BYLAWS OF THE LEAGUE CLUB, INC.

ARTICLE I
Name

The name of this organization shall be The League Club, Inc., hereinafter sometimes called The Club.

ARTICLE II
Mission

Women strengthening communities through fellowship, education, volunteerism and philanthropy.

ARTICLE III
Membership

Membership shall be limited to women who have been active members of a Junior League that is a member of the Association of Junior Leagues International.

ARTICLE IV
Financial Obligations

Section 1. Annual Dues. The cost of annual dues shall be fixed by the Board and voted on by the Membership

Section 2. Donations. Members shall support the Community Trust Fund annually.

Section 3. Refunds. Refunds shall not be made to a member who resigns.

Section 4. Indebtedness. A member who is delinquent in paying any indebtedness to The Club shall be considered in arrears and subject to removal from membership.

ARTICLE V
Officers

Section 1. Personnel. The officers of The Club shall be President, President-Elect, Vice President Membership, Vice President Education, Vice President Community, Vice President Fundraising Events, Vice President Development, Vice President Communications, Recording Secretary, Treasurer, and Treasurer-Elect. The Executive Committee is comprised of these officers.

Section 2. Eligibility.
a.   Candidates for President-Elect shall have served one (1) full term on the Board.

b.   No officer shall serve more than two (2) full consecutive terms in that office.

Section 3. Nomination
a.   A single slate of nominees for office shall be presented to the membership at the Annual Meeting.

b.   Additional nominations may be made providing the nominees have proper qualifications, consent has been given and the candidate’s name has been listed with the Nominating Committee Chair at least five (5) days prior to the election.

Section 4. Election
a.   The membership shall elect the officers by ballot, or by acclamation if there are no contested offices, for one (1) term.

b.   A majority of the votes cast for each office is required for election.

c.   Elections shall be held at the Annual Meeting.

Section 5. Term. A term shall be defined as one (1) full year.

Section 6. Vacancies
a.   The President-Elect shall automatically become President in case of a vacancy in that office. The Nominating Committee shall nominate a new President-Elect.

b.   Except for the office of President, the Nominating Committee, with the approval of the Executive Committee, shall fill all vacancies. The appointee shall fill the unexpired portion of theterm.

ARTICLE VI
Board of Directors

Section 1. Personnel

a.   The Board of Directors shall be referred to as the Board.

b.   The Board of Directors shall consist of the officers, the Vice President-Elect Fundraising, the Vice President-Elect Development, the Vice President-Elect Community, the Corresponding Secretary and the chairs of the Nominating and Standing committees.

Section 2. Duties. The Board shall have charge of the affairs, funds and property of The Club.

Section 3. Meetings
a.   The Board shall hold regular meetings.

b.   Members of the Board are required to attend a minimum of five (5) meetings per year.

c.   Five (5) members of the Board may request a special meeting.

d.   In the event that members cannot be present; a valid electronic meeting is authorized. For this purpose, remote communication including teleconferencing, video conferencing, and web-based interactive conferencing is acceptable.

Section 4. Quorum. A quorum shall be a majority of the voting members of the Board.

ARTICLE VII
Committees

Section 1. Executive Committee
a.   The Executive Committee shall consist of the elected officers of The Club.

b.   They shall meet when deemed necessary. In the event that members cannot be present; a valid electronic meeting is authorized. For this purpose, remote communication including teleconferencing, video conferencing, and web-based interactive conferencing is acceptable.

c.   They shall have all the power of the Board of Directors between meetings.

d.   A quorum shall be a majority of the members of the Executive Committee.

e.   The minutes shall be submitted to the Board of Directors for ratification at its next meeting.

Section 2. Nominating Committee
a.   Personnel

1)   The Nominating Committee shall be comprised of a Chair and six (6) members

2)   The Chair shall be the immediate past president of The Club.

3)   If a vacancy should occur in the Nominating Committee before the election of officers, the Executive Committee, by a majority vote, shall fill the vacancy.

b.   Election
1)   A single slate of nominees shall be voted on by the membership at the Annual Meeting.

2)   Additional nominations may be made providing the nominees have proper qualifications, consent has been given and the candidate’s name has been listed with the Nominating Committee Chair at least five (5) days prior to the election.

c.   Duties
1)   The principal function shall be to prepare a single slate of nominees for officers; the incoming Nominating Committee members; and the Vice President-Elect Development, the Vice President-Elect Fundraising Events, and the Vice President-Elect Community, who will advance to their respective Vice President positions on the following year’s slate.

2)   The Nominating Committee shall vote and present the results of the vote in the form of a slate to the Board. If members of the Nominating Committee cannot be present for the vote, a valid electronic meeting is authorized. For this purpose, remote communication including teleconferencing, and web-based interactive conferencing is acceptable.

3)   Notice of the slate shall be submitted to the membership after presentation to the Board.

Section 3. Standing Committees. Standing Committees are those established as required to fulfill the purpose of The Club.

Section 4. Ad Hoc Committees. The Board shall establish ad hoc committees when deemed necessary. These Chairs shall be non-voting members of the Board.

Section 5. Vacancies
a.   The President shall fill all appointed vacancies.

b.   All appointees shall fill the unexpired portion of the term.

ARTICLE VIII
Membership Meetings

Section 1. Regular Meetings. A minimum of four (4) regular meetings shall be held each administrative year.

Section 2. Annual Meeting. The Annual Meeting shall be held for the purpose of receiving the annual reports of the Board, electing officers, electing members of the Nominating Committee for the ensuing year and voting on the annual budget.

Section 3. Special Meetings.
a.   Special meetings may be called by the President, by five (5) members of the Board, or upon written request of ten percent (10%) of the members.

b.   Members shall be notified no less than four (4) days prior to any special meeting, and the notice shall include the purpose of the meeting.

Section 4. Quorum. A quorum consists of those in attendance at the meeting. In the event that a gathering is not possible, a membership meeting may be held remotely through web-based interactive conferencing.

ARTICLE IX
Voting

Section 1. Voting shall take place at any membership meeting as defined in Article VIII.

Section 2. Articles of Incorporation and Bylaws. A two-thirds (2/3) vote of those members present and voting shall be required when amending Articles of Incorporation and Bylaws.

Section 3. Annual Budget. A majority vote of those members present and voting shall be required to adopt the Annual Budget.

Section 4. Financial Commitments. A two-thirds (2/3) vote of those members present and voting shall be required to adopt or amend any financial commitment required of all members.

Section 5. Slate of Nominees. A majority vote of those members present and voting shall be required to elect officers and members of the Nominating Committee.

Section 6. Community Grants. A majority vote of those members present and voting shall be required to approve the Community Involvement Committee’s recommendation.

ARTICLE X
Fiscal Policies

Section 1. Fiscal Year. The fiscal year shall be May 1 through April 30.

Section 2. Accounts and Audits. The books and accounts of The Club shall be kept in accordance with sound accounting practices and shall be audited by a Certified Public Accountant and in compliance with applicable Florida statutes as amended. A copy of the year-end financial report shall be made available to each member of The Club. An independent audit by a Certified Public Accountant will be obtained from time to time upon motion and approval by the Board of Directors.

Section 3. Dissolution. In the event of dissolution, all of the remaining assets and property of The Club, after necessary expenses are met, shall be distributed to organizations that qualify under Section 501(c)(3) of the Internal Revenue Code of 1954 as amended or to another organization.

These funds shall be used in such manner as in the judgment of a Judge of the Circuit Court of the County in which the principal Statute or substantive law of the State of Florida will best accomplish the general purposes for which this corporation was formed.

ARTICLE XI
Administrative Policies

Section 1. Administrative Year. The administrative year shall be May 1 through April 30.

Section 2. Application. The officers, committee chairs, committees and

their functions shall operate under the administrative year unless otherwise specified in Standing Rules.

ARTICLE XII
Standing Rules

Standing Rules are those related to the details of the administration of The Club and may be adopted or changed without a change in bylaws. These policies may be adopted by majority vote of the Board. Any Standing Rule which restricts or adds obligations and/or responsibilities to the members must be approved by a majority of the members voting at any membership meeting of The Club.

ARTICLE XIII
Indemnification

The Club shall indemnify any person who has or is party or is threatened to be made a party to any threatened, completed or pending action, suit or proceeding by reason of the fact that she is or was a director, officer, employee or agent of The Club.

ARTICLE XIV
Waiver of Notice

Whenever any notice is required to be given under the provisions of the Florida Not For Profit Corporation Act or under the provisions of the Articles of Incorporation or the bylaws of The Club, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XV
Amendment of Bylaws

The bylaws may be amended by a two-thirds (2/3) vote of the members present and voting at any meeting of The Club provided the proposed amendment(s) have been presented to the membership by written notice at least ten (10) days prior to the meeting at which the vote will be taken.

ARTICLE XVI
Parliamentary Authority

Robert’s Rules of Order newly revised shall govern The League Club, Inc., in all cases not provided for in these bylaws or in the Standing Rules.

These bylaws were amended

the 19th day of March 1987
the 1st day of July 1989
the 24th day of April 1991
the 20th day of April 1994
the 20th day of April 1995
the 25th day of October 1995
the 21st day of February 1996
the 22nd day of January 1997
the 22nd day of April 1998
the 10th day of September1998
the 12th day of April 2000
the 5th day of April 2001
the 23rd day of January 2003
the 11th day of January 2007
the 1st day of May 2007
the 15th day of January 2009
the 11th day of December 2013
the 15th day of January 2014
the 14th day of April 2016
the 9th day of March 2017
the 23rd day of January 2003
the 11th day of January 2007
the 1st day of May 2007
the 15th day of January 2009
the 11th day of December 2013
the 15th day of January 2014
the 14th day of April 2016
the 9th day of March 2017
the 12th of April 2021

STANDING RULES
FOR THE LEAGUE CLUB, INC

Standing Rules are operational policies which relate to the administration of The Club.

MEMBERSHIP

1.     Membership shall be limited to 650 women.

2.     All women wishing to join The Club must prove current or prior membership in a Junior League which is a member of the Association of Junior Leagues International.

3.     Upon acceptance into membership, each new member will be assessed for the applicable current dues.

4.     The names of women applying for membership beyond 650 shall be placed on a waiting list in order of receipt of their application.

However, applicants who previously resigned and who seek reinstatement to membership shall receive priority on the waiting list and will be considered in the order their application is received.

5.     Members who have not paid dues by May 1 will be subject to late fees. Members who have not paid dues by August 1 will be removed from the membership rolls no later than the October Board meeting.

6.     Any member of The League Club may serve on the board of another organization, but she does so as an individual and not as an official representative of The League Club, Inc.

7.     The membership list is for the use of League Club members only and cannot be used for promotion or solicitation of any activity unrelated to The League Club, Inc.

8.     The deadline to register for an event is also the deadline to cancel and request a refund for an event.

9.     Support of and involvement in The League Club is expected of all members.

RESIGNATIONS & REINSTATEMENTS
1.     A member wishing to resign must have met all financial obligations for the current year. She must advise the Vice President Membership of her intentions prior to May 1.

2.     Members who have resigned may apply for reinstatement by submitting an application. Such applications shall receive priority on the waiting list and will be considered in the order each application is received. Once they are accepted for membership, these new members will be assessed for the applicable current dues.

3.     Those who have been dropped from membership at a meeting of the Board of Directors of The League Club and wish to be reinstated will be charged a reinstatement fee of $25 in addition to paying full dues and latefee.

4.     The Board must approve the names of members wishing to reinstate.

FINANCIAL OBLIGATIONS
1.     The annual financial commitment of a League Club member is $200 ($150 for administration and $50 for Community Trust Fund).

This obligation is payable on or before May 1, after which date a delinquency fee of $25 will be added.

2.     Reinstated members in good standing and new members joining The League Club after January 1 of any year will be assessed for the applicable current dues which will be $100, $50 for dues and $50 for the Community Trust Fund. They will then be responsible for full payment in the next duescycle.

OFFICERS
President
1.     The President shall be the executive officer of The Club, the Board of Directors and the Executive Committee.

2.     She shall be an ex-officio member of all committees except Nominating.

3.     She shall appoint standing committee Chairs as defined in Standing Rules.

4.     She shall, as immediate Past President, chair the Nominating Committee and be a voting member of such committee, as well as a voting member of the Future Planning Committee.

President-Elect
1.     The President-Elect shall assist the President and perform the duties of President in her absence.

2.     She shall perform such duties as may be assigned by the Board of Directors or President.

3.     She shall be responsible for the management of The League Club office, as well as a voting member of the Future Planning Committee.

Vice President Communications shall work with the President and Board overseeing and coordinating all activities relating to branding, media and marketing.

Vice President Community shall chair the Community Involvement Committee, which evaluates nonprofit community agencies that have applied for grants. In the event of an emergency, remote communication, including teleconferenceing, video conferencing and web-based interactive conferencing, is acceptable.

Vice President Development shall chair the Development Committee, which develops plans for identifying, cultivating, soliciting and stewarding individual, TLC member and corporate donors.

Vice President Education shall plan and coordinate membership meetings and educational programs.

Vice President Fundraising Events
1.     She shall chair the primary fundraisingevents.

2.     She shall chair the Fundraising Events Committee.

Vice President Membership shallmaintainall membershiprecords.

Recording Secretary
1.     The Recording Secretary shall record the minutes of the meetings of The Club, the Board of Directors and the Executive Committee.

2.     She shall maintain a file of all essential records.

3.     She shall notify members of special meetings including the purpose of the meeting.

Treasurer
1.     She shall be custodian and administrator of all funds of The Club.

2.     She shall present financial statements to The Club and to the Board. All accounts shall be recorded andaudited.

3.     She shall prepare an annual budget.

4.     She shall chair the FinanceCommittee.

5.     She shall be a voting member of the Future Planning Committee.

Treasurer-Elect
1.     She shall keep full and accurate records of all accounts and shall present monthly financial accounting to the Treasurer.

2.     She shall handle all reimbursement requests (with receipts attached).

3.     She shall transfer all files to the Treasurer at the end of the year.

4.     She shall serve as chair-elect of the Finance Committee.

BOARD OF DIRECTORS
1.     The Board shall vote on recommendations presented by the Bylaws Committee, Community Involvement Committee, Future

Planning Committee, Treasurer, Fundraising Events Committee and Development Committee.

2.     A recommendation to change the format of the Fundraising Event(s) shall be presented to the Board for approval.

3.     The Board shall ratify disbursements from the Community Trust Fund upon recommendation of the Community Involvement Committee.

4.     There shall be one vote per person of the Executive Committee, Nominating Committee chair and the elected and appointed Board members.

5.     In addition to the officers, the following are the elected and appointed members of the Board of Directors:

Area Meetings: organize annual neighborhood discussion groups.

Bylaws: review and update bylaws and standing rules upon request of the Board. Review Board Manual annually and update as needed.

Community Liaison: educate membership on community and agencies’ activities.

CorrespondingSecretary:conduct thegeneral correspondence of The Club, and contact members in need of special attention.

Endowment: provide oversight of the Endowment Fund, including all contributions made to the fund annually.

Events: plan and coordinate social events other than membership meetings.

Future Planning: investigate future needs of The Club as directed by the Board.

Historian: maintain the historical record of The Club.

Interest Groups: act as the liaison between all interest groups and the Board.

Newsletter: coordinate production of the newsletter.

Nominating Chair: prepare a single slate of nominees for officers and for the incoming Nominating Committee.

Vice President-Elect Community: assist the Vice President Community

Vice President-Elect Development: assist the Vice President Development.

Vice President-Elect Fundraising Events: assist the Vice President Fundraising Events.

6.  Assistants
a.  Assistants may be appointed with the approval of the Board.

b.  They may vote in the absence of the committee chairman.

7.     Other committees may be established by the Board to carry The Club programs.

8.     The Board will have the power because of health of safety concerns where a physical gathering is not possible to hold membership meetings remotely through web-based interactive conferencing. This includes the Annual Meeting and any Membership Meeting, where voting may occur.

LEGAL ADVISOR: serve in an advisory capacity to the Board when needed.

FISCAL POLICIES
1.     Emergency Fund. There shall be $50,000 in the Community Trust Fund earmarked as an Emergency Fund. This amount of money shall be available annually to fund community needs of immediate importance (i.e. emergencies or natural disasters). Disbursements from this fund require only Executive Com- mittee approval. If time and circumstances permit, the Board and membership shall be consulted prior to disbursement. The membership shall be apprised of disbursements from the Emer- gency Fund in the weekly eblasts or the newsletter.

2.     Community Trust Fund Account. There shall be an

interest bearing Community Trust Fund account into which will be deposited all undesignated monies received in the form of contributions and all profits received from fundraising events. Each year all funds over the Emergency Fund amount in the

Community Trust Fund will be available, but not required to be spent, for grants in the following year.

3.     Endowment Fund. All funds that are contributed for an en- dowment shall be held in a separate account designated as the Endowment Fund.

4.     Contracts. All contracts, leases and documents shall be signed by the President and one other officer.

5.     Committee Expenditures. Requests for unbudgeted expendi- tures to the operating budget shall be submitted to the Board for approval. All unbudgeted operating expenditures of more than two thousand dollars ($2,000) shall be submitted to the membership for approval and adopted by a majority of the votes cast.

6.     Audits. An internal audit shall be conducted annually and an external audit shall be performed every five years.

7.     Insurance. The Club shall maintain general liability and direc- tors and officers insurance.

8.     Checks. Checks for budgeted expenditures and events shall require one signature. Checks for unbudgeted expenditures of more than $500 shall require two signatures

9.     Bonding. The Treasurer and Treasurer-Elect shall be bonded.

10.  Expenses. Any purchases or expenses made by members must have receipts to explain them.

11.    Gift Acceptance Guidelines
12.    The League Club solicits and accepts gifts that are consistent with its mission.

13.    Donations will generally be accepted from individuals, part- nerships, corporations, foundations, government agencies, or other entities, without limitations.

c.           In the course of its regular fundraising activities, The League Club will accept donations of money, real property, personal property, publicly traded securities and in-kind services.

d.          Gifts of publicly traded securities will be sold immediately upon receipt.

e. Certain types of gifts should be reviewed prior to accep- tance due to the special liabilities they may pose for The League Club. Examples of gifts that may be subject to review include gifts of real property and gifts of personal property.

f.    Decisions to solicit and /or accept gifts will be made by the Development Committee in consultation with the Executive Committee of the Board as needed. The primary consider- ation will be the impacts of the gift on The League Club.

These Standing Rules were adopted the 3rd of June, 2020

Amended the 6th of April, 2011
Amended the 2nd of November, 2011
Amended the 7th of December, 2011
Amended the 4th of April, 2012
Amended the 2nd of May, 2012
Amended the 4th of April, 2013
Amended the 4th of September, 2013
Amended the 15th of January, 2014
Amended the 4th of June, 2014
Amended the 3rd of December, 2014
Amended the 2nd of December, 2015
Amended the 3rd of February, 2016
Amended the 7th of September, 2016
Amended the 1st of December, 2016
Amended the 4th of January, 2017
Amended the 4th of October, 2017
Amended the 14th of March, 2018
Amended the 3rd of April, 2019
Amended the 3rd of June, 2020
Amended the 6th of June 2021
Amended the 3rd of February 2021
Amended the 3rd of March 2021