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TBMSC By-laws

 

By-Laws 

Of the 

Tampa Bay Mineral and Science Club of Florida, Inc.


Article I

Names and Purposes


Section 1.01 Name:  The name of the organization is The Tampa Bay Mineral and Science Club of Florida, Inc.


Section 1.02 Purpose:  The Corporation is organized for the charitable and educational purposes of associating persons who are interested in natural science to work together as an organization in the gathering, displaying, and studying of rocks, shells, jewelry arts, and any kind of scientific objects of interest to the individual and the organization, and to promote community interest in these objects.


Section 1.03 To affiliate with the American Federation of Mineralogical Societies and a district of the American Federation of Mineralogical Societies in order to exchange knowledge and ideas with other organizations of similar objects and purposes, and to exhibit specimens of our work and our collections either as individuals or as a group in regional and national competition.


Section 1.04 To have an annual show to encourage participation by club members, by other interested persons, and by other clubs and organizations, who may have a desire to work together as indicated in Section 1.02.


Section 1.05 In the event of the dissolution of the corporation, all assets, property, and funds shall be turned over to one or more non-profit organizations created for like or similar purposes for the continuation of such projects as the corporation may have commenced.


Article II

Membership


Section 2.01 Classes:  There will be two classes of members: Adult and Junior.


  1. Adult members are those members who are 18 (eighteen) years old or older on January 1st of the membership year
  2. Junior members are those members who are under the age of 18 (eighteen) on January 1st of the membership year
  3. Only adult members of the organization are eligible to vote or be a member of the Board of Directors or be an officer of the Corporation.
  4. Junior members may be non-voting members of any committee of the corporation.
  5. One junior member may be appointed to the executive committee by the President with the approval of that committee and will be a non-voting member of the committee.


Section 2.02 Qualifications:  Membership may be granted to any individual who supports the mission and purposes of the organization, who submits an application, and who pays the annual dues as set by the Executive Committee.  No person may be excluded from membership based on race, color, creed, gender, or religion.  The Executive Committee reserves the right to deny membership to any applicant whose conduct has been proven to be detrimental to the welfare of the corporation.


Section 2.03 Termination of Membership:  The Executive Committee, by affirmative vote of two-thirds of all members of the Board, may suspend or expel a member whose attitude or conduct is considered detrimental to the welfare of the Club.  Termination is effective immediately upon said vote of the Committee.  The terminated member shall be notified in writing by the Board and given 30 days in which to appear in front of the Board to petition for reinstatement.


Section 2.04 Dues:  Dues for members shall be established by the Executive Committee and approved by a quorum of the general membership.


Section 2.05 Quorum:  Ten percent of the number of members reported to the Federation shall constitute a quorum at a meeting and are authorized to conduct business affairs of the corporation.


Section 2.06 Member Rights: It shall be the right of any member to address the Executive Committee or general membership at any meeting held in the name of the corporation.  Addresses will be limited to 2 (two) minutes in duration.  All issues/concerns should first be presented to the Executive Committee either in person or in writing to facilitate a quick response.  If the issues/concerns can not be resolved satisfactorily, and further discussion is required, the President will appoint an Investigative Committee, acceptable to all, to consider the merits of the complaints and possible solutions.  The chairman of the investigating committee will report to the Executive Committee and general membership and a vote of the general membership will be taken on the resolution presented by the investigative committee.


Article III

Authority and Duties of Officers of the Corporation


Section 3.01 Officers:  The officers of the Corporation shall be President, a Vice-President, a Secretary, and a Treasurer.  Only one (1) office may be held by the same person.  Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of his/her term shall be filled by a majority vote of the Executive Committee and the remaining officers in the club.  In the event of a tie vote, the President or Vice-President shall cast a vote to break the tie.  A member elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.  In the case of the resignation, death, incapacity or removal of the Treasurer, the Executive Committee will act in committee as the Treasurer until a replacement can be named.  The President will sign all checks at the direction of the Executive Committee until such time.


Section 3.02 Appointment of Officers, Terms of Office:  The officers of the Corporation shall be elected by the General Membership at the Annual meeting of the Corporation held in December, or in the case of vacancies, as soon thereafter as convenient by a special meeting of the Executive Committee.  All officers except the President and Vice-President shall be elected for a term of two years.  The Secretary shall be elected on even-numbered years and the Treasurer shall be elected on odd-numbered years.


Section 3.03 Resignation:Resignations are effective upon receipt by the Secretary of the Board of a written verification.  The resignation may be in the form of an email or written letter.  A verbal resignation is also acceptable if presented at a regular board meeting where a quorum exists prior to the resignation.  Any Officer of the corporation who resigns for reasons the Executive Committee deems to be not compelling will not be permitted to hold office in any capacity for a period of one (1) year.  Examples of compelling reasons for resignation could be health, family matters, relocation, job constraints, etc.


Section 3.04 Removal:  An officer may be removed by the Executive Committee at a meeting or by action in writing pursuant to Section 2.03, whenever in the Executive Committees judgement the best interests of the Corporation will be served thereby.  Any such removal shall be without prejudice of the rights, if any, of the person removed.


Section 3.05 President:  The President shall be the Officer of the Corporation and will preside at all meetings of the Executive Committee.  The President shall perform all duties of the office.  The President shall be a member ex officio of all committees except the nominating committee.  The President will appoint the chairman of all committees with the approval of the Executive Committee.  The President will not have a vote for any board meeting with the exception of a tied vote.  The President is elected for a term of one year and may serve a maximum of two consecutive terms.


Section 3.06 Vice-President:  The Vice-President shall be an Officer of the Corporation and shall serve as an aid to the President and perform all duties of the President in the event of the president’s absence or inability to serve.  The Vice-President shall perform other duties as requested and assigned by the President.  The Vice-President shall also be responsible for ensuring all by-law and standard operating calendar requirements are brought to the executive committee’s attention.


Section 3.07 Secretary:  The Secretary shall be an Officer of the Corporation and shall keep the minutes of all meetings.  The Secretary shall forward a copy of the minutes of the Executive Committee to the editor of the Corporation newsletter within five (5) business days from the completion of the meetingbeing recorded.  If necessary,the Secretary may utilize a recording device to ensure that an accurate account of the meetings is presented to the general membership.  The minutes need not be reported word for word but should indicate all points


addressed at the meetings by either members of the Executive Committee or general members present.  The Secretary shall perform such other duties as occasionally may be assigned.


Section 3.08 Treasurer:  Treasurer shall be an Officer of the Corporation and shall keep accurate records of all financial transactions of the Corporation.  The Treasurer shall receive all moneys of the corporation, disburse funds authorized by the Executive Committee, keep an accurate account of receipts and expenditures, make a treasurers report at each regular business meeting and at any other time when requested to do so by the Executive Committee,  The Treasurer shall make an annual fiscal report at the February business meeting of the corporation.  The Treasurers accounts shall be examined annually by a financial review committee, which, when satisfied that the Treasurers annual report is correct, shall sign a statement to that fact at the end of the Treasurers report.  In conjunction with the Executive Committee, the Treasurer shall prepare the tentative budget by the first Executive Committee meeting of each year. This budget must contain a fiscal report of budget versus actuals of the previous year.Once approved by the Executive Committee, the proposed budget will be presented at the first business meeting of each year. Once approved by the general membership,the Treasurer shall post the budget in the clubhouse. The Executive Committee will review the budget versus actual at the July Executive Committee meeting.


Article IV

Executive Committee


Section 4.01 Executive Committee Members:  The following shall serve as the Executive Committee:  the elected officers if the Corporation (President, Vice-President, Secretary, and Treasurer) and the members of the Board of Directors.  In addition, the bulletin chairperson/editor shall be a non-voting member of the Executive Committee.


Section 4.02 Duties:  The duties of the Executive Committee shall be to transact all necessary business of the corporation, approve plans of work of all committees and officer, authorize payments of funds, and submit reports of all activities to the general membership.  The Executive Committee shall prepare a tentative budget by the first Executive Committee meeting of each year. This budget must contain a fiscal report of budget versus actuals of the previous year. Once approved by the Executive Committee, the proposed budget will be presented at the first business meeting of each year. Once approved by the general membership, the Treasurer shall post the budget in the clubhouse. The Executive Committee will review the budget versus actual at the July Executive Committee meeting. The Executive Committee shall be responsible for all club property.


Section 4.03 Quorum: A majority of the members of the Executive Committee shall constitute a quorum at any meeting of the Executive Committee.


Article V

Board of Directors


Section 5.01 Authority of Directors:  The Board of Directors is the policy-making body and may exercise all the powers and authority granted by the Corporation by law and by-laws.


Section 5.02 Duties of the Board of Directors:  The Board of Directors shall be responsible for ensuring that all standard operating procedures are kept up to date and followed.  The Board of Directors may be asked to perform other duties requested by the Executive Committee


Section 5.03 Number, Selection, and Tenure:  The Board of Directors shall consist of not less than six (6) Directors.  Each Director shall hold office for a term of two (2) years with three (3) Directors being elected on odd years and three (3) Directors being elect on even years.  Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of his/her term shall be filled by a majority vote of the remaining Directors.  In the event of a tie vote, the President shall cast a vote to break the tie.  A Director chosen to fill the vacancy shall fulfill the unexpired term of that Director’s predecessor in office.


Section 5.04 Resignation:  Resignations are effective upon receipt by the Secretary of the Corporation.  The resignation may be in the form of an email or written letter.  A verbal resignation is also acceptable if presented at a regular board meeting where a quorum exists prior to the resignation.  Any member of the Board of Directors who resigns for reasons the Executive Committee deems to be not compelling will not be permitted to hold office in any capacity for a period of one (1) year.  (Examples of compelling reasons for resignation could be health, family matters, relocation, job constraints, etc.)


Article VI

Meetings


The regularly scheduled Executive Committee meetings will be held monthly on a date determined by the majority of the board.These meetings are open to all members of the corporation.  At least five days’ notice must be given to change the location or time of any scheduled meeting.  Notice may be in the form of an email.  No meeting of the Executive Committee may be held in closed session except for Executive Sessions held to discuss current litigation, confidential records or other circumstances covered in Florida Sunshine Law.


Section 6.02 Notice of Special Executive Committee Meetings:  Special meetings of the Executive Committee may be called by the President at the request of any two (2) members of the Executive Committee.  Notice of any special meeting must be given to all members of the Executive Committee either by telephone or email.  Special meetings must be conducted in such a manner that permits all participants to be aware of the presence of all members in attendance (i.e. in person, via conference call or combination of both).  A special meeting may be conducted using email, provided that any vote is ratified at the next Executive meeting


Section 6.03 Annual Meeting:  An annual membership meeting shall be held in December each year for the elections of officers.  A quorum of the membership as state in Section 2.05 is required to hold election of officers.


Section 6.04 Monthly meeting:  Monthly membership meetings of the corporation are held on the third Tuesday of each month.  Normal monthly meetings do not require a quorum as stated in Section 2.05.  Monthly meetings held during the months of June, July, and August will be social events and no business of the corporation will be conducted without prior notification as stated above.


Section 6.05 Special General Membership Meeting:  Special General Membership meetings require a quorum as stated in Section 2.05 and may be called by the Executive Committee at any time with notice of fifteen (15) normal business days.  This notice must be via U.S.Postal Service or email and may be in the form of a post card or email message stating the time, location and purpose for the meeting.


Article VII

Committees


Section 7.01 Standing Committees:  The standing committees of the club shall be education, building and maintenance, membership, show, hospitality, public relations, field trips, junior activities, bulletin and library.  A standing committee may have only one member, who shallbe considered the chairperson.  Chairpersons of any Standing committees will be appointed by the President of the Corporation with the approval of the Executive Committee.  Chairpersons of any standing committee are free to solicit additional members to his/her committee as they see necessary.  Standing committees may be combined if approved by the Executive Committee.


Section 7.02 Special Committees:The Executive Committee may, by resolution adopted by a majority of the members in office, establish committees beyond the standing committees.  All committees established by the Executive Committee shall consist of a minimum of three (3) members, one of which shall be the chairperson appointed by the President and approved by the Executive Committee.  The Executive Committee will establish procedures to govern the activities of the committee by giving clear direction as to the purpose and scope of the committee purpose.  The Executive Committee will also stipulate the amount of time is required to complete the task the committee chairperson will notify the Executive Committee of such and will give the new date fir the completion of the assigned task.


Section 7.03 Nominating Committee:  There shall be a Nominating Committee composed of three (3) persons of the Corporation one of which shall be a member of the Executive Committee who is not up for reelection.  Where possible, the remaining members of the nominating committee should be members not seeking election.  The Chairperson of the Nominating Committee will be appointed by the Executive Committee from the general membership of the Corporation.  The Nominating Committee will be announced at the September membership meeting.  The duties of the Nominating Committee shall be:


  1. Solicit names of members wishing to run for a position on the Board of Directors or as an Officer of the Corporation
  2. Ensure Nominations for all open positions for the Executive Committee
  3. Present to the Executive Committee the list of names submitted to or solicited by the committee with a brief description of the nominees’ background and qualifications.
  4. All names submitted to the Executive Committee will be placed in the November newsletter of the Corporation.
  5. These names and any nominations made from, and accepted, from the floor will be placed on a ballot for the December election.


Section 7.04 Chairpersons Responsibilities:  The chairperson of each committee, Standing or Special, is responsible for reporting all activities to the Executive Committee at the monthly Executive Committee meeting or when requested.


Article VIII

Scholarships


Section 8.01  Purpose:  The Scholarship Fund is available to members of the organization.  The Scholarship Fund is for the sole benefit of enhancing knowledge of individual adult members within the fields of mineralogy, gemology, lapidary and jewelry arts, which are then shared with other members of the organization.


Section 8.02 Definition:The scholarship funds are provided by auctions or raffles which are held during general meetings of the corporation or any other income approved by the Executive Committee.  Monetary grants to individual adult members are for Federation sponsored schools such as Wildacres, William Holland, or other schools determined to be acceptable to the Executive Committee.  Monetary grants will cover the going rate of tuition at the schools approved by the Executive Committee. Monetary grants may also include a travel stipend at the discretion of the Executive Committee.


Section 8.03 Monetary Grant Criteria:  The Executive Committee may develop criteria by which individual adult members will be selected for the monetary grant award.  This method will include but not limited to the following:  Membership status and Participation in corporate activities.  The criteria will be clear and consistent and made available to all members of the corporation.


Section 8.04 Application:  Application for the scholarship fund must be made to the Executive Committee prior to the March meeting of the Executive Committee.  The Executive Committee will review any submitted applications and determine if the applicants meet the criteria and eligibility requirements for monetary grant awards.  Scholarship Fund applications will be available at the clubhouse.


Section 8.05 Eligibility:  All adult members of the corporation are eligible to receive a scholarship provided the following criteria are met:


  1. The adult member must be a member in good standing
  2. The adult member must be a member for at least one year by the date of the application.
  3. The Executive Committee has determined that the awarding of the scholarship is justified and in the interest of the Corporation
  4. The adult memberagrees to teach classes, demonstrate, or give presentations for a period of time as determined by the Executive Committee.
  5. The adult member must be willing to enter into a contractual agreement with the Corporation, which states the adult members responsibility to fulfill the requirement under #4 above.
  6. The failure of the adult member to fulfill the conditions of the contractual agreement will require all scholarship funds provided by the Corporation to be refunded back to the Corporation.  Failure to do so will result in the adult members forfeiture of all right of membership until restitution is made.

Section 8.06 Award of Scholarship:  Scholarship awards will be announced at the April General Meeting or the Corporation newsletter.


Section 8.07 Criteria for Scholarship:  Any member may only receive one (1) scholarship within a three (3) year period; however, based upon the educational needs of the Corporation, the Executive Committee may waive this requirement.


Article IX

Indemnification


Every member if the Board of Directors, officer or employee of the Corporation may be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit, or proceeding to which he/she may be involved by reason of his/her being or having been a member of the Board, officer, or employee of the Corporation, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of his/her duties.  Provided, however, that in the event of a settlement and indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the corporation.  The foregoing right of indemnification shall be in addition and not inclusive of all rights which such member of the Board, officer, or employee is entitled.


Article X

Financial Administration


Section 10.01 Fiscal Year:  The fiscal year of the Corporation shall be January 1 – December 31 but may be changed by resolution of the Executive Committee.


Section 10.02 Checks, Drafts, Etc.: All checks, orders for payment of money, obligations, and insurance certificates shall be signed or endorsed by such officer or officers or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Executive Committee.


Section 10.03 Deposits and Accounts:   All funds of the Corporation, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Executive Committee may select, or as may be selected by the President or by any other officer or officers or agent or agents of the Corporation, to whom such power may from time to time be delegated by the Executive Committee.  For the purpose of deposit and for the purpose of collection for that account of the Corporation, checks, drafts, and other orders of the Corporation may be endorsed, assigned, and delivered on behalf of the Corporation by any officer or agent of the Corporation.


Article XI

Book of Records


A file shall be kept at the office of the Corporation, which shall contain a copy of the Certificate ofIncorporation, a copy of these By-Laws, and all minutes of meetings of the Executive Committee and General Membership Meetings. Financial records shall be kept for a period of not less than seven years.


Article XII

Amendment of By-Laws


These By-Laws may be amended by a majority vote of the general membership at a special meeting described in Section 6.05.


Article XIII

Rules of Order


Section 13.01 Rules of Order:  Robert’s Rules of Order shall govern all the deliberative meetings of the corporation


Section 13.02 Interpretation:  The interpretation of these rules shall be performed by any former President or any other member who may be appointed by the president to serve as parliamentarian.