Club By-Laws

Stuart Rod and Reel Club Bylaws

Restated and Revised May 13 , 2021

ARTICLE I
NAME

The not-for-profit corporation is incorporated under the laws of the State of Florida, and is known as STUART ROD AND REEL CLUB, INC. Its principal office is located at the offices of Crary Buchanan, P.A., Suite 106, 759 SW Federal Highway, Stuart, Florida 34994.

ARTICLE II
MISSION

The mission of the Stuart Rod and Reel Club is to promote interest in and knowledge of sport fishing, social interaction and fellowship among its members, good sportsmanship and to endorse responsible stewardship of the St. Lucie River, the Indian River Lagoon and all of Florida’s coastal waters.

ARTICLE III
MEMBERSHIPS

1. There shall be no restrictions on the total number of Club memberships, except as may be determined by the Club’s Board of Governors based on availability of facilities and the needs of the Club. All interested persons shall be encouraged to join the Club, and participate in its activities.
2. The minimum age for regular membership shall be 18 years of age.
3. A family membership shall be deemed to consist of the Member, the Member’s Spouse or Significant Other, and dependent Children 17 years of age or younger. Applicants must state their name, their significant other’s name and the names and ages of any children under the age of eighteen along with pertinent contact information.
4. Applicants for regular membership shall attend one (1) regular General Membership meeting prior to submitting their application for membership.
5. Applicants shall submit a completed membership application form along with the applicable dues to the Club’s Membership Chairperson who shall initially determine whether the applicant and the application both meet the Club’s requirements. If the applicant does meet Club requirements, any Board Member shall submit the completed application and dues payment to the Treasurer. The Treasurer shall accept the application and payment, add the applicant and any family membership applicant(s) to the Club’s Full Roster and the Published Roster, and forward both rosters to the Club Secretary and other Board Members. The Full Roster is considered confidential and shall not be distributed to anyone outside of the Board of Governors.
6. Upon admission to the Club, each incoming member shall be issued membership information that includes an electronic copy of the Club’s By-Laws which shall certify their entitlement to all the privileges of the Club and, if requested, an electronic copy of the Published Membership Roster. The rights and privileges of each member shall be limited by the following terms and conditions:
a. Neither this Membership information nor the rights and privileges of which it represents may be transferred in any manner. Should the person to whom this information was issued cease to be a Member, for any reason, all their Club rights and privileges shall be suspended.
b. The Club’s By-Laws are an essential part of the membership information that details how Club business is conducted, and the contract between the Club and its members. The information also explains the duties of Club members, their liabilities, and their responsibilities to the club.
c. The Board of Governors may suspend or expel a member for any action deemed to violate Club Rules or which are prejudicial to its welfare. Such member may appeal their suspension or expulsion, in writing, by requesting a hearing before the Board of Governors. Distributing any of the Club’s Rosters for any commercial purposes shall be considered a serious offense.
8. An official Club Full Roster containing such information as the Board of Governors may determine, including the members’ dues payment status, will be maintained by the Club’s Treasurer and Secretary, and shall be updated as membership application or renewal dues are paid. The Full Roster will serve as the official document of Club membership status and privilege eligibility. The Club’s Treasurer will also update and maintain a Published Roster containing the member’s name, email address and phone numbers only. Members shall be asked if they do not want to be listed on the Published Roster due to security issues. The Full Roster may only be distributed to members of the Board of Governors and is to be used only for official purposes. No commercial purposes outside of the club shall be used of any membership list.

ARTICLE IV
DUES

1. Dues for members shall be set by the Board of Governors. The amount set by the Board shall not be subject to change for a period of one (1) year from the time of the change. Dues shall be subjected to review and approval by the Board of Governors on an annual basis.
2. Dues shall be payable in advance to The Stuart Rod and Reel Club, Inc., and submitted to the Club Treasurer by December 31st of each year and deposited by the Treasurer on or after January 1 of each year. Any member not having paid their dues by the February General Membership meeting shall be deemed as delinquent. Such delinquency shall prevent that member from enjoying the benefits afforded to paid Club members.
3. There shall be a reduced dues fee for those joining the club between June 30 and December 31 of any calendar year. The partial year dues shall be determined as a portion of the current full year’s dues.

ARTICLE V
MANAGEMENT

1. The Club shall be governed and managed by a Board consisting of the President, Vice President, Secretary, and Treasurer who shall be the only officers of the Club, and three (3) Governors (members at large). It is desirable that the four (4) Officers have been regular members for a period of at least one (1) year prior to election.
2. The Board shall hold office for one (1) calendar year or until such time as successors are qualified and elected. The Board shall conduct a business meeting at least once a month prior to the regular General Membership meeting. A meeting quorum shall consist of not less than four (4) Board members. This meeting can be attended through electronic, audio or other means if necessary. Meetings may be postponed or moved forward as needed for practical scheduling purposes.
3. The Board shall conduct the affairs of the Club in accordance with these By-Laws, and shall act as the sole judicial body in any interpretation thereof. The Board of Governors shall adopt specifications, rules, and amendments thereto which shall take effect when approved by a two thirds (2/3) of the quorum present at a Club General Membership meeting.
4. The President shall preside at meetings of the Board and at regular General Membership meetings. If the President is unavailable, the Vice President shall assume these responsibilities, and if also absent, by any member of the Board. The President shall also serve as an ex-officio member of all committees.
5. The Vice President shall be an ex-officio of any committee as assigned by the President. The Vice President shall attend their assigned committee meetings and shall, upon request of the President, report to the Board on the activities and actions of said committee in the absence of the Committee Chairperson.
6. The Secretary shall record and maintain records of the proceedings and issue minutes of Club Board meetings, and shall be an ex-Officio of committees as assigned by the President. The Secretary shall attend assigned committee meetings and shall, upon request of the President, report to the Board on the activities and actions of said committee in the absence of the Committee Chairperson. The Secretary shall also be responsible for taking minutes at the October and November General Membership meetings where election matters are presented to the membership.
7. The Treasurer shall be the custodian of the Club’s funds and financial records. The Treasurer shall submit a proposed budget for the coming year for review and adoption at the January Board meeting, and shall, at the monthly Board and regular membership meetings, present a report of the club receipts, disbursements, and ending balance. The Treasurer shall be an ex-officio of committees as assigned by the President, and report to the Board on the activities and actions of said committee in the absence of the Committee Chairperson. The Treasurer shall also keep and maintain the Full Roster and Published Roster of the members and furnish copies of them to the Secretary as more particularly set forth in Article III of these Bylaws.
8. For good cause shown, which shall include, but not limited to, resignation, death, incapacity, undue absence, or failure of Board member or Governor to attend a majority of Club meetings and events, the Board shall declare a vacancy to exist and, by a majority vote of the remaining Board. The remaining Board members shall select another eligible member to the vacancy. Following are cause for dismissal from the Club’s Board:
a. Absence from three (3) consecutive regular monthly Board meetings.
b. Absence from four (4) regular monthly Board meetings in a calendar year.
9. No member of the Board, or member of the club, shall financially obligate the Club for any amount of monies not previously approved in the Club’s Budget. Unbudgeted expenses require advance approval of the Board.

ARTICLE VI
COMMITTEES

1. Club Committees shall consist of Standing Committees, and Special Committees. Special Committees shall be established by the Board as needed.
2. Committees shall render a report, either written or orally, to the Board if they have something to report. An assigned Officer may give the report in lieu of the Committee Chairperson.
3. The President shall, no later than the first Board meeting in January, present his or her nomination (s) for Committee Chairpersons to the Board for approval. All Committees shall serve only during the term of the President who appointed them. The Board of Directors shall establish all committee budgets.
4. The Nominating and Election Committee shall be selected every year in accordance with the rules of this section.
a. The Nominating and Election Committee shall be appointed by the President no later than the last week of August.
b. The Nominating and Election Committee shall consist of three Board members appointed by the President.
d. The Nominating and Election Committee shall conduct interviews of prospective candidates for office to determine their commitment of time and previous experience. It is essential that prospective candidates understand the commitment to the Club and Office they are seeking. Interviews of the candidates shall be conducted prior to the presentation of the nomination to the Board or publication in the newsletter.
5. The Membership Committee shall consist of no less than two (2) Club members.
a. The Committee members shall be appointed by the Chairperson and subject to approval of the President.
b. The Committee shall have the responsibility for the introduction of new members at the Club’s General Membership meeting and to guide the new member in the workings of the Club. The new member shall be sent an electronic copy of the Bylaws along with any other pertinent information available at that time.
c. The Committee Chairperson shall have the responsibility of receiving and approving in form and content applications by new members and forwarding them with their dues to the Treasurer as more particularly set forth in Article III of these Bylaws.
6. The Angling Committee shall consist of a minimum of three (3) members. This Committee is responsible for developing the Club’s Angling Outing Schedule. Any Board Member may serve as the Chairperson.
a. The Angling Schedule shall be complete with date, time, location, and rules for each event and it shall be published in the newsletter. The schedule should be completed in December of each year for inclusion in the newsletter.
b. The Chairperson of this Committee shall be referred to as “The Director of Angling”.
c. The Director of Angling may appoint additional members deemed necessary to implement the goals of this Committee.
d. The Angling Director shall announce the rules for each event at the General Membership meeting prior to the Outing.
7. The Program Committee shall consist of a Chairperson, Club Treasurer, and such members as the Chairperson deems necessary. The Program Committee, in cooperation with the Board, shall have general charge of all programs presented to the general membership during the Club’s monthly meetings.
a. The Program Committee and Angling Committee shall identify and schedule guest speakers for the regular monthly membership meetings.
8. Special/Social Events Committees shall be established by the Board as need throughout the year. The Committee shall develop all event programs and present the associated cost of the event to the Board for review and approval.
9. House Committee. The House Committee shall consist of one or more members whose duties will be to plan for Club meetings, including the Christmas party, event locations and to ensure that all suitable audio and visual equipment for the presentation of programs is available as needed. The Treasurer shall pay for any food and beverage charges made on the Club’s behalf. The Treasurer shall be reimbursed for Club expenditures that he/she may pay personally.

ARTICLE VII
MEETINGS

1. Regular General Membership meetings shall be held monthly unless circumstances preclude a meeting.
Meetings may be deferred or delayed due to dangerous weather conditions or for other emergencies as may make postponement or rescheduling necessary.
2. The Annual Meeting shall be held on the night of the first General Membership meeting in January. The outgoing President shall present a report on the activities of the Club during their administration, and formally relinquish their office to their successor.
3. Special meetings may be called by the President, provided written notice stating the purpose of such meetings. The notice shall be emailed to each member not less than seven days in advance of such meeting. A quorum for transaction of business at all regular meetings, except as provided for in Section four (4) of this article, shall consist of a minimum of 25% of the Club’s membership present who are eligible to vote. If the subject matter affects the Club’s By-Laws, it must be carried by not less than a two thirds (2/3) vote of the members present. If the special meeting pertains to ordinary club business, it may be carried simple majority of the members present.
4. Special meetings shall be called by the President upon receipt of a petition signed by not less than 20% of the members eligible to vote, and notice of such special meetings shall be issued to the membership within forty eight (48) hours of receipt of the petition. At such meetings, there must be present not less than thirty percent (30%) of the members eligible to vote to consider the business to be presented and decided upon.
5. Special meetings of the Club’s Board must be called by the President, or in his or her absence, by the
Presiding Officer, when a petition joined by four members of the Board is presented to any Board member. Notice of such a special meeting shall be issued within forty eight (48) hours of receipt of the petition.

ARTICLE VIII
AMENDMENTS

These By-Laws may be amended, in whole or in part, by majority approval of the Board followed by a two-thirds (2/3) vote of the members present at a General Membership meeting of the Club. Notice and a copy of the newly proposed By-Laws must be distributed to each current member by email prior to a regular club meeting, and may be voted on at the regular General Membership meeting.

ARTICLE IX
ELECTIONS

1. The Nominating and Election Committee shall make its report to the President of the Board no later than the second week of September. The nominations shall be published in the Club’s October Newsletter for electronic distribution to the Membership prior to October‘s regular General Membership meeting. At that October meeting, the Nomination Report shall be officially delivered by voice to the membership. Nominations from the floor shall be accepted following the reading of the proposed slate of candidates on that October date. Any candidates who are nominated from the floor shall meet with the Nominating and Election Committee within 10 business days. The Committee will discuss with the new candidate the responsibilities that the new nominee can expect. If the new candidates accepts these responsibilities, he/she will be included in the upcoming election. No nominations shall be offered for consideration after the October meeting is adjourned. The final roster of candidates shall be published in the November newsletter. The election will be held at the November General Membership meeting.
2. In the event that there are only seven candidates (one for each of the Board positions), the Nominations and Election Committee Chairperson shall make a motion, that by acclamation, the seven candidates be accepted as the new Board of Governors. If the motion is seconded, the Nomination and Election Chairperson shall ask the members in attendance to vote on the motion. If the motion is passed by the membership, the new Board will be in place and the election process will be closed.
3. When there are more than seven candidates seeking office, ballots containing candidates’ names, in alphabetical order under the office for which they are nominated, shall be distributed to the general membership at the November regular meeting. Following ballot distribution, an election process shall be used to determine the winning candidate for each Board position.
4. Voting eligibility at General Membership meetings requires a fully paid current membership in the Club. Eligibility as a voter is limited to one (1) vote for each family membership or individual membership.

ARTICLE X
PARLIAMENTARY PROCEDURES

The proceedings of all meetings of The Stuart Rod and Reel Club, Inc. shall be governed by Roberts Rules of Order as amended, and said rules shall be parliamentary authority on all procedural matters not specifically covered by the Club By-Laws.