Switchboard of Miami Inc

“The board shall be elected at the annual meeting of the corporation by a simple majority vote of the board defined herein as one half (1/2) of the voting board members plus one (1) (hereinafter a "majority"). Notwithstanding the foregoing, a two-thirds (2/3) vote of the board members entitled to vote is required to reelect a former board member. The board development committee will prepare and distribute to each board member entitled to vote, a list of candidates at least thirty (30) days prior to the annual meeting of the corporation. The board is empowered to fill any vacancies on the board which shall arise by resignation, removal, death or increase in the number of permitted board members. The board development committee and/or executive committee shall recommend an individual to fill each vacancy on the board. The board must approve recommendations of the board development and/or executive committees by a majority vote. Anyone so appointed shall serve until the election at the next annual meeting of the corporation an individual nominated and elected to fill a vacant position on the board shall serve for the remainder of the corporation's fiscal year. Said individual will then be eligible to be elected to thereafter serve two (2) consecutive three-year terms within the same class as the vacancy unless otherwise designated by the chairman.”

“Any action required or permitted to be taken at any meeting of the board may be taken without a meeting if the action is taken by a majority of the board. Any such action shall be evidenced by one or more written consents describing the action taken and signed by each board member. Such action shall be effective when the last board member, constituting a majority, signs the consent; provided, however, that if the consent specifies an effective date, then such action shall become effective as of the specified date when the last board member signs the consent. A consent signed under this section has the effect of a meeting vote and may be described as such in any document. The executive committee shall have the power to act between meetings of the board on any pertinent business. The executive committee shall keep minutes and other records of its actions and submit and report same to the board at its next regularly scheduled board meeting after any action is taken. The executive committee shall be charged with the responsibility for reviewing the performance and annual compensation of the chief executive officer and to make recommendations to the board.”

“The affairs of the corporation shall be managed solely by its board. Trustees shall not authorize or make any expenditures or commit the corporation to any liability whatsoever, unless such expenditures or liability has been previously approved by the board or set up in a budget approved by the corporation.”

“After the tax return is prepared, it is provided to the organization and reviewed by the members of the governing body before being finalized.”

“Transactions with parties with whom a conflicting interest exists may be undertaken only if all of the following are observed: 1. The conflicting interest is fully disclosed; 2. The person with the conflict of interest is excluded from the discussion and approval of such transaction; 3. A competitive bid or comparable valuation exists; and 4. The (board or a duly constituted committee thereof) has determined that the transaction is in the best interest of the organization. Disclosure in the organization should be made to the chief executive officer (or if she or he is the one with the conflict, then to the board chair), who shall bring the matter to the attention of the (board or a duly constituted committee thereof). Disclosure involving directors should be made to the board chair, (or if she or he is the one with the conflict, then to the board vice-chair) who shall bring these matters to the (board or a duly constituted committee thereof). The (board or a duly constituted committee thereof) shall determine whether a conflict exists and in the case of an existing conflict, whether the contemplated transaction may be authorized as just, fair, and reasonable to switchboard . The decision of the (board or a duly constituted committee thereof) on these matters will rest in their sole discretion, and their concern must be the welfare of switchboard and the advancement of its purpose.”

“The chief executive officer shall be selected and hired by a majority vote of the board. The chief executive officer shall be responsible for the overall management of the corporation and its business. The responsibilities and authorities shall be defined in a job description prepared by the executive committee. The chief executive officer is not eligible to serve as a member of the board, but shall be present at all regular and special meetings of the board, unless otherwise directed by board. The chief executive officer shall keep the board informed with respect to the corporation and shall be responsible for reporting to the board in writing, all material matters and developments affecting the corporation and its business, including but not limited to regulatory, statutory, contractual, non-compliance and matters arising with respect to asserted or unasserted claims, litigation and assessments. Remuneration of the chief executive officer shall be established by the board. Remuneration of all other staff shall be established by the chief executive officer within budgetary parameters as outlined in the policies and procedures of the board.”

“All forms are available upon written request.”

“Loss on disposal of fixed assets -6398. Transfer of net assets from family counseling 173613.”

“The process for the oversight of the audit and selection of an independent account has not changed from the prior year.”