BYLAWS
of
THE LAKE CLUB WOMEN’S GIVING CIRCLE
Adopted October 16, 2023
ARTICLE I NAME
The name of the organization shall be “The Lake Club Women’s Giving Circle” (the “Corporation”).
ARTICLE II
MISSION, PURPOSE AND PHILOSOPHY
The Lake Club Women’s Giving Circle is dedicated to supporting organizations that address the physical, emotional and educational needs of women, children and families in Sarasota and Manatee counties, and any other charitable purposes permitted by law.
ARTICLE III OBJECTIVES
The primary objectives of the Corporation are to:
- Educate its members about the power of collective philanthropy.
- Raise funds to provide annual grants supporting our mission.
- Create an all-inclusive “One Lake Club” women’s philanthropic organization.
- Engage in outreach to broaden awareness and to provide community service
ARTICLE IV MEMBERSHIP
Fund One and Fund Two
The Corporation has two funds with the Manatee Community Foundation, i.e., Fund One and Fund Two. Fund One consists of an endowed fund, pursuant to the distribution policy of the Manatee Community Foundation, Inc. Manatee Community Foundation determines the amount of funds from Fund One that are available each year for the Corporation to transfer to the discretionary Fund Two for distribution in the form of grants to local 501(c)(3) non-profit organizations. Fund Two is a discretionary fund that consists of fundraising amounts generated by the Corporation, together with Member contributions outside of the membership requirements. The Corporation has discretion annually to utilize the assets of Fund Two for grants.
1.1 Membership; Contributions. Membership in the Corporation is open to (i) all women residents of The Lake Club in Lakewood Ranch, Florida, (ii) previous residents of The Lake Club who are fully vested, who wish to further the mission and goals of the Corporation through financial and other means of support, and (iii) individuals otherwise admitted by the Board (each a “Member”), and (iv) all new members will be required to make a one-time contribution of $1,025.00 (one thousand and twenty-five dollars) made payable to The Lake Club Women’s Giving Circle. The payment of $1,000.00 (one thousand dollars) fulfills the legacy membership; the $25.00 (twenty-five dollars) payment applies to the members annual administrative fee, and (v) alternative levels of membership and/or additional administrative fees may be established by the Board, which may be established and/or modified from time to time by the Board, and (vi) all members who joined prior to 2023 still owing their 5 (five) year $1,000.00 (one thousand dollars) pledge are hereby referred to as Legacy Pledges and will be responsible for minimum annual contribution of $200.00 (two hundred dollars) until they fulfill their pledge requirements upon which time they become Legacy Members and subject to terms of payment as described in 4.1. (SEE APPENDIX FOR FUNDS AND CONTRIBUTIONS DEFINITIONS)
1.1.1 Payment of Minimum Annual Contribution (MAC). All active members will be required to make a minimum annual contribution of $200.00 (two hundred dollars) payable by January 31st.
1.1.2 Annual Administrative Fee. An annual administrative fee, to be determined by the board and subject to modification from time to time, will be required from each member payable by January 31st.
1.1.3. Nonpayment of Contribution. Minimum annual contributions shall be in arrears if not paid by the first day of February each year. The Board shall determine the continued membership status of any Member in arrears, including the suspension and/or termination of the membership of such Member. Upon receipt of a Member’s accrued minimum annual contributions, the membership of such Member shall be immediately reinstated, unless otherwise determined by a majority vote of the Board.
1.2 Voting Member. Each Member whose minimum annual contributions and fees, if any, is not then in arrears (each a “Voting Member”) shall be entitled to one vote, which such vote may be cast with respect to matters requiring the vote of the Members.
1.3 Responsibilities of Members. The self-managing responsibilities of Members include:
- Voting on matters regarding Corporation donations.
- Participating in activities to support the mission and goals of the Corporation.
- Honoring financial commitments to the Corporation.
- Serving on committee(s).
- Participating in the Corporation’s chosen community outreach activities.
1.4 Benefits of Membership. Benefits of membership of the Corporation may include:
- Being part of a dynamic, philanthropic, collective women’s organization
- Providing input to the Corporation’s annual goals
- Nominating organizations to receive grants from the Corporation
- Giving of time, talent and treasure
- Gain deeper understanding about non-profit organizations and the needs in the community
- Experiencing leadership positions within the Corporation
- Connecting with like-minded women
ARTICLE V MEETING OF MEMBERS
2.1 Annual Meeting. TheAnnual Meeting of the Members shall be held each calendar year on a date and at a location as determined by the Board with notice provided by the Secretary by email to the then-current Members thirty (30) days in advance of such meeting. The notice shall specify the date, time and location of the Annual Meeting and shall provide an agenda for the meeting and proxy forms. At the Annual Meeting, the Vice-Chair who is the Nominations Committee chair shall present a slate of nominations for the following officers of the Board: Vice-Chair, Secretary, and Treasurer for the Calendar Year; shall accept nominations from the floor; and shall manage the election process. Members may vote in person, by electronic device or by written proxy.
2.2 Meetings, Voting Notifications and Action Without Meetings. Regular meetings and special meetings may be called by the Secretary by email at least five (5) days in advance of such meeting and shall specify the date, time and location as well as provide an agenda for the meeting. Members may vote in person, by electronic device or by written proxy. For action without meetings, the secretary will email at least 5 (five) days in advance notification of purpose and actionable items.
2.3 Quorum and Voting. Any number of members present by any means shall constitute a quorum to transact business of the Members. A majority vote of those present may exercise its power.
2.3.1 If a quorum exists, action on a matter shall be approved by upon the affirmative votes of a majority of the Members represented and then-entitled to vote upon the subject matter, unless a greater number of affirmative votes is required by federal or state law, the Articles of Incorporation, or by these Bylaws.
2.3.2 Voting by members maybe conducted electronically, in person, or by proxy.
2.4 Electronic Meetings. Meetings of Members may be convened electronically so that all Members participating in the meeting can hear each other (including by telephone or video conference), in person, or a hybrid thereof.
ARTICLE VI GOVERNANCE
3.1 Governance Board. The Governance Board, hereafter referred to as ‘the Board’, is responsible for the Corporation’s management and operations. The Board must act consistently with federal and state law, the Articles of Incorporation and these Bylaws.
3.2 Board Members. The Board shall consist of no less than the Chair, Vice-Chair, Secretary and Treasurer hereby known as the officers of the Corporation and shall also include the chairs of the following standing committees: Finance, Grants, Membership, Outreach and other any Standing Committees that may be established by amendment to these Bylaws.
3.3 Vacancies. if any vacancy is caused by death, resignation or removal of a Board Member, the remaining Board Members, by majority vote, will elect a successor to hold office. In the event the number of Board Members is increased as provided in these Bylaws, the current Board Members, by majority vote, will elect the appropriate number of additional Board Members to hold office.
3.4 Resignation. Any Board Member may resign by giving written notice to the Secretary of the Governing Board. The resignation will be effective when notice is received by the Secretary unless the notice specifies that the resignation will be effective on a later date.
3.5 Removal of Board Member. Any Board Member may be removed, with or without cause, at any time by the majority vote of all Board Members then in office. Such removal shall be taken at a regular meeting of the Board or at a special meeting called for that purpose. Any such proposed removal shall be announced in the notice for such meeting and sent to the Board Members at least ten (10) days prior to the meeting. If a Board Member is removed, a successor shall be named.
3.6 Meetings of the Board. Meetings of the Board shall occur in accordance with the following:
3.6.1 Annual Meeting. The Board shall meet at least one (1) time(s) per year. The Board will hold its annual meeting in on a date and at a location, as determined by the Board, to transact other business that may properly be brought before the Board.
3.6.2 Meetings. The Board may hold meetings as determined by majority resolution of the Board. The resolution may authorize the Chair of the Board to fix the date and location of each regular meeting, in which case notice of such meeting date and location must be given in the manner provided in these Bylaws. Neither the business to be transacted at, nor the purpose of, the meeting need be specified in the notice unless specifically required by law or these Bylaws.
3.6.3 Quorum. A majority of the Board Members, present in person, by electronic device, or by written proxy (as established by the Secretary), shall constitute a quorum to transact business at all meetings of the Board. If less than a majority of the Board Members are represented at a meeting, a majority of the Board Members so represented may adjourn the meeting without further notice. If a quorum exists, action on a matter shall be approved by upon the affirmative votes of a majority of the Board Members represented at the meeting and then-entitled to vote upon the subject matter, unless a greater number of affirmative votes is required by the Articles of Incorporation and/or these Bylaws.
3.6.4 Action without Meeting by Written Consents. If all of the Board Members severally or collectively consent in writing to any action taken by the Corporation, whether before or after the action is taken, those consents will have the same force and effect as the unanimous vote of the Board at a duly called meeting. The Secretary shall file such consents with the minutes of the Board.
3.7 Manner of Acting. The act of the majority of the Board Members present at a meeting at which a quorum is present shall be the act of the Board, except as may be otherwise provided by the Articles of Incorporation, by these Bylaws, or by law.
3.8 Compensation. No stated salaries will be paid to the Board Members for their services, but each Board Member is entitled to receive reimbursement from the Corporation for any expenses incurred in attending any annual, regular or special meeting of the Governing Board.
3.9 Conflict of Interest. The Board shall establish and revise from time to time, rules governing conflicts of interests (e.g., contracts and other transactions between the Corporation and one or more of the Board Members or any other corporation, firm, association or entity in which one or more of the Board Members are directors, officers or financially interested) and shall provide Conflict of Interest forms which shall be signed annually and maintained by the Secretary.
3.10 Ad Hoc Committees. The Board may appoint Members and non-members to various Ad Hoc Committees as needed. Such Ad Hoc Committees shall report to the Board and shall not have representation on the Board, unless otherwise determined by majority vote of the Board Members. The duties and responsibilities of each Ad Hoc Committee shall be determined by each Ad Hoc Committee.
3.11 Periodic Reports. The Board shall cause any annual or periodic report required under applicable law to be prepared and delivered to the applicable federal and state governmental authorities, or to the members of the Corporation, to be so prepared and delivered within the time limits set by law.
ARTICLE VII COMMITTEES
4.1 Committees of the Board. The Board may, by majority vote, designate one or more committees. The designation of committees and delegation of authority to the committees will not operate to relieve the Board, or any individual Board Member of any responsibility imposed on the Board or any individual members by law.
4.2 Vacancies. Vacancies of any committee may be filled by appointments in the same manner as the original appointments were made.
4.3 Rules. Each committee may adopt rules for its own governance not inconsistent with the Articles of Incorporation and these Bylaws.
ARTICLE VIII
LIABILITY AND INDEMNIFICATION
5.1 Personal Liability; Indemnification. Except for conduct resulting from criminal or intentional tortious conduct, no Board Member, director, officer, employee or agent of the Corporation, or in such capacity at the request of the Corporation, will be personally liable for the payment the Corporation’s debts and liabilities. Relief from liability for the Corporation’s debts will not, however, apply in any instance where that relief is inconsistent with any provisions of the Internal Revenue Code applicable to organizations described in Section 501(c)(3).
5.2 Indemnification. Except for conduct resulting from criminal or intentional tortious conduct, any person who serves or has served as a Board Member, director, officer, employee or agent of the Corporation, or in such capacity at the request of the Corporation, shall have a right to be indemnified by the Corporation to the fullest extent permitted by law against (i) reasonable expenses, including attorneys’ fees, actually and necessarily incurred by such person in connection with any threatened pending or completed action, suit, or proceedings, whether civil, criminal, administrative, or investigative, and whether or not brought by or on behalf of the Corporation, seeking to hold such person liable by reason of the fact that such person is or was acting in such capacity, and (ii) reasonable payments made by such person in satisfaction of any judgment, money decree, fine, penalty or settlement for which such person may have become liable in any such action, suit, or proceeding.
The Board shall take all such action as may be necessary and appropriate to authorize the Corporation to pay the indemnification required by this section, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due such person. The Corporation may pay for the costs of defense in advance of final disposition of the proceeding.
5.3 Insurance. In addition to the foregoing provisions of this Article VII, the Board shall have the right and power to purchase and maintain insurance on behalf of any person who is or was a Board Member, director, officer, employee or agent of the Corporation, or in such capacity at the request of the Corporation, against any liability asserted against and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability.
ARTICLE IX EMERGENCY FUND
6.1 Emergency Fund. The Board is authorized to disburse Fund 2 contributions for emergency needs (e.g., resulting from a fire, natural disaster, etc.), determined by majority vote of the Board Members, subject, however, to the criteria set forth in Fund One and Fund Two section of Article IV Membership. Such disbursement may be made without a vote of the Members, but the Members shall be promptly advised of the nature and extent of any such disbursement.
ARTICLE X CALENDAR YEAR
7.1 Calendar Year. The “Calendar Year” of the Corporation shall be January 1 to December 31.
ARTICLE XI GENERAL PROVISIONS
8.1 Notices. Any and all notices, designations and other communications required to under federal or state law, the Articles of Incorporation, and/or these Bylaws shall be given in writing with the preferred means of transmission being email. Such communications shall be sufficient in all respects if: (i) personally delivered; (ii) sent by telecopier, facsimile transmission or other electronic means of transmitting written document, such as email; or sent by U.S. Postal Service or by private overnight mail courier service. If personally delivered, such communications shall be deemed delivered upon actual receipt; if electronically transmitted pursuant to this section, such communications shall be deemed delivered the next business day after transmission; if sent by overnight courier, such communications shall be deemed delivered upon receipt; and if sent by U.S. Postal Service, such communications shall be deemed delivered two (2) business days after they are deposited in the U.S. Postal Service with postage thereon prepaid.
8.1.1 Waiver of Notices. Whenever any notice is required to be given under federal or state law, the Articles of Incorporation, and/or these Bylaws, a waiver of the notice in writing signed by the person or person entitled to the notice, whether before or after the time stated in the notice, will be treated as the equivalent to the giving of the required notice.
8.2 Amendments. These Bylaws may be amended, restated, repealed or otherwise modified, in whole or in part, and such modified Bylaws, in whole or in part, may be adopted by the affirmative vote of a majority of the Members casting a vote, provided that prior notice of the proposed changes shall have been provided to each Member at least thirty (30) days prior to the meeting of the Members held for the purpose of adoption of such modified Bylaws. Amendments may be considered at any meeting of the Members. The method of voting shall be determined by the Secretary, as Parliamentarian.
8.3 Parliamentary Procedure. The parliamentary authority of the Corporation’s meetings shall be “Roberts Rules of Order Newly Revised” (most current edition) in all cases to which they are applicable and in which they are not inconsistent with these Bylaws.
8.4 Records. The Corporation shall keep correct and complete books and records as required by federal and state law and shall also keep minutes of the proceedings of the Board and committees having any of the authority of the Board. All records of the Corporation shall be maintained in a centralized electronic system specified by the Chair or Vice Chair of the Board. The responsibility for depositing documents into the system falls, generally, to the Chair or Vice Chair of the Board, or other officer as specified herein. The books, records and papers of the Corporation shall be at all times, during reasonable business hours, be subject to inspection by any Board Member upon prior written request. The Articles of Incorporation and these Bylaws shall be available for inspection by any Member upon prior written request through our website www.tlcwomensgivingcircle.org or on our website.
8.4.1 Reliance on Records. Any person dealing with the Corporation may rely upon a copy of the records of the proceedings, resolutions, or votes of the Board or Members, when certified by the Chair, Vice-Chair, Secretary or Treasurer of the Corporation.
8.4.2 Accountings. Not later than four (4) months after the end of each Calendar, or in any event, prior to the Annual Meeting of Members, the Corporation shall prepare a balance sheet and income statement in accordance with federal and state law.
8.5 Corporate Seal. The Corporation will not have a seal. If a seal is required for any corporate transactions, the word “Corporate Seal” followed by the signature of one or more Chair, Vice-Chair, Secretary or Treasurer of the Corporation on behalf of the Corporation shall constitute a proper affixing of the seal.
8.6 Distributions Upon Dissolution. Upon the dissolution of the Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Corporation, shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed as determined by the majority vote of Chair, Vice Chair and Treasurer. If a vote of the quorum results in a tie, then the vote cast by the Chair shall count double, resolving the tie in favor of the Chair’s vote. In all events, such distributions upon dissolution of the Corporation shall be made in accordance with all applicable laws.
8.7 Limitations on Activities. In all events, no substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and the Corporation 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 provisions of these Bylaws, the Corporation shall not carry on any activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
8.8 Prohibition Against Private Inurement. In all events, no part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its Members, Board Members, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the Corporation.
8.9 Reference to Laws. Any general or specific references to the state law are to refer to the laws of the State of Florida, as now in force or hereafter amended.
8.10 Right To Amend. In accordance with the organization’s governing principles, the Board hereby reserve the right to amend these bylaws at any time, provided that such amendments are made in the best interests of the organization and are in compliance with applicable laws and regulations.