CONSTITUTION and BYLAWS

of the

Tampa Bay Mineral and Science Club of Tampa Florida, Inc.

 

ARTICLE I

Name and Purposes

 

Section 1.01. Name. The name of the organization is The Tampa Bay Mineral and Science Club of Tampa, Florida, Inc.

 

Section 1.02. Purpose. The Corporation is organized for the charitable and educational purposes of associating persons who are interested in natural science and to work together as an organization in the gathering, displaying, and studying of rocks, shells, jewelry arts, including those of native and indigenous cultures and any kind of scientific objects of interest to the individual and the organization, and to promote community interest in these subjects.

 

Section 1.03. To affiliate with the American Federation of Mineralogical Societies and a district of the American Federation of Mineralogical Societies in order to exchange knowledge and ideas with other organizations of similar objects and purposes and to exhibit specimens of our work and our collections, either as individuals or as a group in regional and national competition.

 

Section 1.04. To have an annual show to encourage participation by club members, by other interested persons, and by other clubs or organizations, who may have a desire to work together as indicated in Section 1.02.

 

Section 1.05. In the event of the dissolution of the corporation, all of its assets, property, and funds shall be turned over to one or more non-profit organizations created for like or similar purposes for the continuation of such projects as the corporation may have commenced.

 

ARTICLE II

Membership

 

Section 2.01. Classes. There shall be two classes of members: Adult and Junior.

  1. Adult members are those members who are eighteen (18) years old or older on January 1 of the membership year.

  2. Junior members are those members who are under the age of eighteen (18) on January 1 of the membership year.

  3. Only adult members of the corporation are eligible to vote or be a member of the Board of Directors or be an officer of the Corporation.

  4. Junior members may be non-voting members of any committee of the corporation.

  5. One junior member may be appointed to the Executive Committee by the President with the approval of that committee and will be a non-voting member of the committee.

 

Section 2.02. Qualifications. Membership may be granted to any individual who supports the mission and purposes of the organization, who submits an application, and who pays the annual dues as set by the Executive Committee.  No person may be excluded from membership based on race, color, sex, creed or religion.  The Executive Committee reserves the right to deny membership to any applicant whose conduct has been proven to be detrimental to the welfare of the corporation.

 

Section 2.03. Termination of Membership. The Executive Committee, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member whose attitude or conduct is considered detrimental to the welfare of the Club.  Termination is effective immediately upon said vote of the Committee.  The terminated member shall be notified in writing by the Board and given 30 days in which to appear before the Board to petition for reinstatement.

 

Section 2.04. Dues. Dues for members shall be established by the Executive Committee and approved by a quorum of the general membership.

 

Section 2.05. Quorum. Ten percent of the number of members reported to the Federation shall constitute a quorum at a meeting and are authorized to conduct the business affairs of the corporation.

 

Section 2.06. Member Rights. It shall be the right of any member to address the Executive Committee or general membership at any meeting held in the name of the corporation.  Addresses will be limited to two (2) minutes in duration.  All issues/concerns should first be presented to the Executive Committee, either in person or in writing, to facilitate a quick response.  If the issues/concerns can not be resolved satisfactorily and further discussion is required, the president will appoint an Investigative Committee, acceptable to all, to consider the merits of the complaint and possible solutions.  The chairman of the investigating committee will report to the Executive Committee and general membership and a vote of the general membership will be taken on the resolution presented by the investigating committee.

 

ARTICLE III

AUTHORITY AND DUTIES OF OFFICERS OF THE CORPORATION

 

Section 3.01. Officers. The officers of the Corporation shall be a President, a Vice-President, a Secretary, and a Treasurer.  Only one (1) office may be held by the same person.  Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of his/her term shall be filled by a majority vote of the Executive Committee and remaining officers of the club.  In the event of a tie vote, the President or Vice President shall cast a vote to break the tie.  A member elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.  In the case of the resignation, death, incapacity or removal of the Treasurer, the Executive Committee will act in committee as the Treasurer until a replacement can be named.  The President will sign all checks at the direction of the Executive Committee until such time.

 

Section 3.02. Appointment of Officers; Terms of Office. The officers of the Corporation shall be elected by the General Membership at the annual meeting of the Corporation held in January or, in the case of vacancies, as soon thereafter as convenient by special meeting of the Executive Committee.  All officers, except the President and Vice-President, shall be elected for a term of two years.  The secretary shall be elected on even-numbered years and the treasurer shall be elected on odd-numbered years.

 

Section 3.03. Resignation. Resignations are effective upon receipt by the Secretary of the Board of a written notification.  The resignation may be in the form of an e-mail or written letter.  A verbal resignation is also acceptable if presented at a regular board meeting where a quorum exist prior to the resignation.  Any officer of the corporation who resigns for reasons the Executive Committee deems to be not compelling will not be permitted to hold office in any capacity for a period of one (1) year.  Examples of compelling reasons for resignation could be; health, family matters, relocation, job constraints, etc.

 

Section 3.04. Removal. An officer may be removed by the Executive Committee at a meeting, or by action in writing pursuant to Section 2.03, whenever in the Executive Committee’s judgment the best interests of the Corporation will be served thereby. Any such removal shall be without prejudice to the rights, if any, of the person so removed.

 

Section 3.05. President. The President shall be an officer of the Corporation and will preside at all meetings of the Executive Committee.  The President shall perform all duties attendant to that office.  The President shall be a member ex officio of all committees except the nominating committee.  The President will appoint the chairman of all committees with the approval of the Executive Committee.  The President will not have a vote at any board meeting with the exception of a tied vote.  The President is elected for a term of one year and may serve a maximum of two consecutive terms.

 

Section 3.06. Vice-President. The Vice-President shall be an Officer of the Corporation and shall serve as an aid to the President and perform the duties of the President in the event of the president's absence or inability to serve.  The Vice-President shall perform other duties as requested and assigned by the President.  The Vice-president shall also be responsible for insuring all bylaw and standard operating calendar requirements are brought to the Executive Committee's attention.

 

Section 3.07. Secretary. The Secretary shall be an Officer of the Corporation and shall keep the minutes of all meetings.  The Secretary shall forward a copy of the minutes of the Executive Committee to the editor of the corporation newsletter within five (5) business days from the completion of the meeting being recorded.  If necessary, the Secretary may utilize a recording device to ensure that an accurate account of the meetings is presented to the general membership. The minutes need not be reported word for word but should indicate all points addressed at the meetings by either members of the Executive Committee or general members present.  The Secretary shall perform such other duties as occasionally may be assigned.

 

Section 3.08. Treasurer. Treasurer shall be an Officer of the Corporation and shall keep accurate records of all financial transactions of the corporation. The Treasurer shall receive all moneys of the corporation, disburse funds authorized by the Executive Committee, keep an accurate account of receipts and expenditures, make a treasurer's report at each regular business meeting and at any other time when requested to do so by the Executive Committee.  The Treasurer shall make an annual fiscal report at the February business meeting of the corporation.  The Treasurer's accounts shall be examined annually by a financial review committee, which, when satisfied that the Treasurer's annual report is correct, shall sign a statement to that fact at the end of the report.  In conjunction with the Executive Committee, the Treasurer shall prepare the tentative budget by the second business meeting of each year.  The Treasurer shall post, in the clubhouse at each general meeting and each regular business meeting, the latest Treasurer's report and an update comparing the accepted budget to the actual expenditures.

 

ARTICLE IV

EXECUTIVE COMMITTEE

 

Section 4.01. Executive Committee Members. The following shall serve as the Executive Committee:  the elected officers of the corporation (President, Vice-President, Secretary, and Treasurer) and the members of the Board of Directors.  In addition, the bulletin chairperson/editor shall be a non-voting member of the Executive Committee.

 

Section 4.02. Duties. The duties of the Executive Committee shall be to transact all necessary business of the corporation, approve plans of work of all committees and officers, authorize payment of funds, and submit reports of all of its activities to the general membership.  The Executive Committee shall prepare a tentative budget by the third business meeting of the year; submit this budget for approval to the general membership by the third general meeting of the year.  The Executive Committee shall be responsible for all the club property.

 

Section 4.03. Quorum. A majority of the members of the Executive Committee shall constitute a quorum at any meeting of the Executive Committee.

 

ARTICLE V

BOARD OF DIRECTORS

 

Section 5.01. Authority of Directors. The Board of Directors is the policy-making body and may exercise all the powers and authority granted to the Corporation by law and these bylaws.

 

Section 5.02 Duties of the Board of Directors. The Board of Directors shall be responsible for ensuring that all standard operating procedures are kept up to date and followed.  The Board of Directors may be asked to perform other duties requested by the Executive Committee.

 

Section 5.03. Number, Selection, and Tenure. The Board of Directors shall consist of not less than six (6) Directors.  Each director shall hold office for a term of two (2) years with three (3) Directors being elected on odd years and three (3) Directors being elected on even years.  Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of his/her term shall be filled by a majority vote of the remaining Directors.  In the event of a tie vote, the President shall cast a vote to break the tie.  A Director chosen to fill a vacancy shall fulfill the unexpired term of that Director’s predecessor in office.

 

Section 5.04. Resignation. Resignations are effective upon receipt by the Secretary of the Corporation.  The resignation may be in the form of an e-mail or written letter.  A verbal resignation is also acceptable if presented at a regular board meeting where a quorum exist prior to the resignation.  Any member of the Board of Directors who resigns for reasons the Executive Committee deems to be not compelling will not be permitted to hold office in any capacity for a period of one (1) year.  (Examples of compelling reasons for resignation could be health, family matters, relocation, job constraints, etc.)

 

ARTICLE VI

MEETINGS

 

Section 6.01. Executive Committee Meetings. The regularly scheduled Executive Committee meetings will be held on the first Monday of the month.  These meetings are open to all members of the corporation.  At least five days notice must be given to change the location or time of any scheduled meeting.  Notice may be in the form of an e-mail.  No meeting of the Executive Committee may be held in closed session.

 

Section 6.02. Notice of Special Executive Committee Meetings. Special meetings of the Executive meeting may be called by the President or at the request of any two (2) members of the Executive Committee.  Notice of any special meeting must be given to all members of the Executive Committee either by telephone or e-mail.  Special meetings must be conducted in such a manner that permits all participants to be aware of the presence of all members in attendance (i.e., in person, via conference call or combination of both).  No special meeting may be conducted using e-mail.

 

Section 6.03. Annual Meeting. The annual general membership meeting shall be held in January each year for the election of officers.  A quorum of the membership as stated in section 2.05 is required to hold elections of officers.

 

Section 6.04. Monthly Meeting. Monthly membership meetings of the corporation are held on the third Tuesday of each month.  Normal monthly meetings do not require a quorum as stated in section 2.05.  Monthly meetings held during the months of June, July, August, and December will be social events and no business of the corporation will be conducted without prior notification as stated above.

 

Section 6.05. Special General Membership Meeting. Special General Membership meetings require a quorum as stated in section 2.05 and may be called by the Executive Committee at any time with a notice of 15 normal business days.  This notice must be via U.S. Postal Service and may be in the form of a postcard stating the time, location and purpose for the meeting.

 

ARTICLE VII

COMMITTEES

 

Section 7.01. Standing Committees. The standing committees of the club shall be: education, building and maintenance, membership, show, hospitality, public relations, field trips, junior activities, bulletin, webmaster, and library.  A standing committee may have only one member, who shall be considered the chairperson.  Chairpersons of any Standing committees will be appointed by the President of the Corporation with the approval of the Executive Committee.  Chairpersons of any standing committee are free to solicit additional members to his/her committee as they see necessary.  Standing committees may be combined if approved by the Executive Committee.

 

Section 7.02. Special Committees. The Executive Committee may, by resolution adopted by a majority of the members in office, establish committees beyond the standing committees.  All committees established by the Executive Committee shall consist of a minimum of three members, one of which shall be the chairperson appointed by the President and approved by the Executive Committee.  The Executive Committee will establish procedures to govern the activities of the committee by giving clear direction as to the purpose and scope of the committee purpose.  The Executive Committee will also stipulate the amount of time the committee has to complete its assigned task.  If additional time is required to complete the task, the committee chairperson will notify the Executive Committee of such and will give the new date for the completion of the assigned task.

 

Section 7.03. Nominating Committee. There shall be a Nominating Committee, composed of three (3) persons of the Corporation, one of which shall be a member of the Executive Committee who is not up for re-election.  Where possible, the remaining members of the nominating committee should be members not seeking election.  The chairperson of the Nominating Committee will be appointed by the Executive Committee from the general membership of the Corporation.  The Nominating Committee will be announced at the October membership meeting.  The duties of the Nominating Committee shall be:

 

  1. Solicit names of members wishing to run for a position on the Board of Directors or as an Officer of the Corporation.

  2. Ensure nominations for all open positions of the Executive Committee.

  3. Present to the Executive Committee the list of names submitted to or solicited by the committee with a brief description of the nominees’ background and qualifications.

  4. All names submitted to the Executive Committee will be placed in the December newsletter of the Corporation with the background and qualifications information.

  5. These names and any nomination made from, and accepted, from the floor will be placed on the ballot for the January Election.

 

Section 7.04. Chairpersons Responsibilities. The chairperson of each committee, Standing or Special, is responsible for reporting all activities to the Executive Committee at the monthly Executive Committee meeting or when requested.

 

ARTICLE VIII

COMMUNITY SCHOLARSHIPS

 

Section 8.01. Purpose. The Community Scholarship Fund is available to members of the community who have been accepted to an accredited institution of trade or higher education.

 

Section 8.02. Definition. The scholarship funds are provided by auctions or raffles which are held during the general meetings of the corporation or any other income approved by the Executive Committee.  Monetary grants to members of the community are for institutions determined to be acceptable to the Executive Committee.  Scholarship awards will be of an amount approved by the Executive Committee.

 

Section 8.03. Monetary Grant Criteria. The Executive Committee will develop criteria by which members of the community will be selected for a scholarship award.

 

Section 8.04. Eligibility. All Community Scholarship recipients must meet the eligibility criteria set forth by the Executive Committee prior to the funds being released. 

 

Section 8.05. Application. Application for a Scholarship must be made to the Executive Committee.  The Executive Committee will review any submitted applications and determine if the applicants meet all of the criteria and eligibility requirements for a Scholarship award.

 

ARTICLE IX

MEMBER SCHOLARSHIPS

 

Section 9.01. Purpose. The Member Scholarship Fund is available to members of the organization.  This Scholarship Fund is for the sole benefit of enhancing knowledge of individual adult members within the fields of mineralogy, gemology, lapidary and jewelry arts, which are then shared with other members of the organization.

 

Section 9.02. Definition. The scholarship funds are provided by auctions or raffles which are held during the general meetings of the corporation or any other income approved by the Executive Committee.  Monetary grants to individual adult members are for Federation-sponsored schools such as Wildacres, William Holland, or other schools determined to be acceptable to the Executive Committee.  Monetary grants will cover the going rate of tuition at the schools approved by the Executive Committee.

 

Section 9.03. Monetary Grant Criteria. The Executive Committee may develop criteria by which individual adult members will be selected for a monetary grant award.  This method will include but is not limited to the following:  Membership status and Participation in corporate activities.  The criteria will be clear and consistent and made available to all members of the corporation.

 

Section 9.04. Application. Application for the Scholarship Fund must be made to the Executive Committee prior to the March meeting of the Executive Committee.  The Executive Committee will review any submitted applications and determine if the applicants meet all of the criteria and eligibility requirements for monetary grant awards.  Scholarship Fund applications will be available at the clubhouse.

 

Section 9.05. Eligibility. All adult members of the corporation are eligible to receive a scholarship provided the following criteria are met:

 

  1. The adult member must be a member in good standing.

  2. The adult member must be a member for at least one year by the date of the application.

  3. The Executive Committee has determined that the awarding of the scholarship is justified and in the interest of the Corporation.

  4. The adult member agrees to teach classes, demonstrate, or give presentations for a period of time as determined by the Executive Committee.

  5. The adult member must be willing to enter into a contractual agreement with the Corporation, which states the adult member’s responsibility to fulfill the requirement under item 4 above.

  6. The failure of the adult member to fulfill the conditions of the contractual agreement will require all scholarship funds provided by the Corporation to be refunded back to the Corporation.  Failure to do so will result in the adult member’s forfeiture of all rights of membership until restitution is made.

 

Section 9.06. Award of Scholarship. Scholarship awards will be announced at the April General Meeting or the corporation newsletter.

 

Section 9.07. Criteria for Scholarships. Any member may only receive one (1) scholarship within a three year period; however, based upon the educational needs of the Corporation, the Executive Committee may waive this requirement.

  

ARTICLE X

INDEMNIFICATION

 

Every member of the Board of Directors, officer or employee of the Corporation may be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, or employee of the Corporation, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties.  Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the corporation.  The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board, officer or employee is entitled.

 

ARTICLE XI

FINANCIAL ADMINISTRATION

 

Section 11.01. Fiscal Year. The fiscal year of the Corporation shall be January 1 - December 31 but may be changed by resolution of the Executive Committee.

 

Section 11.02. Checks, Drafts, Etc. All checks, orders for the payment of money, obligations, and insurance certificates shall be signed or endorsed by such officer or officers or agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Executive Committee.

 

Section 11.03. Deposits and Accounts. All funds of the Corporation, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Executive Committee may select, or as may be selected by the President or by any other officer or officers or agent or agents of the Corporation, to whom such power may from time to time be delegated by the Executive Committee.  For the purpose of deposit and for the purpose of collection for that account of the Corporation, checks, drafts, and other orders of the Corporation may be endorsed, assigned, and delivered on behalf of the Corporation by any officer or agent of the Corporation.

 

ARTICLE XII

BOOKS AND RECORDS

 

A file shall be kept at the office of the Corporation, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, and all minutes of meetings of the Executive Committee and general membership meetings.

 

ARTICLE XIII

AMENDMENT OF BYLAWS

 

These Bylaws may be amended by a majority vote of the general membership at a special meeting as described in Section 6.05.

 

ARTICLE XIV

RULES OF ORDER

 

Section 14.01. Rules of Order. Robert’s Rules of Order shall govern all the deliberative meetings of the corporation.

 

Section 14.02. Interpretation. The interpretation of these rules shall be performed by any former president or any other member who may be appointed by the president to serve as parliamentarian.

 

Revised 7/19/2011