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Click here to read the Sarasota British Club ByLaws in Adobe Acrobat® PDF format.
ARTICLE 1: NAME, LOCATION, PURPOSE AND RESTRICTIONS
1.1 NAME. The name will be Sarasota British Club, a not-for-profit corporation, incorporated in the State of Florida, hereinafter referred to as “the club”.
1.2 LOCATION. The principal office of the club is located in Sarasota, Florida.
1.3 PURPOSE. The primary purpose of the club is to serve the needs of its membership in the spirit of friendship and mutual support, which includes planning, developing and overseeing a social setting for the membership, in addition to assisting British newcomers in settling into the community and to provide networking and support to the British owned businesses in the community.
1.4 RESTRICTIONS. The policies and activities of the club shall be consistent with the following:
1.4.1 The club shall comply strictly with the letter and spirit of all applicable Federal and State laws.
1.4.2 Applicable tax exemption requirements, including the requirements that the club not be organized for profit, and that no part of its net revenue insures to the benefit of any private individuals or corporation, shall be maintained.
ARTICLE 2: MEMBERSHIP
2.1 MEMBERSHIP QUALIFICATION. Membership in the club is available to anyone of British heritage or with an interest in British culture.
2.2 APPLICATION FOR MEMBERSHIP. All applicants for membership must complete an application form provided by the club and submit the application to the club, along with a payment for one year of membership dues.
2.3 MEMBERSHIP CLASSIFICATION. There shall be two types of membership: single and family. A single membership shall be that of an individual. A family membership shall be that of any members of the same household and their children, up to the age of 18. When any child covered under a family membership reaches the age of 18, that individual must take out their own membership to continue to enjoy the benefits of membership.
2.4 DISCIPLINE. Any individual holding membership in the club may be suspended or expelled for reasons as set forth in these bylaws, including failure to meet financial obligations, violations of the club’s bylaws or policies, or perpetration of any act which tends to interfere with the objectives of the club.
ARTICLE 3: DUES AND OTHER FINANCIAL OBLIGATIONS
3.1 DUES AND OTHER FINANCIAL OBLIGATIONS OF MEMBERSHIP. Dues and other financial obligations of membership are established by the Board.
3.2 DELINQUENCY. Any individual more than 45 days in arrears for any indebtedness to the club, including paying of dues, shall be considered not in good standing.
ARTICLE 4: BOARD OF DIRECTORS
4.1 PURPOSE. There shall be a Board of Directors, which shall be the governing body of the club.
4.2 DUTIES. The Board shall Have authority for and be responsible for the supervision, control and direction of the club; establish administrative and fiscal obligations governing the club, including discharge of fiscal obligations; establish the requirements, rights, privileges and restrictions applicable to membership; schedule the Annual General Meeting and perform such other duties as are specified in these bylaws.
4.3 COMPOSITION OF THE BOARD. The board shall consist of twelve voting members: 5 Officers and 7 Directors. The officers shall consist of a President, Vice-President, Secretary, Treasurer and Immediate Past President. The directors shall consist of a Membership Director, Program Director, Public Relations Director, the Business Group Director, the Newsletter Editor, the webmaster and one (1) Director-at-large. The Newsletter Editor, webmaster, Business Group Director and director-at-large positions shall be appointed by the incoming President with the consent of the Board. Although the President of the Board shall be an Officer, he/she shall vote only when a tie exists. Past Presidents (other than the Immediate Past President) are encouraged to attend board meetings where they shall have seat and voice, but no vote.
4.4 TERMS OF OFFICE. Officers and directors whether elected or appointed shall serve for a term of one year. Each term shall be for the calendar year following the election.
4.5 DUTIES. The officers perform those duties usual to their positions, including those specified herein as assigned to them by the Board.
4.5.1 The president shall be chairperson of the Board and ex-officio member of all committees. The president shall schedule board meetings, prepare an agenda and run such meetings.
4.5.2 The Vice-President, upon the inability of the President to act, shall assume the duties of the President. In the event of a vacancy occurring in the office of President, the Vice-President shall serve as acting President until the expiration of the term.
4.5.3 The Secretary shall be responsible for keeping and distributing the minutes of all meetings of the Board, the Annual General Meeting, and any special members’ meetings of the club.
4.5.4 The Treasurer shall be responsible for safeguarding all financial assets of the club, keeping financial records, paying all bills and balancing the club check book.
4.5.6 The Program Director shall be responsible for overseeing all social activities of the club and costs of those activities.
4.5.7 The Membership Director shall be responsible for the renewal of annual dues, contacting all new members, and keeping an up-to-date list of the membership.
4.5.8 The Public Relations Director shall be responsible for all public relations activities such as advertising events in various newspapers and establishments, overseeing of the club newsletter and fund-raising events.
4.5.9 The Newsletter Editor shall be responsible for the preparation and printing of the newsletter.
4.5.10 The Webmaster shall maintain the Club’s website.
4.5.11 The Director-at-Large will serve in whatever capacity as may be agreed upon by the President and said director.
4.5.12 The Business Group Director shall be responsible for the operation of the business group, establishing whatever positions within the Business Group as shall be deemed necessary for its efficient operation.
4.6 SUSPENSION OR REMOVAL. An officer or director may be suspended for three unexcused absences from Board meetings or for dereliction of duty.
4.7 VACANCIES. If an officer or directorship shall become vacant, the President shall appoint a successor to fill out the unexpired portion of the term, subject to the approval of the Board.
4.8 BOARD MEETINGS. The Board shall meet together at whatever times and places as may be specified by the President, but at least 4 times annually. Proxy voting is permitted at board meetings. Special board meetings may, in addition and with reasonable notice, be called by the President upon approval by 50 percent of the Board.
4.9 QUORUM. A quorum shall be a majority of officers and directors.
ARTICLE 5: COMMITTEES
5.1 NOMINATING COMMITTEE. The nominating committee shall consist of a chair, appointed by the President and approved by the Board, and two additional board members. The nominating committee shall submit to the board for their approval one nominee for each of the following offices: President, Vice-President, Secretary, Treasurer, Program Director, Membership Director, Public Relations Director and 4 other Directors in accordance with the bylaws and with procedures established by the Board.
5.2 SPECIAL COMMITTEES. The Board from time to time may establish such special committees as it deems necessary. The Board shall determine the composition and charge of special committees, including the appointment and service of the members.
ARTICLE 6: ANNUAL GENERAL MEETING
6.1 ANNUAL GENERAL MEETING. The club shall hold an Annual General Meeting between October and December at a place, date and hour designated by the Board and shall inform the membership of such 60 days prior to the meeting.
6.1.1 The President, Vice-President, Secretary, Treasurer, Program Director, Membership Director and Public Relations Director shall be elected at the Annual General Meeting.
6.1.2 A notice shall be placed in the club newsletter, no later than 60 days prior to the Annual General Meeting, advising members wishing to run for election to contact the President within 15 days of said notice, and stating that no nominations will be accepted from the floor during the meeting.
6.1.3 The nominating committee shall present the slate of nominated candidates to the Board for approval no later than 30 days prior to the Annual General Meeting.
6.1.4 A slate of nominated candidates will be sent to members no later than 20 days prior to the Annual Meeting.
6.1.5 If only one candidate is running for each officer or director position, provision may be made for acceptance of the proposed slate of officers and directors by acclamation from the floor. In the event paper ballots are required, those candidates receiving the majority of the vote shall be elected.
6.1.6 Ballots, if required, shall be counted by the nominating committee and results announced at the annual meeting. Such results shall also be printed in the next monthly newsletter.
6.2 VOTING RIGHTS. Each membership category shall have only one vote. Only members in good standing at the time of the Annual Meeting shall be permitted to run for any office or directorship or to vote for any candidate.
6.3 ANNUAL GENERAL MEETING QUORUM. At least ten percent of the voting members in good standing shall constitute a quorum for the conduct of business at the Annual General Meeting.
ARTICLE 7: GENERAL
7.1 FISCAL YEAR. The fiscal year of the club shall be from January 1st until December 31st of each year.
7.2 PUBLICATION. The club newsletter, or any successor publication, shall be the official publication for all news of the club.
7.3 PARLIAMENTARY AUTHORITY. The rules contained in Robert’s Rules of Order (most recent edition) shall govern the club in all cases to which they are applicable.
7.4 LOGO. The Board may adopt a logo for the club, to be in such form and to be used in such manner, as the Board shall direct.
7.5 DISSOLUTION. In the event that the Sarasota British Club shall elect or be caused to discontinue, it shall require a vote of the members as specified by the laws of the state of incorporation. In the event of dissolution, the Board shall distribute all corporate assets remaining, after all debts and other obligations of the club are discharged, for the exempt purposes within the meaning of Section 501(C)(6) of the Internal Revenue Code or the corresponding section of any future Federal Tax Code.
ARTICLE 8: AMENDMENTS TO BYLAWS
8.1 AMENDMENT PROCEDURE. The President and the Board shall appoint a Bylaws Committee, which will report proposed amendments to the Board for consideration and adoption The Bylaws Committee shall be disbanded upon the approval of the proposed revisions by the Board.
8.2 RATIFICATION AT ANNUAL GENERAL OR SPECIAL MEMBERS MEETING. Once approved by the Board of Directors, the members shall be asked to ratify the changes at a meeting of the membership not less than 30 days, nor more then 60 days from the date of notification. A simple majority of the members attending the meeting is required to ratify these bylaws.
8.3 COPIES OF BYLAWS. A copy of the bylaws shall be furnished to any member upon request.
Last Amended: August 6th, 2007
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