
A Florida Non-Profit Association
The following Table Shuffleboard Association Bylaws nullify and replaces the prior association bylaws, titled: “Bylaws of the National Shuffleboard Hall of Fame – A California Non-Profit Association” upon receipt of signatures to this Table Shuffleboard Association Bylaw document.
The Association's principal office shall be fixed and located at such place as designated by the current Table Shuffleboard Association President and Board of Directors.
It shall be the purpose of this Association to:
The Association’s affairs, property, and business shall be managed by the Association’s Board of Directors (hereinafter in this document may be referred to as “Board,” “Board Members,” and/or “Directors”). The basic powers, responsibilities, and duties for each director are further described in Article IV—Officers.
The Board of Directors [Board] shall consist of at least five [5] members but is not limited to five [5] Board members. The Board of Directors may elect as many directors as the board deems necessary. A majority vote of all Board members is needed to change the number of board members. The Board of Directors shall be composed of:
A Board member [Director] may resign effective upon giving written notice to the chairman, the President; the Secretary; or the Board of Directors unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective. Vacancies, except those existing as a result of a removal of a Director, may be filled by a majority vote of the Directors then in office, or by a sole remaining Director, and each Director so elected shall hold office until the next scheduled election or until such Director's successor has been elected and qualified. Any reduction of the authorized number of Directors does not remove any Director prior to the expiration of such Director's term of office.
Meetings of the Board of Directors shall be held at a place designated by the Board of Directors. Typically, at each scheduled meeting, the majority decision of where the next meeting is to be held will be decided and set.
The Board shall conduct its regular meeting annually for the purpose of organization and the transaction of other Association business. Notice of a meeting need not be given to any Director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. All such waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Any action required by the Board of Directors throughout the year may be taken without a meeting if all members of the Board of Directors individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as a unanimous vote of such directors.
Special Meetings of the Board of Directors, may be called by, the Chairman of the Board, the President, the Vice president, the Secretary upon four [4] days notice by mail, electronic mail, telephone, fax (or any combination thereof) within forty-eight [48] hours notice of such Special Meeting.
The President of the Association shall serve as - Chairman of the Board, if the Board chooses to elect a Chairman and shall preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be, from time to time, given to the Chairman by the Board of Directors.
A majority of the current number of directors is a quorum for the transaction of business, except to adjourn. Action taken by a majority of the directors present at a meeting held at which a quorum is present is an act of the Board of Directors, unless a greater number is required by law or an Article of Incorporation. A meeting at which a quorum is initially present may continue to transact business despite the withdrawal of directors if any action taken is approved by at least a majority of the required quorum for such a meeting.
Members of the Board may participate in the meeting through the use of a conference telephone or similar communications equipment, so long as all Board members participating in such meeting can hear one another. Participation in a meeting pursuant to this subdivision constitutes presence in person at such a meeting.
Every person entitled to vote might authorize another person to act by proxy with respect to any matter that requires a vote. Every proxy continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto; provided, however, that no proxy should be valid after the expiration of eleven (11) months from the date thereof, unless otherwise provided in the proxy. Such revocation may be effected by a writing delivered to the Association stating that the proxy is revoked or by a subsequent proxy executed by the person executing the prior proxy and presented to the meeting, or as to any meeting by attendance at such meeting and voting in person by the person executing the proxy. The dates contained on the proxy form(s) presumptuously determines the order of execution, regardless of the postmarked dates on the envelopes or electronic or faxed date/time in which they are mailed or otherwise communicated.
A proxy is not revoked by the death or incapacity of the maker, unless the Association receives such notice of death or incapacity before the vote is counted.
Any Officer, Director, or committee chairman and/or committee member appointees of the Association:
The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate one (1) or more committees, each consisting of two (2) or more directors, to serve at the pleasure of the Board of Directors. The Board of Directors may designate one (1) or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. The appointment of members or alternate members of a committee requires the vote of a majority of the authorized number of directors. Any such committee, to the extent provided in the resolution of the Board of directors or in the By laws, shall have all the authority of the Board of Directors, except with respect to:
A director shall perform the duties of a director, including duties as a member of any committee of the Board of Directors upon which the director may serve, in good faith, in a manner such director believes to be in the best interests of the Association and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
In performing the duties of a Director, a Director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:
Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses as may be fixed or determined by resolution and majority vote of the Board of Directors. This Section shall not be construed to preclude any Director from serving the Association in any other capacity as an Officer, agent, employee or otherwise, and receiving compensation for those services.
A majority of the directors present, whether a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.
The Officers of the Association shall be as follows: President, Vice President, Secretary, and chief Financial Officer/Treasurer and any other such officers as determined necessary by majority vote of the Board of Directors.
Reference Article III, Board of Directors, for further detail on an Officer’s term of office, commencement date, and tenure:
Chief Executive Officer [president]:
Subject to such powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be one, the Chief Executive Officer shall be the President of the Association and shall have, subject to the control of the Board of Directors, general supervision, direction, and control of the business and officers of the Association. The Chief Executive Officer shall preside as chairman of all meetings. The Chief Executive Officer shall be ex officio a member of all the standing committees, including the Executive Committee, if any, and shall have the general powers and duties of management usually vested in the office of the Chief Executive Officer of the Association and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.
President:
In the absence or disability of the President, 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, the restrictions upon the President. The Vice President shall have such other powers and perform such other duties as from time-to-time may be prescribed by the Board of Directors or by the Bylaws, respectively.
Vice President:
The secretary shall keep, or cause to be kept, a book of minutes at the principal executive office, or such other place as the Board of Directors may order, of all actions taken at all meetings of the directors with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, and the names of those present at the directors' meeting.
The Secretary shall give, or cause to be given, notice of all the meetings of the Board of Directors required by the Bylaws or by law to be given and shall have other duties as may be prescribed by the President and/or the Board of Directors or the Bylaws.
Secretary:
The Chief Financial Officer/Treasurer shall keep and maintain, or cause to be kept and maintained, in accordance with sound accounting principles, applied on a basis consistent with prior years and business transactions of the Association, including accounts of its assets; liabilities; receipts; disbursements; gains; losses; capital; and surplus. The books of account shall, at all reasonable times, be open to inspection by any Director.
The Chief Financial Officer shall deposit monies and other valuables in the name and to the credit of the Association with such depositories as may be designated by the Board of Directors. The Chief Financial Officer shall disburse the funds of the Association as may be ordered by the Board of Directors, shall render to the President and directors, whenever they request it, an account of all transactions and the financial condition of the Association and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.
Chief Financial Officer/Treasurer:
A membership into the Table Shuffleboard Association is established by submitter’s presentation of a completed Table Shuffleboard Association Membership application form and the required accompanying payment of the annual membership donation fee that will set by the Board of Directors. The Board of Directors will set the Members rights and privileges.
The Association shall keep adequate and correct books and records of account and shall keep minutes of the proceedings of its Board of Directors and committees of the Board of Directors. Such other books and records shall be kept either in written form or in any other form capable of being converted into written form.
The original, or a copy of these Bylaws, as amended to date, shall be kept at the Association's principal executive office and shall be open to inspection by Directors at all reasonable times during office hours.
Each director 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 Association of which such person is a Director and also of its subsidiary associations.
The Association shall, during the period ending with the last day of the anniversary month of the formation of the Association in each year, file with whatever is required or mandated by Secretary of State and/or the nation.
NOTE: Template Documents and Instructions for submitting an Inductee nomination may be acquired from the Table Shuffleboard Association Website; www.tableshuffleboard.org.
The Table Shuffleboard Membership at large shall initially nominate inductee into the Table Shuffleboard Association “Hall of Fame”. The selection process guidelines shall be done as follows:
Bylaws may be adopted, amended, or repealed either by affirmative vote of a majority of the Board of Directors. Each adopted, amended and repealed Bylaw shall be inserted at the appropriate place in the original or certified copy of the Bylaws kept at the principal executive office of the Association and the date of such adoption, amendment and repeal shall by entered therein.
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