Sarasota Bay Parrot Head Club, Inc. By-Laws

BYLAWS

I. GENERAL

A. NAME

The organization will be called Sarasota Bay Parrot Head Club, Inc.

B. DEFINITION

These Bylaws constitute the code of rules adopted by SARASOTA BAY PARROT HEAD CLUB, INC. for the regulation and management of its affairs. The club is an officially sanctioned member of Parrot Heads in Paradise, a national network of locally organized Parrot Head clubs with a shared statement of purpose.

C. PURPOSES AND POWERS

This Corporation will have the purposes or powers as may be stated in its Articles of Incorporation, and such powers as are now or may be granted hereafter by law. The Sarasota Bay Parrot Head Club and Parrot Heads in Paradise are not for profit organizations whose shared purposes are to participate in community and environmental projects while providing a variety of social activities for people with similar interests. 

The goals of the Sarasota Bay Parrot Head Club are:  

-To foster awareness and understanding of local environmental issues and to provide an organized means for active participation in projects which benefit Sarasota’s environment.  

-To enrich lives and promote learning through an appreciation of literature, philosophy and song.  

-To provide a social environment which encourages dialogue and camaraderie among people with similar interests.

-To provide for its members a means of social interaction for people interested in Jimmy Buffett’s music and tropical spirit. This is in keeping with the goals of all nationwide Parrot Head clubs of providing volunteer support for local and environmental concerns, as well as hosting assorted social activities for people with similar tastes and interests.

D. DISCLAIMER

We are recognized by, but in no way attached to, Jimmy Buffett and his business interests Worldwide. We are not associated with HK Management, MCA Records, Island Records, Mailboat Records, or Margaritaville Records. It shall be stressed that Mr. Buffett’s to be an active member name, his song titles, lyrics, names of businesses owned by Mr. Buffett, and the term “Parrothead” are all registered trademarks and should not be used for the pursuit of profit. Clubs are allowed to use the term “Parrothead” on T-shirts, merchandise, etc., but not Jimmy Buffett’s name.

E. DISSOLUTION

Upon dissolution of the SBPHC, any funds remaining after all expenses have been paid shall be donated to a charitable organization to be determined by a majority vote of the final Board ofDirectors.

II. ARTICLE TWO OFFICES AND AGENCY

1. The principal place of business of the Corporation in Florida will be located at, Florida 34242. In addition, the Corporation may maintain other offices either within or without the State of Florida as its business requires.
2. The location of the initial registered office of the Corporation is 2033 Main Street, Suite 101, Sarasota, Florida 34237. Such office will be continuously maintained in the State of Florida for the duration of the Corporation. The Board of Directors may from time to time change the address of its registered office by duly adopting resolution and filing the appropriate statement with the State.

III. MEMBERSHIP

A. Definition of Membership 

The members of this Corporation are those persons having membership rights in accordance with the provisions of these Bylaws. Membership in SBPHC shall be open to anyone, regardless of sex, creed, national origin, or sexual preference, and meeting the membership requirements. All members are expected to fully comply with all laws set forth. Any member breaking the laws does so at their own risk and is personally liable for the consequences of those actions.

B. SBPHC will not be held liable for the personal actions of its’ individual members

C. Classes of Members

This Corporation will have one class of Members. 

D. Qualifications of Members

The qualifications and rights of the Members of this Corporation are as follows: 

1. Complete membership application 

2. Pay appropriate dues in advance

3. The person must have an interest in Jimmy Buffett’s music, tropical spirit, lifestyle, and/or tropical rock (TropRock) music. 

4. The person must have an interest in community service and environmental concerns. 

5. The person must have a commitment toward the success of achieving the goals of the organization. 

6. Members must be committed to and operate consistent with the interests and objectives of the national organization.

7. A member must not have any outstanding financial or other obligations to the SBPHC or other PHIP sanctioned clubs. 

8. Any illegal activity at any SBPHC function will not be tolerated and will be grounds for membership termination with no refund of club dues. 

9. Members shall not falsely represent themselves in an attempt to secure goods, services, tickets, accommodations, etc. for personal gain. Solicitations on behalf of the SBPHC should be coordinated through the Board of Directors. All donations given to the SBPHC through an individual must be turned over to the SBPHC by giving such items to any current Board member with all appropriate contact information regarding said donor when possible. 

10. Members shall not join the SBPHC solely to promote their own self-interests or interests of their business. 

11. No member shall conduct themselves in a manner that would adversely impact the reputation or well-being of the SBPHC, PHIP, or any affiliated club. Any illegal activity will be grounds for immediate revocation of membership by the Board of Directors and denial of PHIP tickets

E. Member’s Dues

1. The annual dues payable to the Corporation by Members will be in such amounts as may be determined from time to time by resolution of the Board of Directors. The first annual dues will be payable and submitted in full with the application for membership. Future annual dues will be payable in advance at times determined by the Board of Directors. Annual dues of new Members will be prorated from the first day of the month in which such Member is entering. 

(1) Members will be nonassessable. 

(2) The amount of dues fixed by the Board of Directors shall become, on and after notice, and indebtedness to the Corporation collectible by due course of law. The failure to pay any dues shall render the Member liable to expulsion.

2. By a majority vote, the Board of Directors can waive, reduce, or extend the deadline for payment of dues for any member due to financial hardship. Requests for such provisions must be submitted in writing to any member of the executive Board within 30 days of his/her anniversary date. 

3. Any person who has not paid their dues by the due date may be subject to termination of their membership. 

4. Members with late dues will not be awarded any of the privileges due a member in good standing for the period within which they are delinquent. 

5. The Board of Directors shall be exempt from paying membership dues during their term of office. 

6. Upon completion of a full term of office, outgoing Board members are exempt from paying membership dues for the immediate following year.

7. Refund of Dues
   1. Refunds of dues are only made with a majority vote of the Board of Directors.
   2. Any person wishing to terminate his/her membership between anniversary dates will not be refunded any portion of their dues without a majority vote of the Board of Directors.
   3. If the Board of Directors determines, by majority vote between anniversary dates, that a person does not meet the requirements of membership, the Board can refund a portion of that person’s dues prorated by the number of days remaining until the anniversary date, thus terminating membership in the organization and all rights and privileges therewith.
   4. Any person who has not paid dues by the anniversary date will be considered to have terminated his/her membership and payment of dues will reinstate his/her membership under a new anniversary date.
   5. The Board of Directors reserves the right to refuse or terminate any membership.

8. Pursuant to the request of HK Management, The Howard Rose Agency, and Margaritaville Holdings, Inc., NO club member, founder, or club president is authorized to contact any of these organizations regarding Jimmy Buffett concert tickets or any other matter pertaining to Sarasota Bay Parrot Head Club, Inc.  Any and all communication shall be through Sarasota Bay Parrot Head Club, Inc.

9. The following disclosure statement should be included by each club on all new member applications, renewal notices, any written solicitations, and broadcast solicitations including incoming calls in which membership is discussed. “This contribution is not deductible as a charitable contribution for federal income tax purposes” unless IRS tax-exempt status has been established.  

10. Sarasota Bay Parrot Head Club, Inc., assumes no responsibility or liability for any club taxes or legal obligations.  It is the responsibility of each designated club representative to file any and all applicable tax returns and/or reports to federal, state and local agencies; to comply with federal, state, and local laws; and to comply with the regulations of the Corporation Commission or Attorney General in the state of club incorporation, if applicable.  Sarasota Bay Parrot Head Club, Inc. is not legally affiliated with any local club nor will Sarasota Bay Parrot Head Club, Inc. or its officers be held liable or accountable for the actions, omissions or behavior of any club or its membership.

11. Being a member of SBPHC does not guarantee the member tickets to any concert or show. A member must remain active in the club to be eligible to receive tickets or for any other Club promotions. 

12. Active Member Status: A member will be conferred active member status as long as they are current on dues payment, and during the last year have participated in at least three (3) SBPHC community, charity, or environmental events, attended at least three (3) monthly meetings, and have not violated any of the SBPHC or PHIP By-Laws within the current or previous ticket season, nor maintain an outstanding debt to SBPHC or PHIP. 

13. Membership dues ensure the continued operation of the club: newsletter production, letters, notices of upcoming events, postage, banners, web site production, and includes annual dues to the National PHIP, as well as allowing donation to many of the worthwhile charities the Club supports. 

14. The Board of Directors may present “guest” or “in-kind” memberships to individuals/families who make notable contributions to SBPHC or PHIP. Any member in good standing may nominate people they feel are deserving of such an honor. The Board will then require a majority vote for approval. This is a non-voting membership that is in effect until October of the following year, at which time the individual/family will be invited to join as regular members.

15. Membership in this Corporation is nontransferable and non assignable.

15. Membership will terminate in this Corporation on any of the following events, and for no other reason: 

(1) Receipt by the Board of Directors of the written resignation of Member, executed by such Member or his duly authorized attorney-in-fact. 

(2) The death of a Member. 

(3) The failure of a Member to pay dues, fines, or assessments on or before their due date. 

(4) For cause, inconsistent with membership, after notice and hearing by the Board of Directors. Before a membership terminates for any reason other than the resignation or death of the Member, the Member will be given an opportunity to be heard before the Board of Directors, unless he is absent from the county in which the Corporation is located. A Member terminating membership status for reasons other than death may be completely and automatically reinstated if correcting the cause of termination before formal adoption by the Board of Directors of a resolution acknowledging such termination.

IV. CODE OF CONDUCT AND HARASSMENT

1. The Sarasota Bay Parrot Head Club acknowledges and follows the Code of Conduct and Harassment policy recognized by PHiP contained herein.

2. Parrot Heads in Paradise (PHiP) is dedicated to providing a safe and  harassment-free environment for everyone regardless of gender identity and expression, sexual orientation, disabilities, neurodiversity, physical appearance, body size, ethnicity, nationality, race, age, religion, or other protected category. We do not tolerate harassment  in any form. PHIP takes violations of our policy  seriously and will respond appropriately. 

3. Members of PHIP must abide by the following policy:

1. Be kind and thoughtful to each other. We want all PHIP and Parrothead club events to be an excellent experience for everyone regardless of gender identity and expression, sexual orientation, disabilities, neurodiversity, physical appearance, body size, ethnicity, nationality, race, age, religion, or other protected category. Treat everyone with respect. Participate while acknowledging that everyone deserves to be here — and each of us has the right to enjoy our experience without fear of harassment, discrimination, or condescension, whether blatant or via micro-aggressions. Jokes shouldn’t demean others. Consider what you are saying and how it would feel if it were said to or about you.
2. Speak up if you see or hear something. Harassment is not tolerated, and you are empowered to politely engage when you or others are disrespected. The person making you feel uncomfortable may not be aware of what they are doing, and politely bringing their behavior to their attention is encouraged. If a club member or participant engages in harassing or uncomfortable behavior, the club leaders or event organizers may take any action they deem appropriate, including warning or expelling the offender from the event with no refund. If you are being harassed or feel uncomfortable, notice that someone else is being harassed, or have any other concerns, please contact a club leader or member of the event staff immediately.
3. Harassment is not tolerated. Harassment includes, but is not limited to: verbal language that reinforces social structures of domination related to gender identity and expression, sexual orientation, disabilities, neurodiversity, physical appearance, body size, ethnicity, nationality, race, age, religion, or other protected category; sexual imagery in public spaces; deliberate intimidation; stalking; following; harassing photography or recording; sustained disruption of talks or other events; offensive verbal language; inappropriate physical contact; and unwelcome sexual attention. Participants asked to stop any harassing behavior are expected to comply immediately.
4. This policy extends to off-site and on-site venues and activities attended by members of any Parrothead Club. This includes  musical performances, social media, parties, all attendees, partners, sponsors, volunteers, event staff, etc. PHIP and Parrothead clubs reserve the right to refuse admittance to, or remove any person from, any PHiP or club hosted event including future events at any time in its sole discretion. This includes, but is not limited to, attendees behaving in a disorderly manner or failing to comply with this policy, and the terms and conditions herein. If a participant engages in harassing or uncomfortable behavior, the club officials may take any action they deem appropriate, including warning or expelling the offender from the event with no refund.
5. Our zero-tolerance policy means that we will look into and review every allegation of violation of our Guidelines and Anti-Harassment Policy and respond appropriately. Please note, while we take all concerns raised seriously, we will use our discretion as to determining when and how to follow up on reported incidents and may decline to take any further action and/or may direct the participant to other resources for resolution.
6. PHiP will be happy to help club leaders or members contact security or local law enforcement, provide escorts, or otherwise assist those experiencing discomfort or harassment to feel safe for the duration of any Parrothead club event. We value your attendance.
7. Exhibiting partners, sponsors or vendor booths, or similar activities are also subject to this policy. In particular, exhibitors should not use sexualized images, activities, or other material. Booth staff (including volunteers) should not use sexualized clothing/uniforms/costumes, or otherwise create a sexualized environment. Participants and exhibiting partners or sponsors disobeying this policy will be notified and are expected to stop any offending behavior immediately.

4. Relevance

1. Harassment or conduct unbecoming of a Parrot Head is fortunately uncommon. We are gathered to enjoy the music, interface with like minded Parrot Heads and perform our community service activities. This policy aims to improve our organization by making it clear that harassment of anyone for any reason is not acceptable within our clubs, events and communities. This policy may prevent harassment by clearly defining expectations for behavior, aims to provide reassurance, and encourages people who have had bad experiences at other events to participate in this one.
2. Parrot Head Club members must acknowledge that they agree to follow the PHIP Code of Conduct and anti-harassment policy. Failure to abide by the Code of Conduct and anti-harassment policy may result in removal from any event for the remainder of the event and no refund will be issued.  If the behavior is severe enough that the Board of Directors recommend a semi or permanent ban, a committee will be formed to review the alleged behavior and any evidence submitted.  The member’s home club President will be notified and asked to sit on the committee.  The decision of the committee is final.

V. MEETINGS

1. General membership meetings shall be held monthly at a designated location, date, and time as determined by the Board of Directors and communicated to the membership via newsletter, e-mail, and/or web site information. 
2. SBPHC recognizes “Robert’s Rules of Order” as the standard guideline for conducting meetings and parliamentary procedure ofSBPHC.
3. General membership meeting decisions will be passed by a simple majority vote of members present. 
4. There will be no proxy voting.
5. Minutes will be taken at all meetings and will be available upon request at the following meeting. 
6. All meetings will be held within the geographical boundaries of the Club. 
7. Board of Directors meetings will be held on an as needed basis and are open to all members, but only Board members can vote on issues brought forth. 
8. If no general membership meeting has been called for 18 consecutive months, any member may call a special business meeting by sending a written notice to each elected and appointed Officer.

VI. BOARD OF DIRECTORS

General 

1. The Board of Directors shall manage all business and executive matters in accordance with the guidelines of Parrot Heads in Paradise, Inc. and the Club’s Statement of Purpose. 

2. The seven (7) volunteer directors shall consist of the President, Treasurer, Secretary, Membership Director, Charity Director, Social Director, and Communications Director.

3. The Board of Directors may operate in any manner deemed necessary for the continuation of the SBPHC. This may include the election of Board members in title only and  operating in a team concept with shared responsibilities.

4. It is the responsibility of the Board of Directors to meet no less than quarterly to discuss, in good faith, the issues and concerns of the members of the Club, and all past, present, and future direction of the Club. 

5. Meeting quorum shall consist of a majority of the Board of Directors. 

6. All members of the Board of Directors are entitled to one (1) vote on all matters brought before the Board and a simple majority vote of those present at the meeting is required to adopt any motion introduced at said meeting. 

7. Any and all Board decisions will be reported at the next General Business meeting. 

8. Directors shall serve as volunteers, without compensation except for the waiver of paying club dues while serving as an Officer and for one year after retiring from office. 

Terms of Office 

1. Each Board of Directors Officer’s term will consist of two (2) years of service. All seven (7) positions shall be voted on in the 2008 election. The Treasurer, Membership Director, and Social Director shall serve a one (1) year term and be subject to a new election in 2024 before beginning their two (2) year cycle. The President, Secretary, Charity Director, and Communications Director shall serve their two (2) year terms and elections for those positions will be held in 2025 and every two (2) years after that date. There will be no term limits for any position. All terms of office will expire at the Call to Order of the November General Meeting of the following year. 

2. Any Director who resigned from office without completing the term of office will not be eligible to run for a Director position again for two (2) years from the date of resignation. 

Eligibility Requirements 

1. All Officers/Executive Board Members shall be members in good standing, for a period of no less than six (6) months prior to nomination/appointment. 

Vacancies 

1. Vacancies in all positions can be created by resignation, abandonment of duties, or by violation of any articles of the by-laws. A position shall be defined as abandoned if the Officer is absent from all General Business Meetings without just cause for a period of three (3) consecutive months. Persons filling vacated positions shall be appointed for the duration of the term by a majority vote of the Board, with the exception of the Treasurer position. This position for appointment must be presented to the membership for approval with a majority vote of those members present at a general membership meeting. 

2. Abandonment and just cause will be determined by a two thirds (2/3) vote of all Board members. 

3. Should the office of President become vacant, or the President become incapacitated, the Treasurer shall continue to exercise the powers, duties, rights, and responsibilities of the President’s Office until such time that a selection by nomination by majority vote of the Board of Directors is reached, or upon return to duty by the President. In the circumstance whereby no one steps forward to be President of the Sarasota Bay Parrot Head Club, after following all avenues of nomination and/or selection, the current or vacating President is authorized to discontinue theClub. 

4. Should any other Directors office become vacant, the remaining Directors shall appoint a volunteer Director subject to the standard approval of the Executive Board. Should a Director have an Assistant, the Assistant shall be given first choice to hold the Director position. 

5. All such positions will be deemed temporary until the next General Election can be held. 

Removal 

1. Any Director may be removed from office for “just cause,” for reasons including, but not limited to: malfeasance, nonfeasance, and misfeasance, gross negligence in responsibilities in office, omissions or actions determined by the Board of Directors to be a detriment to the Club. This shall be subject to review by the Board of Directors, and approved by the membership of the Club. 

2. Any Director missing three (3) consecutive planned meetings (monthly business meetings or special meetings) without reasonable cause shall be deemed removed. 

3. Any member of the Club may bring a written motion for removal before the Board of Directors. The Directors shall review the motion for reconsideration. 

4. This motion will be voted upon within 15 (fifteen) working days of receipt by the Directors, unless written dispute or request for clarification is received of any member. Such a request shall be filed within seven (7) working days, with a response required within an additional seven (7) working days. This correspondence shall continue until the matter is resolved and voted upon. 

Recall

1. Recall of any member of the Board of Directors can be made by any member upon presentation of a petition, which describes the reason for recall. The petition must be signed by at least twenty-five percent (25%) of the current members in good standing at the date on which the petition is presented to any member of the Board of Directors. 

2. The recall of any elected officer may be affected for any of the following reasons: a. Mental or physical disability resulting in substantial inability to execute the duties of that office. b. Malfeasance, misfeasance, or nonfeasance of office. 

3. Upon presentation of such a petition to the President, a special election chairman shall be appointed to supervise the voting, to receive and count ballots and to certify the result, in writing, to the President, with a copy to the newsletter editor for publication. Such a petition, together with a ballot, shall appear in the next newsletter, provided it is received by the editor three (3) days prior to the deadline date established by the Newsletter Editor and/or his/her committee, and provided electronically. 

4. Balloting rules of a regular election or vote shall apply, except that the designated date for the final receipt of ballots shall be no less than thirty (30) days nor more than ninety (90) days from the date of the newsletter publication. 

5. In recall elections, a minimum vote of twenty percent (20%) of the membership must be received in order to affect a recall. A simple majority of the ballots cast will determine rejection or approval. 

6. The President shall inform the membership in writing via the newsletter, in addition to any other (written/electronic) documented media, of the results no later than ten (10) days following the certification of the election. 

Duties 

1. President: The President shall be the principal executive officer of the organization, in charge of the business and affairs of the organization. The President shall assure that the resolutions and directives of the Board of Directors are carried out, except in those areas where the Board of Directors assigns the responsibilities to another person. The President shall: 

I. Be the executive Officer of the corporation and preside at the monthly business meetings, any special meetings and meetings of the Directors. 

II. Serve as primary PHIP contact, including submitting to the PHIP Director of Membership a semi-annual report describing all community, charity, and environmental projects, due by July 31st and January 31st of each year. 

III. Be the official liaison with other local clubs, groups, and organizations with which the Club wishes to communicate, unless otherwise delegated by the President. 

IV. Be the Official Liaison with all beer and liquor manufacturers, their agents, and distributors, unless otherwise delegated by thePresident. 

V. Act as the ticket liaison between the designated regional ticket coordinator and SBPHC. 

VI. Formulate and manage effective policies for fair and impartial distribution of Jimmy Buffett concert ticket blocks. 

VII. Mediate ticket disputes. 

VIII. Formulate the job descriptions for and assign the respective duties of the additional positions, subject to the approval of the majority of the Board of Directors. 

IX. Be an ex-officio member of all committees. 

X. Have the power to call Special Meetings of the organization and Special meetings of the Executive Board. 

XI. Be financially responsible for the Club. 

XII. Acts as the designated signature authority forSBPHC. 

XIII. Maintain physical office of the club (i.e. PO Box, telephone, etc.),unless otherwise delegated by the president. 

XIV. Overall administration, responsibility for the club, keeper of club records, mailing lists, etc. 

XV. Volunteer time at local and national events. 

XVI. Be responsible for ensuring timely transfer of all documents related to the position into SBPHC’s electronic storage location as available (ie. Dropbox). 

XVII. Maintain and promote timely communications with the Board of Directors And the general membership. 

XVIII. Be responsible for maintaining and updating any information related to the listed Presidential duties to any of the clubs existing social media platforms and related website pages. 

XIX. Cast one (1) vote in all matters before the Board of Directors regarding SBPHC. 

2. Treasurer: The Treasurer shall: 

I. Manage all accounting and financial activities of the organization. 

II. Maintain adequate records and files for the organization according to generally accepted accounting practices and have all records available upon request. 

III. Provide club financial records for review quarterly at Club general membership meetings. 

IV. Obtain prior approval of the Directors for the administrative costs required for the monthly operation of the organization. 

V. Maintain all Club financial accounts. 

VI. Acts as the designated signature authority for SBPHC in the absence of the President. 

VII. Submit a monthly financial statement to the Directors. 

VIII. Provide financial records to the Board of Directors on a quarterly basis and after all major SBPHC events. 

IX. Submit a complete printed financial report to the General Membership at the February General Meeting. This report shall also be available to all members in good standing, upon request, via e-mail or other form of electronic communication. 

X. File all tax returns and corporation papers on an annual or “as needed” basis in compliance with Federal, State, and local laws. 

XI. Oversee an annual audit of the previous year’s records as necessary. 

XII. Be responsible for ensuring timely transfer of all documents related to the position into SBPHC’s electronic storage location as available (ie. Dropbox). 

XIII. Maintain and promote timely communications with the Board of Directors and the general membership. 

XIV. Cast one (1) vote in all matters before the Board of Directors regarding SBPHC. 

3. Secretary: The Secretary shall: 

I. Keep an accurate and complete permanent written record of all business conducted by the Directors and club business meetings. 

II. Respond or correspond with other groups or individuals as requested by the Board of Directors. 

III. Convey any information the club members submit for publication. 

IV. Coordinate the purchase and sale of club related merchandise. 

V. Maintain a copy of the master list of all members and their contact information. 

VI. Be responsible for ensuring timely transfer of all documents related to the position into SBPHC’s electronic storage location as available (ie. Dropbox). 

VII. Maintain and promote timely communications with the Board of Directors and the general membership. 

VIII. Be responsible for maintaining and updating any information related to the listed Secretarial duties to any of the clubs existing social media platforms and related website pages. (ex. Google calendar, website-meeting minutes page, social media platform posts). 

IX. Cast one (1) vote in all matters before the Board of Directors regarding SBPHC. 

4. Membership Director: The Membership Director shall: 

I. Welcome new members to the Club, to include a personal welcome, phone call or email, at or before their firstevent. 

II. Distribute renewal applications to all club members as specified at least thirty (30) days prior to membership expiration. 

III. Receive the application information and ensure information is entered into the clubs master membership spreadsheet. 

IV. Maintain and update the club’s group email account to contain all members in “good standing”. 

V. Contact members whose memberships have lapsed. 

VI. Provide staffing to manage membership tables with knowledgeable and enthusiastic members at designated events. 

VII. Be responsible for ensuring timely transfer of all documents related to the position into SBPHC’s electronic storage location as available (ie. Dropbox). 

VIII. Maintain and promote timely communications with the Board of Directors and the general membership. 

IX. Be responsible for maintaining and updating any information related to the listed Membership Director duties to any of the clubs documents, existing social media platforms and related website pages. (ex. Membership spreadsheet, Google calendar, website-membership page, social media platform posts). 

X. Cast one (1) vote in all matters before the Board of Directors regarding SBPHC

5. Charity Director: The Charity Director shall:

I. Assume the responsibility and oversee all charitable endeavors of the group, including environmental, community, and charity events and activities. 

II. Establish, build, and maintain partnerships with each charitable organization the SBPHC supports with monetary and staffing contributions, and act as a primary contact between the Charity and the SBPHC and its members. 

III. Respond to requests for information and correspondence from otherClubs, groups, and organizations with regards to charitable events and functions. 

IV. Be responsible for ensuring timely transfer of all documents related to the position into SBPHC’s electronic storage location as available (ie. Dropbox). 

V. Maintain and promote timely communications with the Board of Directors and the general membership. 

VI. Be responsible for maintaining and updating any information related to the listed Charity Director duties to any of the clubs existing social media platforms and related website pages. (ex. Google calendar, website-charity page, social media platform posts). VIII. Cast one (1) vote in all matters before the Board of Directors regarding SBPHC. 

6. Social Director: The Social Director shall: 

I. Coordinate SBPHC social events and act as primary contact for said events. 

II. Coordinate participation at the PHIP annual convention. 

III. Provide and coordinate participation for existing social media platforms. 

IV. Plan all events and budgets to be fiscally responsible and in accordance with past practices. The event budgets must have prior approval of the Directors. 

V. Appoint committees and assistants when deemed necessary and report these appointments to theDirectors. 

VI. Coordinate promotions of Club events. 

VII. Arrange for pick-up, delivery, and return of rental necessities. 

VIII. Ensure timely transfer of all documents related to the position into SBPHC’s electronic storage location as available (ie. Dropbox). 

IX. Maintain and promote timely communications with the Board of Directors and the general membership. 

X. Be responsible for maintaining and updating any information related to the listed Social Director duties to any of the clubs existing social media platforms and related website pages. (ex. Google calendar, website-performers page, social media posts) 

XI. Cast one (1) vote in all matters before the Board of Directors regarding SBPHC.

 7. Communications Director: communications director shall: 

I. Be responsible for the documentation of all events photographically. 

II. Be responsible for the updating of the Club photo albums and make sure it is available online. 

III. Be responsible for collecting pictures electronically or otherwise for posting on the Club’s social media sites (website, Facebook, etc.). 

IV. Communicate, organize, disseminate, and be the sole source of all public information concerning SBPHC (In conjunction with the President). 

V. Be the editor of the Official Club newsletter. XVII. Ensure timely transfer of all documents related to the position into SBPHC’s electronic storage location as available (ie. Dropbox). 

VI. Maintain and promote timely communications with the Board of Directors and the general membership. XIX. Ensure maintenance of existing social media platform accounts 

VII. Ensure the club website is maintained and updated with current events and information as necessary. 

VIII. Be responsible for maintaining hosting site issues and act as webmaster for all domains listed under the hosting platform. 

IX. Maintain and update club email addresses. 

X. Manage and maintain the SBPHC and BOD email groups list. 

XI. Be responsible for maintaining and updating any information related to the listed Communications Director duties to any of the clubs existing social media platforms and related website pages. (ex. Google calendar, website-webmaster, social media platform posts) 

XII. Cast one (1) vote in all matters before the Board of Directors regarding SBPHC. 

VII. ELECTIONS AND VOTING 

A. Board of Directors voting: 

1. The Board of Directors shall be selected by a majority vote of ballots received from the membership. 

2. No later than July 31st of each year, an Election Officer will be appointed by two thirds (2/3) vote of the current Board of Directors. This individual cannot be a current member of the Board, a member seeking office, nor can he or she be a current club leader or representative, but he or she must be a member in good standing of the SBPHC. This individual will be responsible for collecting and tabulating the voting responses and for communicating and certifying the results of any elected officer to the Board of Directors. 

3. A call for nominations will be printed in the June and July newsletters and sent electronically. This notice will include the offices to be elected, the dates and terms of the upcoming election and a statement that the election will be by ballots voting for a simple majority. 

4. Any member of SBPHC shall have the opportunity to submit to the Election officer a nomination for consideration of office. Applicants must comply with the following requirements: 

I. Applicant must be a member in good standing. 

II. Applicant must have been a member of SBPHC for six (6) full months prior to nomination for his/her position. 

III. Applicant must submit their nomination for consideration to the Election Officer by mail, email, or in person to the club address of record or to the elections Officer no later than the third Wednesday of September or in person at the General Business meeting. 

5. The election officer is responsible for preparing a ballot for timely distribution to the membership. Ballots will be mailed or emailed to club members upon request no later than the 30th of September of each year. Each ballot shall contain the name of the member to which it is intended and shall include all offices to be elected and all qualified nominees for each office. It shall also contain the name of the Election Officer and address to where they can be mailed. Only return ballots received by the third Wednesday of October shall be counted. Ballots may also be delivered in person at the October Business meeting, and general election voting of present members shall occur. 6. If a nominee is unopposed in the election, the Election Officer can declare that nominee as a winner without the need for a vote. 

7. All voting for the next years’ officers must be completed by the October General Meeting. Final results of the election shall be tabulated before the end of the October meeting and announced at that time. 

8. The election officer shall then seal all ballots to be maintained for 30 (thirty) days and then destroyed. 

9. The newly elected Directors, as certified by the Election Officer, shall take office immediately. 

B. Elements for Voting 

1. Elections can be held at any time for any reason by a majority vote of the Board Of Directors. Only the Board can present motions to be voted on by the General Membership or before the Board of Directors once a petition is brought forward. 

2. The Board of Directors as a whole or in part will not endorse any candidate for any office in any arena except as specified in Article III, Section A, Item 4. 

3. Any election or voting for any reason, not otherwise covered by these By-Laws, which require membership vote, will be advertised through the newsletter and electronically and all votes will be based on majority votes of present membership or responding members if the vote is held by mail. 

4. Any items to be voted on by the General membership must be communicated to the members at least one (1) month prior to the deadline of voting. The Board of Directors will determine the deadline by which mail-in votes must be postmarked and only those responses will be counted. 

5. For voting by mail, the ballot will contain the name and address to which the ballot must be returned with a clear communication of the deadline for voting. 

6. The organization is not required to pay for return postage on any ballots. 

7. ElectionCommittee 

I. The Election Officer overseeing the election of Board members shall abide by the course of action as described in Article III, Section A. items 1-8. 

II. The Election Officer can be removed for failure to perform any of his/her duties in a timely and objective fashion by a two-third vote of the Board of Directors. 

III. Election Committee members shall perform their duties until the election has been completed and certified, and then relieved of their duties. Committee members may be reappointed to future elections as necessary. 

8. In the event of a tie vote of any General Membership vote, a run-off election will be held among the two (2) persons or options presented for vote. If a run-off is not possible as in the case of a yes or no proposal, the Board of Directors will decide based on a majority vote. 

9. In the event of a tie within the Board of Directors, the tie vote in an election or motion before the Board will be broken by a vote of the President and all voting members at Large on the Board that are present. If a tie vote remains, the President will break the tie. 10. In the event that business must be decided by the Board of Directors between scheduled meetings, the President may conduct an in person meeting, an on-line meeting, a meeting by telephone or e-mail each member of the Board of Directors either individually or as a group. Regular quorum rules will apply with each voting member considered present. 

11. Each Board member must respond within reasonable published time parameters using the designated crew email to maintain continuity of records. 

C. Nominating 

1. Candidates wishing to run for office who are not already on the Board of Directors will follow the procedures in Article III, Section A, Item5. 

2. Only members in good standing will be considered for nomination to any elected position. 

3. In the event that an elected official fails to meet the membership requirements at any time during his/her term, he/she will receive written notice from the Board that a thirty (30) day grace period will be offered to correct the disqualifying event. At the end of the grace period, any elected officer who failed to meet the membership requirements will forfeit his/her position on the Board of Directors. 

VIII. APPOINTED COMMITTEE OFFICERS (ACO) 

A. The president may appoint additional committee officers from the membership at large as deemed necessary, subject to a majority vote of the Board of Directors. These ACO’s hold non-voting positions, and shall serve as appointed chairpersons of one designated committee. 

B. The tasks of the appointed chairman and his/her committee shall be defined by the Board of Directors. 

C. Committee members serve at the discretion of the ACO in charge of that committee. 

D. The committee chairperson’s term of office will be established by the Board of Directors. 

E. The appointed chairperson may be removed by the President or a majority vote of the Board of Directors. 

F. The appointed chairperson may appoint his/her own committee, with the exception of the elections committee. 

G. SBPHC respects the recommended appointment of a regional ticket coordinator per the request of PHIP. 

H. Appointed Committee Officers and committees may include, but are not restricted to, the following: 

1. elections 

2. Special events

3. historian/scrapbook 

4. membership 

5. newsletter editor 

6. public relations 

7. singles coordinator 

8. travel coordinator 

9. other chairpersons may be established and appointed as the need arises.

IX. INFORMAL ACTION 

1. Waiver of Notice: Whenever any notice whatever is required to be given under the provisions of the law, the Articles of Incorporation of this Corporation, or these Bylaws, a waiver of such notice in writing signed by the person or persons entitled to notice, whether before or after the time stated in such waiver, will be deemed equivalent to the giving of such notice. Such waiver must, in the case of a special meeting of Members, specify the general nature of the business to be transacted. 
2. Action by Consent: Any action required ob law or under the Articles of Incorporation of this Corporation or these Bylaws, or any action which otherwise may be taken at a meeting of either the Members or Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the persons entitled to vote with respect to the subject matter of such consent or all Directors in office, and filed with the Secretary of the Corporation.

X. MISCELLANEOUS

1. Execution of Documents: Except as otherwise provided by law, checks, drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of this Corporation will be signed by the Treasurer and countersigned by the President. Contracts, leases, or other instruments executed in the name of and on behalf of the Corporation will be signed by the Secretary and countersigned by the President, and will have attached copies of the resolutions of the Board of Directors certified by the Secretary authorizing their execution. 
2. Books and Records: This Corporation will keep correct and complete books and records of account, and will also keep minutes of the proceedings of its Members, Board of Directors, and Committees. The Corporation will keep at its principal place of business a membership register giving the names, addresses, and details of the membership of each, and the original or a copy of its Bylaws including amendments to date certified by the Secretary of the Corporation. 
3. Inspection of Books and Records: All books and records of this Corporation may be inspected by any Member, or his agent or attorney, for any proper purpose at any reasonable time on written demand under oath stating such purpose. 
4. Nonprofit Operations – Compensation:This Corporation will not have or issue shares of stock. No dividend will be paid, and no part of the income of this Corporation will be distributed to its Members, Directors, or Officers. However, the Corporation may pay compensation in a reasonable amount to Members, Officers, or Directors for services rendered.
5. Contracts: The Board of Directors only may authorize officer(s), agent or agents, and/or committee members, in addition to those mentioned and authorized in these By-Laws, to enter into any contract or execute and deliver any instrument in the name and on behalf of the club; such authority may be general or restricted to specific instances. All authorizations are to be in writing from the Board of Directors. No Club member shall have the authority to represent SBPHC in any capacity, contract, obligation, function, or event without the express written consent of the Board of Directors. 
6. Checks, Drafts, etc: The President and/or Treasurer shall sign all checks, drafts, or other orders for the payment of monies, notes, or other evidence of indebtedness issued in the name of SBPHC. 
7. Deposit: Receipts of the organization shall be deposited at least monthly to the credit of SBPHC in such FDIC banks, savings and loans, trust companies, or other depositories as the Board of Directors may select. 
8. Financial Audit: Before the release of the SBPHC financial status report to the General Membership at the February meeting, all records will be first audited by a third party committee to be named by the Board of Directors. 
9. Funds
   1. A portion of the proceeds generated from the activities of SBPHC may go to charity as determined by the general membership and/or Board of Directors. 
   2. Distribution of funds may be limited in order to maintain a positive financial account and continue to support operating costs withinSBPHC. 
   3. All special events should be financially self-supporting. If a deficit appears imminent, it shall be reported to the Board of Directors promptly. 
   4. The Treasurer and/or President may submit or approve payments of not more than $200, per occurrence, without prior approval from the other Board members. 
   5. All other payments and purchases must be approved by a majority vote of the Directors in order to be funded by SBPHC. 
   6. All expenses must be approved prior to reimbursement. 
   7. Reimbursement of expenses to any member who has incurred said expenses on behalf of the organization must be accompanied by a written request for reimbursement to any member of the Board. Proper documentation including receipts must be submitted for consideration. 
   8. Submission of Board Member receipts for reimbursement will be approved in the same manner except that the Officer will excuse him/herself during the discussion of reimbursement and will not vote on the issue. 
10. Gifts: SBPHC members may accept, on behalf of SBPHC any contribution, gift, bequest, or device. Gifts accepted by members on behalf of the Club remain the property of the Club and as such must be reported to the Board of Directors within thirty(30) days. 
11. Property: Any property belonging to SBPHC shall not be used, transferred, acquired, divested or consumed by any person without written consent of the Board of Directors following a majority vote of approval. The term “property” includes all property real or personal, tangible or intangible, which may be owned, created by or in the possession of SBPHC absent an overriding legally enforceable contract. 
12. Membership Directory: the following statement is to be added to each printed membership directory; “This Directory is for the exclusive use of Club members. It is not to be utilized for any purpose not directly associated with the Sarasota Bay Parrot Head Club, nor is it to be released to other parties without the express written consent of the Board of Directors.” Further, SBPHC must submit the names, addresses, telephone numbers (optional) and email addresses (optional) of all members in good standing to PHIP, due no later than January 31st of each year. I. Mailing List: Use of mailing lists identifying club leaders or club members for external solicitation purposes of any kind (including charitable) is strictly prohibited. J. Fiscal Year: January 1 through December 31. 
13. Amendments: Amendments to these By-Laws may be proposed by a petition signed by twenty-five percent (25%) of the current members in good standing and presented to the President. The Board of Directors can present, for general membership vote, any amendments to the By-Laws which have been approved by the Board of Directors by a majority vote. 
14. Adoption of By-laws: These by-laws have been approved by a majority of members in good standing at a General Business meeting. Future modifications/amendments to the by-laws will be researched and proposed by a specially appointed committee. 
15. Infractions of By-Laws by Individuals
    1. Any current SBPHC member may submit in writing only (signed, dated, and clearly written), within thirty (30) days of the occurrence of the stated infraction(s), to the Board of Directors, a detailed statement regarding the alleged infraction(s) of the by-laws by any other current SBPHC member. 
    2. The Board will inform, by letter, the SBPHC member of the alleged infractions against him/her, along with the name of the member who has submitted the infraction. The member will be given thirty (30) days to provide a written response to the Board. If the member chooses not to respond within thirty (30) days, the Board will move forward to a decision without the member’s input. 
    3. At the next scheduled Executive Board meeting, after the thirty (30) day deadline, the Board of Directors will evaluate the alleged infraction(s) and make one of the following decisions:
       1. No Action – the alleged infraction has been considered by the Board and the Board will take no action, 
       2. Action – the alleged infraction has been considered by the Board and action is being taken as determined by a two thirds (2/3) decision of the Board. The specific action is entirely left up to the discretion of the Executive Board and is to be based only upon the stated infraction. 
       3. If action is taken against the SBPHC member for an infraction(s) of the SBPHC by-laws, the member will be informed in writing within thirty (30) days of the Board of Directors decision. The member who submitted the original statement of alleged infraction(s) shall be provided with a copy of the Boards decision. 
       4. The Board of Directors may suspend from SBPHC any member whom the entire Board determines no longer meets the requirements for membership set forth in Article V of these by-laws. This must be done by two thirds (2/3) vote. The vote suspends such member’s membership in SBPHC and all rights and privileges associated therewith. 
       5. At the next scheduled SBPHC meeting, the membership shall be informed of the decision, and the information shall be properly recorded in the minutes. 
       6. SBPHC Board of Directors decisions shall be considered final.

XI. Adoption of By-Laws: August 13, 2024