Bylaws

  • Indian River Rowing Club Inc

    (A Corporation Not-for-Profit)

    Bylaws

    ARTICLE I – Name

    1.1 The name of this organization shall be Indian River Rowing Club, Inc. (“IRRC” or the “Corporation” or the “Club”) The organization was incorporated under the provisions of the State of Florida, Fla. Statute, Chapter 607.

    Article II – Purpose

    2.1 The purpose of the Indian River Rowing Club is:

    • To be a non-profit organization formed and maintained to promote rowing and paddling, without preference to race, creed, religion, or color, for Indian River County Residents.
    • To provide facilities and equipment for both recreational and competitive rowing and paddling
    • To encourage the formation and nurture the growth of scholastic rowing and paddling programs for the youth of Indian River county
    • To design and implement programs for disadvantaged citizens of Indian River County, including mentally and physically disadvantaged adults and economically disadvantaged youth.

    ARTICLE III – Membership

    3.1 Qualifications of Membership: Each member shall be a natural person who need not be a resident of Indian River County. On an annual basis, members must meet all obligations to pay dues as established by the Board of Directors from time to time and follow all club policies to remain in good standing.

    3.2 Removal of Members. For any reason including failure to pay dues when owing, member may be removed at any time by a 2/3 vote of the Board at a duly called and convened meeting of the Board of Directors.

    3.3 Members who fail to pay their dues or other amounts owing to the Club within 60 days of the beginning of the club fiscal year will automatically be removed from the membership rolls.

    3.3 The membership of the Corporation shall have all of the rights, powers and privileges conferred upon members of nonprofit corporations by the Florida Corporation Not-for-Profit Code 617.0601, as the same may be amended from time to time.

    3.4 Members of affiliated organizations, such as scholastic teams that use IRRC facilities will not be considered members unless they join the Club and pay the dues applicable to their class of membership.

    Article IV–Dues

    4.1 The Board of Directors will establish dues amounts for the membership categories.

    4.2 Dues for continuing members will be invoiced prior to the beginning of the membership year.

    4.3 New members will be invoiced for the appropriate amounts at the time of their joining.

    Article V – MEMBERSHIPMEETINGS

    5.1 The annual meeting of the Club shall be held during the last month of
    the operating year, (typically, May), but not later than fourteen (14) months from the prior Annual Meeting.

    5.2 The Board will report the financial state of the Club to the membership at the annual meeting and other topics that may be of general interest.

    5.3 Elections for open board seats will generally be held during the annual membership meeting.

    5.4 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 the regular annual meetings. No business other than
    that specified as being the reason for the meeting can be discussed.

    5.5 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:

    • A final vote tally will be taken within 72 hours after the second to the motion.
    • The vote must be unanimous

    5.6 Written notice of the Annual Meeting and any Special Meeting shall be mailed or emailed by the Secretary at least ten (10) days before the meeting to each member of record entitled to vote at the meeting at the address/email supplied by member to the Club for the purpose of notice. The written notice shall state the place, day and hour of each meeting. Written notice for Special Meetings shall all state the business to be transacted during such Special Meeting.

    5.7 A quorum for the meetings of the membership shall constitute thirty percent (30%) of the members of record entitled to vote at any meeting of the membership.

    Article VI – Board Meetings

    6.1 The Board is responsible for the operation of the club. The board will set and draft all club policies and prepare and control the operating budget of the Club.

    6.2 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 quarterly (4 times) during the year., typically in the months of January, April, June and October.

    6.3 Meetings may be held within or outside the State of Florida at such place as is authorized by the Board of Directors.

    6.4 A quorum of at least 51% of the directors shall be required for all board meetings. 6.5 The Secretary shall be required to give the Directors at least ten (10) 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.

    6.6 Decisions will be reached by a motion, a second to the motion and a majority vote. 6.7 The Secretary will record the proceedings of the business meetings and file the minutes in the corporate record book.

    6.8 All meetings of the Board may be open to the membership, but it is not required that the general membership be formally notified of the meetings.

    Article VII – Board Committees

    7.1 General.
    (a) The Board of Directors shall have Standing and Special Committees. All Standing Committees are designated in this Article. The Board, by resolution adopted by a majority of the Directors, may create any additional Special Committees.
    (b) The Board of Directors shall designate the members and the chairman of each committee.
    (c) Each committee shall keep minutes of its proceedings and shall report its actions to the Board of Directors.

    7.2 Standing Committees. There shall be the following Standing Committees:
    (a) Executive Committee; and
    (b) Nominating Committee.

    7.3 Executive Committee. In order to exercise the duties and responsibilities of the Corporation and to provide for the Corporation’s governance when the Board of Directors is not in session, there shall be an Executive Committee. The Executive Committee shall have the power to transact all regular business of the Corporation when the Board of Directors is not in session and shall advise with and aid the officers in all matters concerning the Corporation; provided, however, that any action taken by the Executive Committee shall not conflict with these By-laws or the policies of the Board and provided further that all acts shall be subject to ratification or retraction by the Board. The Executive Committee shall be composed of five (5) members of the Board of Directors including, without limitation, the President, the Vice President, the Secretary and the Treasurer.

    7.4 Nominating Committee. The Nominating Committee shall be composed of three (3) to five (5) directors elected annually by the Board of Directors to propose a slate of candidates for the positions(s) of Director of the Corporation for ultimate presentation to the membership at the Annual Meeting of the Corporation. The President shall be a member of the Nominating Committee.

    7.5 Special Committees. Special Committees may be appointed for such special task(s) as circumstances warrant. A Special Committee shall limit its activities to the accomplishments of the task(s) for which it is appointed and shall have no power to act except as specifically conferred by the Board of Directors. Upon completion of the task(s) for which it was appointed, such Special Committee shall stand discharged.

    7.6 Resignation and Removal. Any member of a Special or Standing Committee may resign at any time by giving written notice to the chairman of the committee or the Board of Directors. Such resignation, which may or may not be made contingent on formal acceptance, takes effect on the date of receipt or at any later time specified in it. Any member of the committee, except an ex-officio member, may be removed at any time by a resolution adopted by a majority of the Directors then in office. Any ex-officio member of a committee shall cease to be such if he ceases to hold a designated position that is the basis of ex-officio membership.

    7.7 Vacancies. A vacancy on any committee and any increase in the membership thereto shall be filled for the unexpired portion of the term by the Board of Directors.

    7.8 Meetings and Notices. Meetings of a committee may be called by the Board of Directors or the chairman of the committee. Each committee shall meet as often as is necessary to perform its duties, but no less frequently than annually. Oral or written notice of the time and place of any meeting of a committee, except in an emergency, shall be given at least five (5) days prior to the meeting.

    7.9 Manner of Acting. Unless otherwise specified herein, the act of a majority of the members of a committee present shall be the act of the meeting.

    Article VIII – Elections

    8.1 Open board seats will be filled by a 2/3 Board vote and appointed for the balance of the term.

    8.2 Nominations by any member shall be directed to the Nominating Committee up to one week prior to the Election to be accepted.

    8.3 Board candidates need to be members of the Club.

    8.4 Voting results will be tallied and candidates receiving the most votes, up to the number of vacancies to be filled, will be elected. Members will receive a number of votes equal to the number of vacancies to be filled and may vote only once for any candidate.

    8.5 The newly elected Board Members will assume their duties as of June 1 in the year of their election.

    8.6 Directors are limited to two consecutive three year terms. After at least one year off the Board, they may be re-nominated for election.

    8.7 Officers of the Club, including the President will be selected by the Board from its membership at the first Board meeting subsequent to the Election of the Board or any meeting that is subsequent to a vacancy caused by resignation or similar circumstance.

    8.8 The initial Board will have nine members who will take office as of June 1, 2010. The initial Board consists of:

    Three year Term:

    • Betsy Nolan
    • Trina Smith
    • Allison Snyder

    Two year Term:

    • Bob Snyder
    • Jim Ritenour
    • Ed Wihlborg

    One year Term:

    • Hilary Lange
    • Janet Tucker
    • Chuck Sullivan

    8.9 The initial slate of Officers, who will take office as of June 1, 2010 will be:

    • President—Betsy Nolan
    • Vice President—Bob Snyder
    • Treasurer—Hilary Lange
    • Secretary—Allison Snyder

    8.10 The number of Board seats may be changed by majority vote of the Board, but will always be an odd number.

    8.11 The President of the Board is entitled to vote.

    Article IX – Officers

    9.1 The officers of the Corporation shall be a President, Vice President, Secretary, and. Treasurer. All shall be elected by the Board of Directors at the organizational meeting immediately following the Annual Meeting of the Corporation, to serve for a term of one (l) year or until their successors have been duly elected and qualified. In the case of any vacancy occurring in any of the said offices, a successor may be elected at any Regular Meeting of the Board to complete the unexpired term of the vacant office. The Board may have one or more assistant officers, as shall be determined by the Board, who shall hold their offices for such terms and shall have the authority and perform such duties as the Board shall prescribe from time to time. Without exception, any individual may simultaneously serve in the capacity of one or more officers.

    9.2 In order to be qualified as an officer of the Corporation, an individual must also be a member in good standing of the Board of Directors; provided, however, that any person with a position as an officer and a Director of the Corporation shall have and shall be expected to discharge separate fiduciary duties to the Corporation in accordance with each position. In the event that any officer loses his or her Position on the Board of Directors, he or she shall simultaneously cease to be an officer of the Corporation.

    9.3 President. The President shall be the chief executive officer of the Corporation. The Board of Directors shall select and retain the President under such terms and conditions as it shall elect. The President shall have all authority and responsibility necessary to operate the Corporation in all its activities and departments, subject only to such policies as shall be established by the Board. It shall be the duty of the President to:
    (a) act as the duly authorized representative of the Board and the Corporation in all matters in which the Board has not formally designated some other person to act;
    (b) be responsible for carrying out all policies established by the Board of Directors;
    (c) direct and administer all business affairs and see that an accurate and complete record is made of all transactions;
    (d) attend all meetings of the Board of Directors;
    (e) sign any deeds, mortgages, bonds, contracts or other instruments which the Board has authority to execute and has agreed to execute except in the case where the execution shall have been expressly delegated by the Board or these By-laws or by statute to some other officer or agent of the Corporation;
    (f) as a member of the Board of Directors, the President shall chair all meetings of the Board of Directors; and
    (g) perform all duties incident to the office of the President and such other duties as may from time to time be prescribed by the Board; provided, however, that the custodial and ministerial duties of the office may be delegated to assistant officers or other employees or agents of the Corporation.

    9.4 Vice President. It shall be the duty of the Vice President to:
    (a) succeed to the office of President or duties of President when the President is unable or unwilling to undertake his or her obligations as President; and
    (b) perform all duties incident to the office of the Vice President, and such other duties as may from time to time be prescribed by the Board or the President; provided, however, that the custodial and ministerial duties of the office may be delegated to assistant officers or other employees or agents of the Corporation.

    9.5 Secretary. It shall be the duty of the Secretary to:
    (a) keep or cause to be kept at the registered office of the Corporation, an original or duplicate record of the proceedings of the Board, and any of the committees appointed by the Board, and a copy of the Articles of Incorporation of the Corporation and of these By-laws;
    (b) be custodian of the records and of the seal of the Corporation and to see that the seal is affixed to such documents as may be necessary or advisable;
    (c) be custodian of the contracts, policies, leases, deeds and other indicia of title, and all other original business records of the Corporation (except tax matters, financial documents and accounting records); and
    (d) perform all duties incident to the office of the Secretary, and such other duties as may from time to time be prescribed by the Board or the President; provided, however, that the custodial and ministerial duties of the office may be delegated to assistant officers or other employees or agents of the Corporation.

    9.6 Treasurer. It shall be the duty of the Treasurer to:
    (a) see that the lists, books, reports, statements, tax returns, certificates and other documents and records required by law are properly prepared, kept and filed;
    (b) be the principal officer in charge of tax and financial matters;
    (c) have charge and custody of and be responsible for the funds, securities and investments of the Corporation;
    (d) render to the President and the Board whenever they may require it an account of all his transactions as Treasurer, and report as to the financial position and operations of the Corporation; and
    (e) perform all duties incident to the office of the Treasurer, and such other duties as may from time to time be prescribed by the Board or the President; provided, however, that the custodial and ministerial duties of the office may be delegated to assistant officers or other employees or agents of the Corporation.
    (f) prepare an annual budget with the Finance Committee showing the expected receipts and expenses as required by the Board of Directors;

    9.7 Resignation and Removal. Any officer may resign at any time by giving notice in writing to the President or the Board of Directors. Such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Except as the Board of Directors may otherwise agree in writing, the Board of Directors shall have the right at any time to remove one or more of the officers of the Corporation, with or without cause with a 2/3 vote of the Board of Directors.

    9.8 Assistant Officers. The Board may from time to time appoint assistant officers of the Corporation to perform such duties and have such responsibilities as the Board may assign to them.

    Article X – Amendments

    Amendments. These By-laws may be amended or repealed and new By-laws may be adopted at any duly called and convened Annual or Special Meeting of the membership, provided that two-thirds (2/3) of the membership present at such meeting vote in the affirmative and provided, further., that the members of record have been given thirty (30) days’ written notice of the proposed action and the form or substance of the amendment.

    ARTICLE XI – 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 XII – 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. An extensive rewrite was approved and adopted at the special meeting of the Members and Board of Directors on June 10, 2010.