Loading...
HomeMy WebLinkAboutBy-Laws articles 2MIAMI ROWING & WATERSPORTS CENTER, INC. 59-1952997 ATTACHM T, TO FORM 1023 MIAMI ROWING & WATERSPORTS CENTER, INC. BY-LAWS ARTICLE 1 Name This Corporation shall be known as MIAMI ROWING & WATERSPORTS CENTER, INC. ARTICLE!' 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 over age 24 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: A single person over age 30 who has paid the appropriate initiation fee and annual dues. (c) Associate Member: :' A single person under age 30 who has paid the appropriate initiation fee and annual dues. (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 f Life1: 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 annual 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 Termination Any membership may be terminated for cause by concurrence of a majority of all directors of the Center after due notice to the member and an opportunity to be heard. 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. 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 (15) 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 Tess 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. - 2 - 3.9 Voting Each Regular member, Individual member, Associate member and Life member of the Center shall have the right and shall be entitled to vote upon each proposal presented at any meeting of the Center in which the articles or bylaws provide for a vote by the members. 3.10 Proxies No votes may be cast by proxy. 3.11 Presiding Officer 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. The 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 mariner: (a) Nominations for such director positions shall be made by a nominating committee appointed by the president of the Center. (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. (e) The chair of the nominating committee shall be entitled to vote in all, matters. •3• (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. (g) Directors shall be subject to election by balloting by the Board. 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 shall be filled by the remaining members of the Board. 4.6 Resignation The Board may accept the resignation of a director. 4.7 Board Voting 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. 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 •4• 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 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 .5. 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 therefrom 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. ARTICLE V 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 history and rowing activities. 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 ,g. 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 unexpired 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. ARTICLE VI Standing Committees 6.1 Committees The Center shall maintain the following standing committees: Membership Committee, Clubhouse'and Property Committee, Finance Committee, and Rowing Committee. 6.2 Membership Committee The Membership Committee shall consist of a chairman 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 chairman and four (4) members. It shall be the duty of the Clubhouse and Property Committee to: .7. (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 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 chairman, 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 chairman, 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, all of the Center's rowing programs and ecfuiprrient. (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 disputes pertaining programs. and resolve to the rowing 6.6 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. -8- 6.7 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. 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 Vlil 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 therefrom 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 therefrom 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. 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. •10•