NAME – Article 1
This organization shall be known as Palm-Aire Women's Club.
OBJECTIVES - Article II
The objectives of the organization shall be to promote friendship, recreation and social activity; to contribute financial assistance to qualifying charities; and to provide a fund for scholarship awards to benefit recipients selected by the Club.
DUES - Article III
Section 1. Membership in this club is open to dues-paying individuals. Annual membership dues shall be established by the Executive Board and payable in full by May 31 for the next fiscal year. The fiscal year is June 1 to May 31.
Section 2. Any member delinquent in the payment of dues after May 31 shall be notified in writing before being deprived of the rights of membership. If payment in full of the amount of the dues is not received within thirty (30) days of the date of the dues warning letter, membership shall be terminated without further notice.
OFFICERS AND DIRECTORS - Article IV
Section 1. The officers shall constitute the Executive Board and shall consist of President, Vice-President, Recording Secretary, Corresponding Secretary, Treasurer, and four Directors of Membership, Publicity, Reservations, and Fundraising. The immediate Past President will serve in an advisory and non-voting capacity.
Section 2. Officers shall be elected at the April meeting each year, and shall take office at the May meeting. Term of office shall be one (1) year. Officers may serve for two (2) consecutive terms or until a successor is elected in the same office.
Section 3. The President, Vice President, and Treasurer shall be year-round residents. The other members of the Executive Board should be year-round residents.
Section 4. Election to office shall be by a majority vote of those present and voting at the April meeting.
Section 5. The President shall appoint a Nominating Committee composed of five (5) members at the December meeting and require the chair to provide job descriptions to each candidate for office. Board members are excluded except for the Director of Membership who shall serve on the Nominating Committee.
Section 6. Nominations from the floor shall be made at the April meeting.
Section 7. All vacancies shall be filled by the Executive Board.
DUTIES OF OFFICERS AND DIRECTORS - Article V
Section 1. President: The President shall preside at all meetings, shall be a member ex-officio of all committees except the Nominating Committee, shall appoint all chairs, and perform such duties pertaining to the office.
Section 2. Vice-President: The Vice-President shall assume the duties of the President when absent and shall be chair of the Program Committee.
Section 3. Recording Secretary: The Recording Secretary shall keep a complete record of proceedings of each meeting and shall copy into and make part of her records all written reports, and have the minutes complete before submitting them to the successor.
Section 4. Corresponding Secretary: The Corresponding Secretary shall be responsible for the general correspondence of the Club.
Section 5. Treasurer: The Treasurer shall receive the dues and all other funds of the Club, shall keep an accurate account of the funds, and shall make disbursements as directed by proper authorization.
Section 6. Directors: The four (4) Directors shall each be chair of one (1) of the following committees: Membership, Publicity, Reservations, and Fundraising.
Section 7. Immediate Past President: The Immediate Past President shall serve in an advisory and non-voting capacity.
Section 8. Executive Board: The Executive Board shall determine the policies of the Club. They shall have the power to act in case of an emergency. They shall have the authority to advance funds for special projects.
MEETINGS - Article VI
Section 1. Meetings of the membership shall be held October through May. Meetings will be held at any appropriate available place of assembly. Only matters relevant to the objectives of this club shall be discussed.
Section 2. The Annual Meeting shall be held in May at which time the Annual Reports shall be submitted and the new officers shall take office.
Section 3. Special Meetings may be called by the President, or at the request of one-third of the membership providing the purpose of the meeting is stated in the notification and no other business is transacted.
Section 4. A Quorum shall consist of twenty-five percent (25%) of the current membership.
Section 5. Members shall be held responsible for the cost of a luncheon or event unless a cancellation is made five (5) days prior to the luncheon/event.
COMMITTEES - Article VII
Section 1. The incoming President shall appoint chairs for all committees established at the discretion of the Executive Board.
Section 2. The Vice-President shall be chair of the Program Committee.
Section 3. The Directors shall chair one of the following Committees: Membership, Publicity, Reservations, and Fundraising. Committees may be expanded to include sufficient numbers.
Section 4. Members of the Board or any committee of the Board of Directors may participate in and act at any meeting of the Board or committee through the use of a conference electronic/telephone or other communications equipment during which all persons participating in the meeting can simultaneously communicate with all attendees. Electronic/telephonic participation at such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.
AMENDMENTS – Article VIII
Amendments to the Bylaws may be made by a two-thirds vote of members present, providing that the membership has been notified and that there has been a reading of the proposed changes at the meeting prior to its presentation for approval.
PARLIAMENTARY AUTHORITY - Article IX
Robert's Rules of Order Revised may be the parliamentary authority for all parliamentary procedure not addressed in the Bylaws and where it is not inconsistent with the Bylaws.
INDEMNIFICATON – Article X
The Corporation shall indemnify any person made a party, or threatened to be made a party, to any suit or proceeding whether civil, criminal or administrative, brought against such person in his/her capacity as a Director, Officer, employee or agent of the Corporation, against judgments, fines or settlements and reasonable expenses, including attorneys’ fees through appeal, actually and necessarily incurred as a result of such action, if such persons acted in good faith and in the best interests of the Corporation.
DISSOLUTION AND DISTRIBUTION OF ASSETS – Article XI
In the event that the Board of Directors votes to dissolve the corporation followed by a two-thirds vote of the members, assets of this Corporation remaining after the payment or discharge of all liabilities of the Corporation shall be distributed to a Section 501(c)(3) non-profit organization with similar mission as the Corporation in a manner not inconsistent with the law except funds held by State College of Florida and Manatee Technical College for designated scholarships. None of the assets shall be distributed to any member, officer, or Director of the Corporation.