Bylaws for the Parrot Head Club of Tidewater, Inc.

Article 1 - Name and Purpose
Article 2 - Membership
Article 3 - Dues
Article 4 - Board of Directors
Article 5 - Officers
Article 6 - Non-Board Member Positions
Article 7 - Fiscal Policy
Article 8 - Option and Amendments to By-Laws
Article 9 - Miscellaneous
Article 10 - Dissolution
Article 11 - Adoption and Revisions
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BYLAWS FOR

THE PARROT HEAD CLUB OF TIDEWATER, INC.

 

 

ARTICLE I

NAME AND PURPOSE

 

A.        NAME.  The name of this corporation (the “Corporation”) shall be the PARROT HEAD CLUB OF TIDEWATER, Inc. (PHCoT, Inc.).

 

B.        PURPOSE.  The purpose of the Corporation is:

 

1.  To promote the PARROT HEAD CLUB OF TIDEWATER, INC. as a humanitarian group, sharing information and social activities for the mutual benefit of its members.

 

2.  To be a not-for-profit social organization whose purpose is to assist in community and environmental concerns and provide a variety of social activities for people who are interested in the music of Jimmy Buffett and the tropical lifestyle he personifies.

 

ARTICLE II

MEMBERSHIP

 

A.  CLUB MEMBERSHIP.

 

1.  Membership Eligibility Requirements: 

 

a. An interest in the music of Jimmy Buffett and the ideologies of said music.

 

b. A desire to participate in a variety of social activities, as well as a desire to participate in various community and environmental projects with fellow club members.

 

2.     Membership in the PARROT HEAD CLUB OF TIDEWATER, Inc. shall be open to anyone regardless of race, color, religious belief, gender, sexual preference or disability who meets the membership eligibility requirements.

 

3.     Membership shall be granted to any individual who meets the membership eligibility requirements outlined in Article II, Section A, Paragraph 1, and who submits a written Membership Form accompanied by the required annual dues.

 

B.  MEMBER RIGHTS AND RESPONSIBILITIES.

 

1.     A member in good standing is a member whose annual dues are paid.

 

2.     Each member in good standing is allowed one vote in club matters.

 

3      Members in good standing shall have the right to access any and all information provided to the club either by the Board of Directors of the Parrot Head Club of Tidewater, Inc. or the Board of Directors of Parrot Heads in Paradise, Inc. 

 

4.     Any member owing monies to the club shall forfeit the right to vote, hold office or chair/co-chair a committee until all monies are paid.

 

5.     Members in good standing have the right to elect club representatives to Parrot Heads in Paradise, Inc. 

 

6.     PHCoT, Inc. will not publish a member’s personal information without their written permission.

 

C.         TERMINATION OR RESIGNATION OF MEMBERSHIP

 

1.  The Board of Directors by an affirmative majority vote may suspend or terminate any member who violates any provision of the bylaws, rules, and/or agreements, properly adopted by the club, including, but not limited to, all state and local laws.

 

2.  Any member may resign their membership by filing a written resignation, but such resignation shall not relieve the resigning member of any monies owed the Parrot Head Club of Tidewater, Inc. nor shall any member be entitled to a refund of dues upon resignation.

 

3.  Failure to pay club dues by the regular club membership meeting one month after the beginning of the membership year shall result in termination of membership.

 

 

ARTICLE III

DUES

 

A.  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. 

 

1.  All dues are due the first day of the membership year and are in arrears if not paid by following month’s club meeting.  The membership year is defined as commencing on October 1st of each year, and expiring on the following September 30th.

 

B.  NEW MEMBERS.  Payment of dues is due at the time of request for membership and are pro-rated by month joined until the end of the membership year.

 

C.  CONTINUING MEMBERS.

 

1.  DEFAULT.  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

 

A.  The Board of Directors shall consist of seven (7) members.  Each member shall have one vote on all matters before the board. 

 

B.  ELECTION:  The Board of Directors shall be elected by vote of the general membership, except as provided by for in Paragraph G of this article for the filling of Board vacancies.

 

C.  GENERAL POWERS.  The elected and/or appointed officers and the Board of Directors shall manage the business of the Parrot Head Club of Tidewater, Inc.  All matters conducted by the Board of Directors shall be regulated by these Bylaws, and Title 13-1, Chapter 10 of the Code of Virginia, the Virginia Nonstock Corporation Act.  A meeting of the Board of Directors shall not be convened without a simple majority of the voting members present.

 

D.  ADVISORS.  The Immediate Past Club President provides advice and counsel as requested by the Club President.  Any person may be invited to serve in a non-voting advisory capacity by a majority vote of the Board of Directors.  Persons serving in a non-voting advisory capacity serve at the pleasure of the Board of Directors, and their non-voting advisory capacity may be terminated at will, with or without cause, by a majority vote of the Board of Directors.

 

E.  TERMS OF OFFICE.  Board members shall serve a term of two (2) years.  Half of the Board seats shall come up for election each year.

 

F.  RENEWAL OF TERM.  Board members 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 and/or an officer have been fulfilled.

 

G.  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/her.  The vacancy may be filled by the majority vote of the Board of Directors until such time that the election process can be executed. 

 

H.  APPLICATION FOR BOARD MEMBERSHIP.  Any member in good standing who has been a club member for a minimum of one year shall have the opportunity to submit to the Board of Directors an application for Board Membership.  Applicants must submit all qualifications, skills, and/or experiences for consideration.

 

I.  REMOVAL.  Authority for removal of a member of the Board of Directors resides with the membership.  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, at any annual, regular, or special meeting of the members by the affirmative vote of a majority of the members of the Corporation.  Any such meeting shall be called for the specific purpose of considering the removal of one or more directors.  Regular written notice shall be provided in accordance with these bylaws to the members prior to any meeting in which the removal of a director will be considered, which notice shall specify the fact that the removal of a director will be considered and the identity of the director or directors as to whom removal is to be considered, and the alleged cause for which removal is being considered.

 

1.  A motion for removal shall be brought before the Board of Directors by written motion submitted to the President of the Parrot Head Club of Tidewater, Inc. Such motion shall be signed by twenty (20) percent of the membership of the Corporation, or two-thirds of the members of the Board of Directors, and identify the alleged removal cause, as well as all facts and circumstances pertained to such.  If the President is being considered for removal, such written motion shall be given to the Vice President, who shall act in the capacity of President for this action only.

 

2.  Upon receipt of the motion for removal the President, or the Vice President in the case the President is the subject of the removal action, shall notify in writing the director or directors who are the subject of the removal action that they are subject to such action.  A complete copy of the removal motion will be provided as part of the written notification, as well as a request that a written response to the alleged cause for removal be provided within 15 calendar days.

 

3.  Any director or directors subject to a removal motion shall have the right to request clarification of the cause for removal alleged against them in order to adequately prepare their response to the motion.  Request for clarification shall be filed in writing within seven (7) calendar days with the President or Vice President, who is then required to respond in writing within seven (7) calendar days of the date of receipt of the request for clarification.  This correspondence shall continue until all requests for clarification received have been provided a written response.  The President, or the Vice President if the removal motion is against the President, has the final authority to determine if a request for clarification has been properly and adequately addressed.

 

4. Upon receipt of the written response from the director, or directors, subject to the removal motion, the President, or Vice President if the President is being considered for removal, shall call a meeting of the membership to consider and vote on the motion for removal in accordance with Paragraph I above.

 

J.  COMPENSATION.  A Director shall not be entitled to any compensation for his or her services as a director.    The foregoing shall not prevent the Board of Directors from providing reasonable compensation to a director for services which are beyond the scope of his or her duties as a director, or from reimbursing any director for expenses actually and necessarily incurred in the performance of his or her duties as a director, or from entering into a contract, directly or indirectly, with a director for the providing of goods or services to the Corporation if such contract is in the best interest of the Corporation and on fair and reasonable terms, as determined by a vote of directors not having a material financial interest in the matter.

 

 

ARTICLE V

OFFICERS

 

A. OFFICERS.  The officers of this Corporation shall consist of a President, a Vice-President, a Secretary, and a Treasurer and such other officers with such duties as may be authorized and determined by the Board of Directors.  The President, Vice President, Secretary and Treasurer shall be elected by the directors of the Corporation.  The elected officers shall be individual members in good standing of the Corporation.

 

B.  ELECTION AND TERMS OF OFFICE.  The officers of the Corporation shall be elected by the Board of Directors at the first Board meeting following the annual election of new Board members.  The term of office to be held by said officers thus selected shall be for one (1) year or until their successors are duly elected and qualified.

 

C.  DUTIES OF OFFICERS.

 

1.  PRESIDENT. 

 

*                   The President of Parrot Head Club of Tidewater, Inc. is the chief executive officer and is responsible for fulfilling the mission of this club. 

 

*                   The President shall assure the resolutions and directives of the Board of Directors are carried out.  

 

*                   The President shall preside at all meetings of this Club, preserve order, may call special meetings, and has general supervision of the operation of this Club. 

 

*                The President has authority and shall serve as final authorization figure to represent the Parrot Head Club of Tidewater, Inc. in any manner or function. 

 

*                   The President shall be an ex officio member of all Committees of this Club except the Club Recruiting Committee. 

 

*                   As required by PHIP, Inc. Bylaws, the President shall serve as one of this Club’s representatives at the PHiP, Inc. and shall prepare the semi-annual report for PHiP,Inc. 

 

*                   The President shall transmit to this Club all ideas and plans proposed by the regional or national PHiP, Inc. directors which may affect this club or its individual members.

 

2.  VICE PRESIDENT. 

 

*                   The Vice President is the second ranking Club Officer . 

 

*                   The Vice President shall assist the President in preparing the PHiP semi-annual reports.

 

*                   Preside at club meetings in the absence of the President,

 

*                   And shall also assume the duties of the President in the absence or inability of the President to serve.

3.  SECRETARY. 

 

*              The Secretary is the third ranking Club Officer and is responsible for Club records and correspondence. 

 

*              The Secretary shall preside at membership or Board meetings in the absence of the President and Vice President. 

 

*              The Secretary shall have custody of the PHCoT Inc.’s Charter, Bylaws, Articles of Incorporation, and all other records and documents of this corporation. 

 

*              The Secretary shall keep an accurate record of the meetings and activities of this Club and of the Club Board. 

 

*              The Secretary shall maintain the membership tally of Parrot Points earned and shall have a copy available at membership meetings.

 

4.  TREASURER. 

 

*              The Treasurer is the fourth ranking Club Officer and is responsible for Club financial policies, procedures, and controls.

 

*              The Treasurer receives and disburses all PHCOT, Inc. funds.

 

*              The Treasurer shall preside at membership or Board meetings in the absence of the President, Vice President, and Secretary.

 

*              The Treasurer shall remit annual club dues to PHiP, Inc and all financial obligations of this club as they come due.

 

*              The Treasurer shall keep an accurate account of all financial transactions.

 

*              The Treasurer shall make financial reports to the Board monthly or upon request and shall have a copy of the reports available at club meetings.

 

*              The Treasurer shall transmit the accounts and all undistributed funds to the successor in office at the end of the term.

 

*              The Treasurer shall provide the bank with a new signature card at beginning of each term and shall prepare an annual budget for the Club.

 

*              The Treasurer shall submit the club accounts and financial records for audit near the end of the fiscal year or whenever the office of Treasurer changes and shall prepare successor for office.

 

*              The Treasurer is responsible for ensuring all required tax returns of the organization are prepared and submitted in a timely manner in compliance with federal, state, and local laws.

 

*              The Treasurer will cause to be maintained adequate books and records for the organization according to generally accepted accounting practices.

 

*              The Treasurer shall cause to be maintained adequate records to monitor and ensure compliance with the 35% and 15% gross receipt from non-membership sources limitations to maintain Internal Revenue Code 501(c)7 status.

 

*              The Treasurer shall include in the monthly Treasurer’s Report presented to the Board of Directors a report listing the Gross Receipts to Date, and the percentage of those gross receipts which fall into the 15% and 35% categories.

*              The Treasurer shall also evaluate the financial impact of all planned activities and functions of the Corporation and advise the Board of Directors if any of them will, or have the potential to, cause the Corporation to exceed the 15% and/or 35% 501(c)7 gross receipts from non-member sources limitations.

 

D. REMOVAL.  Any officer may be removed, either for or without cause, by the affirmative vote of two-thirds of the directors at any special meeting of the Board of Directors called for that purpose or at any regular meeting of the Board of Directors. 

 

E.  VACANCIES.  In the event of the death, resignation, removal or other inability to serve of any officer, the Board of Directors shall elect a successor who shall serve until the expiration of the normal term of such officer or until his successor shall be elected.

 

F.  DELEGATION OF DUTIES OF OFFICERS TO PRESIDENT.  The Board of Directors may delegate to the President by appropriate resolution, rule or regulation, such part or portions of the duties and obligations enumerated above as the Board of Directors acting in its sole judgment and discretion may direct.

 

G.  BONDING OF OFFICERS and/or EMPLOYEES.  The Board of Directors may require any of the officers of the Corporation, or any of the employees of the Corporation, to furnish a bond or bonds to the Corporation with such surety or sureties and in such amount or amounts as shall be sufficient in the judgment of the Board of Directors to secure the Corporation against loss or damage by reason of any act, neglect, or omission on the part of such officers or employees.  These bonding provisions are intended to apply specifically, as the Board of Directors may determine, to such officers and/or employees of the Corporation occupying positions of trust and confidence.  The cost of such bond or surety may be borne by the Corporation in the discretion of the Board.

 

H.  EMPLOYEES and ADVISORS.  Other administrative officers, staff and advisors may be employed by the Board of Directors at such rate of compensation as they deem fair and proper.

 

I.  COMPENSATION of OFFICERS.  An officer shall not be entitled to any compensation for his or her services as an officer.  The foregoing shall not prevent the Board of Directors from providing reasonable compensation to an officer for services which are beyond the scope of his or her duties as an officer, or from reimbursing any officer for expenses actually and necessarily incurred in the performance of his or her duties as a officer, or from entering into a contract, directly or indirectly, with an officer for the providing of goods or services to the Corporation if such contract is in the best interest of the Corporation and on fair and reasonable terms, as determined by a vote of directors not having a material financial interest in the matter.

 

 

ARTICLE VI

NON BOARD MEMBER POSITIONS

 

A.  NON BOARD MEMBER POSITIONS.  All non-board member positions shall be selected, approved, and appointed by majority vote of the Board of Directors and shall be, but not limited to News Letter Editor, Hospitality, Sign-In Table, Membership, Historian/Memory Book, Web Master, SPCA, Food Bank, and SunShine.

 

B.  RECRUITING COMMITTEE.  The recruiting committee is responsible for recruiting members to serve as Board or committee chairmen and shall consist of the 3 members.  Any member may serve on this committee providing they are not currently holding or running for office.  Members of this committee shall not serve two consecutive years.

 

C.  AUDITING COMMITTEE.  The auditing committee shall examine the accounts of the treasurer for accuracy and completeness at the end of each fiscal year or when the treasurer changes and report the results of the audit to the Board of Directors.  The auditing committee shall consist of at least two members.

 

ARTICLE VII

FISCAL POLICY

 

A.  FISCAL YEAR.  The fiscal year of the Corporation shall be January 1 through December 31.  The fiscal year may be changed by a majority vote of the Board of Directors.

 

B.  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.  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.

 

C.  DISBURSEMENTS.  All checks written from the Corporation shall have two (2) authorizing signatures.  Authorized signatures shall be the President, Vice President, Secretary, and Treasurer of the Parrot Head Club of Tidewater, Inc.

 

D.  DEPOSITS.  The Treasurer shall deposit receipts of this organization as soon as possible, not to exceed ten (10) 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.

 

E.  The Corporation shall conduct its activities and programs so as to ensure that gross receipts from nonmembership sources do not exceed the 35% and 15% limitations listed in the Internal Revenue Code to maintain Internal Revenue Code Section 501(c)7 status.

 

 

ARTICLE VIII

OPTION AND AMENDMENTS TO BY-LAWS

 

A.  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 60 days.  A committee consisting of Board members and general members shall supervise such voting, as well as supervise elections.  Each member shall be notified via the newsletter published prior to the meeting at which the voting or elections occur.

 

B.  ADOPTION. 

 

1.  QUORUM.  A quorum must be present at any club meeting at which voting occurs.  A quorum is defined as one-third plus one of the membership in good standing.  A quorum will be established by the tellers comparing the sign-in sheet from the voting meeting against the current membership roster.

 

2.  ADOPTION.  Adoption of amendments to these bylaws shall require an affirmative vote at a duly called and noticed meeting of this club by two thirds of the members voting either in person or absentee at the time of ballot. 

 

3.  TELLERS.  Voting shall be supervised by at least two members appointed by the Board consisting of at least one (1) Board member and at least one (1) regular member.  Tellers will note the names of the members voting and collect the ballots from the ballot box when the voting is closed.

 

4.  VOTES.  Each member is entitled to one vote.

 

5.  VOTING IN PERSON.  Members voting in person shall present themselves to the tellers and be provided a ballot and a plain envelope in which to place and seal their marked ballot.  Voting members will again present themselves to the tellers, place their sealed ballot in the ballot box, and have their name noted by a teller as having voted.

 

6.  ABSENTEE BALLOTS.  Absentee ballots may be submitted by postal mail to be received in the club mailbox on or before the day of the notified meeting.  Absentee ballots shall be placed in a plain envelope, sealed and mailed inside another envelope with the voting member’s name on the outer envelope.  Tellers will note the absentee member’s name as voting, remove the sealed envelope from the outer envelope, and place the sealed envelope in the ballot box.

 

7.  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.

 

 

ARTICLE IX

MISCELLANEOUS

 

A.  GENDER.  Any usage of specific gender terminology shall be deemed to include references to both genders, and any title involving gender shall be permitted to be used in an alternative form for another gender.

 

B.  PROHIBITED TRANSACTIONS.

 

1.  No part of the net earnings of the corporation shall inure to the benefit of or be distributable to the members, Directors, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in its Articles of Incorporation.

 

2.  No substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation; nor shall the Corporation in any manner or to any extent participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office.

 

3.  The Corporation shall, in the development and administration of all its programs and policies, endeavor to avoid preferential treatment of any member, company, officer, or director.

 

4.  The Corporation shall not conduct any gaming activities (raffles, 50/50, bingo, etc) unless specifically authorized by the laws of the Commonwealth of Virginia.

 

C.    NONDISCRIMINATORY POLICY.  The Corporation shall not discriminate on the basis of race, color, religious belief, gender, sexual orientation national and ethnic origin, or disability in the administration of any of its programs or activities.

 

 

ARTICLE X

DISSOLUTION

 

Upon the dissolution of this corporation any assets available for distribution, after provision for all obligations of the corporation, shall be distributed for one or more exempt purposes within the meaning of  Section 501(c)3 of the Internal Revenue Code, or corresponding section of any future Federal tax code, or shall  be distributed to the Federal government, or to a state or local government, or a public purpose.  No member, director, or officer of the corporation, or any private individual, shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation.

 

 

ARTICLE XI

ADOPTION and REVISIONS

 

 

Bylaws Adopted: July 6, 2006

 

Bylaws Revised:  (Note:  Include date and article revised.)