Proposed Amendments to the CVCC By-laws January 2018
(Additions shown by underlining
Deletions shown by
… indicates that this portion of the present text remains intact)
Article I – Name
Section 1 – The name of the club shall be the Century Village Computer Club Inc.
Article II – Purpose
The purpose of the CVCC shall be to provide non-profit, educational and self-help programs
The CVCC shall be a non-profit organization providing educational and self-help programs relating to the use of computers/electronic devices for its members.
Article V – Officers
Section 5: Duties of Officers
a) President – The President … incident to the office of President. In support of the CVCC’s non-profit status, the President shall allow his social security number (SSN) to be used to obtain or maintain the CVCC’s Employer Identification Number with the Internal Revenue Service (IRS).
Anyone taking the office of the President must allow his SSN to be used to file a Form 8822-B, Change of Address or Responsible Party – Business, or the equivalent in use at the time by the IRS, to switch the Responsible Party identified on Form 8822-B from the previous President to the new President.---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
The Century Village Computer Club WPB
(Approved by the Membership March 3, 2016)
ARTICLE I - NAME
ARTICLE II - PURPOSE
ARTICLE III - MEMBERSHIP
ARTICLE IV - DUES
ARTICLE V - OFFICERS
ARTICLE VI - MEETINGS
ARTICLE VII - VOTING
ARTICLE VIII - INDEMNITY
ARTICLE IX - AMENDMENTS
ARTICLE X - PRECEDENCE
ARTICLE I - NAME
Section 1: The name of the club shall be the Century Village Computer Club.
Section 2: The club will hereinafter be referred to as CVCC.
Section 3: The principal meeting location of the CVCC shall be as designated by the Board.
ARTICLE II - PURPOSE
Section 1: The purpose of the CVCC shall be to provide nonprofit, educational and self-help programs, relating to the use of computers/electronic devices for its members.
Section 2: The CVCC may assist local groups within Century Village in all reasonable requests in matters relating to the use of computers/electronic devices.
ARTICLE III – MEMBERSHIP
Section 1: Membership is open to all Century Village residents who have an interest in using computers/electronic devices. Membership commences upon submitting a completed application and payment of dues. All members must have an email address.
Section 2: Membership Types
a) Regular membership shall be open to any owner or renter within Century Village.
b) Family membership shall be a spouse or partner where one is a regular member.
c) Honorary membership shall be any non-member who has been deemed as contributing to the overall benefit and well being of the CVCC and has been recommended by and approved by the Board.
Section 3: Membership Duration
Membership in the CVCC may terminate by voluntary withdrawal, or as otherwise herein provided in these Bylaws, without any refund of dues. Any member may, by giving written notice of such intention, withdraw from membership.
Section 4: Suspension and Expulsion
For cause, and upon reasonable notice, any membership may be suspended or terminated. Sufficient cause for such suspension or termination of membership shall be violation of the Bylaws, or any lawful rule or practice duly adopted by the CVCC, or any other conduct prejudicial to its interests. Suspension or expulsion shall be by majority vote of the Board. Length of any suspension is to be determined by the Board. All rights, privileges and interests of a member shall cease during periods of suspension and/or the termination of membership. Any member who violates the CVCC Bylaws is automatically expelled. No member can conduct any business with the membership at any general meeting, classes or lectures.
ARTICLE IV - DUES
Section 1: The Board shall determine the amount of the annual dues required for membership. Cash or check is acceptable.
Section 2: All memberships will end on December 31st of each year.
Section 3: Members who fail to renew their dues within sixty (60) days shall, without further notice, be dropped from the rolls and thereupon forfeit all rights and privileges of membership.
ARTICLE V - OFFICERS
Section 1: The elected officers of the CVCC shall be the President, First Vice-President, Second Vice-President, Secretary and Treasurer. Board members shall be elected by the general membership. Election shall be by ballot, and a majority of the votes cast shall elect. At least one of the top five elected officers must be a full time resident of Century Village. The Secretary and the Treasurer must reside in Century Village for a period of not less than nine (9) months of each year in which they serve.
Section 2: All members nominated for any elected office must have been members in good standing for at least nine (9) consecutive months before nomination.
Section 3: Each elected officer and Board member shall hold office until his successor has been elected and installed, or until his early resignation, removal from office, or death.
Section 4: A vacancy in any office shall be filled for the unexpired term of the seat being filled by a majority vote of the elected members of the Board at any regular or special Board meeting. Any officer who resigns from his office shall not be allowed to remain on the Board. Any Board member who resigns must return all CVCC property that may have been loaned to him to perform his duties.
Section 5: Duties of Officers
a) President – The President shall be the chief officer of the CVCC and shall preside at all meetings of the CVCC and of the Board. He shall also, at General meetings, and at such other times as he shall deem proper, communicate matters to the membership or to the Board as may, in his opinion, tend to promote the welfare and increase the usefulness of the organization, and shall perform such other duties as are necessarily incident to the office of President.
b) First Vice-President – The First Vice-President will provide assistance to the President in the operation of the CVCC. Additionally he can be delegated by the President to perform the President’s duties in the event of the President’s temporary disability or absence from meetings.
c) Second Vice-President – The Second Vice President will assist in the development of all training, lectures and educational programs as well as perform any other duty he may be called upon to provide.
d) Treasurer – The Treasurer shall keep an account of all monies received and expended and shall make disbursements authorized by the Board. He shall report to each Board and General meeting. The funds, financial books and vouchers of the CVCC in his possession shall, with the exception of confidential reports submitted by members, be subject to inspection and verification by the Board at all times. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the CVCC shall be signed by an officer or officers, agent or agents of the CVCC in such manner as shall be determined from time to time by resolution of the Board. At the expiration of his term of office, the Treasurer shall deliver to his successor, or in the absence of a Treasurer-elect, to the President, all books, money and other property of the CVCC in his possession.
e) Secretary – The Secretary shall
i) keep a complete record of all the General and Special meetings of the CVCC and of the Board,
ii) have general charge and supervision of the Minutes of the CVCC,
iii) sign such papers pertaining to the CVCC as he may be authorized or directed to sign by the Board,
iv) serve all notices required by law and by these Bylaws.
All correspondence of the CVCC must be approved by the President.
Barring any unforeseen circumstances, the Secretary shall provide the minutes of all General meetings to the webmaster by e-mail within forty-eight (48) hours of a meeting. Similarly, he shall provide the minutes of all Board meetings to the Board members by e-mail within forty-eight (48) hours of a Board meeting.
Elected officers shall perform such other duties as may be required of them by the Board.
Article VI - MEETINGS
Section 1: All General, Special and Board meetings shall be conducted in accordance with Roberts Rules of Order.
Section 2: Annual Election Meeting
There shall be an Annual Election meeting held the last meeting in January each year. In odd years the purpose of the Annual Election meeting is to elect the officers and four (4) Board members. In even years the purpose is to elect four (4) additional Board members.
Section 3: General Meetings
The order of business at a General meeting shall be as follows:
1) Call the meeting to order
2) Reading and approval of the minutes of the previous meeting
3) Receiving communications
4) Reports of officers and staff
5) Reports of committees
6) Unfinished business
7) New business
Section 4: Special Meetings
Special meetings may be called by the President or the Board, or shall be called by the President upon the written request of ten percent of the members of the CVCC. Notice of any Special Meeting shall be emailed to each member, at his latest recorded email address, at least fifteen (15) days in advance, with a statement of time, place and information as to the subject(s) to be considered.
Section 5: Quorums
a) General and Special meetings require a minimum of twenty-five (25) members.
b) The Board shall have a quorum of seven (7).
Section 6: Alteration or Suspension of Order of Business
The order of business may be altered or suspended at any General or Board meeting by a majority vote of the members being present.
Section 7: Board Meetings
Board meetings shall meet upon the call of the President at such time
s and place s as he may
designate or upon demand of a majority of Board members.
The Board must meet at least one month prior to the Annual Election Meeting for the purpose of providing a slate for the CVCC members to vote upon.
Section 8: Meetings during Summer Months
During the months of May through October General meetings will be limited to one meeting a month. Board meetings can be suspended during those months. No major policy or Bylaws changes should be effected during this period unless the President has been notified and concurs.
ARTICLE VII - VOTING
Section 1: Requirements
a) At any General or Special meeting each member of the CVCC in good standing shall be entitled to one vote upon each matter submitted to a vote. The right to vote is limited to the members of the CVCC who are actually present at the time the vote is taken in a meeting where there is a quorum and all notice requirements have been satisfied.
b) Except for the approval of a Bylaw amendment, a majority approval of any motion requires one (1) more than half of those attending.
c) At the Annual Election Meeting a roster of members in good standing for a period of forty five (45) days prior to the meeting shall be present to determine voting eligibility.
Section 2: Board Meeting
At any meeting of the Board, the Vice Presidents, Secretary, Treasurer and all other Board members are entitled to vote. Members of the Board are entitled to only one (1) vote for each item submitted to a vote. The President only has the right to vote in order to break a tie. The Board cannot take a vote by electronic mail except at the discretion of the President in order to get a decision on the matter being submitted to a vote. The Past President may remain on the Board for one year as an advisor without voting privileges.
Section 3: Nomination and Election of Officers.
1) The President will appoint a Nominating Committee no later than three (3) months prior to the Annual Election Meeting in each election year. The Committee will consist of three members.
2) Nominating Committee recommendations will be presented at the Board meeting the month prior to the Annual Election Meeting for inclusion in the agenda of the Annual Election Meeting. The Board will provide a ballot form containing all of the nominees.
3) Nominations of qualified candidates for any office may be made from the floor at any meeting prior to the Annual Election Meeting. As additional nominees are received, the Secretary adds them to the list of nominees submitted by the Nominating Committee. Any additional nominees must be present or have indicated acceptance in writing. A list of the candidates will be placed on the website beginning one (1) month prior to the Annual Election Meeting and updated as additional nominees are named. Nominations are closed at the end of the meeting prior to the Annual Election Meeting. Introduction of candidates to the membership will be held at the Annual Election Meeting and balloting will begin.
1) The President will preside at elections. He will appoint a three-member Counting Committee that does not contain any current Board member or nominee. The president shall appoint an Election Committee whose duties shall be to conduct the election of the officers and Board members. The Election Committee shall supervise the running of the election. The Counting Committee will supervise the opening and the counting of the ballots. No Board member may take part in the election process on the day of the election. No candidate for office or Board member may tally the votes.
2) Each qualified CVCC member will be handed a copy of the ballot. Ballots will be deposited in a ballot box for subsequent counting. The Counting Committee will count the ballots and report the results of the count to the President. If the difference in the count between the top two candidates is less than 10% of those voting for that position, a recount may be requested by any candidate and, if so requested, the Election Committee shall conduct the recount.
3) The President then declares the election over and dismisses the Counting Committee.
4) The ballots will be delivered to the Secretary and held for a period of sixty (60) days before being destroyed.
5) The newly elected officers take office immediately following the adjournment of the Annual Election meeting.
ARTICLE VIII - INDEMNIFICATION
The CVCC shall, by resolution of the Board, provide for indemnification by the CVCC of any and all of its officers or former officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding, in which they or any of them are made parties, or a party, by reason of having been officers of the CVCC, except in relation to matters as to which such officer or former officer shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.
ARTICLE IX - AMENDMENTS
Section 1: Amendments to the CVCC Bylaws shall be proposed by either of the following methods:
1. By the Board
2. By at least four (4) CVCC members in good standing.
In the case of method 2, the proposed amendment must be submitted in writing to the Secretary, who shall notify the Board of the need to review the proposal. The Board shall refer the proposed amendment to the Bylaws Committee for its recommendation. If the Bylaws Committee does not recommend the proposed amendment, the President, at his discretion, can direct the Bylaws Committee to engage in discussion with the proposing members to address any concerns.
In any event, any amendment proposal under this Article shall be posted, with the names of the proposers, on the CVCC website and emailed to all members for two (2) consecutive months with voting to occur during the meeting following the second email notification. To amend the Bylaws, approval of two-thirds of members in good standing attending the meeting is needed.
Section 2: Any amendment adopted by the meeting in Section 1 is effective when the meeting adjourns unless the amendment states otherwise.
ARTICLE X – PRECEDENCE
Subject to the laws of the United States of America and the State of Florida, these Bylaws shall take precedence as the governing document for all matters related to the CVCC.
March 03, 2016