SECTION 1. Name.

The name of the corporation is Optimist Club of Cooper City, Inc., a Florida not-for-profit corporation (“Club”). The Club is a recognized branch of Optimist International.

SECTION 2. Incorporation; Registered Office.

The registered office and principal place of business shall be located within Broward County, Florida, as determined from time to time by the Board of Directors (the "Board"). The registered agent shall serve at the pleasure of the Board and may be changed at any time by majority vote of the Board. Any change to the registered office or registered agent shall be promptly reported to the Florida Division of Corporations in compliance with Applicable Law.

SECTION 3. Purpose.

The Club is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (the "Code"). The Club's mission is to provide youth programs, including athletic, educational, and recreational initiatives, to promote the development of good character, citizenship, leadership, and healthy lifestyles among youth and families in Cooper City, Florida, and surrounding communities.

SECTION 1. Definitions.

SECTION 1. General Requirements.

Applications for membership in the Club shall be approved in accordance with the terms of the Club Bylaws, Optimist International Bylaws, and such rules, procedures, and limitations as may be established by the Board of Directors, from time to time. Membership is open to any individual who: (a) is at least eighteen (18) years of age; (b) completes and submits a membership application; (c) is sponsored by a current Member in good standing; (d) successfully passes and maintains a Level 2 background check (or such other screening standard as the Board may adopt); and (e) is approved by majority vote of the Board. The Board may establish additional reasonable procedures or limitations for admission. Membership must be renewed annually in the manner established by the Board. All Members agree to uphold the principles and values of the Club and shall act in good faith to support its mission.

SECTION 2. Classes of Membership.

The Club shall have the following classes of membership:

SECTION 3. Compliance with Policies.

All Directors, Officers, committee members, and volunteers must comply with the Club's Conflict of Interest Policy, Document Retention Policy, Code of Conduct, and Policies & Procedures Manual (collectively, the "Club Policies").

SECTION 4. Rights and Privileges.

Each Member in good standing is entitled to one (1) vote on each matter submitted to the Members and shall have such other rights, privileges, and responsibilities as the Board may determine, subject to these Bylaws. Subject to eligibility requirements and available seats, any Member in Good Standing may be nominated to serve on the Board or participate on Club committees.

SECTION 5. Suspension for Nonpayment.

If any Member fails to pay amounts due to the Club within ninety (90) days after written notice, the Board may suspend some or all membership rights, privileges, and benefits until all amounts are paid. Examples include withholding directory listings, advertising, and attendance at events. A Member suspended for nonpayment is ineligible to run for the Board or hold Club office and may be suspended from any current Board seat until the delinquency is cured. Any such suspension shall be noted in the Club's membership records.

SECTION 6. Suspension or Termination for Cause.

Membership may be suspended or terminated by a two-thirds (2/3) vote of the Board for: (a) failure to pass or maintain required background screening; (b) conduct materially detrimental to the Club's mission or reputation; or (c) material violation of the Club Policies, these Bylaws, or other governing documents.

SECTION 7. Resignation.

A Member may resign at any time by written notice to the Secretary. Resignation does not relieve the Member of obligations incurred and unpaid before resignation became effective.

SECTION 8. Reinstatement.

A former Member (whether resigned, lapsed, or suspended) may apply for reinstatement under the then-current admission procedures. The Board may condition reinstatement on satisfaction of prior obligations. Reinstatement may also be conditioned on signing a new acknowledgment of the Club Policies.

SECTION 9. Membership Records.

The Club shall maintain an alphabetical list (or database) of all Members and their voting status. Access to membership records shall be provided in the manner and to the extent required by Applicable Law and Board policy. No Member shall use membership records for personal, commercial, or political purposes.

SECTION 1. Setting Dues.

The Board shall determine the amount of annual dues, fees, and other assessments payable by Members and shall publish a dues schedule. The dues schedule shall be published annually and made available to all Members upon request.

SECTION 2. Payment: Renewal.

All dues are payable on or before each Member's renewal date, or such unified billing cycle as may be adopted by the Board, and shall be deemed late after thirty (30) days of nonpayment unless otherwise determined by the Board. Unless terminated, membership renews automatically from year to year upon timely payment. Dues are generally payable in advance for the twelve (12) month period to which they relate, unless the Board authorizes payment in installments, grace periods, or alternate billing schedules.

SECTION 3. Waivers; Adjustments; Life Member Exemption.

The Board may waive, reduce, or defer dues, fees, or charges for particular Members upon written request and a showing of good cause. Life Members are exempt from annual dues unless a different policy is adopted by a two-thirds (2/3) vote of the Board.

SECTION 1. Annual Meeting.

An annual meeting of Members shall be held each year in the month of May (or such other month as the Board may designate) for the election of Directors, Officers, and the transaction of such other business as may properly come before the Members. Written notice stating the date, time, place (or platform), and agenda items to be voted upon shall be sent to each Member at least thirty (30) days before the meeting.

SECTION 2. Regular Meetings.

The Club should hold at least ten (10) general membership meetings each year on a regular schedule established by the Board (for example, the first Thursday of each month, with adjustments for holidays). Meetings are open to all Members and shall be open to the public per the current Field Use Agreement.

SECTION 3. Special Meetings.

Special meetings of the Members may be called by: (i) the President; (ii) the Board, by majority vote; or (iii) Members representing at least twenty five percent (25%) of the total membership by written demand stating the purpose of the meeting. If the Board does not issue notice of a Member-demanded special meeting within thirty (30) days after receipt of the demand, the Member(s) signing the demand may set the time and place and issue the notice.

SECTION 4. Notices.

Unless otherwise prohibited in these Bylaws or by state law, all notices and other communications required by these Bylaws or state law shall be in writing and shall be deemed to have been duly given if delivered by:

SECTION 5. Quorum.

A Quorum shall consist of twenty-five percent (25%) of the Members entitled to vote, which shall not be reduced below the minimum required by Fla. Stat. § 617.0725. At any duly called meeting of the Members at which a quorum is present, the act of a majority of the Members present shall be the act of the Members on any matter, except where the act of a greater number of Members is required by law, the Articles of Incorporation or these Bylaws. If a quorum is not present at any duly called meeting of the Members, a majority of the Members present may adjourn the meeting from time to time, without further notice, until a quorum is present. For purposes of these Bylaws, the term “present” or “presence” means physical attendance at a meeting.

SECTION 6. Voting and Proxies: Virtual Attendance.

Each Member in good standing shall be entitled to one (1) vote on each matter submitted to the Members. Voting on all matters may be conducted by mail, telephone call or electronic mail, or any other means of electronic or telephonic transmission; provided, that the Member shall state, or submit information from which it can be determined, that the method of voting chosen was authorized by the Member. No proxy voting shall be permitted under any circumstances. Only the Member entitled to vote may cast their vote. Any vote by proxy, whether written, verbal, or electronic, shall be invalid and not accepted. Members may attend meetings remotely using electronic means approved by the Board. Remote attendance does not count as voting unless physical presence is waived by Board resolution in advance. Remote attendance shall not count toward quorum or voting unless explicitly authorized in advance by Board resolution and in compliance with Fla. Stat. § 617.0721.

SECTION 7. Electronic Signatures.

Whenever these Bylaws require a signature on a document, record or instrument, an electronic signature satisfies that requirement only if: (a) the Board of Directors has affirmatively published regulations permitting an electronic signature as a substitute for a written signature; and (b) the electronic signature is easily recognizable as a secure electronic signature which is capable of verification, under the sole control of the signatory, and attached to the electronic document in such a way that the document cannot be modified without invalidating the signature; or (c) the Board of Directors reasonably believes that the signatory affixed the electronic signature with the intent to sign the electronic document, and that the electronic document has not been modified since the signature was affixed. The Board of Directors may require reasonable verification of any electronic signature, document, record or instrument. Absent or pending verification, the Board may refuse to accept any electronic signature or electronic record that, in the Board's sole discretion, is not clearly authentic. Neither the Board of Directors nor the Club shall be liable to any Member for accepting or acting in reliance upon an electronic signature or electronic record that the Board reasonably believes to be authentic or rejecting any such item which the Board reasonably believes not to be authentic. Any Member who negligently, recklessly, or intentionally submits any falsified electronic record or unauthorized electronic signature shall fully indemnify the Club for actual damages, reasonable attorneys' fees actually incurred, and expenses incurred as a result of such acts. Electronic signatures may be used in lieu of written signatures for ballots, consents, and attendance logs if authorized by Board resolution.

SECTION 8. Action Taken Without A Meeting.

In the Board's discretion, any action that may be taken by the Members at any annual or special membership meeting may be taken without a meeting by written ballot or written consent as provided below.

SECTION 9. Order and Conduct of Business.

The President shall establish the agenda for, and preside at, and the Secretary shall keep the minutes of, all membership meetings. The Board of Directors may establish rules of conduct and the order of business for all membership meetings. When not in conflict with these Bylaws, the Articles of Incorporation, or meeting procedures adopted by the Board of Directors, Robert's Rules of Order (latest edition) shall govern all membership meetings. The Board, acting by majority vote, excluding the vote of any person sought to be removed, if applicable, may order the removal of anyone attending a membership meeting who, in the opinion of the Board, disrupts the conduct of the business at such a meeting. The use of Robert's Rules of Order may be partially or wholly suspended by majority vote of the Members. In the event of any dispute concerning the meaning of any meeting rules, including Robert's Rules of Order, the decision of the President, who may consult with counsel, shall be final and binding.

SECTION 1. Powers of the Board of Directors.

The affairs of the Club shall be managed under the direction of the Board of Directors. The Board of Directors shall have supervision, control, and direction of the affairs and property of the Club, shall determine the policies of the Club, shall actively pursue the purposes and objectives of the Club, and shall ensure that the Club and its Bylaws comply with the policies and procedures of Optimist International, and shall have discretion in the use and disbursement of Club funds. The Board of Directors may adopt such rules, regulations and procedures for the conduct of its business, for the execution of its powers, for the implementation of these Bylaws, and for the fulfillment of the purposes and objectives of the Club as it shall deem necessary or advisable. The Board shall ensure that all policies, resolutions, and expenditures are recorded in the Club's official records and meeting minutes.

SECTION 2. Composition of the Board.

SECTION 3. Term of the Board: Staggering.

Sports Commissioner Directors, in good standing, serve five (5) year terms. All other Directors serve two (2) year terms. Terms shall be staggered so that, as nearly as practicable, half (1/2) of the Board Seats, excluding the seats reserved for the Sports Commissioners, expire each year. Directors and Sports Commissioners may serve unlimited successive terms unless the Members adopt term limits.

SECTION 4. Election of Directors.

Directors are elected by the Members at the annual meeting. Each nominee must be a Member in Good Standing who has been a Member of the Club for at least three (3) months, and meet the eligibility requirements set forth herein. The Board shall issue a call for nominations at least sixty (60) days before the annual meeting. Nominations may be made (i) by a Nominating Committee if established, (ii) from the floor by any Member in Good Standing, or (iii) by timely written petition signed by at least five (5) Members. Directors are elected by majority vote of the Members present and voting, provided that a quorum is present. If the number of nominees does not exceed the number of open seats, the presiding officer may declare the slate elected by acclamation and direct the Secretary to cast a unanimous ballot. Ties are resolved by run off; if still tied, by lot.

SECTION 5. Meetings.

The Board shall hold a meeting immediately after each of the ten (10) scheduled general meetings, that shall be open to all Members in Good Standing. Additionally, the Board shall schedule Board meetings on the third (3rd) Thursday of every month, or at such time and place as determined by the Board. These regular board meetings shall be closed to all Members not currently on the Board, unless otherwise directed by the current Field Use Agreement with the City of Cooper City. Special meetings may be called by the President or upon written request of one third (1/3) of Directors. Notice of each regular or special meeting shall be given at least seventy-two (72) hours in advance (twenty-four (24) hours in an emergency) by mail, electronic transmission, telephone, hand delivery, or other reasonable method. The Board may establish a standing schedule (for example, monthly on a stated day and time) in lieu of individual notices once adopted. Agendas for regular meetings should be distributed at least seventy-two (72) hours in advance. The Board may permit participation by telephone, video conference, or other real time communications that allow all participants to hear and be heard; such participation constitutes presence in person. The Board may record meetings for purposes of minutes and record keeping in accordance with the Document Retention Policy. Attendance at a recorded meeting constitutes consent to recording

SECTION 6. Waiver of Notice.

Whenever notice is required to be given to any Director under these Bylaws, a written waiver thereof, signed by the Director or Directors entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Presence without objection also waives notice.

SECTION 7. Action by Written Consent in Lieu of Meeting.

Any action required or permitted to be taken at a meeting of the Board of Directors or of any committee thereof may be takenwithout a meeting if a written consent setting forth the action so taken shall be signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent shall have the same force and effect as a vote at a meeting of the Board of Directors or at a meeting of such committee, as the case may be. All such action shall be reported at the next duly called meeting of the Board of Directors.

SECTION 8. Quorum; Acts of the Board.

A majority of the Directors then in office (50% plus one) shall constitute a quorum for the transaction of business. At any duly called meeting of the Board of Directors at which a quorum is present, the act of a majority of the Directors present and voting shall be the act of the Board of Directions on any matter, except with respect to public policy issues or where the act of a greater number of Directors is required by law, the Articles of Incorporation or these Bylaws. If a quorum is not present at any duly called meeting of the Board of Directors, the President shall adjourn the meeting, without further notice, until a quorum is present.

SECTION 9. Good Faith Requirements.

Directors shall act in good faith and in the best interest of the Club, using reasonable care in the performance of their duties.

SECTION 10. Resignation; Absences.

A Director may resign at any time by written notice to the President or Secretary, effective when received unless a later date is stated. Directors are expected to attend meetings. If a Director misses three (3) meetings in any six (6) month period without Board excuse, the Board may deem the Director to have resigned and declare the seat vacant.

SECTION 11. Removal.

Subject to the provisions of F.S. 617.0808, as may be amended from time to time, and as otherwise set forth herein, any member of the Board of Directors may be removed from office with or without cause by a majority of all votes of the Directors, if the director was elected or appointed by the Directors, or a majority of all votes of the Members, if the Director was elected or appointed by the Members; provided, however that such Director shall be afforded an opportunity to be heard, either orally or in writing, prior to any such action. The notice of a meeting to recall a member or members of the Board of Directors shall state the specific Director(s) sought to be removed. The proposed removal of a Director at a meeting shall require a separate vote for each director whose removal is sought. Where removal is sought by written consent, a separate consent is required for each Director to be removed. If removal is effected at a meeting, any vacancies created shall be filled by the Members or Directors eligible to vote for the removal, pursuant to the terms of these Bylaws. Any Director who is removed from the Board is not eligible to stand for reelection until the next annual meeting at which Directors are elected. Any Director removed from office shall turn over to the Board of Directors, within seventy-two (72) hours therefrom, any and all records of the Club in his or her possession. If a Director who is removed does not relinquish his or her office or turn over records as required under this section, the Circuit Court in the County where the Club's principal office is located may summarily order the Director to relinquish his or her office and turn over corporate records upon application of any Member or Director. Failure to comply may result in civil action or referral to counsel and may disqualify the individual from future office.

SECTION 12. Suspension.

SECTION 13. Vacancies.

Any vacancy occurring on the Board of Directors may be filled by the affirmative vote of a majority of the then members of the Board of Directors, including if the remaining Directors constitute fewer members than required to achieve a quorum. The Board of Directors shall vote to fill any such vacancy within sixty (60) days from the resignation or removal of any Director. Any Director elected to fill a vacancy shall serve the remainder of the unexpired term of his or her predecessor in office. However, no vacancy shall be filled within ninety (90) days before a scheduled election unless quorum is at risk.

SECTION 14. Reimbursements; Prizes.

No Director shall be compensated for serving as a Director; provided, however, that the Board of Directors may reimburse any Director for reasonable out-of-pocket expenses incurred and authorized by the Board of Directors. Directors shall be ineligible to win any prizes at events sponsored by the Club, except for regularly held raffles in which all participants are randomly provided with a ticket or entry without favoritism including without limitation Club general meetings and city approved sporting events.

SECTION 15 . Advisory Positions; Directors Ex Ufficio.

The Board may designate non-voting Advisors or Observers pursuant to Fla. Stat. § 617.0825, who may attend meetings and provide input but shall not vote or count toward quorum. Advisors shall not vote, count toward quorum, or hold office, but may serve on committees at the Board's discretion.

SECTION 1. Officers.

Officers shall be elected by a majority vote of the Board of Directors. The elected officers of the Club shall be a President, a First Vice President, a Second Vice President/Sectetary and a Treasurer. The Board of Directors may appoint such other officers as the Board may deem necessary or advisable. The duties of each Officer shall be as described herein and in the Club's Policies & Procedures Manual and may be further defined or amended by resolution of the Board. All Officers shall serve under the oversight of the Board and may be required to submit periodic reports on their activities and delegated responsibilities.

SECTION 2. Qualifications, Election and Term of Office.

The Officers of the Club shall be elected from among the Members each year by a majority of the Members entitled to vote at the Annual Meeting. Each Officer shall serve for a term of one (1) year, unless removed earlier, or until their successor has been duly elected and qualified. With the exception of the Secretary, no Officer shall hold more than one office concurrently.

SECTION 3. Removal.

Any Officer may be removed, with or without cause, by a majority vote of the Board of Directors. Resignation must be submitted in writing and delivered to the Board.