Club Bylaws

Indian River Rowing Club Inc
(A Corporation Not-for-Profit)

Bylaws

ARTICLE I – Name

The name of this organization shall be Indian River Rowing Club, Inc. The
organization was incorporated under the provisions of the State of Florida, Fla. Statute,
Chapter 607.

ARTICLE II - Purpose

The purpose of the Indian River Rowing Club is:
1. To be a non-profit organization formed and maintained to promote the sport of rowing, without preference to race, creed, religion, or color, to provide the equitable means for both recreational and competitive rowing, locally, regionally, nationally, and internationally for Indian River County Residents.
2. To assist in the support the Sebastian River High School Rowing Club by means of equipment/boat loans during their scholastic season irrevocably.
3. To award scholarship funds when possible to nominate and Board approved students associated to any rowing club in the Indian River County area.
4. This organization is governed by The Board of Directors. General members shall not have voting privileges.


ARTICLE III - Membership

1: The membership year shall run from June 1 st to May 31 st each year.

2: The following levels of memberships shall be offered:
• Scholastic Member: Indian River County students enrolled in grades 7-12.
• Young Adult Member: Age 19-26. SRHS alumni rowers and rowers from
other high school or collegiate programs approved by the IRRC Board of Directors.
• IRRC Adult Member: Age 27 and above. Rowing members in this category
will be classified as novice or experienced.
• Coxswains: Non-scholastic coxswain membership is available for individuals
in recognition of the contribution that coxing affords club members.
• Associate Member: This level of adult membership is for members seeking
personal boat storage only.
• General Memberships shall be open to parents of active scholastic rowers and
active scholastic coxswains who are members of Indian River Rowing Club Inc.
4: Dues shall be set by the Board of Directors at a designated Board meeting prior to the start of each membership year. There may be accommodation for waiver or reduction of dues at the discretion of the Board of Directors upon showing of financial hardship.


ARTICLE IV – Dues

See Current Dues Schedule in membership documents.


ARTICLE V - Meetings

1: Business meetings of the Board of Directors shall be held as often as required,
at the discretion of the President, but in no case less than once a month during the
scholastic rowing season (typically, November through May). Meetings may be held within or outside the State of Florida at such place as is authorized by the Board of Directors. A quorum of at least 51% of the directors shall be required for all board meetings. Either the Recording/Corresponding Secretary shall be required to give the Directors at least five day’s notice (either by regular U.S. mail, voice or e-mail) of the meeting together with an agenda for the meeting and any other materials pertaining to matters that will be decided at the meeting. Decisions will be reached by a motion, a second to the motion and a majority vote. The Recording/Corresponding Secretary will record the proceedings of the business meetings and file the minutes in the corporate record book. All business meetings of the Corporation shall be open to the membership, but it is not required that the general membership be formally notified of the meetings.

2: The annual meeting of the Corporation shall be held during the last month of
the membership year, (typically, May).

3: General business of the club will be conducted at booster meetings to be held
as needed at the Board’s discretion at a designated place agreed upon by the Board of
Directors. The general membership will be notified of the place and time of the meeting
either by mail, newsletter, e-mail, telephone, or sign posted at the boathouse. An agenda,
approved by the Board of Directors at the prior month’s board meeting, will be discussed
with the membership at large.

4: Special meetings, devoted solely to a discussion of specified items of business
or specified activities, may be called by the President when the situation dictates the
necessity to meet at times other than designated Board meetings. No business other than
that specified as being the reason for the meeting can be discussed unless passed by a
motion of the board members present.

5 – The President may call virtual meetings via the Internet when situations
dictate the necessity to quickly resolve time critical issues. The following procedures are
required:
• The president shall participate in the vote
• A final vote tally will be taken 72 hours after the second to the motion.
• The vote must be unanimous
• On matters requiring expenditure of club funds, the Treasure shall participate in
the vote.

ARTICLE VI - Officers

1: The affairs of the Corporation shall be administered by the Board of Directors.
The Board of Directors shall consist of the officers of the Corporation, plus such other
directors or officers as are elected and/or appointed by the existing Board of Directors from the membership of the Corporation. There shall be not less than three (3) or more than nine (9) members and shall be elected for a term of one (1) year by a majority vote of members attending the annual meeting. Each member of the Board of Directors shall be a member of the Corporation and a resident of Indian River County, Florida.

2: Officers of the Board of Directors for the subsequent year will be nominated
and elected at the annual meeting. Any parent of a member or prior Board member is
eligible to be an officer of the Board of Directors.

3: The President shall be Chairman of the Board of Directors.

4: The affairs of the Corporation shall be administered by a President, one (1)
Vice President, a Recording/Corresponding Secretary, and a Treasurer. The
officers shall be elected by a majority vote of the Board of Directors at the Corporation’s
annual meeting for a term of one-year beginning July 1st. If the office of President were
vacated during the term period, it shall be filled by the Vice President. If any officer’s
position is vacated, the President shall nominate a replacement and, with the approval of
the majority of the Board of Directors. The President also has the authority to appoint a
replacement with board’s approval to positions other than officers. No formal election is
required.

5: The President is the Chairman of the Board of Directors and the Chief
Executive Officer of the club and will see that all decisions and resolutions of the Board
of Directors are carried out. He/she will appoint, with Board approval, all Special
Committee Chairmen, and shall serve as ex-officio member of all such committees. It
shall be the duty of the President to assure that all officers fulfill their duties competently,
and that all committees fulfill their functions.

6: The Vice President shall exercise the powers and perform the duties of the
President during the absence or disability of the President. He/she shall succeed to the
presidency in the event that office is vacated. The Vice President shall undertake such
duties as assigned by the President.

7: The Recording/Corresponding Secretary shall:
A. Have custody of the official records and shall record the minutes of the annual meeting and the meetings of the Board of Directors. Minutes shall not be filed in the corporate record book until they have been approved by a majority of the Directors.
B. Maintain copies of all official correspondence in the corporate record book. The Corresponding Secretary shall make the corporate records available to any member at a time and place convenient to both parties.

8: The Treasurer shall have custody of all the club funds, and shall provide an
accurate record of the receipts and disbursements. He/she shall be responsible for
completing any and all official financial documents, including tax returns, pertaining to
the club. He/she shall be responsible for managing the club bank account, depositing all
funds into the account and, except in emergencies, shall draw all checks on that account.
All disbursements shall be supported by bills, invoices, contracts or other documents
appropriate to the transaction. Directors and officers shall receive no monetary
compensation for their services, but shall have out-of-pocket expenses, paid for and on
behalf of the club, reimbursed upon submission of appropriate invoices, receipts or letters
of explanation. The Treasurer shall report on the financial status of the club at each
Board meeting. The account books shall be kept in accordance with the generally
accepted accounting practices. Said books may be examined by any member at any time
mutually convenient to both parties.

9: Any officer may be removed, either with or without cause, by a majority
vote of the Board of Directors, at any time. Any officer may resign at any time by giving
written notice to any of the officers of the corporation. Any such resignation shall take
effect at the date of receipt of such notice or at any date specified therein. And, unless
otherwise specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

ARTICLE VII - Bonding

All Officers and Directors of the Corporation shall be covered by a fidelity bond in an
amount not less than the maximum bank balance in the past five years. The premium for
said bond shall be paid by the Corporation. (NOTE: Bonding will be effective at the beginning of the 2009 Officer year which will be July 1, 2009)

Standard of Care: The members of the Board shall discharge their duties in good faith and with degree of responsibility, diligence, care and skill, which ordinarily prudent men and women would exercise under similar circumstances in like positions. However, IRRC shall defend, indemnify and hold any Board Member harmless from any and all claims, losses, damages, fees, arising out of or related to the performance of a Board Member’s duties or activities related to IRRC activities, except such matters that result from a Board Member’s gross negligence or willful misconduct.

ARTICLE VIII - Amendments

These bylaws may be altered or amended at any meeting of the board of directors called
for that purpose and at which not less than a two-thirds majority of the directors shall
vote in favor of the alteration or amendment with the exception to ARTICLE II, ITEM 2 which at no time shall be amended as this is our main purpose for of the originators forming this club.

ARTICLE IX - Dissolution

Upon the dissolution of the Corporation, the assets shall be distributed for one or more
exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code,
or corresponding section of any future federal tax code, or shall be distributed to the
federal government, or to a state or local government, for a public purpose. Any such
assets not so disposed of shall be disposed of by the Court of Common Pleas of the
county in which the principal office of the Corporation is then located, exclusively for
such purposes or to such organization or organizations, as said Court shall determine,
which are organized and operated exclusively for such purposes.


ARTICLE X – EMPLOYEES OR CONTRACTORS
Hired coaching staff:
1. To establish, publish and disseminate to the Members rules as to the use of equipment.
2. To make recommendations to the Board as to equipment needs.
3. To make recommendations to the Board as to the purchase or sales of IRRC equipment.
4. To acquire and dispose of IRRC equipment as per approval of the Board.
5. To maintain an inventory of IRRC equipment.
6. To keep equipment in repair in a timely manner.
7. To conduct work sessions.
8. To conduct classes on repair and maintenance of equipment as deemed appropriate.
9. To report to the Board about violations of rules on use of equipment and recommend necessary action.
10. To maintain the physical appearance of the boathouse, dock, and grounds.
11. To maintain and supervise the storage of all IRRC equipment.
12. To plan and conduct construction of all projects needed and approved by the Board. This includes dock additions, rack construction, ect.
13. To inspect buildings and grounds of IRRC and make recommendations to the Board as to needed repairs.
14. To arrange boat transportation to regattas.
15. To supervise and paid "rigger" or other paid person dealing with equipment.



ARTICLE XI – Effective Date

Approval and Implementation of these Bylaws was motioned, seconded and approved by
a unanimous vote of the Board of Directors at the special Board of Directors Meeting
held on July 6, 2008

Amendment I

Definitions for Indian River Rowing Club, Inc shall be as follows:

Family – a relative living under the same roof.
IRRC – Indian River Rowing Club, Inc

Approval of Amendment I was voted for and approved by Donna Barone, Ed Wihlborg and Trina Smith on 8-11-2008 via internet meeting used to clarify Family definition for rowing programs.