Current Committee Members
President: Clifton L. Best
Vice-President: Chris Williams
Secretary and Advertising Director: Valorie Ryan
Merchandise/Raffle Director: Tommy Gillis
Treasurer: Susan Gotwals
Webmaster: Dan Ward
Brevard Backyard Beekeepers Inc. Bylaws
ARTICLE I. NAME OF COMPANY
The name of the Company is BREVARD BACKYARD BEEKEEPERS INC.
ARTICLE II. CORPORATE PURPOSE
Section 1. Nonprofit Purpose
This Company is organized and will be operated to foster the development, education and
training of beekeepers in Brevard County, Florida, to exchange information regarding bee
keeping, to educate the public on beekeeping, and to promote best practices in the
management, protection, health and production of honey bee colonies.
Section 2. Specific Purpose
The Company will hold monthly meetings to provide information, education and training on
beekeeping and beekeeping practices to members and the general public and to conduct public
demonstrations of beekeeping practices, to promote beekeeping and honey production and
generally to provide information and education on beekeeping and honey production.
The specific objectives and purpose of this Company shall be:
a. to provide instruction in the production of honey and management of honey bee hives
to members and the public;
b. to provide facilities, equipment and active honey bee hives for participants to engage in
the promotion, management and participation honey beekeeping;
c. to provide opportunities for participants to engage in recreational, hobby beekeeping
and honey production activities
d. to sponsor, host and/or participate in events and activities that promote beekeeping in
Brevard County, Florida;
e. to extract, bottle, label and sell honey produced by the Company for fund-raising
purposes and for promotional activities
ARTICLE III. MEMBERSHIP
Section 1. Eligibility for Membership
Application for voting membership shall be open to any current resident, property owner,
business operator, or employee of any entity in Brevard County, Florida that supports the
purpose statement in Article II, Section 2. Membership is granted after completion and receipt
of a membership application and annual dues. All memberships shall be granted upon a
majority vote of the board.
Section 2. Annual Dues
The amount required for annual dues shall be $25 each year, unless changed by a majority vote
of the members at an annual meeting of the full membership. Continued membership is
contingent upon being up-to-date on membership dues.
Section 3. Rights of Members
Each member shall be entitled to one vote and shall eligible to appoint one voting
representative to cast the member’s vote in association elections.
Section 4. Resignation and Termination
Any member may resign by filing a written resignation with the secretary. Resignation shall not
relieve a member of unpaid dues, or other charges previously accrued. A member can have
their membership terminated by a majority vote of the membership.
Section 5. Non-voting Membership
The board shall have the authority to establish and define non-voting categories of
ARTICLE IV. MEETINGS OF MEMBERS
Section 1. Regular Meetings
Regular meetings of the members shall be held monthly, at a time and place designated by the
Section 2. Annual Meetings
An annual meeting of the members shall take place in the month of May, the specific date, time
and location of which will be designated by the chair. At the annual meeting the members shall
elect directors, receive reports on the activities of the association, and determine the direction
of the association for the coming year.
Section 3. Special Meetings
Special meetings may be called by the chair, the Executive Committee, if any, or a simple
majority of the board of directors. A petition signed by five percent (5%) of voting members
may also call a special meeting.
Section 4 Notice of Meetings
Printed notice of each special meeting shall be given to each voting member, by mail, not less
than two weeks prior to the meeting. Notice of each regular meeting shall be given at the prior
Section 5. Quorum
A quorum for a meeting of the members shall consist of at least twenty percent (20)% of the
Section 6. Voting
All issues to be voted on shall be decided by a simple majority of those present at the meeting
in which the vote takes place.
ARTICLE V. BOARD OF DIRECTORS
Section 1. General Powers
The affairs of the Company shall be managed by its Board of Directors. The Board of Directors
shall have control of and be responsible for the management of the affairs and property of the
Section 2. Number, Tenure, Requirements, and Qualifications
The number of Directors shall be fixed from time-to-time by the Directors but shall consist of no
less than five (5) nor more than seven (7) members, including the following officers: the
President, the Vice-President, the Secretary, and the Treasurer.
The members of the Board of Directors shall, upon election, immediately enter upon the
performance of their duties and shall continue in office until their successors shall be duly
elected and qualified. All members of the Board of Directors must be approved by a majority
vote of the members present and voting. No vote on new members of the Board of Directors
shall be held unless a quorum of the Board of Directors is present as provided in Section 6 of
No two members of the Board of Directors related by blood or marriage/domestic partnership
within the second degree of consanguinity or affinity may serve on the Board of Directors at the
Each member of the Board of Directors shall be a member of the Company whose membership
dues are paid in full and shall hold office for a one-year term as submitted by the nominations
At the conclusion of the initial one-year term, members of the Board of Directors may serve
additional one year terms if re-e3lected at the next Annual Meeting.
Each member of the Board of Directors shall attend at least nine (9) monthly meetings of the
Board per year.
Section 3. Regular and Annual Meetings
An annual meeting of the Board of Directors shall be held at a time and day in the month of
May of each calendar year and at a location designated by the Board of Directors, immediately
following the Annual Meeting of the members. The Board of Directors may provide by
resolution the time and place, for the holding of regular meetings of the Board. Notice of these
meetings shall be sent to all members of the Board of Directors no less than five (5) days, prior
to the meeting date.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President
or any two members of the Board of Directors. The person or persons authorized to call special
meetings of the Board of Directors may fix any location, as the place for holding any special
meeting of the Board called by them.
Section 5. Notice
Notice of any special meeting of the Board of Directors shall be given at least two (2) days in
advance of the meeting by telephone, facsimile or electronic methods or by written notice. 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. Neither the business to be transacted at, nor the purpose of, any
regular meeting of the Board of Directors need be specified in the notice or waiver of notice of
such meeting, unless specifically required by law or by these by-laws.
Section 6. Quorum
The presence, in person of a majority of current members of the Board of Directors shall be
necessary at any meeting to constitute a quorum to transact business, but a lesser number shall
have power to adjourn to a specified later date without notice. The act of a majority of the
members of the Board of 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 expressly required by
law or by these by-laws.
Section 7. Forfeiture
Any member of the Board of Directors who fails to fulfill any of his or her requirements as set
forth in Section 2 of this Article by May1st shall automatically forfeit his or her seat on the
Board. The Secretary shall notify the Director in writing that his or her seat has been declared
vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy.
Members of the Board of Directors who are removed for failure to meet any or all of the
requirements of Section 2 of this Article are not entitled to vote at the annual meeting and are
not entitled to the procedure outlined in Section 14 of this Article in these by-laws.
Section 8. Vacancies
Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by
a majority vote of the remaining members of the Board of Directors at a regular meeting.
Vacancies may be created and filled according to specific methods approved by the Board of
Section 9. Compensation
Members of the Board of Directors shall not receive any compensation for their services as
Section 10. Informal Action by Directors
Any action required by law to be taken at a meeting of the Directors, or any action which may
be taken at a meeting of Directors, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Directors
following notice of the intended action to all members of the Board of Directors.
Section 11. Confidentiality
Directors shall not discuss or disclose information about the Company or its activities to any
person or entity unless such information is already a matter of public knowledge, such person
or entity has a need to know, or the disclosure of such information is in furtherance of the
Company’s’ purposes, or can reasonably be expected to benefit the Company. Directors shall
use discretion and good business judgment in discussing the affairs of the Company with third
parties. Without limiting the foregoing, Directors may discuss upcoming fundraisers and the
purposes and functions of the Company, including but not limited to accounts on deposit in
Section 12. Advisory Council
An Advisory Council may be created whose members shall be elected by the members of the
Board of Directors annually but who shall have no duties, voting privileges, nor obligations for
attendance at regular meetings of the Board. Advisory Council members may attend said
meetings at the invitation of a member of the Board of Directors. Members of the Advisory
Council shall possess the desire to serve the community and support the work of the Company
by providing expertise and professional knowledge.
Section 13. Parliamentary Procedure
Any question concerning parliamentary procedure at meetings shall be determined by the
President by reference to Robert’s Rules of Order.
Section 14. Removal.
Any member of the Board of Directors or members of the Advisory Council may be removed
with or without cause, at any time, by vote of three-quarters (3/4) of the members of the Board
of Directors if, in their judgment, the best interest of the Company would be served thereby.
Each member of the Board of Directors must receive written notice of the proposed removal at
least ten (10) days in advance of the proposed action. An officer who has been removed as a
member of the Board of Directors shall automatically be removed from office.
Members of the Board of Directors who are removed for failure to meet the minimum
requirements in Section 2 of this Article in these by-laws automatically forfeit their positions on
the Board pursuant to Section 7 of this Article, and are not entitled to the removal procedure
outlined in Section 14 of this Article.
ARTICLE VI. OFFICERS
The officers of this Board shall be the President, Vice-President, Secretary and Treasurer. All
officers must have the status of active members of the Board.
Section 1. President
The President shall have the following duties:
a. He/She shall preside at all meetings.
b. He/She shall have general and active management of the business of the Company.
c. He/She shall see that all orders and resolutions of the Board are brought to the
d. He/She shall have general superintendence and direction of all other officers of this
Company and see that their duties are properly performed.
e. He/She shall submit a report of the operations of the program for the fiscal year to the
members at their annual meetings, and from time to time, shall report to the Board all
matters that may affect this Company.
f. He/She shall be Ex-officio member of all standing committees and shall have the power
and duties usually vested in the office of the President.
Section 2. Vice-President
The Vice-President shall be vested with all the powers and shall perform all the duties of the
President during the absence of the latter.
Section 3. Secretary
The Secretary shall attend all meetings of the Board and of the members, and will act as a clerk
thereof. The Secretary’s duties shall consist of:
a. He/She shall record all votes and minutes of all proceedings in a book to be kept for that
purpose. He/She in concert with the President shall make the arrangements for all
meetings of the Board and members, including the annual meeting of the Company.
b. He/She shall send notices of all meetings to the members
c. He/She shall perform all official correspondence from the Board as may be prescribed
by the Board or the President.
Section 4. Treasurer
The Treasures duties shall be:
a. He/She shall submit for approval of all expenditures of funds and proposed capital
b. He/She shall present a complete and accurate report of the finances at each meeting of
the Board and the members, or at any other time upon request of the Board.
c. He/She shall assist in direct audits of the funds of the Company if and as required.
d. He/She shall perform such other duties as may be prescribed by the Board or the
President under whose supervision he/she shall act.
Section 5. Election of Officers
The Nominating Committee shall be appointed annually by the Board and shall submit at the
Board meeting prior to the annual meeting the names of those persons recommended for the
respective offices of the Company. Nominations shall also be received from the floor at the
Annual Meeting after the report of the Nominating Committee. The election shall be held at the
annual meeting of the members. Those officers elected shall serve a term of one (1) year,
commencing at the next meeting following the annual meeting.
Officers of the Executive Committee shall be eligible to succeed themselves in their respective
offices for two (2) terms only.
Section 6. Removal of Officer
The Board with the concurrence of 3/4 of the members of the Board voting at the meeting may
remove any officer of the Board of Directors and elect a successor for the unexpired term. No
officer of the Board of Directors shall be expelled without an opportunity to be heard and
notice of such motion of expulsion shall be given to the member in writing ten (10) days prior to
the meeting at which motion shall be presented, setting forth the reasons of the Board for such
Section 7. Vacancies
The Nominating Committee shall also be responsible for nominating persons to fill vacancies
which occur between annual meetings, including those of officers. Nominations shall be sent in
writing to members of the Board at least two (2) weeks prior to the next meeting at which the
election will be held. The persons so elected shall hold membership or office for the unexpired
term in respect of which such vacancy occurred.
ARTICLE VII. COMMITTEES
Section 1. Committee Formation
The board may create committees as needed, such as fundraising, housing, public relations,
data collection, etc. The board chair appoints all committee chairs.
Section 2. Executive Committee
The four officers serve as the members of the Executive Committee. Except for the power to
amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the
powers and authority of the board of directors in the intervals between meetings of the board
of directors, and is subject to the direction and control of the full board.
Section 3. Finance Committee
The Board may appoint a Finance Committee. The treasurer will the chair of any Finance
Committee, which includes two other board members. The Finance Committee is responsible
for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with
staff and other board members. The board must approve the budget and all expenditures must
be within budget. Any major change in the budget must be approved by the board or the
Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to
be submitted to the board showing income, expenditures, and pending income. The financial
records of the Company are public information and shall be made available to the membership,
board members, and the public.
ARTICLE VIII. Conflict of Interest and Compensation
Section 1: Purpose
The purpose of the conflict of interest policy is to protect the Company’s status as a non-profit
organization when it is contemplating entering into a transaction or arrangement that might benefit the
private interest of an officer or director of the Company or might result in a possible excess benefit
transaction. This policy is intended to supplement but not replace any applicable state and federal laws
governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2: Definitions
a. Interested Person. Any director, principal officer, or member of a committee with Board
delegated powers, who has a direct or indirect financial interest, as defined below, is an
b. Financial Interest. A person has a financial interest if the person has, directly or indirectly,
through business, investment, or family:
1. An ownership or investment interest in any entity with which the Company has a
transaction or arrangement,
2. A compensation arrangement with the Company or with any entity or individual with
which the Company has a transaction or arrangement, or
3. A potential ownership or investment interest in, or compensation arrangement with,
any entity or individual with which the Company is negotiating a transaction or
Compensation includes direct and indirect remuneration as well as gifts or favors that are not
A financial interest is not necessarily a conflict of interest. Under these by-laws, a person who has a
financial interest may have a conflict of interest only if the appropriate Board or committee decides that
a conflict of interest exists.
Section 3. Procedures
a. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested
person must disclose the existence of the financial interest and be given the opportunity to
disclose all material facts to the directors and members of committees with Board delegated
powers considering the proposed transaction or arrangement.
b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and
all material facts, and after any discussion with the interested person, he/she shall leave the
Board or committee meeting while the determination of a conflict of interest is discussed and
voted upon. The remaining board or committee members shall decide if a conflict of interest
c. Procedures for Addressing the Conflict of Interest
1. An interested person may make a presentation at the Board or committee meeting, but
after the presentation, he/she shall leave the meeting during the discussion of, and the
vote on, the transaction or arrangement involving the possible conflict of interest.
2. The chairperson of the Board or committee shall, if appropriate, appoint a disinterested
person or committee to investigate alternatives to the proposed transaction or
3. After exercising due diligence, the Board or committee shall determine whether the
Company can obtain with reasonable efforts a more advantageous transaction or
arrangement from a person or entity that would not give rise to a conflict of interest.
4. If a more advantageous transaction or arrangement is not reasonably possible under
circumstances not producing a conflict of interest, the Board or committee shall
determine by a majority vote of the disinterested directors whether the transaction or
arrangement is in the Company’s best interest, for its own benefit, and whether it is fair
and reasonable. In conformity with the above determination it shall make its decision as
to whether to enter into the transaction or arrangement.
d. Violations of the Conflicts of Interest Policy
1. If the Board or committee has reasonable cause to believe a member has failed to
disclose actual or possible conflicts of interest, it shall inform the member of the basis
for such belief and afford the member an opportunity to explain the alleged failure to
2. If, after hearing the member’s response and after making further investigation as
warranted by the circumstances, the Board or committee determines the member has
failed to disclose an actual or possible conflict of interest, it shall take appropriate
disciplinary and corrective action.
Section 4. Records of Proceedings
The minutes of the Board and all committees with board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in
connection with an actual or possible conflict of interest, the nature of the financial interest, any
action taken to determine whether a conflict of interest was present, and the Board’s or
committee’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the
transaction or arrangement, the content of the discussion, including any alternatives to the
proposed transaction or arrangement, and a record of any votes taken in connection with the
Section 5. Compensation
a. A member of the Board who receives compensation, directly or indirectly, from the Company
for services is precluded from voting on matters pertaining to that member’s compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who
receives compensation, directly or indirectly, from the Company for services is precluded from
voting on matters pertaining to that member’s compensation.
c. No member of the Board or any committee whose jurisdiction includes compensation matters
and who receives compensation, directly or indirectly, from the Company, either individually or
collectively, is prohibited from providing information to any committee regarding compensation.
Section 6.Annual Statements
Each director, principal officer and member of a committee with Board delegated powers shall annually
sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Company is a non-profit organization and in order to maintain its federal tax
exemption it must engage primarily in activities which accomplish one or more of its tax-exempt
Section 7. Periodic Reviews
To ensure the Company operates in a manner consistent with its organizational purposes and does not
engage in activities that could jeopardize its non-profit status, periodic reviews shall be conducted. The
periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey
information, and the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management companies conform
to the Company’s written policies, are properly recorded, reflect reasonable investment or
payments for goods and services, further charitable purposes and do not result in inurement,
impermissible private benefit or in an excess benefit transaction.
Section 8. Use of Outside Experts
When conducting the periodic reviews as provided for in Article VIII, the Company may, but need not,
use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility
for ensuring periodic reviews are conducted.
ARTICLE IX. INDEMNIFICATION
Section 1. General
To the full extent authorized under the laws of the State of Florida, the Company shall
indemnify any director, officer, employee, or agent, or former member, director, officer,
employee, or agent of the Company, or any person who may have served at the Company’s
request as a director or officer of another company (each of the foregoing members, directors,
officers, employees, agents, and persons is referred to in this Article individually as an
“indemnitee”), against expenses actually and necessarily incurred by such indemnitee in
connection with the defense of any action, suit, or proceeding in which that indemnitee is made
a party by reason of being or having been such member, director, officer, employee, or agent,
except in relation to matters as to which that indemnitee shall have been adjudged in such
action, suit, or proceeding to be liable for negligence or misconduct in the performance of a
duty. The foregoing indemnification shall not be deemed exclusive of any other rights to which
an indemnitee may be entitled under any bylaw, agreement, resolution of the Board of
Directors, or otherwise.
Section 2. Expenses
Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action,
suit, or proceeding may be paid by the Company in advance of the final disposition of such
action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an
undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be
determined that such indemnitee is not entitled to be indemnified hereunder.
Section 3. Insurance
The Company may purchase and maintain insurance on behalf of any person who is or was a
member, director, officer, employee, or agent against any liability asserted against such person
and incurred by such person in any such capacity or arising out of such person’s status as such,
whether or not the Company would have the power or obligation to indemnify such person
against such liability under this Article.
ARTICLE X. BOOKS AND RECORDS
The Company shall keep complete books and records of account and minutes of the
proceedings of the Board of Directors.
ARTICLE XI. AMENDMENTS
Section 1. Articles of Incorporation
The Articles may be amended in any manner at any regular or special meeting of the Board of
Directors, provided that specific written notice of the proposed amendment of the Articles
setting forth the proposed amendment or a summary of the changes to be effected thereby
shall be given to each director at least three days in advance of such a meeting if delivered
personally, by facsimile, or by e-mail or at least five days if delivered by mail. Any amendment
shall require the affirmative vote of an absolute majority of directors then in office.
Section 2. Bylaws
The Board of Directors may amend these Bylaws by majority vote at any regular or special
meeting. Written notice setting forth the proposed amendment or summary of the changes to
be effected thereby shall be given to each director within the time and the manner provided for
the giving of notice of meetings of directors.
ADOPTION OF BYLAWS
We, the undersigned, are all of the members of the Board of Directors of this Company, and we
consent to, and hereby do, adopt the foregoing Bylaws, consisting of the ## preceding pages, as
the Bylaws of this Company.
ADOPTED AND APPROVED by the Board of Directors on this ____ day of _________, 2017.
Clifton Best, President Chris Williams, Vice President
Valorie Ryan, Secretary Rick Hildreath, Treasurer
Tom Gillis, Director