BYLAWS

BYLAWS OF THE SARASOTA FOLK CLUB, INC.

AMENDED ARTICLES OF INCORPORATION OF THE SARASOTA FOLK CLUB, INC. (Corporate Filing Document # N01000000188)
Amended on 12/19/2011, 4/6/2015

ARTICLE I Name
The name of this Corporation as governed by these Bylaws is Sarasota Folk Club, Inc., hereinafter known as SFC

ARTICLE II Location
The location of the principal office of SFC is in Sarasota, Florida.

ARTICLE III Purpose
Section 1. The purpose of this organization shall be:

  • To identify, protect, preserve, encourage, and promote traditional and contemporary folk music and dance.
  • To educate the public in folk tradition by publicizing, encouraging, sponsoring, and producing concerts, jams, open mics, contra dances, and other events.
  • To encourage the development of local folk talent and to showcase local and national performers.

Section 2.  Said organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

ARTICLE IV Members
Admission: Any person interested in the purposes of SFC may become a member upon request by submitting an annual membership fee of $20.00 per household, due on May 1st of each year. Membership fee, along with name, address, phone number and email address are to be submitted to the Treasurer, checks to be made payable to Sarasota Folk Club.

ARTICLE V Meetings of the Membership
Annual Meetings and any other meetings as needed shall be held at a location designated by the President. Business may be conducted via mail, e-mail or phone.

ARTICLE VI Board of Directors
Section 1. Five (5) elected officers shall constitute the Board of Directors
Section 2. Duties and Powers of the Board of Directors:

  • To manage the affairs of SFC.
  • To fix time, place, and date of Board meetings. Notice of such meetings shall be given to every Board member in writing, by telephone or by e-mail
  • To approve a budget.
  • May transact official business by mail, phone, or e-mail.

Section 3. Election:

  • The President with approval of the Board shall appoint a Nominating Committee. The Nominating Committee shall designate candidates for Directors according to the number of vacancies
  • The election of Directors of SFC shall be held at the Annual Meeting by secret ballot of those in attendance
  • The election of Directors shall be by majority vote. Directors are elected on a rotating basis for a term of two years or until successors are elected. The term of office shall begin at the close of the Annual Meeting at which elections are held. Directors may be elected to succeed themselves in the same office.
  • The outgoing Treasurer shall continue in an advisory capacity while training the incoming Treasurer.

Section 4. Vacancies.

  • Vacancies on the Board of Directors shall be filled by appointment by the President, with approval of the Board, for any remaining term.

Section 5. Removal:

  • Any Board Member may be removed from the Board by a 4/5 vote of the entire Board.

Section 6. Meetings of the Board of Directors

  • A quorum for Board Meetings shall be three (3).
  • There shall be no less than one meeting a year.

ARTICLE VII
Officers
Section 1. The Officers of SFC shall be a President, a Vice-President, a Treasurer and a Secretary. Officers are elected each year by majority vote of the Directors.
Section 2. The duties of the Officers shall be as such as are specified in these bylaws
The President shall:

  • Be chief executive officer and the official representative of SFC, with the power to carry out the business of SFC within the Bylaws of SFC between meetings of the Board of Directors.
  • Preside at the Annual Meeting of SFC and all meetings of the Board of Directors.
  • Call Special Meetings when deemed necessary
  • Fill vacancies on the board, for any remaining term, with approval of the Board.

The Vice-President shall:

  • Preside in the absence or inability of the President and perform other duties necessary in the absence of the President and any other duties directed by the Board of Directors.
  • Fill the remaining term of the President in the event of a vacancy in that office.

The Treasurer shall:

  • Be custodian of all funds and keep an itemized account of all receipts, disbursements, assets and liabilities of SFC.
  • Pay all bills authorized by the Board of Directors.
  • Deliver to his/her successor properly audited records and files when leaving office.
  • Make a financial report for the Annual Meeting, and provide a quarterly report via e-mail to each Director.
  • The outgoing Treasurer shall continue in an advisory capacity while training the incoming Treasurer.
  • File all necessary reports with the Internal Revenue Service and other agencies.

The Secretary shall:

  • Have custody of and maintain the Corporate Minute Book.
  • Attest to any legal documents as required.
  • Take all minutes of regular and special meetings of the Board of directors

All Officers shall keep accurate files of the business pertaining to their office and deliver such files to their successors at the close of the Annual Membership Meeting or within ten (10) days thereafter.


ARTICLE VIII Financial
Section 1. No monetary or other obligation shall be incurred or contracted by the corporation or any person in the name of SFC without the authorization of the Board of Directors of SFC or as may be included in the budget. No unbudgeted sums of money shall be paid out unless and until approved by the Board of Directors, by a 4/5 vote.
Section 2. The Fiscal Year of SFC shall be from January 1 through December 31 of each calendar year.
Section 3. No person, club, or organization shall use the name SFC or Sarasota Folk Club to promote concerts, festivals, or for any other purpose without the permission of the Board of Directors.
Section 4. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to it’s members, trustees, officers, or other private persons, except that the organization 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.  No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization 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.  Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) 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, or (b) by an organization, contributions to which are deductable under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.


ARTICLE IX Amendment of Bylaws
These Bylaws may be amended at any meeting of the Board of Directors by a majority vote of the entire Board provided that the amendment has been previously submitted in writing to all members of the Board


ARTICLE X Dissolution
Section 1. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of 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 public purpose.  Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Section 2. If, at the time of such dissolution, it is allowable under the limitations spelled out in section 1 of this article, the remaining assets of The Sarasota Folk Club, Inc., will be distributed to Friends of Florida Folk, Inc. assuming that organization is still in operation.


Articles originally adopted November 15, 2000, amended on June 16, 2002, December 19, 2011 and April 6, 2015 by the Board of Directors.