One of the things that will have to be decided upon (and fairly soon as this goes into our by-laws) will be the form of management that our club will need to operate within. Key to this is how the Board of Directors is setup. Here is a quick suggestion for discussion purposes:

President
Vice President
Secretary/Treasurer
6 District Directors (elected by members in each district)

All would be elected for two year terms. The point of the district directors is to ensure that one area of the state does not dominate the BOD.

 

sounds good me

what are the districts??

 

Make sure everyone understands the difference between Officers and Board of Directors. Officers (Prez, Vice-prez, Sec, Trea, etc) only have the authority to perform the duties set forth in the bylaws or whats prescribed by the Directors. In contrast, ALL the powers of a Florida not-for-profit must be exercised by or under the authority of the Board of Directors.

As a note, there must be at least three Directors and all Directors must be 18+ years old.

The Articles of Incorporation and Bylaws will discuss most of these things

There are a multitude of things that need to be addressed and I'll be sure to get with Neff to get things going there. But we do need to begin discussing how things will run. I like the idea of divisions

We also need to discuss classes of membership. We can have different classes of membership based on whatever. We will need to discuss voting powers.

Somehow, I think another trip to Orlando may be in my future

 

g8tor20,

Cannot the Officers of the association also be members of the Board of Directors and have a vote? I thought they could, that is why I set it up for a total of 9.

 

Yes, we already have the officers setup...we do need the directors though and need to know if an officer can be a director or if he/she already is one.

After these are answered i will make my nominations

 

I just had to review the by-laws for the Raymond James Optimist Club (http://www.rjoc.com) since I am serving as RJOC president this year and as part of Optimist International (OI). The IRS is now allowing all OI clubs to be 501c3 and 501c4 organizations. We had to amend our by-laws which required a lot of reading and comparing on my part. I'd be happy to work on the by-laws for the Florida G35 Club.

 

Yes..Officers can also be Directors. Just wanted to layout the duties are different. I'll edit my post above as to not cause confusion.

 

well obviously i think Todd should be the Orlando director and Dan should be the Tampa director.

Jax has some hardworking members one of which i would like to nominate but i couldnt find his name anywhere on the member list

and Miami im not sure about yet

 

One thing I want is to have the directors APPOINTED. This will be MUCH EASIER to work with. Let's say someone sells their G and wants out of the club, we'd have to schedule a meeting, send out meeting notices, hold a quorum and go through a bunch of steps (reads a lot of wasted time and money) just to find a suitable replacement. If the person can be appointed, we can have the President and the other BOD members choose the next person to fill in. We could choose someone who has been the most involved person in the club and someone who has the clubs best interests in mind.

Have you ever gotten a letter from a firm that holds an IRA or mutual fund that you own? You know the one that asks you to vote for people who you don't know or have no idea as to what they've really done? I hate that!!!

If people are appointed it keeps the politics to a minimum and this is really important to me. I spend enough of my free time with this club. The last thing I want is conflict.

Also, IMO, the fewer directors the better. I was thinking of having 3 officers (who are all directors) and 2 additional directors; one director in NFL and one director in SFL. This way we are 5 people strong (which presently means that 13% of the people in the club are involved in all decision making).

In the future, it may be best to run ideas like this one past me before posting them in public. Too many people have ideas w/o having all of the facts and this only leads to confusion, misunderstanding and frustration for yours truly.

Example, if we had 9 board members (out of the present 38 club members) that would equate to ~25% of the people presently in the club having to be involved in the "club politics". What fun would that be? Heck I don't even want a BOD, but apparently we must have one. The only way I'd go for a 9 member BOD is if Tony takes the club over from here and I can simply just pay my dues and attend meets. That's all I really wanted to do from the start, but in order for me to not be "liable" for bad things which "might happen" we have to set up a corporation and get liability insurance, etc... This whole "legal process" is just my attempt to remove liability from myself and other club members. I don't want this to be a big issue, that's why it's better to talk with me offline about these things.

Just the fact that I'm setting this club up as a not for profit corporation (instead of a for profit s-corp) shows that I honestly have the clubs best interest at heart.

 

Sorry if I am getting too far ahead.

Please keep in mind that for many small non-profits, the role of the BOD goes far beyond the liability control aspect. It is the policy making and implementation body that serves as the decision point for what day-to-day activities the group will participate in and how that participation is actually implemented.

In addition, most small non-profit BOD’s have a strong social aspect that, by its very nature, encourages and recognizes participation of the groups more active members. Limiting the BOD to a very small size limits this social aspect.

In establishing the Bylaws remember to keep it simple. Just because a BOD member resigns does not mean that a whole new election has to be held. The Bylaws can be crafted to allow the remaining members of the BOD to appoint a member until the next election. (I don't think you will be able to get away from elections completely.) I am sure G8tor20 can provide the guidance for these aspects.

I'll step out and let you work all this out with G8tor20. It appears that you both have well in hand and are thinking about all of the details.

PS Neff, thanks for your kind offer of President, but I will have to decline.

 

FLFIRE,,

By no means do I think you should "step out". You seem experienced and knowledgeable in this arena and I encourage you to play a role in this. I'm gonna be working with Neff on this offline, however, that doesn't mean we can't use you. You may bring ideas to the table that I (or anyone else) have overlooked. I think its important we draft the best bylaws now to avoid having to amend it in the future. It'll probably be best if we meet (with Neff) sometime soon and begin to figure out how things will run.

Jason

 

Boy was I going to get off easy had you answered differently.

This club is totally worth all of the effort to me, again, I just want to keep the corporation side of things as painless as possible... as I sit here with a 100.7 degree fever and a trash pail in my lap. Darn scarcity of flu virus shots.

 

Oh no, I better log off. I don't want to catch one of those computer viruses from you.

 

We should have South Florida ( WPB, Boca, FLL, Miami, Keys, Naples ) Central Florida ( Melbourne, Orlando, Ocala, Tampa, St pete area ) and then North Florida ( Jacksonville ) WEst Florida ( Talli, Pensacola ) Disctrict Leaders. I say 2-3 per area.

 

as far as divisions go ill leave that to neff and the legal people to decide.

thanks wes for the nomination. whatever i can do to help just let me know.