THE SKATING CLUB OF FLORIDA, INC. As Amended May 9, 2020
NAME AND INCORPORATION
Florida, Inc.” which is herein referred to as the “Club”.
NAME The organization shall be known as “The Skating Club of
Section 2. INCORPORATION The Club was incorporated as a corporation not for profit under the Laws of the State of Florida on February 12, 1963.
Section 3. OFFICERS OF INCORPORATION The original officers of the Club were the three officers of Incorporation. Current officers of the Club shall be those who are elected by the Board of Directors as set forth in Article III, Section 4 of these By-Laws as amended.
Section 4. HEADQUARTER LOCATION This Club shall have its headquarters where determined by the Board of Directors from time to time.
Article II PURPOSES
Section 1. PURPOSES The purposes of the Club are; to encourage the instruction, practice, and advancement of the members in all types of figure skating; to encourage and cultivate a spirit of fraternal feeling among ice skaters; to sponsor, to produce or cooperate in the production of amateur ice carnivals and shows; and generally to do and perform such other acts as may be necessary, advisable, proper or incidental in the realization of the objects and purposes of this organization; and to carry out the general policies of United State Figure Skating which is referred to herein as “USFS”.
Section 2. LEGAL JURISDICTION To accomplish the foregoing purposes, the corporation shall have all corporate powers permitted under Florida Law.
Section 3. LIMITATIONS ON REIMBURSEMENT No part of the income of this corporation shall be distributed to its members, directors, or officers except to reimburse them for expenses they incurred pursuant to authorizations of the Board of Directors.
Article III NOTIFICATION
Section 1. NOTIFICATION Notification as discussed in these By-Laws shall be performed using email, utilize registered email addresses maintained by the Secretary. Notification must be performed at least 10 days in advance of any club action defined in these By-Laws. The use of social media and club managed internet sites are also encouraged to communicate information about club events.
Article IV OFFICERS
Section 1. OFFICERS The officers shall be a President, Vice President, Secretary, and Treasurer, and such other officers as the Board of Directors shall deem advisable. The office of Secretary may be combined with another officer position.
Section 2. DUTIES OF PRESIDENT It shall be the duty of the President to take charge of the Club; to preside at all meetings of the members of the Club, and of the Board of Directors. He shall have the entire supervision and management of the Club and its property pending the action of the Board of Directors; the power to suspend any member for violating the By-Laws or Regulations of the Club, pending the approval of the Board;, to call special board meetings and club meetings. The President shall sign all agreements and contracts made by the Club, upon the approval of the Board of Directors.
Section 3. DUTIES OF VICE PRESIDENT It shall be the duty of the Vice President to assist the President in the discharge of his duties and in his absence to assume his duties and officiate in his stead.
Section 4. DUTIES OF TREASURER The Treasurer shall have charge of the funds of the Club and shall keep a record of all receipts and disbursements and shall render a written report at each board and annual meeting. Disbursements over $200.00 shall be made only upon vouchers approved by the Board of Directors or pursuant to budgets approved by the Board of Directors. The Board of Directors shall have power whenever they deem it necessary to appoint an acting Treasurer to assist the treasurer in their duties. Club funds shall be deposited in the name of the Club in a financial institution approved by the Board of Directors or in securities approved by the Board of Directors, All disbursements by check shall be signed by the Treasurer or the President or another designated officer or member of the Board of Directors.
Section 5. DUTIES OF SECRETARY It shall be the duty of the Secretary to keep the Minutes of the Meetings of the members of the Club and of the Board of Directors and to supervise all reports and documents connected with the business of the Club; to supervise keeping of a roll of memberships, together with the dates of their election and a record of all members elected, suspended, or expelled. He shall supervise the correspondence of the Club, prepare and issue notices of all meetings of the members of the Club and Board of Directors by means of email to those members and Directors. The Board of Directors shall have power whenever they deem it necessary to appoint an acting Secretary to assist the secretary in their duties.
Article V BOARD OF DIRECTORS
Section 1: NUMBER OF DIRECTORS There shall be a Board of Directors composed of not less than Four (4) nor more than nine (9) members of the Club. During their tenure, the elected or appointed Directors may appoint additional Directors to serve for the remainder of said year, provided, however, that at no time shall the total number of Directors elected and appointed exceed nine in number.
Section 2. TERM OF OFFICE Directors shall be elected each year at the regular annual meeting of the membership to be held in May of each year. The Board of Directors shall set the exact date, time and place of such meetings. Directors shall be elected to serve for a term of one year or until their successors are duly elected and qualified.
Section 3. ELECTION OF DIRECTORS The Board of Directors shall select a nominating committee of three (3) members who shall nominate suitable qualified candidates for the members of the Board of Directors, which nominations shall be e- mailed to all voting members (at least 18 years old) at least 2 weeks prior to the regular annual meeting of the membership to be held in May of each year. Additionally, any member may add themselves to the nomination slate by emailing a document signed by (6) adult members in good standing to the Secretary at least ten days prior to the annual meeting, upon which the Secretary shall notify the voting members of additional said nominations. No candidate shall be elected as Director unless he shall have been nominated as herein provided and consents to said nomination. Each member of the club who is at least 18 years of age is entitled to vote for directors at the May annual meeting. Each voting member produces a ballot in which they either select or deselect a nominated member. Directors are selected in the order of votes received, such that at least 4 directors are selected. Any further directors selected must at least receive a majority of votes given the number of adult members casting ballots. In the event of a tie that would select more than 9 directors, the voters shall vote for 1 of the tied candidates repeatedly until a clear decision is made for the maximum most popular directors. In the event that nominations are not approved by the board of directors, new directors shall be nominated from the floor by the voters at the annual May club meeting.
Section 4. ELECTION OF OFFICERS The officers shall be elected by the Board of Directors at their first meeting following the Annual Meeting of the members and shall hold office for one year or until their successors are chosen.
Section 5. QUALIFICATIONS FOR DIRECTORS AND OFFICERS To be qualified to serve on the Board of Directors, a person must be club member and be at least 21 years of age and must not be an officer or director of any other skating club. An officer must meet the qualifications of being a director and shall not be an owner, employee, or professional at the home rink of the club.
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1. MEETINGS A regular meeting of the Board of Directors shall be held immediately upon adjournment of the annual meeting of the members. The place of such meeting shall be stated by the President, or in his absence by the Vice President, or by resolution of the Board. The President or in his absence the Vice President or any three (3) members of the Board may call Special meetings of the Board of Directors upon notification to all the members of the Board of Directors. The notification shall state the date of the meeting, purpose for which the meeting is called, and the names of the persons requesting the meeting. All board meetings may be held electronically, at the discretion of the president.
Section 2. QUORUM Three (3) directors or one third of the directors, whichever is greater, shall constitute a quorum for a board meeting.
Section 3. AUTHORITY The board of directors shall have entire authority in the management of affairs and finances of the Club and shall have general control of all its property. All rights and powers connected therein shall be vested in them.
Section 4. RULES They shall make such rules as they deem proper respecting the use of the Club’s property; prescribe rules for the admission of strangers; fix penalties for offenses against the rules, and make rules for their own government and for the government of the committees appointed by them.
Section 5. APPROPRIATIONS All appropriations from the funds of the Club shall be made by the Board of Directors.
Section 6. AUDITS The board of directors shall audit records of Secretary, Treasurer, and of the Committees.
Section 7. INDEBTEDNESS The board of directors shall have power to limit the indebtedness of a member of the Club.
Section 8. SUSPEND OR EXPEL The board of Directors shall have the power to suspend or expel any member for violation of any provision of these By-Laws, the Articles of Incorporation, or the rules and regulations promulgated by the Board of Directors, or for conduct which the Board deems improper; but no member shall be expelled or suspended without being given the right to be heard in person or by letter or by agent before a duly convened meeting of the Board of Directors. A two-thirds vote of the Directors present shall be necessary to suspend any member and three quarters vote of the Directors present shall be necessary to expel a member.
Section 9. DROP AND REINSTATE TO MEMBERSHIP The board of directors may as hereinafter provided drop from the roll any delinquent member and also may reinstate such member as hereinafter provided.
Section 10. STANDING COMMITTEE The board of directors shall appoint all standing committees with full authority over them except as hereinafter provided and shall appoint such other committees as 8hall seem to them necessary.
Section 11. U.S.F.S. DELEGATE They shall elect a Delegate or Delegates to United States Figure Skating. The Club Secretary shall inform the Association’s Secretary, in writing, of name and address of the Delegate(s) elected. Said Delegate(s) shall be the sole representative between the Club and the Association and shall attend the Association’s meeting, either in person or by proxy. The Board may, as they see fit, pay the traveling expenses of the Delegate(s) to the Association’s meetings.
Section 12. EXPENDITURES AND REVENUE The board of directors shall prepare and submit to the regular annual meeting a program of anticipated expenditures for the coming year together with proposals of sources of revenue to meet same.
Section 13. BOARD MEMBER LIMITATION The office of a Board Member shall be ipso facto vacated:
- If he or she becomes bankrupt or suspends payments or compounds with his creditors or makes an authorized assignment or is declared insolvent.
- If he or she is found to be a lunatic or becomes of unsound mind.
- If he or she is convicted of a criminal offense.
- If by notice in writing to the Club he or she resigns his office.
- If he or she is no longer a member of the Club.
Additionally, should a director not attend 2 consecutive regularly scheduled board meetings, the President may vacate the position of the director
Article VII COMMITTEES
Section 1. GENERAL The Board of Directors is authorized to appoint the following Standing Committees: (2) Membership Committee, (3) Test Committee (4) Competition Committee, (5) Hospitality Committee, (6) Fundraising Committee, and such other committees as the Board of Directors may deem necessary. The Test and Competition Committees may be combined. Committees shall be appointed annually by the Board of Directors at their regular meeting after the annual election or at such other times as the Board deems advisable. Chair of the committees may be requested by the President to attend meeting of the Board of Directors from time to time. Chairs may enter into and take part in all discussion but shall not vote unless they are also Directors or Officers.
Section 2. MEMBERSHIP COMMITTEE The Membership Committee shall consist of one (1) or more members who shall have manage and drive club membership, and propose membership dues schedules for various categories of membership.
Section 3. TEST COMMITTEE The Test Committee shall consist of one (1) or more members who shall have complete charge of giving USFS tests, of setting dates and obtaining approved USFS judges for tests.
Section 4. COMPETITION COMMITTEE The Competition Committee may consist of one (1) or more members. They shall have charge of all Club and Inter-Club competitions.
Section 5. HOSPITALITY COMMITTEE The Hospitality Committee shall consist of one (1) or more members who shall have charge of hospitality for club events – such as test sessions, competitions, or parties.
Section 6. FUNDRAISING COMMITTEE The Fundraising Committee shall consist of one (1) or more members who shall have charge of fundraising activities.
Article VIII MEMBERSHIP
Section 1. ARREARS FOR DUES Any member in arrears for dues, or other indebtedness, shall be notified by email by the Secretary. If the amount due is not paid in full within 30 days after mailing of the third monthly billing, said member shall be deemed to have resigned and his membership shall automatically cease. The names of such delinquents shall be reported by the Secretary to the Board of Directors. A member dropped from the roll for non-payment of dues, or other indebtedness, may, upon full payment of same, at the discretion of the Board of Directors, be reinstated to full membership.
Section 2. ARREARS FOR DUES-RESTRICTIONS No member in arrears for dues, or other indebtedness, shall be eligible to hold office, or entitled to vote, or to enter in any club tests or competition.
Section 3. HONORARY MEMBER Honorary members may be established by the board of directors by at least a 2/3 vote. Such a member shall be free from dues and/or assessments. He may represent the Club in exhibitions and attend ice skating sessions under the same rules governing active members. He shall not be nominated or elected to hold office or to be a member of the Board of Directors but may be appointed by the Board to fill a vacancy, whereon, only, he shall have a vote. Honorary Members have no vote unless otherwise provided. They shall have no claim on the assets of property of the Club. They shall not represent the Club in competitions.
Section 4. RESPONSIBILITIES FOR GUESTS Members shall be responsible for the conduct and indebtedness of all persons admitted to the Club’s property at their request.
Article IX CLUB MEETINGS
Section 1. TIME There shall be one annual Stated Club Membership meetings each year. This meeting should be held in Spring of each year. Club meetings should be held face-to-face if at all possible. In extreme circumstances, electronic meetings are permitted.
Section 2. SPECIAL MEETING The Secretary shall call special meetings at the direction of the President, or upon written request of five (5) Club members in good standing.
Section 3. QUORUM One third of the adult membership (18 years or older) present in person shall constitute a quorum for the transaction of business.
Section 4. NOTICES Notices of Stated and Special Meetings shall be e- mailed by the Secretary to every member at least ten (10) days in advance thereof, and/or shall be posted by the Secretary for the same length of time on the Club website.
Section 5. VOTING Except as otherwise provided in these By Laws, an affirmative vote of a majority of the adult members (21 years or older) present shall be required to pass any motion or resolution.
Section 6. SPECIAL MEETING LIMITATION No business shall be transacted at the special meeting except that of which notice was given.
Section 7. ORDER OF BUSINESS At stated and special meetings, the following order of business shall be observed:
- Roll Call
- Approval of the Minutes of previous meeting
- Approval of the Agenda
- Reports of Officers
- Reports of Committees
- Election of Directors (only at annual meeting)
- Unfinished Business
- New Business
No new business shall be acted upon or voted upon at a meeting of the members unless the Secretary of the Club had been requested in writing by an adult member (at least 18
years old) at least three weeks prior to the meeting, to have such business placed on the agenda and included in the notice of the meeting.
Article X DISCIPLINE
Section 1. METHOD OF PROCEDURE Any member or members having a complaint against another member for the infraction of any law or rule, other than skating rules, as for conduct injurious to the welfare of the Club, may report the same in writing to the Board of Directors. Such complaint shall set forth the facts of the case, together with the names of witnesses, if any. After receiving such complaint, a meeting of the Board of Directors shall be held as soon as practicable to investigate same. The complainant or complainants, and the member complained of, shall receive at least seven (7) days notice, of such meeting, and may be heard with their witnesses. The statement and evidence shall be reduced to writing and filed with the Secretary, and he shall mail copies thereof to the complainant or complainants and to the member complained of. An appeal from the decision of the Board of Directors may be taken to the Senior membership of the Club within seven (7) days thereafter, by serving upon the Secretary a written notice of such appeal. A special meeting of the Senior members shall thereupon be called for the consideration of the case, and a two-thirds vote shall be necessary to reverse the decision of the Board of Directors.
ARTICLE XI RULES OF ORDER
Section 1. ORDER OF MOTIONS When a question is before the meeting, no motion shall be entertained except:
1. 2. 3. 4. 5. 6.
To lay on the table The previous question To postpone
shall be decided without debate.
motions shall have precedence in the order above given, and the first three
Section 2. YEAS AND NAYS If any two members shall request, the yeas and nays shall be called upon any question, whereupon each member present shall vote as his name is called, without debate, unless excused from voting by the meeting, and the vote so taken shall be recorded in the Minutes.
Section 3. TO RECONSIDER A motion to reconsider must be made by a member who voted with the majority and at the same or succeeding meeting.
Section 4. MAJORITY VOTE Except as otherwise provided, all questions shall be determined by a majority vote.
The chairman shall have the casting vote in case of a tie, except when the yeas and nays are ordered, in which case he shall vote when his name is called. If the result be then a tie, the motion shall be declared lost.
Section 5. ROBERT’S RULE OF ORDER All questions of parliamentary practice not herein provided for shall be determined in accordance with Robert’s Rule of Order.
ARTICLE XII AMENDMENT OF BY-LAWS
Section 1. The By-Laws of the corporation shall be made altered, or rescinded from time to time in whole or in part by the affirmative vote of at least eighty percent (80%) of the membership of the Board of Directors at any regular or special meeting of the Board of Directors, provided written notice of the substance of the proposed amendment has been emailed to all the directors at least ten (10) days in advance of such meeting, or at any regular or special meeting of the members by the affirmative vote of at least eighty percent (80%) of the adult membership of the Club (not just a quorum) provided written notice of the substance of the proposed amendment has been emailed to all adult members at least ten (10) days in advance of such meeting.