Voted on by the Members present and passed unanimously on Monday, December 17, 2012.
THE VILLAGES TEA PARTY
AMENDED BY-LAWS
ARTICLE I - NAME
The name of the organization shall be The Villages Tea Party, Inc., hereafter referred to as the "TVTP".
ARTICLE II - MISSION STATEMENT
The mission of TVTP is to educate, organize and inspire our fellow American Citizens to actively participate in the political process. TVTP advocates for limited government, fiscal responsibility in government and promotes the adherence to the Federal and State Constitutions to further the common good and welfare of our citizens in both the State of Florida and the United States of America.
TVTP will not advocate for any particular political candidate nor directly support any specific campaign. The assets and properties of the Corporation are hereby pledged for use in performing its exempt functions.
ARTICLE III - MEMBERSHIP
Members must be 18 years of age or older, a citizen of the United States, and have had paid dues as required by the organization.
Annual membership dues are to be paid in full prior to January 31st each year. Annual dues shall be $10 per person. No refunds, full or prorated, shall be made.
The Board shall review the need for an adjustment to amount of the membership dues on an annual basis, prior to the beginning of each new year. Members in good standing shall have full voting rights at the Annual Meeting to elect the Board of Directors for the upcoming year.
Members shall have the right, with fifteen (15) days, upon written request, to inspect the TVTP Minutes Book or the current financial statements of TVTP.
ARTICLE IV - CODE OF CONDUCT
In all actions, TVTP members are expected to uphold the values of TVTP and the values established by our Nation's Founders as set forth in the Constitutions of the United States and the State of Florida. TVTP respects the rule of law and the processes for political and policy action established by our Founders under the U.S. Constitution.
Any person who violates this Code of Conduct shall be removed from any meeting, and will automatically disqualify himself or herself from participation in future TVTP events.
This person may also be removed from the membership by a majority vote of the Board. Upon request of the individual, a hearing before the Board may be heard before the decision for removal is made.
ARTICLE V - MEETINGS
Board of Directors' meetings shall be conducted in a manner consistent with the Robert's Rules of Order.
An Annual Meeting of TVTP members shall be held between January 1st and March 31st of each calendar year for the purpose of electing new TVTP Board of Directors.
Special meetings of either the Board or the membership may be called whenever it is deemed necessary to conduct urgent business.
A majority of the Board of Directors shall constitute a quorum at regularly scheduled or special Board meetings. In the absence of a quorum, the meeting will be adjourned and rescheduled.
At the Annual Meeting the act of a majority of those members present shall be the act of the entire membership. Any meeting may be adjourned by the vote of a majority of the members present.
ARTICLE VI - BOARD OF DIRECTORS
TVTP Board of Directors shall consist of no less than three (3) and no more than (9) Directors, preferably an odd number.
TVTP Board of Directors shall be elected at the Annual Meeting. All Directors will serve a one (1) year term. A Director may be re-elected to no more than four (4) consecutive terms.
Immediately following the election of the Board of Directors at the Annual Meeting, the Board will meet to designate the Executive Officers of the Board. The Executive Officers are responsible for the preservation of the mission, vision and day-to-day operations of TVTP. The Executive Officers are defined as follows:
a) President: The President shall preside over the meetings and set the meetings agendas.
b) Vice-President: The Vice-President shall take the place of the President when the President is absent from meetings and other periods as directed by the President.
c) Secretary: The Secretary shall be responsible for taking meeting minutes of all meetings of TVTP and maintaining a history of all activities of the organization during their term. The Secretary will also be responsible for maintaining the Membership database.
d) Treasurer: The Treasurer shall be responsible for keeping fiscal records of the organization and submitting the fiscal status of the organization to it's members. The Treasurer shall be responsible for all of TVTP's financial matters including, but not limited to, the receipt of all dues and other income and the payment of all bills incurred by the organization.
For the purposes of the required filing of corporation documents with the State of Florida, Division of Corporations, there will be a designation of three (3) Directors from the Board to be indicated on the filing. This document must be updated from time to time as the members of the Board of Directors changes. The Board of Directors shall meet at least once monthly. Special meetings of the Board may be requested via e-mail or phone by the President, Vice-President or any two Directors.
Any director may be removed, either with or without cause, at any Board meeting by the affirmative vote of two-thirds of the number of Directors.
Vacancies on the Board shall be filled by appointment at the recommendation of the presiding officer and the approval of the remaining Board, for the unexpired term.
A Nominating/Election Committee shall be established by the Board. The committee of at least three (3) members shall be selected from a pool of members willing to serve who are not currently serving as a Direct or Officer of TVTP.
The Board may establish an ad hoc committee to perform a particular task or series of tasks. The committee shall be provided clear parameters and objectives on the results to be achieved, reporting requirements, both interim and final.
This corporation shall make no loans or payments to any Directors, Officers, or Members of this corporation unless being reimbursed for expenses legally and properly incurred for and on behalf of the Corporation.
ARTICLE VII - ELECTIONS
At least thirty (30) days prior to the Annual Meeting, the Nominating/Election Committee shall nominate a slate of qualified candidates for the Director positions.
The slate of candidates shall be included with the notice of the annual meeting by e-mail or flyer to members.
No person shall be eligible to be elected as a Director or retained as a Director who is not a paid-up member for the upcoming election year.
Following the report of the Nominating/Election Committee, any member of the organization may nominate other candidates for the available Director positions, provided that the nominees agree to serve if elected.
All candidates names shall be placed in alphabetical order on a ballot prepared by the Nominating/Election Committee and given to members who have paid their annual dues for the coming year at least two weeks prior to the Annual Meeting.
Members will be given instructions to cast the ballots and are to vote for no more than the number of candidates needed to fill the open positions. Ballots casting more votes needed to fill the open positions shall be invalid and will not be counted. Members shall not cast more than one vote per candidate and cumulative voting will not be allowed.
ARTICLE VIII - BOOKS AND RECORDS
The corporation shall maintain current and accurate financial records with complete entries as to each financial transaction of the corporation, including income and expenditures, in accordance with generally accepted accounting principals.
Based on the records maintained above, the Board of Directors of the corporation shall annually prepare or approve a financial report for the corporation for the preceding year. The report must conform to accounting standards as adopted by the American Institute of Certified Public Accountants and must include:
i. a statement of support, revenue, and expenses;
ii. a statement of changes in fund balances;
iii. a statement of functional expense; and
iv. a balance sheet for each fund
A standing committee shall be established by the Board as needed, consisting of at least 3 members who are not currently serving as a Director or Officer, for the purpose of conducting an internal review of the organization's financial records. The results of the review shall be reported to the members thereafter.
ARTICLE IX - AMENDMENT TO BY-LAWS
The By-Laws may be amended as follows:
a) The text of the proposed amendment is presented in writing to the President.
b) The Secretary shall provide a copy of the proposed amendments to the Board no later than ten (10) days prior to the scheduled meeting of the board.
c) The board shall determine it's approval or disapproval of the proposed amendments. A majority vote of the board present at a meeting where there is a quorum is required for approval of the amendments. The board approved amendments to the bylaws will be posted on the website.
ARTICLE X - INDEMNIFICATION
Any Director or Officer who is involved in litigation by reason of his or her position as a Director or Officer of this corporation shall be indemnified and held harmless by the corporation to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights).
No TVTP member, including Board members, shall be held personally liable for any of the debts, liabilities, or obligations of the organization.
ARTICLE XI - DISSOLUTION
In the event of the dissolution of the organization, the assets shall be applied and distributed as follows: All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made therefore. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organization, organized under ... of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the Board of Directors.
Certification:
I, ________________ , certify that the foregoing is a true and correct copy of the Amended By-laws of TVTP, duly adopted by the Board of Directors on ____________.
AMENDED BY-LAWS
ARTICLE I - NAME
The name of the organization shall be The Villages Tea Party, Inc., hereafter referred to as the "TVTP".
ARTICLE II - MISSION STATEMENT
The mission of TVTP is to educate, organize and inspire our fellow American Citizens to actively participate in the political process. TVTP advocates for limited government, fiscal responsibility in government and promotes the adherence to the Federal and State Constitutions to further the common good and welfare of our citizens in both the State of Florida and the United States of America.
TVTP will not advocate for any particular political candidate nor directly support any specific campaign. The assets and properties of the Corporation are hereby pledged for use in performing its exempt functions.
ARTICLE III - MEMBERSHIP
Members must be 18 years of age or older, a citizen of the United States, and have had paid dues as required by the organization.
Annual membership dues are to be paid in full prior to January 31st each year. Annual dues shall be $10 per person. No refunds, full or prorated, shall be made.
The Board shall review the need for an adjustment to amount of the membership dues on an annual basis, prior to the beginning of each new year. Members in good standing shall have full voting rights at the Annual Meeting to elect the Board of Directors for the upcoming year.
Members shall have the right, with fifteen (15) days, upon written request, to inspect the TVTP Minutes Book or the current financial statements of TVTP.
ARTICLE IV - CODE OF CONDUCT
In all actions, TVTP members are expected to uphold the values of TVTP and the values established by our Nation's Founders as set forth in the Constitutions of the United States and the State of Florida. TVTP respects the rule of law and the processes for political and policy action established by our Founders under the U.S. Constitution.
Any person who violates this Code of Conduct shall be removed from any meeting, and will automatically disqualify himself or herself from participation in future TVTP events.
This person may also be removed from the membership by a majority vote of the Board. Upon request of the individual, a hearing before the Board may be heard before the decision for removal is made.
ARTICLE V - MEETINGS
Board of Directors' meetings shall be conducted in a manner consistent with the Robert's Rules of Order.
An Annual Meeting of TVTP members shall be held between January 1st and March 31st of each calendar year for the purpose of electing new TVTP Board of Directors.
Special meetings of either the Board or the membership may be called whenever it is deemed necessary to conduct urgent business.
A majority of the Board of Directors shall constitute a quorum at regularly scheduled or special Board meetings. In the absence of a quorum, the meeting will be adjourned and rescheduled.
At the Annual Meeting the act of a majority of those members present shall be the act of the entire membership. Any meeting may be adjourned by the vote of a majority of the members present.
ARTICLE VI - BOARD OF DIRECTORS
TVTP Board of Directors shall consist of no less than three (3) and no more than (9) Directors, preferably an odd number.
TVTP Board of Directors shall be elected at the Annual Meeting. All Directors will serve a one (1) year term. A Director may be re-elected to no more than four (4) consecutive terms.
Immediately following the election of the Board of Directors at the Annual Meeting, the Board will meet to designate the Executive Officers of the Board. The Executive Officers are responsible for the preservation of the mission, vision and day-to-day operations of TVTP. The Executive Officers are defined as follows:
a) President: The President shall preside over the meetings and set the meetings agendas.
b) Vice-President: The Vice-President shall take the place of the President when the President is absent from meetings and other periods as directed by the President.
c) Secretary: The Secretary shall be responsible for taking meeting minutes of all meetings of TVTP and maintaining a history of all activities of the organization during their term. The Secretary will also be responsible for maintaining the Membership database.
d) Treasurer: The Treasurer shall be responsible for keeping fiscal records of the organization and submitting the fiscal status of the organization to it's members. The Treasurer shall be responsible for all of TVTP's financial matters including, but not limited to, the receipt of all dues and other income and the payment of all bills incurred by the organization.
For the purposes of the required filing of corporation documents with the State of Florida, Division of Corporations, there will be a designation of three (3) Directors from the Board to be indicated on the filing. This document must be updated from time to time as the members of the Board of Directors changes. The Board of Directors shall meet at least once monthly. Special meetings of the Board may be requested via e-mail or phone by the President, Vice-President or any two Directors.
Any director may be removed, either with or without cause, at any Board meeting by the affirmative vote of two-thirds of the number of Directors.
Vacancies on the Board shall be filled by appointment at the recommendation of the presiding officer and the approval of the remaining Board, for the unexpired term.
A Nominating/Election Committee shall be established by the Board. The committee of at least three (3) members shall be selected from a pool of members willing to serve who are not currently serving as a Direct or Officer of TVTP.
The Board may establish an ad hoc committee to perform a particular task or series of tasks. The committee shall be provided clear parameters and objectives on the results to be achieved, reporting requirements, both interim and final.
This corporation shall make no loans or payments to any Directors, Officers, or Members of this corporation unless being reimbursed for expenses legally and properly incurred for and on behalf of the Corporation.
ARTICLE VII - ELECTIONS
At least thirty (30) days prior to the Annual Meeting, the Nominating/Election Committee shall nominate a slate of qualified candidates for the Director positions.
The slate of candidates shall be included with the notice of the annual meeting by e-mail or flyer to members.
No person shall be eligible to be elected as a Director or retained as a Director who is not a paid-up member for the upcoming election year.
Following the report of the Nominating/Election Committee, any member of the organization may nominate other candidates for the available Director positions, provided that the nominees agree to serve if elected.
All candidates names shall be placed in alphabetical order on a ballot prepared by the Nominating/Election Committee and given to members who have paid their annual dues for the coming year at least two weeks prior to the Annual Meeting.
Members will be given instructions to cast the ballots and are to vote for no more than the number of candidates needed to fill the open positions. Ballots casting more votes needed to fill the open positions shall be invalid and will not be counted. Members shall not cast more than one vote per candidate and cumulative voting will not be allowed.
ARTICLE VIII - BOOKS AND RECORDS
The corporation shall maintain current and accurate financial records with complete entries as to each financial transaction of the corporation, including income and expenditures, in accordance with generally accepted accounting principals.
Based on the records maintained above, the Board of Directors of the corporation shall annually prepare or approve a financial report for the corporation for the preceding year. The report must conform to accounting standards as adopted by the American Institute of Certified Public Accountants and must include:
i. a statement of support, revenue, and expenses;
ii. a statement of changes in fund balances;
iii. a statement of functional expense; and
iv. a balance sheet for each fund
A standing committee shall be established by the Board as needed, consisting of at least 3 members who are not currently serving as a Director or Officer, for the purpose of conducting an internal review of the organization's financial records. The results of the review shall be reported to the members thereafter.
ARTICLE IX - AMENDMENT TO BY-LAWS
The By-Laws may be amended as follows:
a) The text of the proposed amendment is presented in writing to the President.
b) The Secretary shall provide a copy of the proposed amendments to the Board no later than ten (10) days prior to the scheduled meeting of the board.
c) The board shall determine it's approval or disapproval of the proposed amendments. A majority vote of the board present at a meeting where there is a quorum is required for approval of the amendments. The board approved amendments to the bylaws will be posted on the website.
ARTICLE X - INDEMNIFICATION
Any Director or Officer who is involved in litigation by reason of his or her position as a Director or Officer of this corporation shall be indemnified and held harmless by the corporation to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights).
No TVTP member, including Board members, shall be held personally liable for any of the debts, liabilities, or obligations of the organization.
ARTICLE XI - DISSOLUTION
In the event of the dissolution of the organization, the assets shall be applied and distributed as follows: All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made therefore. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organization, organized under ... of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the Board of Directors.
Certification:
I, ________________ , certify that the foregoing is a true and correct copy of the Amended By-laws of TVTP, duly adopted by the Board of Directors on ____________.