BY-LAWS OF
BIG PINE BOCCE LEAGUE, INC.
ARTICLE I – OFFICES
The principal offices of the corporation shall be established and maintained at 27923 Snapper Lane, Little Torch Key, FL 33043.The corporation may also have offices at such places within or without the State of Florida, as the Board may from time to time establish.
ARTICLE II – PURPOSES
The purposes for which this corporation has been organized are as follows:
To form a recreational league of Bocce players that will provide a social outlet for residents of the Lower Keys. The League will support local charities, events other not for profit organizations when budget allows.
ARTICLE III – MEMBERSHIP
1. QUALIFICATIONS FOR MEMBERSHIP
Members shall be determined as follows:
The membership of the corporation shall be comprised of the Captains of the individual teams that qualify to play during the seasons of the Bocce League and the Board of Directors in good standing. A member in good standing is defined as a member who has made timely payment of league fees for the season and payment of individual player fees by the team. These fees shall be set and approved by the membership at the regularly scheduled membership meetings.
2. MEMBERSHIP VOTING
All current League Members (Team Captains), in good standing shall have the right to vote upon rule changes and the annual election or removal of Board Members.
3. MEMBERSHIP MEETINGS
The bi-annual membership meetings of the corporation shall be held in August and December of each calendar year on a date to be agreed upon by the Board of Directors. The secretary shall give the Membership proper notice of the meeting. Proper notice is defined as using a minimum of one local media outlet stating the date, time and location at least ten (10) days but not more than fifty (50) days before the scheduled date of the bi-annual meeting.
The presence at any membership meeting of not less than four (4) Captains from each night play is conducted during the season and at least three (3) members of the Board of Directors shall constitute a quorum and shall be necessary to conduct the business of the corporation however, a lesser number may adjourn the meeting for a period of not more than one (1) week from the date previously scheduled and the secretary shall give the membership proper notice of the next meeting. A quorum as herein before set forth shall be required at any adjourned meeting.
A membership roll showing the list of members as of the record date, certified by the secretary of the corporation shall be produced at any meeting of members upon the request of any member who has given written notice to the corporation. Such request will be made at least ten (10) days prior meeting.
4. SPECIAL MEETINGS
Special meetings of the corporation may be called by the President of the Board. The secretary shall give the membership proper notice of the special meeting. Such notice shall state the date, time, location and purpose of the meeting and by whom it was called. The notice shall specify if the meeting is for all Members or Directors only.
5. PROXIES
Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for the member by proxy.
Every proxy must be signed by the member or his attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months form the date thereof unless otherwise provided in the proxy or until no longer in good standing. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law. No one person may act as “proxy" for more than one person at any given time.
6. ORDER OF BUSINESS
The order of business at all meetings of members shall be as follows:
1. Roll
2. Reading of the minutes of the preceding meeting
3. Reports of committees
4. Reports of officers
5. Old and unfinished business
6. New business
7. Good of the league
8. Adjournment
7. MEMBERSHIP DUES
Membership dues shall be set at the bi-annual meeting and approved by the membership.
ARTICLE IV – DIRECTORS
1. MANAGEMENT OF THE CORPORATION
The corporation shall be managed by the Board of Directors which shall consist of not less than three (3) Directors and no more than seven (7). Each Director shall be at least eighteen (18) years of age. Each Director shall be a full time resident of the Florida Keys. A full time resident shall be defined as living in the Lower Florida Keys a minimum of 10 months in a calendar year.
2. ELECTION AND TERM OF DIRECTORS
At the December bi-annual meeting of members, the Membership shall elect Directors to hold office until the next December bi-annual meeting. Each director shall hold office until the expiration of the one year term for which elected. When a Director leaves office prior to the one year term the Director elected in his/her stead shall fill the position for the remainder of the term of his/her predecessor. Newly elected officers may invite the past president of the Board to serve an additional six (6) month term for continuity purposes.
3. INCREASE OR DECREASE IN NUMBER OF DIRECTORS
The number of Directors may be increased or decreased by a majority vote of the members and is never to exceed seven (7). When applicable and deemed as necessary, the Board of Directors may elect a community member from the pool of Bocce players in the League to serve on the Board of Directors for the current season of play only. The bocce league player must be in “good standing” at the time of election and will not serve past the end of the season in which they were appointed.
4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES
Newly created Directorships resulting from an increase or decrease in the number of Directors and vacancies occurring in the Board of Directors for any reason, except the removal of directors without cause, may be filled by a vote of the majority of the directors then in office, although less than a quorum exists, unless otherwise provided in the Articles of Incorporation. Vacancies occurring by the removal of Directors without cause shall be filled by a vote of the entire Membership during a Special Meeting as defined in Article III #4. A Director elected to fill a vacancy shall hold office for the unexpired term of his/her predecessor.
5. REMOVAL OF DIRECTORS
Any or all of the Directors may be removed for cause by a vote of the members or by any action of the Board of Directors. Directors may be removed without cause by a majority vote of the members.
6. RESIGNATION
A Director may resign at any time by giving written notice to the President of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon the receipt thereof by the Board of Directors or such officer, and the acceptance of the resignation shall not be necessary to make it effective. Upon resignation of a Director, the Board of Directors shall appoint a successor who shall serve the unexpired term of his/her predecessor.
7. QUORUM OF DIRECTORS
Unless otherwise provided in the Articles of Incorporation, a minimum of three (3) Directors shall constitute a quorum for the transaction of business or of any specified item of business.
8. ACTION OF THE BOARD OF DIRECTORS
Unless otherwise required by law, a majority vote, if a quorum is present at such time, shall be the act of the Board of Directors. Each Director present shall have one (1) vote.
9. PLACE AND TIME OF BOARD OF DIRECTORS MEETINGS
The Board of Directors may hold its meetings at the office of the corporation or at other such places, either within or without the state, as it may from time to time determine.
10. REGULAR BOARD MEETINGS
The Board of Directors shall conduct a minimum of four (4) meetings per year, two (2) of which, shall be held immediately following the bi-annual meeting of members at the place of such bi-annual meeting of members.
11. ADJOURNMENT OF THE BOARD OF DIRECTORS MEETING
A majority of Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.
ARTICLE V – OFFICERS
1. OFFICES, ELECTION AND TERMS
Unless otherwise provided for in the Articles of Incorporation, the membership shall elect a president, one (1) or more vice-presidents, secretary and a treasurer who shall serve as Directors.
2. REMOVAL, RESIGNATION AND SALARY
Any officer elected or appointed by the membership may be removed by the Board of Directors with or without cause. In the event of the death or resignation of an officer, the Board of Directors in its discretion may elect or appoint a successor to fill the unexpired term. An officer removed from the Board of Directors with or without cause must be elected by the members of the corporation in a special meeting. No Director elected or appointed by the Membership shall receive a salary for performing the duties as an officer of the league.
3. PRESIDENT
The President shall be the chief executive officer of the corporation and shall preside at all meetings of the members and of the Board of Directors. The president shall have the general management of the affairs of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.
4. VICE-PRESIDENTS
During the absence or disability of the president, the vice-president, or if there are more than one, the executive vice-president, shall have all the powers and functions of the president. Each vice-president shall perform such other duties as the Board of Directors shall prescribe.
5. TREASURER
The treasurer shall have the care and custody of all the funds and securities of the corporation, and shall deposit such funds in the name of the corporation in such bank or trust company as the Board of Directors may elect, and shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the corporation, when countersigned by another officer/director, and shall also sign all checks, drafts, notes and orders for the payment of money, which shall be duly authorized by the Board of Directors. Any payment amount $500.00 or more requires two (2) Director signatures. A payment amount under $500.00 shall require only one (1) Director signature. The treasurer shall at all reasonable times exhibit the books and accounts to any director or member of the corporation upon application at the office of the corporation during ordinary business hours. At the bi-annual meeting, the treasurer shall have an audit of the accounts of the corporation, and shall present such audit in writing at the bi-annual meeting of the members and at which time shall also present an annual report setting forth in full the financial condition of the corporation.
At the bi-annual meeting of each season of league play and during the following four (4) weeks, the treasurer shall receive team membership fees and individual player’s fees paid to the league and shall deposit said funds in the name of the corporation in such bank or trust company as the Board of Directors may elect. The treasurer shall then meet with the secretary for posting the receipt and deposit of team membership fees and individual player fees paid to the league.
6. SECRETARY
The secretary shall keep the minutes of the meetings of the Board of Directors and also the minutes of the meetings of the members, and shall have custody of the seal of the corporation and the power to affix and attest the seal to documents when duly authorized by the Board of Directors. The secretary shall attend to the giving and serving of all notices of the corporation, and shall have charge of such books and papers as the Board of Directors may direct. The Secretors shall attend to such correspondence as may be assigned, and perform all the duties incidental to the office. Also, the secretary shall keep a membership roll containing all the names, arranged alphabetically, of all persons who are members of the corporation. Said list shall show the members place of residence, phone number and email address.
During the first three (3) weeks of each season of league play, the secretary shall post the receipt and deposit in the depository for league funds of team membership fees and individual player fees paid to the league. This posting shall be at the Bocce Courts.
7. ASSISTANT SECRETARIES
During the absence or disability of the secretary, or if there are more than one (1), the one (1) designated by the secretary of the Board of Directors, shall have all the powers and functions of the secretary.
8. INSURANCE & LIABILITY
The corporation shall have in place required liability insurance as well as directors & officers insurance. Insurance costs are to be discussed and agreed upon at one of the four (4) required Board Meetings. Proof of insurance shall be presented to any league member that requests such in writing.
ARTICLE VI – CORPORATE SEAL
The seal of the corporation shall be circular in form and bear the name of the corporation, the year of its organization and the work “SEAL”, the words “CORPORATION NOT FOR PROFIT” and the state of incorporation. The seal may be used by causing it to be impressed or affixed directly on the instrument or writing to be sealed, or upon adhesive substance affixed thereto.
ARTICLE VII – CONSTRUCTION
If there be any conflict between the provisions of the articles of incorporation and these by-laws, the provisions of the articles of incorporation shall govern.
ARTICLE VIII – COMMITTEES
The Board of Directors shall determine what Committees are to be formed to benefit the League and its purpose. The Committees shall communicate when necessary with the President of the Board or another appointed Director via email or committee meeting. Committees are to report to the entire membership at the bi-annual meetings.
AMENDMENTS
The by-laws may be adopted, amended or repealed by the members at the time they are entitled to vote. The proposed amendment must be decided upon by a majority vote of league members.
