Article 1 - Name and Purpose
Article 2 - Membership
Article 3 - Dues
Article 4 - Board of Directors
Article 5 - Non-Board Member Positions
Article 6 - Fiscal Policy
Article 7 - Adoption and Amendements to Bylaws
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ARTICLE I - NAME AND PURPOSE
1.1 NAME. The name of this corporation (the "Corporation") shall be the PARROT HEAD CLUB OF TIDEWATER, INC. (PHCoT, Inc.)
1.2 PURPOSE. The purpose of the Corporation is as follows:
1.2.1. To promote the PARROT HEAD CLUB of TIDEWATER, INC., as a humanitarian group, that shares information and activities for mutual benefit.
1.2.2. To be a not-for-profit organization whose purposes are to assist in community and environmental concerns.
1.2.3. To provide a variety of activities for people of similar interests.
ARTICLE II - MEMBERSHIP
2.1 CLUB MEMBERSHIP. Membership to the Parrot Head Club of Tidewater, Inc., shall be open to anyone regardless of race, creed, religious belief, or disability. Membership shall be open to anyone meeting the membership requirements as follows:
2.1.1. Submission of a written registration form and payment of annual dues.
2.1.2. Should have an interest in the music of Jimmy Buffett and the ideologies of said music.
2.2 MEMBER RIGHTS AND RESPONSIBILITIES. Members in good standing shall have the right to access any and all information provided to the club by either the Board of Directors of the Parrot Head of Tidewater, Inc., or the Board of Directors of the Parrot Heads in Paradise, Inc. No club member is authorized to contact HK Management, or Howard Rose Agency, or Margaritaville, Inc., regarding Jimmy Buffett concert tickets or any other matter pertaining to membership of the Parrot Head Club of Tidewater, Inc. Members in good standing have the right to elect club representatives to Parrot Heads in Paradise, Inc., in accordance with the by-laws set forth by the Parrot Heads in Paradise, Inc. Each member in good standing is allowed one full vote.
2.3 TERMINATION OR RESIGNATION OF MEMBERSHIP.
2.3.1 Resignation or termination of membership shall be as follows:
2.3.1.1. The Board of Directors by affirmative vote of a majority of the same may suspend or terminate any member who violates any provision of the by-laws, rules, and/or agreements, properly adopted by the club, including, but not limited to, all state and local laws.
2.3.1.2. Any member may resign their membership by filing a written resignation, but such resignation shall not relieve the member so resigning of any dues owed to the Parrot Head Club of Tidewater, Inc., nor shall any member be entitled to a refund of dues upon resignation.
2.3.1.3. Failure to pay club dues after one month in arrears shall result in termination of membership.
2.3.2 The former member waives the rights to logos, names, and member lists of the Parrot Head Club of Tidewater, Inc., and to Parrot Heads in Paradise, Inc. Concert ticket privileges as provided by HK Management and the Howard Rose Agency to Parrot Heads in Paradise, Inc. for distribution to affiliated clubs in good standing are also waived.
ARTICLE III - DUES
3.1 DUES. The Board of Directors of the Parrot Head Club of Tidewater, Inc. shall determine the amount of annual dues payable to the club by its members. Payment of dues is due at time of request for membership. Members are responsible for renewal. When a member is in default of dues, said member shall be ineligible to vote, receive any club publications, or be considered part of the Parrot Head Club of Tidewater, Inc. until all dues are paid in full.
ARTICLE IV - BOARD OF DIRECTORS
4.1 GENERAL POWERS. The elected and/or appointed officers and the Board of Directors shall manage the affairs of the Parrot Head Club of Tidewater, Inc. The Board of Directors shall consist of eight members. Each member shall have a full vote on all matters before the board. All matters conducted by the Board of Directors shall be regulated by these by-laws. A meeting of the Board of Directors shall not be convened without a simple majority of the voting members present.
4.2 ADVISORS. Any person may be invited to serve in a non-voting advisory capacity by a majority vote of Board of Directors.
4.3 TERMS OF OFFICE. Each board member elected shall serve a term of two (2) years. One-half of all board seats, four (4) in all, shall come up for election each year; this shall be at the end of the two (2) year term for those four (4) board members. Those other board members whose terms are not ending at the time of the election, having served only one (1) year, shall come up for election the following year. The offices of President, Vice President, Treasurer, and Secretary shall be appointed by the Board of Directors at the first meeting of the Board of Directors, following the election of new Board members.
4.4 RENEWAL OF TERM. Each current board member shall have the option of running for re-election to a consecutive two-year term provided all duties associated with his/her performance as a board member, or as a board member and an officer, have been fulfilled. No board member, upon non-election or resignation, shall be eligible to run again until a period of one (1) full year or more has passed between the time of his/her last service and the next board election.
*** Amendment to remove "or board service of four (4) consecutive years" from Section 4.4 was carried by a majority vote of PHCOT members on March 2, 2004. ***
4.5 VACANCIES. If any member of the Board of Directors cannot fulfill their term of office, the Board of Directors at the earliest convenience of the Board shall replace him. The vacancy may be filled by the majority vote of the Board of Directors until such time that the election process can be executed.
4.6 APPLICATION FOR BOARD MEMBERSHIP. Any member in good standing shall have the opportunity to submit to the Board of Directors an application for consideration of office. Applicants must submit all qualifications, skills, and/or experiences for consideration.
4.7 REMOVAL. Any board member may be removed from office for just cause, including, but not limited to malfeasance, nonfeasance, gross negligence in office, or for actions detrimental to this organization as a whole. A motion for removal shall be brought before the board by written submission to the President of the Parrot Head Club of Tidewater, Inc. who shall disperse such motion to the rest of the board for consideration. If the President is being considered for removal, such written motion shall be given to the Vice President. The motion will be voted upon within seven (7) working days of receipt, unless written dispute or any board member requests clarification. Such request shall be filed within seven (7) working days with the President or Vice-President, who is then required to respond in the same period. This correspondence shall continue until the matter is resolved and voted upon, requiring a two-thirds majority of the balance of the Board of Directors.
4.8 PRESIDENT. The President of Parrot Head Club of Tidewater, Inc. shall assure the resolutions and directives of the Board of Directors are carried out. He/she has authority and shall serve as final authorization figure to represent the Parrot Head Club of Tidewater, Inc. in any manner or function.
ARTICLE V
5. NON BOARD MEMBER POSITIONS. All non-board member positions shall be selected, approved and appointed by majority vote of the Board of Directors.
ARTICLE VI - FISCAL POLICY
6.1 CONTRACTS. The Board of Directors may authorize any officer, agent, or committee member to enter into any contract or execute and deliver any instrument in the name of, or on behalf of, this organization. Any such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no officer, agent, or member of the club, or any person associated with the club for any reason, shall have any power or authority to bind the Corporation by any contract, promise, or engagement, or to pledge the credit of the Corporation or to render the Corporation liable for any purpose.
6.2 DISBURSEMENTS. All checks written from the Corporation shall two (2) authorizing signatures.
6.3 DEPOSITS. Receipts of this organization shall be deposited as soon as possible, not to exceed five (5) business days, to the credit of the Corporation on such banks, savings and loans, trust companies, or other depositories as selected by the Board of Directors.
ARTICLE VII - ADOPTION AND AMENDMENTS TO BY-LAWS
7.1 SUBMISSION. The power to alter, amend, repeal or adopt new by-laws shall rest with the general membership. Such suggestions and requests for alteration, amendment, or repeal, shall be submitted to the Board of Directors for proper wording, followed by presentation to the Corporation membership within 30days. A committee consisting of Board members and general members shall supervise such voting, as well as supervise elections. In the case of elections or voting, each member shall be notified by mail.
7.2 ADOPTION. Adoption of amendments to these bylaws shall require an affirmative vote at a duly called and noticed meeting of this club, at which a quorum is present, by two thirds of the members voting either in person or absentee at the time of the ballot. For voting purposes, a QUORUM is defined as one-third of the membership in good standing plus one.
7.2.1 TELLERS. Voting shall be supervised by two members appointed by the board consisting of one (1) board member and (1) regular member. Tellers will note the names of the members voting and collect the ballots.
7.2.2 VOTES. Each member is entitled to one vote.
7.2.3 ABSENTEE BALLOTS. Absentee ballots may be submitted by postal mail to be received in the club mailbox on or before the day of the noticed meeting. Absentee ballots shall be placed in a plain envelope, sealed and mailed inside another envelope with the voting members name on the outer envelope. Tellers will note the absentee members name as voting, remove the sealed envelope from the outer envelope, and place the sealed envelope in the ballot box.
7.2.4 TALLY. After the polls are closed, the tellers will retire to a private location and count the ballots. The tally will be reported to the person chairing the meeting and verbally announced to the club at the voting meeting and printed in the next edition of the club newsletter. The ballots will be placed in a sealed envelope, the seal signed, and retained by the Board Member Teller to be destroyed if there is no challenge in thirty (30) days of the vote.
*** Amendment completely replacing section 7.2 with sections 7.2, 7.2.1, 7.2.2, 7.2.3 and 7.2.4 was carried by a majority vote of PHCOT members on May 4, 2004. ***