By-Laws of the Tampa Bay Mineral and Science Club of Tampa Florida, Inc.
The following By-Laws shall be subject to, and governed by, the Non-Profit Corporation Act of Florida and the Articles of Incorporation of Tampa Bay Mineral and Science Club of Tampa Florida, Inc. In the event of a direct conflict between the herein contained provisions of these Bylaws and t;1e mandatory provisions of the Non-Profit Corporation Act of Florida, said Nonprofit Corporation Act shall be the prevailing controlling law. In the event of a direct conflict between the provisions of these Bylaws and the Articles of Incorporation of Corporation, it shall then be these By-Laws which shall be controlling.
Names and Purposes
Section 1.01 Name: The name of the Corporation is The Tampa Bay Mineral and Science Club of Tampa 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: Offices: The principal office of the Corporation shall be located at 10207 Fisher Ave, Tampa, Florida 33619.
Section 1.04 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 1.05 To have event(s) to encourage participation by club members, other interested persons, and by other clubs and organizations, who may have a desire to work together as indicated in Section 1.02.
Section 1.06 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 as determined by the board.
Section 2.01 Members: There shall be two types of members: Adult and Junior.
a) Adult members are those members who are 18 ( eighteen) years old or older on January 1st of the membership year
b) Junior members are those members who are under the age of 18 ( eighteen) on January 1st of the membership year
c) Only adult members of the organization are eligible to vote, be a member of the Board of Directors or be an officer of the Corporation.
d) Junior members may be non-voting members of any committee of the Corporation.
e) 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 Corporation, 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, sexual orientation 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 conduct, in words
or actions, is considered detrimental to the welfare of the Corporation. 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. Once terminated, all club and member information in their possession, (written, digital, and printed), any club equipment, resources (rocks, gems, minerals, and/or magazines), keys, and club credit cards must be returned immediately. Any potential refund of dues will be determined by board on a case by case basis.
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 Chairperson 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.
Section 2.07 Confidentiality of Corporation Information: Officers, Directors, and other club members having access to Corporation confidential information must acknowledge and affirm they will not share such restricted information with others not allowed to have access to said information, both during and after their time on the Executive Committee.
Board of Directors
Section 3.01 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 3.02 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 3.03 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 elected 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 Executive Committee. 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 3.04 Resignation: Resignations are effective upon receipt by the Board. 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 reasons for resignation, will not be permitted to hold office in any capacity for a period of one year. Examples of compelling reasons for resignation, (but not limited to), could be health, family matters, relocation, job constraints.
Section 3.05 Removal: A Director may be removed by the Executive Committee at a meeting or by action in writing pursuant to Section 2.03, whenever in the Executive Committee's 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.
Officers of the Corporation
Section 4.01 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. 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 4.02 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 the first Saturday in December. In case of a vacancy, during the year, as soon as convenient, a special meeting of the Executive Committee, will be called to fill that vacancy. All officers 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 4.03 Election of Officers; A nominating Committee will be formed at the August Executive Committee meeting to gather nominations for upcoming election of Officers and Directors.
Section 4.04 Resignation: Resignations are effective upon receipt by 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, (but not limited to), for resignation could be health, family matters, relocation, job constraints.
Section 4.05 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 4.06 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 two years.
Section 4.07 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 is responsible for presenting an annual written inventory of the Corporations property to the President for storage in a permanent file. The Vice-President is also responsible for ensuring all By-Laws are followed, up to date and the Standard Operating Procedures are current and followed.
Section 4.08 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 meeting being 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 members of the Executive Committee or general members, when present. The Secretary shall perform such other duties as occasionally may be assigned.
Section 4.09 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 monies of the Corporation, disburse funds authorized by the Executive Committee, copy and forward all receipts and expenditures to the Accountant. Report at each regular business meeting and at any other time when requested to do so by the Executive Committee, the state of the accounts obtained from the Accountant. In conjunction with the Accountant, department heads, and the Executive Committee, the Treasurer shall present a tentative budget, by the second Executive Committee meeting of each year. This budget must contain a fiscal report of budget versus actuals of the previous year. The Treasurer shall report the annual fiscal report, provided by the Accountant, at the February business meeting of the Corporation. Once approved by the Executive Committee, the proposed budget will be presented at the first membership meeting of each year. The Executive Committee will review the budget actual versus proposed at the July Executive Committee meeting, with information gathered from the Accountant, and make adjustments if needed.
Section 4.10 Accountant: A professional outside Accountant, well versed in 501-C3 procedures, selected by the Executive Committee, will be retained to ensure all records, receipts, deposits and other financial transactions are properly calculated, and applied to the correct accounts. The Accountant will work closely with the Treasurer to prepare reports, and budgets in a timely manner, and when requested by the Executive Committee.
Section 4.11 Preparation of Annual Financial Statements:
The Accountant shall prepare annual financial statements using generally accepted accounting principles. The Corporation shall make these financial statements available to the Florida Attorney General and members of the public for inspection no later than 30 days after the close of the fiscal year to which the statements relate.
Section 4.12 Reports
The Board shall ensure an annual report is available for all members to view within 30 days after the end of the fiscal year of the Corporation, which shall contain the following information:
a) The assets and liabilities, including trust funds, of this Corporation at the end of the fiscal year.
b) The principal changes in assets and liabilities, including trust funds, during the fiscal year.
c) The expenses or disbursements of the Corporation for both general and restricted purposes during the fiscal year.
d) The information required by the Non-Profit Corporation Act concerning certain self-dealing transactions involving more than $50,000.00 or indemnifications involving more than$10,000.00 which took place during the fiscal year.
Section 5.01 Executive Committee Members: The following shall serve as the Executive Committee: the elected officers of 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 5.02 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 officers, authorize payments of funds, and submit reports of all activities to the general membership. The Executive Committee shall prepare a tentative budget by the third business meeting of the year, The Executive Committee shall be responsible for all Corporation property.
Section 5.03 Quorum: A majority of the members of the Executive Committee shall constitute a quorum at any meeting of the Executive Committee.
Section 6.01 Executive Committee Meetings: The regularly scheduled Executive Committee meetings will be held on the first Monday of the month. 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 all board members have an email and any vote is ratified at the next Executive meeting
Section 6.03 Annual Meeting: An annual membership meeting shall be held on the first Saturday in December each year to announce the results of the elections of officers, to introduce the new Executive Committee and discuss the previous year.
Section 6.04 Quarterly meeting: A Quarterly membership meeting of the Corporation are held on the first Saturday of the 3rd Month of each quarter, (Mar, June, Sep, Dec). These meetings do not require a quorum as stated in Section 2.05.