Society By-Laws

 

THE SAINT ANDREW’S SOCIETY OF SOUTHWEST FLORIDA, INC.

BY-LAWS

Amended and Restated 3 April 2019

TABLE OF CONTENTS

ARTICLE I – TITLE

ARTICLE II –OBJECTIVES 

ARTICLE III – NON-PROFIT STATUS 

ARTICLE IV –MEMBERSHIP 

ARTICLE V –ANNUAL DUES 

ARTICLE VI -MEETINGS OF THE MEMBERS OF THE SOCIETY 

ARTICLE VII – BOARD OF DIRECTORS 

ARTICLE VIII -OFFICERS 

ARTICLE IX – DUTIES OF OFFICERS 

ARTICLE X –AMENDMENTS TO BY-LAWS 

ARTICLE XI – NOTICES 

ARTICLE XIV – FISCAL YEAR 

ARTICLE XV – SUBORDINATION TO LAW 

ARTICLE I – TITLE

The name and title of this corporation, as set out in its Articles of Incorporation, is “The Saint Andrew’s Society of Southwest Florida, Inc. (hereinafter “Society”).

ARTICLE II – OBJECTIVES

The objectives of the Society are to educate its members and the general public about Scottish heritage, history, culture, literature, its visual and performing arts, customs and traditions and to provide assistance, financial and otherwise, to deserving students to study in Scotland.

ARTICLE III – NON-PROFIT STATUS

    1. The Society is a Florida non-profit corporation which seeks tax exempt status as a 501(c)(3) public charity under the Internal Revenue Code.
    1. The Society is organized under and governed by the Florida Non-Profit Society Law, Chapter 617 of Title XXXVI of the Florida Statutes, exclusively for charitable, religious, educational and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code (“Code”), or the corresponding section of any future federal tax code.. In carrying out its activities, the Society does not contemplate pecuniary profit or financial gain, incidental or otherwise.
    1. No part of the net earnings of the Society shall inure to the benefit of, or be distributable to, its directors, trustees, officers, or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these by-laws or its Articles of Incorporation. No substantial part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Code during each fiscal year in which the Society has chosen to utilize the benefits authorized by that statutory provision), and the Society shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of or in opposition to any candidate for public office.  Notwithstanding any other provision of these by-laws or its Articles of Incorporation, the Society is expressly prohibited from making any distribution, engaging in any activity, or exercising any power or discretion that would jeopardize or be inconsistent with the continuing qualification of the Society as an entity (i) that is exempt from federal income tax under Section 501(c)(3) of the Code; or (ii) to which contributions are deductible under Section 170(c)(2) of the Code. 
    2. In the event the Society is or at any time becomes a “private foundation” within the meaning of Section 509 of the Code, it shall be subject to the following additional restrictions:

(a) The Society shall distribute income for each taxable year at such time and in such manner so as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code; 

(b) The Society shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code;

(c) The Society shall not retain any excess business holdings as defined in Section 4943(c) of the Code; 

(d) The Society shall not make any investments in such manner as to subject it to tax under Section 4944 of the Code; 

(e) The Society shall not make any taxable expenditures as defined in Section 4945(d) of the Code; and 

(f) Upon dissolution or termination, the Society shall comply with the requirements of Section 507(b)(1)(A) of the Code. 

  1. Upon the dissolution of the Society, its assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any assets not so disposed of shall be disposed of in accordance with section 1406 of title 617, exclusively for such purposes as stated therein.  

ARTICLE IV – MEMBERSHIP

  1. Eligibility       Membership shall be open to anyone over the age of twenty-one. Membership shall be effective upon submission of an application and payment of the annual dues.
  2. Resignation     Any Member may resign at any time by giving notice to the Secretary.
  3. Expulsion        Any member may be expelled and his or her privileges forfeited for conduct injurious to the honor, peace and interest of the Society; but any motion for expulsion shall be referred to a committee of three, appointed by the President, for investigation, and no action shall be taken on their report until the next stated or special meeting succeeding their appointment, when the Society may, by a majority vote of those present, expel said member.  The Secretary shall give not less than thirty days’ notice, and a copy of the charges, to the member or members against whom charges are preferred, said notice to be sent to his or her last known post office address.
  4. Termination    Members may have their membership terminated for non-payment of dues.  Any member, not having remitted by March 31 of the membership year shall be considered in arrears and shall have his or her membership suspended, but the Board of Directors may re-instate said member for good and sufficient reason, including payment of arrearages, unless waived for good cause by the Board of Directors.

ARTICLE V – ANNUAL DUES

  1. Annual Dues.     All Members shall pay annual dues in an amount set by the Board of Directors. Annual dues shall be payable by February 1st of each year.
  2. Members joining during the year.      Members joining between July 1 and November 1 of each year shall pay one-half of the annual dues while members joining after October 31 need not pay any dues for the remainder of the year.
  1. Remission of Dues.     Remission of dues may be authorized by the Board of Directors.

ARTICLE VI – MEETINGS OF THE MEMBERS OF THE SOCIETY

  1. Place of Meetings.    All meetings of the Members shall be held at such time and place as may be fixed from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiver of notice thereof, provided that all meetings shall be held in Lee or Collier Counties, Florida.  
  1. Annual Meeting. The Annual Meeting of members of the Society shall be held in November or December of each year.  
  1. Regular Meetings   In addition to the Annual Meeting, additional regular meetings of Members shall be held at such other times during the year as determined by the Board of Directors, at which the Members shall vote on election of new Members and such other business which shall come before the Members.  
  1. Special Meetings.     Special meetings shall be held at the direction of the President.  Special meetings shall also be called by the Secretary upon written request therefor by ten Members of the Society.  No business shall be transacted at a special meeting except that for which the meeting has been called, which shall be stated in the call for such meeting. Meetings shall be held in Lee or Collier Counties, Florida.
  1. Quorum.     Twenty Members eligible to vote shall constitute a quorum for the transaction of business.
  1. Voting Rights.     All Members shall be eligible to vote at any Annual, Regular or Special Meeting; provided, however, a Member shall not be eligible to vote or count towards a quorum if he or she is in  arrears in dues.
  1. Robert’s Rules of Order. The most recent version of Roberts Rules of Order shall govern procedure at all meetings, unless the Membership votes otherwise.

ARTICLE VII – BOARD OF DIRECTORS

  1. Elections and Term of Office. Directors shall be elected at the Annual meeting to serve a three year term, as necessary.  A Director shall be eligible to be re-elected for not more than one additional consecutive three year term. The term of a newly elected director shall commence immediately following the Annual Meeting.
  1. Meeting s and Quorum. The Board of Directors shall meet not less than three (3) times a year. A quorum shall consist of forty percent of the Board of Directors.
  1. Telephonic Meetings.             Any action required to be taken or that may be taken at a meeting of the Board of Directors may be taken at a meeting held by means of conference telephone or similar communications equipment by means of which all participants can hear each other simultaneously at the same time.  Participation in such meeting shall constitute presence in person at such meeting.
  1. The Board of Directors shall exercise all powers of a Board of Directors pursuant to the Florida non-profit corporation law, except as limited in these by-laws. The Board of Directors shall consider and have authority to act on all matters of the Society, including establishing rules, regulations and policies not addressed in and not inconsistent with governing law, the Society’s charter and these by-laws, except that the Board of Directors may not amend the articles of incorporation, or purchase or sell real estate, or take any other action that requires the vote of the Membership of the Society.  On the excluded matters, the Board of Directors shall act in an advisory capacity and report at the next general meeting of the Society.
  1. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the Secretary of the Company.  Such consent shall be treated as a vote for all purposes.
  1. Committees

(a)   There shall be such committees as the Board of Directors shall determine necessary and prudent to advance the purposes of the Society. The chairman and members of any Committee so constituted shall be appointed by the President.  Members who are not on the Board of Directors may serve on any such Committees.

(b)   A majority of the members of a Committee shall constitute a quorum for the transaction of business at any meeting of such committee.

(c)   Any member of a Committee may be removed, with or without cause, by the Board of Directors.

ARTICLE VIII – OFFICERS

  1.  Officers Elected by the Members. The Officers of the Society shall be elected at each Annual Meeting by the Members eligible to vote.  The Officers so elected must be members of the Board of Directors
  1.  Officers of the Society      The elected officers of the Society shall be a President, Vice President, Treasurer, and Secretary.  The Board of Directors may appoint members to serve as Assistant Secretary and Assistant Treasurer. 
  1.   Term of Office. The term of office of each elected Officer shall be for a period of one year commencing immediately following the Annual Meeting at which he or she is elected and terminating immediately after the next following Annual Meeting.  
  1.   Nominations. At the Annual Meeting, the Nominating Committee, or, if there is no constituted Nominating committee, the Board of Directors shall report upon its nominations for elected officers.   At that meeting, additional nominations may be made by the Members eligible to vote and the nominations then closed.  All Members may submit names of candidates to the Nominating Committee or Board of Directors for consideration.
  1.   Vacancies.     If a vacancy shall occur in any elective office (other than the Presidency), by reason of death, resignation or other inability to serve, the vacancy shall be filled by the Board of Directors for the remainder of the term for which the officer was elected. If a vacancy occurs in the office of President, the Vice-President shall become President in accordance with these by-laws.
  1.  Removal of Officers.  At any Regular Meeting of the Board of Directors, or at any Special Meeting thereof called for that purpose, the Board of Directors, by affirmative vote of a majority of its members, may remove from office and declare vacant the office of any Officer for such cause as they shall deem proper, including but not limited to, repeated nonattendance at meetings or inability to perform duties because of illness or disability.  The Members eligible to vote may also remove directors as provided by law.

ARTICLE IX – DUTIES OF OFFICERS

  1. President        The President shall preside at all meetings and events of the Society.  The President shall preserve order and exercise a general supervision over the interests and welfare of the Society, appoint members of all committees, except ex-officio members, and may be an ex-officio member of all committees.
  2. Vice-President   The Vice-President shall carry out all the duties of the President in the absence or disability of the President, and shall become President if the office of the President becomes vacant.
  3. Treasurer      The Treasurer shall:

(a)  maintain the financial books and records of the Society.

(b)  issue checks, record receipts, reconcile bank accounts for the Society   He or she shall submit his or her account thereof to the inspection of any committee appointed to examine and audit the same, and at the Annual Meeting he or she shall report in writing the financial statements of the Society as of the preceding year end. 

(c)  collect all dues and maintain a record of all members in good standing, which he or she shall transmit to the Secretary.

(d)  deliver to his or her successor in office, all moneys, books, papers and other property belonging to the Society.

(e)  arrange for Directors and Officers Liability coverage.

4.   Secretary   The Secretary shall

(a)   cause meeting notices for Annual and Special Meetings, and Board of Directors Meetings to be issued.  He or she shall keep correct minutes of the proceedings of the aforementioned meetings.

(b)  report at the Annual Meeting the number of Members elected during the year, and the number stricken from the roll by death or otherwise.    He or she shall keep a book wherein shall be entered a copy of the Articles of Incorporation, By-Laws, Rules and Regulations of the Society, and alterations and amendments thereto, and a register in which shall be entered the election, resignation, death or expulsion of every member.  

(c) shall appoint the hour and place of stated and special meetings, subject to the direction and approval of the President.  He or she shall have the custody of all books and papers belonging to the Society, except such as are by these By-Laws otherwise directed to be kept, and he or she shall deliver to his or her successor in office all and whatever books and papers belong to the Society then in his or her possession or under his or her control.

ARTICLE X – AMENDMENTS TO BY-LAWS

Bylaws of the Society may be enacted, amended or repealed by a majority vote of the Board of Directors, provided that at least thirty days written notice of the meeting shall have been sent to all members of the Board of Directors, unless waived by all Directors, stating in full the proposed Bylaw, the Bylaw to be amended, and the proposed amendment or the Bylaw to be repealed as the case may be.

ARTICLE XI – NOTICES

Whenever, under the provisions of the governing statutes, the Articles of Incorporation or these By-Laws, notice is required to be given to any person, it may be given to such person either personally or by sending a copy thereof by first class mail, postage prepaid to his or her address, or by e-mail to his or her email address. The address used should be the most current one appearing on the books of the Society or, in the case of Directors, supplied by him or her to the Society for the purpose of notice. If the notice is sent by mail or email, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or when transmitted by email, no return having been sent by the internet postmaster. A notice of meeting shall specify the place, day and hour of this meeting and any other information required by applicable law.

ARTICLE XII – INDEMNIFICATION

The Corporation shall indemnify its, directors, officers, and committee members, and may indemnify its employees and agents (all of which for the purposes of this section are collectively referred to as “directors and officers”) to the fullest extent provided by the Florida Non-Profit Corporation Law, as the same may be amended and supplemented from time to time, from and against any and all expenses or liabilities incurred in defending a civil or criminal proceeding, or other matters referred to in, or covered by said provisions, including but not limited to, the advancement of expenses prior to the final disposition of such proceedings and amounts paid in settlement of such proceedings, and the indemnification provided for herein shall not be deemed exclusive any other rights to which those indemnified may be entitled under any by-law, agreement vote of members, or disinterested directors, officers, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office and shall continue as to a person who has ceased to be a director,  officer committee member, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person and an adjudication of liability shall not affect, the right to indemnification for those indemnified; provided, however, that  indemnification shall not be available if a judgement or other final  judicial adjudication establishes that his or her actions or omissions to act were material to the adjudication and involved:

    (a)  Willful misconduct or a conscious disregard for the best interests of the Corporation, in a proceeding by or in the right of the Corporation to procure a judgement in its favor;

   (b)  A violation of criminal law, unless the director or officer had no reasonable cause to believe his or her action was unlawful or had reasonable cause to believe his or her action was lawful; or

   (c)  A transaction from which the director or officer derived an improper personal benefit.

ARTICLE XIII – CONFLICT OF INTEREST

The Board of Directors shall adopt and periodically review a Conflict of Interest Policy, including a form of a Conflict of Interest Statement, in order to protect the Society from improper transactions. Each Director shall annually complete and submit said Conflict of Interest Statement.

ARTICLE XIV – FISCAL YEAR

The fiscal year of the Corporation shall be as determined from time to time by resolution of the Board of Directors.

ARTICLE XV – SUBORDINATION TO LAW

Every part of each Section of these By-Laws shall be construed, whenever possible, as being consistent with applicable laws, and only such part as is clearly inconsistent, and to the extent that it is clearly inconsistent, shall be inoperative; and such part to the extent not clearly inconsistent and all other parts of the Section and all other Sections shall remain operative.