GOOD TIME PRESERVATION SOCIETY
BY-LAWS
Approved by vote of the Board of Directors December 3, 2023
BYLAWS OF THE “GOOD TIME PRESERVATION SOCIETY”
I. NAME
The name of the organization shall be “GOOD TIME PRESERVATION SOCIETY” hereafter referred to as “the Club”.
II. PURPOSE
The GOOD TIME PRESERVATION SOCIETY NFP, is organized as a Virginia not for profit corporation
and is organized exclusively for charitable, educational, and scientific purposes, within the meaning of Section 50l(c)(7) of the Internal Revenue Code. The specific and primary purposes and mission for which the Corporation is organized shall be to offer an organization for like-minded individuals that is dedicated to good music, goodwill, good people and good times. The purposes of the Corporation, as stated in the Articles of Incorporation and Article II of these Bylaws, may be altered or amended at the annual meeting of the Board of Directors by the unanimous vote of all of the Directors.
III. AFFILIATION
The Club shall be not be affiliated with any other organization unless the bylaws are amended by a unanimous vote of the Board of Directors to allow such affiliation.
IV. MEMBERSHIP
Membership in the Club will be on an annual basis for the fiscal year the payment was received. In any case all dues for the current year must be paid in full prior to the annual meeting to be able to attend the annual meeting event. Anyone can join the Club without regard to race, creed, color, national origin, gender, sexual orientation, physical condition, or age (minors or underage persons may be excluded from membership/participation in certain events at the discretion of club/event leadership). Individuals, families, and groups who wish to participate in the activities of
this organization shall submit dues annually, complete an annual application for membership, which includes agreeing to follow the Club’s code of conduct, and sign a waiver of liability for participation in all Club activities.
The Club’s code of conduct for meetings and events is below:
Strictly adhere to the Club’s code of conduct guidelines
Be encouraging and supportive to your fellow members
Talk to a member of the Board of Directors if you have questions or concerns.
No foul, abusive, or threatening language
Don't be a jerk.
Don't be hateful.
Don't be unkind.
Don't pout.
Don't litter.
Don't judge.
Don't steal.
Don't puke (if you can help it).
Don't make a mess you don't intend to clean up
Make sure you clean up your mess (even if you didn’t intend to make it).
Don't ruin someone else's good time.
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In the unfortunate event that a member chooses to ignore or break the code of conduct for the club to the extreme they cause harm to everyone’s good time and they must be removed from the club, the following rule shall apply: * A member may be expelled (without the ability of recourse) from the society by a three-quarters [3/4] vote of the club’s current members.
The Club shall maintain the following membership types:
1. Individual membership. Eligibility includes any person who completes an annual application for membership, follows the Club’s code of conduct, signs a waiver of liability for participation in all Club activities, and pays membership dues within the allotted timeframe.
The Club can institute additional types of membership as necessary through a majority vote of the Board. Additional types of membership could include but are not limited to family, youth, corporate, and honorary.
V. DUES
The annual dues rate for the Club membership will be set on an annual basis by the Board and shared with the membership as part of the regular join and renew process for the Club. Dues shall be for the club’s physical year and shall not be prorated.
VI. MEETING OF THE MEMBERSHIP
The members of the Club shall convene for an annual meeting at a date and time established by the Board of Directors. The Club’s fiscal year runs from January 1st through December 31st of each year. Quarterly meetings, inclusive of the annual meeting, may be held but are not required unless a majority vote of the board establishes additional meetings. Quorum at the annual meeting shall be 51 % of the members. The annual meeting shall establish the dues, general budget, Club election results, and voting process for the following year. All things brought for discussion and vote before the members shall be presented in a very quick and efficient manner.
VII. BOARD MEMBERS AND ELECTIONS
The general membership elects the following Board of Directors every five (5) years: Chairman, Vice Chairman, Secretary and Treasurer. Additional Board Members shall serve as “Board Coordinators,” the number and responsibilities of which shall be established by a majority approval of the current Board on an annual basis at the last quarterly meeting of the previous fiscal year. Board Coordinators shall be elected by the Board of Directors.
A. Board Responsibilities. The board is the governing authority and has total oversight over the management of the Club’s affairs. It carries out all the objectives and purposes for which the Club is organized. This general mandate includes, but is not limited to, setting Club policy, establishing rules, codes of conduct, financial oversight, strategic planning, fundraising, legal oversight, determining and monitoring the Club’s programs and services, elevating the Club’s public image, and hiring of any employees or independent contractors.
B. Board of Directors Members and Duties:
1. Chairman – The Chairman is responsible for serving as the general spokesperson for the Club and leading the organization and operations of regular Club activities including, but not limited to or specifically requiring: assisting with special events, supporting the Membership Coordinator in recruiting and responding to inquiries from interested members, supporting the Marketing Coordinator with social media and communications efforts, supporting the Grounds/Events Coordinator with event planning and events grounds preparation or maintenance, planning and convening and presiding over regularly scheduled Board meetings, representing the Club in all aspects, appointing committees, and overseeing the work of the other Board Members.
2. Vice-Chairman – The Vice Chairman is responsible for assisting with regular club activities, including but not limited to or specifically requiring: special events, and social media and communications efforts; and assuming the duties of the Chairman in the event of resignation, absence, or incapacity of the Chairman. The Vice Chairman may also chair special committees as designated by the Board.
3. Treasurer – The Treasurer is responsible for preparing the annual Club budget and financial forecasting; managing and safeguarding the bank deposits; anticipating and reporting financial problems; managing Club payments and expenses; helping to develop fundraising plans; ensuring federal, state, and local reporting takes place as necessary; and making reasonable financial information available to Board members and the public upon request.
4. Secretary – The Secretary shall record all meeting minutes. Prepare written communications regarding voting, policy, and meeting minutes.
C. Eligibility:
All Board Members must be dues-paying members of the organization and in good standing. Board
members are expected to attend the annual and quarterly meetings as scheduled.
D. Term of Office:
Term of office shall be five years (60 months), beginning at the close of the annual membership
meeting. The Chairman will appoint any board seat vacated during a term, with simple majority approval by the remaining Board within 60 days of resignation of the seat. Appointed terms will end with the term of the seat, which is at the close of the annual membership meeting.
E. Elections:
All Board Members shall be elected by a majority vote of the participating Club membership. The Board of Directors shall reserve the right to vote on business and conduct Board Member elections via electronic vote. Only the Chairman shall have the authority to call for an electronic vote, establish the guidelines for that vote, and extend the period of that vote in the event of unforeseen circumstances. All electronic voting opportunities shall be available to the membership for a minimum of one week. Proxy voting will not be available.
F. Procedural requirements:
Parliamentary procedure will be carried on at meetings, and every effort will be made to
discuss any measures coming before the group in a quick and efficient manner. A majority vote of the Board Members present at the quarterly and annual meetings is necessary to pass ordinary measures. All measures shall be deemed ordinary except those proposing a bylaw amendment and removal of a Board Member before the end of Term of Office. Removal of a Board Member before the end of Term of Office for any purpose shall require a three- quarters [3/4] of the members approval of the Board of Directors. Except for the Board of Directors, a Board position may remain vacant if none of the membership decides to run for said Board position during the election of the Board.
The vacant position may be appointed by the Board by majority approval of all Board members, or the duties of the position may be distributed among the active Board members. A quorum at quarterly meetings shall consist of a simple majority of the Board of Directors. No official meeting shall be held unless a quorum is present.
VIII. COMMITTEES & TASK FORCES
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The Board has the authority to create committees and task forces, appoint members to those committees and task forces, and dissolve committees and task forces as it deems appropriate to carry out the purpose of the Club. The Board will define the duties and deliverables for all committees and task forces and outline the performance expectations for all members of a committee or task force. All committee and task force members serve for one year minimum or a term as defined by the Board. The
Board has oversight duties with regard to the final rejection or
acceptance of the actions of a committee or task force.
IX. FINANCES
The Board establishes an annual operating budget and sets membership dues and event entry fees to support the budget. The Board may authorize the Chairman and/or any officer or director to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Club with approval of the Board majority. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Club are signed by authorized officers or employees and in accordance with policies and procedures adopted by the Board. All monies for the Club are deposited to the credit of the Club in banks that are members of or whose deposits are insured by the Federal Deposit Insurance Corporation or other government insurance agency. No Club funds may be deposited in the personal account of a member of the Board. The treasurer reviews the status of the general fund at least quarterly. At the same time, he/she reviews a forecast of estimated deposits and disbursements for the succeeding quarters. If the Chairman and the Treasurer determine that the balance of general funds exceeds the amount required for routine operating expenses, then the excess funds may be invested as authorized by the Board following a vote as outlined in Procedural
Requirements (VII.F.).
X. SAVINGS CLAUSE
Failure of literal or complete compliance with provisions of the bylaws with respect to dates, times, and notices, or the sending or receipt of the same, or errors in phraseology of notice of proposal, do not invalidate the actions or proceedings of the members at any meeting, as long as the members judge (by majority vote) that no substantial injury to the rights of members has occurred or any injury to the rights of a member was not purposefully created.
XI. TAX STATUS AND DISSOLUTION
No part of the net earnings of the Club inures to the benefit of, or is distributable to, its members, trustees, officers, or other private persons; except that the Club may pay reasonable compensation for services rendered and may make payments and distributions in furtherance of the purposes set forth in Article II. Earnings of the club are allowed to be used for expenses incurred in all club meetings including, but not limited to, the annual club meeting, scheduled quarterly club or board meetings and an annual planning meeting for the following years annual club meeting/event. No substantial part of the Club’s activities can be the carrying on of propaganda or otherwise attempting to influence
legislation. The Club may not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office.
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Regardless of any other provision of these articles, the Club may not carry on any other activities not permitted to be carried on by a corporation (a) that is exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code or (b) contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Upon dissolution of the Club, the funds in the treasury, after all creditors have been paid, shall be donated to a 501(c)(3) organization with a purpose to provide assistance to needy children in the club’s region.
XII. AMENDMENTS TO THESE BYLAWS
These bylaws may be amended by the Board (by three-quarters [3/4] vote of the entire Board) voting in a regular or special electronic vote called for by the Chairman, as follows: (a) a proposed amendment must be submitted in writing to the Club Chairman; (b) the Board, by majority vote, determines its position for, against, or for with a recommended change at the next quarterly meeting; and (c) the Board returns the proposal along with its position in the notice of the regular or special electronic vote. The electronic vote shall be opened within two months of the
quarterly meeting at which it was discussed. In emergency or extraordinary situations, as defined by the Board, the Board (by three-quarters [3/4] vote of the entire Board) may determine its position on a proposed amendment for, against, or for with a recommended change before the next quarterly meeting. The Chairman may also call for a special electronic vote immediately following the
Board’s determination. In such emergency cases the Board must communicate the proposed amendment and Board position to the membership at the opening time of the special electronic vote.
An amendment becomes effective upon adoption, unless another date is specified as part of the amendment. The Board may renumber, revise, codify, and correct any provision in these bylaws, and in the rules, policies, procedures, to eliminate errors, to correct spelling and grammar, to provide consistent numbering, and to bring about proper order and sequence, but in so doing it may not change the meaning of any provision.
XIII. INDEMNIFICATION/HOLD HARMLESS
Joining the club suggests and applies that members shall hold harmless, defend and indemnify the club’s founders, it’s board of directors, other members, owners of property (both real and personal) where members are invited or meetings are held against all claims arising in respect of any accident, injury, death, sickness or ill-health caused to or suffered by the member, their family or guests as a result of performance or non-performance of this Agreement.
XIV. COMPLETENESS
In no way do these bylaws suggest their completeness to address all events and issues that may arise from having such a club involving human beings. The Good Time Preservation Society was founded to have a good time, not write rules and regulations. Joining the club suggests and applies that members are just here for the social aspect of the club and to have a good time. With no further business, these are the bylaws of the Good Time Preservation Society.