Bylaws of Social Club of St. Petersburg, Inc, a Nonprofit Corporation
REVISED AND Adopted , FIRST day of August 2021
We, the members of the SOCIAL CLUB OF ST. PETERSBURG, a fraternal ORGANIZATION, being a part of the United States of America, which we serve at all times with undivided devotion, and to whose progress we dedicate ourselves; united in the belief in God; conscious of being a representative element of an old civilization which has contributed to the enlightenment of the human spirit, and which through our activities, institutions and customs may enrich and broaden the pattern of the American way of life; realizing that through an intelligent and constant exercise of civic duties and rights, and obedience to the constitution of the United States, we uphold and strengthen this Republic, in order to make known our objectives and insure their attainment through the harmonious functioning of all the parts of our ORGANIZATION.
ARTICLE I- OFFICES
The principal office of the corporation, hereinafter referred to as the "Corporation," shall be located at the address set forth in the Articles of Incorporation. The Corporation may have such other offices, either within or without the State of Incorporation, as the Board of Directors may determine from time to time. 2500 - 34th. Street South, St Petersburg, Fl. 33711
Section 1. Classes of Members. The Corporation shall have only one (1) class of membership. The Board of Directors members, shall be the voting members.
ARTICLE III-Board of Directors
Section 1. General Powers. The affairs of the Corporation shall be managed by the Board of Directors whose members shall have a fiduciary obligation to the Corporation.
Section 2. Number, Term and Qualifications. The number of Directors shall be and no more than (8). The term of membership shall be for continuous three (3) year periods, unless removed. Election to the board shall be in the month of February, Those set forth in the original Articles of Incorporation shall comprise the original Board of Directors.
Section 3. Regular Meetings. Two regular meeting of the Board of Directors shall be held within each calendar year, The Board of Directors may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution. Additional regular meetings shall be held at the principal office of the Corporation in the absence of any designation in the resolution. All meetings will be held in accordance to ROBERTS RULES OF ORDER
Section 4. Special Meetings. Special meetings of the Board of Directors may be called by the President, Vice President, or at least (3) directors, and shall be held at the principal office of the Corporation or at such other place as the Directors may determine
Section 5. Notice. Notice of the annual, regular or any special meeting of the Board of Directors shall be given by oral notice to each director, and published to each member by e-mail. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.
Section 6. Quorum. A majority of the Board of Directors shall constitute a quorum, for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at any meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 7. Board Decisions. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
Section 8. Vacancies, Additions, Elections and Removal. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason or an increase in the number of Directors, shall be filled by a two-third (2/3) majority vote of the Board of Directors.
Section 9. Compensation. Directors, as such, shall not receive any salaries for their services.
Section 1. Officers. The officers of the corporation shall be a President, a Recording Secretary, a Treasurer, Vice‑Presidents and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. .
Section 2. Election and Term of Office. The officers of the Corporation shall be elected every three years by the Board of Directors at the meeting of the Board of Directors. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor has been duly elected and qualified.
Section 3. Removal. Any officer elected or appointed by the Board of Directors may be removed by a majority of the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. Powers of Officers.
(a) The President: The President or his/she designate shall be the chief executive officer of the Corporation. He/ She shall be a continuing member of the Board of Directors. He/ She shall have general management of the business of the Corporation and general supervision of the other officers. He/ She shall preside at all meetings of the Board of Directors and see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the Board to delegate to any other officer or officers of the Corporation any specific powers, other than those that may be conferred only upon the President. He/ She shall execute in the name of the Corporation all deeds, bonds, mortgages, contracts and other documents authorized by the Board of Directors. He/ She shall be ex‑officio a member of all standing committees, and shall have the authority to spend no more than $1000.00 without board approval.
(b) Vice President: The Vice President shall perform the duties and exercise the powers of the President in case of his temporary absence from the office of the Corporation, and shall perform such other duties as may from time to time be granted or imposed by the Board of Directors.
(c) Secretary: The Secretary shall attend all sessions of the Board held at the office of the Corporation and act as clerk thereof and record all votes and the minutes of all proceedings in a book to be kept for that purpose. He/ She shall perform like duties for the executive and standing committees when required. He/ She shall give, or cause to be given, notice of meetings of the Board of Directors when notice is required to be given under these Bylaws or by any resolution of the Board. He/ She shall have custody of the seal to all authorized documents requiring the seal. He/ She shall keep the membership rolls of the Corporation, and in general perform the duties usually incident to the office of Secretary, and such further duties as shall from time to time be prescribed by the Board of Directors or the President.
(d) Treasurer: The Treasurer shall keep full and accurate account of the receipts and disbursements in books belonging to the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such banks and depositories as may be designated by the Board of Directors, but shall not be personally liable for the safekeeping of any funds or securities so deposited pursuant to the order of the Board. He/ She shall disburse the funds of the Corporation as may be ordered by the Board and shall render to the President and Directors at the regular meeting of the Board, and whenever they may be required, accounts of all his transactions as Treasurer and of the financial condition of the Corporation. He/ She shall perform the duties usually incident to the office of the Treasurer and such other duties as may be prescribed by the Board of Directors or by the President.
(e) Vice President: the Vice President, shall attend all sessions of the board, held at the office of the corporation and act as the authority on the interpretation and enforcement of all articles of the by-laws. In addition the Vice president will also enforce the interpretation of Roberts rules of order at all meetings
(f) Delegating Powers to Other Officers: In case of the absence of any officer of the Corporation, or for any other reason that may seem sufficient to the Board, the Board of Directors may delegate those duties and powers for the time being to any other officer, or to any director.
(g) Chief Operating Officer: To manage the day to day activities of the organization, the board will retain the services of a Chief Operating Officer. This office is a nonvoting position, although it may be filled by a board member. In it addition, the position serves at the pleasure of the Board and will be entrusted with the management of the organization.
ARTICLE V-Committees and Board of Advisors
Section 1. Committees and Directors. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, which committees, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed on it or him by law.
Section 2. Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. The President shall appoint the members thereof. Any member thereof may be removed by the President whenever in his judgment the best interest of the Corporation shall be served by such removal.
Section 3. Board of Advisors. A Board of Advisors may be appointed as set forth below. It shall be the responsibility and privilege of the Board of Advisors to provide counsel to the President and to the Board of Directors. Counsel shall be organizational, financial, legal or other areas wherein the President determines professional counsel is needed and/or desirable. No minimum or maximum number of members of the Board of Advisors shall be established and the appointment of the Board of Advisors and tenure thereon shall be at the pleasure and in the complete discretion of the President.
ARTICLE VI-Contracts, checks, deposits and funds
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agents or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or may be confined to specific instances.
Section 2. Checks, Drafts or Orders. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments may be signed by either the Treasurer or the President of the Corporation.
Section 3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 4. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for any purpose of the Corporation.
ARTICLE VII-Books and Records
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceeding of its Board of Directors, committees having and exercising any of the authority of the Board of Directors, and any other committee, and shall keep at the principal office a record giving the names and addresses of the Board of Directors members entitled to vote. All books and records of the cooperation, which could be kept electronically, may be inspected by any member or agent for any proper purpose at any reasonable time.
ARTICLE VIII-Fiscal year
The fiscal year of the Corporation shall be the calendar year.
(a) Upon the dissolution of the Corporation, the Board of Directors shall, after the payment of all the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall qualify as an exempt corporation or organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or of the corresponding provisions of any future United States Revenue Law) as the Board of Directors shall determine.
(b) No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, officers, directors, or any person except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered, and to make payments in the furtherance of the Corporation. Notwithstanding any other provisions of the Articles of Incorporation or these Bylaws of the Corporation, the Corporation shall not carry on any activity not permitted to be carried on (a) by a corporation exempt from federal income tax, under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, (or by the corresponding section of any future Revenue Code of the United States of America) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended (or the corresponding section of any future United States revenue law).
The Board of Directors shall provide a corporate seal, which shall be set forth below.
ARTICLE XI-Amendment of bylaws
STANDING RULES FOR THE SOCIAL CLUB OF ST PETERSBURG:
STANDING RULES REVISED: AUGUST FIRST 2020
Social Club Of Saint Petersburg
2500 34th Street South 33711
Constitution By-laws Standing Rules
These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted by a two‑thirds (2/3) majority vote of the Board of Directors at any regular or special meeting of the Board of Directors. At least fourteen (14) days written advance notice of said meeting shall be given to each member of the Board of Directors.
#1 PROPOSAL OF A RULE CHANGE MAY BE MADE BY A COUNCIL MEMBER OR ANY MEMBER.
THE PROPOSED CHANGE WILL BE DISCUSSED AT THE COUNCIL MEETING IT IS PROPOSED AT,
A YES OR NO VOTE BY A MAJORITY OF THE COUNCIL IS NECESSARY.
IF A YES VOTE IS MADE THE PROPOSAL BECOMES PART OF THE STANDING RULES, AND LAW IMMIDIATELY.
THE PROPOSED CHANGE OR CHANGES ARE PRESENTED TO THE MEMBERS IMMIDATELY, BY DIGITAL COMUNICATION, NEWS LETTER, AND AT THE NEXT MEMBER MEETING, AS INFORMATION ONLY,
A NO VOTE INDICATES THE PROPOSED RULE CHANGE IS DEAD.
#2 ANY MEMBER OR OFFICER THAT IS IN VIOLATION OF THE RULES OF THE SOCIAL CLUB OF ST PETERSBURG WILL BE ASKED TO APPEAR BEFORE THE BOARD OF DIRECTORS FOR A HEARING, AND A RESOLUTION TO THE PROBLEM. THE DECISION OF THE BOARD WILL BE FINAL AND ANY MEMBER OR OFFICER CAN BE EXPELLED BY THE BOARD FOR FOR A VIOLATION THAT IS DETRIMENTAL TO THE ORGANIZATION.
#3 SCHOLARSHIP: (J.DEE/14) CHILDREN AND OR GRAND CHILDREN OF MEMBERS LIVING LOCALLY OR OUT OF STATE, OR LOCAL COMMUNITY HIGH SCHOOL STUDENTS ONLY MAY APPLY FOR SCHOLARSHIPS. LOCAL COMMUNITY HIGH SCHOOL STUDENTS MUST HAVE MAINTAINED A OR B ADVERAGE DURING THE SENIOR YEAR.
#4 POLITICAL REPRESENTATIVE: NO POLITICAL FIGURE IS TO USE THE LODGE FOR CAMPAIGN PURPOSES.
#5 ILLNESS: (EF) A MEMBER WHOM IS SICK, AT HOME OR IN THE HOSPITAL, WILL RECEIVE A GET WELL CARD BY THE SUNSHINE CHAIRPERSON WHEN THE INDIVIDUAL IS IDENTIFIED.
#6 DECEASED MEMBERS: THE SOCIAL CLUB WILL PROVIDE A DELEGATION FOR THE MEMORIAL SERVICE ONLY IF REQUESTED BY THE FAMILY OF THE DECEASED
#7 RAFFLE TICKETS: (J.DEE/14) THE LODGE, WILL NOT ACCEPT RAFFLE TICKETS FROM ANY OTHER ORGANIZATION UNLESS APPROVED BY THE BOARD IN ADVANCE OF SALES.
#8 RENTING: (J.DEE/12) THE MAIN HALL SHALL BE RENTED TO ANY ORGANIZATION OR PERSONS WITH A FOUR-HOUR MINIMUM. THE PRICE INCLUDES THE USE OF THE MAIN HALL, NOT INCLUDING THE KITCHEN WITH A COOK, AND CLEAN UP. MEMBERS MAY RENT THE FACILITY AS DISCOUNTED AT THE TIME OF RENTAS BASED ON BOARD APPROVAL, THE PRICE INCLUDES THE USE OF THE MAIN HALL, KITCHEN WITH A COOK AND CLEANING. SECURITY IS TO BE PROVIDED BY THE RENTER.
#9 FINANCIAL REPORTS: (EF) MEMBERS MAY REVIEW AT THE GENERAL MEMBERSHIP MEETING THE FINANCIAL REPORT, AS PRESENTED. THE REPORT MUST REMAIN WITHIN THE CONFINES OF THE FINANCIAL SECRETARY’S DESK.
#10 EXPENDITURES: (AC) (1/2006) THE PRESIDENT MAY APPROVE PAYMENTS UP TO $300.00, THE COUNCIL MUST APPROVE PAYMENTS IN EXCESS OF $301.00 .
#11 APPLICATION : (AC) (5/2006)
EACH APPLICANT FOR MEMBERSHIP MUST COMPLETE A SEPARATE APPLICATION AND PAY THE APPROPRIATE ANNUAL DUES. THE APPLICATION IS THEN BROUGHT BEFORE THE BOARD, IF ACCEPTED THE APPLICANT IS ACCEPTED AS A MEMBER, IF DENIED THE APPLICANT’S FEE WILL BE RETURNED.
#12 CARD PLAYING RULES: (J.DEE/2014):
THERE SHALL BE NO MONEY ON THE TABLE.
SEATING AT CARD TABLES WILL BE BY LUCK OF THE DRAW
PAID UP MEMBERS ONLY ARE ALLOWED TO PLAY.
STANDING RULES WILL PREVAIL IN THE EVENT OF A DISPUTE.
#13 HONORARY MEMBERS (EF) (2/2000) (AC 11/2009)
PAY A TOKEN ANNUAL FEE AS DETERMINED BY THE BOARD AT THE FALL MEETING, IN PLACE OF DUES.
#14 FUND RAISING MEAL FUNCTIONS: ARE NOT FREE, ALL MEMBERS, INCLUDING VOLUNTEERS, WILL PAY THE POSTED PRICE.
#14 VOLUNTEER MEALS: (AC 11/2009) (CP) (9/2010) (J.DEE/2014)
VOLUNTEERING FOR ANY FUNCTION SUCH AS PASTA DINNERS, OR FUND RAISING WILL RECEIVE THEIR MEAL FREE OF CHARGE INCLUDING A BEVERAGE PROVIDED AT THE BAR .
The ORGANIZATION IS PROHIBITED FROM MAKING LOANS OF ANY KIND TO MEMBERS OR ANY OTHER PERSON OUT OF FUNDS PROVIDED BY THE SOCIAL CLUB OF ST PETERSBURG.
#16 INVESTMENTS, BOARD APPROVAL:
THE INVESTMENT OF FUNDS CONSTITUTING A RESERVE OF THE ORGINIZTION MUST BE APPROVED BY THE ENTIRE BOARD, WHENEVER SUCH INVESTMENTS ARE CONSISTANT WITH THE LAWS OF THE STATE OF FLORIDA. NEITHER SHALL THIS PRECLUDE THE ORGANIZATION FROM INVESTING SURPLUS FUNDS IN PROPERTY FOR ITS OWN USE WITH BOARD APPROVAL.