BY-LAWS OF The Indian River Photo Club Inc as amended November 18, 2012
Barbara DuPont
BY-LAWS
OF
INDIAN RIVER PHOTO CLUB, INC.
ARTICLE ONE
(Organization)
1) The name of this organization shall be Indian River Photo Club, Inc. and its office shall be located in Indian River County, Florida.
2) The corporate seal shall have engraved thereon the following:
INDIAN RIVER PHOTO CLUB, INC.
A NON-PROFIT CORPORATION. INCORPORATED 2007, FLORIDA.
It shall remain in the custody of the Secretary and shall be by the Secretary affixed to all instruments in writing the corporate seal for complete execution.
3) The fiscal year of the corporation shall be from the 1st day of January until the 31st day of December year.
ARTICLE TWO
(Purposes)
The purpose for which the organization has been organized is to promote the development of photographic skills and the enjoyment of photography among its members.
ARTICLE THREE
(Membership)
Section 1: Active voting membership shall be limited to persons or entities who are dues paying members of the organization.
Section 2: Whenever an active member shall cease to comply with the restrictions, rules and regulations of the organization, or fail to pay assessments or dues when due, such member shall be dropped from the membership role.
Section 3: A member shall have no vested right, interest or privilege of, in or to the funds, assets, property, functions, affairs, or franchises of this corporation, or any right, interest, or privilege which may be assigned, transferred, hypothecated or inherited unless set forth herein. When a member is not in good standing for failure to pay dues, or comply with rules, regulations or restrictions prescribed by the Board of Directors, such member shall not be entitled to vote or exercise any other rights or privileges of a member in the corporation.
Section 4: Each membership is personal to the member enrolled and shall not be transferred voluntarily or by operation of law. Each membership shall be subject to the Articles of Incorporation and By-Laws of this corporation.
ARTICLE FOUR
(Meetings)
The annual membership meeting of this organization shall be held at the First Thursday of December each and every year except if such day be a legal holiday then in that event the Board of Directors shall fix the day but it shall not be more than two (2) weeks from the date fixed by these By-Laws. The Secretary shall cause to be mailed or e-mailed to every member in good standing at his or her address or e-mail address as it appears in the membership list of this organization a notice telling the time and place of such annual meeting, which notice shall be at least 14 days prior to the said meeting. There are no regular meetings currently contemplated.
Prior to the annual meeting the Board of Directors shall elect a nominating committee of 3 members who shall not less than 30 days prior to the annual meeting propose a slate of candidates for Board membership. Said candidates shall be elected by ballot at the annual meeting, a majority of all votes cast being necessary to elect. Other nominations can be made from the floor.
At each annual meeting of the organization, the following will be the order of business:
1. Roll Call/Sign in sheet.
2. Proof of Notice of Meeting or Waiver of Notice.
3. Reading of minutes of previous meeting.
4. Report of the President.
5. Report of the Secretary.
6. Report of the Treasurer.
7. Report of the Nominating Committee.
8. Election of Directors.
9. Unfinished business including committee reports.
10. Adjournment.
This order of business may be modified or changed at any meeting at the discretion of the President.
The presence of not less than a majority of the members, in person or by proxy, shall constitute a quorum and shall be necessary to conduct the business of this organization; but a lesser number may adjourn the meeting for a period of not more than two (2) weeks from the date scheduled by these By-Laws and the Secretary shall cause a notice of this scheduled meeting to be sent to all those members who were not present at the meeting originally called. A quorum as herein before set forth shall be required at any adjourned meeting.
Special meetings of this organization may be called by the President when he or she deems it for the best interest of the organization. Notices of such meeting shall be mailed to all members at their address or e-mail address as they appear in the membership list at least seven (7) but not more than twenty-one (21) days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom called.
At the request of a majority of the members of the Board of Directors or a majority of the members of the organization the President shall cause a special meeting to be called but such request must be made in writing at least thirty (30) days before the requested special date.
No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
ARTICLE FIVE
(Board of Directors)
The business of this organization shall be managed by a Board of Directors consisting of not less than three (3) nor more than seven (7) members. At least one of the directors elected shall be a resident of the State of Florida and a citizen of the United States of America. Each Board member shall be an active member of the Association.
The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organization as set forth above and they shall serve for a term of one (1) year.
The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairperson after due notice to all the directors of such meeting.
A majority of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly prior to the regular monthly meeting.
Each director shall have one vote and such voting may not be done by proxy. The Directors shall act only as a Board and the individual Directors shall have no power as such.
The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.
Vacancies in the said Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the term.
The Board of Directors shall select from one of their number a secretary.
A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules as it may in its discretion consider necessary for the best interests of the organization, for this hearing.
The Board of Directors shall hold a minimum of 6 meetings per year.
The Board of Directors, after the close of the fiscal year, shall prepare and make available to members of the corporation a report as to the condition of the corporation and its property, and shall also prepare and make available an account of the financial transactions of the past year.
ARTICLE SIX
(Officers)
The officers of the organization shall be as follows:
President.
1st Vice President.
2nd Vice President.
Secretary.
Treasurer.
All officers shall be elected by the Board of Directors by a majority vote.
The President shall:
1. Preside at all membership meetings.
2. Present at each annual meeting of the organization an annual report of the work of the organization.
3. Appoint all committees, temporary or permanent.
4. See all books, reports and certificates as required by law are properly kept or filed.
5. Be one of the officers who may sign checks or drafts of the organization.
6. Or may be one of the officers required to sign the checks or drafts of the organization.
The 1st Vice President shall in the event of the absence or inability of the President to exercise his or her office become Acting President of the organization with all the rights, privileges and powers as if he or she had been duly elected President. If the 1st Vice President is unavailable, the 2nd Vice President shall become Acting President for the meeting.
The Secretary shall keep the minutes and records of the organization in appropriate books. It shall be the duty of the Secretary to:
1. File any certificate required by any statute, federal or state.
2. Give and serve all notices to members of this organization.
3. Be the official custodian of the records and seal of this organization.
4. Or may be one of the officers required to sign the checks and drafts of the organization.
5. Present to the membership at any meetings any communications addressed to him or her as Secretary of the organization.
6. Submit to the Board of Directors any communications which shall be addressed to him or her as Secretary of the organization.
7. Attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.
The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization. The Treasurer shall cause to be deposited in a regular business banking or savings organization all of the funds of the organization.
The Treasurer must be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks or drafts issued upon it.
The Treasurer shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting.
There shall be also a limit on expenditures made for the purpose of the organization, said limit to be in the amount of $500.00. Any expenditure which shall exceed that amount shall first be approved by the Board of Directors.
The Treasurer shall exercise all duties incident to the office of Treasurer.
No officer shall for reason of his or her office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer.
ARTICLE SEVEN
(Salaries)
The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary in the conduct of the business of the organization, as well as the duration of such employment. All Directors and Officers shall serve without compensation.
ARTICLE EIGHT
(Committees)
All committees of this organization shall be appointed by the Board of Directors and their term of office shall be for a period of one (1) year or less if sooner terminated by the action of the Board of Directors.
ARTICLE NINE
(Fees, Dues and Assessments)
Every active member shall pay to the corporation annual dues to cover the cost of operating the corporation. The amount of the dues shall be determined and assessed by the Board of Directors from year to year subject to the approval of the members of the Association on the conditions below.
The Board of Directors shall adopt a budget for each fiscal year and such budget shall contain estimates of the cost of performing the projects of the corporation and maintenance of the corporations' responsibilities. The annual dues shall be based upon such budget and may be adjusted or reduced or increased from year to year by the Board of Directors as the needs of the corporation, in its judgment, may require. Apart from the estimated corporation operating costs, such budget shall not exceed the previously approved level of charges and expenditures by more than 15% without the approval of a majority of the votes of the active members.
Special assessments, if any, shall be assessed only by and through a meeting specially convened for such purpose to discuss the nature of such assessment and the amount thereof. To be assessed, a majority of the voting members must approve a special assessment.
Annual dues shall be due immediately in full. Failure to pay the dues or special assessments, if any, when due shall enable the corporation, at its discretion, to pursue any and all remedies available at law or in equity, including but not limited to termination of membership.
ARTICLE TEN
(Amendments)
These By-Laws may be altered, amended, repealed or added to by an affirmative vote of not less than a majority of the Board of Directors at any regular meeting or any special meeting called for that purpose.
ARTICLE ELEVEN
(Governing Law)
These By-Laws shall be construed and interpreted under the laws of the State of Florida.
ARTICLE TWELVE
(Severability)
These By-Laws shall be severable and the invalidity of one provision shall not invalidate the remaining provisions herein.
ARTICLE THIRTEEN
(Headings)
The use of headings in these By-Laws is for convenience only and shall not serve to define the item therein contained. Likewise, the use of singular or plural, masculine or feminine shall in no way affect the validity of the Article.
ARTICLE FOURTEEN
(Bills and Notes)
All bills payable, notes, checks or other negotiable instruments of the corporation shall be made in the name of the corporation and shall be executed in accord with the provisions contained herein. No officer or agent of the corporation, either singly or jointly, shall have the power to make any bill payable, note, check, draft or warrant or other negotiable instrument, or endorse the same in the name of the corporation, or contract or cause to be contracted any debt or liability in the name or on behalf of the corporation, except as herein expressly prescribed and provided.
ARTICLE FIFTEEN
(Notice)
Whenever according to these By-Laws a notice shall be required to be given to any member or Director, it shall not be construed to mean personal notice, but such notice may be given in writing by depositing the same in a post office in Indian River County, Florida, in a postage prepaid envelope, addressed to such member or Director at his or her address as the same appears on the books of the corporation, and the time when such notice is mailed shall be deemed the time of the giving of such notice.
Any notice required to be given by these By-Laws may be waived by the person entitled thereto.
THESE BY-LAWS were approved and accepted this _____ day of November, 2012.
Indian River Photo Club, Inc.
By:_______Barbara DuPont_______
Secretary