Bylaws — The Gulf Coast St. David's Welsh Society

BYLAWS of the GULF COAST ST. DAVID’S WELSH SOCIETY, INC.

ARTICLE I

The name of this organization shall be the GULF COAST ST. DAVID’S WELSH SOCIETY, INC.

ARTICLE II

Form of Organization

The organization shall be organized as a Florida Not for Profit Corporation

ARTICLE III

Purpose

The purpose of the organization shall be to bring together individuals and groups interested in the preservation of Welsh heritage and culture in Florida, to promote a general public awareness of the contributions of the Welsh to American Culture, to preserve the customs and traditions of Wales among Americans of Welsh descent, to organize and/or participate in programs and events designed to foster an appreciation and understanding of Welsh heritage among Welsh Americans and the general public, to provide a common forum wherein Americans of Welsh descent may participate in activities of mutual interest pertaining to Wales and its language and culture, to be organized exclusively for charitable purposes under provisions of section 501 (c) (3) of the Internal Revenue Code of 1954 or any corresponding provision of any future United States Internal Revenue law, including the distribution of funds to organizations that qualify as exempt organizations under 501 (c) (3) of the code and to engage in and do any lawful act concerning any and all lawful business for which organizations may be incorporated under the Florida non-profit laws.

ARTICLE IV

Office

The office of the corporation shall be at such place as the Board of Directors shall determine.

ARTICLE V

Membership and Voting

Membership in the Gulf Coast St. David’s Welsh Society, Inc. shall be open to any adult who subscribes to the purposes of the Society as stated in Article III.

The Society meets all tests of non-discrimination as required by Federal and State law.

Membership in the Society shall be divided into two classes: Individual and Honorary. Individual membership in the Society shall be open to any adult, upon payment of dues, and will be considered a Member in good standing. Honorary membership in the Society shall be extended to an individual who has rendered notable service to the Society, and whose membership is determined by the Board of Directors to be of benefit to the Society.

The Society’s fiscal year and annual membership year is January 1 through December 31. Dues are due between January 1 and St. David’s Day, March 1.

Annual dues shall be determined by the Board of Directors.

Each member in good standing present at a meeting of the Society shall be entitled to one vote on each matter submitted for a vote of the membership at that meeting. Voting by proxy shall not be permitted at any meeting of the Society.

On all matters, voting may be by written ballot, voice vote, show of hands, email or electronic means as appropriate to the situation. A majority of the votes cast shall be needed for passage of each matter submitted for vote.

The Annual Meeting of The Society shall be held each January at a time and place to be determined by the Board. The meeting shall include the of officers, receiving reports of officers and committees, and any other business that may arise.

Notice of the Annual Meeting will be sent to each member by mail, email or electronic communication 4 weeks before the date of the meeting. Notification of dues shall be included in this notice.

ARTICLE VI

Officers

PRESIDENT It shall be the duty of the President to preside at all meetings of the Board and of the Society membership; to present a report on the activities and financial condition of the Society at the Annual Meeting; and in general to perform all the duties usually incident to such office, or which may be required by the Board. The President shall not vote on items presented to the Board nor to the general membership unless there is a tie and his/her vote will break that tie. The President shall appoint committee chairs with Board approval. The President shall maintain copies of the Articles of Incorporation and current Bylaws. The President shall file the Annual Report for Florida Not for Profit Corporation.

VICE PRESIDENT The Vice President shall perform all the duties of the President in the absence of or at the request of, the President and shall serve as the President of the Society should that office become vacant. In the absence of the President, or in the event of his or her inability or refusal to act, 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 all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by these Bylaws, or by the Board of Directors, or assigned by the President. The Vice President will be a member of all standing committees.

RECORDING SECRETARY It shall be the duty of the Recording Secretary to keep an accurate record of the acts and proceedings of the Board and the general membership meetings for five years; to keep all books, records, papers, and property of the Society entrusted to the Recording Secretary and to deliver them to the elected successor or to the President; and to perform all the duties usually pertaining to that office or which may be required by the Board.

CORRESPONDING SECRETARY The Corresponding Secretary shall be responsible for notifying Members and/or the Board of any regular or special meetings by mail or electronic transmission; for all the correspondence of the Society; and to perform all the duties usually pertaining to that office or which may be required by the Board.

TREASURER The Treasurer shall receive and safely keep all money belonging to the Society and disburse the same under the direction of the Board. The Treasurer shall keep an accurate record of the finances of the Society for five years in either manual or electronic form; shall present summary of the same at the Annual Meeting or any other meetings when requested; shall maintain a list of current members and provide it to the Boards upon request; and perform all the duties usually pertaining to that office or which may be required by the Board. On the expiration of the Treasurer's term, the Treasurer shall deliver all money and other property of the Society entrusted to the Treasurer to the elected successor or the President. The Treasurer shall in general, perform all duties incident to the office of treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

ARTICLE VII

Board of Directors

The Board of Directors shall consist of the elected officers of the Society, Trustees and appointed positions.

The President shall serve as the Chair. The chair will vote only in case of a tie.

The Board shall appoint a maximum of three trustees. All trustees shall be past presidents. A life trustee may be appointed by the Board of Directors. The life trustee must have served on the Board of Directors for at least 10 years and rendered notable service to the Society.

The Board shall appoint Chaplain, Music Director, Accompanist, Webmaster, Committee and others as needed.

The Board shall appoint a person to fill any open elected office until the next Annual Meeting.

The Board shall perform any and all duties imposed on them collectively or individually by law, the Articles of Incorporation or by these Bylaws.

A quorum of five, three of whom shall be elected officers, may conduct business.

The Board shall meet at a time and place to be determined by the President. The Board shall meet a minimum of three times a year. A minimum of 14 days notice shall be given by the President.

Board Meetings are open to all Members.

ARTICLE VIII

Parliamentary Authority

The rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Society may adopt.

ARTICLE IX

Amendment of Bylaws

These Bylaws may be amended by a two-thirds vote of the Members in attendance at the Annual Meeting or at a special meeting called for that purpose.

Notification and text of proposed amendment(s) to these Bylaws shall be provided to the membership no less than 30 days prior to the meeting at which such amendment(s) will be considered.

This notification may be made by mail, email or other electronic communication.

ARTICLE X

Dissolution

In the event the Society shall be dissolved, it shall be the duty of the Board to distribute any assets on hand after all debts and obligations of the Society are paid to such Welsh or Welsh related charitable organization or organizations which qualify for exemption as charitable organizations under the then existing rules and regulations of the Internal Revenue Code of the United States .However, if none is available, then it shall be the duty of the Board to distribute said assets to any such charitable organization or organizations which meet said qualification either in the United States or Wales.

Revised adopted 3/1/2020