bylaws
The
BYLAWS of FAMILIES & FRIENDS REACHING FOR THE ABILITIES, INC.
Revised November 2023
Article I — Name
The name of this corporation is FAMILIES & FRIENDS REACHING FOR THE ABILITIES, INC. The
organization may also be referred to by commonly used names, e.g., Family and Friends
Reaching for Abilities and FFRA. The Board of Directors for FAMILIES & FRIENDS REACHING
FOR THE ABILITIES, INC. is responsible for approving any fictitious names and filing appropriate
forms when required. Hereinafter, the organization may be referred to as FFRA for the
purposes of the bylaws.
Article II – Mission and Focus
Section A. The Mission of FFRA is to function as an independent non-profit educational and resource
organization within the meaning of Section 501(c)(3) of the Internal Revenue Code, for the parents,
family members, friends, and other advocates concerned for the short- and long-term welfare, safety,
and quality of life for developmentally disabled adults living in greater Citrus County, Florida
communities.
Section B. The focus of FFRA is to serve as a county wide independent educational and support
resource on topics and issues related to developmentally disabled adults, whether living at home with
family members, independently, in intermediate care facilities, in group homes, or other settings.
Section C. To achieve and sustain its mission and focus, FFRA presents professionally researched
programs at membership and other meetings on subjects such as, but not limited to, Guardianship,
Medicare, Medicaid Waivers, Supplemental Security Income (SSI), group home transition, social and
recreational interaction, respite care, safety, security, personal welfare, psychological health, and
behavioral training. In addition to the preceding, FFRA will host social events that are designed to
enhance the inter-personal skills of developmentally disabled adults between themselves and members
of the greater community.
Article III – Prohibited Practices
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, the
directors or officers of the corporation, except that the corporation shall have the authority to pay
reasonable compensation for services rendered to or for the corporation. No material part of the
activities of the corporation shall consist of carrying on propaganda or otherwise attempt to influence
legislation (other than legislation designed to enhance the welfare of the disabled community). The
corporation shall not participate in, or otherwise intervene (including the publication or distribution of
statements) in any political campaign on behalf of or in opposition to any candidate for public office. No
political comments should be made in the form of judgment. Facts can be stated without personal
comments. Notwithstanding any other provision of these bylaws or of the Articles of Incorporation, or
any provision of the state law governing or pertaining to the corporation, the corporation shall not
engage in or carry on any activities not permitted to be engaged in or carried on by a corporation
described in Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of
any future federal income tax law) and exempt from taxation under Section 501(c)(3) of the Internal
Revenue Code of 1954 (or the corresponding provision of any future federal income tax law).
Article IV — Definitions
The following words, terms, or phrases, when used in the bylaws, shall have the following meanings,
unless otherwise stated:
Section A. “Associate Member” shall mean a developmentally disabled adult of at least 18 years of age,
who has joined and maintained membership in FFRA in accordance with the Bylaws of the organization.
The developmentally disabled adult may live in a private home setting with family, friends, and/or a
guardian, or in a group home setting, or in an intermediate care facility (ICF), or in any other such
residential adult facility in which the developmentally disabled adult has been placed due to an inability
to independently take care of his or her daily needs.
Section B. ”Family Member” shall mean an adult, who has or had a developmentally disabled adult
in his or her family and has joined and maintained membership in FFRA in accordance with the
bylaws of the organization."
Section C. “Supporting Member” shall mean an adult, who has an interest in or advocates for
developmentally disabled adults, even though the member has no familial relation in the
developmentally disabled adult community. A supporting member has joined and maintained
membership in FFRA in accordance with the bylaws of the organization.
Section D. “Youth Member” shall mean a child, who resides in the same household as a Family Member
or Supporting Member. Youth members will not participate in FFRA activities, except with permission of
the Board of Directors.
Section E. “Adult” shall mean a person with a chronological age of 18 or more years.
Section F. “Child” shall mean a person under the chronological age of 18 years.
Section G. “Household” shall mean a unit of people, residing at a single residential address, consisting of at least one (1) Family Member, or at least (1) Supporting Member, or not more than four (4) members of any of these two groups. The Household has no restrictions on the number of Youth Members. The Household has no restrictions on the number of familial Associate Members. Unrelated Associate Members must have their own membership. Waivers to this provision will be by approval of the Board of Directors on a case-by-case basis, depending upon the individual situation.
Section H. “Corporation”, “corporation”, or “organization” shall mean Families & Friends Reaching for
the Abilities, Inc., including any fictitious name approved by the Board of Directors in accordance with
the bylaws.
Section I. “Bylaws” or “bylaws” shall mean these Bylaws, as approved and amended in accordance with any law or regulation.
Section J “Educational and Support Resource” shall mean books, pamphlets, films or other audio visual
materials regarding the developmentally disabled community. In addition the term shall mean activities
consisting of public discussion groups, forums, panels, lectures, or other similar initiatives of an
individual or group nature.
Section K. “Member” is used henceforth in these bylaws to include Family Member and Supporting
Member. Associate Members will be identified as “Associate Members”. Youth Members will be
identified as “Youth Members”.
Article V — Offices
Section A. The principal office of the corporation shall be at 1065 North Paul Drive; Inverness, Florida
34453-0318. The corporation may maintain additional offices at such other places as the Board of
Directors may deem appropriate to carry out the mission of the corporation.
Section B. The registered agent for service of process shall be designated or changed by the Board of
Directors, as the Board deems appropriate to carry out the mission of the corporation.
Article VI — Membership
Section A. Membership applies to a household comprised of one or more members residing as a
unit at a single residential address. A household does not apply to a group home situation.
Section B. Membership in the corporation is open to developmentally disabled adults, parents,
family members, friends, and others having a direct or indirect concern for the quality of life for
developmentally disabled adults. The type of membership is determined by Article IV.
Section C. Membership shall be open to a broad cross section of the public and shall not be
restricted to Citrus County residents nor shall membership be restricted to a limited number of
persons.
Section D. People who are interested in membership in FFRA should apply for membership in
accordance with procedures set by the Board of Directors. The Board of Directors reserves the right to
validate all applications. Such applications must present sufficient information to denote the
appropriate membership category.
Section E. Membership ends on December 31 of any given year. There are no provisions for a proration
of dues during the first year of membership. Membership renewal must be completed by
January 31 of any given year to avoid the payment of penalties. Any renewal after January 31 and prior
to the end of March will be subject to a late fee penalty of $10 in addition to the dues. During
the period the membership is in arrears from the start of February to the end of March, the member
may exercise the benefits of membership. Failure to renew by April 1 of any given year will result
in suspension of the membership. In such a case, the suspended member may reinstate the
membership prior to December 31 of that year with a payment of the dues owed, plus the $10 late fee,
plus a $25 reinstatement fee. On December 31 of the year the membership was suspended, the
membership will be revoked. Once a new year begins, a new application for membership will need to
be completed at standard fees and rules. The Board may institute an initial administrative fee for
applications. The Board may modify the membership dues structure to meet the needs of the
organization. Effective January 1, 2024, FFRA will no longer grant legacy or life memberships. All
members and associate members will be responsible for their dues, based upon their membership
category.
Section F. Each family or supporting member shall be entitled to one vote upon such issues as may be
presented to the membership. Associate members have a non-voting status. Associate members may
receive a ballot that expresses their preference on any issue. Such preference ballots will not be
considered in the voting ballot count. Any associate member may make an application to the Board of
Directors for conversion to a family or support member category. If such an application is approved, the
converted member is subject to the rules and benefits accorded to member status. All persons of any
membership category shall be issued membership identification cards. All persons who are part of FFRA must carry their identification cards to all FFRA functions. Failure to do so may result in denial of
activities.
Article VII — Dues
There are no dues for any Youth Member. Individual or household dues for Family Members or
Supporting Members will be $50 per person or household on an annual basis. Associate Member
dues are $25 on an annual basis. If an Associate Member is a member of a member household,
his or her dues are included in the household dues.
Article VIII – Board of Directors
Section A. General Powers: The Board of Directors shall be responsible for the management and
control of the affairs, property, and funds of the corporation. The Board shall exercise all such powers
and authority as are expressly or by implication conferred on the Board of Directors by the Articles of
Incorporation, the bylaws, and the laws of Florida.
Section B. Composition of Board: The affairs of the corporation shall be managed by a Board of
Directors consisting of no less than five (5) directors and no more than nine (9) directors. The Board of
Directors may change the number of directors at any time in accordance with the bylaws. Changes
beyond the range of this section require a change to the bylaws. Any change to the number of directors
will not result in the removal of any director, in which case the change would be prospective to a time
when vacancies exist. Terms of office are for two (2) years, beginning on January 1, as provided by
Section C below. Terms of office end on December 31.
Section C. Elections for Board of Directors Positions: Elections shall occur at the October Annual
Meeting each year. The Board of Directors will appoint a nominating committee of not more than five
(5) nor less than three (3) voting FFRA members during July or August of each year, at least one of which is a current director, whose term continues, or a former director. The nominating committee shall
nominate at least one (1) person for each open director position and present its nominations at the
September general meeting. Nominations may also be made from the floor or written in at the October
Annual Meeting. The election for director positions will occur at the October Annual Meeting. Each
voting member may vote via secret ballot for the number of vacancies declared by the Board and not to
exceed the number of vacancies. Each voting member may select nominations from the nominating
committee, nominations from the floor, or candidates the voting member chooses to write in on his or
her ballot. Any ballot selecting more names than vacancies will be null and void and not included in the
count.
Section D. Staggered Board Terms: FFRA is transitioning to a cycle of staggered board terms. The
term of each Director shall be for a period of two (2) years. Approximately half of the Board will be
elected each year, so that FFRA will not normally face a completely new Board. FFRA recognizes that
in the event of an odd number of directors, one year may differ from the following year. For example,
if the number of directors is nine (9), the members will elect five (5) one year and four (4) the following
year. As staggered terms begin in 2023, the first two years of 2023 and 2024 will differ from the
provisions of this Article as FFRA transitions to staggered terms. The 2023 Board of Directors,
consisting of nine (9) directors, will determine which four (4) or five (5) director positions are open for
the 2023 election. The remaining positions will be open in 2024. Thereafter, the Board will continue
its staggered rotation at the end of a director’s two year term. During 2023 and 2024, it is possible and
permissible for a director to exceed the normal two year term. For 2023 and 2024 only, the two year
term is waived. The time constraints of Article VIII, Section C may also be modifed by the Board for
2023 only.
Section E. Director Vacancies and Removals: Any director may resign at any time. Such resignation
shall be made in writing, submitted to the Secretary and shall take effect as is specified in the
instrument. The Secretary may resign by submitting such resignation in writing to the President. A
majority of the Board of Directors may recommend the removal of a board member from his or her
director position for “No Confidence” or other reason. Such recommendation will be presented at the
next general meeting with an explanation for the recommendation presented to the general
membership by a member of the Board of Directors. If a majority of the voting members who are
present concur with the recommendation, the removal is effective immediately. The Board of Directors
will determine the time and process for a replacement director. Such process must include approval or
election by a majority of those voting members who are present during the approval or election
meeting. Such “replacement” directors will serve the balance of the full term to which the prior Board
member was originally elected.
Section F. Changes to Operations: The Board of Directors, at its discretion, may make such rules and
regulations covering its meetings and the operations of FFRA, as it determines to be necessary, provided
such changes are in accordance with Section 501(c)(3) of the Internal Revenue Code. Upon request of
the Treasurer, the Board may approve an individual waiver of fees, penalties, or other monetary
obligations on behalf of a member who is experiencing a significant financial challenge.
Section G. Quorum: A quorum at meetings of the Board of Directors shall consist of a majority of the
Board of Directors.
Section H. Order of Business: The order of business at meetings of the Board of Directors shall be as
follows:
Sub-section 1. Pledge of Allegiance and Opening Prayer
Sub-section 2. Reading and disposal of any unapproved minutes
Sub-section 3. Reports of officers, directors, and invited standing committee chairmen
Sub-section 4. Unfinished business
Sub-section 5. New business
Sub-section 6. Adjournment
Article IX – Officers
Section A. Election and Term: The officers of the corporation shall consist of President, Vice-President,
Secretary, and Treasurer. After announced election results and prior to November 30, the newly
constituted Board of Directors shall meet for the purpose of electing or confirming continuance of its
officers. The old Board of Directors will continue in their Board duties until December 31. On January 1,
the newly constituted Board of Directors will begin their Board duties. Any officer may be removed
from his or her board position in accordance with the provisions of Article VIII, Section E.
Section B. Duties of Officers: Officers of the corporation shall have the general powers and duties of
supervision and management of their respective areas of operation. Such duties are outlined in this
section but may be modified by the President or the Board of Directors.
Sub-section 1. The President shall be the Chief Executive Officer of the corporation. The
President shall be the official representative on behalf of the corporation. The President shall preside at all meetings of the members and the Board of Directors. The President shall have the general powers and duties of supervision and management of the corporation, which usually pertain to such office, and shall perform all duties as are properly required of the President by the Board of Directors. The President will actively manage the business and affairs of the corporation subject to the directions of the Board of Directors.
Sub-section 2. The Vice-President shall have the general powers and duties, which pertain to
such office. or as are properly required of the Vice-President by the President
and/or the Board of Directors. The Vice-President shall assist the President in
the performance of his or her duties as required by the President and shall
perform such other duties as may be prescribed by the Board of Directors. In the
event of a temporary absence or disability of the President, which is either
forecasted or less than six (6) months duration, the Vice-President shall perform the duties and exercise the powers of the President. If the absence or disability of the President is permanent or forecasted or ongoing to exceed six (6) months
duration, the Vice President shall serve as the interim President until a
permanent selection is made by the Board of Directors, including any
replacement pursuant to Article VIII, Section E.
Sub-section 3. The Secretary shall be responsible to assure that notices are issued of all meetings of the
corporation and of the Board of Directors. The Secretary shall authenticate and maintain the
minutes of the meetings of the membership and of the Board of Directors. The Secretary shall
have general charge and supervision of the books and records of the corporation, shall maintain a complete record of all meetings of the corporation and of the Board of Directors.
The Secretary shall ensure that all notices required by law and by these bylaws are served,
shall make all reports required by law, and shall perform such other duties as may be
prescribed by the Board of Directors indcluding the delegation of administrative tasks.
Sub-section 4. The Treasurer shall have the responsibility for the care and custody of all
monies of the corporation and the general powers and duties, which pertain to such office. The
Treasurer shall maintain all financial books and records for the
corporation and shall prepare and maintain all tax records for the corporation, including all documentation concerning tax exempt status for federal or
state taxes.
Sub-section 5. In the event of a temporary absence or disability of a director, which is either
forecasted or ongoing for less than six (6) months duration, the position may be filled by the Board of Directors on an interim basis. If the absence or disability of a director is forecasted or ongoing to exceed six (6) months duration, the position may be filled by the Board of Directors on a permanent basis, in
accordance with Article VIII, Section E. If the vacancy is in the office of President, the office will be filled in accordance with Article IX, Section B2. If the
vacancy is another officer, the selection of board member to fill the vacant officer position is at
the discretion of the Board of Directors.
Section C. The Board of Directors has the power to designate areas of responsibility for the non-officer
director positions. Such designations are designed to bring consistency and continuity to the
operations of the organization. Such designations may include, but are not limited to, Operations,
Education, Social Outreach, and Facilities. The Board may modify those designations at any time that it
deems necessary for the efficient operation of the organization.
Article X – Committees
The Board may create standing committees with duties and powers as may be deemed necessary and
appropriate. The President may recommend chairmen of committees from the members of the
organization, who may serve, if willing, at the pleasure and approval of the Board of Directors. Each
Chairmen is responsible for designating his or her committee members.
Article XI – Executive Director
The Board of Directors may, as soon as funds are available for such purpose, consider the employment
of an Executive Director who shall be directly responsible to the President of the corporation and shall
assist the officers in the performance of their duties.
The Executive Director shall be subject to such terms of employment and shall be paid such
compensation as may be approved by the Board of Directors. The Board of Directors shall evaluate
the Executive Directors annually. The Executive Director shall be responsible for implementing the
corporation’s policies as promulgated by the President and Board of Directors, supervising the
employees of the corporation, and generally managing the day-to-day affairs of the corporation in
accordance with the job description approved by the Board of Directors. The Executive Director shall
also be responsible for reporting to the Board of Directors any and all information of which the Board
should have knowledge in order to carry out its responsibilities as enumerated in these bylaws.
The Executive Director shall not be an officer or director of the corporation and shall not have any
voting rights. The Executive Director shall be a nonvoting member ex officio of each committee.
Article XII – Fiscal Year
The fiscal year of the corporation shall commence on the 1st day of January and terminate on the 31st
day of December of each year.
Article XIII – Distribution of Assets
Upon dissolution, liquidation, and winding up of the corporation, the Board of Directors shall, after
paying or making provision for the payment of all the liabilities of the corporation, dispose of all of the
assets of the corporation exclusively for the purposes of the corporation in such manner, and to such
organization or organizations organized and operated exclusively for charitable, educational, religious or
scientific purposes as shall at the time qualify as an exempt organization under section 501(c)(3) of the
Internal Revenue Code of 1954, as amended as the Board of Directors may determine. Any assets not so disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the corporation is then located exclusively for such purposes, or to such organization or organizations as such court shall determine. No director, officer or member of the corporation shall have any vested right, interest, or privilege in or to the assets of the corporation, or any right, interest, or privilege therein which may be transferrable or inheritable, or which shall continue after such person ceases to be a director, officer or member, respectively.
Article XIV – Amendment of Bylaws
These bylaws may be adopted, amended or rescinded by a majority vote at any regular or special
meetings of the Board of Directors, following reasonable advance written notice of not less than ten (10)
days to the directors of such proposed bylaws changes or rescission. A quorum of the Board must be
present; however, an absent director may vote in person or via written instrument. Such change or
rescission cannot substantially affect the provisions of Article II in such a way to deviate or devalue the
primary Mission and Focus of FFRA or from the meaning of Section 501(c)(3) of the Internal Revenue
Code.
Article XV – Meetings of Members
Section A. General educational and business meetings are open to the public, irrespective of
membership. Meetings of the Board of Directors are open to members and associate members.
General educational and business meetings of the membership will be held the second Friday of each
month at the FFRA Resource Center, located at the corporate office. Board meetings will be held on the
Wednesday prior to the general meeting. The Board of Directors may designate a different date and
location in any given month for any meeting in order to meet the needs of the organization. Any such
change must be communicated to the membership as soon as feasible.
Section B. The October Annual Meeting of the Corporation shall be held immediately prior to the
general October meeting of the membership for the purpose of electing Directors and transacting any
other business required to be transacted by the membership on behalf of the Corporation. There is no
quorum requirement at any meetings of the membership, including the October Annual Meeting. Any
matters to be voted on will be determined by a majority vote of those members present at the meeting
and eligible to vote.
Section C. The order of business at the October Annual Meetings and, as far as practical, at all other
meetings of the Board and the members shall be as follows:
Sub-section 1. Pledge of Allegiance and Opening Prayer
Sub-section 2. Reading and disposal of any unapproved minutes
Sub-section 3. Report of President
Sub-section 4. Reports of Officers and Directors
Sub-section 5. Unfinished business
Sub-section 6. Election of Directors
Sub-section 7. New Business
Sub-section 8. Adjournment
Article XVI
Research Papers, Documents, and Literature: The research papers, documents, literature, and any other books and papers on file with the corporation may be subject to inspection or copied by any member of the public.
Article XVII- Indemnification
Section A. The Corporation (including all successors, subsidiaries, related and associated entities) shall, to the extent legally permissible, fully indemnify and hold harmless each person who may serve or who has served at any time as an officer, director, agent, consultant, contractor, or employee of the
Corporation (the “Indemnified Person”) with Counsel selected by or approved by such “Indemnified
Person” against all cost, expenses and liabilities, (the “Indemnification Payments”) including, without
limitation, counsel fees, court costs (including discovery, witness and litigation expenses) awards,
judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed
upon such “Indemnified Person” in connection with any threatened, pending or completed action,
mediation, arbitration, suit or proceeding, including all appeals and post-judgment actions in which the
“Indemnified Person” may become involved by reason of his or her service in such capacity.
Section B. The Corporation shall promptly pay in full and before default, enforcement or levy, all
such “Indemnification Payments” and all other sums and amounts which may be due and owing
pursuant to this Article so as to timely and full indemnify and hold the “Indemnified Person”
harmless for all the foregoing amounts.
Section C. The indemnification provided hereunder shall inure to the benefit of the heirs, executors
and administrators of the estate of the “Indemnified Person”. The right of indemnification under this
Article shall be in addition to and not exclusive of all other rights to which any “Indemnified Person”
may be entitled.
Section D. This Article constitutes a contract between the Corporation and the “Indemnified Person”
made with good, valuable and sufficient consideration of. No amendment or repeal of the provisions of
this Article which adversely, limits, reduces, modifies or affects the right of an “Indemnified Person”
under this Article shall apply to such “Indemnified Person” with respect to those acts or omissions which
occurred at any time prior to such amendment or repeal, unless the “Indemnified Person” consented in
writing to such amendment or repeal.
Article XVIII – Fidelity Bonds
(RESERVED FOR FUTURE USE)
Article XIX – Fiscal Management
Section A. The receipts and expenditures of the corporation shall be credited and accounted for in a
fiscally responsible manner by the Treasurer.
Section B. A review of the accounts of the corporation shall be made annually by an audit
committee, appointed by the Board of Directors. A review report shall be announced at the October
Annual Meeting during the presentation by the Treasurer. A copy of the review report will be
furnished to any member upon request of said member.
Section C. With the exception of the Executive Director, as provided in Article XI of the bylaws, no
compensation shall be paid to any Director or committee member at any time for services rendered on
behalf of the corporation. Any person hired as an employee of the corporation will be governed by the
Board of Directors and the Executive Director, as appropriate.
Section D. If there should be dissolution of FFRA, assets shall be distributed for one or more
exempt purpose within the meaning of section 501(c)(3) of the Internal Revenue Code, or the
corresponding section of any future federal tax code, or shall be distributed to the federal
government, or to a state or local government, for public purpose.
Section E. Annual or other periodic financial reporting forms required by the Internal Revenue
Service or other governmental authorities shall be reported in a timely manner on the
appropriate forms, by FFRA’s Treasurer and reported to the Board of Directors. The Treasurer
may utilize outside sources with approval of the Board of Directors.
Article XX – Conduct of Meetings and Parliamentary Rules
Current Robert’s Rules of order shall govern the conduct of the corporation meeting when not in conflict
with these bylaws
END