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HomeMy WebLinkAboutBy-Laws articlesREV. 1/9/02 MIAMI ROWING & WATERSPORTS CENTER, INC. BY-LAWS ARTICLE I Name This Corporation shall be known as MIAMI ROWING & WATERSPORTS CENTER, INC.. 'ARTICLE II Purposes and Powers The purposes and powers of this Corporation shall be as stated in its Articles of Incorporation. ARTICLE III Members 3.1 Members All regular memberships of the Miami Rowing & Watersports Center, Inc. ("Center") are issued on an annual basis upon approval of the applicant by the Board of Directors ("Board"). Center membership categories are as follows: (a) Regular Member: A person who has reached his/her 23' birthday and who has paid the appropriate initiation fee and annual dues. This membership category allows the use of the Center and its facilities by the member's spouse and unmarried children under age 23. The Regular member is the voting member. (b) Individual Member: i. Over 30: A single person over age 30 who has paid the appropriate initiation fee and annual dues. ii. Under 30: A single person between the ages of 23 and 29 who has paid the appropriate initiation fee and annual dues. (c) Junior Member: A person over the age of 18 but Tess than 23 and not classified as a high school student who has paid the appropriate initiation fee and annual dues. Privileges of Junior Membership shall not extend to the spouse or children of a Junior Member. (d) Senior Member: A person over age 65 who has paid the appropriate initiation fee and annual dues. Privileges of senior membership shall extend to the spouse of a senior member, but not to the children of a senior member. (e) Life Member:.A life membership in the Center is issued upon approval of the Applicant by the Board in either of two categories: (i) Regular Member (Life): A life member who has paid the appropriate lifetime dues; or (ii) Honorary Member (Life): A person selected by the unanimous vote. of the Board, who has won an Olympic or World Championship in the sport of rowing, • or other water sport sponsored by the Center. He or she shall have all of the rights and privileges of a Regular member, without payment of an initiation fee or anrival dues. 3.2 Other Categories The Board shall have the power to establish other categories of members and supporting members from time to time, as it deems desirable. 3.3 Not Used 3.4 Resignation The Board shall accept the resignation of a member made in writing, mailed certified mail, return receipt requested, to the Center. The effective date of the resignation of the Center membership shall be the date of receipt of such written resignation by the Center. The resigning member's payment toward membership in the Center is not refundable in whole or in part. 3.5 Death and Succession The surviving spouse of a Regular member, Senior member or Lifetime member may succeed to the membership of the deceased member, and shall be responsible for all appropriate annual dues. In the event of the divorce or separation of a Regular member, Senior member or Lifetime member, only one spouse may retain the membership. The parties shall advise the Board in writing of which spouse will maintain the membership. In the event of a dispute, the Board shall be governed by the provisions of the divorce or separation decree. -2- 3.6 Meetings There shall be an annual members' meeting held the second Saturday of December of each year in Florida. Special meetings may be called on approval of the Board. 3.7 Notice of Meetings Notice of meetings stating the time and place and the purposes for which the meeting is called shall be given by the president or secretary, the notice shall be given not less than thirty (30) days prior to the date of the meeting, and notice of a special meeting shall be given not less than fifteen (15) days prior to the date of the meeting. Notice shall be sent to each member at the address on the books of the Center. Notice of meeting shall also be posted in the Clubhouse in the upstairs area, and also on the downstairs rowing bulletin board. Proof of notice shall be made by the affidavit of the person giving the notice. Notice of meeting may be waived in writing before or after meeting. 3.8 Quorum A quorum shall consist of at least fifteen (1 5) voting members. The acts approved by a majority of those present at a meeting at which a quorum is present shall constitute the acts of the members. If at any meeting there shall be less than a quorum, a majority of those voting members present may adjourn the meeting from time to time and place to place until a quorum is present. 3.9 Voting Each Regular member, Individual member, Junior member, Senior member and Life member of the Center that is in good standing shall have the right and shall be entitled to vote upon each proposal presented at any meeting of the Center in which t'h,e articles or bylaws provide for a vote by the members. 3.10 Proxies and Absentee Ballots (a) No votes may be cast by proxy. (b) Absentee votes are only allowed for the selection of the Directors. Absentee ballots must be requested to the President in writing at least 30 (30) days prior to the election. Absentee votes will not be permitted for other proposals presented at any meeting of the Center in which the article or bylaws provide for a vote by the members. 3.11 Presiding Officer -a- a The presiding officer of members' meetings shall be the president, and if absent, the vice-president shall preside. If the vice-president is absent, the treasurer shall preside. In the absence of a presiding officer, the members shall designate one of their own to preside. ARTICLE IV Board of Directors 4.1 Number The affairs of the Center shall be managed by a Board consisting of not fewer than six (6) directors who shall be members (all categories of members are eligible for Board membership) in good standing, elected at the annual members' meeting. Tfe Head Coach (rowing) shall sit as an additional, not elected, member of the Board with all voting rights and privileges. A representative of the Senior Members shall sit as an additional, not elected, member of the Board with all privileges but shall have no vote. A representative of the High School Parents Association shall sit as an additional, not elected, member of the Board with all privileges but shall have no vote. 4.2 Selection Selection of the directors shall be conducted in'the following manner: (a) Nominations for such director positions shall be made by a Nominating Committee appointed by the President of the Center. A member running for election or re-election to the Board shall not be appointed to the Nominating Committee. All Nominating Committee members must be in good standing with the Center. The Nominating Committee shall consist of a chairperson who shall be a current Director not seeking re-election and at least two members. (b) Additional nominations for such director positions may be submitted to the secretary of the Center not fewer than thirty (30) days prior to the meeting of the current Board at which such selection shall be made. (c) Notice of such nominations for director positions shall be furnished to all Center members at least thirty (30) days prior to the meeting of the nomination committee at which nominees for such director positions shall be chosen. Candidates may be nominated by petition directed to the Board. (d) Notice of the slate of nominees for such director positions as prepared by the nominating committee, and of any nominees submitted by nominating petition to the secretary, shall be given to directors in the notice of the meeting at which such selection shall be made. -4- (e) The chair of the nominating committee shall be entitled to vote in all matters. (f) Each nominating committee may make such additional rules, as it may from time to time deem necessary, so long as such rules are not inconsistent with these By -Laws. However, a member must be in good standing prior his/her nomination for such director position. (g) Directors shall be subject to election by balloting by the members in good standing. 4.3 Term The terms of office for director shall be as follows: Directors shall serve for a two (2) year staggered term, except where shorter terms are required (in the discretion of the Board) to accomplish the staggered term. Directors may be re-elected for additional terms. 4.4 Removal A director may be removed for cause at any time by concurrence of two-thirds of all directors of the Center, provided, before a director is removed without such director's consent, such director shall be given an opportunity to be heard. Such "cause" shall include three consecutive unexcused absences (as defined by written policy of the Board) from Board meetings during a two-year term of office. 4.5 Vacancies Vacancies on the Board occurring between annual meetings of the Board, which are caused in any manner, may be filled by the remaining members of the Board. Only V cancies that lower the number of Board members below the requirement set forth in Section 4.1 must be filled by the remaining members of the Board within ninety (90) days. 4.6 Resignation The Board may accept the resignation of a director. 4.7 Board Voting Except as otherwise provided herein, every member of the Board in good standing shall have the right and be entitled to one vote, in person, upon every proposal submitted to vote at any meeting of the Board. -5- 4.8 Annual Meeting The Board shall hold an annual meeting during the month of December. 4.9 Regular Meetings Regular meetings of the Board shall be held at regular specified intervals as determined by a majority of the Board but at least quarterly. The time and place of such meetings shall be determined from time to time by a majority of the Board or the president. 4.10 Special Meetings Special meetings of the Board may be called by the president and must be called by the secretary by the written request of one-third (1 /3) of the Board, the date of such meeting to be no later than thirty (30) days after the receipt of such request by the secretary. 4.11 Notice Notice of meetings of the Board shall be given to each director personally or by mail, telephone or fax at least five (5) days prior to the day named for such meeting. Notice of special meetings shall state the principal purpose of the meeting, but such notice shall limit the nature of the business to be transacted. Notice shall be sent to the directors' address on the books of the Center. Any director may waive notice of a meeting in writing before or after the meeting and such waiver shall be deemed equivalent to the giving of notice. 4.12 Quorum A quorum at directors' meetings shall consist of a majority of all of the elected directors. The acts approved by a majority of those present at a meeting at which a quorum is present shall constitute the acts of the Board, except when the Articles of Incorporation of these By -Laws require approval by a greater number of the directors. 4.13 Adjourned Meetings If at any meeting of the Board there be less than a quorum present, the majority of those present may adjourn the meeting from time to time and place to place until a quorum is present. At any adjourned meeting any business which might have been transacted at the meeting is originally called may be transacted without further notice. 4.14 Joinder in Meeting by Approval of Minutes -6- The joinder of a director in the action of a meeting by signing and concurring in the minutes of that meeting shall constitute the presence of such director for the purpose of determining a quorum. 4.15 Action Without a Meeting Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting, may be taken without a meeting if a consent in writing setting forth the action so to be taken signed by all of the directors is filed in the minutes of the proceedings of the Board. Such consent shall have the same effect as a unanimous vote. 4.16 Presiding Officer The presiding officer of directors' meeting shall be the president and if absent, the vice-president shall preside. If the vice-president is absent, the treasurer shall preside. 4.17 Compensation and Expenses Directors shall receive no compensation for their services as directors and shall not be reimbursed for attendance at meetings of the Board or of committees. Directors and duly appointed committee members may be reimbursed for other reasonable expenses actually incurred when authorized in advance by the Board. 4.18 Powers All of the powers and duties of the Center existing under the statutes of the State of Florida, the Articles of Incorporation of the Center and or these By -Laws shall be exercised exclusively by the Board; provided, when authorized by the Board, such powers and duties may be exercised through the officers, agents and employees of the Center. The Center may accept contributions and bequests made to the Center in fee or in trust, and shall use the accepted contributions and requests or the proceeds thereof and the income there from for the purposes of the Center. 4.19 Participation of Directors by Means of Communication Equipment Members of the Board, or of any committee, thereof, shall be deemed present at a meeting of such Board or committee if a telephone conference or similar communications equipment, by means of which all persons participating in the meeting can hear each other, is used. - 7 - ARTICLEV Officers 5.1 Officers The officers of the Corporation shall consist of a President, a Vice President, -a Treasurer, a Secretary, and a Rowing Delegate. 5.2 Duties President: The President shall preside at all meetings of the Board. The President shall have all general powers and duties which are generally vested in the office of the president, including the power to make appointment to all committees from time to time as in his or her discretion may be deemed appropriate to assist in the conduct of the affairs of the committee. Vice President: The Vice President shall be the second officer in the chain of command, and shall accept and perform the duties and exercise the power of the President in his/her absence. Treasurer: The Treasurer shall keep the financial records of the Center, shall have custody of the property of the Center, including funds, securities and evidence of indebtedness, and shall perform all other duties as directed by the Board or the president. Secretary: The Secretary shall keep the minutes of all proceedings of the Board and the members, shall attend to the giving and serving of all notices to the members and Board and other required notices; shall have custody of the seal of the Center, and shall affix the same to instruments requiring a seal when duly signed. The Secretary shall publish a Center newsletter on a regular basis and maintain a scrapbook of Center 7s• history and rowing activities. All Center information (brochures, press releases, websites, etc.) regardless of media (print, video, electronic, etc.} shall be approved by the Board and published by or under the supervision of the Secretary. Rowing Delegate: The Rowing Delegate shall supervise, maintain and repair the marine facilities of the Center, including Center's truck, trailers and boats or vessels in the storage area. He or she shall resolve disputes pertaining to the rowing programs and the use of equipment, subject to review of the Rowing Committee. He or she shall make all necessary travel arrangements for regattas and reserve boats for the use of the racing crews and racing programs, and shall maintain a complete racing record for the Center. 5.3 Term of Office Officers shall be elected annually by the Board for a period of one year or until their successors have been duly elected. 5.4 Resignation Any officer may resign at any time by giving written notice to the Board, and such resignation shall take effect at the time specified therein or, if no such time is specified, upon acceptance by the Board. 5.5 Vacancies A vacancy in any office due to death, resignation, removal or otherwise may be filled by the Board for the un-expired portion of the term. 5.6 Removal Any officer elected or appointed by the Board may be removed from office, with cause, whenever in the judgment of the Board the best interests of the Center shall be so served. 5.7 Executive Director The Center may appoint an Executive Director. Any such Executive Director shall be appointed by the Board. The Executive Director shall perform ministerial duties of secretary and treasurer at the direction of the secretary and treasurer and shall perform such other executive and administrative duties as may be assigned by the Board or the president. The compensation of the Executive Director shall be set by the Board. •9- ARTICLE VI Standing Committees 6.1 Committees The Center may maintain the following standing committees: Membership Committee, Clubhouse and Property Committee, Finance Committee, Scholarship Committee and Rowing Committee. 6.2 Membership Committee The Membership Committee shall consist of a chairperson and four (4) members. It shall be the duty of the Membership Committee to: (a) Organize and conduct membership drives. (b) Receive and consider all proposals for membership and review membership applications for correctness. (c) Make recommendations to the Board on the suspension or revocation of any class of member. 6.3 Clubhouse and Property Committee The Clubhouse and Property Committee shall consist of a chairperson and four (4) members. It shall be the duty of the Clubhouse and Property Committee to: (a) Administer and oversee the Clubhouse, the property contained therein, and all land, building, equipment, and other property of the Center. - (b) Establish guidance policies for: (i) The operation of the Center facilities; (ii) The purchase of all supplies and articles necessary for use in the Clubhouse, and (iii) The general supervision over all Center employees, which shall not include their employment and discharge. (c) Receive and consider complaints from members concerning the operation of the. Center, and if appropriate, advise the Board thereof. (d) Enact and enforce House Rules, subject to the review and approval of the Board, pertaining to the conduct of members and visitors in the Clubhouse and on 10- Center property, as well as at the Center functions and other activities at which Center participates, wherever situated. 6.4 Finance Committee The Finance Committee shall consist of a chairperson, who shall be the Treasurer, and three (3) members. It shall be the duty of the Finance Committee to: (a) Provide for proper auditing of the accounts of the Center. (b) Prepare and submit to the Board an annual operating budget not later than the second regular meeting of the Board. (c) Seek contributions and donations from members. (d) Perform such other duties as may be assigned to it by these By -Laws. 6.5 Rowing Committee The Rowing Committee shall consist of a chairperson, who shall be the Rowing Delegate, three (3) members, and the Head Coach, It shall be the duty of the Rowing Committee to: (a) Coordinate, together with the Head Coach, ail of the Center's rowing programs and equipment. (b) Promulgate and enforce such rules and regulations, with respect to the use of the Center's marine facilities, as it deems advisable, subject to the review and approval of the Board. (c) Supervise all marine activities of the Center. d) Review and resolve disputes pertaining to the rowing programs. 6.6 Scholarship Committee The Scholarship Committee shall consist. of a chairperson and two members. This committee will consist of the MRC Youth Rowing Director and two Board Members. It shall be the duties of the Scholarship Committee to: (a) Establish a criteria for awarding scholarships for MRC Youth Rowing Program. The criteria shall be reduced to writing. (b) Review ail merits of all applications for scholarship each year. (c) Make reasonable inquiries to enable the Committee to fulfill its' duties in awarding scholarships. (d) To award scholarships based upon applications submitted and the established criteria for awarding scholarships. - 11 - (e) All information brought before the Committee shall be held in strict confidence and shall not be revealed to non -Committee members.(f) The total amount of funds available for scholarships to be awarded is to be determined and approved yearly by the Board. 6.7 Written Committee Reports Each committee shall provide the Board with a written report of all matters considered and decided at each meeting of the committee. Such reports are to be provided to the Board not later than two weeks from the day the committee meeting is celebrated. 6.8 Board Approval No committee shall have authority to bind the Center to third parties for the payment of any expense, unless such expense has been previously authorized by the president or the Board. ARTICLE VII Fiscal Management 7.1 Fiscal Year The fiscal year of the Center shall begin on January 1 of each year. 7.2 Depository The moneys of the Center shall be deposited in such financial institutions and/or with such professional investment advisory services as shall be designated from time to time by the Board. Withdrawal of moneys shall be only by checks, drafts or by such electronic means which are signed or approved by two (2) persons (dual signature required) authorized by the Board. 7.3 Safekeeping The moneys and investments of the Center, included, but not limited to, certificates of deposit, stocks, bonds, and evidences of indebtedness, shall be kept in safekeeping only in such places and under such security as shall be approved by the Board. 7.4 Audit All books and records of the Center, and all funds thereof, shall be audited as may be required from time to time by applicable law or as approved by the Board. -12- 7.5 Budgetary Control The expenditure of the funds of the Center shall be in accordance with a budget or an appropriation approved annually, and which may from time to time be amended, by the Board. 7.6 Fiscal Agents The Board .may employ one or more fiscal agents, and/or may contract for professional investment advisory services to carry out the Center's investment program, and to maintain custody of such investments, and the Center's investment accounts and records, under the supervision of the Board. ARTICLE VIII Gifts, Donations and Bequests 8.1 Acceptance Gifts, donations and bequests may be given directly to the Center, or the principal of a gift, donation or bequest may be given to some other person, corporation or director with instructions that the principal or income there from shall either be paid to the Center or disbursed in accordance with the instructions of the Board of the Center; provided, however, that the uses and purposes of all such gifts, donations and bequests either of income or principal shall be in accord with the purposes of the Center. All restricted gifts, donations and bequests shall be subject to acceptance by the Board of the Center. 8.2 Use Unless gifts, donations or bequests are given subject to a stated special purpose, they shall be unrestricted funds of the Center. All membership contributions shall be unrestricted funds of the Center. In the discretion of the Board, unrestricted funds may be used for any purposes or expenses of the Center, or may be invested and the income there from used for any purposes or expenses of the Center, and invested funds may be withdrawn from investment and used for any purposes or expenses of the Center. ARTICLE IX Rules of Order "Roberts Rule of Order", as revised, shall be the parliamentary authority for all matters of procedure not specifically covered by these By -Laws. -13- ARTICLE X Amendments These By -Laws may be amended by a two-thirds (2/3) vote of the Board at any meeting of the Board. 10.1 Notice to Members Notice of proposed By -Laws amendments shall be given to each member at the address listed on the books of the Center by mail at least five (5) days prior to the meeting. 10.2 Notice to Directors Notice of the subject matter of a proposed amendment shall be included in the notice of the meeting at which a proposed amendment is considered, and shall be given at least five (5) days prior to the meeting. 10.3 Notice to be Posted Notice of any changes in the By -Laws shall also be posted in the Clubhouse in the upstairs area, and also on the downstairs rowing bulletin board. ARTICLE XI DISCIPLINARY PROCEEDINGS/SUSPENSIONS 11.1 Any Member of the Center or the members of his/her family may be charged by any Life, Regular, Individual, Junior or Senior Member or by the Center Manger with conduct injurious to the character or welfare of the Center, which charge shall be communicated to the Board in writing. 1 1 .2 In the case of a charge of misconduct against any Junior, Life, Regular, Individual or Senior Member, the Board shall schedule a hearing to consider the charge. The Board shall cause a statement of the charge, together with ten (10) days notice of the time and place of the hearing, to be mailed to the • member charged. At the hearing the Board shall consider the charge and all facts relevant thereto and shall grant the member charged an appointment to be heard. If the Board finds the charge justified, the majority of the Board may suspend the member charged for such period of thirty (30) days, or - 14- such other period as the Board deems appropriate, at its sole discretion, or shall otherwise discipline the member in such manner as the Board deems appropriate or the Board may expel (terminate) the member from membership in the Center upon a two-thirds majority vote of the members of the Board. The suspension of a member shall mean that all privileges of the Center and use of the Center facilities and services will be denied to the suspended member, members of his/her family and his/her guests, during the period of the members suspension. 11.3 In the case.of a charge of misconduct against a member of the family of a Regular or Senior member, the Board shall consider the charge, and if found to be justified, a majority of the Board may suspend the family member (without necessity of a hearing) for such period of time as the Board deems appropriate, at its sole discretion. The suspension of the family member shall mean that the use of the Center facilities and services will be denied such person during the period of suspension. 1 1.4 A suspended Center member may obtain reinstatement only after making written application to the Board for such reinstatement after which, if the Board is satisfied that the member has complied with his/her suspension, and is otherwise in good standing with the Center, the member may be reinstated at the Board's discretion. Notwithstanding a suspension, the suspended Center member shall remain liable to the Center for the payment of all dues and indebtedness which may accrue during the period of suspension. 11.5 An expelled (terminated) member may obtain reinstatement only after 1) making written application to the Board for such reinstatement; 2) appearing before the Board for questioning; 3) payment of any outstanding dues to the Center and 4) receiving two-thirds majority vote of the members of the Board. END OF DOCUMENT