Club By-Laws

REVISED BY-LAWS

SHUTTERBUGS

OTOW Photography Club

April, 2009

1. Name of the Organization:

The name of this organization shall be the ShutterBugs—OTOW Photography Club [hereafter referred to as "Club"].

2. Purposes of this Organization:

This Club is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue code or the corresponding section of any future federal tax code.

No part of the net earnings of the Club shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Club shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. No substantial part of the activities of the Club shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Club shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the Club shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of the Club.

3. Membership:

Any person who is a resident of OTOW (and limited to those residents only) may become a member of the Club upon payment of the annual dues. The Board of Directors shall have the authority to limit the membership and to establish rules and regulations concerning it.

4. Meetings:

a. Regular meetings shall be held on the first four (4) Tuesdays of the month with any fifth Tuesday designated as an Officer's or Board Meeting. A quorum of the membership present shall be needed to act on any business motions. Such a quorum shall consist of at least twenty five (25) percent of the full membership.

b. Special meetings may be called by:

1. The president

2. A majority of the Board of Directors

3. The request of forty (40) percent of the full membership

Notice of such meetings shall be announced at least five (5) and not more then thirty (30) days prior to such a meeting. No business but that specified will be transacted at these meetings unless three quarters (3/4) of those attending consent to other vital matters.

5. Voting:

At all meetings, all votes shall be by voice and/or hand vote except when taken as a closed ballot or requested by a majority of the membership in attendance. The lone exception shall be at elections, where more than one nominee is named for a single office, then a closed ballot shall be in effect. When a closed ballot is used, the president shall select a committee of three (3) members to collect, inspect and to count the ballots. No one involved in the question voted upon or a nominee may be included on the committee.

6. Board of Directors:

The business of this organization shall be managed by a Board of Directors consisting of the five 5) elected officers. As their terms expire, the immediate past president will become a non-voting member of the Board of Directors for one (1) year. The Board shall serve to control and manage the club's affairs and business, acting on such only when properly convened by the president. A quorum of the Directors in attendance shall be required to act on any club business and such a quorum shall consist of at least a majority of the Directors. Each Director in attendance shall have one (1) vote.

The secretary, or an appointed Board member, shall maintain all Board minutes, and these minutes shall be read at the next regular meeting of the club. The Board will meet as often as it is deemed reasonable and necessary by the president.

7. Board of Directors and Qualifications:

a. The officers of this organization shall be the:

1. President

2. First vice president

3. Second vice president

4. Treasurer

5. Secretary

b. The Board members shall have been members in good standing for at least one year prior to the election.

c. The term of office for an elected Board member shall be for one (1) year.

8. Duties of the Officers:

The president shall:

a. Preside over all meetings, except committee meetings.

b. Appoint all committee chairmen.

c. Be one of the officers who may sign checks for the organization, purchase request, or other legal documents.

d. Have the authority as may be reasonably construed as being the chief executive subject to the approval of the Board of Directors.

e. Be an ex-officio member of all committees.

The first vice president shall:

a. Have the authority of the president in the event of the absence of the President or the inability of the President to perform the duties of that office due to any reason.

b. Have the prerogative of attending and voting at all Board meetings in the absence of the president.

c. Performs all duties as assigned by the President.

The second vice president:

a. Shall be the chief training officer.

b. Performs all duties as assigned by the President.

The treasurer shall:

a. Act in a fiduciary capacity of all monies belonging to the Club and shall be solely responsible for same. The treasurer shall maintain such monies in a regular business bank or trust company and shall make regular deposits and withdrawals as necessary.

b. Be one of the elected officers who may sign checks for the organization.

c. Render at stated periods determined by the Board of Directors, a written account of the club's finances and such reports shall be affixed to the minutes of the Board of Directors meeting at which it is presented.

d. Be responsible for the collection of the annual dues payable by the members of the club and for payment of all authorized disbursements.

e. Maintain separate entries for any club function.

f. File all necessary and appropriate government reports.

The secretary shall:

a. Write all necessary correspondence for the club and when requested, for the elected officers involving club interests.

b. Handle mailings as necessary.

c. Present to the president, as often as reasonable, all correspondence addressed to the club and mailed to the secretary.

d. Be one of the officers who may sign checks.

e. Maintain the minutes and records of the organization, including the by-laws and policies and procedures, in a readily accessible file.

9. Directors:

a. A director shall be named by the president as determined necessary.

b. The president may designate the purpose and scope of all committees.

c. The purpose of the Director will be designated by the president as permanent, or temporary, depending upon function and duties.

d. The standing Director may consist of the following:

1. Program Director

2. Membership Director

3. Field trip Director

4. Newsletter Director

5. Exhibit Director

6. Competition and awards Director

7. Communications/Publicity Director

e. Any committee Directors may attend the Board of Directors meetings as nonmembers with no vote. The Directors may participate in all discussions.

10. Finances and dues:

a. The fiscal year for finances and dues shall be the calendar year.

b. The annual dues to be charged for membership shall be fixed and determined by the Board of Directors for the next succeeding calendar year.

c. Members shall be delinquent if dues are not paid by March 31. Delinquent members will be removed from the Membership List.

d. A maximum of six hundred dollars ($600) may be authorized by the Board of Directors without prior permission of the general membership for each expense. An expenditure in excess of the six hundred dollars ($600) shall require a majority of the general membership.

11. Policies and Procedures:

The Board of Directors shall develop and amend policies and procedures. All policies and procedures must follow the guidelines and dictates of the by-laws and must be approved, dated, and presented to the general membership before becoming effective. The latest set of policies and procedures shall be provided to any and all members upon request.

12. Elections:

a. The president shall appoint a chairman and a maximum of two (2) general members to form a nominating committee and select a slate of nominees. The slate shall be given to the president at least one (1) month prior to the election to be given in nomination before the general membership. The appointees to the committee shall not be candidates for office, but may be nominated from the floor. Nominations of other members for the various offices may be made from the floor at either of the meetings prior to the election and the nominees must agree to accept the responsibilities of the office for the nomination to be in effect. If the qualified nominees will not agree to accept the responsibilities of an office and a qualified nominee cannot be found, any member, including a member who has served consecutive terms in the office may be nominated. Nomination of individuals on the nominating committee can be made from the floor. If more than one nominee is named for any office the voting shall be by closed ballot and a majority of votes cast is required to win the office.

b. Nominations will take place at the first meeting in November and remain open until the start of the first meeting in December.

c. Election of officers shall be held at the first regular meeting in December with a majority vote required for an election.

13. Removal of Officers:

Any officer may be removed from office by a vote of not less than two thirds (2/3) of the members present at a regularly scheduled meeting.

14. Special Elections:

Upon notification to the secretary of the resignation or death of any officer or the removal of an officer, the remaining members of the Board shall elect a replacement to fill the unexpired term.

15. Amendments, etc:

These by-laws may be altered, repealed, amended, or added to by an affirmative vote of not less than two thirds (2/3) of the members present at a regularly scheduled meeting. The proposed changes must be submitted in writing to the Board of Directors for its consideration at a regular committee meeting and must be approved by a majority of the committee before being submitted to the membership at large for its determination. The proposed amendment(s) must be read at two (2) successive regular meetings and voted upon at the next regularly scheduled meeting.

16. Rules of Order:

In all instances not covered within these by-laws, Robert’s Rules of Order shall govern.

17. Release of Liability Statement

Neither the Club, its Board of Directors, Officers or members take any express or implied responsibility for information that is supplied through the Club or injury to members at club events. All opinions and information should be considered carefully and neither the Club, it's speakers, the Officers, or members shall be liable for any incidental or consequential damages that may arise from the furnishing or use of information or opinions in the course of Club activities to fulfill our objectives to provide an informal atmosphere for the exchange of photography information.

18. Dissolution

Upon the dissolution of the Club, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of Marion County, Florida, the county in which the office of the Club is located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

19. Effective Date:

These by-laws shall become effective upon adoption and shall supersede any and all previous versions.

Dated: April, 2009