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BYLAWS
OF THE SAINT ANDREW’S SOCIETY OF JACKSONVILLE August
1977 ARTICLE
I: Objectives Section
1.
The objectives of this corporation shall be: To dispense charitable and
educational assistance to Scots, lineal descendants of Scots, and to their
spouses and children; to study and perpetuate Scottish traditions and culture,
including its history, heraldry, pageantry, music, literature, language and
crafts, and to have and exercise all the powers conferred by the Laws of the
State of Florida upon said corporation within the meaning of Section
501(c)(3) of the Internal Revenue code of 1986 (or the corresponding
provision of any future United States Internal Revenue law). ARTICLE
II: Membership Section
1.
The Membership of this corporation shall constitute all persons,
regardless of age, sex, national origin, or religious belief, who have expressed
and possessed, to the satisfaction of the membership committee, a genuine
interest in the purposes and objectives of the corporation, and who have been
approved for membership by the Board of Managers. Section
2.
Members may be in the following categories: Active, Family, Honorary, and
Non-resident.
(a)
Active
(Voting) Members. An Active (Voting) Member shall be any
individual over the age of eighteen who remains on the current rolls through
payment of annual dues. Active membership is available in three categories:
(1) Single membership
(2) Couple (Husband/wife)
membership
(3) Family membership (husband
and/or wife and all children under the age of 18). (b) Honorary Members. The Board of Managers may, from time to time, award Honorary Membership to any individual who has made an outstanding and significant contribution to the Society or Scotland. (c)
Non-resident (Non-voting) Members.
Any applicant, or member, who resides more than 50 miles from Jacksonville, upon
written request, may be designated a Non-Resident Member by the Board of
Managers. The annual dues for a Non-Resident Member shall be one-half the amount
of the annual dues of an Active Member. Section
3.
Voting rights and privileges to hold elective office shall be limited to
Active members. ARTICLE
III: Fees and Dues Section
1.
There shall be no entrance fee. Section
2.
Every successful applicant for membership may become a member of the
Society by the payment of the annual dues. Section
3. Annual
dues shall be payable in advance as of the first day of January each year.
Annual dues for the first year of Membership will be assessed on a semi-annual
basis. Upon written request by a Member serving duty in the armed forces of the
United States of America in time of war or national emergency, the Board of
Managers may suspend his/her liability for dues during the absence from the
Jacksonville area. Section
4. Honorary
Members shall not be required to pay dues. ARTICLE IV: Termination of
Membership Section
1. Members
may terminate their membership at any time. Any Member who requests termination
should do so in writing to the Board of Managers at least two months prior to
the termination date requested. Requested termination by a Member does not
include any refund of dues paid to the Society. Section
2. Members
in arrears after the beginning of each Society year, January first, shall by
written notice, be given an opportunity to continue their Membership by paying,
within ninety days, their current dues. Members whose dues are not paid prior to
April first shall be placed on the inactive rolls of Membership. Section
3. When
it shall appear to the Board of Managers that the continued membership of any
member is contrary to the best interests of the Society, the Board of managers
shall have the authority to drop such members from the rolls. No such action
shall be taken except for good cause shown and upon notice and opportunity for
the member concerned to submit such comments as the member desires. In the case
of a revoked membership, no dues shall be prorated or refunded. ARTICLE V: Duties of Officers
Section
1. The
affairs of the Society shall be managed by a Board of Managers consisting of the
four Executive Officers of the Society: President, Vice President, Treasurer,
and Secretary, each of whom shall be elected annually to serve for a term of one
year or until a successor shall have been chosen and is qualified.
Qualifications for executive positions shall normally involve progression
through other elective offices within the Society. In addition, there shall be
three other Managers. Each of the other three Managers shall be elected to serve
for a term for three years. Each Member of the Board shall have one vote, and a
majority of the Board present shall constitute a quorum. Section
2. The
Board of Managers, at such times as they deem necessary, may adopt such rules
and regulations for the conduct of their meetings and the management of the
affairs of the Society as they deem proper and which are not inconsistent with
these Bylaws. One Board Member shall be elected each year to serve for three
years. This shall allow for a staggered election of Board Members to preserve
continuity. Section
3. The
Chairman of the Board of Managers shall preside at all meetings of the Board;
shall appoint such additional officers and committees and make such delegations
as may be necessary to administer the activities and affairs of the Society;
shall perform such other duties as he/she may be directed to perform by the
Board of Managers or the President. In the temporary absence of the Chairman,
the Managers present at the meeting shall elect a Chairman pro-tem. Section
4. The
President shall preside at all meetings of the Society, except meetings of the
Board of Managers and shall represent the Society at all public functions.
He/she shall sign and execute, in the name of the Society, all legal instruments
and papers proper or necessary for the transaction of the Society’s affairs. Section
5. The
Vice President shall act as the Chairman of the Board of managers. The duties of
the President shall, in his/her absence, devolve on the Vice President. Section
6. The
Treasurer shall have custody of the money belonging to the Society and shall
deposit the same, in the name of the Society, in one or more federally insured
financial institutions as designated by the Board of Managers.
(a) All payments of money shall be made and all checks must be
signed by the Treasurer or the President or, in the temporary absence or
incapacity of either, by the Secretary, the Chairman of the Board of Managers,
or by one of the other Managers so authorized by resolution of the Board of
Managers.
(b) The Treasurer shall keep such books of account as the Board of
Managers or the Society may direct and shall submit a written report at every
meeting of the Society, showing current balances in each of the funds of the
Society. A complete statement of assets and liabilities shall be made by the
Treasurer to the Board of Managers or to the Society, whenever directed by the
Board, and, after an independent audit, as of the end of the fiscal year at the
annual meeting.
(c) He/she shall deliver all Society property in his/her possession
to a succeeding Treasurer upon notice of the due election of such successor. Section
7. The
Secretary shall keep in a proper book, fair and correct, minutes of all
proceedings of the Board of Managers and of the Society. He/she shall give
notice of all meetings of the Society at least ten days before each meeting
through the Society’s newsletter or by mailing a notice thereof to the post
office address of each member as it appears in the records of the Society. The
Secretary shall keep such other records and have such other duties as may be
directed by the Board of Managers. Section
8. The
Managers of the Society shall be three in number. Managers shall be elected each
year from the Members in good standing to serve for terms of three years or
until his/her successor shall have been chosen. Each manager shall assume
responsibility for and authority over specific functions as delegated to him/her
for supervision, and shall report directly to the Chairman of the Board of
Managers or to such other officers of the Society as he/she may be designated to
assist. The Managers shall have the power to transact all business and generally
to exercise all rights of management and ownership, including the power to sell,
with respect to all or any securities or investments or other real or personal
property held by the Society. ARTICLE VI. Nomination and Election of
Officers
Section
1. A
Nominating Committee shall be selected no later than June 30 and shall consist
of three members in good standing. Upon the selection of a Nomination Committee,
the President shall designate one of the nominees to be Chairman of the
Committee. The Nominating Committee shall transmit a list of nominees for the
offices of President, Vice President, Treasurer, Secretary, and Manager, not
later than September 30. Additional nominations for any office may be made to
the Nominating Committee by any member and endorsed by four additional members
within the 90-day nominating period. These names shall be presented for election
by mail to the Membership, to be voted upon, returned, tallied, and reported at
the December meeting, whereupon the newly elected Officers shall be installed
and will assume their duties. All nominations shall note the consent of the
nominee, and no Member may accept nomination to more than one elective office. Section
2. In
case a vacancy by death, resignation, or otherwise occurs in the Board of
Managers between the annual elections, the remaining Managers shall fill the
vacancy or vacancies from the Active Members of the Society, who shall hold
office until the next business meeting of the Society when an election shall be
held to fill such vacancies as then exist. At such meeting, nominations may be
received from the floor, and voting shall thereupon be conducted. Each person so
chosen to serve the residue of the unexpired term for which he/she is elected. Section 3. No Officer or Member shall receive any emolument whatever from the Society. ARTICLE VII. Meetings Section
1. The
full membership of the Society shall meet for:
(a) at least three stated
meetings each year on such dates and at such times (b)
special meetings of the Society, which may be called at
any time by the President, by the Board of Managers, or by petition of any five
Members in good standing, submitted in writing to the Secretary. The business of
a Special Meeting shall be confined to the purpose or subject as stated in the
published announcements of the meeting. Section
2. The
Board of Managers shall meet at least quarterly, at such time and place as the
Chairman may designate. Questions or proposals requiring a decision of the Board
shall be determined by a majority vote of the Managers present. In the event of
a tie vote, the Presiding Officer shall ask the President to cast the deciding
vote. Section
3. At
meetings of the Society, all questions or proposals requiring a decision of the
Membership shall be determined by a majority vote of the Members present. In the
event of a tie vote, the Presiding Officer of the meeting shall cast the
deciding vote. Except as otherwise provided in these Bylaws, all voting shall be
done by voice. The Presiding Officer shall appoint two or more tellers who shall
count the show of hands, or the ayes or the nays, and report the outcome to the
Presiding Officer. Section
4. At
all meetings of the Society, insofar as is consistent with the purpose of the
meeting, the following order of business shall be observed:
Reading
of Minutes
Procedures at all meetings, unless specifically provided in these Bylaws
may be guided by Roberts Rules of Order, latest revised edition. Section
5. All
Annual Reports of the Society shall be prepared on a fiscal-year basis,
beginning the first of January, and published and distributed without regard to
the term of office of any individual. ARTICLE VIII. Funds Section
1. Each
Fund of the Society may consist of Invested Assets and Disbursable Assets. (a)
Except as otherwise specifically provided in these
Bylaws, or by a donor, the Board of Managers may allocate the monies of the
Society to the Invested Assets or Disbursable Assets. Discretionary allocations
to the Invested Assets of any fund, shall be made by resolution of the Board,
recorded in the minutes thereof, and once so allocated, such Assets and the
other current receipts of any fund shall be considered a part of the Disbursable
Assets, unless otherwise specifically allocated by these Bylaws or by the Board
of Managers.
(b) It shall be the duty of the Managers to invest and reinvest,
through the treasurer, the corpus or Invested Assets of the funds of the
Society, by depositing the same in such savings accounts or shares, or by
purchasing such securities and investments, including, but not limited to,
bonds, notes, debentures, mortgages, public funds, real estate, common and
preferred stocks authorized by the laws of the State of Florida, to be purchased
by fiduciaries, as they in their discretion shall deem appropriate. Section
2. The
General Fund shall consist of all receipts not otherwise specifically
allocated by these Bylaws or by the Board of Managers, and all expenditures for
the general purpose of the Society shall be made from this fund. Section
3. The
Scots Charity and Education Fund shall consist of a permanent trust
administered by the Saint Andrew’s Society of Jacksonville, Florida, or its
successor or successors, solely for the purpose of providing charitable and
educational assistance to Scots, lineal descendants of Scots, and to their
widows/widowers. (a)
The Treasurer shall periodically allocate to this fund
any sums so designated by action of the Board of Managers or by the Society. All
income arising out of the Invested Assets of the fund shall be disbursed at most
annually, solely for the charitable and educational purposes of the fund. (b)
Contributions to other organizations and funds may be
made only by authorization of the Membership of this Society and a determination
by the Board of Managers that the purposes of such organization or fund are
consistent with the purposes of this Society or any successor organization not
organized and operated exclusively for charitable or educational purposes.
Separate books and accounts shall be kept for this fund. Section
4. The
General Scholarship Fund shall consist of a fund administered by the St.
Andrew’s Society of Jacksonville, Florida, or its successors, to:
(a) Provide
charitable and educational assistance.
(b) Foster the study of and
perpetuate Scottish traditions and culture, including history, heraldry,
pageantry, music, literature and crafts.
(c) In accordance with Section
3(a), Article VIII of the By-Laws, all donations to the Society must be
deposited to the Scot’s Charity and Education Fund, unless the donor directs
that they be deposited to the General Scholarship Fund.
(d) The operations of the fund will be governed by Article VIII,
Section 4 (Special funds), of the By-laws.
(e) Expenditures from this
fund must be approved by the Board of Managers.
(f) Any interest or
dividends generated by this fund shall be returned to the General Fund of the
society.
(g) A separate account does
not need to be established for this fund; however, the Treasurer must maintain
separate records for the fund. If this fund ever does become so large that a
separate account can be established, without generating any kind of fee, the
Board of Managers can authorize the Treasurer to establish such an account.
(h) The Treasurer should be
prepared to report on the state of this fund at each meeting of the Board of
Managers.
(1) Amount of money in the fund. (2) Where did the money come from, to include amounts advanced from any other Society Fund.
(3) What money has been spent, and
on what.
(i) The Board of Managers must approve the allocation of
money into this fund; the Board is authorized to place the following types of
moneys into the fund:
(1) Profits from the sale of Society
items.
(2) Lump sums can be transferred
from the General Fund into this fund. (j)
Amounts may be advanced from other Society Funds, but the Treasurer must
maintain cognizance of the exact amounts and be prepared to return them to the
original fund.
(1) Advanced funds must be returned
to the original fund within 364 days.
(2) If the General Scholarship Fund
is closed or abolished, any advanced funds must be returned to the original fund
within 30 days.
(k) This Policy and Procedure was approved by the Board of
Managers on April 7, 1999. Section
5. The
Board of Managers shall have power to create such special funds, in addition to
those established by these Bylaws, as are required for any particular purpose or
event, and which are not prohibited by law. The Treasurer shall keep a separate
account thereof, but need not necessarily segregate the actual funds from the
General funds. Upon termination or dissolution of any special fund by the Board
of Managers, or by the Society, any amounts which shall have been advanced from
other funds shall be returned thereto, and any surplus remaining in the account
shall be transferred by the Treasurer to such fund as may be directed by
resolution of the Board of Managers. ARTICLE
XI. Amendments Section
1. These
Bylaws may be amended by affirmative vote of two-thirds of the Members present
at a business meeting of the Society. A notice of proposal to alter or amend the
Bylaws in whole or in part, setting forth the proposed amendments, shall be
given by the Secretary to each Member prior to the votes upon said amendments. |
