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ALVA, Inc. By Laws

ARTICLE I: MEMBERSHIP

SECTION 1. Membership is open to all property owners and residents within the Alva Planning Community Boundaries as recognized by the Lee County BOCC as of November 2 2010. Other persons or businesses not covered by the above provision, who share the vision of ALVA Inc., upon payment of dues, may become associate members without voting privileges. The term of membership begins upon registration with and the payment of annual dues to the corporation, and extends through the fiscal year in which dues are paid. The Board of Directors may name individuals as honorary members of the corporation. Such honorary members will not have voting privileges.

Article II: BOARD OF DIRECTORS

SECTION 2. The Board of Directors shall consist of no less than seven and no more than nineteen members. Directors will be elected by the membership of ALVA, Inc. and will serve two-year terms beginning in June and concluding in May. The Board of Directors may shorten terms, adopt staggered terms or take other action to affect the terms of Directors, including terms of the initial Directors. Absence from four consecutive Board meetings shall constitute a resignation unless waived by a majority of Directors for good cause. Any vacancy in the Board shall be filled by the remaining members of the Board.

Section 3. A quorum of five (5) Directors must be present to conduct business, except in the case of emergency resulting from a storm or other disaster. Directors will use a majority vote to make decisions. Any Director with a conflict of interest will recuse himself or herself from the decision-making process. Board meetings shall be open to the membership of the corporation. In the event of an emergency, no quorum shall be necessary for transaction of business related to the emergency – the President or his/her designee shall be empowered to take whatever action is deemed best for the corporation under the circumstances.

Section 4. Any voting member of the corporation may place an item on the agenda of a Board meeting by submitting a written request to the President at least seven days prior to the Board meeting. Board meetings will be conducted according to Robert’s Rules of Order.

Section 5. Each member of the Board shall perform his or her duties in good faith, in a manner he or she reasonably believes to be in the best interest of Alva, Inc., and with such care as an ordinary prudent person in a like position would under similar circumstances. In performing his or her duties, a Director shall be entitled to rely on information, opinions, reports or statements, including financial statements or other financial data, prepared or presented by members, employees, or contracted agents whom the Director reasonably believes to be reliable and competent in manners presented. A person who performs his or her duties in compliance with this section shall have no liability by reason of being or having been a Board member of Alva, Inc.

Section 6. Any person made or threatened to be made a party to any action or proceeding, whether civil or criminal, by reason of the fact that he or she is or was a Board member, employee or contracted agent of ALVA Inc. shall be and is hereby indemnified by the corporation against all judgments, fines, amounts paid in settlement and reasonable expenses including attorney’s fees actually and necessarily incurred as a result of any such action or proceeding, or any appeal therein, to the fullest extent permitted and in the manner prescribed by law.

Section 7. No Director shall receive compensation for his or her service as a Director.

ARTICLE III: OFFICERS

Section 1. Directors shall elect Officers from the membership of the Board for two-year terms. The term of office shall be for two fiscal years. Elections will take place in May, and those elected will take office in June. The Officers shall consist of a President, Vice President, Secretary and Treasurer. The Board may select other officers as needed.

Section 2. The duties of the Officers include the following:

* President: The duties of the President include conducting general membership meetings and Board meetings, seeking full participation of members, discussing corporate operations with the Vice President, serving as a spokesperson for the corporation, signing official documents (such as grants and memoranda of understanding) when authorized to do so by the Board of Directors, and performing other tasks as assigned by the corporation. The President has the same rights as other members of the corporation to discuss issues before the corporation and participate in the decision-making process.

* Vice President: The Vice President shall assume the President’s duties when the President is unable to perform them. The Vice President will assist with Presidential duties as requested by the President.

* Secretary: The Secretary shall ensure that all official records of the corporation are maintained. The Secretary shall ensure that proceedings of all meetings of the corporation, from general membership meetings to Board meetings to committee meetings, are recorded, and shall maintain membership rosters.

* Treasurer: The Treasurer is the chief financial officer of the corporation. The Treasurer shall provide guidance to and define procedures for the corporation to manage funds, ensure the deposit of funds in one or more financial institutions, develop an annual budget for approval by the corporation, provide for financial reports to the corporation, and oversee the keeping of all financial records.

ARTICLE IV: COMMITTEES

Section 1. The corporation may form committees and task groups to 1) perform certain functions (2) focus on specific issues or (3) implement action plan items. Committee Chairmen will be appointed by the President, and shall report regularly to the Board of Directors and bring recommendations for action to the Directors and general membership.

ARTICLE V: GENERAL MEMBERSHIP MEETINGS

Section 1. The corporation shall hold at least ten general membership meetings each year. The Board of Directors may call special meetings with cause. Notice of all general membership meetings and a tentative agenda shall be mailed or emailed to all members not less than seven (7) days prior to the meeting.

Section 2. Robert’s Rules of Order shall govern general membership meetings.

Section 3. The May meeting will be designated as the Annual meeting of the corporation.

ARTICLE VI: FINANCES

Section 1. Revenue-generating activities which are in agreement with the purposes of ALVA, Inc. and in compliance with state and federal laws shall be allowed. The corporation shall have the power to receive grants, gifts, bequests and donations, and to engage persons and firms for pay, remuneration and revenue, and to engage in business transactions for the purposes of ALVA, Inc.

Section 2. The Board shall be responsible for advising on and auditing the implementation of project budgets adopted by ALVA, Inc. The fiscal year for the corporation shall run from June 1 through May 31.

Section 3. The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name or behalf of the corporation, in accordance with the direction of the corporation, and such authority may be general or confined to specific instances.

Section 4. All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of ALVA, Inc. shall be signed by such officers and/or agents of the corporation and in such manner as shall be established by the Board of Directors.

Section 5. ALVA, Inc., through the Board of Directors, will seek funding for ongoing operations.

Section 7. ALVA, Inc. shall make no loans to any member.

ARTICLE VII: BOOKS AND RECORDS

Section 1. Alva, Inc. shall keep current and complete books and records of account, and shall keep minutes of the proceedings of its members, officers, and committees having any of the authority of the corporation.

Section 2. Alva, Inc. shall keep a register of the names and addressees of its members.

Section 3. All books and records of Alva, Inc. may be inspected by any member or his/her agent or attorney for any proper purpose during business hours at the business office.

ARTICLE VIII: NONDISCRIMINATION

All programs and activities of Alva, Inc. are offered on a nondiscriminatory basis, without regard to race, color, national origin, religion, age, gender, marital status, handicap, or disability.

ARTICLE IX: AMENDMENTS TO BYLAWS

These bylaws are effective upon adoption by the Board of Directors of Alva, Inc. Bylaws may be amended by the membership of the corporation through a two-thirds majority vote of voting members present at a meeting of the general membership. In order to conduct a vote to amend the Bylaws, notice must be sent to all members of the corporation stating the proposed change(s) and the reason(s) for the proposed change at least ten days prior to the meeting at which action is planned.