • Provide monthly financial updates to the Board at monthly meetings, President and Secretary and stay in regular communication with the other executive officers and during monthly meetings
  • Provide an annual Balance Sheet statement to the President and Secretary
  • Attends monthly executive meetings
  • Attends and supports KTP events and projects
  • Insures all monies from any event are reconciled with Bookkeeper. If Bookkeeper and Treasurer are the same person, then another board member must oversee.
  • Is good with people, and has the use of a computer

Secretary

To hold the position of the Secretary requires that an individual to be a full-time resident of the Florida Keys community—or is a part-time resident and intends to hold the position as co-officer with another part- or full-time resident—and has voting privileges. This individual would be in alignment with KTP’s mission and vision. This position requires someone with strong organizational, computer and communication skills who can coordinate and compiles monthly agenda items from the Executive Officers, Leadership Team and general members requested monthly agenda items. The Secretary is responsible for recording the minutes of monthly meetings and results and identifying and compiling future meeting agenda items and issues and delivering those to the President for approval one month in advance of the executive monthly meeting. This individual is responsible for tracking, compiling and producing a year-end report of all events and projects produced by the Keys to Peace organization and delivering to the President, Executive Members and Leadership electronically at the conclusion of a calendar year. The responsibilities of this position are;

  • To serve for a two year term with voting privileges
  • Be in alignment with KTP’s mission and vision statements
  • Be knowledgeable of KTP’s projects and events
  • Requires strong organizational, computer and communication skills
  • Coordinates and compiles monthly agenda items to the President for approval and then to the Executive Officers and Leadership Team for monthly meetings.
  • Records monthly meeting minutes and compiles future agenda meeting items
  • Tracks and produces the year-end events calendar
  • Communicate with the President, Executive and Leadership members on a monthly basis and provides electronic events and agenda updates
  • Attends monthly executive meetings
  • Attends and supports KTP events and project
  • Is good with people and has the use of a computer

Membership Director (At Large)

To hold the position of the Director of Memberships requires that an individual to be a full-time resident of the Florida Keys community—or is a part-time resident and intends to hold the position as co-officer with another part- or full-time resident— and has voting privileges. This individual would be in alignment with KTP’s mission and vision. This position requires someone who strongly believes in joy and peace as a way of life. This individual enjoys working with people, can inspire others to see their vision and enjoys networking and enrolling people in KTP’s vision, events and projects to create a happier, healthier and more peaceful community. This person is responsible for heading a committee that tracks, compiles and produces a list of new enrollments to be electronically delivered to the Bookkeeper on a quarterly basis. The responsibilities of this position are;

  • To serve for a two year term with voting privileges
  • Be in alignment with KTP’s mission and vision statements
  • Have an understanding of KTP’s projects and events
  • Requires a passion for spreading peace in the world
  • Is good with people, and has good organizational, communication skills and use of a computer
  • Coordinates and compiles quarterly enrollment information to the Bookkeeper for inclusion in executive meetings and reports
  • Can head a committee to electronically track, compile and deliver new enrollments on a quarterly basis to the Bookkeeper and Email Consultant
  • Attends monthly executive meetings
  • Attends and supports KTP events and projects
  • Is good with people and has the use of a computer

Volunteer Director (At Large)

To hold the position of the Volunteer Director requires that an individual to be a full-time resident of the Florida Keys community—or is a part-time resident and intends to hold the position as co-officer with another part- or full-time resident— and has voting privileges. This individual would be in alignment with KTP’s mission and vision. This position requires someone who likes people, enjoys working with groups in a joyful, peaceful and productive manner. This individual can inspire others to see their vision of helping others and in KTP’s vision, events and projects to create a happier, healthier and more peaceful community. This individual is responsible for providing educational and fun gatherings for the volunteer base.

The responsibilities of this position are;

  • To serve for a two year term with voting privileges
  • Be in alignment with KTP’s mission and vision statements
  • Have an understanding of KTP’s projects and events
  • Requires a passionate for others
  • Enjoys people, organizing and working with groups of people and use of a computer
  • Coordinates and compiles quarterly enrollment information to the Bookkeeper for inclusion in executive meetings and reports
  • Can head a committee to electronically track, compile and deliver volunteers on a quarterly basis to be provided to the Bookkeeper
  • Works closely with Events Director to establish needs and requirements
  • Attends monthly executive meetings
  • Attends and supports KTP and Volunteer social events

Events Director (At Large)

To hold the position of the Events Director requires that an individual to be a full-time resident of the Florida Keys community—or is a part-time resident and intends to hold the position as co-officer with another part- or full-time resident— and has voting privileges. This individual would be in alignment with KTP’s mission and vision. This position requires someone who is creative and has skill in producing events. The person has ability to coordinate several different tasks and enjoys working with groups in a joyful, peaceful and productive manner. This individual can inspire others to see the necessity for good organizational communications and logistics, and understands the importance of creating a joyful environment in producing KTP’s events and projects that establish a happier, healthier and more peaceful community. The responsibilities of this position are;

  • To serve for a two year term with voting privileges
  • Be in alignment with KTP’s mission and vision statements
  • Have an understanding of KTP’s projects and events
  • Requires a passion for producing joyful and educational events
  • Enjoys people, organizing and working with groups of people and has the use of a computer
  • Coordinates and compiles quarterly events information to the board for inclusion in executive meetings and reports –
  • Can head a committee to electronically track, compile and deliver events and projects on a regular basis to be provided to the webmaster, Email Consultant and Secretary
  • Works closely with the Volunteer Director to establish needs and requirements
  • Attends monthly executive meetings
  • Attends and supports KTP and Volunteer social events

Logistics Director (At Large)

To hold the position of the Logistics Director requires that an individual to be a full-time resident of the Florida Keys community—or is a part-time resident and intends to hold the position as co-officer with another part- or full-time resident— and has voting privileges. This individual would be in alignment with KTP’s mission and vision. This position requires someone who is creative and has skill in supporting events logistically. The person has the ability to coordinate what is needed for all events, compile inventory on the computer or by hand of goods that will be sold or handed out, and support KTP’s events in a productive manner from setup to break-down, ensuring that all items are delivered and retrieved in a timely manner.

The responsibilities of this position are;

  • To serve for a two year term with voting privileges
  • Be in alignment with KTP’s mission and vision statements
  • Have an understanding of KTP’s projects and events
  • Requires a passion for supporting all events in an organized manner
  • Enjoys organizing, planning and has the use of a computer for documentation and inventory purposes
  • Coordinates loading, delivery and pickup of all items used at all events Keys to Peace in a timely manner and either stores, or has access to storage, of all items used for said events
  • Works closely with the Volunteer Director and the Events Director to establish needs and requirements
  • Attends monthly executive meetings
  • Attends and supports KTP and Volunteer social events

Peace Education Director (At Large)

To hold the position of the Peace Education Director requires that an individual to be a full-time resident of the Florida Keys community—or is a part-time resident and intends to hold the position as co-officer with another part- or full-time resident— and has voting privileges. This individual would be in alignment with KTP’s mission and vision. This position requires someone who is creative and has skill in teaching, as well as organizing educational events. The person enjoys working with groups in a joyful, peaceful and productive manner. This individual can inspire others to see the necessity for good organizational communications and understands the importance of creating a joyful environment in producing KTP’s educational events, classes, study groups, and seminars that establish a happier, healthier and more peaceful community. The responsibilities of this position are;

  • To serve for a two year term with voting privileges
  • Be in alignment with KTP’s mission and vision statements
  • Have an understanding of KTP’s projects, mission, and events
  • Requires a passion for teaching at educational events
  • Enjoys people, organizing and working with groups of people and has the use of a computer
  • Is able to create a syllabus for any educational event, including study groups and seminars
  • When either children or the elderly are served in a classroom setting, the Peace Education Director will, if necessary, delegate or assign a Vice Peace Education Director to head and/or teach the required material (and possibly more than one…)
  • Works closely with the all other Directors to establish needs and requirements
  • Attends monthly executive meetings
  • Attends and supports KTP and Volunteer social events

 ARTICLE IV

REGULAR COMMITTEES

 Section 1.  Purposes.  The Board of Directors may establish such regular committees to assist it in the performance of its duties as it considers appropriate.

 Section 2.  Number, Election, and Term of Office.  The number of members of each regular committee shall be determined by the Board of Directors.  Members of each regular committee shall be elected by the affirmative vote of a majority of the Board of Directors and shall serve until resignation or removal by the affirmative vote of a majority of the Board of Directors.

 Section 3.  Officers.  The President may designate from among the members of each regular committee a Chairman and Vice Chairman of such committee, and such other officers as the President may determine.  The Chairman, Vice Chairman, and any other officers of each such committee shall have such duties as the President prescribes.

 Section 4.  Vacancies.  Vacancies in the membership of any committee shall be filled by the Board of Directors.

 Section 5.  Quorum.  Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at the meeting at which a quorum is present shall be the act of the committee.

 Section 6.  Rules.  Each committee may adopt rules for its own government not inconsistent with the Bylaws or with rules adopted by the Board of Directors and each meeting held will be in accordance with Roberts Rules of Order. No member of Keys to Peace, Inc. is authorized to act on behalf of Keys to Peace, Inc. unless and/or until they have prior board approval.

 Section 7.  Powers.  Each regular committee shall have such powers as the Board of Directors may grant it consistent with law, the Articles of Incorporation, and the Bylaws.                                                                                  

ARTICLE V

ADVISORY COMMITTEES

 Section 1.  Purpose.  The Board of Directors may establish an Advisory Board and such other advisory committees as it considers appropriate.  The purpose of all such committees shall be to advise the Board of Directors on such matters relating to Keys to Peace, Inc. as the Board of Directors designates.

 Section 2.  Number, Election, and Term of Office.  The number of members of each advisory committee shall be as determined by the Board of Directors.  Members of each advisory committee shall be elected by the affirmative vote of a majority of the Board of Directors and shall serve until resignation or removal by the affirmative vote of a majority of the Board of Directors.

 Section 3.  Powers.  Each advisory committee shall have the power to advise the Board of Directors and such other powers as the Board of Directors may grant it consistent with law, the Articles of Incorporation, and the Bylaws.

 

ARTICLE VI

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

 Section 1.  Contracts.  The Board of Directors may authorize any Officer or Officers, agent or agents of Keys to Peace, Inc., in addition to or in place of the Officers so authorized by the Bylaws, to enter into a contract or execute and deliver any instrument or document in the name and on behalf of Keys to Peace, Inc., and such authority may be general or confined to specific instances. No member may, individually, act on behalf of Keys to Peace, Inc. without the board’s full knowledge, direction and approval in any instance toward any contract or endeavor.

 Section 2.  Checks, Drafts, and Similar Documents.  All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of Keys to Peace, Inc., shall be signed by such Officer or Officers and/or agent or agents of Keys to Peace, Inc. and in such manner as shall from time to time be determined by resolution of the Board of Directors. In addition, all checks issued in the name of Keys to Peace, Inc. will be signed by two designated officers—the bookkeeper and one other authorized board member or member of the Leadership Team.

Section 3.  Deposits.  All funds of Keys to Peace, Inc. shall be deposited from time to time to the credit of Keys to Peace, Inc. in such banks, trust companies or other depositories as the Board of Directors may select.

 Section 4.  Gifts and Contributions.  The Board of Directors may accept on behalf of Keys to Peace, Inc. any contribution, gift, bequest, or devise for the general purposes or for any special purpose of Keys to Peace, Inc.  Such contributions, gifts, bequests, or devises shall be in conformity with the laws of the United States, the State of Florida, and any other relevant jurisdiction.

ARTICLE VII

BOOKS AND RECORDS

 Keys to Peace’s bookkeeper (with the assistance of appointed board member) shall keep correct and complete books and records of account and also shall keep minutes of the proceedings of its Board of Directors and Leadership Team meetings, and any committees having any of the authority of the Board of Directors.

 ARTICLE VIII

FISCAL YEAR

 The fiscal year of Keys to Peace, Inc. shall begin on the first day of April and end on the last day of March in each year.

 ARTICLE IX

INDEMNIFICATION

 Indemnification. Any officer, director or employee of Keys to Peace, Inc. shall be indemnified and held harmless to the full extent of the law.

  1. Insurance. Keys to Peace, Inc. may, but is not required to, obtain insurance providing indemnification of directors, officers and employees.

 ARTICLE X

STATEMENT OF NONDISCRIMINATION

 Keys to Peace, Inc. shall not discriminate against any director, officer, employee, applicant, participant, or volunteer on the basis of gender, race, ethnicity, religion, or national origin.

ARTICLE XI

CONFLICT OF INTEREST

 Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the board shall ensure that:

  1. The interest of such officer or director is fully disclosed to the board of directors.
  2. No interested officer or director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting of the board of directors at which such matter is voted upon.
  3. Any transaction in which a director or officer has a financial or personal interest shall be duly approved by members of the board of directors not so interested or connected as being in the best interests of the organization.
  4. Payments to the interested officer or director shall be reasonable and shall not exceed fair market value.
  5. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.

 ARTICLE XII

AMENDMENTS TO BYLAWS

 Bylaws must be reviewed at least once a year. The Bylaws may be altered, amended or repealed and new Bylaws may be adopted by majority vote of the Board of Directors present at any annual, regular or special meeting, if at least fifteen (15) days written notice is given of intention to alter, amend or repeal the Bylaws or to adopt new Bylaws at such meeting.