BY LAWS
TIGER BAY CLUB OF TAMPA
ARTICLE I
NAME AND PURPOSE
A. Name. The name of this not-for-profit corporation shall be "The
Tiger Bay Club of Tampa, Inc."
(TBCT)
B. Purpose. The purpose of TBCT is to provide a stimulating, fun-filled,
opportunity for people
with a flair and an interest in politics and current events to talk,
debate, and discuss the issues
and the candidates of the day. Members are encouraged to ask insightful
and inquisitive
questions of speakers. TBCT is a political, but non-partisan, educational
forum which does not
endorse any candidate or issue.
ARTICLE II
MEMBERSHIP and GUESTS
There are three types of membership: Regular, Honorary and Corporate.
No more than one
membership may be held by any one person or corporation. Each regular
and corporate member
is entitled to one vote.
A. Regular. Regular voting memberships are conferred on an annual
basis and continued in
effect so long as the member's dues are current and he or she continues
to reflect favorably upon
the TBCT. Regular memberships are available only to individuals, not
to corporations or groups,
and may not be transferred.
B. Honorary Memberships. Honorary memberships may be conferred by
the Board of Directors
(Board) to those special individuals whom the Board feels deserve
such recognition. These may
include, but not be limited to, The Democrat and Republican Chairs
of Hillsborough County and
others who may be selected by the Board of Directors. Honorary members
are not required to
pay dues, and may not vote, but would be expected to pay for meals
and similar expenses unless
the Board makes specific provisions to the contrary.
C. Corporate Memberships. Corporate memberships shall have the same
rights and privileges
conferred upon Regular Memberships. Corporate memberships shall be
held and paid for by a
corporation and they shall designate periodically the individual acting
on behalf of the corporation
by attending TBCT meetings and participating with the rights of a
Regular Member.
D. Dues. Annual dues shall be payable on or before January 1 and may
be prescribed, altered,
or amended by the Board, which is also empowered to provide for pro-rating
dues in order to
accommodate new members. The Executive Director at the direction of
the Treasurer shall be
responsible for maintaining, or causing to be maintained, the necessary
records to insure that
delinquencies are identified. The Executive Director at the direction
of the Treasurer is also
charged with assuring that delinquent members are notified in writing
of their delinquency.
Memberships will be automatically terminated if the delinquency is
not resolved in a satisfactory
manner within 30 days of such notice.
E. Guests. Members may bring guests to regular luncheon meetings.
However, such guests may
not attend more than three (3) meetings in any given calendar year
without having applied for
membership. It shall be the responsibility of the Executive Director
to maintain, or cause to be
maintained, such records as are necessary to carry out this provision.
Guests shall not be
granted any of the normal privileges of membership, including the
right to question speakers.
F. Membership Application/Revocation. The Board shall provide for
the preparation and
processing of membership applications in accord with and in the spirit
of these by-laws. However,
membership of existing as well as proposed members shall be approved,
or may be revoked for
cause, by action of the majority of the Board in a duly called and
held meeting. Membership dues
shall be prorated and returned to any member whose membership is revoked.
G. Membership Directory, Newsletter, Meeting Notices. The Executive
Director will publish, or
cause to be published, an annual membership directory. The directory
shall include the latest
adopted rules and by-laws of the TBCT. The Board may provide for the
publishing of a TBCT
newsletter. The Secretary shall also provide for the mailing of timely
meeting notices for activities
and TBCT programs. The Executive Director shall also see that all
the above notices of meeting
and activities shall be posted on the TBCT Website.
ARTICLE III
BOARD OF DIRECTORS
The business and activities of TBCT shall be governed by rules and
policies established by a
Board of Directors (Board) which is elected from amongst TBCT membership.
The Board shall
adopt and publish such rules of procedure as are necessary to carry
out annual elections for both
Board membership and officers. The Board, as the policy making body
of the TBCT, is also
responsible for adopting such other rules of procedure as are necessary
to fulfill the goals and
objectives of the organization in accordance with these by-laws. Action
of the Board may be
taken without a meeting, provided that a majority of members of the
board shall individually or
collectively consent in writing or via email to such action in accordance
with the provisions of
these By-Laws. The immediate past president shall be a voting member
and serve on the Board
for one year. Where possible, members of the Board shall belong to
each major political party in
equal numbers.
A. Board of Directors. The Board shall consist of no less than ten
(10) members; one third of
whom shall be elected annually for three (3) year terms. No member
shall be entitled to serve
more than two (2) consecutive three (3) year terms. Service as an
officer shall not count against
this restriction. The Immediate past President shall be a voting member
and serve on the Board
of Directors for one year. Where possible, members of the Board shall
belong to each major
political party in equal numbers
B. Vacancies which occur within the final year of a full term shall
be filled by the President with
the consent of the majority of the Board. Vacancies which occur where
there are two years or
more remaining in a term shall be filled by the normal method of selection
and election as
specified in these by-laws.
C. Meetings. The Board shall meet at least quarterly, at the call
of the President, to attend to the
business of TBCT. The Secretary shall cause meeting notices to be
provided each TBCT Board
member at least two weeks in advance of the date of the meeting. All
meetings shall be open to
the membership, however, should action be contemplated regarding the
conduct of a member,
Board member, or Officer, then such meetings may be closed except
for the parties involved or,
in other cases, where the best interest of the member(s) or TBCT are
clearly served.
D. Attendance. Two non-excused absences from Board meetings in any
12 month period shall be
grounds for dismissal from the Board. The TBCT secretary is responsible
for maintaining
attendance records and for initiating appropriate warnings and dismissal
under rules and
procedure adopted by the Board. Rules governing this action shall
be adopted by the Board at its
initial meeting under these By-laws, these rules may be amended by
subsequent Board members
at duly called Board Meetings. A reason for excused absence must be
provided to the Board
prior to the meeting for approval.
E. Adoption of Rules. Proposed rules for governance of the activities
of the TBCT may be
adopted by the Board upon simple majority vote. Such rules and pertinent
portions of Board
minutes shall be shared with members in the most economical and timely
manner available, as a
responsibility of the Secretary.
F. Voting. Proxy voting is not allowed. Voting during elections shall
be secret.
ARTICLE IV
OFFICERS
There shall be four (4) officers of the TBCT who shall be elected
bi-annually in even numbered
years for two-year terms by the Board from among Board membership,
who are alternately
members of each major political party. They are: President, Vice-President,
Secretary and
Treasurer. The offices of Secretary and Treasurer may be combined
or separated by action of the
Board. The Board may also create such other officers as may, from
time to time, serve the
purpose of TBCT. Officers shall perform all of the customary duties
and responsibilities normally
expected to be performed by such officers, including those which may
be assigned in these Bylaws,
applicable statutes and regulations and directions of the Board.
A. Succession. In the event of the temporary or permanent absence
of the President, or his or her
inability or unwillingness, for whatever reason, to carry out the
responsibilities of the office, the
Vice-President, then the Secretary, and then the Treasurer, shall
succeed to the office. In the
event the absence or inability is found likely to be, or to become,
lengthy or permanent, the Board
shall declare the office vacant and act to elect a replacement as
prescribed under Article V
relating to Nominations and Election.
B. Tenure. All officers and members of the Board shall serve until
such time as their duly elected
successors have been elected and installed. Vacancies will be filled
in the manner described in
Article V.
C. Executive Committee. During those months when the Board does not
meet, but subject to the
final approval of the Board, the President, together with the other
officers, acting as an "Executive
Committee", may take actions of behalf of the TBCT which they,
in good faith, believe necessary.
A report of such actions will be made to the Board not later than
its next meeting.
D. Committees. The President may from time to time create or dismiss
any other committees he
or she shall deem necessary to fulfill the needs of TBCT. Appointment
to and tenure on such
committees are at the pleasure of the President. However, the Board
may prescribe, limit, or
enlarge the functions and duties of such committees.
ARTICLE V
NOMINATIONS and ELECTIONS
A. Nominating Committee. At least 60 days prior to the annual meeting,
the President shall
appoint a Nominating Committee consisting of five members in good
standing, three of whom
shall be members of the Board. This committee shall, at least 30 days
prior to the annual
meeting, submit a written report to the President, and to the Board,
the names of persons they
recommend to fill vacancies on the Board from the TBCT membership.
One name shall be
recommended for each vacancy.
B. Notification to the Membership. Upon receipt of the report of the
Nominating Committee, the
President, without alteration or amendment, will cause the publishing
of the nominations to the
general membership at least two weeks prior to the annual meeting.
C. Board of Directors Election. At the annual meeting the Secretary,
or such other person as
designated by the President, shall distribute the official ballot
for election to the Board to the
membership present, with space for one or more additional names. Prior
to asking members to
vote, the President shall ascertain any other nominations as may be
presented and these names
shall be added to the ballot, providing, however, that the person
so nominated has agreed to that
nomination in writing if not present. The Nominating Committee and
the Secretary shall count and
certify the balloting results which will be announced at the meeting.
D. Election of Officers. Unless circumstances warrant deviation from
this requirement, the
President shall convene the new Board immediately following the meeting
at which the election of
the new board shall have taken place and hold election for officers
in the same manner
prescribed in the previous paragraph. The new officers shall assume
their responsibilities
immediately upon election.
ARTICLE VI
MEETINGS and PROGRAMS
A. Annual Meeting. All members of the TBCT shall be invited to attend
the annual meeting. To the
extent possible, the Annual Meeting shall be held in December, at
a time and place most suitable
for members' attendance. The President shall cause a meeting notice
to be provided each
member, in such a manner as to provide a minimum of two weeks notice.
B. Annual Meeting Agenda. At the Annual Meeting, each TBCT Officer
shall be expected to make
a brief report on his or her office, covering the events of the
year, the financial status, and other
issues for the good of the order. Following such reports, there
shall be held the elections referred
to in Article V above.
C. Special Meeting. Special meetings of the Board or the TBCT membership
may be called as
follows:
i. Board of Directors Meeting. The President shall call a special
meeting of the Board at any time
with at least 10 days notice; however, in an emergency, 24 hours
notice shall be given. Special
Meetings of the Board may also be called by four (4) or more members
of the Board, upon written
petition, provided that at least 10 days in advance of the proposed
meeting notice is given. Such
notice shall clearly state the purpose for which this extraordinary
meeting is being sought.
ii. General Membership Meeting. The President, the Board, or by
written petition signed by at
least ten (10) general members in good standing, shall call a meeting
of the general membership.
The petition shall contain clear expression of the purposes of the
meeting.
D. Quorum. Providing that notices have been provided the membership
in the manner provided
herein, those present at the meeting shall constitute a quorum and
a majority of those present
may take official action provided that one officer and two members
of the Board of Directors are
present.
E. Rules of Order. In so far as they are not in conflict with these
By-laws or with other legal
requirements, the latest edition of Robert's Rules of Order will
govern TBCT business in any
meetings.
F. Programs. The Board is empowered to create, and the President
and other officers are
required to publish and to carry out, such rules and regulations
as may be necessary to conduct
TBCT programs and events. These rules should include, but are not
limited to, the conduct of the
special programs; the protocol to be utilized; the eligibility of
members of the audience and/or
guests to participate actively; and the award of trophies. They
shall be composed in such a
manner as to recognize the purposes of the TBCT and bring the desired
focus, activity, and fun to
the proceedings. They shall also establish conditions, for example,
for the handling of campaign
literature, documents, publications, banners, media coverage, and
other items and issues relating
to the good of the order. Normally, TBCT programs are expected to
be noon-time luncheon
meetings, held in downtown Tampa.
H. Program Committee. The President is empowered to create a special
"Program Committee"
from the membership of the TBCT, to name its chairperson, and to
determine its duties, subject to
the approval of the Board. The committee, which will serve at the
pleasure of the President, shall
create and maintain a meeting calendar, identify, seek out, and
schedule, timely speakers,
debates, and discussions with the approval, and under the rules
and conditions adopted by the
Board. The Secretary shall cause the program to the published to
the membership.
ARTICLE VII
EMPLOYEES
The Board may employ such person or persons as may be required to
carry out the functions of
TBCT on a full-time, part-time, or contract basis. Duties, title,
compensation, and emoluments of
such employee(s) shall be carefully spelled out in a resolution
approved by the Board authorizing
the employment. Such duties might include the keeping of all corporate
records, financial
documents and accounts, membership rosters, rules of procedure,
and other resolutions adopted
by the Board. These duties could also include the business management
of the affairs of the
TBCT including, but not limited to, luncheon and other program arrangements
including meeting
notices, contracts with caterers and similar necessities. Any person
employed by the Board under
this Article may not be a voting member of the Board or of the Executive
Committee. Any person
employed by TBCT in this capacity shall report to the Board all
information relating to the
business and financial affairs of TBCT, including but not limited
to detailed financial transaction
with bank reconciliations and current membership lists at each Board
meeting.
ARTICLE VIII
AMENDMENTS
Amendments of these By-laws can be adopted only by vote of the membership.
By-laws may be
proposed for adoption at any meeting of the Board after which a
membership meeting shall be
called to consider the proposals. Such proposals can be proposed
by action of the Board or by
written petition of at least 10 regular members in good standing.
However, no action to adopt
such proposals can be taken unless the proposed language along with
appropriate explanatory
information has been provided the membership at least ten (10) days
in advance of the meeting
where the action is to be taken.
ARTICLE IX
FISCAL MATTERS
A. Fiscal Year. The fiscal year shall begin January 1 and end December
31.
B. Financial Management. The Board shall adopt such rules and procedures
as may be required
by their good judgment and recognition of their fiduciary responsibilities
to the members of TBCT.
They are empowered to establish signature requirements for checks,
banking, and investment,
and other matters relating to the fiscal health and welfare of the
organization. The Treasurer shall
make a full report and any appropriate recommendations to the membership
at the annual
meeting, as well as to the Board and executive committee meetings,
and at any other time as
appropriate, to provide a clear and complete accounting of the financial
well-being of TBCT.
Borrowing or otherwise encumbering TBCT is expressly prohibited.
C. Earnings. No part of the net earnings of TBCT shall inure to
the benefit of, or be distributed to
its members, directors, or other private persons, except that TBCT
shall be authorized and
empowered to pay reasonable compensation for services rendered and
to make payments and
distributions as outlined in Article IX, Section D.
D. Dissolution. In the event that, either by decision of the membership
or the Board, or by outside
forces, this organization ceases to exist, the appropriate Court
of competent jurisdiction is
requested to distribute all net proceeds, after payment of legitimate
claims against TBCT, to The
Community Fund of Tampa, Inc., for the purpose of creating political
science scholarships at a
local institution of higher learning, and no proceeds shall accrue
to the benefit of any officer,
member of the Board, or of the membership of TBCT.
ADOPTED: FEBRUARY 23, 1995
Revisions approved by Board of Directors July 23, 2007.
|