THE VILLAGES WOODWORKERS CLUB INC.
BY-LAWS
As Revised and
Approved
October 1, 2006
ARTICLE I:
ORGANIZATION NAME AND LOCATION
THE VILLAGES WOODWORKERS CLUB INC. (VWC)
ARTICLE
II - PURPOSE
The Villages Woodworkers Club Inc. is a non-profit
corporation organized, under the laws of the State of
A. Provide a forum for discussing and solving woodworking problems;
B. Promote woodworking skills through classes, lectures, demonstrations, and other educational techniques;
C. Obtain, use, and maintain facilities and equipment appropriate for woodworking activities;
D. Utilize the equipment and the knowledge and skills of the members to engage in woodworking activities that are beneficial to The Villages and surrounding Communities;
E. Promote good fellowship among the members.
In conformity with the non-profit purpose of the Corporation no member of the VWC shall profit monetarily from the activities of the Corporation and none of the equipment or facilities may be used for commercial purposes.
ARTICLE III - MEMBERSHIP
SECTION 1. Any resident of The Villages possessing a valid Villages ID Card is eligible for membership in the VWC upon completion of an application, payment of the Capital Fund Fee (article III section 2), and the annual membership dues.
SECTION 2. A, one-time, Shop Initiation Fee is paid by all members, in addition to annual dues. The Shop Initiation Fee is non refundable.
SECTION 3. The Board of Directors determines the amount of the Shop Initiation Fee and the annual dues.
SECTION 4. MEMBERSHIP RESPONSIBILITIES:
All members must:
a. Complete the Certification Program and affirm that he/she knows how to use the tools and equipment safely.
b. Observe the Rules and Regulations regarding the use of the Facilities and Equipment as established, by the Board of Directors and/or the Safety and Training Committee.
c. Sign a continuing irrevocable waiver/hold harmless in favor of the Corporation, its Directors, Officers, other Members, and The Villages CDD-RADD and its Recreation Department.
d. Meet Monitor responsibilities as set by the Board of Directors.
e. Do nothing to harm members or put continued use of the Facilities and Equipment in jeopardy.
SECTION 5. MEMBERSHIP CANCELLATION
Membership may be cancelled for dereliction of responsibilities. The Board of Directors will make cancellation determination, with written notification provided to the member. Dereliction of responsibilities includes:
a. Failure to meet Monitor obligations
b. Repeated misuse of equipment
c. Theft of equipment or materials
d. Conduct inappropriate to the purpose of the VWC
A cancelled member may appeal to the General Membership at a subsequent meeting. Cancellation of membership will result in no refund of any fees.
ARTICLE
IV - BOARD OF DIRECTORS
SECTION 1. The Board of Directors shall be responsible for the control and management of the affairs, property, activities, policies and interests of the Corporation and shall exercise all powers of the Corporation except as may be otherwise provided in the Articles of Incorporation.
SECTION 2. In 2007 the Board will transition from seven (7) to nine (9) Directors elected by majority vote of the general membership. Voting is accomplished at the Annual Meeting each January, with absentee ballots available up to two weeks prior to the Annual Meeting.
All votes are totaled at the Annual Meeting and the elected Directors are declared.
In January 2007, Three Directors will be selected for a one-year term; Three Directors will be select for a two-year term; and, Three Directors will be selected for a three-year term.
In January 2008, and all subsequent years, Three Directors will be selected for a three-year term.
A Director who has served two consecutive terms must wait one year before serving again.
SECTION 3. The regular Board meeting will be held on the last Thursday of the month, unless called otherwise by the chairman, who will give one weeks notice of said change. Meeting minutes will be published on the web site for three months after which the notes can be accessed at the club. Roberts Rules of Order with respect to proposals will be adhered to for purpose of clarity.
SECTION 4. An Annual January Meeting of the Board shall occur immediately after the Annual Membership Meeting at the same place of such Meeting. Regular Meetings for the ensuing year shall be established at such first meeting; thereafter no special notice need be given as to the time and place of such Regular Meetings. Special meetings of the Board may be called by any two Board Members or by the President of the Corporation by written or voice notice no less than one day prior to the time of such notice. Such notice shall specify the subject matter to be discussed at such special meeting. Any Director may waive notice. The President of the Corporation shall attend all Board Meetings and report to the Board on the activities of the Corporation since the prior Regular Meeting. The President may be a Director but if not elected to such office he/she nonetheless shall be an ex officio member of the Board without the power to vote on subjects brought before the Board for action. The Secretary of the Corporation shall attend all Board Meetings and record in the form of Minutes all matters discussed and actions taken at such meeting.
SECTION 5. At the Annual Meeting of the new Board the members thereof shall elect a Chairman who may or may not be the President of the Corporation. While any Director may bring matters to the attention of the Board at any Regular Meeting, the Chairman shall have the responsibility to provide an agenda for the orderly conduct of each Regular Meeting. A majority of the Board members shall be necessary for the Board to take any action binding on the Corporation. In the absence of a majority the members present may adjourn the meeting until such time and place as a majority may be present.
SECTION 6. Any action adopted by a majority of the Board present and voting at any Board Meeting at which a quorum is present shall be in the form of a resolution faithfully recorded by the Secretary of the Corporation in the Minutes of the meeting and shall thereupon become the action of the Corporation with the same force and effect as if adopted unanimously by the whole Board.
The Board may also act through a unanimous written consent setting forth the exact action or resolution being adopted by the Board and signed by all members thereof and further endorsed by the President and Secretary.
SECTION 7. The Board may also act through unanimous written consent signed by all Board members and endorsed by The President and The Secretary.
SECTION 8. Board members are expected to attend all Board Meetings and General Membership meetings. Three consecutive absences may result in the member being asked to resign from the Board.
SECTION 9. A board member may resign at any time by providing The Secretary written notice.
SECTION 10. A vacancy in the Board will exist in the event of the death, resignation, or removal of any member.
SECTION 11. A majority vote of the entire Board of Directors is required for the removal of a Director.
SECTION 12. The Chairman of the Board, with Board approval at the next meeting, may appoint any qualified member to fill the remaining term of a former Board member until the next annual meeting.
ARTICLE V: CLUB
OFFICERS
SECTION 1. At The Annual Meeting, the newly elected Board selects the Club Officers, for the following year, including: Chairman, President, Vice President(s), Office Administrator, Assistant Office Administrator, Secretary, Assistant Secretary, Treasurer, and Assistant Treasurer.
The Chairman must be a Board Member, selected by the majority of the Board. The remaining Officers are selected by the Board and may or may not be members of the Board.
The Officers will serve until their successor has been selected, or until their resignation, death, or removal by The Board.
SECTION 2. The Officers function as follows:
The Chairman is the chief operating officer of the Corporation, and manages the affairs of the Corporation between Board meetings, establishes the agenda and presides at the Board Meetings.
The President is responsible for daily operation of the Shop, in accordance with the policies, resolutions, and directives of the Board, presides at all membership meetings.
The Vice President(s) has the duties described by the Board, and assumes the powers of the President in the event of absence, death, or incapacity until the Board may select a replacement.
The Secretary maintains minutes of all Board and Membership
meetings; maintains a list of all active members; ensures that only members of
good standing vote at membership meetings; and is responsible for filings with
the Florida Secretary of State necessary to keep the Corporation in good
standing under
The Assistant Secretary assumes the duties of The Secretary in the event of absence.
The Treasurer is in charge of all funds: receiving and depositing dues, fees, donations, and other income; paying all bills; and filing of tax returns required to maintain non-profit status.
The treasurer keeps current financial records and presents a financial status to the Board at the monthly meetings, and at the annual General Membership Meeting. All financial records are submitted for audit at the end of each calendar year. Two (2) Board members, in addition to The Treasurer, are authorized to sign checks for the Corporation. The Treasurer and one other signature are required for checks over $250. The Board of Directors shall approve any expenditure exceeding $500.
The Assistant Treasurer assumes the responsibilities of Treasurer in the event of absence.
ARTICLE VI
- COMMITTEES
SECTION 1. The Board shall determine what committees would be helpful to the Board in the performance of the Board’s duties and shall specify the duties of each such committee.
SECTION 2. The Board shall appoint committee chairpersons who should coordinate with the President but report only to the Board for official action.
SECTION 3. The chairman of a committee may enlist additional help from the general membership as required to carry out his/her duties.
ARTICLE VII
- MEMBERSHIP MEETINGS
SECTION 1. Regular meetings of the membership shall be held the second Tuesday of the month unless otherwise designated by the Board of Directors.
SECTION 2. The Annual Meeting of the membership shall be held concurrently with the regular January meeting at the place regularly designated for meetings, unless the Board fixes another date and place for such meeting and so notifies the membership not less than thirty (30) days before said meeting.
SECTION 3. Special meetings of the membership may be held as deemed necessary by the Board of Directors. The membership shall be notified in writing of the date, time, location, and subject matter to be considered at such a meeting at least ten (10) days in advance thereof.
SECTION 4. A majority of the membership in good standing present in person or voting by proxy or absentee ballot shall constitute a quorum for the transaction of business at all membership meetings.
SECTION 5. Each member in good standing shall be entitled to cast one vote on all matters submitted to a vote of the membership.
SECTION 6. Roberts Rules of Order will be adhered to at membership meetings for the purpose of order and recording information.
ARTICLE VIII - NOMINATION AND ELECTION OF DIRECTORS
SECTION 1. The President appoints a Chairperson for the nominating committee, who will select at least three members in good standing, at least three (3) months prior to the Annual Meeting. The committee’s task is to propose a slate of candidates to serve on the Board of Directors. No member of the Board can serve on the committee.
SECTION 2. The committee will present the Board candidates at the monthly membership meeting, two months prior to the Annual Meeting. Additional nominations from the floor will be accepted during this meeting. Each proposed candidate must indicate a willingness to serve if elected.
SECTION 3. At the membership meeting one month prior to the election, the Nominating Committee Chairperson will conduct a table discussion with each of the Board candidates, regarding their qualifications and objectives for serving on the Board. Each candidate will prepare a statement, not to exceed one paragraph, which will be e-mailed to each active member one month prior to the election, and be posted at the shop.
SECTION 4. In the event there are more candidates than the number of vacancies, a secret ballot vote will be taken.
SECTION 5. The Secretary presides over the election process, and announces the newly elected Board members at the conclusion of the Annual Membership Meeting.
ARTICLE
IX - DEDICATION OF ASSETS
SECTION 1. The properties and assets of the VWC are irrevocably dedicated to the purposes of the non-profit Corporation. No part of the net earnings or assets, due to dissolution or otherwise, will inure to the benefit of any member, or non-member, except as reasonable compensation for services rendered.
SECTION 2. A special meeting to consider dissolution requires thirty (30) days notice to members.
SECTION 3. Upon dissolution of the VWC, the Board of Directors will, after arranging for payment of all liabilities, will dispose of remaining assets. The Board will make a determination of how the assets may be distributed. The proposed plan will be presented to the members during a special meeting. Approval will require a majority vote of the members present.
SECTION 4. Following dissolution, no member may use the name “The Villages Woodworkers Club Inc.” to start a new group for a period of two (2) years. This is to protect former members from misrepresentation.
ARTICLE X -
AMENDMENTS
SECTION 1. These by-laws may be amended at any membership meeting provided a written notice stating the proposed amendment is provided to the members not less than thirty (30) days prior to the date of the meeting at which the proposed amendment is to be considered. The amendment shall become effective upon adoption by a majority of members voting.
Revised: October 10, 2006