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CHARTER AND CONSTITUTION of the AMERICAN CIVIL LIBERTIES UNION OF FLORIDA, INC. OLYMPIA BUILDING (Enacted 1965)

ARTICLE I - NAME

The name of this corporation will be: THE AMERICAN CIVIL LIBERTIES UNION OF FLORIDA, INC. OLYMPIA BUILDING

ARTICLE II - PURPOSE

THE AMERICAN CIVIL LIBERTIES UNION OF FLORIDA is organized to serve these ends: To uphold the guarantees of freedom of speech, press, assembly, religion, and thought, as provided in the United States Constitution and the Bill of Rights and to uphold the Florida State Constitution and Declaration of Rights; to uphold due process of law and equal protection under the law as provided by the Constitution; to encourage an appreciation of our basic liberties; to perpetuate, through a program of education and positive action, respect and devotion for freedom and liberty.

The American Civil Liberties Union of Florida shall co-operate with and subscribe to the principles and constitution of the American Civil Liberties Union.

ARTICLE III - BOARD OF DIRECTORS

1. The affairs and administration of the organization shall be under the direction of the State Board of Directors who shall determine and co-ordinate policy, public relations, legislative programs, and legal action; receive and disburse funds; approve chapter and state board budgets; supervise the state office and personnel; grant, revoke, or revise chapter status; maintain statewide membership records; and do whatever else is necessary to carry out the purpose of this charter.

2. Each chapter shall be entitled to one State Board Director for the first seventy-five (75) members, or fraction thereof, of its paid-up members as defined in the state by-laws, and one additional member for each seventy-five (75) additional members added thereto.

3. Members of the State Board of Directors may elect, by a three-fourths (3/4) vote, three members-at-large, who shall enjoy full voting privileges. All State Board members shall have the right to vote for members-at-large.

4. In the event of the inability of any director to attend any meeting of the Board of Directors, an alternate for such Director may act at the meeting with the same powers as the Director. The selection of the alternate shall be in conformity to procedures established by the Chapter of which the Director is a member.

5. Between meetings of the Board of Directors, the Executive Committee (officers of the Board) shall have full authority to take any and all actions on behalf of the Board of Directors, subject to review at the next meeting of the Board of Directors.

6. A quorum of the Executive Committee shall consist of a majority of its members.

7. Directors attending meetings requiring travel out of town may be paid reasonable travel expenses at the discretion of the Board.

8. The term of office of Directors shall be for two (2) years or until their successors have been elected commencing December 15, 1965 and each year thereafter. Elections shall be held by the chapters not later than October 15 of each year. One half of the Directors of the first board shall serve a term of one (1) year and the remaining Directors shall serve a period of two (2) years. Determination for the length of term will be drawn by lot at the first meeting of the State Board.

9. The Board of Directors shall meet as the occasion requires but not less than four (4) times each year. Additional meetings may be called by the Chairman. Any three (3) Directors may, upon written request, require the Chairman to call a meeting within thirty (30) days of their request.

10. Members of the Board who fail to attend three consecutive meetings without advanced written explanation may be dropped from membership on the Board, and after notification to the local chapter represented by the Board member.

11. Upon the execution of this Charter by its subscribers, the following temporary Board of Directors shall take office, said Board of Directors hereinafter named and heretofore active as Board of Directors of the Florida Civil Liberties Union; and they shall serve as temporary Directors until December 15, 1965. Their names and addresses are:

Dr. Ted Aidman Mildred Cowan Dr. A.R. Finchell 8325 Cheryl Lane 6155 SW 106 th Street 507 Olympia Bldg. Miami, Florida Miami, Florida Miami, Florida Harlow Chamberlin Richard Feder Robert Hamburg 892 NE 146 th Street 250 NE 17 th Terrace 426 Amalfi Avenue Miami, Florida Miami, Florida Coral Gables, Florida Peter Christiansen Philip Feldman Herbert L. Heiken 2960 SW 6 th Street 1429 NW 7 th Avenue 763 Arthur Godfrey Road Miami, Florida Miami, Florida Miami, Florida Ethel Herbert William Kuge Maurice Rosen 3325 SW 81 st Avenue 2999 SW 3 rd Street 17166 NE 19 th Avenue Miami, Florida Miami, Florida N. Miami Beach, Florida Alfred I. Hopkins I. Randolph Indacer Joseph Segor 1701 Meridian Avenue 219 S. Orange Avenue 311 Lincoln Road Miami Beach, Florida Sarasota, Florida Miami Beach, Florida Phillip Houts Marie Mehl Bertram Schild 3711 Pine Tree Dr. 8940 SW 186 th Terrace 12370 SW 6 th Avenue Miami Beach, Florida Miami, Florida Miami, Florida Stewart Kohn Nathan Hopkin Tobias Simon 1820 Jefferson Avenue 482 SW 9 th Street 223 SE 1 st Street Miami Beach, Florida Boca Raton, Florida Miami, Florida Kay Kuge Stanley Pred 2999 SW 3 rd Street 805 Dade Federal Bldg. Miami, Florida Miami, Florida

ARTICLE IV - OFFICERS

1. The officers of this organization shall be filled from among and by those Directors elected at an annual election held immediately after the election of State Board members. The officers to be designated shall be chosen at the discretion of the State Board of Directors.

2. The Annual Meeting shall be held on or about the 15 th day of December, said date not to vary more than seven days, for the purpose of installing the officers of the State Board.

3. The temporary officers who are to manage the affairs of the State Board shall be those officers now duly elected as officers of the Florida Civil Liberties Union, and shall hold said offices until the first Annual Meeting to be held on December 15, 1965, when the permanent officers shall be installed. These officers and their addresses are as follows.

Chairman Affiliate Vice-Chairman Treasurer John Papandrew Philip Seligman H. Zachary Marks 7501 SW 80 th Street 5830 SW 2 nd Terrace 900 Bay Drive Miami, Florida Miami, Florida Miami, Florida Exec. Vice Chairman Development Vice Chairman Secretary Howard W. Dixon James Aberman Bernice Ullrich 415 Seybold Bldg. 5040 SW 87 th Court 2012 SW 25 th Terr. Miami, Florida Miami, Florida Miami, Florida Admin. Vice Chairman Cindy Thorner 5861 SW 84 th Street Miami, Florida

ARTICLE V - ADVISORY COMMITTEE

1. There shall be an Advisory Committee of not more than fifty (50) persons who shall be nominated by the Executive Committee and elected annually by the Board of Directors. Persons accepting invitation to serve on the Advisory Committee shall be members of the American Civil Liberties Union. The Committee shall be constituted as to obtain maximum statewide representation and shall not include any member of the Board of Directors.

2. The members of the Advisory Committee may collectively or individually submit recommendations to the Board of Directors, which shall be considered by the Board of Directors within ninety (90) days. The members of the committee have the right of voice, but not of vote, at all Board meetings.

ARTICLE VI - CHAPTERS

1. Chapter status shall be accorded by the State Board of Directors to any group of members of the American Civil Liberties Union of Florida, who have, for a minimum period of six (6) months, given evidence of stable organization, active leadership, and ability to perform the principal purposes of the ACLU of Florida. Chapter organizations shall be authorized to conduct the basic business of the ACLU of Florida in their areas with respect to the following specific functions:

?  Investigate infractions of civil liberties and determine the need for legal action, such action subject to approval of the State Board where possible or, in emergencies, subject to verbal approval of any two members of the State Board or the State Chairman, pending consent of the State Board of Directors at the next regular or special meeting.

?  Conduct educational activities, fund-raising campaigns, membership recruitment, and conduct public relations (except relating to unestablished policy matters which must be cleared by the State Chairman or Executive officer).

?  Promulgate and submit the chapter budget for approval of the State Board.

?  By-laws of the Chapters must comply with the Constitution and By-Laws of the ACLU and the ACLU of Florida; copies and amendments to such By-laws shall be provided to the State Office.

?  Copies of all minutes, publications, press releases, etc., shall be provided to the State Office.

2. Provisional Chapter status may be granted upon application, subject to approval of the State Board of Directors.

?  The function shall be similar to a chapter's, except it may not undertake any legal action without prior approval of at least three (3) members of the State Board.

?  It may receive financial assistance from the State Board.

?  It shall be entitled to one non-voting representative on the State Board.

ARTICLE VII - AMENDMENTS

This Charter may be amended as follows: two-thirds (2/3) of the Board of Directors of any chapter, two-thirds (2/3) of the State Board of Directors, or twenty-five (25) members of the ACLU of Florida who sign a petition to that effect may propose amendment to the Charter. Any proposed amendment shall be submitted by the Board of Directors to the entire paid-up membership at least thirty (30) days prior to the deadline for casting of all ballots. The vote shall be by mail ballot. All amendments must be approved by two-thirds (2/3) of all votes cast.

ARTICLE VIII - BY-LAWS

The By-laws of this corporation shall be formulated by the State Board of Directors is authorized to make, alter, or rescind any portion of the By-laws it may deem necessary by a two-thirds (2/3) vote of the entire State Board.

ARTICLE IX - EXISTENCE

This corporation shall exist perpetually.

ARTICLE X - QUALIFICATIONS FOR OFFICE

Membership in this corporation shall be open to all members in good standing of the American Civil Liberties Union.

ARTICLE XI - SUBSCRIBERS

Mrs. Marie Mehl 8941 SW 186 th Terrace Miami 57, Florida Sol Zitter 1633 13 th Terrace Miami Beach 39, Florida Ethel Herbert 3325 SW 81 st Avenue Miami 55, Florida Peter Christiansen 2960 SW 6 th Street Miami 35, Florida H. Zachary Marks 900 Bay Drive Miami 41, Florida Alfred Hopkins 1445 16 th Street Miami 39, Florida Cindy Thorner 5861 SW 84 TH Street Miami 43, Florida Alvin M. Chester 2725 SW 3 rd Avenue Miami 29, Florida Stanley M. Pred 450 NW 91 st Street Miami 50, Florida James Aberman 5040 SW 87 th Court Miami 65, Florida Philip Houts 3711 Pinetree Drive Miami Beach 40, Florida Bernice E. Ullrich 2012 SW 25 th Terrace Miami 33, Florida Florence Diffenderfer 7530 SW 35 th Street Miami 55, Florida Maurice Rosen 17166 NE 19 th Avenue Miami 62, Florida

ARTICLE XII - INDEBTEDNESS

The highest amount of indebtedness or liability to which this corporation may, at any time, subject itself, shall be $1,000,000, however, to statutory provisions and the rules and regulations of the ACLU.

ARTICLE XIII - REAL ESTATE

The highest amount in value of real estate which the corporation may hold, subject to the laws of the State of Florida and the rules and regulations of the American Civil Liberties Union, shall be $1,000,000.

ARTICLE XIV - DISPOSITION OF ASSETS

Upon dissolution of this corporation all assets shall be distributed to the National ACLU.

ARTICLE XV - POWERS

This corporation shall have all the powers, rights, and duties not inconsistent with the laws for a corporation not for profit incorporated in the State of Florida and not inconsistent with this Charter or the rules and regulations of the ACLU.

IN WITNESS WHEREOF, we, the undersigned subscribing incorporators, have hereunto set our hands and seals this 21 day of July, 1965.

MARIE C. MEHL
SOL ZITTER
ETHEL HERBERT
PETER CHRISTIANSEN
H. ZACHARY MARKS
ALFRED I. HOPKINS
CINDY THORNER
ALVIN M. CHESTER
STANLEY M. PRED
JAMES ABERMAN
PHILIP HOUTZ
BERNICE E. ULLRICH
FLORENCE DIFFENDERFER
MAURICE ROSEN

STATE OF FLORIDA

BEFORE ME, a Notary Public of the State of Florida, there personally appeared Marie C. Mehl, Sol Zitter, Ethel Herbert, Peter Christiansen, H. Zachary Marks, Alfred I. Hopkins, Cindy Thorner, Alvin M. Chester, Stanley M. Pred, James Aberman, Philip Houtz, Bernice E. Ullrich, Florence Diffenderfer, and Maurice Rosen, the fourteen (14) persons subscribed before me that the same was their own act and deed and the act and deed of each of them. WITNESS my hand and seal, at Miami, Florida this 21 of July, 1965.

My Commission expires: Howard W.
August 14, 1967 NOTARY PUBLIC, State of Florida at Large

Articles of Restatement of the American Civil Liberties Union Foundation of Florida, Inc. (Approved by the Membership, April 2004)

ARTICLE I - Name

The name of the corporation is: The American Civil Liberties Union Foundation of Florida, Inc.

The address is: 4500 Biscayne Blvd., Suite 340, Miami, FL 33137

The duration of the Corporation shall be perpetual.

ARTICLE II - Purpose

The purpose of this Corporation is to preserve, protect, defend and advance civil liberties and civil rights in accordance with the principles of the national American Civil Liberties Union, Inc. and wholly without political partisanship.

This Corporation shall not: (A) engage in transactions or activities which are not permitted to be carried on by a corporation described in Section 501(c)(3) of the Internal Revenue Code of 1954, or by a corporation to which contributions are deductible under Section 170(a) of the Internal Revenue Code of 1954; or (B) conduct any activities which are intended or designed to influence legislation, or participate in any way in any political campaign on behalf of or in opposition to any candidate for public office.

Furthermore, the assets of the Corporation shall at no time enure to the benefit of any person having a personal or private interest in this Corporation, except for reasonable allowances for salaries, for services actually rendered or for reimbursement in reasonable amounts for expenses actually incurred in attending to the affairs of this Corporation.

ARTICLE III - Board of Directors

1. The affairs and administration of the Corporation shall be under the direction of the Board of Directors who shall determine and co-ordinate policy, receive and disburse funds, and engage in any lawful actions to promote the purpose of the Corporation.

2. The Board of Directors shall consist of the directors of the American Civil Liberties Union of Florida, Inc.

3. All other provisions regarding directors, other than as provided herein, shall be specified in the Bylaws of the Corporation.

ARTICLE IV - Officers

All provisions regarding officers shall be specified in the Bylaws of the Corporation.

ARTICLE V - Amendments

These Articles may be amended by a two-thirds vote of the entire Board of Directors in accordance with the Bylaws of the Corporation.

ARTICLE VI - Bylaws

The Bylaws of the Corporation shall be formulated and may be revised by the Board of Directors in accordance with the Bylaws of the Corporation.

ARTICLE VII - Disposition of Assets on termination

Upon dissolution of this Corporation, all assets shall be distributed to the national American Civil Liberties Union Foundation, Inc., currently headquartered at 125 Broad Street, New York, N.Y. 10004.

ARTICLE VIII - Registered Agent, Office

The name and the Florida street address of the registered agent are:

Howard Simon 4500 Biscayne Blvd., Suite 340 Miami, Florida 33137

ARTICLE IX - Adoption of Articles of Restatement

These Articles of Restatement were adopted and approved in accordance with Article X of the existing Articles of Incorporation, said approval to be effective on ______________________, 2004.