Krewe of St. Andrews, Inc.

Official Bylaws

Adopted September 9, 2020

ARTICLE I

THE CORPORATION

Section 1. Identity

These are the Bylaws of Krewe of St. Andrews, Inc., a not-for-profit corporation organized under the laws of the State of Florida pursuant to Chapter 617, Florida Statutes.

Section 2. Principal Office

The principal office of the Corporation shall be located at:
1561½ Chandler Avenue
Panama City, Florida 32405
Bay County, Florida

The Board of Directors may designate additional offices as required.

ARTICLE II

MEMBERS

Section 1. Membership

Membership is open to all persons over twenty-one (21) years of age who are interested in furthering the purposes of the Corporation.

To be eligible:

• Member must be in good standing

• Must attend a quorum

• Must pay 100% of dues

• After initial joining, dues may be paid in installments (3)

• Member must not owe more than one installment

Section 2. Manner of Admission

Applicants must:

• Be sponsored by a member in good standing

• Be approved by a majority vote of the Board

Section 3. Special Meetings

Special meetings may be called by:

• The President

• A majority of the Board

• Members holding 1/4 of voting power (written request)

Purpose must be stated in the notice.

Section 4. Place of Meeting

Meetings shall be held at the principal office unless otherwise designated.

Section 5. Notice of Meeting

Written or printed notice must state:

• Place

• Day

• Hour

• Purpose (if special meeting)

Notice may be mailed or delivered.

Section 6. Fixing Record Date

Board may fix a record date for determining voting eligibility.

Section 7. Voting Lists

A complete list of members entitled to vote shall be prepared at least 10 days before meeting.

Section 8. Majority Vote

Unless otherwise required, a majority vote at a meeting where quorum is present shall be the act of the Members.

Section 9. Proxies

Members may vote by written proxy, filed with the Secretary.

General purpose proxies are not allowed.

Section 10. Voting Rights

Each member in good standing shall be entitled to one (1) vote. Votes are not cumulative.

Section 11. Informal Action by Members

Actions may be taken without a meeting if written consent is signed by members holding at least the minimum number of votes required.

ARTICLE III

BOARD OF DIRECTORS

Section 1. General Powers

Business and affairs of the Corporation shall be managed by the Board.

Section 2. Number and Qualifications

Board shall consist of at least three (3) but no more than seven (7) directors.

Directors must:

• Be 21 years of age

• Be members in good standing

Section 3. Nomination

Nomination committee appointed by President.

Section 4. Election of Directors

Directors elected annually by plurality vote.

No cumulative voting.

Section 5. Regular Meetings

Held immediately after annual meeting.

Additional meetings may be scheduled.

Section 6. Special Meetings

Called by President or four directors.

48-hour notice required.

Section 7. Quorum

Majority of directors constitutes quorum.

Section 8. Action Without Meeting

Written consent signed by all directors permitted.

Section 9. Vacancies

Filled by remaining directors.

Section 10. Compensation

Directors receive no compensation other than expense reimbursement.

Section 11. Committees

Board may establish committees by resolution.

Section 12. Resignations

Director may resign in writing.

Three unexcused absences = deemed resignation.

Section 13. Removal

Director may be removed by majority vote of members.

Section 14. Telephone Meetings

Permitted if all participants can hear each other.

ARTICLE IV

ELECTION, DUTIES, AND TERM OF BOARD MEMBERS

Board terms:

• Two-year terms

• Staggered for continuity

President & Vice President elected by general membership.

Vice President becomes President upon term completion or vacancy.

Officers:

• President

• Vice President

• Secretary

• Treasurer

Officers receive no compensation other than reimbursement.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

• Board may authorize contracts

• No loans unless authorized by Board resolution

• No loans to Directors or Officers

• Funds deposited in Board-approved institutions

• President may execute proxies

ARTICLE VI

BOOKS AND RECORDS

Corporation shall maintain:

• Accurate books and records

• List of members entitled to vote

• Articles and Bylaws at principal office

ARTICLE VII

KING, QUEEN AND COURT ELECTION & THEME SELECTION

Election of Court

Held annually at annual meeting.

Nominating Committee oversees election.

Ballots counted by non-affiliated entity.

Theme Selection

Members running for King or Queen must submit theme suggestion.

Results announced at annual meeting subject to board approval.

ARTICLE VIII

SEAL

Corporation shall provide a corporate seal.

ARTICLE IX

WAIVER OF NOTICE

Written waiver equivalent to formal notice.

ARTICLE X

CONDUCT OF MEETINGS

Meetings conducted under most recent edition of Robert’s Rules of Order.

ARTICLE XI

INDEMNIFICATION

Corporation shall indemnify directors, officers, employees, and agents:

• For claims arising from official duties

• For legal expenses

• Except in cases of:

  • Criminal violations

  • Improper personal benefit

  • Willful misconduct

Dated: September 9, 2020

Krewe of St. Andrews, Inc.
Thomas A. Bowdin, President