|
BYLAWS
OF FLORIDA GLASS DRAGONS, INC.
A
Not For Profit Corporation
ARTICLE
I NAME
1.1 The name of this corporation is: Florida Glass Dragons, Inc.
ARTICLE
II PURPOSE
2.1 The objectives of the organization include
the following: to promote the art of glass bead making and glass working
techniques, educational initiatives on historical and contemporary
techniques and trends including the promotion of studio safety; to support
worthy causes; and to provide an enjoyable environment in which to share
our common passion for glass.
ARTICLE
III MEMBERSHIP
3.1 Membership in this organization shall be
open on a non-discriminatory basis to all individuals 18 years or older who
are interested in the art of glass and support the mission, goals, and
objectives of the organization.
3.2 Membership dues are due at the time of
application. The Board of Directors shall determine and set forth the
qualifications, dues, term, and other conditions for membership and shall
review these from time to time. Any
changes are to be announced to the membership prior to the December meeting
in the year of the change(s).
3.3 Membership in this organization requires
that an application form be completed.
Members may elect on the application form the amount of personal
information which may be included on the Florida Glass Dragons’
website. No Member’s information is
to be used or shared by any Florida Glass Dragons Member for the purpose of
soliciting business or conducting sales. Use of information for these
purposes is grounds for termination.
3.4 Types of membership shall be determined
by the Board of Directors.
ARTICLE
IV MEETINGS
4.1 An annual meeting of this Organization
shall be held in January of each year, time and date to be set by the Board
of Directors. The Members are to be
notified.
4.1.1 At this annual meeting, newly elected
board members will meet with the previous members of the Board of Directors
for an organizational meeting at which time all pending matters before the
board will be reviewed and all information necessary for a smooth
transition will be shared.
4.1.2 A proposed budget will be presented for
the upcoming year for approval by a majority vote of the Board of Directors
and members present at the meeting.
4.2 Board of Director’s Meetings: The Board of Directors will meet as
necessary, the time and place to be determined by the Board of Directors.
4.2.1 All Members in good standing are to be notified
of a Board of Director’s meeting at least two weeks prior to the meeting.
4.2.2 Members may attend Board Meetings and
observe but in order to participate members must be recognized by the
Chair.
4.2.3 Special meetings of the Board of Directors
may be called by the President or the Vice President acting in the capacity
of the President or by any two Directors.
4.2.4 At Board of Directors meetings, a quorum
consists of a majority of the members of the Board of Directors present at
the meeting.
4.2.5 No proxy votes may be used.
4.2.6 The Board of Directors may utilize a
contemporaneous communications system in which all participants in the
meeting can hear each other; and participation in a meeting by this system
constitutes the presence of the participant at the meeting.
4.2.7 Rules of Order. It is understood that in the transaction
of its business, the meetings of the corporation, its board of directors
and its committees may be conducted with informality. However, when
circumstances warrant, any meeting or a portion of a meeting will be
conducted according to generally
understood principles of parliamentary procedure. The procedural reference authority for
the corporation is designated as the latest edition of “Robert’s Rules of
Order”.
4.3 General Meetings
(Members)
4.3.1 Regular meetings of the members shall be
held at least nine times per year, time and place to be determined by the
Board of Directors.
4.3.2 Members shall be notified of meetings by
e-mail and on the FGD website no later than two (2) weeks prior to the
meeting.
4.4 Special Meetings of the members or
directors may be called by the President or Vice-President acting in the
capacity of the President. Notice of
the meeting will be sent by postal mail or by e-mail no later than two
weeks prior to the meeting. If an
emergency meeting is to be held, notice shall be sent by e-mail or other
means no later than 48 hours prior to the meeting.
ARTICLE
V BOARD OF DIRECTORS
5.1 The business and property of this corporation
shall be managed and controlled by a Board of Directors, also referred to herein as
the Board. The Board of Directors
shall consist of a minimum of seven (7) Directors. Each Director’s position is associated
with an executive function as follows:
President, Vice-President, Treasurer, Secretary, Education
Coordinator, Meeting Coordinator and Membership Coordinator. The Board of Directors shall consist of
those elected to the Board by the membership and those appointed to fill
any vacancies during their terms of office.
5.2 Terms of Office: Directors shall serve a term of one year
commencing at the annual meeting to be held in January in the year
following their election and will be eligible to be re-elected for one more
term.
5.3 Election: Directors shall be elected by a majority
of votes cast by Florida Glass
Dragons members in good standing and shall be elected from among
those persons nominated as candidates for Director during the election
process.
5.4 Vacancies: In case any director’s position becomes
vacant due to death, resignation, retirement, disqualification or any other
cause, the position shall be filled by appointment by a majority vote of
the Board of Directors. Each person so appointed to fill a vacancy will
remain a Director until the next scheduled election. A person filling such
vacancy will be eligible to run for that office or any other available
office subject to the regular nomination process. Time served in the vacancy will not be
applied to the term limits of that office.
5.5 Removal of Directors: Any officer or Director may be removed
for cause by a majority vote of the Board of Directors. A Director proposed
to be removed will be entitled to at least ten (10) days notice in writing
by mail and will be entitled to appear before and be heard by the
directors. The decision of the Board is final. Should any Director be absent from three
consecutive board meetings without sending communication to the President
stating the reasons for such absence or if these reasons should not be
accepted by the Directors, the Board may by resolution declare his/her seat
vacant.
ARTICLE VI DUTIES OF DIRECTORS
6.1 President
6.1.1 Have and exercise general charge and
supervision of the affairs of the
corporation.
6.1.2 Preside over all board meetings and
member business meetings;
6.1.3 Cause to be called regular and special
meetings
6.1.4 Act as liaison between the corporation
and the ISGB Regional Director
6.1.5 Perform financial activities with
corporation checking account if the Treasurer is unable to perform this
duty.
6.2 Vice President
6.2.1 At the request of the President or in
the event of the absence of the
President, the Vice President
will perform the duties and possess and
exercise the powers of the
President.
6.2.2 The Vice President
shall have such powers as determined by the Board.
6.3 Secretary
6.3.1 Oversee preparation and preservation of
records of the corporation
6.3.2 Keep the minutes of proceedings of all
Board meetings and membership business meetings and present to Board for
approval and correction..
6.3.3 Oversee distribution of corporate
information via email, the Florida Glass Dragons’ website, or postal mail
as determined by the Board
6.3.4 Keep track of votes presented when
voting takes place at a meeting or by
electronic means.
6.3.5 Maintain necessary correspondence of the
corporation
6.3.6 Coordinate with the website coordinator
6.3.7 At the end of his/her term or if the
office is vacated for any reason, he or she shall restore to the
corporation all books, papers, vouchers, property of whatever kind in the
Secretary's possession or under the Secretary's control belonging to the
corporation.
6.4 Treasurer
6.4.1 Oversee custody of corporate funds and
securities
6.4.2 Obtain and keep full and accurate
accounts of all receipts and disbursements
6.4.3 Present oral reports to members during
members meetings
6.4.4 Provide monthly written reports to Board
members
6.4.5 Maintain corporation checking account
6.4.6 Collect membership dues and maintain
list of members in good standing
6.4.7 Issue payments for authorized corporate
expenses
6.4.8 At the end of his/her term or if the
office is vacated for any reason, he or she shall restore to the
corporation all books, papers, vouchers, money and property of whatever
kind in the Treasurer’s possession or under the Treasurer’s control
belonging to the corporation.
6.5 Meeting Coordinator
6.5.1 Help plan and carry out logistics for
member’s meetings and special events
6,5,2 Oversee meeting setup consisting of name
tags, sign in sheets and greeter table
6.5.3 Oversee tear down of monthly meeting
including clean up.
6.5.4 Handle logistics for any demos.
6.5.5 Coordinate member benefits such as
discounts by vendors, group purchases, etc.
6.6 Education Coordinator
6.6.1 Research, plan, and facilitate
educational aspects for members
6.6.2 Help plan and carry out logistics for
Florida Glass Dragon sponsored special events and classes.
6.6.3 Help facilitate an appropriate and
balanced potential teacher slate for Florida Glass Dragons members as well
as special events
6.6.4 Prepare budgets for
classes and events and work with Treasurer on expenses.
6.6.5 Work with potential teachers and
speakers and prepare and secure teacher/special event agreements and/or
logistics including travel, hotels, supplies, oxygen, propane, etc.
6.7 Membership Coordinator
6.7.1 Provide membership coordination
including maintenance of member database,
email list, telephone numbers, addresses, etc.
6.7.2 Welcome new members and introduce them
to the Board via email.
6.7.3 Greet members at meetings.
6.7.4 Be in charge of distributing new membership
packets, information, etc.
6.7.5 Be the membership contact.
6.7.6 Publish a membership directory.
ARTICLE VII VOTING
7.1 Board
Meetings
7.1.1 A simple majority of the Board of
Directors present shall constitute a quorum for voting on issues before the
Board.
7.1.2 Each Board member shall be entitled to
one vote
7.1.3 Voting may be through
a contemporaneous communications system.
7.2
Member Business Meetings and Special Meetings:
7.2.1 Notice of voting issues: Notification by e-mail to all members
will take place at least two weeks prior to any voting issue of the
corporation.
7.2.2 Members in good standing will each have
one vote.
7.3 Method of Voting:
7.3.1 The method of voting at Board meetings,
member meetings or special meetings shall be as determined by the Board of
Directors.
7.3.2 Methods of voting may be by voice, roll
call, general
consent, or ballot.
7.3.3 Each Member in good standing present
shall be entitled to one vote.
7.3.4 A vote will be decided by a simple
majority of members present.
7.3.5 The secretary will announce and record
in the minutes the results of the vote.
ARTICLE VIII ELECTION OF DIRECTORS
8.1 In August of each year, the president will
request volunteers from the membership to form a nominating committee.
8.2 Three to five members will be appointed
to the committee by the president, who will also choose the chair.
8.3 No member interested in running for an
office shall serve on the nominating committee.
8.4 In September the committee will present
the slate to the board of directors.
8.5 The Board of Directors will submit the
slate to the membership by October.
8.6 Elections will be held in November.
8.7 Membership may vote for the slate or
offer additional names for consideration.
8.8 Elections will be finalized and the
names of the new Directors/Officers announced at the December meeting. The new Board of Directors will assume
duties at the Annual Meeting in January of the year following the election.
8.9 Any member of the board of directors for
whom an election is required is chosen from a group of nominees, with those
nominees who obtain the greatest plurality of votes being elected.
8.10 Election of all positions is by
plurality.
8.11 Nominations may be made by any
member. Nominees must be 18 years of
age or older, the nominee must have affirmatively consented to the
nomination, or have elected one nomination if proposed for more than one
office, and must be a member in good standing.
8.12 The election is to be conducted by
ballots provided by mail or by e-mail.
There shall not appear any place on such ballot that might tend to
indicate the person who cast such ballot. The ballots are to be counted by
a neutral party, a non-member of the Florida Glass Dragons.
ARTICLE IX CONTRACTS, CHECKS, DEPOSITS, FUNDS
9.1 Contracts. Only members of the Executive Committee
of the Florida Glass Dragons may enter into a contract or execute and
deliver any instrument in the name of the group. Approval by the Board is required.
9.2 Checks.
The President and the Treasurer shall be empowered to sign checks on
the Organization account.
9.3 All expenditures, including petty cash,
must have receipts to document expenditures.
9.4 The President and Treasurer will be
issued debit cards to be used for expenses related to activities of the
Organization.
9.5 No Board member will be compensated,
either monetarily or with special privileges.
ARTICLE X
The fiscal year of the Florida
Glass Dragons shall be from January 1 to December 31.
ARTICLE XI RECORDS AND BOOKS
11.1 Complete books and records shall be kept
of the proceedings of the Organization.
11.2 Fiscal records will be kept by the
Treasurer.
11.3 All other records will be kept by the
secretary.
XII AMENDMENTS
12.1 Amendments to the Articles of
Incorporation of the Corporation shall not be adopted unless each
proposal is submitted to Board of Directors for a vote as to whether the
proposal should be adopted.
12.1.1 Proposals may be initiated by a vote of
the Board or by any two directors of the corporation.
12.1.2 A proposal must be presented for
consideration at a meeting of the membership, be open to any amendments or
other action as the board of directors approves.
12.1.3 No proposal to change the articles of
incorporation is adopted unless two-thirds of the directors affirmatively
vote with a quorum present at a meeting or with a quorum of ballots when
voted upon by mail to approve the proposal.
No change is effective until filed with the Florida Secretary of
State as required.
12.2 Amendments to the Bylaws
12.2.1 These bylaws may be altered, amended,
repealed or added to by a majority vote of the Members of the organization.
12.2.2 Vote must be held at a regularly
scheduled meeting where notice has been given to all Members.
12.2.3 Voting may be in person or by electronic
means such as email or electronic communication. A vote by email must be
received by the Secretary by 6 p.m. the day before the meeting.
:
|
