Marco Island Shell Club

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Marco Island Shell Club Bylaws Approved January 3, 2013

Marco Island Shell Club Bylaws

P. O. Box 633

Marco Island, FL 34146

Revised November, 2012


Approved by the membership, January, 2013

ARTICLE I: Title and Purpose

Section 1. The name of this organization shall be the Marco Island Shell Club, Inc. (A Corporation not

for profit).

Section 2. The Marco Island Shell Club is a 501(c) (3) nonprofit organization for shell enthusiasts at all

levels of interest and expertise. Our mission is to promote the study, conservation, science,

history, and appreciation of seashells and mollusks in all their forms, and to encourage shellrelated

interests, such as shell collecting, crafting and art.

ARTICLE II: Membership and Dues

Section 1. Membership in the Club shall be open to all persons interested in the objectives as set forth in

Article I, Section 2.

Section 2. The Board of Directors shall determine the dues structure from time to time.

Section 3. a. The membership year shall be January 1 through December 31.

b. The fiscal year of the club shall be April 1 through March 31.

Section 4. Honorary Member

Only the Board of Directors may bestow “Honorary Membership”. Upon the approval of the

Board, the President or his/her designee shall notify the recipient in writing and announce the

name of the recipient at the Members’ Meeting immediately following the Board Meeting.

An Honorary Member is defined as one who has made a long-term significant contribution to

malacology and /or shell arts and crafts, either by leadership in the field or a long-term

personal commitment to the Marco Island Shell Club. Privileges include complimentary

membership for life with all the privileges that are accorded dues paying members (i.e.,

attendance and participation at all meetings with full voting privileges, newsletters, and

invitations as extended to members to participate in club sponsored events).

Section 5. Active Member

An Active Member is defined as one who has paid dues by December 31 AND actively

contributed to the goals of the Club during the season, as demonstrated by any of the criteria


a. Participated in five or more Club Workshops,*

b. Attended two or more monthly Membership Meetings,*

c. Served as a Club officer or on a Club Committee,

d. Produced shell craft at home for the Club.

*Registration (signing in) by the member at the workshops and meetings on forms provided by the

Recording Secretary shall serve as proof of attendance.


Section 1. Regular meetings of the club shall be held once a month from November through March. For

conducting the business of the club, the quorum necessary shall be sixteen (16) members.

Section 2. The annual meeting shall be held in March for the purpose of receiving annual reports of

Officers and Committee Chairs, the election and installation of Officers, the approval of the

budget for the upcoming fiscal year, and such other business as might properly come before the

Section 3. Special meetings shall be held on the call of the President, or a majority of the Board of

Directors, or of an ad hoc Committee consisting of at least 25% of the membership. Publication

at least 10 days in advance of the date of the meeting in a newspaper of general circulation in the

Marco Island area shall constitute sufficient notice to the membership of intent to hold the

meeting and the purpose of the meeting. A quorum of sixteen (16) members shall be sufficient

to conduct the business at the meeting.

Section 4. Meetings shall be conducted according to the latest edition of Robert’s Rules of Order.

ARTICLE IV: Board of Directors

Section 1. The business and other affairs of the Club shall be conducted by a Board consisting of the

elected officers, the immediate Past President, who shall serve for one year only, and the Chairs

of standing committees. Four out of six (6) elected offices must be in residence in the Marco

Island area for a minimum of five months in each calendar year.

Section 2. Meetings of the Board of Directors shall be held monthly or more often if determined necessary

by the Board, on a day and at a time that the Board may determine. Board meetings may be

waived at the discretion of the President with the approval of a majority of the Board Members.

Section 3. The Board shall have full power to make decisions regarding the day-to-day conduct of Club

Section 4. The Board may not order an expenditure of more than $500 on a single project without approval

of 51% of the Board members in attendance.

Section 5.The Board of Directors shall submit an annual budget at the annual meeting in March for

approval by at least 51% of the general membership in attendance.

Section 6. Any vacancy, which may occur in any elected office for any reason, shall be filled by

appointment by the Board for the unexpired part of the term. Any chair vacancy that may occur

shall be filled by appointment of the President.

Section 7. For conducting the business of the Board, the quorum shall be five (5) members, three (3) of

whom shall be elected members.

Section 8. The Chair of the Board shall be one and the same person as the President of the Club. The

Secretary of the Board shall be one and the same person as the Recording Secretary of the Club.

Section 9. Special meetings of the Board may be called by the President or at the written request of a

majority of the Board presented to the Secretary of the Board or the Chair. Notice of special

meetings shall be given to each member of the Board individually, by U.S. Postal Mail, e-mail,

or by telephone two days before the meeting date stating the date, time, place, and purpose of the

meeting; the notice may be waived only by unanimous consent of all Board members.

ARTICLE V: Officers

Section 1. The six (6) officers of the Club shall be a President, President-elect, Vice-President, Recording

Secretary, Corresponding Secretary, and Treasurer. They shall be elected for a term of two years,

with the exception of the President-elect. The president-elect shall serve a one-year term during

the second year of the current president’s term, and automatically become president at the end of

the term as president-elect. Four (4) officers must be in residence in the Marco Island area for a

minimum of five (5) months.

Section 2. No officer shall be eligible to serve more than two consecutive terms in the same office.

Section 3. The President shall:

a. Preside at all regular and special meetings of the membership,

b. Appoint the chairs of all standing committees and special committees,

c. Be an ex-officio member of all committees, except the Nominating Committee,

d. Direct the Corresponding Secretary to remind members of meetings,

e. Manage the affairs of the Club pursuant to the direction of the Board,

f. Coordinate the work of any special chairs such as Holiday Party, Fashion Show, Shell

Hunt/Picnic, and Thank You Luncheon,

g. Prepare other duties incident to the office, such as, prepare a calendar of club events,

h. Make certain that required forms are filed with the State and Federal governments.

Section 4. The President-elect shall:

a. Prepare for service as President the following year

b. Execute the duties of the president in the president’s absence

c. Perform other duties assigned by the President

Section 5. The Vice-President shall:

a. Perform the duties of the president in the absence of the President and the Presidentelect,

b. Serve as chair of the Program Committee

Section 6. The Recording Secretary shall:

a. Attend and keep minutes of all membership meetings and note approximate number


b. Attend and keep minutes of all Board meetings, including names of those attending,

c. Furnish copies of all minutes to the President and Board members,

d. Have the previous minutes of both the Board and general membership meetings,

e. Have sign-in sheets available for members at all membership meetings and workshops

and provide the results to the President,

f. Attend and keep minutes of all special meetings of the Board and members.

Section 7. The Corresponding Secretary shall:

a. Conduct routine correspondence of the club as directed by the President, referring

communications to committee chairs as appropriate,

b. Coordinate activities of the sunshine and contact committees.

Section 8. The Treasurer shall:

a. Be insured under the club’s business insurance policy to handle all moneys of the club,

b. Deposit all funds in an account insured by the Federal Government or as agreed upon

by the Board,

c. Pay all club obligations as directed by the Board,

d. Provide financial statements to the Board and members at each board and general

membership meeting,

e. Draft a proposed annual budget for approval by the Board at its March meeting,

f. Be responsible for keeping the Board informed of Florida sales tax and IRS

regulations, for filing required IRS tax forms in any year that the club’s gross receipts

exceed the IRS limits,

g. Be responsible for reviewing insurance coverage with the Board and the payment of

respective premiums.

Section 9. A Parliamentarian, serving as an unelected officer, may be appointed by the President, to

advise the presiding officer in matters of parliamentary procedure, utilizing the latest edition

of Robert’s Rules of Order. To maintain impartiality, this person shall have no vote.

ARTICLE VI: Committees

Section 1. The Nominating Committee, consisting of not less than three (3) members, shall be appointed

by the President no later than December 31 preceding the election. One member shall be a

non-board member. The committee shall prepare a list of Officers to be elected at the ensuing

annual meeting; however, nominations may be made from the floor. Members of the

Nominating Committee shall not succeed themselves in office but shall be eligible to serve

again after four (4) years. The committee must obtain the consent of those persons nominated

for office.

Section 2. The President shall appoint annually, for a term of one (1) year, Chairs of the following

Standing Committees:

a. Membership Chair shall:

1. Be computer literate,

2. Receive all applications for membership, distribute membership credentials

and current by-laws,

3. Keep a current file of members, their mailing and e-mail addresses, and phone


4. Once a year, publish the current membership list for distribution to all


5. Receive and record dues paid and submit moneys to the Treasurer.

b. Publicity and Graphic Arts Chair shall:

1. Publicize matters of interest to the membership and public,

2. Prepare and submit copy for newspapers and other media announcing all

meetings, activities, and results of elections,

3. In cooperation with the President, set up all newsletters for printing and mail to


4. Design and produce club publications in cooperation with appropriate officer

or chair.

c. Program Chair/Vice President shall:

1. Arrange for and introduce programs of interest at membership meetings and

special meetings of the Club,

2. Arrange for social functions and welcome guests and new members,

3. Appoint a hospitality chair who shall:

a. Arrange for beverages and/or snacks, assist the Vice President in

welcoming guests and new members at regular and special meetings of

the Club,

b. Introduce prospective members to the Membership Chair.

d. Educational Trips Chair shall:

1. Plan time and place of field trips,

2. Check on safety, insurance, licenses of operators and, when water

transportation is involved, check for Coast Guard vessel compliance and

proper licensing of boat captain,

3. Announce particulars and register participants with preference for participation

given to club members.

e. Shell Show Chair shall:

1. Appoint subcommittee chairs as needed,

2. Present to the Board for adoption at the regular meeting in December, the rules and

procedures for the next annual show,

3. Work in concert with the Coordinator of the Shell Craft Workshop,

4. Coordinate publicity with Publicity and Graphic Arts Chair.

f. Shell Craft Workshop Coordinator shall:

1. Plan and coordinate workshops which the Board deems necessary for the purpose

of creating shell crafts for sale to support club objectives as stated in Article1,

Section 2,

2. Coordinate with Shell Show and Christmas Sale committee chairs, the sale of all

craft items,

3. Arrange for purchase of supplies with Board approval,

4. Arrange for the care, organization, and upkeep of Club supplies and crafts.

g. Contact Chair shall:

1. Notify members of Membership Meetings, using a current list of members with email

addresses and telephone numbers provided by the Membership Chair,

2. Notify Board members of Board Meetings.

h. Librarian shall:

1. Keep an updated list of books and other reference materials owned by the Club,

2. Make resources available to Club members, keeping a record of inventory and

i. Historian shall:

1. Secure photos, newsprint, etc. of Club activities and keep a record to share at


2. Report relevant activities of other clubs and organizations to members.

j. Scholarship and Grants Chair shall:

1. Develop and provide criteria for scholarship and grant eligibility and the

procedure for nominating candidates to the Board for approval,

2. Notify local colleges of funds designated by the Board that may be used for

research grants in areas of study stated in Article 1, Section 2 of these Bylaws,

reviewing applications and recommending candidates to the Board,

3. Review the number of scholarships and grants to be awarded, and make

recommendations to the Board,

4. If all candidates are equally qualified, preference shall be given to a Marco Island

resident or program,

5. Work with other organizations to promote the study of conchology, malacology,

etc. as indicated in the objectives of this Club.

ARTICLE VII: Miscellaneous

Section 1. In addition to the dues of members, the Club may receive funds from other sources,

including but not limited to admissions, sales, rentals, and donations, but no part of

any funds of whatever nature shall be distributed to the members, Directors and

Officers, excepting, of course, reimbursement for out-of-pocket expenses incurred on

behalf of the Club.

Section 2. At the close of the fiscal year of the Club, an auditing committee of two (2) members,

neither of whom is an Officer or Director of the Club, shall be appointed by the

President, for the purpose of auditing the financial records of the Club. This

committee shall submit a report of its findings to the membership.

Section 3. These bylaws may be amended by a fifty-one per cent (51%) vote of active members

present at a regular meeting of the membership, provided, the proposed amendments

were given in writing to all members present at the previous regular meeting.

ARTICLE VIII: Dissolution

Upon dissolution of the Corporation, the Board of Directors shall, after paying or

making provision for the payment of all liabilities of the Corporation, dispose of all

the assets of the Corporation in such manner, or to such organization or organizations

organized and operated exclusively for charitable, educational, or scientific purposes

as shall at the time qualify as an exempt organization under the then existing

provisions of the U. S. Internal Revenue Code, as the Board of Directions shall determine.