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By-Laws Quarterback Club of

Fernandina Beach, Inc.



  • ARTICLE I CORPORATE PURPOSE


  • ARTICLE II MEMBERSHIP


  • ARTICLE III EXECUTIVE OFFICERS/EXECUTIVE BOARD


  • ARTICLE IV FINANCES


  • ARTICLE V MEETINGS


  • ARTICLE VI PROHIBITED ACTIVITIES


  • ARTICLE VII DEDICATION OF ASSETS


  • ARTICLE VIII MISCELLANEOUS



ARTICLE I - CORPORATE PURPOSE

Section 1


The corporation/organization/club shall be called The Quarterback Club, hereinafter called the "QB Club". The QB Club is a public benefit non-profit corporation organized and operated exclusively for charitable purposes. The object and purpose of the QB Club shall be to effectuate the educational and athletic purposes, foster principals of good sportsmanship and good citizenship for youth within the community by enhancing, promoting and providing support to the Fernandina Beach High School Football Program, though this corporation is not directly affiliated with Fernandina Beach High School.


Section 2


The QB Club is protected by a Conflict of Interest Policy, hereafter attached to these By-Laws. The purpose of the conflict of interest policy is to protect the QB Clubs interest when contemplating entering into transaction or arrangement that might benefit the private interest of an officer or director of the corporation or might result in a possible excess benefit transaction. The policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.


Section 3


The QB Club shall have full power and authority to collect, receive, hold and disburse funds for the general purpose of the Football Program, and to receive property by gift, donation, devise, bequest and otherwise.


Section 4


The QB Club shall be governed by these articles.



ARTICLE II - THE MEMBERSHIP


Section 1


The QB Club members shall consist of undergraduate, graduate, alumni, family and supporting friends, and every member shall enjoy equal rights and privilege based on their membership.


Section 2


The benefits of each level of membership will be voted on by the Executive Board and released each year with enrollment material.


Section 3


The membership dues of the Executive Board shall be the amount of the Membership Class they are apart of as long as that person is an active officer.


Section 4


Membership consists of a calendar year from August 15 thru August 14 of the following year. Members who attend at least fifty percent of the General Membership meetings, from the time of enrollment, shall be considered an �Active Member�.



ARTICLE III

EXECUTIVE OFFICERS /

EXECUTIVE BOARD


Section 1


The elected executive officers of the QB Club shall be described below. They are to be elected by a majority vote of the Active Membership. If no candidate for an office receives a majority vote, a runoff election shall be held between the top two candidates with the same vote.

Section 2

The President and Secretary positions shall be held for 3 years and all other positions will serve 2 years.


Section 3


The procedures for elections shall be as follows:


  • Electoral Process for Executive Officers will be completed January each year.
  • Each executive office candidate must be nominated by the members present.
  • The candidate will be given 1 week to accept the nomination.
  • Once nominations are closed, all active members will have 1 week to vote for the candidates.
  • Once voting is closed, the current Executive Board will meet, tally the votes, and announce the new executive officers.

Section 4


If an officer is unable to complete his/her term of office, the office will appointed by the Executive Board. The appointed Executive Officer will serve the remainder of the vacant position. After completion of term, the Office will be voted on as determined by the electoral process.


Section 5


The President shall preside at The QB Club meeting. He/she shall be the official Spokesperson for The QB Club outside of the Club and shall attempt to be a unifying force within The QB Club. The president shall meet all other requirements and perform all duties assigned to him/her elsewhere in these articles and at meetings. The President will ensure a notice is given to the local newspaper announcing Regular, Special and Board Meetings. The President shall maintain, in good order, all meeting minutes and copies of these By-laws. The President will ensure meeting minutes are forwarded to the Web Administrator. The President shall be responsible for all matters pertaining to Fund-Raisers. The President shall be responsible for ensuring QB Club meals are scheduled prior to August 15th. At the discretion of the Officer, a Committee may be formed to accomplish their task of responsibilities. The President shall serve as Chairman of the Executive Board and remain impartial. As Chairman of the Board, the President will cast a vote only to decide the outcome of a tied vote.


Section 6


The Vice-President shall assume the duties of the President in his/her absence. The Vice President shall fulfill those powers and duties delegated to him/her by the President. The Vice President shall be responsible for all matters pertaining to the Shrimp Festival. The Vice President shall serve as Manager of the QB Club Concession Stand. The Vice President shall serve on the Executive Board. At the discretion of the Officer, a Committee may be formed to accomplish their task of responsibilities.

Section 7


The Secretary shall handle the correspondence for The QB Club. The Secretary shall take and keep minutes of all the QB Club meetings. The Secretary will forward completed minutes to the President. The Secretary shall maintain the QB Club membership rolls, addresses for members, QB Club mailbox and other records and files of interest to The QB Club. The Secretary shall be responsible for ensuring pre-game meals are provided for the football players, staff and coaches. The Secretary shall be responsible for all matters pertaining to the end of season Banquet. The Secretary shall serve on the Executive Board. At the discretion of the Officer, a Committee may be formed to accomplish their task of responsibilities.

Section 8


The Treasurer shall be responsible for the entire financial situation of The QB Club. The Treasurer shall be responsible for preparing a budget for the upcoming fiscal year. The Treasurer shall prepare a quarterly statement which will be distributed to the Executive Board Members. The treasurer shall bill each member for membership dues yearly. The Treasurer shall be responsible for all matters pertaining the Game Program. At the discretion of the Officer, a Committee may be formed to accomplish their task of responsibilities.


Section 9


Failure to fulfill responsibilities of office set forth in these by-laws is cause for removal from office as determined by Executive Board.


Section 10


The Head Football Coach and three Designees shall serve on the Executive Board. The Executive Officers and Head Football Coach will choose three Designees to serve on the Executive Board. One Designee will serve on the Executive Board for two years. Two Designees will serve on the Executive Board for one year.



ARTICLE IV

FINANCES


Section 1


No part of the net earnings of the QB Club shall inure to the benefit of, or be distributable to its members, trustees, officers, and other private persons, except that the QB Club shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.


Section 2


Annual membership dues will be established by the Executive Board. Membership dues are payable prior to August 14 of each calendar year.


Section 3


The President and Treasurer shall be authorized to maintain all bank accounts for The QB Club. Two Executive Officers shall authorize, through signature, all disbursements of QB Club funds.


Section 4


All purchases must be approved by the Executive Board.



ARTICLE V - MEETINGS


Section 1


Regular meetings are normally scheduled the first Monday of every month. During Football season, Regular meetings are normally scheduled weekly. Special meetings may be called by the President or by special request to the President by a quorum of the officers or members. The same business may be transacted at a Special meeting as at a Regular meeting.


Section 2


The presence of three officers shall constitute a quorum, for which must be present, before any business may be transacted at a Regular or Special Meeting.


Section 3


Executive Board meetings are normally scheduled the second Monday of every month The presence of five Executive Board members shall constitute a quorum, for which must be present, before any business may be transacted at an Board Meeting. Board Meetings shall be open to any member of the organization, but only Executive Board Officers will be allowed to vote.


ARTICLE VI - PROHIBITED ACTIVITIES


Section 1


No substantial part of the activities of the QB Club shall be the carrying on of propaganda, or otherwise attempting to influence legislation.


Section 2


The QB Club shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.


Section 3


Notwithstanding any other provisions of these by-laws, the QB Club shall not carry on any other activities, not permitted to be carried on, by an organization exempt from Federal Income Tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future Federal Tax Code.


Section 4


Notwithstanding any other provisions of these by-laws, the QB Club shall not carry on any other activities, not permitted to be carried on, by an organizations contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future Federal Tax Code.


ARTICLE VII - DEDICATION OF ASSETS


Section 1


The QB Club dedicates all assets, which it may acquire, to the charitable purpose set forth in Article I, Section 1 hereof.


Section 2


In the event that the QB Club shall dissolve or otherwise terminate its existence, subject to the provisions of Chapters 607 and 617, Florida Statutes, the QB Club shall distribute all its existing assets to one or more organizations which themselves are exempt as organizations described in section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future Federal Tax Code, or shall be distributed to the Federal Government, or to a state or local government for exclusive public purpose.


Section 3


Any such assets not disposed of shall be disposed of by the Court of Common Pleas of Nassau County, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.



ARTICLE VIII - MISCELLANEOUS


Section 1


The procedure for amending these By-Laws is as follows:


  1. Each member shall receive a copy these By-laws.
  2. At a regular or special meeting the proposed amendment in writing shall be read, discussed, and re-read by the Secretary.
  3. It shall be opted upon in the manner of any other motion.
  4. If the proposed amendment receives the necessary majority vote of the members present, the proposed amendment shall be binding.

Section 2


IN WITNESS WHEREOF, we the undersigned, in majority, have executed and acknowledge these Bylaws of the QUARTERBACK CLUB OF FERNANDINA BEACH, INC.


This ______ day of __________ 2005.


_____________________
Mike Mekara, President


_____________________
Sandy Crosby, Secretary


Signature of Notary:
Date:
Commission Expires:
Contact Information

If you have any questions or comments concerning The Quarterback Club, you may contact us by mail:


Mailing Address:


The Quarterback Club of

Fernandina Beach, Inc.
P.O. Box 16331
Fernandina Beach, FL 32035


Please make your voice and dollar heard.
Join The Quarterback Club Today!!!


www.fbhspirates.com


Conflict of Interest Policy


OF


QUARTERBACK CLUB OF


FERNANDINA BEACH, INCORPORATED



ARTICLE I


Purpose


The purpose of the conflict of interest policy is to protect this tax-exempt organization's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.


ARTICLE II


Definitions


  • Interested Person
  • Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
  • Financial Interest
  • A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
  • 1. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
  • 2. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
  • 3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.


ARTICLE III


Procedures


1. Duty to Disclose


In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.


2. Determining Whether a Conflict of Interest Exists


After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.


3. Procedures for Addressing the Conflict of Interest


  1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
  2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
  3. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
  4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

4. Violations of the Conflicts of Interest Policy


  1. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
  2. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

ARTICLE IV


Records of Proceedings


The minutes of the governing board and all committees with board delegated powers shall contain:


  1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.
  2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

ARTICLE V


Compensation


  1. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.
  2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.
  3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

ARTICLE VI


Annual Statements


Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:


  1. Has received a copy of the conflicts of interest policy,
  2. Has read and understands the policy,
  3. Has agreed to comply with the policy, and
  4. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

ARTICLE VII


Periodic Reviews


To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:


  1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining.
  2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

ARTICLE VIII


Use of Outside Experts


When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.


The Undersigned, Secretary and President of this Corporation, hereby certify that Conflict of Interest Policy of this Corporation was duly adopted as of the ____ day of _________________, 200__.