AMENDED AND RESTATED BYLAWS
SARASOTA TRAP, SKEET AND SPORTING CLAYS,
ARTICLE I: BOARD OF OFFICERS AND DIRECTORS
Section 1. The government and administration of the affairs and
property of the Sarasota Trap Skeet and Sporting Clays, Inc. (hereinafter the
“Corporation”) shall be vested in a Board of Officers and Directors
(hereinafter the “Board”) consisting of nine Directors, four of which shall be
Officers; a President, Vice-President, Treasurer and Secretary of the
Corporation. The Board shall exercise all powers of the Corporation and perform
all lawful acts and things necessary to fulfill its purposes.
Section 2. Directors shall be elected by vote of the general voting
membership to serve staggered terms of three years such that the terms of three
Directors expire each year. Three Directors will be elected each year. The Board, immediately following each annual
meeting, shall elect such Officers from the new Board, to serve for a term of
one (1) year or until their successors shall be elected, a President,
Vice-President, Secretary, and Treasurer, and such other Officers as the Board
from time to time determines appropriate. The immediate past President of the
Board will act as chair until a new President is elected.
Section 3. All Directors must be
voting members of the Corporation in good standing with dues fully paid, and
termination of membership for non-payment of dues shall automatically
disqualify any Director and create a vacancy in such office or Director
position. Any Director vacancy on the Board shall be filled until the next
general election by a vote of the remaining members of the Board, even though
the number of remaining members is less than a quorum. If a vacancy occurs in the Office of
President, the Vice-President shall assume the office and duties of the
President until the next general election. In the event of a vacancy occurring
in the Office of Vice-President, Secretary or Treasurer, said vacancy shall be
filled by a vote of the remaining members of the Board in the same manner as
for filling a Director vacancy.
Section 4. The Board shall meet at least one time per month on a date
established by the Board and convenient to those members on the Board. The schedule shall be made available to the
membership for the entire membership year. Special meetings of the Board may be
called by the President, or shall be called upon the request of a majority of
the Board. The Board may meet without formal written notice, but each member
shall be notified of a meeting not less than two days prior to the time of said
meeting. Board members may not appoint proxies to represent them at any meeting
of the Board; however, they may attend these meetings telephonically if
necessary with the prior explicit approval of the Board. A quorum necessary for
meetings of the Board shall be a majority of the Board members. All actions of
the Board shall be by motion or resolution adopted by a majority of the Board
members present at any duly constituted meeting. The Board may utilize telephone and e-mail
polling on issues requiring a Board vote in lieu of calling a special Board
meeting, provided that no one (1) Board member requires or calls for a formal
meeting of the Board.
Section 5. Any conflict existing
or arising between the personal interest of a Director and the interest of the
Corporation in any matter shall be promptly disclosed in writing to the Board
and such Director shall be excused from voting and/or otherwise acting on
behalf of the Corporation in said matter.
Section 6. The Board shall adopt
and publish to all users of the Corporation’s facilities, rules and regulations
designed to promote the safety, welfare and harmony of such users, and the
financial health and good reputation of the Corporation. Such rules and
regulations may include warnings of potential consequences for violations. The
Board, Corporation Manager, and Corporation range officers shall have the
authority to impose discipline for violations of such rules and regulations
including termination of membership and the authority to deny, temporarily or
permanently, the use of the Corporation’s facilities for serious or repeated
violations immediately upon said violation. Any such user accused of a
violation shall have the right to a hearing before the Board within 30 days of
the imposed discipline. The Board,
Corporation Manager, or Corporation range officer has the right to suspend the
member in question until the hearing.
Section 7. The Board shall
ensure that the Corporation has and maintains adequate insurance of all types
necessary or desirable including general liability, Officers and Directors
liability and workmen’s compensation, and that the requirements of the
insurance contracts are met by the Corporation.
Section 8. The Board shall have
the authority to hire and employ a manager who shall be in charge of the
day-to-day operations of the property of the Corporation. Such manager shall be
responsible only to the Board and shall be provided by the Board with a written
description, which may be amended from time to time, of his/her duties and
Section 9. All Board members shall serve without compensation, either
in cash or in kind. Actual expenses paid or incurred by a Board member in
furtherance of the Corporation’s business shall be approved by the Board and
repaid promptly by the Corporation to such member.
Section 10. Any Director may be removed from the Board by the
affirmative votes of fifty-one percent (51%) of the total voting membership at
a special meeting held for that purpose, or by an affirmative vote of
seventy-five percent (75%) of the total Board, including the President.
ARTICLE II: DUTIES OF OFFICERS
Section 1. The President, or in his absence or inability to act, the
Vice President, shall be the executive head of the Corporation. He shall
preside at all meetings of the Board and of the general membership, and, except
as provided in these Bylaws, have general supervision of all corporate
activities. He shall have authority to direct expenditures in the ordinary
administration of the Corporation in a sum not exceeding $1,000.00 for each
expenditure, nor more than $2,000.00 in any one month; provided however, that
routine expenditures for items such as utility bills, taxes, maintenance or
contracts theretofore approved by the Board shall not be construed to be within
this limitation. Insofar as possible, the President shall defer all
expenditures unless authorized by the Board. The President shall sign all
documents required to be signed in the Corporate name and shall be the chief
executive officer thereof. Should the President refuse to sign any document
approved by the Board, or fail in any way to perform his duties in any way,
then in that event he may be removed from his office by a sixty-two percent (62%)
vote of the other members of the Board.
Section 2. The Vice-President shall act and have the same duties and
responsibilities and authority as the President in his absence. In addition,
the Vice-President shall have charge of these Bylaws in cooperation with the
Secretary and shall be responsible for advising the Board and the President
when any proposed action appears to be inconsistent with one or more provisions
of these Bylaws. In case of disagreement over the interpretation of one or more
such provisions a majority vote of the Board shall control.
Section 3. The Secretary shall have charge and custody of the books and
records and documents of the Corporation except those pertaining to financial
matters, and shall issue all notices of meetings and keep minutes of the same.
The Secretary shall be charged with the responsibility of custody of the
Corporate Seal. The Secretary shall perform such other duties as may be
directed from time to time by the Board.
Section 4. The Treasurer shall have the custody of all moneys or other
properties and of all financial records, books and documents of the Corporation
and shall keep the same in a secure place and have the same available at the
request of the President or the Board. The Treasurer shall direct the deposit
of all moneys in a bank selected by the Board and shall direct the disbursement
of those moneys by check bearing his/her signature or the signature of those
designated by the Board to be on the bank accounts signature card. The
Treasurer, or designated Board Member shall, in consultation with the Manager,
prepare and submit to the Board by December 1st of each year a proposed budget
setting forth the proposed and expected expenditures and projected revenue for
the coming year. The Board shall approve the proposed budget as submitted or
with required amendments by the end of December
Section 5. All Officers shall have the responsibility and authority to
report the status of the Corporation to the Board.
ARTICLE III: MEMBERSHIP
Section 1. There shall be two (2) classes of members: Resident and
Nonresident. Resident members must be permanent residents in the state of
Florida. Proof of residency will be made by presentation of a valid Florida
Driver’s License and/or a Florida Voter’s Registration Card. Resident members
are the only memberships with voting rights in the Corporation. Nonresident
members are nonvoting members in the Corporation. Additional sub-categories to the types of
memberships may be created at the discretion of the Board as long as they do
not violate the voting rights of the voting membership. Members shall pay annual dues as set by the
Board. The membership year shall be from January 1st through and including
December 31st, and annual dues shall be paid accordingly. The Board at its
regular meeting in the month of November each year shall set dues for the
Section 2. Members may be of either sex and must be age eighteen (18)
Section 3. New members shall obtain membership by appropriate
application accompanied by an initiation fee as set by the Board and dues for
the year in which the application is made; then upon the affirmative vote of
the Board approving same. Pro-rata dues
may be accepted at the discretion of the Board for the remainder of the year in
which the application is made. Membership may be renewed annually by
appropriate application approved by the Board and payment of the current annual
Section 4. Annual dues for renewing or former members shall be
delinquent if not paid by the fifteenth (15th) of the first month of the
membership year; thereafter delinquent members shall not be entitled to the
rights and privileges accorded to members of the Corporation in good standing
and shall not be entitled to pro-rata dues upon rejoining; provided, however,
that the Board in its discretion may grant pro-rata dues to a former or
renewing member rejoining after July first (1st) if such member also pays at
the same time full annual dues at the then current rate for the next membership
ARTICLE IV: GENERAL MEMBERSHIP MEETINGS
Section 1. All meetings of the general voting membership shall be
called by a written notice addressed to the voting members of the Corporation,
at the e-mail addresses of said members as they appear on the records of the
Corporation, and mailed at least ten (10) days in advance of the date set for
the meeting. The meeting notice will also be posted on the club premises at
least ten (10) days in advance of the date set for the meeting. Members may
submit a written request for a postal mailing if they do not have an e-mail
Section 2. Ten percent (10%) of the voting membership shall constitute
a quorum for the conduct of the business of the Corporation.
Section 3. The annual meeting of
the Corporation shall be held on a Saturday in the month of November of each
year at such time and place as may be designated by the Board for the
convenience of the general membership.
Special meetings of the general membership may be called by the Board on
not less than ten (10) days written notice, stating the object thereof; or upon
the written request of fifteen percent (15%) of the general membership of the
Corporation, the Board shall call a general membership meeting.
Section 4. At the annual
meeting, the Board and the Manager shall report to the membership the
activities of the Corporation during the preceding year, future actions under
consideration, actions of the Corporation then in process, the financial
position of the Corporation, and such other matters as the Board or the
membership may deem of interest. Reports from the Officers of the Corporation
shall be made at the request of the membership.
Section 5. Meetings shall be conducted under the parliamentary
procedure of Roberts Rules of Order.
Section 6. Voting methods at general meetings shall be determined by
the decision of the Board on any proposal, motion or resolution submitted for
Section 7. At all meetings of the general membership, affirmative
majority votes of those present shall be necessary to validate any action.
Section 8. No voting by proxy shall be allowed at any meeting of the
Section 9. All voting members of the Corporation shall have the same
vote provided that member’s dues are not delinquent at the time of the
meeting. Family memberships shall be
restricted to one (1) vote.
ARTICLE V: NOMINATIONS AND ELECTION
Section 1. All nominations of candidates for Director shall be made at
the regularly scheduled Board meeting in the month of October. Nominations may
be made from the floor by any member in good standing and shall be seconded and
accompanied by an indication from the nominee, in writing or in person, of
consent to serve in the position for which he/she was nominated. A list of the
nominees shall be posted on the various bulletin boards of the Corporation and
on its website within forty-eight (48) hours of the close of nominations.
Section 2. At the regularly scheduled Board meeting in the month of
October the Board shall appoint an Election Committee, if required, consisting
of at least four (4) general members of the Corporation willing to serve and
one (1) member of the Board who shall serve as Chairman of the Committee. No
nominee for any Board position may be a member of the Election Committee. A
list of the Election Committee members shall be posted alongside the list of
nominees as provided in Section 1 above.
Section 3. Voting for Directors shall be by written ballot and voting
by proxy shall not be allowed.
Section 4. Beginning seven (7) days prior and continuing to the annual
meeting, the Election Committee shall make available to every voting member in
good standing on the rolls of the Corporation a uniquely numbered ballot
listing the nominees. Each member receiving a numbered ballot shall acknowledge
receipt of same on a list kept for that purpose by the Election Committee.
Completed ballots may be returned at a place designated by the Election
Committee to a member thereof who shall receive and maintain the ballot in
secrecy, record its return, obtain the signature of the voter and deposit the
ballot in a secure enclosure kept for that purpose. All ballots must be
received and checked in by the Election Committee prior to the scheduled
starting time of the annual meeting or they will not be counted. The ballots
shall be counted by or under the supervision of the Election Committee and the
results announced as the last order of business at the annual meeting.
Section 5. The Election Committee shall have the duty and authority to
do all things necessary and appropriate to plan, organize and conduct the
annual election in accordance with Section 4 above including:
a. Preparing and dispensing ballots,
b. Verifying eligibility of ballot recipients and voters
c. Receiving, checking-in and securing returned ballots
d. Counting ballots or supervising the counting
e. Verifying that the number of valid ballots cast meets the quorum
requirements of Article IV, Section 2 above, and
f. Shall undertake to seek out at least two (2) interested candidates for
each open Board position in the next annual election.
ARTICLE VI: COMMITTEES
Section 1. The Board shall elect from its members a
chairman for each committee it may deem necessary.
ARTICLE VII: GENERAL
Section 1. The Articles of
Incorporation of the Corporation and the Bylaws in force shall be available for
inspection and copying by any member upon request to the President or Manager.
Section 2. The Corporation shall
not enter into any transactions, business, or projects for the purpose of
making a profit.
Section 3. All outgoing Officers
shall deliver to the incoming Officers all money, records, property of any kind
or nature to their respective successors within seven (7) days after the
election of the new Officers of the Corporation, to be held by the Officers of
the Corporation for the sole benefit and as the property of the Corporation.
Section 4. The Corporation shall
not as such endorse any candidate for public office nor participate in any
political campaign or contest for public or other offices. Nothing contained herein shall in any manner
preclude the Corporation from acting as proponent or opponent of any
governmental activity of any kind, which may affect the Corporation or the
purposes for which the Corporation was formed; provided, however, that under no
circumstances shall this be construed to allow the Corporation as such to
advocate for any public office any person seeking election or appointment
thereto. This restriction shall not
prohibit the individual members of the Corporation from acting in their
individual capacity in any manner or way.
Section 5. The fiscal year of
the Corporation shall commence on the first (1st) day of January and end on the
thirty-first (31st) day of December unless otherwise determined by the Board.
ARTICLE VIII: AMENDMENTS TO
BYLAWS AND ARTICLES OF INCORPORATION
Section 1. The Articles of Incorporation
of the Corporation may be altered, amended or repealed in whole or in part by
the majority vote of the general voting membership of the Corporation at any
duly convened general membership meeting held pursuant to a notice given not
less than ten (10) day prior to such meeting and specifying any proposed
changes to be considered.
Section 2. The Bylaws of the
Corporation may be altered, amended, or repealed in whole or in part by the
majority vote of the general voting membership of the Corporation at any duly
convened meeting of the general voting membership, held pursuant to a notice
given not less than ten (10) days prior to such meeting and specifying any
proposed changes to be considered.