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Sunshine State One Call (SSOCOF) is a not for profit corporation which began with the 1993 adoption of the "Underground Facility Damage Prevention and Safety Act," Chapter 556, Florida Statutes. Member underground facility owners and operators fund its operation. Its main purpose is to assist with preventing damage to underground facilities. In doing this, SSOCOF has two main areas of responsibility:
When excavators contact us, they reduce their risk of personal injury and property damage. Likewise, By being members, companies may reduce the risk of damage to underground facilities, service disruptions, environmental contaminations, loss of products and potential disasters. Mission Vision
BYLAWS OF
SUNSHINE STATE ONE CALL OF FLORIDA, INC ARTICLE I NAME AND PURPOSE OF THE CORPORATION Section A. Name: The name of the corporation is Sunshine State One-Call of Florida, Inc., a Not-for-Profit Corporation hereafter referred to as the Corporation, as established by Ch. 556, F. S. Section B. Purpose: The purpose of this corporation is as follows:
History: New May 1993; Amended May 1997; May 1998; May 2002.
ARTICLE II MEMBERSHIP Section A. Membership Category: The Corporation shall have two categories of Members.
Section B. Membership Contributions: The cost of administration of the system shall be funded as set forth in Chapter 556, F.S. The Board of Directors shall determine the manner in which contributions shall be assessed, and the assessment may be in the form of a per notification (ticket transmission) charge for each notification received in a member’s gridded area or in any other form which fairly and reasonably distributes costs to members. At the direction of the Board of Directors, members shall be promptly informed of the form and level of charges and any changes thereto. Members shall timely pay all legitimate charges as a condition to the receipt of notification of excavation activity.
Section C. Membership Obligations: Every entity required by law to be a member shall provide funding for the cost of administration pursuant to the policies and procedures adopted by the corporation and shall be liable for proper assessments in the Circuit Court in and for Volusia County, Florida, or in any other venue deemed appropriate by the corporation. Section D. Withdrawal of Associate Membership: An associate member may withdraw from membership at any time; however, the Corporation is not liable to refund any membership fees or any part thereof paid by such associate member. History: New May 1993; Amended May 1994; May 1996; May 1998; May 2000; May 2002; May 2003.
ARTICLE III MEETING OF MEMBERS Section A. Notice of Meetings: Written notice of the time and place of all meetings shall be sent to the members within a reasonable time prior to each meeting. Notice shall be given by mail or by electronic means to each member at the member’s last known address. If possible, notice shall also be placed in the Florida Administrative Weekly. The notice of the meeting shall specifically state the purpose or purposes for which the meeting is called. Section B. Place of Meetings: All meetings of the members of the Corporation shall be held at the principal office of the Corporation, or at such other place, within the State of Florida as determined by the Board of Directors and set forth within the notice of the meeting. Section C1. Annual Meetings: The annual meeting of the members of the Corporation shall be held in May each year at a time and location designated by the Board of Directors for the purpose of electing Directors of the Corporation, considering changes to these bylaws and for the consideration of such other matters as may be properly brought before the meeting. Section C2. Substitute Annual Meeting: If the annual meeting cannot be held as provided by these bylaws, a substitute annual meeting may be called by a majority of the Board of Directors. A meeting so called shall be designated and treated for all purposes as the annual meeting. Section D. Special Meetings: Special meetings of the Members may be called at any time by the Chairperson or a majority of the Board of Directors of the Corporation. Section E. Agenda for Meetings: At the Board of Directors meeting prior to a membership meeting, the Board of Directors shall establish the Agenda, which shall be approved at the commencement of the meeting. Section F. Voting Lists: No later than the beginning of each meeting of the members, the Secretary shall approve an alphabetical list of the Members eligible to vote at such meeting with the address of each. The list shall be kept on file at the registered office of the Corporation, and shall be subject to inspection by any member at any time during usual business hours. This list shall also be available for inspection during the meeting. Section G. Voting of Members: Each primary Member in good standing shall be entitled to one vote per legal entity to elect Directors of the Corporation as specified in Article IV and to vote on bylaws. Each primary member through a designated representative shall be entitled to one vote per legal entity on all matters submitted to the members for approval or otherwise for a vote. Associate members shall not be entitled to a vote. Section H. Quorum: Any number greater than ten of the primary members of the Corporation, represented in person, shall constitute a quorum at a meeting of members. Section I. Adjournment: Any membership meeting may be adjourned from time to time to any date that allows for timely notice. Such adjournment shall be by a majority of the members present at such meeting. Notice of the time and date and place of the reconvening of any adjourned membership meeting shall be given in writing per Section E of this Article III. Section J. Proxies: Proxy votes shall not be permitted. History: New May 1993; Amended May 1996; May 1998, May 2000; May 2002.
ARTICLE IVDIRECTORS Section A. General Powers: The Board of Directors shall have general charge and management of the affairs, funds and property of the Corporation. The Board of Directors shall have full power, and it shall be the Board of Directors duty, to carry out the purposes and objectives of the Corporation in accordance with the Articles of Incorporation, these bylaws and the "Underground Facility Damage Prevention and Safety Act." The Board of Directors shall review the performance of its Executive Director and its General Counsel on a regular basis. Section B. Number, Term and Election, Designation of a Substitute and Automatic Termination of Directors:
History: New May 1993; Amended May 1994; May 1995; May 1996; May 1997; May 1998; May 2000; May 2002; May 2003;May 2005.
ARTICLE V MEETINGS OF DIRECTORS Section A. Regular Meetings: A regular meeting of the Board of Directors shall be held immediately after, and at the same location as the annual meeting of the Members. The Board of Directors may provide for the holding of additional regular meetings at prescribed times and locations within the state of Florida. All meetings shall be presided over by the Chairperson of the Board and in his/her absence by the Vice-Chairperson. Section B. Special Meetings: Special meetings of the Board of Directors may be called by the Chairperson or set at a regular meeting by a majority of the Directors. The Chairperson or Directors calling such meeting shall fix the date, time, and location for such meeting. Section C. Notice of Meetings: No meeting of the Board of Directors may be held without notice. The Chairperson or Directors calling a meeting of the Board of Directors shall cause reasonable notice to be given to all Directors in the manner set forth in Article III. Such notice must specify the purpose for which the meeting is called. Section D. Quorum: A majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section E. Manner of Acting: Except as otherwise provided in these bylaws, the act of the majority of the Directors present at a meeting at which a quorum is present shall be an act of the Board of Directors. Each primary member Director shall have one vote. An associate member Director shall have one vote. Section F. Presumption of Assent: A Director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her contrary vote is recorded or the Director has abstained from voting. Section G. Board of Directors meetings by teleconference: Action taken by a scheduled teleconference meeting, noticed as set forth in Article III, constitutes Board action. Section H. Conduct of Meetings: Meetings shall be conducted pursuant to an agenda established by the Chairperson, and approved or modified by the Board of Directors. The agenda shall include no less than thirty (30) minutes for an open forum to include problem resolution if requested prior to adjournment. History: New May 1993; Amended May 1996; May 1998; May 2000; May 2002;May 2005.
ARTICLE VI COMMITTEES Section A. Committee Members: The Chairperson of the Board of Directors shall select and the Directors shall approve by majority vote the persons to serve on Committees. Each Director shall serve on at least one Committee. Each Committee, except the Executive Committee, shall have a minimum of three (3) and a maximum of eleven (11) members. Each committee other than the Executive Committee shall be comprised of Directors and employees of members of the corporation or associate members. Section B. Operation of Committees: Each Committee shall exercise the powers and perform duties as required by these bylaws or as directed to be performed by the Board of Directors. All actions taken by Committees shall be subject to review and approval by the Board of Directors, and each Committee shall keep minutes of each meeting and present a report to the Board of Directors at each Board meeting, along with any actions or suggestions for which approval is sought. Section C. Service on Committees: No person may be a member of more than two (2) standing Committees, and the Chairperson and Secretary shall only serve on the Executive Committee and the Executive Review Committee. Section D. Organization of Committees: Each committee shall have a chairperson elected by the Board of Directors, but the members of each Committee shall select the secretary and vice chairperson of the committee. The chairperson of the Board of Directors and the secretary of the Corporation shall also occupy those same positions on the Executive Committee. The chairperson of any committee shall not hold the position for more than two consecutive one year terms. Section E. Meetings of Committees: Each standing committee shall meet at least once every quarter unless the chairperson decides that no meeting is necessary. If no meeting is held in any particular quarter, the chairperson shall report and explain the reasons to the Board of Directors. The chairperson shall cause notice of committee meetings to be given in the manner required by Article III. Section F. Vacancies and Quorum: A majority of the members of any Committee shall constitute a quorum. If any member should resign or terminate activity on a Committee, the Board of Directors may elect a replacement. Section G. Standing Committees: The Executive, Finance, Operations, and Damage Prevention Committees shall be standing Committees of the Board of Directors.
Section H. Ex Officio Members: The Executive Director and General Counsel shall be ex officio members of all committees of the Board of Directors. History: New May 1993; Amended May 1995; May 1996; May 1998, May 2000; May 2002; May 2003;May 2005.
ARTICLE VII OFFICERS OF THE CORPORATION Section A. Number and Eligibility: The officers of the Corporation shall be elected from the primary members of the Board of Directors and shall consist of a Chairperson, a Vice-Chairperson, a Secretary, a Treasurer and such other Vice-Chairpersons, Assistant Secretaries, Assistant Treasurers and other officers as the Board of Directors may from time to time elect. Section B. Election and Term: The officers of the Corporation shall be elected by the Board of Directors. Such election may be held at any regular or special meeting of the Board at which a quorum is present. Each officer shall hold office for a term of one year. Officers other than the chairperson may be re-elected for consecutive terms if the Board of Directors so chooses. Section C. Removal: Any officer or agent elected or appointed by the Board of Directors may be removed by the Board by majority vote of Board members present at a properly noticed meeting, whenever in its judgment the best interests of the Corporation will be served thereby; but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Section D. Compensation: No officer shall receive any salary or compensation for services rendered to the Corporation. An officer may be reimbursed for expenses incurred as approved by the Board of Directors. Section E. Duties of the Officers: The Officers of the Corporation shall have the following duties:
History: New May 1993; Amended May 1996; May 1998; May 2000; May 2002; May 2003;May 2005.
ARTICLE VIII CONTRACTS, LOANS, CHECKS AND DEPOSITS Section A. Contracts: The Board of Directors may authorize by resolution of the Board of Directors or by a policy adopted pursuant to these bylaws any officer or officers, agent or agents, to enter into any contract or execute and deliver any instruments in the name of and on behalf of the Corporation, and such authority may be general or be effective with respect to limited categories or be confined to specific instances. Section B. Loans: No loans shall be obtained on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors or by a policy adopted pursuant to these bylaws. Such authority may be general or confined to specific instances. Section C. Checks and Drafts: All checks, drafts or orders for the payment of money issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors or by a policy adopted pursuant to these bylaws. Section D. Deposits: All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such depositories as the Board of Directors shall direct. History: New May 1993; Amended May 1996; May 1998; May 2002.
ARTICLE IX GENERAL PROVISIONS Section A. Seal: The Corporation shall adopt and use a corporate seal. Section B. Indemnification:
Section C. Director conflict of interest: No contract or other transaction between the Corporation and one or more of its Directors or any other corporation, firm, association, or entity in which one or more of its Directors are directors or officers or are financially interested shall be either void or voidable, because of such relationship or interest, because such Director or Directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction, or because his or their votes are counted for such purpose, if:
Section D. Fiscal Year: The fiscal year of the Corporation shall end on May 31 of each year. Section E. Amendments: These bylaws may be amended by a majority vote of the Primary Members present at a regular or special meeting of the Corporation provided notice of the proposed amendment has been stated in the notice of the meeting. Section F. Independent Operation: The Corporation shall function independently, and its location and method of operation shall be selected in such manner as to minimize its direct association with any participating member. Section G. Liabilities: In the event of property damage to the plant of any member, the individual member and parties involved shall accept the responsibility for all inquiries, investigation or litigation, and such actions shall not involve the Corporation. Section H. Unauthorized Distribution of Information: Information and data received from the Corporation by members of the Corporation about excavation activity is intended solely for the use of the recipient for its own business purpose. Members shall not routinely provide information about excavation activity to any other entity except as may be required by law. The intent and purpose of this section is to discourage the transfer of information and data received from the Corporation when such transfer is for the purpose of avoiding the payment of charges by the corporation. Repeated violations will subject the violator to payment for revenue lost to or diverted from the Corporation by the violator, upon majority action by the Board of Directors. Section I. Policies: 1. The Board of Directors may review, revise, adopt or delete by majority vote, at any noticed meeting, any policy for the conduct of its business or operations. 2. The Board of Directors will establish a policy manual with all policies numerically organized. The policy manual will be made available at all noticed meetings and will be available for review at the office of the corporation.
History: New May 1993;
Amended May 1994; May 1996; May 1998; May 2000; May 2002. ARTICLE XOFFICES Section A. Principal Office: The principal office of the Corporation shall be located at DeBary, Florida, or at any other place as may be designated by resolution of the Board of Directors within the State of Florida. Section B. Registered Office: The registered office of the Corporation required by law to be maintained in the State of Florida may be, but need not be, identical with the principal office. Section C. Other Offices: The Corporation may have offices at such other places within the State of Florida, as the Board of Directors may from time to time determine, or as the affairs of the Corporation may require. History: New May 1993; May 2000
Annual Report to the Membership 2006-07 Report to the Membership 2005-06 Report to the Membership 2004-05 Report to the Membership 2003-04 Report to the Membership |
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© Sunshine State One
Call of Florida, Inc. | 11 Plantation Road, DeBary, FL
32713 | (800) 638-4097 |
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