EFFECTIVE 2/28/20
BYLAWS OF THE WEST HERNANDO ATHLETIC CLUB SENIORS, INC.
As amended:_______________
ARTICLE I - NAME AND PURPOSE
Section 1: The name of the organization herein is the West Hernando Athletic Club Seniors, Inc., a 501c-4 Non-Profit Corporation, hereafter referred to as the "WHACS".
Section 2: The purpose of the WHACS is to provide an opportunity for individuals fifty-five (55) years of age and older to participate in social and group activities, as well as organized sports, such as softball or others as offered and determined by the membership.
Section 3: The purpose of these By-Laws is to establish rules and regulations for the general operation of the WHACS.
ARTICLE II - DEFINITIONS
Section 1: "Member" shall mean and refer to individuals who have joined the WHACS in accordance with Article 1, Section 1, above.
Section 2: The WHACS shall have two (2) levels of membership:
Regular members are dues-paying members in good standing. They have the right to hold office, vote, and participate in all club activities. The property and other rights, interests and privileges of each regular member shall be equal.
Honorary Members do not pay dues. They are individuals designated by the Board of Directors who have interests in the various activities of the WHACS. They are not eligible to vote or hold office.
Section 3: Required Quorum shall be:
for a Board meeting is four (4) Board members present.
for a General meeting is 15% of regular membership present.
Section 4: The fiscal year for the WHACS shall be from July 1st to June 30th.
ARTICLE III - MEMBERSHIP
Section 1: Membership dues will be in an amount established by the Board prior to the beginning of each fiscal year. Annual dues are to be paid by August 1st, to maintain membership in good standing.
Note: An additional fee may be assessed for a Member’s participation in other WHACS-sponsored activities, i.e. softball. Said fee(s) if any, will be as recommended and approved by the BOD.
Section 2: All prospective members will submit a completed application, with appropriate fee.
ARTICLE IV - BOARD OF DIRECTORS
Section 1: A duly elected Board of Directors (hereafter referred to as the “BOD”) consisting of Officers and Directors-at-Large manages, and is responsible for, all the activities of the WHACS.
a. Officers - President, Vice-President, Secretary and Treasurer,
b. Board Members – three (3) Board Members at-large.
Section 2: Terms of Office.
a. The President, Vice President, Secretary and Treasurer will serve a (1) year term.
b. Board Members will serve for a one (1) year term.
Section 3: Vacancies.
a. A vacancy will be filled by appointment of the BOD in a timely manner to maintain the integrity of the organization. An individual appointed to such a vacancy shall serve the remainder of the term of the respective office.
b. Vacancies may occur from death, written resignation, removal for cause, etc.
Section 4: Removal for Cause. Any member of the BOD may be removed from the Board with, or without, cause.
Section 5: Process for Member Removal for Cause.
Any member in good standing may petition in writing for the removal of a member. The written petition must state the reasons for the removal. The petition must be submitted to the BOD which will judge if rationale for removal has merit. If valid, issue will be presented to the Disciplinary Committee for appropriate action.
Elements required for Removal for Cause are:
a. Malfeasance and /or misfeasance of office.
b. Conduct unbecoming and/or actions detrimental to the values and tenets of the WHACS.
Section 6: All WHACS policies, procedures and designated activities shall be under the jurisdiction of the BOD and related committees.
Section 7: Compensation. All officers of the WHACS shall serve without any monetary compensation, except that, upon approval of the BOD, they may be financially reimbursed for necessary expenses incurred in the conduct of business for the WHACS.
ARTICLE V - MEETINGS
Section 1: The annual meeting of the BOD shall be held during the month of April. The President will determine the time, date and place. Meetings of the BOD shall be conducted by the President or, in his absence, the Vice-President. If neither officer is present and there is a quorum, the Board members present may designate a presiding officer for the meeting.
Section 2: General membership meetings will be scheduled during the months of April and September. Other BOD meetings and General Membership meetings may be scheduled, as determined by the President. The time, date, place and purpose of such meetings will be posted on the WHACS website at least ten (10) days in advance of such date.
Section 3: The posting rule may be waived for stated emergency meetings as determined by the President.
Section 4: Robert's Rules of Order shall govern the proceedings of the BOD and General membership meetings.
Section 5: Meeting minutes will be made available by the Secretary upon request, for read only. Copies will be supplied at a fee of $1.00 per page.
ARTICLE VI - OFFICERS AND THEIR DUTIES
Section 1: PRESIDENT. The duties of the President shall be those normally pertaining to this office and include acting as the Executive Officer of the WHACS. The President shall:
a. Schedule and preside over meetings of the general membership and the BOD,
b. Execute the policies established by the BOD,
c. Sign contracts, or other instruments, except when signing of such documents are required by law to be otherwise signed or executed by another Officer of the Organization,
d. Select individuals for various committees as necessary.
e. Be an ex-officio member of all standing and special committees.
f. Promote membership growth.
Section 2: VICE-PRESIDENT. The duties of the Vice-President shall be those normally pertaining to this Office, and include, in the absence of the President - or in the event of the inability or refusal of the President to act - the performing of the duties of the President. When acting in such capacity, the Vice-President shall have the power and be subject to all the restrictions of the President. The Vice-President shall perform such other duties as assigned by the President.
Section 3: SECRETARY. The duties of the Secretary shall be those normally associated with the office and include:
a. Take and retain minutes of the meetings of the Club, BOD & committees.
b. Ensuring that all notices are duly given in accordance with the provisions of these By-Laws, or as required by the By-Laws,
c. Being the custodian of all records of the corporation to include current By-Laws, current year minutes, etc..
d. Keeping records of the names, phone numbers and address of the members,
e. Signing with the President, or other officer(s) authorized by the BOD, contracts and other instruments of the organization,
f. Preparing all documentation such as notices, ballots, membership rosters, etc. at such times as the President or BOD may require.
Section 4: TREASURER. The duties of the Treasurer shall be those normally associated with the office and include:
a. Having charge of all receipts and monies of the WHACS and promptly depositing them in a depository designated by the BOD.
b. Preparing all checks and disbursing funds as ordered or authorized by the BOD.
c. Keeping accurate records of all fees due from members.
d. Make available for inspection by the President, the BOD or any authorized auditors, the financial accounts and records of the Club.
e. Make financial reports at BOD meetings, at the annual meeting of the Club at such other times as the President or BOD may require.
Section 5: DIRECTORS-AT-LARGE: Will perform duties normally associated with this office and as assigned by the President and/or the BOD.
ARTICLE VII – COMMITTEES
Section 1: WHACS will have the following Standing Committees
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Audit
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Budget
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Disciplinary
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Election
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Events
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Hall of Fame
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Player (Softball)
Section 2: Other committees will be created as deemed necessary by the BOD.
Section 3: The President will select individual members for all committees. All committees must consist of one (1) BOD member and two (2) at-large members, at a minimum. Maximum number of members may be determined by the President and/or the respective committee itself.
ARTICLE VIII - ANNUAL ELECTIONS
Section 1: Elections for Officers and Board Members whose terms are expiring, shall be held during the month of March. A posting of the openings applicable for each position shall be placed on the WHACS website on, or before, March 1st. Candidates for all positions up for election will submit an application to the Nominating/Election Committee on, or before, March 15th in order to be placed on the ballot. The required application form will be posted on the WHACS website.
Section 2: Annual Election Process. The annual election process is as follows:
a. The President appoints a Nominating/Election Committee
b. Member voting will commence after March 15th and continue for two (2) full weeks.
c. The Election Committee shall give ballots to each member, ensuring that every regular member in good standing has the opportunity of voting.
d. Completed ballots will be returned to an Election Committee member. Election for each opening shall be by secret written ballot so it shall be illegal for anyone to open any ballots prior to the Election Committee meeting at the close of balloting.
e. When the voting has closed, the Election Committee will meet privately to tally the ballots and prepare a final report for the BOD. This final report shall indicate total number of votes and total votes received per candidate,
f. All the ballots will be sealed and given to the President to hold until ratified by the Board
g. Election results will be posted on the WHACS website within ten (10) days from the date of ratification by the BOD.
h. The person receiving the largest number of votes for each respective position will be deemed elected and shall assume their respective duties on May 1st.
i. Prior to May 1st, the incoming elected BOD will meet with the outgoing BOD for a transition meeting to ensure continuity of duties. This meeting will be, preferably, the April general meeting as noted herein.
ARTICLE IX - AMENDMENTS TO THE BYLAWS
Section 1: Proposed amendment and/or revision requests must be delivered, in writing, to the President. Within fifteen (15) days, the President will schedule a BOD meeting to discuss the proposed amendments.
Section 2: Proposed amendments will be posted on the WHACS website fourteen (14) days prior to the next regularly scheduled General Membership Meeting.
Section 3: Proposed amendments must be approved by a 2/3rds vote of a minimum of 15% of the regular membership in attendance at a scheduled general membership meeting.
Section 4: Approved amendments/revisions shall be incorporated into the By-Laws and posted on the WHACS website within fifteen (15) days of approval by the membership.
ARTICLE X - FIDUCIARY RESPONSIBILITY
Section 1: All Officers and Directors, both individually and collectively, assume a fiduciary responsibility to the entire WHACS membership. This fiduciary responsibility shall be exercised to the best of their individual, and collective, ability.
Section 2: The BOD shall be authorized to expend, or commit to expend, WHACS funds as defined and limited in the Bylaws.
Section 3: All requests or commitments for funds in excess of budgeted amounts shall be submitted to the BOD for consideration and approval, prior to expending.
Section 4: Recurring expenditures for operating or administrative expenses shall be paid by the Treasurer and reported to the BOD at the next scheduled meeting.
ARTICLE XI - ACCOUNTING OF FINANCES
Section 1: Prior to the end of each fiscal year, the Treasurer shall prepare a budget to the BOD for consideration and approval.
Section 2: The Treasurer shall be authorized to open, close and maintain such checking accounts as approved by the BOD. Such accounts shall be maintained in accordance with appropriate sections of these By-Laws.
Section 3: Authorized signers for WHACS accounts shall be the President, Secretary and Treasurer.
Section 4: Coordinate an annual audit of the Club’s financial records.
ARTICLE XII - WAIVERS
Section 1: Members shall waive all rights and privileges to hold the WHACS liable for any reason. Said waiver will be on the application for membership into the organization and shall be duly signed as a legal instrument.
Section 2: No member may pledge the WHACS in any legal or illegal project. Only the President and the BOD are authorized to make any commitment on behalf of the WHACS. The President, in consultation with the BOD if necessary, shall have the last word of approval, or declination, to maintain the integrity of the organization.
ARTICLE XIII – DISSOLUTION
Upon dissolution of the Corporation, its remaining assets, after payment or provision for payment, of all its debts and liabilities shall be distributed, for one or more exempt purposes within the meaning of Section 501 of the Internal Revenue Code, as amended, or shall be distributed to another Non-Profit Corporation or the Federal, State or local government. Such distribution shall be made in accordance with all applicable provisions of the Laws of the State of Florida applying to Non-Profit Corporations.
Proposal approved by Board of Directors – January 29, 2020
Posted on field Bulletin Board and WHACS website – January 29, 2020
