From: Subject: BYLAWS OF THE BROWARD FOLK CLUB, INC Date: Tue, 12 Aug 2008 13:21:59 -0400 MIME-Version: 1.0 Content-Type: text/html; charset="Windows-1252" Content-Transfer-Encoding: quoted-printable Content-Location: http://browardfolkclub.com/BYLAWS2004.htm X-MimeOLE: Produced By Microsoft MimeOLE V6.00.2900.3198 BYLAWS OF THE BROWARD FOLK CLUB, INC

BYLAWS OF THE = BROWARD FOLK=20 CLUB, Inc.

A corporation = organized=20 under the Laws of the State of Florida, June 15, 1989.

Article I:       PURPOSE

The Broward Folk Club, Inc. = ("BFC") is=20 organized for the following Purposes:

  1. The promotion of Folk and = Acoustic music=20 throughout the community.=20
  2. The fostering and development = of a=20 community of Folk musicians and performers.=20
  3. The promotion and = encouragement of=20 songwriters and their arts and skills.=20
  4. The enjoyment and expansion of = Folk=20 listening community through sing-along and open mic=20 performances.=20
  5. Encouragement of all BFC = Members to=20 participate and share their talents with others.=20
  6. To advance the cultural = interest in Folk=20 and Acoustic music in the larger community.=20
  7. To periodically print and = distribute, no=20 less frequently than once a month, a publication free of charge to BFC = Members, promoting the dissemination of cultural and educational = information=20 about Folk music, Folk music events and performances as well as = artistic and=20 contemporary trends in Folk music in our community.=20
  8. Sponsorship of an annual Folk = Music=20 Festival to promulgate all of the above.

Article II:      MEMBERSHIP

  1. All persons, regardless of = race, ace,=20 religion, gender, sexual orientation, political affiliation or = national origin=20 are eligible for membership in the Broward Folk Club.=20
  2. Upon payment of the dues = prescribed by=20 the Board of Directors ("Board"), any person may become a general = Member of=20 the BFC.=20
  3. Persons may be granted = membership status=20 for fulfilling another commitment in lieu of dues if so directed by = the=20 Board.=20
  4. Honorary memberships may be = bestowed for=20 one year by a vote of the Board of Directors.=20
  5. Family Memberships shall apply where more than one member of the = BFC=20 resides at the same address.  Children, to age 18, residing with = these=20 adult Members shall have all BFC privileges, except that they shall = neither=20 vote nor hold elective office.=20
  6. In the event that the Family = Membership=20 is dissolved by relocation, both adult Members may retain full = membership by=20 payment of the difference in dues between the amount of the Family and = two=20 Single Memberships.=20
  7. Business or individual = sponsors may=20 become non-voting Members of the BFC for one year by the direction of = the=20 Board.=20
  8. There will be two = circumstances by which=20 termination of Membership will be considered by the Board of = Directors:=20
    1. After a grace period of one = month, if=20 the Member has not paid dues for the current year, the Membership = Committee=20 may terminate any Member.=20
    2. The Board may terminate any Member for cause if it determines = that the=20 Member has acted in a flagrant or intentional manner against the = objectives=20 of the BFC.  This procedure may only be initiated if the motion = to=20 terminate is sponsored by three or more Board Members.  The = motion will=20 be automatically tabled to the next or special Board meeting at = which time,=20 after a serious discussion is conducted in which any Members = (including the=20 one whose Membership termination is under consideration) have been = heard, a=20 vote of seventy-five percent (75%) of the Board present is required = with a=20 minimum of ninety percent (90%) Board Members present for the = termination to=20 succeed. 
  9. Any Member who has dues paid = current is=20 considered a Member in good standing.

Article III:    VOTING

  1. Each regular Member, and no more than two family Members over the = age of=20 18, shall have the right to vote.  Honorary Members do not have = voting=20 privileges.=20
  2. In general elections and votes = at=20 Membership meetings there will be no proxy votes, but this Bylaw does = provide=20 for absentee or mail-in ballots, as shall be prescribed by the Board = of=20 Directors.=20
  3. For purposes of voting by the = general=20 Membership, a quorum shall be defined as one-third (1/3) of the = general voting=20 Membership.=20
  4. All voting for Directors shall = be by=20 secret ballot.=20
  5. Only Members of the Board of = Directors=20 are eligible to vote on matters during Board of Directors = meetings.=20
  6. If it is deemed necessary to = fill a=20 vacancy on the Board of Directors, the following procedure shall be=20 implemented:=20
    1. The President shall nominate = a Member=20 in good standing of the Broward Folk Club to fill any vacancy on the = Board.=20
    2. A vote of fifty-one percent = (51%) of=20 the seated Board Members shall be required to approve the = appointment of a=20 replacement Board Member.
  7. For election of the Board by = the general=20 Membership, the persons who receive the 7 highest number of votes shall be elected. =

Article IV:     BYLAWS

  1. Fifty-one percent (51%) of the = total=20 Board can vote to accept the newly written bylaws at their = inception.=20
  2. Amendments can be passed by = fifty-one=20 (51%) of the total seated Board Members.

Article V:      ELECTION OF OFFICERS

  1. The election of Officers shall = proceed=20 at the Board meeting immediately after the new Board's election to=20 Office.=20
  2. Until new Officers have been = elected and=20 assumed Office, the previous Officers shall remain in Office and carry = on with=20 the business of the BFC.=20
  3. A simple majority shall be required to elect any Officer with a = minimum of=20 seventy-five percent (75%) of the Board present for this = election.  Board=20 Members shall have one vote each.=20
  4. Members in good standing may = nominate=20 themselves or any other Member who will accept the nomination prior to = any=20 election.

Article VI:     OFFICERS and COMMITTEES

  1. Elective Officers:     The Offices of = President, Vice=20 President, Recording Secretary, Corresponding Secretary, Treasurer and = Parliamentarian shall have a term of one year.  The Office of = President=20 shall be limited to two consecutive terms.  The President must = wait two=20 years following the end of his/her term of Office before being = eligible for=20 reelection.=20
  2. Board of Directors:  There shall be a Board of Directors = which shall=20 consist of seven (7) Members having been duly elected by the Members = in good=20 standing as prescribed in Article III.=20
  3. Election Committee:  Shall consist of those Members in good = standing=20 that are willing to assist in the election = process.=20
  4. Auditing Committee:  The President shall submit to the Board = for its=20 approval the names of two BFC Members, or an independent auditor, who = will=20 review the books.  These reviews shall take place once a = year.  No=20 reviewer shall examine the books more than twice consecutively.=20
  5. Appointed Committees:=20
    1. The incoming President shall = appoint=20 from the Membership committees and/or chairpersons who shall perform = such=20 duties as shall be directed and in accordance with these Bylaws and = serve=20 for the period of one year, subject to the approval of the Board of=20 Directors, such as:

a.     =20 Annual=20 Picnic

b.    =20 Beginners = Support=20 Group

c.     =20 Benefit

d.    =20 Equipment

e.     =20 BFC Open=20 House

f.      =20 Membership = (see Article=20 VIII B)

g.    =20 Newsletter

h.    =20 Open Mic

i.       =20 Publicity

j.      =20 Jam Out in = the=20 Park

k.     =20 Songwriters=20 Group

l.       =20 South=20 Florida Folk=20 Festival

m.   = Election (see Article VI=20 C)

n.    =20 T-shirt

o.    =20 Audit (see = Article VI=20 D)

    1. Additional Committees:  The President may appoint = additional=20 chairpersons and/or committees as may be required, who shall perform = designated duties, subject to the approval of the Board of = Directors.=20
    2. All committee chairpersons = shall keep=20 records and submit guidelines to succeeding chairpersons, as=20 necessary.=20
    3. All appointed committee = members, plus=20 all core staff positions held at the South Florida Folk Festival, = must also=20 be current Members of the Broward Folk Club.

Article VII:    DUTIES and POWERS of OFFICERS and=20 COMMITTEES

  1. President:     Shall be the Executive Officer, = shall=20 preside at all meeting of the BFC and Board of Directors, and shall = perform=20 such other duties as may be required by the Board of Directors or the = Bylaws=20 of the BFC.  The President shall be ex-officio member of all = committees.=20
  2. Vice-President:        Shall = assist the=20 President in the discharge of Presidential duties and shall act in the = absence=20 of the President with full power.=20
  3. Recording = Secretary:        =20 Shall:

1.    =20 Keep a record = of all=20 proceedings with the BFC and of the Board of Directors, and of all = matters of=20 which a record may be deemed advisable in books belonging to the=20 BFC.

2.    =20 Have records, = minutes and=20 books available at the Board meetings.

3.    =20 Make = available for=20 reference at every meeting a copy of these Bylaws, as = amended.

4.    =20 File and = preserve all=20 documents, records, and reports connected with the business of the=20 BFC.

5.    =20 Take = attendance at every=20 Board meeting and notify the Board, pursuant to Article VII G attendance = requirements.

6.    =20 Perform such = other=20 appropriate duties as may be assigned by the President or Board of=20 Directors.

  1. Corresponding=20 = Secretary:          &nb= sp;=20 Shall:

1.    =20 Be = responsible for the=20 written and verbal communications and correspondence within and without = the=20 BFC.

2.    =20 See that the = required=20 notices of all meetings of the BFC or of the Board are mailed out, when = required=20 to do so.

  1. Treasurer:    Shall remain in office one month past = the end=20 of term to train the new Treasurer and assist in handling the new = Treasurer's=20 responsibilities; in addition, the Treasurer shall:=20
    1. Collect and hold in the name = of the=20 BFC all moneys and property receivable by and belonging to the = BFC.=20
    2. Pay all bills contracted by = the BFC=20 which shall be certified correct by the = Board of=20 Directors, or by the chairperson of any committee which has = contracted for=20 any such bill by virtue of any appropriation of the Board of=20 Directors.=20
    3. Keep a true and complete = record of all=20 monies and property of the BFC and of all dispositions made by the = Treasurer=20 of said monies and property.=20
    4. Make a report at the monthly = Board=20 meetings of all receipts and disbursements and at such other times = as the=20 Governing Board or President may direct.=20
    5. Make a Financial Statement = twice=20 yearly, in April and October, to be submitted to the Auditing = Committee as=20 to all monies and property.=20
    6. Perform such other = appropriate duties=20 as may be assigned by the Board of Directors or President. =
  2. Parliamentarian:      Shall monitor all = meetings=20 and assure that they are conducted with decorum and in accordance with = Robert's Rules of Order, Revised.=20
  3. Board of Directors:  Any Member of the Board of Directors who = fails=20 to attend three consecutive or a total of five meetings of the Board = shall be=20 automatically dropped from the Board before the next meeting.  = The Board=20 of Directors shall:=20
    1. Enact such resolutions as = they deem=20 necessary for the proper administration and management of the = BFC.=20
    2. Have general charge of the = policy,=20 management and finances of the BFC; be vested with and have custody = of the=20 property of the BFC; shall appropriate such sums as may be deemed = advisable=20 within its current resources, for the interests of the BFC.=20
    3. Carry on all interim business of the BFC, with all actions of = the Board=20 being subject to review by the general Membership.  = Specifically, the=20 minutes of the Board meetings shall be kept open to inspection at = all Board=20 meetings.  A two-thirds (2/3) vote of those Members present at = a=20 general meeting shall be required to reverse any Resolution taken by = the=20 Board.  The President shall not vote except as prescribed = elsewhere in=20 this document (Article IX B3).=20
    4. Elect new Board Members as = provided in=20 these Bylaws.=20
    5. Enforce the authority given = to it=20 under these Bylaws.=20
    6. Take action necessary to = conserve the=20 best interests of the BFC.
  4. Election = Committee:         =20 Shall assist in compiling a list of Members to be placed before the = Membership=20 for voting in the next election of the Board.  This Committee = shall also=20 be charged with making recommendations for replacements on the Board = should a=20 vacancy occur.=20
  5. Audit Committee:    Shall examine the accounts of = the=20 Treasurer twice yearly, in April and October, and make a report to the = Board=20 following each audit.  These reports are to be approved by the = Board=20 after submission.=20
  6. Committees appointed by the President: Shall consist of a = Chairperson and=20 those other Members deemed necessary to carry out the function of the=20 Committee.  The Chairperson shall be responsible, in writing, by = written=20 receipt, for the proper transfer of monies to the BFC Treasurer, BFC = property=20 and other such BFC assets as required to allow that Committee to = function=20 properly.  The Chairperson shall keep records of activities as = deemed=20 necessary, and pass these on to the succeeding Chairperson on a yearly = basis.=20

Article VIII:  DUES

  1. The Board of Directors shall determine the amount of annual dues = to be=20 paid by BFC Members.  It may raise it by no more than fifteen = percent=20 (15%) annually without a fifty-one percent (51%) vote by a quorum of = the=20 Membership.=20
  2. The Membership Chairperson = shall report=20 to the Board the names of those Members who are delinquent in their = dues, and=20 thereafter terminated for non-payment of dues as prescribed in Article = II H=20 1.=20
  3. Any non-payment of dues may be = excused=20 by the Board of Directors, for cause, so long as the dues are made=20 current.

Article IX:     MEETINGS AND NOTICES

  1. General meetings will occur at least once a year.  Notice = will be=20 given as to time an place for two months = and in at=20 least two consecutive issues of the BFC Newsletter.  Meetings = will be=20 conducted as described below in Paragraph B.  A quorum is not = necessary=20 to conduct a meeting of the BFC.  A quorum is necessary for = voting=20 purposes as stated in Article III.=20
  2. Board of Directors meetings shall occur monthly on a date and time = agreed=20 upon by the presiding Board of Directors.  All general Members = are=20 welcome to attend Board of Directors meetings and may participate in=20 discussions.  A quorum of at least fifty-one percent (51%) of the = seated=20 Board Members must be present in order to legally constitute a = meeting.=20

1.    =20 Robert's = Rules of Order,=20 Revised shall govern all situations not otherwise covered by the = Articles of=20 Incorporation or these Bylaws.

2.    =20 The most = recent edition=20 "available" (in the room) shall control, unless a readable photocopy is=20 available showing the Cover and the Publishing or copyright date = (whichever date=20 is later).

3.    =20 The presiding = Officer or=20 "Chair" of a Board of Directors meeting may vote only when such vote = shall=20 affect the outcome of the vote (i.e. to make a tie, to break a tie, or = to reach=20 a required percentage).

4.    =20 In the = President's=20 absence, the Vice-President, Recording Secretary, Corresponding = Secretary or=20 Treasurer, as available, and in that order, shall preside over the = meeting as=20 President pro-tem.

5.    =20 The Parliamentarian shall = enforce the=20 Rules.  If the Parliamentarian is not present, then the Board shall = select=20 a Parliamentarian pro-tem separate from the presiding Officer for the = duration=20 of the meeting.

6.    =20 In the absence of the = Officers, the=20 Board shall select one of its Members to preside over the meeting.  = In the=20 case of a tie, those Directors so selected shall act as a Co-Chair for = that=20 meeting only.

7.    =20 If a Motion is seconded and = defeated,=20 its subject-matter may not be brought up again for a formal vote by any = Officer=20 and Director until fifty-nine (59) calendar days have elapsed.  If = a Motion=20 dies for lack of a "second", or by an unbroken tie vote, the same = subject-matter=20 may not be brought up again for formal vote until twenty-nine (29) = calendar days=20 have elapsed.

8.    =20 The President = may appoint=20 other Officers or Directors to act s Chairpersons or as the Presiding = Officer at=20 meetings.

C.    =20 The BFC = Newsletter will=20 serve as the official means of notification to Members of time and place = of=20 meetings and events required by these Bylaws.

Article X:      GENERAL

  1. The BFC shall be governed by = the=20 No-For-Profit-Corporation Act of the State of Florida, commonly = described as=20 "FNPCA" also known as Chapter 617 of same, as passed by file 1990 = Florida=20 Legislature, or as thereafter amended.=20
  2. The Corporation shall have a = Registered=20 Agent and Registered Office as provided for in the = Not-For-Profit-Corporation=20 Act of the State of Florida or as thereafter amended.=20
  3. The Corporate Annual Report = shall be=20 filed with the Secretary of State of Florida within one month after = election=20 of a new Board of Directors and Officers, and prior to the deadline = provided=20 for by the State of Florida.=20
  4. The issuance of Stock = certificates by=20 the Corporation is prohibited.=20
  5. These Bylaws incorporate the meaning and intent of previous = bylaws, which=20 have been voted on by the Board of Directors of the BFC.  The = wording in=20 some cases has been changed so as to better fit the present structure = of this=20 document as presented for adoption on November 18, 1992 and again on = March 14,=20 2001.=20
  6. These Bylaws as they are = presented=20 herein, and as will be amended, are an addendum to the Articles of=20 Incorporation of the Broward Folk Club, and will take priority should = any=20 conflicts between the two be shown.=20
  7. No changes to these Bylaws = shall be made=20 without the process for change prescribed herein, with the exception = of=20 clerical or grammatical corrections that do not change the meaning or = content=20 being permitted any time these Bylaws are reprinted.=20
  8. Should any conflict occur = between these=20 Bylaws and any State law, State law shall prevail.=20
  9. All Broward Folk Club events shall be open to all Members in good = standing=20 with the following exceptions:  core staff meetings and committee = meetings shall be limited to Members of those groups, unless the = meeting is=20 open to the public.

Article XI:     STANDING ORDERS

  1. A copy of all standing orders = and=20 deleted standing orders shall become a part of these Bylaws.=20
  2. A brief title or summary of = all current=20 standing orders shall be read as part of the minutes each month at the = Board=20 of Directors meeting.=20
  3. If the standing order includes = a time or=20 date deadline, that time or date shall be included in the title or = summary, to=20 indicate when action might be required.=20
  4. Any person made a party to any = action,=20 suit, or proceeding, civil or criminal, by reason of the fact that = such=20 person, is or was a member of the executive board or committee of the=20 executive board of the corporation, or a director, officer or employee = of the=20 corporation, or a member of a district committee or a district officer = or=20 director under the jurisdiction of the corporation, shall be = indemnified by=20 the corporation against the reasonable expenses, (including amounts = paid by=20 way of judgment and settlement and including attorney's fees), = actually and=20 necessarily incurred by him/her in connection with defense of such = action,=20 suit, or proceeding, whether or not such defense shall be successful = in whole=20 or in part, or in connection with any appeal therein or any settlement = thereof, except in relation to matters as to which it shall be = adjudged in=20 such action, suit, or proceeding that such person is liable for = negligence or=20 misconduct in the performance of duties. Such indemnification, if = afforded,=20 shall not be deemed exclusive of any other rights to which such = persons may be=20 entitled apart from this section. This section shall not be deemed to = limit=20 any power or exclude any right of the corporation to provide any = additional or=20 other indemnity or right for any executive board member, director = officer,=20 employee, or other person. If this section should be invalid or = ineffective in=20 any respect, the validity and effect of the section in any other = respect shall=20 not be affected.

Amendment to Broward Folk Club, = Inc. Bylaws=20 March 6, 1996:

No part of the organization's assets or net earnings may inure to the = benefit=20 of any individual.  This does not preclude the payment of = reasonable=20 amounts for goods or services provided to the organization.

Upon dissolution, the assets of = the=20 organization shall be distributed to the North American Folk Music and = Dance=20 Alliance, Inc., or to another nonprofit organization that is exempt = under=20 Section 501 (c)(3) of the Internal Revenue Code.

The organization shall not, as a=20 substantial part of its activities, carry on propaganda or otherwise = attempt to=20 influence legislation, except to the extent permitted by Section 501 (h) = of the=20 Internal Revenue Code, nor shall it participate to any extent in any = political=20 campaign for or against any candidate for public office.

It is intended that the = organization shall=20 be entitled to exemption from the Federal Income Tax under Section 501 = (c)(3) of=20 the Internal Revenue Code and shall not be a private foundation as = described in=20 Section 501 (a) of the Code.

The organization subscribes to = the general=20 purposes of The North American Folk Music and Dance Alliance, = Inc.

Revised February 6,=20 2007.