BYLAWS

ARTICLES OF INCORPORATION OF FEDERATION DES ANCIENS DE REGINA ASSUMPTA (F.A.R.A.)

This is to certify that we, the undersigned, for the purpose of forming a corporation under the provisions of Chapter 617 of the Florida Statutes, do hereby make, subscribe, acknowledge and file these Articles of Incorporation and certify that:

ARTICLE I

The name of this corporation shall be as follows:

FEDERATION DES ANCIENS DE REGINA ASSUMPTA, INC. (F.A.R.A.)

ARTICLE II

Address of Corporation –

The principal place of business of the corporation shall be in either of the Tri-County of South Florida, namely Dade, Broward & Palm Beach counties and at such other points in the USA and foreign countries as may, from time to time, be authorized by the Board of Directors.

The address of the corporation is as follows: 20310 NE 20th Ct., Miami, Fl 33179.

ARTICLE III

SECTION 1.1 – For all intents and purposes, as of the foundation date of the Corporation, the functions of the Corporation shall be carried by the Board of Directors and the Executive Officers as defined herein subsequently.

SECTION 1.2 – The Board of Directors shall comprise of the organization founders past presidents. The number of people constituting the Board of Directors shall be four (4) and may be increased or decreased from time to time in accordance with the Bylaws but shall never be less than three (3) people. The Board of Directors shall have the power to make, alter, amend, and rescind the corporation Bylaws.  They shall be vested in the management of the corporation and shall ratify the nomination of the Executive Officers after conferring within 48 hours. 

SECTION 1.3 – The Executive Officers shall be elected or appointed with a majority by the voting members of the Corporation. The Officers shall be elected or appointed at such time and for such terms as provided by the Bylaws. In the absence of such provisions, Officers shall be appointed by the Board of Directors.  The number of people constituting the Executive Officers shall be seven (7) and may be increased or decreased from time to time in accordance with the Bylaws but shall never be less than five (5) people. The Executive Officers, namely the President, Vice-President, Treasurer, & Assistant Treasurer, shall be an alumnus of CRA (College Regina Assumpta) or F.E.R.A. (Faculte des Sciences de l’Education de Regina Assumpta). The Secretary, Assistant-Secretary, and Public Relations shall be members of F.A.R.A for at least one year. The Executive Officers shall take function after the final approval of the Board of Directors. 

SECTION 1.4 – The Corporation shall follow the fiscal year of January to December.  Election for new Executive Officers will be held every three (3) years on the Third Sunday of the month of May. New Officers will be elected by a majority of the Voting Members and shall hold office for a three (3) year period. The Board Members have the right to rescind from their position at any time after written notice to the Board and the Executive Officers.

 ARTICLE IV

SECTION 1.1 – The Board of Directors of the corporation shall comprise of:

  • Chairman of the Board

  • Member of the Board (1)

  • Member of the Board (2)

  • Member of the Board (3)

  • Member of the Board (4)

  • Member of the Board (5)

SECTION 1.2 – The Executive Officers of the Corporation shall consist of:

  • President

  • Vice-President

  • Secretary

  • Assistant Secretary

  • Treasurer

  • Assistant Treasurer

  • Public Relations

ARTICLE V

F.A.R.A. is a “Not-for-Profit” Corporation as defined in Chapter 617, Florida Statutes, in that it is not formed for the pecuniary profit and no part of the income or assets of the Corporation is distributed to or for the benefit of its members, Directors or Officers, except to the extent permissible under the law and under Section 501 ©(3) of the United States Internal Revenue Code of 1986.

ARTICLE VI

The Corporation is organized for the purpose:

  • to engage in the following activities: education, fundraising activities to promote and support educational activities
  • to operate for educational, charitable purposes, for the making, and distribution of revenues, proceeds, donations to organizations that are qualified to receive such proceeds. 

This Corporation shall not, as a substantial part of its activities, carry on propaganda or otherwise attempt to influence legislation or shall participate or intervene (by publication or distribution of any distribution of any statements or otherwise) in any political campaign on behalf of any candidate for public office.  Solely for the above purposes, but not by way of limitations, the Corporation is empowered to:

Section 1 – Exercise all the powers conferred by law upon corporation not-for-profit, including without limiting the generality of the foregoing, to acquire by bequest, devise, gift, purchase, lease or otherwise any property of any sort or nature without limitations as to its amount or value, and to hold, invest, reinvest, manage, use, apply, employ, sell, expend, disburse, lease, mortgage, convey, option, donate or otherwise dispose of such property, and the income, principal and proceeds of such property, for any of the purposes set forth herein.

ARTICLE VII

(QUALIFICATIONS AND LIMITATIONS)

SECTION 1.1 – No part of the net earnings of the Corporation shall inure to the benefit of or be distributed to its Members, Directors or Officers, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Article VI hereto.

SECTION 1.2 – Notwithstanding any other provision of these articles, this Corporation shall not carry on any other activities not permitted to be carried on (a) by corporation exempt from federal income tax under Section 501(C)3 of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any federal tax code.

SECTION 1.3 –  Upon the dissolution of the Corporation, the Board of Directors and the Executive Officers shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, or religious purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)3 of the Internal Revenue Code, or the corresponding provisions of any future federal tax code. Any such assets not so disposed of shall be disposed of by the Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE VIII

(VOTING MEMBERS)

The Corporation shall have voting members that are not part of the Executive or the Board members. The Voting Members, like other members are volunteers. They may or may not be an alumnus. Voting Members shall have the rights and privileges of electing the Officers of the Corporation. The Bylaws may provide one or more classes of voting members. The bylaws may also provide for nonvoting members of one or more classes.  Voting members and nonvoting members shall be admitted in such a manner and shall have such rights and privileges as are set forth in the Bylaws of the Corporation. The members shall not be personally liable for the debts of the Corporation.

ARTICLE IX

(MANAGEMENT)

The management of the Corporation shall be vested in the Board of Directors and the Executive Officers. The number of people constituting the present Board of Directors is four (4). The number of people constituting the present Executive Members is seven (7).

SECTION 1.1 –   The Board of Directors shall oversee the Executive Officers. The Board shall hold a yearly meeting with all board members. The Board shall hold biannual meetings, or any emergency meeting as deemed necessary with the Executive Officers to discuss the corporation affairs and to take necessary actions for the welfare of the corporation. The Board of Directors has the right, by a majority vote, to suspend, replace or take disciplinary actions against any officers who have violated the rules of the Bylaws, or who have displayed a lack of leadership, or shown unethical, unprofessional or disorderly conducts.

SECTION 1.2 –   The Executive Officers shall be responsible of the overall activities of the Corporation. They are responsible for annual budgeting, planning fundraising events, networking with other organizations, recruiting new members, conducting monthly meetings. The Executive Officers have the right to create sub-committees for the routine activities of the Corporation that will be chaired by an officer. The Executive Officer shall handle the financial affairs of the Corporation according to the qualifying rule as an exempt organization under Section 501(c)3 of the Internal Revenue Code. The Executive Officers in collaboration with the Board of Directors shall be responsible for the welfare of the Corporation and of its Voting Members.  

ARTICLE X

(BYLAWS)

The Bylaws of the Corporation are to be made and adopted by the Board of Directors and the Executive Officers. The Bylaws may be altered, amended or rescinded by the Board of Directors.

ARTICLE XI

(INDEMNIFICATION)

The Corporation shall indemnify its Directors, Officers, Members, and agents in accordance with the Bylaws of the Corporation.

 

ARTICLE XII

(AMENDMENT)

The Corporation reserves the right to amend or repeal any provisions contained in these Articles of Incorporation or any amendment to them, and all rights and privileges conferred upon the Directors, Officers and Members are subject to this reservation. The Articles of the Incorporation may be amended in accordance with the provisions of the laws of the State of Florida, as amended from time to time, unless more specific provisions for amendments are adopted by the Corporation pursuant to law, provided that any amendments will not adversely affect the status of the corporation as an organization qualifying under 501(C)3 of the Internal Revenue Code.

ARTICLE XIII

(DURATION)

The duration of the Corporation is perpetual.

IN WITNESS WHEREOF, the undersigned incorporates have hereinto set their hands and seals at

, State of Florida this

day of

2025.

 

President:

__

Vice-President:

Treasurer:

__

Secretary:

__

 

STATE OF FLORIDA

COUNTY OF DADE

BEFORE ME, a notary public in the State and County set forth above, personally appeared

__, known to be the person who executed the foregoing Articles of Incorporation.

 

Notary Public:

 

My Commission Expires:

 

ACCEPTANCE BY REGISTERED AGENT

I hereby accept designation as Registered Agent of the above-named Corporation.

Registered Agent:

_

APPENDIX A

DUTIES AND RESPONSIBILITIES

1- PRESIDENT shall:

  • Demonstrate strong leadership skills, good moral character, and sound judgment in conducting the affairs of the Corporation.
  • Respect the mission, philosophy, and Bylaws of the Corporation as stated in the Articles of Incorporation.
  • Execute all decisions after conferring with the Board of Directors, the Executive Officers, and after unanimous approval of the Members.
  • Have the right to make an Executive Decision.
  • Act always for the benefit of the Corporation and prevent jeopardizing its welfare and the welfare of its members.
  • Safeguard the Corporation documents and other acquired items in a secure location until the Corporation moves to its own office.
  • Delegate responsibilities to the Chair Officer of committees and work in collaboration with the Members to ensure the effectiveness and success of the Projects.
  • Be a good communicator, be organized, disciplined, have self-control, and show self-respect as well as respect for the members’ opinions, suggestions, and ideas.
  • Set a monthly calendar of meetings for the year, prepare meeting agendas, and conduct meetings in a timely manner with leadership, order, discipline, and respect for others’ opinions.

2- VICE-PRESIDENT shall:

  • Possess leadership abilities, good moral character, and strong communication skills; be cordial, organized, disciplined, and have self-control and self-respect.
  • Assist the President in every aspect of the routine affairs of the Corporation and lead in the absence of the President.
  • Assume a supporting role for the President and carry out any duties or responsibilities as delegated by the President.

3- TREASURER shall:

  • Safeguard the financial affairs of the Corporation and carry out duties in accordance with the governing rules and regulations as they apply to the exempt status of 501(C)(3) of the Corporation.
  • Maintain the Corporation’s bank account(s) and bank statements, keep accounting ledger(s), and conduct financial duties with transparency and accurate data.
  • Prepare and submit a treasury report at each scheduled meeting, submit a financial report one (1) week after each event, and present a yearly financial report.
  • Set up systems that create checks and balances to prevent misuse or mismanagement of the Corporation’s revenues and donations.
  • Keep track of membership fees and reinforce the timely submission of memberships during the first month of the current fiscal year (January).

ASSISTANT-TREASURER shall:

  • Assist and support the Treasurer in every aspect of their duties and responsibilities.
  • Function as Treasurer in the absence of the Treasurer.

SECRETARY shall:

  • Assist and support the President in the running of the Corporation.
  • Take minutes at all meetings and call conferences, and submit a minutes report at each meeting.
  • Communicate relevant information to all members via voice message, text message, email, calling tree, written memos, or letters.
  • Ensure meetings are held on time, conducted as per the agenda “du jour,” with discipline, without unnecessary interruptions, and with mutual respect and cordiality.
  • Follow up with members on assigned tasks for special projects or responsibilities.
  • Maintain the Corporation’s correspondence, including memos, incoming & outgoing mail.
  • Be responsible for the Corporation’s Postal Box, file cabinet, and other office equipment as available or pertinent to the Corporation.
  • Acknowledge monthly birthdays of Corporation members, Board members, and Executive members.

ASSISTANT SECRETARY shall:

  • Assist the Secretary in all aspects of their responsibilities as delegated.
  • Serve as a cornerstone and bridge between the Members, the Secretary, the President, and the Coordinator.
  • Function as Secretary in the absence of the Secretary.

COORDINATOR/PUBLIC RELATION shall:

  • Execute all events and fundraising activities of the Corporation as discussed and planned with the Board of Directors, the Executive Officers, and the Members.
  • Create sub-committees to assist in the execution of all planned projects.
  • Prepare and present for approval a yearly calendar of events and ensure the success of all activities for the benefit of the Corporation.
  • Respect the not-for-profit status of the Corporation as a qualifying 501(C)(3) organization as defined in Chapter 617 of the Florida Statutes when planning all events.
  • Confer with the President first before making any decisions not discussed or unanimously agreed upon by the Members.
  • Timely prepare and submit financial reports after each event to the President and the Treasurer to allow for an accurate and prompt final treasury report.
  • Submit a yearly agenda of the Corporation’s activities and fundraising activities for approval by the Board of Directors, the Executive Officers, and the Members.
  • Represent the Corporation and act as the “Porte-Parole” of the Corporation as assigned and delegated by the President and the Members.

 

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