Panama City Parrot Head Club, Inc. (PCPHC)

By-Laws

Effective October 2008

Article I: General

A. This organization will be called the Panama City Parrot Head Club, Inc.

B. Panama City Parrot Head Club, Inc is a not for profit Florida Corp, whose purpose is to assist in community and environmental concerns and provides social activities for people that are interested in the music and life styles of Jimmy Buffett.

Article II: Membership

A. Membership in the Panama City Parrot Head Club, Inc, a Non-discriminatory club, shall be open to any one meeting the membership requirements specified in Article II, Section B.

B. Membership requirements shall be as follows:

1. A member shall pay dues according to a schedule set and

approved by a majority vote of the Board of Directors prior to

July 1 of each year.

2. The person must have an interest in Jimmy Buffett’s music.

3. The person must have an interest in community service and

Environmental Concerns.

4. The person must have a commitment toward the success of

achieving the goals of the organization.

5. All Members attending any club function will be held

accountable for their actions.

6. Members are encouraged to create a PHun Name, these names

should reflect the Jimmy Buffett ideals and may not be obscene

or profane or may not be reproduced on any items that contains

the Panama City Parrot Head, Inc Logo.
7. Member in good standing is defined as a member who is Paid in Full and
not currently under “Code of Conduct” violation.

C. Payment of Dues

1. Payment of dues will be made annually, based upon the member’s join date.

2. By a majority of vote, the Board of Directors can waive, reduce or extend the deadline for payment of dues for any member. Requests for such provisions must be submitted in writing to either Member at Large within 30 days of his/her anniversary date.

D. Refund of Dues

1. Refunds of dues are only made with a majority vote of the Board

of Directors.

2. Any person(s) wishing to terminate his/her membership between

Their renewal dates will not be refunded any portion of his/her dues

without a majority vote of the Board of Directors.

3. Any person who hasn’t paid dues by their renewal date will be

considered to have terminated his membership and payment of

dues will reinstate his membership under a new anniversary date.

4. For members not renewing by their renewal month will

change to the current date of renewal. All previous points and

seniority (if applicable) will be lost.

E. Code of Conduct and Revocation of Membership

1. Any member who has been found to have committed any of the acts

     that are listed below may lose their status as “Member in Good Standing”
                and will be counseled by one of the BOD Members at Large. If the acts
                continue, his/her membership can be revoked by a unanimous vote of the
                BOD at any time after that if that member is found to have committed any
                of the following acts misfeasance, malfeasance, misrepresentation,

fraud, misuse of the club’s assets (including membership roster),

or any other act which the BOD deems to be detrimental to the

reputation or well being of the Panama City Parrot Head Club, Inc

The preceding may also be used as reasons for denial of

membership to any potential member. Refund of prorated dues

will also be determined by a majority vote of the BOD, but are

not mandatory.

ARTICLE III: OFFICERS AND ADMINISTRATION

1. All elected and appointed members of the Board of Directors must be current members in good standing of the organization.

2. The organization will be managed and operated by the Board of Directors, composed of a President, Vice President, Secretary, Treasurer, and 2 Members-at-Large. The Board of Directors will herein be referred to as the Board of Directors, BOD or Board.

3. The Board of Directors will meet at least quarterly and the President can convene additional meetings at his/her discretion.

4. The quorum shall consist for any meeting of two-thirds members of the Full Board of Directors.

5. All members of the Board of Directors will be entitled to vote on all matters of administration unless otherwise specified in the by-laws. A majority vote is required to adopt any motion introduced at the Board of Directors meeting. In the case that any Board Member holds 2 or more positions on the Board that Board Member will still only have 1 Vote, no individual Board Member will be allowed more than 1 Vote. The President shall break a tie vote.

6. Membership Chairman shall make sure Membership list is updated and sent one week following a meeting. List shall be sent to the President and Treasurer

7. Officers must attend a minimum of 80% of the board meetings, club meetings, fundraisers and not miss more than 2 consecutive board meetings.

8. Susanna Russell will be recognized as the Founder of the Panama City Parrot Head Club, Inc.

9. No person who is elected or appointed to the Board of Directors may serve concurrently with any other Board Member who is related to the electee or appointee by marriage…civil union….thru a “significant other” relationship….a blood relative closer than a second cousin.
This provision is intended to prohibit the concurrent Board service of parents with their adult children…siblings with each other….first cousins with each other and spouses with each other…..regardless of whether such relationship was created through marriage…civil union or informally through the consent of two adults. In the event that current BOD members enter into one of the above stated relationships, the BOD will decide by majority vote, which of the two BOD members shall be removed.

ARTICLE IV: PERIOD OF SERVICE

A. TERMS OF OFFICE

The Board of Directors members of this organization shall begin with the election of 2008 to observe a 2 year staggered process of election and fulfillment of term of office..The offices of Vice President, Secretary …and Member at Large (A) positions will be for a two (2) year term .The current President , Treasurer….and Member at Large (B) positions will hold their respective positions until 2009 election and then that term will be also be for two (2) years. This will promote continuity in the Board of Directors. Subsequent Elections for Vice President…Secretary and Member at Large (A) shall be on even years and election of President, Treasurer and Member at Large (B) shall be on odd years. All terms of service will expire on July 31 of the appropriate year. Applicant must be an active member for 3 months and must respond to questions related to conviction or violation of laws as pertains to Charitable Organizations…per the Fla. Dept. of Consumer Affairs Solicitation of Contributions Statement…Chapter 496 Florida Statues.

ARTICLE V: OFFICERS AND DUTIES

A. President

1. The President shall be the Chief Board Officer and responsible for the liaison with PHIP, other local groups and any other organization with which the club wishes to communicate.

2. The President shall preside over all meetings of the Board of Directors.

3. The President shall form all committees and appoint all committee chairman and any other appointive officers with the approval of a majority vote of the Board of Directors and shall make any other appointments deemed necessary by that body

4. In the event that the Board between scheduled meetings must decide any business, the President may conduct a meeting by telephone or e-mail of each member of the Board, with each individually, or as a group. Regular quorum rules apply with each voting member considered present.

5. In the event that a matter requires that a vote be taken via telephone, the President will contact each Board member and will be responsible for reporting the results of the vote, complete with each Board member’s vote to the Secretary.

6. President is responsible for providing all door prizes for Monthly Meetings.

B. Vice President

1. The Vice President shall assist the President in administrating the business of the organization and shall preside in the absence of the President and shall succeed to the term of President if the President is unable to serve out the term.

2. The Vice President shall oversee the planning and implementation of group activities.

3. The Vice President shall be responsible to locate and schedule the PHlocking socials each month.

C. Secretary

1. The Secretary shall keep minutes of all the Board of Directors Meetings.

2. The Secretary shall furnish copies of the minutes to all Board of Directors members, appointed officers and to others designated by the Board of Directors or the President one week following the board meeting.

3. The Secretary shall respond or correspond with other groups or individuals as requested by the Board of Directors or President.

4. The Secretary is responsible for overseeing the creation and distribution of the e-mails if it is not already the responsibility of Vice President.

5. Upon leaving office, the Secretary shall pass on all materials,

books, notes, and records for the present and prior years, in good

condition, to the succeeding Secretary.

7. Shall provide a sign-in sheet for every community service

function and retain with secretarial records.

8.   Shall receive from the committee heads and records the names of those who
      participated in volunteer and social activities if it is not being handled by the
      Membership Chairman.

9. Shall provide an agenda for all Business Meetings 5 days prior to

The Meeting.

D. Treasurer

1. The Treasurer shall assume the responsibility for the financial matters of the group to include paying all bills and maintaining the checking account.

2. The Treasurer shall attend Board of Directors meetings and have a report of the organization ready for examination by any member of the Board of Directors upon request.

3. The Treasurer shall present books annually for inspection by a member of the Board of Directors appointed by the President

4. Shall file all official tax or financial papers including Incorporation Papers on an annual or “as needed” basis in compliance with federal, state and local laws.

5. Upon leaving office, the Treasurer shall pass on, for the present and prior years, all funds, records and books in good order to the succeeding Treasurer including all documentation for changing Bank Signature cards.

6. Treasurer should track all membership dues by name.

7. Treasurer will provide to the President a copy of all checks paid to Charities and
Scholarships Quarterly.

E. Members at Large

1. It is the responsibility of the Members at Large to attend the BOD

Meeting and to present in good faith the issues and concerns of

members of the organization who are not members of the BOD.

2. A Member at Large may accept a request by the Board of

Directors or the President to serve as its special agent in specific

matters.

3. Members at large will have a vote in any Board of Directors decision.

4. Members at Large are the Point of Contact between the BOD and the Membership including Agenda Items
5. Shall act as liaison between members and the Board and present in good faith the issues and concerns of members of the organization

ARTICLE VI: APPOINTIVE CHAIRPERSON

1. The President can select any necessary committee chairman from the membership at large subject to approval of a majority vote of the BOD to serve in committee positions which the board has created.

2. No appointed chairman will have a vote in any BOD decision.

3. The tasks of the appointed chairman and his/her committee will be defined by the Board of Directors.

4. Committee members serve at the discretion of the committee chairperson in charge of that committee.

5. The committee chairman's terms of office will be determined by the Board of Directors.

6. The appointed chairman may be removed by a 2/3 vote of the Board of Directors.

7. The appointed chairman may appoint his/her own committee members except for the BOD elections committee.
8. NO appointed chairman or committee may negotiate or enter into any contractual agreements on behalf of Panama City Parrot Head, Inc. without Board of Directors approval.

9. The appointed committees may include the following:

Historian/Scrapbook                 Newsletter Editor
Membership                             Public Relations
Special Events/Travel Coordinator   Community & Social Events

Web-Site Coordinator Merchandise Committee

Point System Fund Raising Committee

Parade Photographer

A. Membership Chairperson

Shall be responsible for welcoming new members, including a personal welcome by phone or e-mail and in person at their first event

1. Shall notify members of the renewal anniversary of their memberships by sending them an e-mail or letter with an application attached no later than the last day of the month prior to their anniversary month.

2. Shall provide manpower to man membership tables with knowledgeable and enthusiastic members at designated events.

3. Shall provide copy of bylaws and any other pertinent information needed by a new member and record member received it.

B. Newsletter Editor

Vice-President ..Shall be responsible for Monthly Newsletter and reporting to BOD.

C. Merchandise Chair

1. Responsible for maintaining Merchandise Variety and presenting New Products and Cost to the BOD.

2. Inventory of Merchandise

3. Shall provide manpower to man the merchandise tables with knowledgeable and enthusiastic members at designated events.

D. Web-Site Coordinator

1. Responsibility includes keeping the information on the Web Page current and submitting any major changes on any of the pages for approval to the BOD via E-mail.

2. Adding pictures to the photo gallery.

3. Getting needed information from contributing Members.

4. Reporting Web Site Problems to the BOD.

5. Web site coordinator shall furnish the “PASSWORD” for the site to the President.

ARTICLE VII: MEETINGS

1. A general business meeting will be held annually at the March Monthly Membership meeting. This business meeting shall be communicated to the general membership through e-mail 30 days prior to the event.

2. All Board of Directors meetings are open to all members of the organization but only Board of Directors members can vote at Board of Directors meetings.

3. If no business meeting or Open Board Meeting has been called for 12 consecutive months, any member may call a special business meeting by sending a written notice to either Member at Large.

4. Proxy

a. Any member of the Board of Directors who cannot attend a scheduled Board of Directors meeting may provide for a written proxy to vote on his/her behalf.

b. No member of the Board of Directors will be allowed to vote in absentia through proxy unless the proxy is in writing and is carried to the meeting by the person selected as proxy.

ARTICLE VIII: ELECTIONS AND VOTING

A. Elections and Voting

1. No later than April 15 of each year, an “Election Officer” will be selected by the current BOD to serve as the individual who takes nominations and counts the votes for the board members. This individual will not be a current member of the board nor will he or she be a current club leader or representative, but must be a member in good standing of the Panama City Parrot Head Club. The Election Officer cannot serve again in this position for 2 years.

2. On May 1^st the Election Officer will present at that time Job Description and solicit written nominations from the Membership, listing the candidate’s name, specific position they are seeking, phone number and e-mail address. The Candidate must be a Member in good standing and eligible for nomination. After the Candidates eligibility is confirmed by the Election Officer the Candidates Name, Acceptance of Nomination and Campaign letter should by submitted to the Board of Directors by the May, 20^th.

3. Each elected board member who wishes to continue on the board in his or her current capacity, if eligible, or in another position, must be nominated by another board member. He or she cannot nominate himself or herself.

4. The Board of Directors will then approve the list of eligible candidates to the Election Officers by May 25^th for distribution to the membership no later than June 1st.

5. Campaigning will be from June 1^st to the third Friday and must be done at a PCPHC, Inc. Event.

6. Ballots will be distributed to all members Third Saturday of June.

7. The Membership shall return the completed ballot to the Election Officer by 6:30 PM on July 10th. The Election Officer will then tabulate the votes and announce the winners by July 15^th.

8. In case of a tie vote, Winner will be determined by a coin toss.

9. Announcement of the Winners will be notified to the general Membership.

10. The current Board of Director tenure will continue through the end of the year, and will transfer leadership to the incoming Board of Directors at the July Board meeting, or no later than July 30th.

11. The Election Officer’s term expires at the close of election.

12. There shall be a joint meeting of both the outgoing and incoming BOD to transition the new officers not later than July 30^th.

13. The Board of Directors as a whole or in part will not endorse any

Candidate for any office in any arena.

14. For voting by mail, the ballot will contain the name and address to

which the ballot must be returned with a clear communication of the

deadline for voting.

15. The organization is not required to pay return postage on any ballots.

16. In recall elections, a minimum vote of ten percent of the membership

must be received in order to effect a recall. A simple majority of the ballots cast

will determine rejection or approval.

17. The Election Officer will report directly to the Treasurer.

B. Replacement of Members of the Board of Directors

1. If a member of the Board of Directors other than the President cannot fulfill his/her term of office, the President shall nominate a candidate for the position. The candidate must be approved by a majority vote of the Board of Directors.

2. Request for removal of any member of the Board of Directors can be made by any member upon presentation of a petition which describes the reason for removal. The petition must be signed by at least 25 members in good standing at the date on which the petition is presented to the President or the remaining BOD members.

3. The request for removal of any member of the BOD may be effected for any of the following reasons:

a. Mental or physical disability resulting in substantial inability to execute the duties of that office.

b. Malfeasance, misfeasance or nonfeasance of office.

ARTICLE IX: MISCELLANEOUS

1. Reimbursement of Expenses to any member who has incurred expenses on behalf of the organization must be accompanied by a written request for reimbursement to the Treasurer. Proper documentation including itemized receipts must be submitted for consideration.

2. Submission of officer’s receipts for reimbursement will be approved by the BOD except the officer will excuse him/herself during the discussion of reimbursement and will not vote on same.

3. Expenses in excess of $40 should be discussed in advance of payment to receive authorization from the BOD. With the exception of Budgeted Events approved by the BOD. The budget for Bands /Entertainment for Meetings has a $400.00 limit and PHlockings has a $200.00 limit without additional authorization.

4. Any property belonging to the organization shall not be used or consumed by any person without written consent of the BOD and approval by majority vote of same. The term “property” includes all property real or personal, tangible or intangible, which may be owned, created by or in the possession of the organization absent an overriding legally enforceable contract. The Panama City Parrot Head Club official Web Site will be owned and maintained by the Panama City Parrot Head Club along with and including any Passwords and Domain Names. It’s use can only be granted by a majority vote of the BOD.

5. The fiscal year for the Panama City Parrot Head Club shall begin on July 1 and end on June 30 of each year.

6. The President, Vice President and Treasurer are the authorized signatories of the organization’s bank account. At the discretion of the Treasurer the Secretary may be added as a signature. Each check will require two (2) signatures. In the event that the check is being issued to one of the signers of the checks the two (2) signatures will be from the remaining authorized signatories.

7. The following statement is to be added to each printed membership directory: “This directory is for the exclusive use of Panama City Parrot Head Club members. It is not to be utilized for any purpose not directly associated with the Panama City Parrot Head Club, nor is it to be released to other parties without the approval of the Board of Directors.” Any information obtained through membership (address, email address, phone number etc.) may be used by the BOD or appointed committee members for official PCPHC communications only.

8. All special events shall be budgeted to at least “break even.”

9. Concert ticket allocation will be determined by the Board of Directors

10. The terms Jimmy Buffett, Margaritaville, Parrot Head(s), Parrothead(s), Parrot Head Club, Parrothead Club and PHC are registered trademarks of Margaritaville Inc..

11. Use of mailing lists identifying club leaders or club members for solicitation purposes of any kind (including charitable) is strictly prohibited without prior written approval of the BOD. All communications to the General Membership must be addressed first to the BOD for approval within 24 hours before distribution.

12. No member, active, inactive or terminated, will have any rights to Parrot Heads in Paradise, Inc. or PCPHC logos, names or member lists. These privileges are for active BOD only. The PCPHC logo or name may not be reproduced or used in any fashion. These logos and names are reserved for official Parrot Head Club use ONLY.

13. All written solicitations for donations must include the following statement;

“This contribution can not be considered a deduction for Federal Income Tax Deduction."

ARTICLE X: AMENDMENT TO BY-LAWS

1. Amendments to these By-Laws may be proposed and deemed in force by a majority vote of the BOD. The amended By Laws must be dated and signed by the entire BOD. With the original being kept of file by the secretary.