2017 Board of Directors
Galveston Bay Parrot Head Club Bylaws
I. GENERAL The organization will be called the Galveston Bay Parrot Head Club, hereinafter referred to as the “Club”. The Club’s purpose is to assist in community and environmental concerns and provide a variety of social activities for people who are interested in the music of Jimmy Buffett and the tropical lifestyle he personifies.
A. The Club will not discriminate or harass anyone based on gender, race, creed, color, religious belief or disability and membership will be open to anyone meeting the membership requirements specified in Article II, B & C below.
B. Membership requirements (those meeting the requirements will be Members) will be as follows:
1. Members will pay dues as set forth in these bylaws.
2. Members have an interest in Jimmy Buffett music and the tropical lifestyle he personifies.
3. Members have an interest in community service and environmental concerns.
4. Members have a commitment toward the success of achieving the goals of the Club.
1. Payment of dues by all Members will be made annually by the end of their anniversary month. Only Members who pay their dues, herein referred to as “Members” of the Club, by the end of their anniversary month will be considered a “Member in good standing”. The anniversary month will be the month the Member joined.
2. The Board of Directors can provide a financial waiver or refund of dues as necessary. Requests for such waiver or refund must be submitted in writing to the Board.
D. Removal of Membership
1. Membership may be revoked by a majority vote of the Board of Directors at any time if that Member is found to have misused the Club’s assets (including its membership roster), or any other act that the Board of Directors deems in its sole discretion to be detrimental to the reputation or well being of the Club. The preceding may also be used as reasons for denial of membership to any potential member.
2. Any Member who has not paid their dues by the last day of the month following their anniversary month, will be subject to his or her membership being terminated. Subsequent payment of dues will establish a new membership.
III BOARD OF DIRECTORS
A. The Board of Directors, hereinafter referred to as the “Board”, of the Club will manage all business matters.
B. All elected and appointed members of the Board must be current Club Members in good standing.
C. The Board will be composed of directors having the following titles: President, Vice President, Secretary, Treasurer, Historian, Director of Membership, and Director of Communications.
D. Board of Director terms will run from January 1 of one year to December 31 of the following year (except for the one year terms as outlined in IV B. 1. below). Board members will be elected by a plurality vote of the general membership as described in Article IV.
E. It is the responsibility of the members of the Board to attend the Board of Director meetings and to present, in good faith, the issues and concerns of the Members of the Club who are not members of the Board.
F. The Board will meet at least quarterly. The President can convene additional meetings at his/her discretion or at the request of at least 4 Board members. On rare occasions, email or phone meetings are acceptable as long as every director can hear every other director with regular quorum rules applying and records of such meetings being kept.
G. The quorum for all Board meetings will consist of at least 5 of the 7 members of the Board, represented in person or by proxy.
H. No member of the Board may hold more than one proxy for a meeting of the Board. Any proxy must be in writing.
I. All members of the Board will be entitled to one vote on all matters of administration. A majority vote of the directors in attendance at a meeting at which a quorum is present is required to adopt any motion introduced 2 of 6 at a Board meeting. Any member of the Board that will benefit financially from any matter under consideration by the Board must recuse him/herself from voting.
J. Any member of the Board who fails to attend or submit a proxy for two (2) consecutive Board meetings may be considered to have resigned from that position.
K. Each member of the Board will be responsible for the timely transfer of all documents related to their respective position.
IV ELECTIONS AND VOTING
1. A meeting of the Members for voting on any matter other than for election of directors can be held at anytime for any reason by a majority vote of the Board or twenty-five percent (25%) of the current Members. All voting for the election of directors will be in writing and in person.
2. The Board as a whole or in part will not endorse any candidate for any elected seat on the Board.
3. No later than August 15 of each year, an Elections Chairperson will be selected by the current Board to serve as the individual who takes nominations and counts the votes for the election of directors and counts the votes in all general membership voting matters. This individual will not be a current member of the Board or running for an elected position and must be a Member of the Club. Any person serving as Elections Chairperson may not serve as Elections Chairperson again for two years from the end of their term.
4. Directors shall be elected by a plurality of the votes cast in any election. Voting for any reason not otherwise covered in these bylaws that requires a membership vote will be communicated in writing and all votes will be based on majority votes of present membership or responding Members if the vote is held by mail/email. Only Members in good standing at the time any such election or voting is advertised will be eligible to vote.
5. Any item(s) to be voted on by the general membership, except election of directors, must be communicated to the Members at least one (1) month prior to the deadline for voting. The Elections Chairperson will determine the deadline by which mail-in votes must be postmarked and only those responses will be counted.
5A) Beginning 2015, all club members in good standing as of October 1, shall be allowed the option to vote in the clubs’ Director Election via email, providing said club member has a valid email address on file with the clubs’ Director of Membership. The responsibility of which, falls upon said member, to verify that it is up to date by Oct. 1 of the voting year. One vote per email address, unless membership records show 2 persons per household share one common email address. A record of email votes shall be given by the Election Chair, following the election, to the clubs’ Vice President who will retain such records for 1 full year. Email voting, for Director Elections, shall be conducted between the same time frame announced by the Elections Chair and ending at the onset of the announced “All Hands on Deck” meeting.
By Laws addendum 5A – Enacted 11/2014
6. For voting by mail, the ballot will contain the name and address to which the ballot must be returned with a clear communication of the deadline for voting.
7. The Club is not required to pay return postage on any ballots.
8. The Elections Chairperson can be removed for failure to perform any of his/her duties in a timely and objective fashion by a majority vote of the Board (such majority vote to be deemed conclusive evidence of such failure).
B. Election of Board of Directors
1. Beginning with the election of directors in 2007, the positions of President, Director of Membership, Historian and Director of Communication will be elected for two year terms, serving from January 1, 2008 until December 31, 2009. During these same elections, the positions of Vice President, Secretary and Treasurer will be elected for one year terms, serving from January 1, 2008 until December 31, 2008. For Directors elected to commence service January 1, 2009, all Director positions will be elected for two year terms. All directors serving in 2007 will have their term position extended until December 31, 2007.
2. The Elections Chairperson will call for nominations no later than September 1 of each year and will accept nominations until September 30th of said year. The Elections Chairperson will compile a list of nominations and seek acceptance or refusal of the nomination from the individuals nominated.
3. Each position should have at least one candidate nominated. Members may nominate themselves or other Members.
4. The Elections Chairperson will present the slate of candidates to the current President no later than October 5th of each year for distribution to the general membership in writing.
5. The Elections Chairperson will distribute ballots to the Members in writing, no later than October 15, by email for those that have email addresses on file with the Club and by US Postal services mail to those Members that do not have email addresses on file. For any Member whose email ballot is returned as “undeliverable”, a ballot will be sent to them as soon as possible by US Postal services mail. It is the Member’s responsibility to keep the Club’s Director of Membership advised of any email address changes. Any ballots sent by US Postal services mail will be at the Club’s expense.
6. A general membership meeting (All Hand’s Meeting) will be scheduled for the second Sunday in November. Only Members in good standing as of October 1 will be eligible to vote in the director elections. The Director of Membership will furnish a list of Members in good standing that are eligible to 3 of 6 vote to the Election Chairperson no later than October 15. Voting will be done in writing and in person at the above mentioned All Hand’s Meeting and at the three (3) Happy Hours preceding the above mentioned All Hand’s Meeting.
7. All ballots must be received by the Elections Chairperson by the above mentioned All Hand’s/Election Meeting. The ballots must be counted by the Elections Chairperson and witnessed by no less than one (1) Member of the Club and one (1) non-member, selected by the Elections Chairperson. The results of director elections must be reported to the Board and all nominees within 48 hours. The actual number of votes cast for each nominee will be reported to each nominee by the Elections Chairperson.
8. In the case of a tie vote in any director election, the election will be decided by a fifteen (15) day extension of the voting period for that position only. The candidates for the tied position will campaign at their own pace during the extension period. The same rules for ballots will apply during the extension period.
9. The Elections Chairperson will keep a paper copy of all nominations and ballots for a period of one year following the election. At that point, all records may be destroyed.
10. Any nominee who wishes to challenge the results of the director election will be given an opportunity to have the ballots recounted in their presence by the Elections Chairperson.
C. Removal of Directors
1. A petition signed by twenty-five percent (25%) of the current Members may be submitted for the recall of any elected director (“recall elections”) for any of the following reasons:
a. Inability or failure to execute the duties of his or her position.
b. Misuse of the Club’s assets or gross negligence in their position, omissions or actions determined by the Board to be a detriment to the Club.
2. The requirements of paragraph IV. A. 1 will not apply to recall elections
3. Upon presentation of such a petition to the Board (or if the entire Board is subject to the recall election, the current Election Chairperson), such Election Chairperson will conduct voting for recall elections.
4. Balloting rules per paragraph IV will apply, except that the designated date for the final receipt of ballots will be no less than 30 days nor more than 60 days from the date the ballots were communicated in writing to the Members.
5. In recall elections, a minimum vote of thirty percent (30%) of the Members must be received in order to affect a recall. A simple majority of the ballots cast will determine rejection or approval.
6. The President will inform the membership in writing of the results no later than ten (10) days following the certification of the election by the Elections Chairperson.
1. Should the position of President become vacant, the Vice President will automatically be named President and exercise all duties, rights, and responsibilities of the President’s position for the rest of the remaining term.
2. Should the position of Vice President become vacant, the President will choose a member of the current Board, with the approval of the majority of the remainder of the Board, to assume the position of Vice President for the rest of the remaining term.
3. If any other elected position becomes vacant, that position may be filled by a vote of the remaining members of the Board.
V DIRECTORS AND DUTIES
1. The President will be the Chief Executive of the Club, in charge of the business and affairs of the Club and have such duties exercised by such a director in that position.
2. The President will be the official liaison with other local groups and any other organization with which the Club wishes to communicate.
3. The President will preside over all meetings of the Board and general membership.
4. The President will be the official liaison between the Club and Parrot Heads in Paradise, Inc. and Margaritaville, Inc as provided for by the Bylaws of Parrot Heads in Paradise, Inc. and prescribed by the guidelines set forth by Jimmy Buffett and Margaritaville, Inc.
5. The President will be the official liaison between the Club and all beer and liquor manufacturers, their agents and distributors, unless otherwise delegated by the President.
6. The President will be exclusively responsible for communications to the general Club membership and other Clubs in Parrot Heads in Paradise, Inc. unless otherwise delegated by the President.
7. The President will have the authority to write checks from all Club checking accounts in the absence of the 4 of 6 Treasurer.
8. The President will be listed as the Administrator of all accounts pertaining to the Club website and the Club’s domain name.
9. The President will have the responsibility of making sure that adequate activities are planned and implemented for the general membership.
10. The President will be an ex-officio member of all committees.
B. Vice President
1. The Vice President will actively assist the President in administrating the business of the Club and preside in the absence of the President.
2. The Vice President will be responsible for maintaining the Club’s point system for concert tickets.
3. The Vice President will perform all other duties incidental to the director in this position or as assigned by the President or the Board.
4. The Vice President will be responsible for maintaining the historical records of the Club including official meeting minutes and financial records for a period of at least seven years (and turning over these records to the succeeding Vice President).
1. The Secretary will keep minutes of all the Board of Director meetings and general membership meetings.
2. The Secretary will furnish copies of the minutes to all members of the Board within three (3) weeks following any Board meeting.
3. The Secretary will respond or correspond with other groups or individuals as requested by the Board or President.
4. The Secretary will be responsible for forwarding all meeting minutes to the Vice President within thirty (30) days of the end of each calendar year.
1. The Treasurer will manage all accounting and financial activities of the Club.
2. The Treasurer will maintain adequate books for the Club according to accepted accounting practices and will provide regular reports for each member of the Board.
3. The Treasurer will have the books of the Club ready for examination by any member of the Board upon request.
4. The Treasurer will maintain the Club’s checking account and will file all official tax or financial papers on an annual or “as needed” basis in compliance with federal, state and local laws.
5. The Treasurer will be responsible for forwarding the financial records of the Club to the Vice President within thirty (30) days of the end of each calendar year.
1. The Historian will be responsible for the documentation of all Club events photographically.
2. The Historian will be responsible for the updating of Club scrapbooks and photo albums and being sure the aforementioned are available at all Club functions.
3. The Historian will be responsible for delivering pictures electronically or otherwise to the Web Consultant for posting on the Club’s website.
F. Director of Membership
1. The Director of Membership will be responsible for welcoming new members, including a personal welcome, both by phone or e-mail and in person at their first event.
2. The Director of Membership will deliver a packet of information to all new Members that have no email address that contains the following: a nametag, the Club history, bylaws and the Club’s connection to Parrot Heads in Paradise, Inc., including concert ticket policies and a list of the phone numbers and email addresses of all members of the Board and Executive Committee and any other information the Board deem pertinent.
3. The Director of Membership will deliver to all new Members that have email addresses and internet access, a nametag and any other information the Board deems pertinent and will direct all these new Members to the pertinent section of the Website to obtain the Club history, bylaws and the Club’s connection to Parrot Heads in Paradise, Inc., including concert ticket policies and a list of the phone numbers and email addresses of all members of the Board and Executive Committee.
4. The Director of Membership will notify Members of the renewal anniversary of their memberships by sending them an e-mail or letter with an application attached no later than the last day of the month prior to 5 of 6 their anniversary month.
5. The Director of Membership will provide a list of new Members and a list of Members who have Birthdays in the upcoming two months to the President for publication to the Club.
6. The Director of Membership will provide manpower to man membership tables with knowledgeable and enthusiastic Members at designated events.
7. The Director of Membership will be responsible for maintaining the official Club roster.
G. Communications Chairperson
1. The Director of Communications is responsible for the creation, maintenance and direction of a Phone Committee to communicate with the general membership at the direction of the President.
H. Charities Director
- Shall be Club liaison with any and all community organizations which the Club wishes to assist.
- Shall organize charitable and community fundraising functions as needed.
- Shall record, at each Club charitable function, the names and amount of man hours donated, of those in attendance.
- Shall maintain an ongoing list of charity functions, participants, man hours worked, and money and goods donated throughout the year and provide this info to the Club Vice President.
- Shall communicate, on a timely basis, with the Board on any charitable ideas, functions and upcoming events and, if needed, request seed money for any supplies needed to help in the participation of such event.
I. Phun Director
- Shall set up the logistics of any and all functions known as Phlockings
- Shall be responsible for informing the membership of time, date and location of all club social activities and proper attire.
- Shall prepare and present to the Board, with input from the proper Event Chair, an activity/wrap-up sheet (which consist of hours, monies raised, attendance and any suggestions for that event going forward) within 30 days of completion of the event held.
- Shall help nominate any Event Chair Person needed to head events proposed for club participation, such as Mardi Gras Parade, Chili-Cook-Off, Riddles In the Sand, Birthday Party, etc. and will be the liaison between the Chair and the BOD.
- Will help maintain the club and South Region event calendar on a timely basis.
(Charity Director and Phun Director positions added 11/2016 per approval by membership vote / effective 01/01/2017)
VI APPOINTIVE CHAIRPERSONS/EXECUTIVE COMMITTEE
A. Appointive Chairpersons
1. The President can select any Member, subject to a majority vote of the Board, to serve in any committee chairperson position(s) that the Board has created.
2. The tasks of the appointed chairperson and his/her committee will be defined by the Board.
3. Committee members serve at the discretion of the committee chairperson in charge of that committee.
4. The committee chairperson may be removed by a majority vote of the Board.
B. Executive Committee
1. The Executive Committee will consist of the current Board members, as well as additional Members (including chairpersons) appointed by the Board.
2. No appointed member of the Executive Committee will have a vote in any Board decision.
3. The Board may appoint event chairpersons who will become a non-voting member of the Executive Committee from the time of their appointment until the date of the event for which they were appointed.
4. Marcy Delesandri is recognized as the founder of the Club.
VII CONTRACTS, CHECKS, DEPOSITS AND FUNDS
A. Only the President will have the authority to enter into any contract or execute and deliver any instrument in the name and on behalf of the Club. All contracts must be approved by a majority of the Board. No Club Member will have the authority to represent the Club in any capacity, function or event without the written authorization of the Board.
B. The Treasurer and/or the President must sign all checks, drafts, or other orders for the payment of monies, notes or other evidence of indebtedness issued in the name of the Club.
C. The President may approve a purchase up to $100 per occurrence without prior approval from the Board. All other purchases must be approved by a majority vote of the Board.
D. Submission of director receipts for reimbursement will be approved in the same manner except the director will be ineligible to vote on the issue of reimbursement
E. Reimbursement of expenses to any Member who has incurred expenses on behalf of the Club must be accompanied by a written request for reimbursement to the President or Treasurer within 60 days of the incurrence of the charge. Proper documentation including receipts must be submitted for consideration.
F. Mileage reimbursements will be equal to the current IRS allowance.
G. The Board may accept, on behalf of the Club, any contribution, gift, bequest or device.
H. Any property belonging to the Club will not be used or consumed by any person without consent of the Board following a majority vote of same. The term “property” includes all property real or personal, tangible or intangible, which may be owned, created by or in the possession of the Club absent an overriding legally enforceable contract.
I. The fiscal year for the Club will begin on January 1 and end on December 31.
J. The following statement is to be added to each and every membership directory: “This directory is for the exclusive use of Club Members of the Galveston Bay Parrot Head Club. It is not to be utilized for any purpose not directly associated with the Galveston Bay Parrot Head Club, nor is it to be released to other parties without the express written consent of the Board of Directors of the Galveston Bay Parrot Head Club.”
K. All special events should be financially self supporting. If a deficit appears likely, it will be reported to the Board promptly.
L. A majority vote of the Board is required before a member of the Board may accept payment or compensation of 6 of 6 any sort for time and services related to Club functions. All Members should be encouraged to donate their time and services for the benefit of the Club.
M. The Club will retain their expenses plus no more than 20% of the monies raised at any Club sponsored fundraiser. The above stated portion can be modified on a case-by-case basis by majority vote of the Board.
N. The Club is recognized as a not-for-profit social club and as such will adhere to the rules and regulations of IRS Publication 557.
VIII AMENDMENT TO BYLAWS
A. Amendments to these bylaws may be proposed by a petition signed by 50 Members or 20% of the total membership (whichever is less) and presented to the President. The Board can present, for general membership vote, any amendments to the bylaws which have been approved by the Board by a majority vote.
B. Balloting rules of a regular election will apply, except that the Board may adjust balloting dates to meet the need, with no less than one (1) month notice for voting per Article IV. A.5.
IX ADOPTION OF BYLAWS
A. Adoption of the bylaws or revisions thereof, which are approved by majority vote of the Board, will be ratified by a majority vote of the general membership voting on any such adoption or revision.
B. Any revisions to the bylaws will go into effect at 12:01am the day following certification by the Elections Chairperson of the results of the voting of the general membership on any such proposed revisions. X RULES Any issue not covered in these bylaws will be governed by Roberts Rules or Order, Second Edition, (first printing, May, I998). Revised XXXXXXXXXXX, 2006 Final draft