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BY-LAWS
OF THE
JACKSONVILLE ROWING CLUB, INC.


ARTICLE I.

The name of this corporation is Jacksonville Rowing Club, Inc., duration shall be set forth in the corporation's Articles of Incorporation.

The directors may establish offices and places of business of the corporation in Florida or elsewhere as they deem proper.

Except as from time to time otherwise determined by the directors, the fiscal year of the corporation shall end on the last day of June of each year.

ARTICLE II.

The Corporation seal shall be that shown by the impression hereon. It may be used by causing it or a facsimile thereof to be impressed, affixed or in any manner placed on documents of the corporation.

ARTICLE III.

The annual meeting of the members of the corporation shall be held on or around the third Saturday in January of each year (or on the next business day if that day is a legal holiday) at such time and place as the directors may determine.

Bimonthly Meetings. Bimonthly meetings of the Board of Directors and members of the corporation may be held at the principal office of the corporation, or elsewhere, as specified in the notice of call of such meetings at an hour fixed in the notice of call thereof for the purpose of transacting any business authorized or required to be transacted.

Special Meetings. Special meetings of the members may be called by the President, the Board of Directors, or by any group of members of the corporation which shall constitute two-thirds in number of the total members of the corporation.

Notice of Regular or Special Meetings. Notice of the bimonthly, and of all special meetings, or any other meetings of the members shall be given to such members at least five (5) days before the date of any such meeting. Notice of any meeting may be given in writing, or in person or by telephone or telegraph.

Quorum. At any meeting of the Board of Directors and members of the corporation, one-half of the Board of Directors being present in person shall constitute a quorum for all purposes, except when otherwise provided by law, the corporation's Articles of Incorporation, or these by laws. If a sufficient number of Board members are not present to constitute a quorum, the Directors and members present may, from time to time, adjourn the meeting until a quorum is retained.

Voting. Each member shall have one vote at any meeting of the corporation's members and such vote may be case in person or by proxy.

ARTICLE IV.

Membership. The members of the corporation shall be (a) the directors of the corporation then in office and (b) those persons who have (i) submitted an application for membership to the Board of Directors, (ii) been accepted as members by the Board of Directors, and (iii) paid their annual membership dues.

Election of Corporation Directors. At the organizational meeting of the incorporators and at each January meeting of the Directors and members of the corporation there shall be elected a Board of Directors composed of no less than eight (8) members. At the January meeting of the directors and members of the corporation, a nominating committee of the Board of Directors shall present a slate of nominees for the Board of Directors. All Directors shall hold office until their successor shall be elected and qualified or until they be sooner removed as provided in Section 8 of Article IV of these by-laws for a term of two years, with four Directors rotating off the Board of Directors or subject to re-election at the next annual meeting. It shall not be necessary for a person to be a member of the corporation to be eligible for election to the Board of Directors. Unless any person so elected shall, within ten (10) days after notice of his or her election, signify his or her refusal to act as a Director of the Corporation, he shall be presumed to have accepted his or her election as Director. The corporate powers, business and property of the corporation shall be exercised, conducted and controlled by the Board of Directors.

Meetings. Special meetings may be called by the President or any other members of the Board of Directors at any time. Otherwise, a majority of the Board of Directors shall be required to attend the regular bimonthly meetings.

Election of Non-Corporation Directors. At each January meeting of the Directors and members of the corporation there shall be presented to the corporation the names of no more than four (4) members of the community who will serve as Directors of the corporation but who shall represent the interests of rowing organizations outside of the corporation. All non-corporation directors shall serve a term of one year. If the non-corporation rowing organizations do not present individuals to serve as Directors then the members of the corporation shall elect such representatives from the community. Unless any person so elected shall, within ten (10) days after notice of his or her election, signify his or her refusal to act as a Director of the Corporation, he shall be presumed to have accepted his or her election as Director]

Special Meetings of Non-Corporation Directors. The corporation shall sponsor the organization and maintenance of special meetings of the non-corporation directors for the purpose of discussing, analyzing, and solving issues common to the general area-wide rowing community, so called "global rowing issues". At these meetings the corporation shall be represented by the President of the corporation, or his designee and in all respects at these special global meetings the corporation shall act as a non-corporation director. It is intended that the special global meetings may be held independently of the meetings of the corporation. A majority of the total of non-corporation directors shall be a quorum for the transaction of business of the special global meetings and the affirmative vote of a majority of these non-corporation directors shall be necessary to pass any resolution or authorization of an act.

Notice of Meetings. Notice of regular, or any special monthly meetings of the Board may be given verbally, by telephone, by telegraph or by writing provided sufficient time is given each Director to attend such meeting: provided, however, that any meeting may be held upon five (5) days notice in any event.

Quorum. A majority of the total number of Directors shall be a quorum for the transaction of business and the affirmative vote of a majority of these Directors shall be necessary to pass any resolution or authorization of a corporate act, except as otherwise provided in the corporation's Articles of Incorporation or these By-Laws.

During the interim between the regular membership bimonthly meetings, if any business must be transacted, a majority vote of the Board of Directors on that matter shall suffice.

Compensation. No member of the Board of Directors shall receive any compensation for his or her services as a Director. No officer, agent or employee of the corporation shall receive any compensation for services unless authorized by the affirmative vote of a majority of those present and voting at any regular or special meeting of the members of the corporation.

Vacancies in the Board. The members of the corporation at any meetings, either general or special, may remove any Director with or without cause by majority vote, and fill the vacancy thereby created and such person elected to fill said vacancy shall hold office until his or her successors shall be elected and qualified or until he or she be sooner removed as herein provided. Any vacancy in the Board of Directors due to resignation, death or other disqualification, shall be filled by the members of the corporation Board subject to the same terms and conditions set forth above regarding removal.

ARTICLE V.

It shall be the duty of the Board of Directors:

o To keep a complete record of all its acts and of the proceedings of its meetings, showing in detail the condition of the affairs of the corporation.

o To manage and supervise, subject to the provisions of the corporation's Articles of Incorporation and of these by?laws, the business and affairs of the corporation and to supervise all officers, committees, agents and employees, and to see that their duties are properly performed.

o To install such a system of bookkeeping and auditing that each member may know and be advised fully from time to time concerning the receipts and disbursements of the corporation.

ARTICLE VI.

The officers of the corporation shall be the President, Vice-President, Secretary and Treasurer, together with any other administrative officers which the Board of Directors may see fit in its discretion to provide or by resolution entered upon its minutes. The President, Vice-President, Secretary and Treasurer shallbe elected from the Board of Directors. It shall not be necessary for other administrative officers, if prescribed for as aforesaid, to be members of the Board of Directors. All officers shall serve a term of one year, unless sooner relieved by the Board of Directors.

ARTICLE VII.

If at any time the President shall be unable to act, the Vice-President shall take his or her place and perform his or her duties; and if the Vice-president shall be unable to act, the Board shall appoint one of the Directors to do so. The President or such Vice-President or Director:

o Shall preside over all meetings of the members of the corporation and Directors.

o Shall sign, as President, all contracts and instruments which have been first approved by the members of the corporation and/or the Board of Directors.

o Shall call the directors together whenever he or she deems it necessary, and shall have, subject to the advise of the Directors, direction of the affairs of the corporation and shall discharge generally such other duties as may be required by these by-laws or by the Board.

ARTICLE VIII.

It shall be the duty of the Vice-President:

o To perform the duties of the President if at anytime the President is unable to act for any reason.

o To be responsible for the operation and maintenance of any facilities and equipment operated or owned by the corporation.

o To discharge such other duties as pertain to said office or may be prescribed by the Board of Directors.

ARTICLE IX.

It shall be the duty of the Secretary:

o To keep a record of the proceedings of the meetings of the Board of Directors and of the members.

o To keep the corporate seal and to affix the same to all papers requiring a seal.

o To discharge such other duties as pertain to said office or may be prescribed by the Board of Directors.
ARTICLE X.

It shall be the duty of the Treasurer:

o To receive and deposit all funds of the corporation and account for all receipts, disbursements and balance on hand.

o To furnish a bond in such form and in such amount, if any, as the Board of Directors may from time to time require.

o To provide an accounting of each month's financial activity at each regular monthly meeting.

o To discharge such other duties as pertain to said office or may be prescribed by the Board of Directors.

ARTICLE XI.

The funds of the corporation shall be deposited in such bank or banks as the Treasurer of the corporation shall designate. All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be executed by two (2) officers of the corporation as shall be determined by resolution of the Board of Directors.

Dues. The dues of this corporation shall be paid on an annual basis. The dues rates will be determined by the Board of Directors and voted upon by the membership. Delinquency of one (1) month shall preclude or restrict the member from voting and usage of corporation equipment available for corporate members. Delinquency of one month shall restrict members from competing in the name of the corporation. Upon payment of delinquent dues, the dues will be applied to the original due date.

Donations may be made to the corporation at any time by any person. The funds from the donations may be used for designated purposes only when the donor requires it. Donations not earmarked may be used as the Board of Directors and members deem necessary.

The books, receipts and disbursements of the corporation shall be audited once a year by two (2) members of the corporation other than the Treasurer. The books of the corporation shall be open to inspection at any time by any paid member of the corporation.


ARTICLE XII.

These by?laws may be altered or amended at any meeting of the membership of the corporation called for that purpose and at which not less than a majority of the membership present and voting, shall vote in favor of such alteration or amendment.

JK2/113912.1

 



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