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Bylaws of Palm Beach County Seminole Club Inc.
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Article I: Name
This Corporation shall be known as the Palm Beach County Seminole Club, Inc., a
non-profit Florida corporation (the “Corporation”).
Article II: Purpose
The purpose of this Corporation is to devote and apply all property held by it and
any income derived therefrom exclusively for charitable, scientific, literary, artistic,
cultural, and educational purposes either directly or by contributions to qualifying
organizations duly authorized to carry on such activities. In pursuit of its educational
purpose, this Corporation will strive to (1) provide financial support, public opinion
support and community interest support for Florida State University, (2) foster
both national and international amateur sports competition for sporting events in
which students of Florida State University participate, and (3) encourage prospective
scholars to attend Florida State University.
Article III: Membership
Section 1. Any alumni of Florida
State University or other individuals interested in promoting and financially supporting
the programs of Florida State University shall be eligible for membership. Membership
dues shall be established by the Board of Directors and shall become due and payable
on the first day of September of each year. Each members shall be entitled to vote
on each matter submitted to a vote. Members or Directors, by affirmative vote of
two-thirds of either body, may suspend or expel a member or may terminate the membership
of any member. Any member may resign by filing a written resignation with the Secretary.
Section 2. Application for Membership.
Application for membership shall be made on a standard form as established by the
Board of Directors.
Article IV: Meetings
Section 1. General Meetings The Corporation
shall have periodic meetings as deemed necessary, at a location and time as established
by the Board of Directors. An annual meeting of the membership of the Corporation
shall be held in December, unless another date is determined by the Board of Directors,
at a location and time as established by the Board of Directors.
Section 2. Notice of Meetings Notice
of all meetings shall be given in writing to all members entitled to vote not less
than two (2) days prior to the date of the meeting. Such notice shall specify the
place, day and the hour of the meeting.
Section 3. Quorum At any duly called
meeting of the members, a majority of voting members in good standing shall constitute
a quorum for any and all purposes.
Section 4. Presiding Officer The
President or Vice President, if presiding, shall call the meeting to order and shall
act as the presiding officer thereof. In the absence of the President and Vice President,
a chairman shall be elected by members present at such meeting.
Article V: Board of Directors
Section 1. Number and Qualifications of Board Members.
The corporate powers, business and affairs of the Corporation shall be managed and
directed by a Board of not less than fifteen (15) nor more than twenty-five (25)
members, which shall include all elected officers, selected in the manner prescribed
in these By-Laws.
Section 2. Election and Term of Office of Directors.
The election of the Board of Directors shall occur at the annual meeting of the
Corporation, with a majority vote of the members voting either in person or by proxy
necessary for election. In the event the required number of Director positions are
not filled by majority vote, then such positions shall be filled by those candidates
receiving the highest plurality. Each of the Directors shall serve for a two (2)
year term, except for twelve (12) Directors elected at the December, 2002 annual
meeting, which seats shall be designated to serve a one (1) year term.
Section 3. Board Meetings
- Monthly meeting of the Board shall be held in a location designated by the President
and approved by the Board of Directors.
- The order of the business shall be as follows:
- Call to order
- Minutes of last meeting
- Treasurer’s Report
- Communications
- Reports of Officers
- Reports of Committees
- Unfinished Business
- New Business
- Adjournment
- Special Meetings. The Board shall be called at any time on the order of the
President, or on the order of any two (2) Directors. Only such business of which
the Board has been notified may be transacted at such a called meeting.
- Presiding Officer. The President or Vice President, if presiding, shall call
the meeting to order and shall act as the presiding officer thereof. In the absence
of the President and Vice President, a chairman shall be elected by Directors present
at such meeting.
- Secretary. The Secretary of the Corporation shall act as Secretary of all
meetings. In the absence of the Secretary, the presiding officer may appoint any
member to act as Secretary.
- Notice of Meetings. Each Director’s address and electronic mail address,
if any, shall be registered with the Secretary, and notices of meetings telephoned,
mailed or provided by electronic mail to such address shall be valid notices thereof.
- Quorum. The majority of the authorized number of Directors shall constitute
a quorum for the transaction of business, and every act or decision of the majority
of the Directors present at a meeting at which a quorum is present, made or done
when duly assembled, shall be valid as the act of the Board. The majority of those
present at the time and place of any stated or special meeting, although less than
a quorum, may adjourn the same from time to time, or from day to day, without further
notice, until a quorum shall attend; and when a quorum shall attend, any business
may be transacted which might have been transacted at the meeting had the same been
held on the day on which the same was originally appointed or called.
Section 4. Compensation. Directors
shall serve the Corporation without compensation.
Section 5. Powers and Duties of the Board.
The Board, subject to the restrictions of law, these By-Laws, and the Articles of
Incorporation, shall exercise all of the powers of the Corporation and shall:
- Have authority to admit members into the Corporation.
- Have power to terminate or suspend the membership.
- Have power, upon majority action, to incur indebtedness or otherwise obligate the
Corporation.
- Have power to appoint a representative to serve in place of any Director who is
unable to serve because of temporary absence or disability.
Section 6. Attendance at Board Meetings.
Any Director who is absent from three (3) regular meetings of the Board in any calendar
year (unless such absence is excused by the Board) shall be removed from the Board
without any further action required.
Article VI: Officers
Section 1. Designation of Officers.
The Officers of the Corporation shall consist of a President, a Vice President,
a Secretary and a Treasurer.
Section 2. Eligibility and Term of Office.
- A member in good standing shall be eligible to accept nomination and election as
an officer of the Corporation for not more than two (2) consecutive two (2) year
terms.
- The term of office shall be for a period of two (2) years, commencing on January
1 of the year following their election, and shall terminate on December 31 of the
following year.
- All nominees for all positions shall have signified their willingness serve if elected.
Section 3. Duties of Officers.
- President: The President shall be the chief executive officer of the Corporation
and shall preside at all meetings of the Corporation and the Board. The President
shall have general charge of the business of the Corporation. The Corporate President
shall appoint:
- Standing committees of the Corporation and special committees from the Board.
- Other committees of the Corporation or the Board as the President deems necessary.
- Chairpersons of all such committees.
- Vice President: The Vice President shall be vested with all powers and shall
perform all the duties of the President in case of the absence or disability of
the President. The Vice President shall also have such other powers and shall perform
such other duties as may be assigned by the President or the Board.
- Secretary: The Secretary shall keep the minutes of all meetings, shall attend
to the giving and serving of notices of all meetings, shall execute official documents,
with the President, in the name of the Corporation, shall keep and have charge of
the minutes of all meetings and shall keep the By-Laws and such other papers as
the Board may direct. The Secretary shall, in general, perform all the duties incident
to the office of Secretary, subject to the control of the Board.
- Treasurer: The Treasurer shall be custodian of all the money and securities
of the Corporation, deposit all funds of the Corporation in the name of the Corporation
in a bank or banks selected and designated by the Board of Directors, shall secure
from said bank or banks a monthly statement reflecting the activity and condition
of the Corporation’s account or accounts therein, effect the disbursements of the
Corporation as authorized by at least two (2) members of the Board and give bond
in such amount as the Board of Directors may require, the Corporation to pay the
premium for such bond.
Section 4. Audit. The financial records
shall be audited by a firm of certified public accountants at the expense of the
Corporation upon affirmative action by the Board of Directors.
Section 5. Election of Officers.
- A Nominating Committee shall be appointed by the President no later than October
15 of each year. The Nominating Committee shall be composed of not less than three
(3) nor more than five (5) members and shall include the President, Past President
(if available), and the Area Chairman. The Nominating Committee shall nominate a
slate of officers to serve for the following year and shall submit this slate in
writing to the members no later than November 15 of each year. Upon submitting this
slate, the Nominating Committee shall notify the members in writing that open nominations
for all officers from the membership should be submitted in writing to the Nominating
Committee no later than December 1.
- Should no nominations be received from the membership by the cut-off date, the slate
of officers as submitted to the membership by the Nominating Committee shall be
declared the elected slate of officers for the next year and no ballots shall be
sent to the membership.
- If other nominations are received, then an election by written ballot shall be held
for all contested offices at the December meeting of the Board. A nominee shall
be considered elected if such nominee receives a plurality of eligible votes cast.
Section 6. Vacancy. If a vacancy
occurs in the office of Director or any Officer of the Corporation, the Board shall,
upon majority vote, appoint a successor who shall hold the office for the unexpired
term.
Article VII: Removal Of Directors, Officers, Members,
And/Or Employees
Any Director, officer, member, and/or employee of the Corporation may be removed
by the Board of Directors whenever, in the judgment of the Board, the best interest
of the Corporation will be served thereby, by a majority vote of the Board of Directors.
Article VIII: Amendments
Power of Directors to Amend By-Laws
Subject to the limitations of the Articles of Incorporation and the Corporations
Not For Profit Law of Florida concerning corporate action that must be authorized
or approved by the members of the Corporation, the By-Laws of this Corporation may
be amended, repealed, or added to, or new By-Laws may be adopted, by a resolution
of the Board of Directors.
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