By-Laws of Showfolks of Sarasota, Inc.
Updated As Of December 31, 2012

ARTICLE I – Members 

Section 1
Members of the Corporation shall consist of five classes , as follows:

(a) Active Members

(b) Life Members

(c) Honorary Members

(d) Associate Members

(e) Jr. Active Members 16-21 years of age. They shall enjoy all of the privileges of the club except purchasing of alcoholic beverages and voting in a general Membership election.

 Section 2

Active Members shall be persons who have attained the age of twenty-one (21) years and who have participated in some phase of professional show business on a full-time basis for at least three (3) seasons and be able to show proof of same. All Active card holders are subject to review by a committee of five (5), appointed by the Board of Directors.

Section 3

Life Members shall be Active Members in good standing who have rendered outstanding service to the organization and who have been awarded such Life Membership by a two-thirds vote of the Board, provided that such award is ratified by a two-thirds vote of the Members present at the next regular meeting of the Membership.

Section 4

Honorary Members shall be such persons, not more than ten (10) in number, who may be approved by two-thirds of the Directors at any duly constituted meeting of the Board. Such Honorary Memberships may be revoked and new Honorary Members may be approved.

Section 5

Associate Members shall be persons who have attained the age of twenty-one (21)years and who are interested in show business, but who have not been engaged in show business to the extent required for Active Membership and who are approved for such associate Membership by two-thirds (2/3) vote of the Board Members at a regular meeting. Total associate Membership (exclusive of husbands or wives of Active or Life Members) shall be limited to twenty percent (20%) of total Active and Life Memberships.

Section 6

Active and Life Members shall be the only Members entitled to vote and shall be the only persons eligible to be elected as Directors or Officers of the Corporation.

Section 7

No person shall be admitted to any class of Membership without the affirmative vote of two-thirds (2/3) vote of the Board Member at a regular meeting (with the exception of Honorary Members) who have not paid the first year’s dues.

Section 8

For Active and Associate Members, the Annual Dues shall be $40.00. This amount may be changed as necessary by a two-thirds (2/3) vote of the Board Members present at a regular meeting of the Board and ratified by a majority vote of the Members present at the next regular meeting of the Membership.

ARTICLE II – GENERAL Membership MEETINGS
Section 1

Regular meetings of the General Membership shall be held on the third Wednesday of January, February, March, April, May, October, November and December at the Showfolks of Sarasota Clubhouse, 5204 North Lockwood Ridge Road, Sarasota, Florida, or at such other place as may be designated by the Board of Directors in a notice mailed to the Membership or posted in the clubhouse at least two weeks prior to such meeting. Special meetings of the General Membership may be called by the President or by 25% of the Members of the Board of Directors in a notice mailed to the Membership or posted in the Clubhouse at least two weeks prior to such special meeting. The President shall call a special meeting of the General Membership upon written request of 10% of the General Membership having voting rights, notice of such meetings to be given as stated above. Active Members sit in one area.

Section 2

Twenty-five Members of the Corporation having voting rights shall constitute a quorum for the conduct of business at Membership Meetings. No proxy voting shall be permitted.

Section 3

The Annual Meeting of the Corporation shall be held in February of each year at the Showfolks of Sarasota Clubhouse or at such other place as may be designated by the Board of Directors in a notice mailed Membership or posted in the Clubhouse at least two weeks prior to such meeting.

Section 4

At the annual meeting the President shall report to the Membership the activities of the Corporation during the preceding year, future actions under consideration, and actions of the Corporation then in process, the financial position of the Corporation and such other matters as the President or Board of Directors may deem of interest to the Corporation. Reports from other Officers of the Corporation may be at the discretion of the President.

Section 5

Meetings shall be conducted under the parliamentary procedure of Roberts Rules of Order.

Section 6

Voting at meetings shall be registered by raising the hand except that on motion duly carried, written ballots shall be used in registering the vote of any proposal, motion or resolution submitted for adoption.

Section 7

At the January meeting of the General Membership in each even-numbered year, the Board of Directors and Officers shall be elected by written ballot. The persons so elected shall assume their offices at the Annual Meeting in February. Absentee Ballots must be back in the possession of the Secretary by noon of election day. Only those Members who are unable to attend the election meeting due to illness, work or absence from the area, may use absentee ballots.

Section 8

The Board of Directors may submit any proposition, resolution or other proposed action to the Membership by mail and upon receipt of the votes of not less than 1/3 of the voting Members by mail within the time set for the return of the ballots, which shall not be less than 15 days, the results shall be as valid and binding as if the questions were submitted at a duly constituted meeting.

Section 9

No proxy voting will be permitted at Membership meetings.

Section 10

At all meetings of the General Membership, affirmative majority vote of those present shall be necessary to validate any action.

 ARTICLE III – Directors AND Officers
Section 1

The affairs of the Corporation shall be governed by a Board of Directors which shall consist of the following: The President, First vice-President, Second Vice-President, Secretary, Treasurer, and nine Members who are elected by the General Membership at the January meeting in each even-numbered year, or by ballot according to Article II, Section 7. The Officers and Directors so elected shall be installed at the annual Meeting in February and shall serve terms of two years or until such time as new Officers and Directors shall be qualified and elected at a General meeting during even-numbered years. All Officers and Directors must be either Active or Life Members in good standing with dues fully paid. Any termination of Membership on non-payment of dues shall automatically disqualify any Officer or Director and create a vacancy on the Board. A vacancy occurring in this or any manner shall be filled for the remainder of the term by a majority vote of the remaining Members of the Board of Directors.

Section 2

Regular meetings of the Board of Directors shall be held on the last Wednesday of each month. Special meetings may be called by the President or by 50% of the Members of the Board provided that at least three days’ notice is given. All meetings of the Board shall be held at the Showfolks of Sarasota clubhouse unless otherwise specified at the time such meeting is called. Any Officer or Director who is absent from three (3) consecutive meetings of the Board or three (3) consecutive regular meetings of the Membership without reason may be removed form office by a majority vote of the Board Members present at any Board meeting. A quorum necessary for meetings of the Board of Directors shall consist of a majority of the Members of the Board. If vacancies occur on the Board, a quorum may consist of a majority of the remaining Members of the Board for the purpose of acting to fill such vacancy.

Section 3

The Officers of the Corporation shall be the President, First Vice-President, Second Vice-President, Secretary, Treasurer, Assistant Secretary, and Assistant Treasurer. All such offices shall be elected by the General Membership at the meeting specified in Article III Section 1.

Section 4

The President shall be the executive head of the Board of Directors and of the General Members and have general supervision of all corporate activities. The President shall have the authority and responsibility to appoint all committees, standing and special, from time to time and report the same to the Board of Directors. Such committee appointments may be revoked by the Board of Directors and other committee appointments may be made in lieu and in place of the persons appointed by the President. The Board of Directors shall also have the power to create additional committees and to appoint Members thereof at their discretion.

Section 5

In the absence of the President, the First Vice-President shall serve as Acting President and in the absence of both the President and First Vice-President, the Second Vice-President shall serve as Acting President of the Corporation.

Section 6

The Secretary shall have charge of the books r,records and documents of the Corporation, issue all notices of meetings of the Directors and General Membership, shall attend all such meetings and keep minutes of the same. The Secretary shall be the custodian of all the records of the Corporation except the financial records. In the absence of the Secretary, the assistant Secretary shall serve as Secretary of the Corporation.

Section 7

The Treasurer shall have custody of all moneys and investments of the Corporation and shall keep the same in a secure place and have the same available at the request of the President and the Board of Directors. The Treasurer shall deposit all moneys in a bank approved by the Board of Directors and shall disburse the same for all proper purposes by check bearing his or her signature and that of the President. In the absence of the Treasurer, the Assistant Treasurer shall serve as Acting Treasurer. In the absence of the President, the First Vice-President or the Second Vice- President in that order, shall act for the President.

Section 8

The President, with the approval of a majority of the Board of Directors, may appoint a General Manager, a Bar Manager, A Director of Publicity and a Press Agent, who shall perform such functions and duties as may be determined by the Board of Directors.

Section 9

The Board of Directors shall have the power to elect Emeritus Officers and Directors who shall be entitled to attend Board Meetings and enter into discussion of matters before the Board but who shall not have voting rights. Any and all Emeritus Officers and Directors elected with voting rights by the Board of Directors in accordance with amendment adopted November 19, 1979, and prior to adoption of this amendment, shall continue to have voting rights at meetings of the Board.

ARTICLE IV – GENERAL PROVISIONS
Section 1

No Officer or Director of the Corporation shall receive any salaries, fees, or other compensation whatsoever in connection with the performance of the duties of the office in which he or she serves unless such payment is recommended by the Board of Directors and is approved by a two-thirds vote of the Membership present at a regular meeting of the General Membership.

Section 2

The Corporation shall not enter into any transactions, business or projects, the purpose of which shall be the endorsement of any political candidate for public office nor may the Corporation participate in any political campaign or contest for public or other office. Nothing herein shall in any manner preclude the Corporation from acting as a proponent or opponent of any governmental activity of any kind which may affect the Corporation or the purposes for which the Corporation was forged, nor shall this restriction prohibit the individual Members of the Corporation in their individual capacity in any manner from advocating a party or parties for political office.

Section 3

All Outgoing Officers shall deliver to their successors all moneys, records and property of every kind and nature. This shall be accomplished as soon as possible after the installation of the new Officers and not later than the following meeting of the Board., Such moneys, records and property shall be held by the new Officers as the property of and for the benefit of the Corporation. An outside auditor shall audit the financial records before each election.

Section 4

The Board of Directors may require a bond to be furnished by any officer of the Corporation to provide for their faithful performance of their duties of office. Such bond or bonds, if any be required by the Board of Directors, to be in such amount as the Directors may determine.

Section 5

No project shall be authorized by the Board of Directors or the Officers of the Corporation that would result in the expenditure of moneys over and above the receipts provided by dues unless approved by the affirmative vote of the general Members of the Corporation present at any duly constituted meeting.

Section 6

The Board of Directors is authorized to obtain Membership cards or certificates evidencing Membership in the Corporation.

Section 7

Effective January 1, 1987, the dues year of the Corporation shall be the calendar year (January 1 through December 31).

ARTICLE V – AMENDMENTS TO By-Laws AND CHARTER
Section 1

The Charter of the Corporation may be altered, amended, or repealed in whole or in part by the vote of the General Membership of the Corporation at which a quorum is present and at which a majority of those present vote in favor of the same, said meeting to be held pursuant to a notice given not less than 30 days prior to such meetings and specifying any purposed changes to be considered.

Section 2

The By-Laws of the Corporation may be altered, amended, or repealed in whole or in part by any duly convened meeting of the General Membership at which a quorum is present and at which the majority of those present vote in favor of such alteration, amendment or repeal of such By-Laws, said to be held pursuant to a notice given not less than thirty days prior to such meeting and specifying any proposed changes to be considered.

ARTICLE VI – TO PREPARE FOR ELECTIONS 

Nominations for Officers and Members of the Board of Directors shall be made by either of two methods.

Section 1

The first method shall be by a nomination petition in writing signed by any thirty-five (35) paid up Active or Life Members. Such petitions must be filed with the Secretary no less than sixty (60) days before the biennial January election meeting. Any such nomination petition shall be accompanied by a written statement signed by the person so nominated, stating that he or she accepts the nomination, consents to run for the office for which he or she was nominated, and he or she will not withdraw as a candidate.

Section 2

The second method for nomination of Officers and Nine (9) Members of the Board of Directors shall be by nomination in writing by the Nominating Committee filed with the Secretary not more than ninety (90) and not less than sixty (60) days before the biennial January election meeting. Such nominations shall be accompanied by written statements signed by the persons so nominated stating that they accept such nominations, that they consent to run for the offices for which they were nominated, and that they will not withdraw as candidates. The Nominating committee shall be selected by the President, with the approval of the Board of Directors, not later than ninety (90) days before the biennial January election meeting and shall consist of five (5) Members, of whom one (1) shall be a member of the Board and four (4) shall be from the Active or Life Memberships, the report of the Nominating Committee shall be signed by at least a majority of its Members. The names of all persons nominated by petition shall be printed on the ballot in alphabetical order under the office to be filled and the names of all persons nominated by the Nominating Committee shall be printed separately on the ballot in alphabetical order under the office to be filled.

Section 3

One or more persons may be nominated for each office by either or both of the methods described in Sections 1 and 2 above. With the exception of candidates for the Offices of Assistant Secretary and Assistant Treasurer, who are not automatically Members of the Board, no person may run for more than one office at any election. Only one member from an immediate Family may run for office (i.e., wife, husband, son, daughter, sister, brother, mother or father). A person may be a candidate for the office of Assistant Secretary or Assistant Treasurer and a candidate as a Board member at the same time and if elected to both offices, may serve in such dual capacity.