SAMUNDER CLUB OF FLORIDA
Hum Shippies Florida Ke
CLUB BY-LAWS
SECTION 1. PRINCIPAL OFFICE
The Principal office of the 'Samunder Club of Florida', Inc. is located in Deerfield beach, Florida.
SECTION 2. CHANGE OF ADDRESS
The designation of the address of the Club's principal office may be changed without any amendment of these Bylaws. The Board of Directors (hereinafter referred to as Executive Council / EC) may change the principal office from one location to another by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws:
SECTION 1. SPECIFIC OBJECTIVES AND PURPOSES
The specific objectives and purposes of this
Club shall be:
(A) To promote public recognition of the important contribution being
made by Indian marine professionals to the marine industry.
(B) Build a superior image of Indian marine professionals.
Additionally, in furtherance thereof but not otherwise restricted to:
(C) Encourage and promote a high standard of qualification, competence
and knowledge among those engaged in marine operations, naval
architecture and marine engineering;
(D) Afford facilities for the exchange of information and ideas among
its members and place on record and disseminate the results of research,
experience, and information relative to the objectives;
(E) Promote the professional integrity and status of its members and
afford facilities for their advancement in the knowledge of their
profession;
(F) Cooperate with educational institutions and public education
authorities for the furtherance of education in marine operations, naval
architecture and marine engineering;
(G) Encourage and sponsor such research and other inquiries as may be
considered important to the advancement of knowledge of marine
operations, naval architecture and marine engineering.
SECTION 1. NUMBER OF ELECTED MEMBERS
The Club shall have an Executive Council consisting of nine (9) elected members of the Club. The EC shall consist of a President, Vice-President, Secretary (hereinafter referred to as "Officers"), and six (6) other members (hereinafter referred to as “Council Members"). Not less than two thirds of the EC shall be actively engaged in a marine related business or profession.
SECTION 2. POWERS
Subject to the provisions of the laws of this state and any limitations in these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this Club, the activities and affairs of this Club shall be conducted and all corporate powers shall be exercised by or under the direction of the EC.
SECTION 3. DUTIES
It shall be the duty of the members of the EC
to:
(a) Perform any and all duties imposed on them collectively or
individually by these Bylaws;
(b) Meet at such times and places as required by these Bylaws;
(c) Register their e-mail and postal addresses with the Secretary of the
Club.
SECTION 4. TERM OF OFFICE
The President of the Club shall hold office for
a period of one (1) year. He can be eligible for re-election for one (1)
more year & thereafter would only be eligible for re-election to the
post of President after a gap of one (1) year. Other members of the EC
shall be elected for two (2) years but are eligible for re-election as
an Officer or Council Member of the EC. No person may be an Officer or a
Council Member of the EC for more than two (2) consecutive terms. At
every Annual General Meeting eligible members shall be nominated for
election as follows:
(1) To the Office of the President, Vice-President & Secretary any
member of the elected EC.
(2) To the EC, any Club member in good standing.
SECTION 5. PLACE OF MEETINGS
Meetings shall be held at such place as may be designated from time to time by resolution of the EC.
SECTION 6. REGULAR MEETINGS
Regular meetings of EC shall be held quarterly.
SECTION 7. SPECIAL MEETINGS
Special meetings of the EC may be called by the President, Vice-President, the Secretary, or by any three Council Members.
SECTION 8. EXTRAORDINARY EC MEETING
Extraordinary meetings of the EC may be called by the President, or Secretary only.
SECTION 9. NOTICE OF MEETINGS
(1) Regular Meetings. Notice shall be given by
the President or his designate
(2) Special Meetings. At least one week prior notice shall be given by
the Secretary of the Club to each member of each special meeting of the
EC. Such notice may be oral or written, may be given personally, by
telephone or by e-mail, and shall state the place, date and time of the
meeting and the matters proposed to be acted upon at the meeting.
(3) General Body Meetings. May be called by the President or any 3 EC
members.
SECTION 10. NOTICE OF MEETINGS
Unless provided by these Bylaws, the following provisions of Section 9 shall govern the giving of notice for meetings of the EC.
SECTION 11. QUORUM FOR EC MEETINGS
A quorum shall consist of five (5) of the members of the EC. Except as otherwise provided under these Bylaws, no business shall be considered by the EC at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.
SECTION 12. MAJORITY ACTION AS EC ACTION
Every act or decision done or made by a majority of the members present at a meeting duly held at which a quorum is present is the act of the EC, unless these Bylaws require a greater percentage or different voting rules for approval of a matter by the EC.
SECTION 13. CONDUCT OF MEETINGS
Meetings of the EC shall be presided over by the President of the Club or, in his or her absence, by the Vice President of the Club or, in the absence of each of these persons, by a Chairperson chosen by a majority of the members present at the meeting. The Secretary of the Club shall act as secretary of all meetings of the EC, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting. Meetings shall be governed by Robert's Rules of Order, insofar as such rules are not inconsistent with or in conflict with the Bylaws.
SECTION 14. VACANCIES
Vacancies on the EC shall exist on the death, resignation or removal of any member. Any member may resign effective upon giving written notice to the President, the Secretary, or the EC, unless the notice specifies a later time for the effectiveness of such resignation. If due to any event the strength of the EC drops below the Quorum, the President will have the power of appointing the replacement. Unless otherwise prohibited by these Bylaws, vacancies on the EC may be filled by approval of all the remaining members of the EC. A person appointed to fill a vacancy on the EC shall hold office until the next election of the EC.
SECTION 1. DESIGNATION OF OFFICERS
The Officers of the Club shall be a President, a Vice President, and a Secretary.
SECTION 2. QUALIFICATIONS
Any Member in good standing may serve as officer of this Club, subject to the provisions of Article 3 of these bylaws.
SECTION 3. ELECTION AND TERM OF OFFICE
Officers shall be elected by the EC members as laid down by the Article 3, Section 4 of these bylaws.
SECTION 4. REMOVAL AND RESIGNATION
Any Officer may be removed, by calling an Extra Ordinary Meeting and by taking a majority vote, provided the decision is taken with a minimum of 2/3rd of the EC members present at such meeting, and the verbal or written assent or dissent of the absent EC members is also on record. Any Officer may resign at any time by giving written notice to the EC or to the President or Secretary of the Club. Any such resignation shall take effect at the date of receipt of such notice or any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any Officer shall be filled by the EC. In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the EC shall fill the vacancy.
SECTION 6. DUTIES OF PRESIDENT
The President shall be the chief executive officer of the Club and shall supervise and control the affairs of the Club and the activities of the Officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by these Bylaws, or which may be prescribed from time to time by the EC. The President shall preside at all meetings of the EC and at all meetings of the members. Except as otherwise expressly provided by these Bylaws, he or she shall, in the name of the Club, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the EC.
SECTION 7. DUTIES OF VICE PRESIDENT
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by these Bylaws, or as may be prescribed by the EC, subject to Article 3 of these bylaws.
SECTION 8. DUTIES OF SECRETARY / TREASURER
The Secretary shall:
(1) Certify and keep at the principal office of
the Club the original, or a copy, of these Bylaws as amended or
otherwise altered to date.
(2) Keep at the principal office of the Club or at such place as the EC
may determine, a book of minutes of all meetings of the EC, and, if
applicable, meetings of committees and of members, recording therein the
time and place of holding, whether regular or special, how called, how
notice thereof was given, the names of those present or represented at
the meeting, and the proceedings thereof.
(3) See that all notices are duly given in accordance with the
provisions of these Bylaws.
(4) Be custodian of the records and of the seal of the Club and affix
the seal, as authorized by the provisions of these Bylaws, to duly
executed documents of the Club.
5) Keep at the principal office of the Club a membership book containing
the name and address of each and any members, and, in the case where any
membership has been terminated, he or she shall record such fact in the
membership book together with the date on which such membership ceased.
(6) Exhibit at all reasonable times to any member of the EC, on request
therefore, the Bylaws, the membership book, and the minutes of the
proceedings of the EC.
(7) In general, perform all duties incident to the office of Secretary
and such other duties as may be required by these Bylaws, or which may
be assigned to him or her from time to time by the EC.
(8) Have charge and custody of, and be responsible for, all funds and
securities of the Club, and deposit all such funds in the name of the
Club in such banks, trust companies, or other depositories as shall be
selected by the EC. Receive, and give receipt for, monies due and
payable to the Club from any source whatsoever.
(9) Disburse, or cause to be disbursed, the funds of the Club as may be
directed by the EC, taking proper vouchers for such disbursements. Keep
and maintain adequate and correct accounts of the Club's properties and
business transactions, including accounts of its assets, liabilities,
receipts, disbursements, gains and losses.
(10) Exhibit at reasonable times the books of account and financial
records to any member of the EC, on request thereof.
Render to the President and members of the EC, whenever requested, an
account of any or all of his or her transactions as Treasurer and of the
financial condition of the Club.
(11) Prepare, or cause to be prepared, and certify, or cause to be
certified, the financial statements to be included in any required
reports. In general, perform all duties incident to the office of the
Treasurer and other such duties that may be required by these Bylaws, or
which may be assigned to him or her from time to time by the EC.
Treasurer
A treasurer will be appointed by the EC to oversee and manage the club’s accounts in conjunction with the Club’s Secretary.
The treasurer need not be a member of the EC.
Duties of the Treasurer:
Monitoring & receiving funds, maintaining the club’s bank account, keeping records, filing reports & statements. Preparation of accounts for filing any Tax returns as may be necessary.
Responsibilities of the Treasurer:
The treasurer must ensure that all funds received or spent by the club are duly recorded. The accounts are to be maintained up to date. The Treasurer in conjunction with the Secretary and “Committee Chairpersons” (all committees to have one EC member on board) - must authorize all expenses either orally or in writing. The club’s statement of account must be presented to the EC at each EC meeting.
Term of the Treasurer:
The term of the Treasurer is to be two years and to be as far as is possible staggered with the term of the Secretary. He may be re-appointed for a subsequent full term.
Operation of Club’s Bank Account:
The signatories to the Club’s bank account are to be the Secretary and the Treasurer. Any one of the signatories may sign checks once the expense(s) has been duly authorized.
SECTION 1. QUALIFICATIONS FOR MEMBERSHIP
Membership shall be accorded exclusively to individuals of Indian origin who are associated with or have made outstanding personal contributions to significant achievements in the marine industry, but not restricted to marine operations, naval architecture and marine engineering. The EC shall have the power, subject to a two-thirds majority, to remove from membership, any member who is guilty of unprofessional conduct, or who has willfully contravened any of the rules, regulations, or bylaws of the Club, or whose continued membership is, in the opinion of the EC, not in the interests of the Club. Any such member whose removal is deemed necessary by the EC, shall be given the opportunity to stating his/her objections to such removal at a special meeting of the EC.
SECTION 2. PROFESSIONAL CONDUCT
All members are required to conduct themselves in such a manner as to uphold the dignity, standing and reputation of the marine profession and the Club.
SECTION 1. COMMITTEES
The Club shall have such other committees as may from time to time be designated by resolution of the EC. These committees may consist of persons who are not also members of the EC and shall act in an advisory capacity to the EC. Spouses may be nominated to these committees.
SECTION 2. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the EC, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the EC and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the EC or by the committee. The EC may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
ARTICLE 7: EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The EC, except as otherwise provided in theses Bylaws, may by resolution authorize any Officer of the Club to enter into any contract or execute and deliver any instrument in the name of and on behalf of the
Club, and such authority may be general or confined to specific instances. Unless so authorized, no officer or member shall have any power or authority to bind the Club by any contract or engagement or to pledge its credit or to render it liable monetarily for any purposes or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by resolution of the EC, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Club shall be signed by the Treasurer only .
SECTION 3. DEPOSITS
All funds of the Club shall be deposited from time to time to the credit of the Club in such banks, trust companies, or other depositories as the EC may select. Membership dues are NON-REFUNDABLE.
SECTION 4. GIFTS
The EC may accept on behalf of the Club any
contribution, gift, bequest, or device for the nonprofit purposes of
this Club.
ARTICLE 8: CORPORATE RECORDS, REPORTS & SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The Club shall keep at its principal office:
(1) Minutes of all meetings of the EC, committees, and of all meetings
of members, indicating the time and place of holding such meetings,
whether regular or special, how called, the notice given, and the names
of those present and proceedings thereof;
(2) Adequate and correct books and records of account, including
accounts of its properties and business transactions and accounts of its
assets, liabilities, receipts, disbursements, gains and losses.
(3) A record of its members, if any, indicating their names and
addresses and, if applicable, the class of membership held by each
member and the termination date of any membership;
(4) A copy of the Club Bylaws as amended to date, which shall be open to
inspection by the members, if any, of the Club at all reasonable times
during office hours.
SECTION 2. CORPORATE SEAL
The EC may adopt, use, and at will alter, a
corporate seal. Such seal shall be kept at the principal office of the
Club. Failure to affix the seal to corporate instruments, however, shall
not affect the validity of any such instrument.
SECTION 3. EC MEMBERS INSPECTION RIGHTS
Every member of the EC shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Club and shall have such other rights to inspect the books, records and properties of this Club as may be required under the provisions of these Bylaws.
SECTION 4. MEMBERS' INSPECTION RIGHTS
Each and every member shall have the following
inspection rights, for a purpose reasonably related to such person's
interest as a member:
(1) To inspect and copy the record of all members' names, addresses and
voting rights, at reasonable times, upon written demand on the Secretary
of the Club, which demand shall state the purpose for which the
inspection rights are requested.
(2) To obtain from the Secretary of the Club, upon written demand on,
and payment of a reasonable charge to, the Secretary of the Club, a list
of the names, addresses and voting rights of those entitled to vote for
the election of EC members as of the most recent record date for which
the list has been compiled or as the date specified by the member
subsequent to the date of demand. The demand shall state the purpose for
which the list is requested. The membership list shall be made as soon
as possible after the demand is received by the Secretary of the Club or
after the date specified therein as of which the list is to be compiled.
(3) To inspect at any reasonable time the books, records, or minutes of
proceedings of the members or the EC or committees, upon written demand
on the Secretary of the Club by the member, for a purpose reasonably
related to such person's interests as a member.
Members shall have such rights to inspect the books, records and
properties of this Club as may be required under the provisions of these
Bylaws.
SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person or by agent and the right to inspection shall include the right to copy and make extracts.
SECTION 6. DISCLAIMER
Periodic presentations of technical papers during the Club meetings are for the sole purpose of dissemination of information to members in keeping with the objectives of the Club. No liability shall attach to the Club or EC for any damage deemed to be caused by the use of such information.
ARTICLE 9: DISSOLUTION OF THE CLUB
Upon dissolution of the Club, the Club’s bank
account is to be closed and any funds remaining therein to be
distributed evenly amongst the existing membership.
REVISION DATED: October 25, 2006
SECTION 1: PROCESS
Amendments to the By-Laws may be proposed to the Club membership upon:
a) A majority vote of the EC, Or
b) A petition to the Club’s Secretary signed by at least 10% of the membership with a minimum of five members – whichever is greater
SECTION 2: EC REVIEW
These proposals will be reviewed by the EC as to the following only:
1. Proposed amendments not affecting & being in conformance with the aims of the Club.
2. Proposed amendments should not in any manner affect the Tax Free Status of the Club.
SECTION 3: GENERAL MEMBERSHIP REVIEW
Upon review by the EC, the proposed changes will then be passed onto the general membership for voting by e-mail ballot within five days of the proposal being submitted.
SECTION 4: ELECTORAL PROCESS
An Election Committee will be formed consisting of one member from the EC and two members from the general membership to arrange manage & conduct the general membership voting process. A 15 day time frame to be given to the membership to enable all the members to vote.
SECTION 5: RATIFICATION/ INCORPORATION
For amendments to be ratified and incorporated into the By-Laws at least 2/3 favorable vote - basis all ballots returned within the allowed 15 days are required. Approved amendments to the By-Laws will be effective on the first day of the month following the close of voting.
REVISION DATED: June 1, 2007
Article 1: Offices
Article 2: Objectives
Article 3: (EC)
Article 4: Officers
Article5: Members
Article 6: Committees
Article 7: Execution of Instruments & Funds
Article 8: Corporate Seal, Records, Reports
Article 9: Dissolution
