ARTICLE I
NAME AND MEMBERSHIP
1. The name of this organization is the St. Andrew's Society of
Southwest Florida, Inc., hereinafter called "Society". Its area shall embrace the
counties of Collier and Lee in the State of Florida, and any additional areas as from
time to time are designated by the Board of Directors.
2. Any gentleman or lady of Scottish birth or descent, or person
interested in the history, customs and culture of Scotland, who is 21 years of age
or older, shall be eligible as a voting member, entitled to one vote.
ARTICLE II
PURPOSE
1. To preserve and promote Scottish heritage, culture, literature
and its visual and performing arts.
2. To educate the public and the membership regarding the history
and culture of Scotland by promoting programs and events for these purposes.
ARTICLE III
MEETINGS
1. The annual meeting of the Society is held for the election of
new members of the Board of Directors and the introduction of the
Officers of the Society. It shall be held each calendar year, at
such day, hour and place as the Board of Directors shall determine.
2. Regular meetings of the Board of Directors may be held at any
time but not less than once a year, upon the call of the President,
or three members of the Board of Directors.
3. The Board shall call a Special meeting of the Society if
requested to do so in writing, by ten members of the Society.
4. A quorum shall consist of 40% of the Board members at any
properly called meeting of the Board of Directors. Directors will
be considered present when using a phone.
5. A quorum shall consist of the members present at any properly
called Special or Annual meeting of the Society.
ARTICLE IV
BOARD OF DIRECTORS
1. The overall governance of the Society shall be
vested in a Board of Directors of at least four persons, who shall
include the officers of the Society. The Board of Directors shall have general charge of the
affairs, funds and property of the Society. It shall have full power to manage the
Society, amend its by-laws, and it shall be its duty to carry out the purposes of the
Society according to its by-laws. The amount of the annual dues and
fees, and the date the annual dues are due shall be determined by
the Board of Directors from time to time.
2. The Directors shall be elected annually by the
Membership and serve one three year term. They will be eligible for
reelection for not more than one additional consecutive three year term. They shall take
office immediately following the annual meeting.
3. A vacancy in any office other than that of
President shall be filled by the Board of Directors for the
unexpired term.
4. A vacancy in the office of President shall be filled by the
Vice President.
ARTICLE V
OFFICERS
1. The officers of the Society may be President, Vice President,
Secretary and Treasurer, each of whom shall be elected by the
Board for a term of one year and be eligible for reelection. An assistant Secretary, Assistant Treasurer, or
both, may be appointed by the Board at any time.
2. The officers shall be elected by the Board of Directors for a
one year term at the meeting prior to the annual meeting of the
Society. Selection shall be made from a slate of candidates by
secret ballot. Members must be present to vote. Members wishing to
stand for one or more of the positions shall notify the Secretary of
the Society at least one week prior to the election meeting. The Secretary shall prepare the slate of
candidates for the meeting and have ballots on hand. Any members may nominate another members for
office prior to the deadline or after the meeting is called to
order. Should that nominee agree to stand, his/her name shall be
added to the ballot. Voting shall proceed as follows: President,
Vice President, Secretary and Treasurer. They shall take office
immediately following the annual meeting. A Majority is required to
elect an officer. If there are more than two candidates, a sequence
of votes may be required, eliminating the candidate with the least
votes, until one obtains a majority.
3. The President may appoint standing or temporary committees of
the Board of Directors or membership at large with such duties
as the President may decide, each with a Chairperson appointed by
the President.
4. The President, or when absent, the Vice President shall,
perform the duties and exercise the powers of the President, and shall
perform such other duties as the Board of Directors shall assign.
5. The Secretary shall give notices of all Regular or Special
meetings of the Board of Directors, or the Membership and shall keep
the minutes of such meetings. The Secretary shall conduct the correspondence and
keep records of the proceedings of the Society in coordination with
the Treasurer.
6. The Treasurer shall collect all dues and fees,
keep the accounts of the Society, and report at each Regular or
Special meeting of the Board of Directors. The Treasurer shall pay
all bills rendered upon the certification as to their correctness by
the officer or Chairman of the committee which incurred the
indebtedness. The Treasurer shall send out notices for annual dues.
The Treasurer shall keep records of the membership, and perform such other duties
as the Board may direct.
7. The Chaplain, if such there be, appointed or
elected annually by the Board, shall symbolize the Christian heritage of the
membership, serving as a visible reminder to all the members of St.
Andrew, patron saint of Scotland, whose name is revered by this
Society. The Chaplain shall provide spiritual nurture to the
membership at its meetings and on such other occasions as may be
appropriate.
ARTICLE VI
RESIGNATIONS
1. Any officer, Board member, committee member or
member of the Society may tender a written resignation addressed to the
President or Treasurer of the Society.
2. If a member's dues or authorized fees remain
unpaid 90 days after the date the annual dues are due, and an attempt has been
made to contact the member, then that member shall be considered to
have resigned but may be reinstated on payment of past dues.
ARTICLE VII
INDEMNIFICATION
1. The Society shall indemnify any person who has
been made a party or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding
by reason of the fact that he is or was a director, officer,
employee or agency of the Society. The amount of such
indemnification is limited to the current assets of the Society.
