By-Laws of the

Italian-American Social Club of Tampa Bay

 

ARTICLE I- NAME

The organization shall be known as the “Italian-America Social Club of Tampa Bay Inc.” (here in known as the Club). Its office location and mailing address are:

   6916 Aqueduct Terrace

   Odessa, Florida 33556

ARTICLE II- MISSION STATEMENT

The purpose of the Club shall be to preserve and promote Italian heritage, culture, language and traditions for future generations, perform charitable works and foster social interaction within our community.

ARTICLE III- MEMBERSHIP

Section 1 – Regular Members

  1. Any person of Italian descent or married to an Italian and attained the age of twenty one (21) years of age and who is of good moral character is eligible to apply for Regular Membership.

  2. Application will be reviewed and membership will be approved by a majority and at the sole discretion of the Executive Board.

 

Section 2 – Associate Members

  1. Any person that wishes to join the Club and does not meet the criteria for Regular membership, attained the age of twenty one (21) years of age and is of good moral character is eligible to apply for an Associate Membership. An Associate member shall have no voting rights and is ineligible to hold an office, in the Club.

  2. Application will be reviewed and membership will be approved by a majority and at the sole discretion of the Executive Board.

  3. Associate Members may be appointed to serve as a Chairperson or as a Member of any Committee, with the exception of the Election Committee.

  4. The maximum limit of Associate Members shall not exceed twenty five percent (25%) of the Regular membership. If the Regular membership declines and an imbalance occur, the Associate membership shall be frozen until such time that the increase in Regular Membership or a decrease in Associate Membership corrects the imbalance.

 

Section 3 – Honorary Members

  1. Any Person who has rendered service to the Club or to the Italian-American heritage may be invited to become an Honorary Member at the discretion of the Executive Board.

  2. Honorary Members are entitled to full social privileges of the Club equivalent to a Regular Member. However, they shall be ineligible to vote, run for or hold office or serve as a member of any committee.

  3. Honorary Members shall not be subject to the payment of any initiation, dues or other fees.

Section 4-Definition of Member in Good Standing

  1. To be considered a Member in good standing, all annual dues and assessments owed to the Club must be paid, in full.

  2. The Executive Board shall establish procedures and designate an individual to maintain an attendance roster and report to the President, regular Members who are not in “good standing”.

  3. The Executive Board has the authority to terminate any Member, if it is determined that the Member is not of good moral character and shall have no obligation to refund any dues or assessments.

 

ARTICLE IV- DUES, ASSESSMENTS
  1. The dues shall be $75.00 per Member and are due and payable by January 31st, of each year. Any person admitted to Membership after July 1, or in attendance for a partial year, shall be charged half the annual rate.

  2. The dues shall be established by the Executive Board, subject to ratification by majority vote of the Membership, in attendance or by proxy, at the properly noticed meeting.  Notice of the upcoming vote shall be posted 60 days prior to the general meeting. Operating requirements of the Club, as determined by its financial status, shall be the criteria used by the Executive Board, to present the motion to adjust the annual dues.

  3. Should it become necessary, in the opinion of the Executive Board, to assess the Membership to meet any special requirements of the Club, the Executive Board shall have the authority to fix such assessment, subject to ratification of the vote by majority, of those Members in attendance or by proxy. Any assessment so established shall be due and payable on or before the date so fixed. Any Member who shall fail to pay any such assessment by the fixed date shall be suspended and termination of membership shall be effective ten (10) days after the suspension, unless the outstanding balance has been paid in full.

ARTICLE V- ORGANIC STRUCTURE

 

The organic structure of the Club shall be composed of (Officers and Directors) the Executive Board.

 

Section 1 – Composition

 

  1. The Executive Board is the administrative and controlling body of the Club when the Club is not in session. The Board has the power to administer and control the affairs of the Club. The Executive Board will present new assessments for approval by the general Membership, at the regular scheduled meetings.

  2. The Executive Board shall be composed of the following: President, Vice President, Treasurer, Secretary and six (6) Directors.

  3. The Executive Board actions and decisions may be rescinded by a resolution adopted by the Regular membership and passed by majority vote and proxy, at the general meeting. All resolutions adopted by the Membership shall be binding on the Executive Board.

  4. No person shall be nominated or retain a position on the Executive Board unless that person is a Regular Member in good standing and has been a Club Member for one year.

  5. The Executive Board and all Committee Chairmen act for the good of all Members of the Club. They are to be indemnified and held harmless from any and all claims, charges, demands and / or liabilities that may be assessed against them, except in the case of willful misconduct by that individual or individuals.

Section 2- Authority and Responsibility

The Executive Board shall:

  1. Be directly responsible to the Membership for the overall management and business affairs of the Club.

  2. Present an annual budget to the Membership prior to the start of each fiscal year.

  3. Initiate the review of the Club’s financial records, at the closing of the fiscal year ending December 31.

  4. Meet officially once a month, to review Club business and the agenda for the next general meeting.

Seven (7) Members of the Executive Board shall constitute a quorum for meeting and voting purposes. A majority vote shall decide all maters except where specifically stated otherwise in the By-laws. An Executive Board Member shall abstain from voting where a conflict of interest is perceived by the Membership or by a majority of the Executive Board.

 

ARTICLE VI-OFFICERS AUTHORITY AND RESPONSIBILITIES

 

Section 1-President

 

  1. Serves as the Chief Executive Officer of the Club.

  2. Presides at all meetings of the membership and the Executive Board

  3. Has general supervision of all business affairs of the Club, subject to Executive Board approval.

  4.  Is an Ex-Officio member of all Committees.

  5. Sets the agenda for the Executive Board and General meetings.

  6. Signs (or designates another Executive Board Member to sign) all contracts made and executed in the name of the Club subject to Executive Board approval.

  7. Appoints with Executive Board approval individuals to serve as Chairpersons for all standing and select Committees and those Appointed Positions specified in the By-Laws.

  8. Appoints with Executive Board approval, a Regular Member in good standing to temporarily fill a vacancy on the Executive Board.

Section 2-Vice President

  1. In the absence or disability of the President, the Vice President shall have full authority to perform all duties and functions of the President.

  2. Performs such duties as are requested by the President.

Section 3- Treasurer

  1. Collects all dues, assessments and other funds and deposits same into the bank account of the Club.

  2. Maintains accurate records and account for all receipts and disbursements.

  3. Prepares a monthly report for the Executive Board of all financial matters regarding the Club.

  4. Prepares a quarterly financial report to be presented at a designated general meeting.

  5. Prepares all accounts for review, upon closing the books on December 31.

  6. Direct and reviews any special financial system and expenditures governing designated Committees authorized by the Executive Board.

  7. Prepares and submits all required tax fillings.

 

Section 4-Secretary

 

  1. Maintains all minutes of all regular, special and Executive Board meetings. Minutes of all meetings will be posted on the Club’s website.

  2. Maintains a list of all elected and appointed officials of the Club and a file of past minutes, correspondence, reports By-Laws and other pertinent documents.

  3. Provides an agenda for the Executive Board and general meetings. The agenda shall be posted 3 days prior to the meeting date.

 

Section 5- Directors

  1. Shall supervise the affairs of the Club. They shall examine the books maintained by the Treasurer prior to the closing of the books in December of each year.

 

Section 6-Terms and Conditions

  1. Open Executive Board positions shall be filled each year, by a majority vote of the Regular Members. Executive Board Members shall serve for a term of three (3) years, with no term limits.

  2. The Executive Board will elect the Officers and Directors of the Club, at the Annual January Board Meeting.

  3. A husband and wife shall not hold elected office at the same time.

  4. Any Officer or Director of the Club who misses three (3) unexcused consecutive Executive Board meetings without a reasonable explanation shall be immediately removed from office.

ARTICLE VII-COMMITTEES AND APPOINTED POSITIONS

Section 1-Standing Committees

  1. Communications

  2. Scholarships & Charitable Donations

  3. Culture and Heritage

  4. Membership

  5. Election

  6. Social

  7. The Chairperson for any of the above Committees shall be a Member in good standing, appointed by the President and approved by the Executive Board. Committee authority shall be defined in writing by the Executive Board. Committee members shall be selected by the Chairperson and names submitted to the Executive Board for approval.

Section 2-Terms and Conditions

  1. The names of all individuals for Chairpersons and Appointed Positions shall be in writing describing authority, responsibilities and duties as defined by the Executive Board.

  2. Committee Chairpersons, Committee Members and individuals in Appointed Positions shall serve for a period of one (1) year commencing with the first regular meeting in January. An additional one (1) term may be served if re-appointed by the President and approved by the Executive Board.

ARTICLE VIII-MEMBERSHIP MEETINGS

 

Section 1-Regular Meetings

Regular meetings shall be held monthly or as to be determined by the Executive Board.

Section 2-Special Meetings

 

Special meetings of the Club may be called by the President, a majority of the Executive Board or twenty five (25%) percent of the regular membership. Notice shall be sent out to the members at least seven (7) days before such called meeting and shall state the purpose for which the meeting is being called.

Section 3- Order of Business

The president shall preside over all regular membership meetings and the order of business shall be as follows:

  1. Call the meeting to order

  2. Treasurers report (quarterly)

  3. Committee reports

  4. Heritage, Culture and good of the order

  5. Adjournment

Section 4- Quorum and Vote

A quorum for a general or special session of the Club shall be twenty five (25%) of the current membership in good standing.

 

ARTICLE IX- NOMINATIONS AND ELECTIONS

 

Section 1- Election Committee

  1. The Committee shall consist of three (3) Regular Members, in good standing, appointed by the President with advice and consent of the majority of the Executive Board. This Committee shall present at the September meeting all candidates, for the Executive Board.

  2. The Committee shall provide ballots for voting serve as tellers and responsible for the general conduct and reporting of any election.

 

Section 2 - Selection of Nominees

  1. At the September general meeting nominations may be made from the floor, by a Regular Member. Members so nominated must be in good standing. No Member shall be nominated for any office without his or her consent.

  2. Members of the Election Committee shall not be able to run for office unless they resign their position on the Committee at least one (1) month prior to establishing the final slate of nominees.

Section 3 - Nomination Closed

  1. Nominations will be closed at the November meeting upon presentation of all nominees. At this meeting candidates who have been nominated shall officially accept the nomination, be introduced to the Membership and shall be given the opportunity to advise the Membership of their qualifications.

Section 4 - General Election

  1. The General Election shall be held at the November meeting. All Voters must be members in good standing and shall be check in to receive a ballot.

  2. Newly elected Executive Board Members shall take office January 1, at the start of the Club’s new fiscal year.

 

Section 5 – Voting Ballot

  1. The Election Committee shall prepare the voting ballot and be responsible to ensure one ballot per member.

  2. No write in candidates will be allowed.

  3. Any Regular Member who is unable to attend the General Election meeting shall have the option of securing and signing for an absentee ballot directly from the Election Committee. The Member shall complete the ballot and insert it in a sealed envelope with the Members signature indicating an absentee ballot. All absentee ballots must be turned in to the Election Committee prior to the end of voting, at the general election meeting.

  4. Voting shall be by select ballot. In the event of a tie, the Executive Board acting as a body shall cast the tie breaking vote.

 

ARTICLE XI- AMENDMENT TO THE BY-LAWS

Any proposed By-law changes shall be submitted in writing to the Executive Board and presented to the Membership, at a regular meeting. These by-laws may be amended, modified or new by-laws added by a quorum vote of the membership, at a general meeting.

 
ARTICLE XII-RULES OF ORDER

The latest edition of Roberts Rules of Order shall govern the Club in all applicable cases provided they are not inconsistent with the adopted By-Laws of the Club.

ARTICLE XIII-DISSOLUTION

The dissolution of this organization shall require three fourths (75%) majority of the membership in a special session called for such purpose.

In the event of authorized dissolution of this Club, all assets and property shall be disbursed and distributed to non-profit charitable organizations.