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dictate the policies, procedures, duties and responsibilities of COALITION employees <br /> with the understanding that any financial issues must be in compliance with the <br /> COALITION' s budget. <br /> ARTICLE VI : COMMITTEES <br /> SECTION 1 . STANDING COMMITTEES : The Board may designate standing/ad <br /> hoc committees on an as needed basis . The President shall appoint the committees chairs <br /> with the approval of the BOARD . In all cases the chairperson of each committee shall be <br /> a member of the Board. <br /> ARTICLE VII : MISCELLANEOUS PROVISIONS <br /> SECTION 1 . BOOKS AND RECORDS : The COALITION will keep correct and <br /> complete books and records of account, and will also keep minutes of the proceedings of <br /> its Members, BOARD, and committees . The COALITION will keep as its registered <br /> office a Membership Register of the names, addresses, classes and other details of the <br /> membership of the COALITION, the Articles of Incorporation and Bylaws (including <br /> amendments) as well as shall be available to the Members or public for inspection upon <br /> reasonable request during business hours . <br /> SECTION 2 . NON-STOCK CORPORATION: This Corporation will not have or <br /> issue shares of stock. No dividend will be paid, and no part of the income or assets of the <br /> COALITION will be distributed to its Members, BOARD, or Employees . <br /> SECTION 3 . INDEMNIFICATION : Any person made or threatened to be made a <br /> party to any action or proceeding, whether civil or criminal, by reason of the fact that <br /> he/she is or was a director, officer or employee of the Corporation (or serves, or served, <br /> any other corporation while he/she was a director, officer, or employee of the <br /> Corporation) shall be and hereby is indemnified by the Corporation against all judgments, <br /> fines, amounts paid in settlement and reasonable expenses including attorney ' s fees <br /> actually and necessarily incurred as a result of any such action or proceeding, or any <br /> appeal therein, to the full extent permitted and in the manner prescribed by law. In the <br /> case of indemnification of a person who is or was an employee (rather than a director or <br /> officer) of the Corporation, such indemnification shall be, unless otherwise provided by <br /> law, to the same extent permitted and in the manner prescribed by Florida law for the <br /> indemnification of directors and officers . <br /> SECTION 4. CONFLICTS OF INTEREST : Florida law has a code of ethics for <br /> public officers and employees . All officers, BOARD members, and Executive Directors <br /> shall comply with the code of ethics, including avoiding any conflict of interest or <br /> appearance of a conflict of interest. In carrying out its provider selection and allocation <br /> functions, COALITION members shall declare any conflict of interest and may not vote <br /> on any issue related to the organization they represent or organizations with which they <br /> are affiliated . No compensation shall be paid to members, BOARD members, or <br />