1.01. The Tri-County Tea Party organization began operations on or about October 1, 2009 and was incorporated on May 5, 2010. The name of this corporation shall be the: TRI-COUNTY TEA PARTY FLORIDA, INC.
1.02. These Bylaws constitute the code of rules adopted by TRI-COUNTY TEA PARTY FLORIDA, INC., for the regulation and management of its affairs.
1.03. This Corporation will have the purposes or powers as may be stated in its Articles of Incorporation, and such powers as are now or may be granted hereafter by law. This Corporation shall be a Florida non-profit corporation, a non-partisan political and social issues based organization organized to promote and perpetuate the education and unification of United States citizens who are committed to preserving their rights under the United States Constitution. This Corporation shall encourage all citizens who subscribe to core values of limited government, fiscal responsibility, free market economy, low taxes and secure borders, through
education, communication and motivation to develop informed voters and citizens who will work to elect political candidates who meet such core values.
1.04. The Corporation shall be non-partisan, non-sectional, and non-sectarian and shall not endorse any particular candidate for town, county, state or federal government office who does not meet such core values. The Corporation shall promote the common good and general
welfare of the community by providing education and instruction to the public on subjects useful and beneficial to the community.
1.05. This Corporation shall have a corporate seal which shall have inscribed thereon the name of the Corporation, the year of incorporation, and the words "Corporate Seal, Florida". The Corporation shall have such official insignia as the Board of Directors may determine.
2.01. The principal place of business of this Corporation shall be located at 17600 SE 82 Annadale Terrace, The Villages, Florida 32162. The principal place of business may be changed from time to time by the Board of Directors by duly adopted resolution.
2.02. The name of the registered agent of this Corporation is THE MILLHORN LAW FIRM, LLC. The Board of Directors may from time to time change its registered agent by duly adopted resolution and filing the appropriate statement with the Secretary of State.
2.03. The location of the registered office of this Corporation is 13710 US Highway 441, Suite 100, Lady Lake, Florida 32159. Such office will be continuously maintained in the State of Florida for the life of this Corporation. The Board of Directors may from time to time change the
address of its registered office by duly adopted resolution and filing the appropriate statement with the Secretary of State.
3.01. The Members of this Corporation are those persons, corporations or other entities having membership rights in accordance with the provisions of these Bylaws.
3.02. This Corporation shall have two (2) classes of Members that are designated as follows: a) Individual Membership
b) Honorary Membership
3.03. Any person, corporation, association, partnership, or other entity interested in the general welfare of the United States of America shall be eligible for membership in this Corporation and shall become a member upon the payment of applicable dues.
Honorary Membership 3.04 Honorary Membership may be awarded to a person distinguished in public affairs. Honorary members may not hold office, except honorary capacity, nor vote in the Corporation. Honorary members shall be elect by the Board of Directors.
a) Proposal to confer honorary membership may be made in writing to the
Board of Directors by any member of the Corporation in good standing.
b) The name shall be placed in nomination at a Board of Directors meeting
with a brief statement of the reasons therefore.
c) Election shall be by a four fifths (4/5) vote of the Board of Directors.
3.05. Any member may be expelled by the Board of Directors by a four fifths (4/5) vote
of all members of the Board of Directors in office when the Board has become satisfied that said
member has wantonly violated its rifles and regulations or for any other good cause shown and
only after said member has been granted the opportunity for a hearing.
3.06. The annual dues payable to the Corporation by Members [of each class except Honorary Members] will be in such amount(s) as may be determined from time to time by resolution of the Board of Directors and may be amended by them.
a) The first annual dues shall be payable and submitted in full with the
application for membership. Future annual dues shall be payable on the anniversary of the Member's acceptance. In the event the anniversary date is unknown, then in that event, the annual dues for those Members shall be due and payable in advance on January 31 of each year.
b) Installment payments of the dues shall be acceptable if approved by the Treasurer, provided that the installments shall be no greater in number than four, shall be equal, and shall not be less than three-month intervals; further provided that this provision shall not preclude monthly payment of dues by use of approved direct billing to a local bank or financial
institutions acceptable to the Board of Directors.
c) Honorary members shall pay no dues.
d) Members who fail to pay their dues within thirty (30) days from the time the same become due shall be notified by the President and, if payment is not made within the next succeeding ninety (90) days shall, without further notice and without hearing, be dropped from the rolls and thereupon forfeit all rights and privileges of membership, provided that the Board of Directors may by rule prescribe procedures for extending the time for payment of dues and continuation of membership privileges upon request of a member and for good cause shown.
3.07. Meetings of Members shall be held at the principal office of this Corporation in the State of Florida or at such other location designated by the President of the Corporation.
3.08. Fifteen (15) Members personally present in good standing shall constitute a quorum for the transaction of business at any duly called meeting of the Corporation. The vote of a majority of the votes entitled to be cast by the Members present at such a duly called meeting at which a quorum is present is necessary for the adoption of any matter voted on by the Members, unless a greater proportion is required by law, the Articles of Incorporation, or any provision of these Bylaws.
3.09. The President shall give notice by email, in person, or written or printed notice, stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called to each member in good standing and entitled to vote at such meeting.
3.10. The members attending the annual or special meetings of the Corporation shall have all those powers conferred by the Articles of Incorporation or these Bylaws. If at anytime a member in good standing desires that the Corporation take any action, said member shall bring said matter to the attention of the Board of Directors which shall decide what actions, if any, shall be taken and act accordingly.
3.11. The following number of votes shall be available to the members:
a) Each member, except for Honorary Members, shall be entitled to one vote.
3.11(1) The votes of the members shall be cast only by the members personally present at such meeting, provided however, that an officer or designated agent of a corporation, association, parmership or other entity that is a member may cast the vote to which it is entitled by virtue of its membership.
3.11(2) No proxy votes shall be cast or counted.
3.12. The annual meeting of the members of the Corporation shall be held in May of each year on the date and at the time and place designated by the President.
3.13. The Board of Directors may call a special meeting of the membership whenever it may be considered necessary or desirable by a majority vote of all of the Directors in office.
3.14. Membership in this Corporation is nontransferable and not assignable.
3.15. Membership in this Corporation shall terminate on any of the following events, and for no other reason:
a) Receipt by the Board of Directors of the written resignation of a Member, executed by such Member or his or her duly authorized attorney-in-fact.
b) The death of a Member.
c) The failure of a Member to pay dues or assessments on or before their due date.
d) For cause, inconsistent with membership, and only after due notice and an oppommity to be heard on the issues.
3.16. Before a membership terminates for any reason other than the resignation or death of the Member, the Member shall be given an opportunity to be heard and present evidence before the Board of Directors, unless he or she is absent from the county in which the Corporation is located. A Member terminating membership status for reasons other than death may be completely and automatically reinstated if the cause of termination is corrected before formal adoption by the Board of Directors of a resolution acknowledging such termination.
4.01. The Board of Directors is that group of persons vested with the management of the property and business affairs of this Corporation subject to the law, the Articles of Incorporation, and these Bylaws.
4.02. The Board of Directors shall have the power to remove, except as herein otherwise
provided, any member, director, officer, or agent of the Corporation at any time for good cause shown. In addition to the powers and authorities expressly conferred upon it by these Bylaws, the Board of Directors may exercise such powers and do all such lawful acts and things not reserved or delegated to any other body or subdivision of the Corporation.
The directors may adopt policies for conducting the business of the Corporation that are
not in conflict with the Articles of Incorporation, these Bylaws, or the laws of the United States of America or the State of Florida.
4.03. The number of Directors of this Corporation shall be seven (7) at any times and all
such Directors shall be entitled to one (1) vote each.
4.04. The term of the founding Directors, i.e. the Directors who held office between
October 1, 2009 and June 1, 2011, shall expire on June 1, 2011, and an election of seven (7) of new Directors shall take place in May, 2011 according to the provisions of ARTICLE FIVE herein. Any member of the founding Board of Directors shall be entitled to run for re-election to the new Board of Directors taking office on June 1,2011. With the exception of the election to be held in May 2011, all Directors shall be elected for a term of two (2) years. With reference to the election to be held in May, 2011, in order to provide continuity in the leadership of the Corporation, three (3) of the Directors shall be elected for a one (1) year term and four (4) shall be elected for a two (2) year term. In Counting the ballots voted in the May, 2011 election the four (4) candidates who receive the most votes shall be elected for a two (2) year term, and after these four (4) have been elected, of the remaining candidates, the three (3) who receive the next highest number of votes shall be elected for a one (1) year term.
In the event of a vacancy, the Board of Directors shall have the sole authority to elect another director to fill said vacancy. Each Director shall hold office for the term, or unexpired term, for which elected and until a successor has been selected, qualified and elected. No Director shall hold office for more than two (2) consecutive terms.
If the immediate past president runs for re-election and is elected, said immediate
past president shall serve as one of the seven (7) Directors. If the immediate past president is not re-elected to the Board, then said immediate past president shall serve for one (1) year as and ex-officio member of the Board in an advisory capacity without any voting privileges.
4.05. No person shall be eligible to be elected as a director or retained as a director who
is not a paid-up member.
4.06. The Board shall meet at least once a month, at a time and place to be selected by the
President. This provision of the Bylaws constitutes notice to all Directors of regular meetings for all years and instances, and no further notice shall be required although such notice may be given.
4.07. Six (6) members of the Board of Directors, present in person or by proxy given in
person or in writing or by telephone, shall constitute a quorum. The act of a majority of the
Directors present at a meeting at which a quorum is present shall be the act of the Board of
Directors, unless a greater number is required under the provisions of the Articles of
Incorporation, or any provision of these Bylaws.
4.08. Any director absent from three (3) consecutive regular meetings without an excuse deemed valid and so recorded in the official records of the Board shall be dismissed and replaced as provided in Paragraph 5.07.
4.09. Special meetings of the Board may be called at any time by the President or by any six (6) directors, provided that, when called, a call shall be issued to each director stating the time, place and purpose of the meeting.
4.11. Attendance of a Director at any special directors' meeting of the Board of Directors shall constitute a waiver of notice of such meeting, except where such Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.
4.12. A Director may be removed from office by a four fifths (4/5) majority of the Board of Directors when such action shall serve the best interests of this Corporation pursuant to any procedure provided therefore in the Articles of Incorporation or these Bylaws.
Such removal shall be without prejudice to any contract rights of the Director so removed. The Board of Directors shall have sole authority to remove any Director absent from three (3) consecutive regular meetings without an excuse deemed valid and so recorded in the official records of the Board.
5.01. The President shall appoint a Nominating Committee of four (4) members of the Board at the last regular meeting of the Directors in March of each year, beginning with the year 2011; and by April 10th, shall cause notice to be given to the membership advising that the committee has been appointed and the name of the Chairperson of the committee. Such notice shall also advise the membership that it may by May 1st suggest additional candidates for consideration by the Nominating Committee. Forms for suggesting candidates shall be furnished by the Corporation and those forms shall be used in suggesting candidates.
5.02. At the next Board meeting following May 1st, the Nominating Committee shall present to the President a written list of at lease seven (7) nominees for director and confirm that such nominees have indicated their willingness to serve.
NOTIFICATION OF ELECTEE
5.03. At the meeting of the membership next following May 1st, the President shall notify the membership of those persons whose names have been placed in nomination.
5.04. From the list of all persons nominated, the President shall declare an election to be held.
5.04(1). The President shall appoint an Election Committee composed of three (3) directors.
(a) The election of Directors shall take place at the last regular meeting of the membership in May of each year, which shall take place between May 7th and May 31st inclusive on the date set by the President. The Election Committee shall be responsible for the election procedure as provided in the Bylaws.
(b) The Election Committee shall have all candidates' names placed in
alphabetical order on a ballot prepared by the Election Committee.
(c) The ballots shall be given to valid voting members at the last
meeting of the membership in May of each year with instructions to cast the ballots at that meeting and to vote for no more than the number of candidate needed to fill the open positions. Ballots received after such time or casting more than the number of votes needed to fill the open positions shall be invalid and shall not be counted. Members shall not cast more than one vote per candidate and cumulative voting shall not be allowed.
5.04(2). The Election Committee shall tally the votes at that meeting and shall certify the results to the President by certification signed by all committee members, and shall preserve the ballots for a period of three (3) years.
5.05. At the election meeting, the President shall announce the names of the persons who received the highest number of votes, the terms for which they have been elected, and declare their election to the Board of Directors, and request their attendance at a special meeting of the
directors for the purpose of orientation and fellowship.
5.06. The Board of Directors shall have power to fill all vacancies on the Board for the remainder of an unexpired term, subject to the approval of the majority of the remaining members of the Board of Directors.
6.01. The officers of the Corporation shall be President, Vice-President, Treasurer, and Secretary.
6.02. The duties and powers of the officers of the Corporation shall be such as are by general usage indicated by the title of the respective office, such as are required by law, and such as may be assigned to them respectively by the Board of Directors from time to time.
6.03. At the next regular meeting of the Board of Directors following the annual election of Directors, the Directors shall meet and, by a majority vote of those present and voting, elect a President. A candidate for President shall have served at least one full year on the Board of
Directors.
6.04. The President shall serve for the term of one year from June 1st of the year of election until June 1st of the following year, or until a successor is elected and qualified.
6.05. The President shall be the chief officer of the Corporation and shall preside at all meetings of the Corporation and shall be an ex-officiate member of all regular and special committees. The President is charged with executive or administrative responsibilities in the management and continuing conduct of the Corporation's affairs.
6.05(1). The President shall assist in formulating and promoting the general program of the Corporation.
6.05(2). The President shall, with the assistance of the Board of Directors,
execute and administer the policies of the Corporation as established by the membership, Board of Directors, and Executive Committee.
6.05(3). The President may require officers and directors to make regular or
special reports at such time as prescribed. Subject to the approval of the Board of Directors, the President shall appoint all standing and special committees or subcommittees and the Committee Chairpersons of the corporation.
6.05(4). The President shall conclude the year's activities with a written annual report and recommendations. This report shall be distributed to the Board of Directors.
6.06. At the first regular meeting of the Board of Directors following the annual election of directors, the directors shall, by a majority vote of those present and voting, elect a Vice-President from the members of the Board.
6.07. The Vice-President shall serve for the term of one year from June 1st of the year of election until June 1st of the following year, or until a successor is elected and qualified.
6.08. The Vice-President shall serve as first assistant to the President and perform the duties of the President in the event of the President's disability or absence from meetings.
6.08(1). The Vice-President shall succeed to the Presidency in the event of the death, permanent disability, or resignation of the President, assuming all powers and duties of that office, and shall serve for the remaining term of the President.
6.09. At the first regular meeting of the Board of Directors following the annual election of directors, the directors shall, by a majority vote of those present and voting, elect a Treasurer from the members of the Board.
6.10. The Treasurer shall serve for the term of one year from June 1st of the year of election until June 1st of the following year, or until a successor is elected and qualified.
6.11. The Treasurer shall be Chairperson of the Finance Committee.
6.11(1). The Treasurer shall also make monthly reports to the Board of the
receipts, disbursements, and financial condition of the Corporation and shall make monthly reconciliation of the bank statements. Bank statements shall be mailed directly to the Treasurer from the depository bank.
6.11(2). The Treasurer shall periodically review the systems and procedures of the Corporation and submit appropriate recommendations to the President and other members of the Board.
6.11(3). The Treasurer shall review the annual audit and the recommendations of the auditors and shall be responsible for all other fiscal matters as assigned by the President.
6.12. At the first regular meeting of the Board of Directors following the annual election of directors, the Directors shall, by a majority vote of those present and voting, elect a Secretary from the members of the Board.
6.13. The Secretary shall serve for the term of one year from June 1st of the year of election until June 1st of the following year, or until a successor is elected and qualified.
6.14. The Secretary shall have custody of, and maintain, all of the corporate records except the financial records; shall record the minutes of all meetings of the members and Board of Directors, send all notices of meetings, and perform such other duties as may be prescribed by
the Board of Directors or the President.
6.15. Any Officer elected or appointed to office may be removed by the persons authorized under these Bylaws to elect or appoint such Officers, whenever in their judgment the best interests of this Corporation will therefore be served. Such removal, however, shall be without prejudice to any contract rights of the Officer so removed.
7.01. Whenever any notice is required to be given under the provisions of the law, the Articles of Incorporation, or these Bylaws, actual notice or a waiver of such notice in writing signed by the person or persons entitled to notice, whether before or after the time stated in such waiver, shall be deemed equivalent to the giving of such notice. Such waiver must, in the case of a special meeting of Members, specify the nature of the business to be transacted.
7.02. Any action required by law or under the Articles of Incorporation or these Bylaws, or any action that otherwise may be taken at a meeting of either the Members or Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all persons entitled to vote with respect to the subject matter of such consent, or all Directors in office, and filed with the Secretary.
8.01. The President may appoint Program Committees to carry out such programs and duties that the Board deems necessary. The President shall appoint a Chairperson for each such committee. Such Chairperson shall not be entitled to vote in meetings of the Board of Directors unless he/she was already a member of the Board before his/her appointment as Chairperson.
Each Committee shall serve as long as necessary to complete the task specified by the Board of Directors.
Such Program Committees shall have and exercise such authority as granted by the Board of Directors. However, no such Committee shall have the authority to cause or effect any of the following:
a) Submission to Members of any action for which the approval of Board
Members is required under the law.
b) Creating or filling of vacancies in the Board.
c) Adoption, amendment, repeal of Bylaws or Articles of Incorporation.
d) Amendment or repeal of any resolution of the Board.
e) Action on matters committed by Bylaws or resolution of the Board to
another Committee of the Board.
8.02. The Executive Committee shall serve as an advisory committee to the President in matters concerning the administrative affairs of the Corporation. The Executive Committee shall be comprised of the following member
a) The President
b) The Vice-President
c) The Treasurer
d) The Secretary
e) The Immediate Past President
8.03 The Executive Committee shall meet at such times and places as a majority of said committee members shall determine or upon the call of the President.
8.04. A quorum of the Executive Committee shall consist of five (5).
8.05. The Executive Committee may refer matters brought before it to the proper special committee, which it may designate, or to the Board.
9.01. The fiscal year of this corporation shall be from January 1st, through December 31st.
9.02. There shall be a Finance Committee which shall consist of the President, the Vice-President, and the Treasurer. The Finance Committee shall be under the chairmanship of the Treasurer and the Treasurer shall prepare and present the annual budget of general expenses and revenues of the Corporation to the Board of Directors for approval. Funds shall be disbursed only in accordance with the provisions ordered by the Board of Directors.
9.02(1). The Treasurer and all other persons handling fimds of the Corporation shall be bonded in such amount as may be fixed by the Board of Directors, the expense of such bonds to be paid by the Corporation.
9.03. The Corporation through it's Board of Directors may engage a firm to prepare and furnish monthly financial statements to the Board. It may engage a firm to perform a financial audit of the books of the Corporation, annually, and to review systems, procedures, and internal control and present appropriate comments and recommendations thereon.
9.03(1). At the end of each fiscal year, any unencumbered funds may be placed in a reserve for working capital until said working capital amounts to twenty percent (20%) of the annual budget.
9.03(2). The annual budget shall contain expense appropriations for capital
expenditures to be made from the general income.
9.04. All money of this Corporation shall be deposited in approved, federally insured bank accounts and disbursed from such accounts. The Corporation shall, whenever possible, invest any idle funds available in excess of the normal day-to-day requirements in U.S. Government insured deposits or U.S. Government securities unless otherwise approved specifically by the Board of Directors.
a) All requests for funds shall be submitted to the Finance Committee.
b) Committees shall make annual reports to the Board of Directors.
11.01. Every director and every officer of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding or the settlement of any proceeding to
which he/she may be a party, or in which he/she may become involved by reason of his/her being or having been a director or officer at the time such expenses are incurred or at the time the events giving rise to such expenses occurred, except when the director or officer is adjudged guilty of wilful misfeasance or malfeasance in the performance of his/her duties. The foregoing right of indemnification shall be in addition to and exclusive of all rights and remedies to which such director or officer may be entitled.
12.01. The power to alter, amend, or repeal the Articles of Incorporation of this Corporation must be taken as specified in the Articles of Incorporation.
12.02. Subject to the notice requirements set forth herein, these Bylaws may be amended by a majority vote of the members present at any meeting of the Corporation or by four-fifths (4/5) vote of the Board of Directors at any meeting of said Board at which a quorum is present,
provided that a copy of the proposed amendment has been mailed, together with notice of the time and place of such meeting to each member of the Corporation and each member of the Board of Directors in good standing, at least twenty-one (21) days prior to any such meeting,
provided further however, that the Board of Directors shall not make or alter any Bylaws fixing their qualifications, or term of office.
13.01. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes, within the meaning of Section 527 of the Internal Revenue Code, or its 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 the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organizations or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Signed September 30, 2010