THE LEAGUE TO AID ABUSED CHILDREN
AND ADULTS, INC.
ARTICLE I - NAME
The name of the corporation shall be The League to Aid Abused Children and Adults, Inc. (dba Infinity).
ARTICLE II - MISSION STATEMENT
The mission of Infinity is to improve lives by providing financial assistance to direct services that aid abused and neglected children and adults in St. Petersburg, Florida.
ARTICLE III - MEMBERSHIP
Anyone who is interested in the mission of Infinity shall be eligible for invitation to membership by the Board of Directors.
Section 1. Classifications: Members shall be classified as follows:
A. Active Members shall be subject to all of the duties and obligations of Infinity and shall actively participate in its projects. They shall be entitled to vote, to hold office, and to sponsor new members.
B. Life Members shall be exempt from active participation; however, it shall be their choice to participate and enjoy all of the privileges of active membership. Life Membership is now closed. All members heretofore holding Life Memberships shall remain Life Members.
Section 2. Application & Election for Membership: Application for membership shall be submitted to the Membership Chairman on a form provided by Infinity for that purpose. The application shall be signed by a sponsoring member who is in good financial standing. After submission of the application and upon payment of the annual dues, the applicant will be notified by the Membership Chairman that she is an active member.
Section 3. Resignation & Reinstatement:
1. Any member may resign at any time by giving written notice to the Membership Chair for action by the Board of Directors. Such resignation shall take effect on the date of receipt of such notice or any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
2. A member may resign in good standing, if they have met their financial obligations, and by submitting a written resignation by April 30.
1. Membership may be reinstated by submitting a written request to the Membership Chairman for action by the Board of Directors.
2. A member who is reinstated shall remit the current year’s dues.
ARTICLE IV - ANNUAL DUES AND FEES
Section 1. Annual Dues: All dues and fees shall be remitted to the Membership Chairman. Dues are non-refundable and non-transferable.
A. Dues of new members joining after January 1 shall be considered paid for the ensuing fiscal year.
B. Annual dues for Active Members shall be due and payable by September 1. Dues not received by September 30 shall be considered delinquent. The member shall be notified in writing by the Membership Chairman of her delinquency. If dues are not received by December 31 of the next fiscal year, a member shall be deemed as not in good financial standing and her membership shall be forfeited and name removed from the Directory.
Section 2. Fiscal Year: The fiscal year shall be from May 1 through April 30.
ARTICLE V - OFFICERS
Section 1. Elected Officers: Elected officers shall be President, First Vice President, Second Vice President, Third Vice President, Recording Secretary, Corresponding Secretary, Treasurer, and Assistant Treasurer.
Section 2. Eligibility:
A. A member must be in good financial standing to be nominated and elected to any office.
B. To be eligible for the office of President or Vice President, a member shall have been an active, participating member of Infinity. This person shall have served on the Board of Directors for at least one (1) year.
C. To be eligible for office, other than President or Vice President, a member should have served on the Board of Directors in some capacity, but this is not mandatory.
D. A member shall hold only one elective office at a time.
Section 3. Term of Office: Officers shall be elected for a term of one year. They shall assume their respective office at the time of installation. Any officer shall be eligible to succeed oneself in the same office only once.
Section 4. Vacancies: In the event a vacancy occurs in the office of President, the First Vice President shall succeed to the office for the unexpired term. Vacancies in all other elective offices shall be filled for the unexpired term upon recommendation of the President and approved by the Board of Directors.
Section 5. Duties of Officers: All officers shall perform the duties prescribed in these Bylaws and in the adopted parliamentary authority, as well as those prescribed by the Board of Directors.
A. The President shall:
1. be the chief executive officer of Infinity;
2. preside at all meetings of Infinity, of the Board of Directors, and of the Executive Committee;
3. appoint a Parliamentarian;
4. appoint a chairman of Standing and Special
Committees, with the exception of the Nominating Committee and committees specified in these Bylaws, subject to the approval of the Executive Committee;
5. be ex officio member of all committees, except the Nominating Committee;
6. countersign checks;
7. appoint an Audit Committee and, when necessary, a Tellers Committee, and a Secretary pro term when required;
8. be custodian of the Corporate Seal and of all records and papers of Infinity, except those pertaining to others for current activities; and
9. present a condensed summary of the Annual Report.
B. The First Vice President shall:
1. assume the duties of the office of President in the absence or disability of the President;
2. oversee Ways and Means, present to the Board of Directors recommendations for raising funds for Infinity, implement recommendations approved by the Board of Directors and by the membership, apply for a Charitable Solicitation Permit and any other permits, if needed, from governmental entities for each fundraising event, and report the results of fundraising events to the Board of Directors at least thirty (30) days prior to the close of the fiscal year.
3. serve as a member of the Bylaws Committee; and
4. be responsible for securing a President’s gift that symbolizes the object and mission of Infinity.
C. The Second Vice President shall:
1. assume the duties of the office in the absence or disability of the President and the First Vice President; and
2. oversee the Membership and receive all dues and fees, remit all monies collected to the Treasurer; maintain an updated membership roster; distribute membership applications; present names of duly sponsored applicants to the Board of Directors for action; notify approved applicants of their election to membership with a request for the required dues or fees; send notices, by September 30, to members whose dues are delinquent; send letters of delinquency to members whose dues have not been received by December 31 of the following fiscal year; maintain records of membership status, including resignations and reinstatements.
D. The Third Vice President shall:
1. assume the duties of the office in the absence or disability of the President, the First Vice President, and the Second Vice President; and
2. arrange for appropriate speakers or entertainment for the monthly general membership meetings and submit the years’ tentative schedule of programs for approval by the Board of Directors, inform all speakers that directly soliciting the general membership audience for individual or corporate monetary or in-kind support is discouraged and actively encourage a speaker, who is allowed to sell items at the General Membership Meeting, to direct the proceeds of a sale, in part or whole, to Infinity.
E. The Recording Secretary shall:
1. record the minutes of all meetings of the membership, of the Board of Directors, and of the Executive Committee;
2. furnish a copy of the minutes to the President following each meeting;
3. receive and file all written reports; and
4. furnish to the auditor copies of the minutes of all meetings when requested.
F. The Corresponding Secretary shall:
1. notify members of meetings ten (10) days in advance in the event that no newsletter can be sent; promptly conduct all necessary correspondence of Infinity as directed by the President or requested by the Board of Directors;
2. furnish copies of official correspondence to the President;
3. order and maintain supplies, stationery, etc., as directed by the President; and
4. mail cards in the event of illness or death and arrange for floral deliveries as directed by the President or the Board of Directors.
G. The Treasurer shall:
1. be the chief financial officer of Infinity;
2. assist in familiarizing the Assistant Treasurer with the procedures and bookkeeping practices of Infinity;
3. receive and deposit all funds to the account of Infinity in a financial institution approved by the Executive Committee;
4. sign all checks, countersigned by the President or the Assistant Treasurer, for the disbursement of funds;
5. automatically disburse funds up to $1,000 after a detailed receipt has been submitted to the Treasurer. All receipts and reimbursements up to $1,000 require one signature. All receipts over $1,000 must meet with approval of the Board of Directors and have two signatures;
6. keep current financial records;
7. maintain a separate account sheet on each fundraising event;
8. report the financial status of Infinity to the Board of Directors, to the Membership, and, when requested, to the Executive Committee;
9. submit a copy of each financial report to the President and to the Secretary;
10. pay all approved outstanding indebtedness of Infinity before the end of the fiscal year;
11. provide the incoming President with a yearend report;
12. furnish all related bank statements, copies of deposits, reports, and other pertinent records as required to an internal Audit Committee consisting of three members appointed by the President, no later than May 31;
13. deliver all books, records and reports to the successive Treasurer following receipt of completed audit;
14. furnish the internal audit report issued by the Audit Committee, along with any other requested reports and records for an external audit, and subsequently, forward the external audit report when received;
15. obtain the standard bank resolution cards before the close of the administration for the signatures of those incoming officers as required by the financial institution; and
16. serve as Chairman of the Finance Committee.
H. The Assistant Treasurer shall:
1. with the assistance of the Treasurer, become familiar with the procedures and bookkeeping practices of Infinity;
2. assist the Treasurer in the performance of the office as requested by the Treasurer and the President;
3. sign all checks, countersigned by the President or the Treasurer, for the disbursement of funds; and
4. perform all duties of the office in the absence of the Treasurer.
Section 6. Each Officer shall:
A. Be a member of the Board of Directors and of the Executive Committee.
B. If applicable, execute a signature card to be placed on file as required by Infinity’s financial institution.
C. Notify the President or the Secretary if unable to attend a meeting.
D. Report at each meeting of the Board of Directors and of the general membership or advise the President in advance when no report is to be given.
E. Maintain a file pertaining to the duties and activities of the office including copies of written reports and other pertinent information for the edification of those succeeding to the office.
F. Submit a written annual report in triplicate, one (1) copy of which shall be submitted to the President prior to the annual meeting, one (1) copy of which shall be presented to the Secretary at the annual meeting, and one (1) copy of which shall be placed in a file for the successor.
ARTICLE VI - NOMINATIONS AND ELECTIONS
Section 1. Nominating Committee:
1. The Nominating Committee shall consist of five (5) members: the chairman and four (4) members to be elected from the general membership at the November meeting.
2. The chairman shall be the immediate past President.
1. To be eligible for election to membership on the Nominating Committee, a member shall have been active inInfinity for at least one year and in good financial standing.
2. A member shall be ineligible to serve on the Nominating Committee for two consecutive terms.
1. The Nominating Committee shall nominate one (1) candidate for each office to be filled.
2. The Committee shall consider the candidacy of members whose names have been submitted by members ofInfinity before February 1.
3. The Committee shall determine that candidates shall have consented to serve, if elected.
4. The slate shall be submitted to the Board of Directors at its February meeting.
5. A copy of the slate shall be submitted to the Corresponding Secretary to be included in a notice sent prior to the election meeting or published in the newsletter.
6. The chairman shall report at the election meeting at the March general membership meeting.
In the event a vacancy occurs on the nominating committee, the nominating committee shall fill that vacancy for the length of the unexpected term upon the nominating committee’s approval.
Section 2. Officers:
A. Election of officers shall be held at the March General Membership Meeting.
B. Nominations may be made from the floor with the consent of the nominee.
C. If there is more than one (1) nominee for an office, that election shall be by ballot, a majority of the votes cast being necessary for election.
D. No member shall be on the ballot for more than one office.
E. There is no automatic succession of officers.
ARTICLE VII - REGULAR AND SPECIAL MEETINGS
Section 1. Regular General Membership Meetings: Regular General Membership Meetings of Infinity shall be held on the third Tuesday of each month, September through April, unless otherwise ordered by the President with the approval of the Board of Directors.
Section 2. Special General Membership Meetings: Special General Membership Meetings may be called by the President, or by the Board of Directors, or they may be called upon written request by ten (10) members of Infinity. The purpose of the meeting shall be stated in the call.
Section 3. Election Meeting: The election meeting shall be held at the regular General Membership Meeting in March. Only members of the corporation shall be allowed to vote at the Election Meeting.
Section 4. Annual Meeting: The regular General Membership Meeting in April shall be known as the Annual Meeting, and shall be for the purpose of:
A. Presenting a condensed summary of the President’s Annual report.
B. Installing the newly elected officers for the upcoming Fiscal Year.
C. For any other business that may arise.
Section 5. Notice: At least ten (10) days’ notice in writing by newsletter, or by card, shall be given for all Regular and Special General Membership Meetings of Infinity.
Section 6. Quorum: Fifteen (15) members shall constitute a quorum for all Regular and Special General Membership Meetings of Infinity.
Section 7. Voting: At any meeting of general membership, the membership shall be entitled to cast votes as long as they are members in good standing. All elections of the Officers shall be by ballot, unless dispensed with, and by majority vote of the members present at the specific meeting. Under special circumstances pursuant to Article XIV members in good standing may cast email votes.
ARTICLE VIII - BOARD OF DIRECTORS
Section 1. Membership: The elected officers of Infinity, the Immediate Past President, and the chairmen of all Standing and Special Committees shall constitute the Board of Directors and shall consist of not more than thirty (30) members.
Section 2. Duties: The Board of Directors shall have general supervision of the affairs of Infinity between its business meetings, make recommendations to Infinity, and shall perform such other duties as are specified in these Bylaws.
Section 3. Fiduciary Duties: The Board shall exercise final approval of the budget. All receipts and reimbursements over $1000 must meet with approval of the Board of Directors and have two signatures.
Section 4. Meetings: The Board of Directors meetings shall be called by the President prior to the General Membership Meetings, September through April. The general membership shall be informed of the meetings scheduled for the year through the newsletter prior to the September meeting. Special Board of Directors meetings may be called at any time by the President, or upon written request of ten (10) members of the Board of Directors.
Section 5. Reports: Each member shall report to the Board of Directors on the activities of the office or chairmanship, including a financial report, if applicable, or shall advise the President, in advance, if no report is to be given. A written summary report shall be submitted to the President at least one (1) week prior to the Annual Meeting for inclusion in the President’s Annual report.
Section 6. Absences: Three (3) consecutive, unexcused absences from the Board of Director meetings shall subject the member to removal from the Board of Directors. Anticipated absences shall be reported to the President or the Recording Secretary. The President reserves the right to excuse standing and special committee chairs from Board of Directors Meeting attendance for the fiscal year.
Section 7. Ethics: Any member of the Board of Directors betraying the confidentiality of the business transpired may be subject to removal from the Board of Directors. Removal of a member shall be effected by a two-thirds (2/3) vote of the Board of Directors by ballot.
Section 8. Quorum: Ten (10) members shall constitute a quorum for any regular or special meeting of the Board of Directors.
ARTICLE IX - EXECUTIVE COMMITTEE
Section 1. Membership: The elected officers of Infinity shall constitute the Executive Committee.
Section 2. Duties: The Executive Committee shall have general administrative supervision between meetings ofInfinity’s Board of Directors, and shall make recommendations to the general membership, and shall perform such other duties asare specified in these Bylaws. The Executive Committee shall be subject to the orders of Infinity’s Board of Directors and of Infinity, and none of its acts shall conflict with any of the action taken by either.
Section 3. Meetings: The Executive Committee shall meet at the call of the President or upon written request by five (5) members of the Committee. The meeting may be held by telephone.
Section 4. Quorum: Five (5) members shall constitute a quorum for any Executive Committee meeting.
ARTICLE X - FINANCE
Section 1. The Finance Committee shall be composed of the Treasurer as Chairman, the Assistant Treasurer, the First Vice President, the immediate past President and the Recording Secretary.
Section 2. The Finance Committee in consultation with the President shall propose an operating budget for recommendation to the Board of Directors for approval on or before the October Board and General Membership Meeting.
Section 3. Spending requests not supported by the budget shall be submitted to the Board of Directors for approval. When expense sheets from previous projects are not available to use as a guideline, the requests may be referred by the Board of Directors to the Finance Committee for review and
recommendation prior to approval.
Section 4. All monies raised by any individual or group shall be remitted to the Treasurer. The Treasurer will automatically and timely disburse funds up to $1,000 after a detailed receipt has been submitted. All receipts and reimbursements up to $1,000 require one signature. All receipts over $1,000 must meet with approval of the Board of Directors and have two signatures.
Section 5. All funds raised or received by Infinity, except those necessary for operating expenses as stipulated in the approved Operating Budget, shall be divided among those social welfare agencies chosen by Infinity which aid abused or neglected individuals.
Section 6. Recommendations from any member suggesting other beneficiaries of funds from Infinity shall be referred to the Finance Committee for review and then referred to the Board of Directors for approval and recommendation to the membership. Final approval by the membership shall require a majority vote of eligible members present. Members employed by, or serving on the board of, those social welfare agencies chosen byInfinity which aid abused and neglected children and adults are not eligible to vote.
Section 7. The Finance Committee shall meet at the call of the President or Chairman.
ARTICLE XI - STANDING AND SPECIAL COMMITTEES
Section 1. Standing Committees: There shall be the requisite number of Standing Committees as deemed necessary to carry out the object of Infinity and to conduct its business. Chairmen shall be appointed by the President with the approval of the Executive Committee.
A. Each Chairman shall:
1. be a member of the Board of Directors;
2. appoint members as necessary to carry out the duties of the respective committees;
3. notify the President or Recording Secretary if unable to attend a meeting;
4. report at the meeting of the Board of Directors or shall advise the President, in advance, when no report is to be given;
5. maintain a file pertaining to the activities of the committee, including copies of written reports, and other pertinent information for the edification of succeeding chairmen; and
6. submit a written annual report in triplicate, due one (1) week prior to Annual Meeting, one (1) copy of which shall be submitted to the President, one (1) copy of which shall be submitted to the Secretary, and one (1) copy of which shall be placed in a file for the succeeding chairman.
B. There shall be the following Standing Committees:
1. Bylaws: The Bylaws Committee shall submit proposed amendments to the Board of Directors for recommendation to the membership. Revisions of the Bylaws shall be approved by the Board of Directors prior to a vote by the general membership. The Bylaws Committee shall be composed of the chairman, the First Vice President, the immediate past President, Parliamentarian, and one member selected by the Chairman.
2. Hospitality: The Hospitality Committee shall assist the President with arrangements for a suitable place for meetings. The committee shall serve as hostesses at all Membership Meetings and shall be responsible for welcoming current and potential new members. Also, the committee shall arrange the Annual Meeting Installation Luncheon with the approval of the President.
3. Newsletter: The Newsletter Committee shall be responsible for compiling and distributing a newsletter to all members during Infinity’s fiscal year, and at any other time as requested by the President. The newsletter should include the place, time, and date of Board of Directors and General Membership Meetings, announcements of any activities, and news of interest to Infinity.
4. Properties: The Properties Chairman shall be responsible for storing the records and other properties of Infinityand shall maintain a written list of them. At the close of the fiscal year, an adjusted record of properties and their place of storage shall be compiled. Properties shall not be loaned to any individual or organization outside Infinity.
5. Publicity: The Publicity Chairman shall arrange for publicity through newspaper, magazines, event programs, and other publications, radio, social media, and TV for the general benefit of Infinity. The committee shall be responsible for keeping accurate and up-to-date records of publicity and printed matter and make recommendations to the Board on future publicity efforts and policies concerning Infinity’s activities or announcements. Chairmen of special fundraising events may appoint their own Publicity Chairman who shall be responsible for compiling a record book for that specific event.
6. Directory: The Directory Chairman shall be responsible for preparing, printing, and distributing the directory. At least three (3) competitive bids may be obtained from printers. The Committee shall submit the final copy to the President for Board of Directors approval prior to printing.
7. Web Master
B. The President can name new standing committee chairs as needed.
Section 2. Special Committees:
Chairmen of Special Committees shall be appointed by the President, as deemed necessary, with the approval of the Board of Directors. Those committees appointed to carry out fundraising events of Infinity shall be considered Special Committees in addition to the Reservations, Table Decorations, and 50/50.
A. The Audit Chairman shall, at the end of each fiscal year, review the Infinity books, bank statements, expense receipts, investment accounts, and all statements and records to ensure proper accounting procedures. The Audit Chairman will also serve as liaison with any outside accounting firm, which Infinity may engage from time to time as needed for tax purposes.
B. Committees may obtain the use of professional, unpaid assistance with the approval of the Board of Directors.
C. 50/50: The Chairman of 50/50 will sell tickets to the members for the 50/50 fundraising activity at each general meeting. The member with the winning ticket receives 50% of the proceeds and Infinity receives 50%.
ARTICLE XII - BOOKS AND RECORDS
The books, records, and papers of Infinity shall, at all times, during reasonable business hours, be subject to inspection by any member.
ARTICLE XIII - PARLIAMENTARIAN AND PARLIAMENTARY AUTHORITY
Section 1. Parliamentarian:
A. The Parliamentarian shall be knowledgeable of the Bylaws and shall attend all meetings to advise on procedures when requested by the President to do so.
B. The Parliamentarian is not an elected officer but shall be appointed by the President and shall serve on the Bylaws Committee.
C. The Parliamentarian shall not vote except in election of officers where election is by ballot.
Section 2. Parliamentary Authority:
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern in all cases to which they are applicable and in which they are not inconsistent with these Bylaws.
ARTICLE XIV – AMENDMENTS
These Bylaws may be amended or revised upon recommendation of the Board of Directors by a majority vote of the members present and voting at any Regular or Special General Membership Meeting, provided that the amendments have been submitted in writing ten (10) days prior to the meeting or, without previous notice, by a unanimous vote. In the event the majority of the Board has voted to recommend an amendment or revision, the proposed change has been posted for 10 days and a regular or special meeting cannot be called. Members may vote to approve the amendment or revision via email.
Resolved, that the Bylaws Committee shall be authorized to correct article and section
designations, punctuation, and cross references, and to make such other technical and confirming
changes as may be necessary to reflect the intent of the members.
Revised November 2021
CH10709. A COPY OF THE OFFICIAL REGISTRATION AND FINANCIAL INFORMATION OF THIS ORGANIZATION MAY BE OBTAINED FROM THE DIVISION OF CONSUMER SERVICES AT WWW.800HELPFLA.COM OR BY CALLING TOLL FREE 1.800.435.7352 WITHIN THE STATE OF FLORIDA. REGISTRATION DOES NOT IMPLY ENDORSEMENT, APPROVAL, OR RECOMMENDATION BY THE STATE.
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