By-Laws | Jacksonville Offshore Sport Fishing Club

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By-Laws

Jacksonville Offshore Sport Fishing Club, Inc.

Article I - Membership

Section 1.

     The membership of this corporation shall consist of INDIVIDUAL MEMBERS, FAMILY MEMBERS, JUNIOR MEMBERS, PAID JUNIOR MEMBERS, PAID LIFETIME MEMBERS, EARNED LIFETIME MEMBERS, BESTOWED LIFETIME MEMBERS, And HONORARY LIFETIME MEMBERS AND ASSOCIATE MEMBERS.
Section 2.
     Application for membership in this corporation shall be considered privilege and not right. Applicants for membership must submit their request for membership in writing on a form approved by the board of directors, and may be sponsored by a member in good standing. Applications must be accompanied by sufficient funds to cover the annual dues and application fee.
Section 3.
     All applications for membership shall be submitted to the membership committee for approval or disapproval. The membership committee must take action on each application within thirty days from the date said application is received by said committee. If on action is taken by the membership committee within sixty days the board of directors shall take over the function of the membership committee for that particular applicant. Approval or disapproval shall be a majority vote of the board of directors.
Section 4.
     A. After approval of the application by the membership committee or the board of directors the applicant must be presented at a regular meeting, or be present at any special meeting, for a final vote by the membership present at said meeting. The applicant must be approved by a two-thirds majority of the voting members present at either of these meeting.
     B. Upon approval of the application by the membership the person's membership shall become effective as of the date the application, dues and application fee are received by any member of the board of directors, any member of the membership committee or any person authorized by the board of directors.
Section 5.
If such application is disapproved by the membership committee, only the sponsoring member shall have the right to appeal, which must be in writing or in person to the board of directors within thirty days after disapproval. A majority vote of the board of directors is necessary to override the disapproval of the membership committee. If the board of directors approves the application the application shall then be presented to the members of the corporation for a final vote in accordance with Section 4 of this article.
Section 6.
     If such application is disapproved all funds accompanying the application shall be promptly refunded to the applicant, except when an appeal is taken. In the event an appeal is taken the money shall remain in the corporation treasury. If the board of directors upholds the membership committee's disapproval the funds shall then be promptly refunded to the applicant.
Section 7.
      No membership nor any rights and privileges of membership may be transferred in any manner.
Section 8.
     Type of memberships:
A. Individual – Anyone 16 years of age or older is eligible for this membership. This membership has full voting rights.
B. Family – Any husband and/or wife and/or junior member(s) of the same family unit. The husband and wife shall have full voting rights.
C. Junior – Children or grandchildren of family members in good standing are eligible for junior membership. A junior member shall be below the age of 18 years old. Junior members participate in corporate activities and may receive awards. Junior members shall not receive a membership card nor be eligible to vote nor hold any office.
D. Paid Junior – Any person under the age of 16 years who would like to be a member and whose parents do not hold a family membership is eligible to be a paid junior member. Paid junior members will receive a membership card but will not be eligible to vote or hold any office.
E. Paid Lifetime – Anyone is eligible for this membership. This membership shall have full voting rights.
F. Earned Lifetime – Shall be awarded on an individual basis in appreciation for services rendered to the corporation. The husband or wife of an earned lifetime member shall be a family member. This membership shall have full voting rights. In order to be eligible for this membership the person must:
1. Have served at least five years as an officer or director.
2. Be nominated by a majority vote of the board of directors.
3. Be approved by a majority vote of the quorum of the membership.
G. Bestowed Lifetime – Shall be awarded in appreciation for services rendered to the Corporation. The husband or wife of a bestowed lifetime member shall also be a bestowed lifetime member. This membership shall have full voting rights. In order to be eligible for this membership the person must:
1. Be approved by a unanimous vote of the board of directors, or
2. May be submitted by a majority vote of the board of directors to the membership for approval. A two-thirds majority vote of the quorum of the membership is necessary to approve this membership.
H. Honorary and Honorary Lifetime – Shall be those who have contributed to the promotion and improvement of our sport. Any member in good standing may recommend them to the membership committee. The membership committee by a majority vote shall either approve or disapprove the recommendation and submit its recommendation to the board of directors. The board of directors by a majority vote shall either approve or disapprove the recommendation of the membership committee.
1. Honorary members – Shall be for a period of one year. Honorary membership entitles the member to a membership card but will not entitle the member to hold office or vote. The husband or wife of an honorary member shall also be an honorary member. Renewal of this membership shall be by a majority vote of the board of directors.
2. Honorary lifetime member – Entitles the member to a membership card designating lifetime status in the corporation but will not entitle the member to hold office or vote. The husband or wife of an honorary lifetime member shall also be an honorary lifetime member.
I. Associate – Shall be limited to an individual or corporation who wish to give the Jacksonville Offshore Sport Fishing Club, Inc. a donation of $200.00 or more for each year, to be used at the discretion of the corporation. Said membership shall carry no right to hold office, vote or have any voice in the affairs of the corporation. An Associate member shall receive in appreciation a certificate designating their membership in the corporation.

Article II – Dues and Fees

Section 1.
     Application Fee – An application fee of $25.00 for new members shall be paid at the time the application for membership is submitted. After two years of non-renewal of membership any former member applying for membership renewal shall be required to submit this fee. Paid junior members are not required to submit this fee. Paid junior members and junior members who are making application, as individual, family or paid lifetime membership is not required to submit this fee.
Section 2.
     Dues shall be for a calendar year due and payable on or before January 1st of each year. Any member that has not renewed by said date shall be suspended along with all rights pertaining to such membership until the date within that calendar year for which dues are again paid. Notice of payment of dues will be mailed to members by December 15th of each year.

Section 3.
     Reinstatement of a membership lapsed for non-payment except in the case of a paid junior membership shall be subject to a late fee on and after February 1st of $1.00 per month. The maximum late fee shall be $5.00 on and after June 1st.
Section 4.
     Annual due paid during October, November or December in a calendar year shall also be considered payment of dues for the succeeding calendar year.
Section 5.
     Annual dues paid during July, August or September shall be prorated. Such prorating shall reduce the annual dues fee for the current calendar year by $5.00 for payment in July; by $10.00 for payment in August; and by $15.00 for payment in September. Such prorating shall not apply to paid junior membership.

Article III – Meetings

Section 1.
     Meetings shall be held on the 1st and 3rd Thursday of each month in the calendar year. The board of directors may call a special business meeting of this corporation at any time by mailing notification thereof containing the date, time and place of said business meeting seven (7) day in advance of the meeting to all voting members. Such notice shall also be sent for any regular meeting at which there will be a vote to change any portion of the Articles of Incorporation, Bylaws, Election of Officers or any major changes in the corporate policy.
Section 2.
     A Quorum of the corporation shall consist of the lesser of 15% of the voting membership or not less than 30 voting members. The transaction of any business where a quorum is called for shall be done by a majority vote of those present, unless otherwise provided in the bylaws.
Section 3.
     The board of directors shall meet monthly. A majority vote of the board is necessary for action. Special board meetings may be held at any time deemed necessary after seven (7) days notice to each member of the board of directors. If the president decides that an emergency exists he may call a special meeting after 24 hours notice to each member of the board of directors.

Article IV – Officers and Their Duties

Section 1.
     The officers of this corporation shall be a President, Vice-president, Secretary and Treasurer. These officers shall be members of the board of directors by their respective office.

Section 2.
      President – The president of this corporation shall preside at all meetings when present. He shall appoint special committee when it is deemed advisable to do so; shall represent the corporation in public and at all official functions; shall be the correspondence and legal tender and shall be authorized to co-sign all corporate checks.
Section 3.
     Vice-President – The Vice-President shall fulfill all the duties of the president in the absence of that officer, and the Vice-president shall have the authority to co-sign corporate checks.
Section 4.
     Secretary – The secretary shall keep an accurate written report of the minutes of the meetings; shall report to the membership the minutes of the previous meeting; shall see that any proposed amendments or changes in the bylaws or articles of incorporation are properly stated and that they are properly inserted in the effected section and shall advise all members of the corporation, in writing at the next scheduled meeting; shall have the authority to co-sign corporate checks. At the expiration of the secretary's term of office, all records shall be turned over to the incoming secretary.
Section 5.
     Treasurer – The treasurer shall be responsible for receipts and disbursements of all funds of the corporation and shall keep accurate records therefore; shall give a financial statement at board meetings, general meetings, and at other times when requested to do so; shall co-sign all corporate checks; shall handle all financial matters pertaining to the corporation and shall authorize and approve at his or her discretion, all corporate expenditures of up to $300.00 for any one expenditure. Expenditures over $300.00 must be approved by a majority vote of the board of directors.
Section 6.
     Succession of Officers – In the event of the demise, disability or resignation of the president of this corporation during his tern of office the Vice-President shall automatically assume the duties and function of the President.

Section 7.
     In the event of the demise, disability, resignation or succession of office of any of the other officers of this corporation during their term of office the board of directors shall at its next regular meeting by majority vote appoint a successor to that office until the next annual election or until a special election is called in accordance with Article VIII, Section 6 of these bylaws.

Article V – Board of Directors

Section 1.
     The board of directors shall consist of eleven (11) members, including the four (4) officers provided for in Article IV. The outgoing President of the corporation shall automatically serve as a member of the board for a period of one year following his term as President. The remaining six (6) board members shall be elected by the membership of the corporation in the manner and at the time provided for elections of officers. In the event that the President of this corporation succeeds himself as President, there shall be seven (7) elective board members for that year. The President, Vice-president and Secretary of the corporation shall automatically be the Chairman, Vice-Chairman and Secretary of the board of directors.
Section 2.
     Elected board members shall serve for a term of one year and can serve no more than four successive terms. Should a board seat become vacant for any reason, the remaining board members may appoint a successor from the membership of the corporation by vote of a simple majority of the directors. The successor so selected shall serve until the next annual election or until a special election is called in accordance with Article VIII, section 6 of these bylaws.
Section 3.
     Duties – The duties of the board of directors is to run the business and financial affairs of the corporation and to set the policy of the corporation. Their directives and policies are to be carried out by the officers and membership of the corporation. A majority of a quorum of the membership of the corporation shall have the right to overrule or override any directive or recommendation of the board of directors.

5. Article VI – Committees

Section 1.
There shall be the following standing committees:
A. Activities committee
B. Advisory committee consisting of all past presidents
C. Chart and Book sales committee
D. Fishing committee
E. Hospitality committee
F. Membership committee
G. Newsletter/ Web-site committee
H. Trophy committee
Section 2.
Chairmen of these committees are appointed by the director in charge of the committee with approval of the board of directors. The president with the approval of the board of directors may remove chairmen. These chairmen may or may not be members of the board of directors.
Section 3.
Each committee shall promulgate rules and regulations governing their responsibilities and present them for approval to the board of directors.

Article VII – Amendments

Section 1.
The bylaws of the corporation shall be made, altered or rescinded by the directors of the corporation provided that all bylaws affecting the power, rights and duties of the directors shall be made, altered or rescinded by the membership of the corporation by a majority of the members voting at any meeting at which a quorum of the membership of the corporation is in attendance. Written notice shall be sent by the secretary to the voting membership of the corporation at least one week prior to the meeting at which the amendments are to be voted upon and said written notice shall contain a copy of the proposed amendment. A proposed amendment to these bylaws shall be submitted in writing to the board of directors one week prior to the board of director's meeting at which the amendment is to be considered.
Section 2.
Amendments to the Articles of Incorporation must be adopted by a majority of the members voting at any meeting of the corporation at which a quorum of the members of the corporation is present. Written notice shall be sent by the secretary to the voting membership of he corporation at least one week prior to he meeting at which the amendments are to be voted upon and said written notice shall contain a copy of the proposed amendments.

6. Article VIII – Elections

Section 1.
     A nominating committee appointed by the president consisting of not less than three (3) members and including at least one (1) member of the board of directors should make the selection of the nominee or nominees for each office including the board of directors. The slate of officers and directors as selected by the nominating committee shall be presented to the corporation during the month of September at a regular meeting at which time nominations will be accepted from the floor for all officers including board of directors. This meeting shall be held the 1st Thursday in September of each year.
Section 2.
     Voting shall be by written ballot either absentee or in person. The secretary shall send the list of the nominees by mail to the membership at lease ten (10) days prior to the election. Absentee ballots shall be obtained by request from the election committee. Absentee ballots must be received by 5:00 P.M. on the day of the election.
Section 3.
     Election of officers shall be held at the first meeting in October of each year. Officers shall be installed at the Annual Awards banquet held during the month of October.
Section 4.
     The president and Vice-president are to be elected for a term of one year and can serve no more than four successive terms in their respective office. The Secretary and Treasurer are to be for a term of one year and may serve more than two successive terms. Officers of the corporation shall in all events serve until their respective successors are duly elected and installed except as provided in Article IV and Article VIII, Section 6 of these bylaws.
Section 5.
     Qualifications – In order to be qualified to be nominated and seek election for an office or a board of director's position the person must have their current dues paid. In order to be qualified to be nominated and seek election for president of this corporation the person must have served at lease one year on the board of directors and/or served two years as a committee chairman.
Section 6.
     Special Election – A special election may be called by the board of directors or by petition signed by 10% of the membership.
A. In the event of a demise, disability or resignation of the President the presiding officer for regular meeting, special elections and board of director meetings shall be the Vice-president or in his absence the secretary or in his absence the treasurer or in his absence the most recent past-president of this corporation who is willing to preside.
B. The special election called by petition shall be held within 14 days after the petition is submitted.
C. The special election called by the board of directors shall be held within 14 days after the board of directors vote to call a special election.
D. Nominations shall be from the floor at the special election.
E. The persons elected at he special election shall serve until the next annual election.
Section 7.
      In order to constitute a valid election the lesser of 15% of the voting membership or not less than 30 members must cast votes either in person or by absentee ballot.

Article IX – Quorum

Section 1.
A quorum shall consist of the lesser of 15% of the voting membership or not less then 30 members of this corporation.

Article X – Removal of Officers, Directors and Members

Section 1.
Upon the recommendation of the majority of the board of directors subject to a majority vote of the general membership present at any regular meeting under Article IX any officer, director or member shall be removed from office and/or expelled from the membership of the corporation for:
A. Intentional public display of excessive profanity.
B. Malicious public embarrassment of any corporation member or guest.
C. Public lewd or immoral conducts.
D. Non-payment of dues.

Article XI – Bylaws

Section 1.
These bylaws consisting of eleven articles having been revised pursuant to amendments approved in accordance with the provisions hereof supersede any previous bylaws and shall stand until further amended in the manner provided for in Article VII. These bylaws are to take effect as of the 1st day of November 2011.

Approved this 1st day of September 2011, at a regular meeting of the board of directors of the Jacksonville Offshore Sport Fishing Club, Inc.

Don Cook
President

Attested By:

Danny Del Rio
Vice-President

Jacksonville Offshore Sport Fishing Club