Century Council, Inc.
Citizens for Community Improvement
(A Florida Not-For-Profit Corporation)
Adopted May 18, 1992
Amended November 17, 1997
Amended December 11, 2001
I : Name
The name of this corporation shall be 21st Century Council, Inc.,
Citizens for Community Improvement.
II : Purpose
The general purpose of the Council is to enhance the quality of
life in Tallahassee and Leon County, Florida.
B. The Council is an independent, non-partisan organization and
shall not participate, in political campaigns for or against any
political party or any candidate for public office.
C. In furtherance of its underlying purpose, the Council is organized
to do the following:
To build competence and awareness in effectively participating in
community affairs by:
(a.) Bringing together, in one organization, persons who are leaders
or active in the many diverse aspects of the Tallahassee/Leon County
community, including, but not limited to, business, professional,
financial, and commercial institutions; federal, and commercial
institutions; federal, state, and local government; labor unions;
civic and charitable groups; educational institutions; minority,
social, and professional organizations; news media; and artistic,
entertainment, and cultural groups.
(b.) Producing within its membership and the community in general
a greater understanding of the issues and problems facing Tallahassee/Leon
County and its citizens.
To strengthen and improve the capability of community institutions,
groups, and organizations to serve the citizens of the Tallahassee/Leon
County community by:
(a.) Reawakening a concern for, and promoting participation in,
(b.) Fostering the coordination of public and private goals and
resources toward a collaborative community development effort.
(c.) Promoting the interchange of ideas concerning the relationship
between citizens and government; the role of government and institutions
in improving the quality of life; the goals to which government
should direct its efforts and invest its limited resources; and
other similar topics which interest the membership.
(d.) Developing the methods to secure technical expertise for needs
assessment, program development, evaluations requested by groups
in the area of human resource development and community planning.
To forecast and describe emerging trends and opportunities that
will impact the quality of community life by:
(a.) Studying areas of social concern and issues facing the community;
and assessing the alternative solutions available in each instance.
(b.) Evaluating periodically the priorities and goals of the Tallahassee/Leon
County community and making progress reports on implementation.
(c.) Initiating and supporting public policy which advances the
personal and social development of individuals and groups.
To act as a catalyst for bringing together decision-makers by:
(a.) Fostering approaches of consensus and trust on the part of
(b.) Developing citizen understanding of effective means of communication
and strategies for problem resolution.
(c.) Holding periodic action forums to encourage concerted efforts
of community agencies.
III : Membership
Any individual interested in improving the quality of life in the
Tallahassee/Leon County community is eligible for regular membership.
B. Each member must pay the annual membership services fee, an amount
to be determined by the Board. However, the Board may waive annual
dues in the case of individuals who, in lieu of dues, prefer to
contribute their time and effort to Council activities.
C. The Board of Directors may create other classes of membership,
such as Sustaining or Corporate Member, to allow individuals and
corporations to contribute to the Council.
IV : Meetings
Meetings of the members shall be held at least annually upon the
call of the President, the Board of Directors, or 10% of the membership.
B. The election of Directors and Officers shall be held at the annual
C. Notices of the annual meeting shall be in writing and shall be
mailed to each member at least 10 days prior to the date of the
D. A quorum shall consist of 15% of the membership.
V : Board of Directors
General Powers. Control and management of the affairs of the Council
shall be invested in the Board of Directors.
B. Numbers, Election and Term. The Board of Directors shall consist
of 30 members, including officers. Directors shall be elected by
the membership at the annual meeting for a term of three years.
Directors shall serve staggered terms so that approximately one-third
are elected each year. No Director shall serve more than two consecutive
three-year terms. Past presidents of the Council may serve as a
Director regardless of the two consecutive three-year term limitation.
One elected official from each local government shall be considered
an ex-officio members of the Board. No fee is required.
C. Meetings. Regular and special meetings of the Board shall be
held monthly or as necessary. Notices of meetings may be oral or
in writing and shall be given at least three days prior to any meeting.
D. Quorum. Ten (10) Directors shall constitute a quorum for transaction
of business of the Board of Directors. However, the approval of
study committee reports shall require a vote of two-thirds of the
entire Board of Directors. Those members not present at the meeting
to consider such a report may be polled by telephone.
E. Vacancies. Any vacancy in the Board of Directors may be filled
for the unexpired portion of the term by a majority vote of the
Board of Directors.
F. Removal; Resignation. A member who fails to attend three consecutive
regularly scheduled meetings of the Board, unless the member is
excused by the President, shall be deemed to have abandoned the
position, and the position shall be declared vacant by the board.
The Board of directors may, by a two-thirds vote, remove a Director
for acts likely to bring discredit to the Council. Prior to declaring
a vacancy or removing a Director, the President must send notice
one week prior to the Board meeting. Removal from the Board of Directors
does not automatically remove the member from the Council. A Director
may resign at any time by notifying the President or Secretary in
writing and such resignation shall take effect at the time therein
specified. A Director may resign as a member of the Board of Directors
without resigning as a member of the Council.
VI : Officers
Number, Election, and Term. The Council shall have a President,
Vice President, Secretary and Treasurer, who shall also be members
of the Board of Directors. Officers shall be elected for a term
of one year by the Board of Directors at the annual meeting.
B. President. The President shall preside at all meetings of the
Council, the Board of Directors, and the Executive Committee, and
shall exercise general supervision over the business of the Council,
subject to the control of the Board of Directors. The President
shall perform all duties incidental to the office of President and
such other duties as may from time to time be delegated to the President
by the Board of Directors.
C. Vice President. The Vice President shall carry out the duties
of the President in the absence of the President, preparing for
the duties of the Presidency the following year. Should a vacancy
occur in the Presidency, the Vice President may be elected to automatically
assume the remainder of the Presidents term.
D. Secretary. The Secretary shall review the minutes of all meetings
of the Board of Directors and shall review communications of the
organization as prescribed by the Board of Directors or the President.
E. Treasurer. The Treasurer shall give oversight to the financial
affairs of the Council, assisting the Executive Director in the
preparation of the annual budget, and performing other financial
duties as may from time to time be assigned by the Board of Directors.
VII : Committees
Nominating Committee. Each year, the President shall, with the approval
of the Board of Directors, appoint a Nominating Committee, consisting
of five members of the Board. It shall be the duty of the Nominating
Committee to propose a slate of Directors for election by the membership
at the annual meeting and a slate of Officers for election by the
Board of Directors at the annual meeting. It shall notify members
of the proposed slate in writing at least 10 days prior to the annual
B. Executive Committee. The Executive Committee shall consist of
the Officers of the Board of Directors, plus no less than one and
no more than three additional Directors appointed by the President.
The Executive Committee shall meet as needed between regular Board
meetings to advise the Executive Director on policy matters and
to conduct any other business as may be assigned by the Board of
Directors. It shall cause an annual review or audit, as required
by appropriate rule, regulations or tax code, of the financial records
of the Council and take an active role in the formulation of the
annual budget. Decisions of the Executive Committee shall be reviewed
and approved by the full Board of Directors of its regular meetings.
C. Program Committee. The Program Committee shall be appointed by
the President, and shall present to the Board a proposed program
of study issues for the upcoming year.
D. Study Committees. Members of the Council shall be invited to
serve on Study Committees. The Chairman of each Study Committee
shall be appointed by the President, subject to the approval of
the Board of Directors. The Chairman of each committee shall select
a management team of five or six members. Each Study Committee shall
make its report to the Board of Directors.
E. Special Committees. The President may create additional committees
as required to further the work of the Council.
VIII : Employees
The Board of Directors shall have the power to employ an Executive
Director. The Executive Committee shall fix the remuneration of
the Executive Director.
B. The Executive Director shall manage the affairs of the Council,
under the direction of the Board of Directors.
C. The Executive Director shall be empowered to fill other staff
positions approved by the Board. All employees shall be bonded.
IX : Finances
The Fiscal Year of the Council shall be from July 1 to June 30.
B. The Board of Directors shall control all funds of the Council
and establish an annual budget. Processing of funds and the methods
of accounting shall be subject to proper Board authorization and
C. All revenue, profit, income, and funds received shall be used
solely to promote the purposes of the Council and no portion thereof
shall inure to the benefit of members of members of the Council.
X : Amendments
These by-laws may be amended by a two-thirds vote of those present
at any regular or special meeting of the Board of Directors, provided
that a quorum is present.
XI : Dissolution
Dissolution of the Council shall require a majority vote of the
Board of Directors then in office.
B. In the event of dissolution, the residual assets shall be dispersed
of as provided in Article II of the Corporate Charter.