BYLAWS OF TIGER BAY CLUB OF VOLUSIA COUNTY, INC. (AMENDED FEBRUARY 9, 2017)
Section 1. Name. The name of this organization shall be the Tiger Bay Club of Volusia County, Inc. (the “Club”).
Section 2. Purpose. The purpose of the Club shall be to encourage a better understanding of political and other issues of importance to the community.
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Annual Meeting. The annual meeting of the Board of Directors (the “Board”) of the Club for the election of new Directors and the transaction of such other business as may properly come before it shall be at the direction of the President at such place as shall be set forth in the notice of meeting.
Section 2. Other Meetings. Other meetings of the Board shall be held when directed by the President or requested by a majority of the Board. A meeting requested by the Board of Directors shall be called for a date not less than five (5) nor more than forty (40) days after the request is made. The call for the meeting shall be issued by the Executive Director unless the Secretary, President, or the Board designates another person to do so.
Section 3. Notice. The Executive Director of the Club shall mail or e-mail a notice of each regular meeting of the Board to each Director having the rights and entitled to vote at such meeting at his address as it appears on the records, not less than seven (7) nor more than forty (40) days before the date set for the meeting. The notice shall state the purpose of the meeting and a time and place that it is to be held. Such notice shall be sufficient for the meeting and any adjournment thereof.
Section 4. Voting. Every Director, having the right and entitlement to vote at a meeting of the Board of Directors, shall be entitled to one (1) vote. Except as otherwise provided herein or in the Certificate of Incorporation, all corporate action shall be determined by vote of a majority of the votes cast at a meeting of the Board of Directors by the Directors entitled to vote thereon. Votes by proxy are not permitted.
Section 5. Quorum. The presence, in person, at a meeting of the Board of Directors of eight (8) of said Directors shall be necessary to constitute a Quorum for the transaction of the business at all Board of Directors` meetings.
Section 6. Consent. Whenever by a provision of Statute or the Certificate of Incorporation or by their Bylaws the vote of the Board of Directors is required or permitted to be taken at a meeting thereof in connection with any corporate action, the meeting and the vote of Directors may be dispensed with, if all Directors who would have been entitled to vote upon the action of such meeting were held shall consent in writing to such corporate action being taken, and any such action so taken shall have the same force and effect as unanimous vote of the Directors.
Section 7. The Board of Directors shall from time to time establish the annual dues and other assessments.
Section 1. Duties and Powers. The business of the Club shall be managed and its corporate powers exercised by the Board of Directors. The Directors may adopt such rules and regulations for the conduct of their meeting and the management of the Club as they may deem proper, not inconsistent with the law or these Bylaws.
Section 2. Number and Qualifications. The Board of Directors of the club shall be comprised of no more than twenty (20) Directors. In addition, the past President and all other past Presidents for the previous three years may serve as member of the board of Directors, with full voting rights. All the members of the Board of Directors shall be members of the Club, of full age and citizens of the United States. Directors shall be elected for three (3) year terms, staggered at seven (7), seven (7) and six (6) Board members respectively. If at any time, a Director or officer fails to remain a member of the Club or resigns as a Director or officer, the Board of Directors shall name a replacement for the remainder of the departing member’s term. Directors are elected annually and the Directors’ terms shall be computed on a calendar year.
Section 3. Action by the Board. The presence of eight (8) of the Directors shall be necessary at any meeting to constitute a quorum to transact business. The act of the Directors present at a meeting where a quorum is present shall be deemed an act of the entire Board. The past presidents shall be included in the count. The Board may vote by e-mail so long as the required quorum participates in the vote.
Section 4. Place of Meeting. The Board of Directors may hold its meeting within the State of Florida at such place as may be designated in the notice of any such meeting.
Section 5. Time of Meeting. Meetings of the Board of Directors shall be held, at such times thereafter as the Board of Directors may fix, and at other times upon the call of the President. Notice of each meeting shall be given by the Executive Director to each member of the Board of Directors not less than three (3) days before the meeting. Notice of meetings shall specify the time and place of the meeting and the business to be transacted thereat. At any meeting at which a quorum of the Directors is present, even if such meeting was held without prior notice, any business may be transacted which might have been transacted if the meeting has been duly called.
Section 6. Resignation or Removal. Any Director may resign his office at any time, which resignation shall take effect immediately. Any Director may be removed from his office either with or without cause by vote of the Board of Directors, except as otherwise prescribed by statute.
Section 1. Officers and Qualifications. The officers of the Club shall be President, First Vice-President, Second Vice-President, Secretary, Treasurer, and such other officers as the Board of Directors may determine. Officers shall serve on a calendar year basis following their election or until the next annual meeting.
Section 2. President. The President shall be the chief executive officer of the Corporation, shall exercise general and active management of the business and affairs of the Corporation, subject to the direction of the Board of Directors.
Section 3. First Vice-President. The First Vice-President shall be responsible for the preparation and presentation of the programs for each general meeting of the membership and preside when the President shall not be available. The First Vice-President may appoint and preside over a Programs Committee to coordinate programming for the Club.
Section 4. Second Vice-President. The Second Vice-President shall be responsible for the membership of the Corporation. The Second Vice-President may appoint and preside over a Membership Committee to assist in the regulation of membership.
Section 5. Secretary. The Secretary shall ensure that the minutes of all meetings of the Board of Directors are taken and that notices of all meetings required by these Bylaws or otherwise are distributed.
Section 6. Treasurer. The Treasurer shall be responsible for all finances, financial accountings, audits, and the preparation and filing of any returns in compliance with federal or state tax regulations. The Treasurer is authorized to engage a reputable CPA for the purpose of performing his or her duties.
Section 7. The Executive Director shall not be an Officer of the Club. Rather, he or she shall be hired by the Board to perform duties as directed by the Board. The Executive Director shall attend all Board meetings, shall prepare the minutes of those meetings, and shall keep and maintain the corporate books and records, including all financial records. In addition, the Executive Director shall perform such other duties as may be assigned by the Board of Directors or the President. The Executive Director shall be compensated in an amount to be fixed from time to time by the Board of Directors.
Section 7. Resignation or Removal. Any Officer may resign his office at any time, which resignation shall take effect immediately. Any Officer may be removed from his office either with or without cause by vote of the Board of Directors.
The President shall form a Nominating Committee annually in order to recommend new Board members and Officers of the Club. The Committee shall be comprised of all past presidents who continue to maintain their membership and remain active in the Club. This Committee shall deliver to the Board its recommended slate of new Board members prior to the annual meeting of the general membership. The Executive Director shall send a notice to the members of the Club of the annual meeting, which sets forth the date, time, and place of the election; the recommendations of the Nominating Committee; and states that nominations from the floor will be accepted. At the annual meeting, nominations from the floor shall be received and a final vote on the election of new Directors shall be held.
Section 1. Membership Requirements. A member must be a person evidencing an interest in the development of society through social interaction, willing to address controversial ideas and issues derived from social development through regular contact and fellowship with other individuals of similar desires and interest.
Section 2. A member must pay the annual dues and other assessments, and be no more than thirty (30) days delinquent in payment, and if so, will be given final notice by the Secretary, Executive Director, or other persons so designated and if payment is not received within ten (10) days thereafter, membership will be terminated.
AUDIT OF CORPORATE BOOKS
An audit may be initiated at the request of the Board at any given time. Any auditor’s report shall be distributed to the Board of Directors within fifteen (15) days of its completion and shall be made available to members thereafter.
The Board of Directors shall establish a regular checking account in the name of the Club in a banking institution located in Volusia County, Florida, and shall provide that all checks written on such account shall require the signature of any one of the officers of the Club. The Board of Directors may, by appropriate resolution as it shall determine necessary, establish any additional accounts in other financial institutions for the carrying of the Club's business, said resolution to provide that all checks written on such accounts shall require the signature of one or more of the officers of the Club.
DISSOLUTION OF THE CORPORATION
Whenever the Board of Directors shall find it desirable that the Club be dissolved, the Board may adopt a resolution to that effect. If, at a meeting of the members of the Club, four-fifths (4/5) of the members present vote in favor of such resolution, the Club, upon the fulfillment of all further procedural requirements of law, shall be dissolved.
ED DUNN LEADERSHIP AWARD
The Ed Dunn Leadership award may be given annually by the club. A committee composed of all former recipients of this award, shall designate, if any, a new winner from the membership who has exhibited outstanding leadership throughout the community.
Section 1. By Directors. These Bylaws may be amended or repealed, wholly or in part, by a majority vote of the Board of Directors, at any meeting attended by a quorum of the Board upon 30 days advanced notice of the proposed changes to the Directors.
Section 2. By Members. These Bylaws may be amended or repealed, wholly or in part, by a majority of the members entitled to vote thereon present at any membership meeting, if notice of the proposed action is included in the notice of same meeting or is waived in writing by a majority of the membership entitled to vote thereon.