Charter and By-Laws

CHARTER

Of the Three-Quarter Century Soft Ball Club of St. Petersburg, Florida, Inc.

Article 1

The name of the Corporation shall be Three-Quarter Century Softball Club, St. Petersburg, Florida, Inc. Its business shall be conducted and carried on in St. Petersburg, Pinellas County, Florida, and at such other points and places in the State of Florida as may from time to time be authorized by the Board of Directors. The principal office and place of business of said Corporation shall be at St. Petersburg, Florida.

Article II

The general nature of the object of the corporation is:

(a) To promote and play exhibition softball games for the entertainment and pleasure of the members of said Corporation, also the enjoyment of visiting tourists and people in and adjacent to St. Petersburg, Florida.

(b) To receive assistance, money and any other form of contribution from any person, firm or Corporation to be utilized in the furtherance of the objects of this Corporation, to carry on the work of this Corporation, and to do any other things permitted by the State of Florida to a corporation not for profit.

Article III

Any individual who has passed his or her seventy-fourth birthday and who is physically fit to play softball is eligible to become a member of this Corporation upon written application to the Secretary of this Corporation for membership.

Article IV

This corporation shall have perpetual existence.

Article V

Names of the original charter subscribers in 1938, all of St. Petersburg, Florida:
W M Webster, A E Nichols, W West, A T Nichols, Dr. A G Walden

Article VI

The Board of Directors shall conduct the business of this Corporation, and they shall manage all of the business and financial affairs of this Corporation. A vacancy caused by the death, resignation, or removal of a director, shall be filled by the remaining directors by not less than a majority vote, but in no event shall any man be eligible as a director of the Corporation unless such person at the time is a member in good standing.

Article VII

The membership shall elect a President, Vice-President, Secretary, and Treasurer at the regular annual meeting on the third Friday in March each year in compliance with the provisions of the Charter and By-Laws. The Board of Directors shall be elected at the annual meeting on the third Friday in March each year in compliance with the provisions of the Charter and By-Laws.

Article VIII

The officers and directors shall hold office until their successors are elected and take office.

Article IX

The membership shall have the power to alter, amend, or rescind the By-Laws under the provisions of said By-Laws

Article X

The highest amount of indebtedness or liability to which this Corporation may at any time subject itself is Ten Thousand ($10,000.00) Dollars. The amount in value of the real estate which the Corporation may own shall be subject always to the approval of the Circuit Judge.

Article XI

No part of the net earnings of the Corporation shall benefit a member or distributed to its members, officers, directors or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose outlined in Article II of the original Charter. No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office. In any provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501 (c) (7) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Revenue Law) or (b) by a corporation, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law.)

Article XII

Upon the dissolution, should the same occur, the Board of Directors shall, after paying or making a provision for payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the Corporation to the Athletic Department of the City of St Petersburg, Florida. Any such assets not so disposed of shall be disposed of by the Circuit Court of Pinellas County, Florida, or the county in which the principal office of the Corporation is then located.
[The original Charter is dated August 9, 1938. The most recent change is dated December 21, 2005.]


BYLAWS

Of the Three-Quarter Century Soft Ball Club of St. Petersburg, Florida, Inc.

Effective February 19, 2015

Also known as ‘The Kids and Kubs’

SECTION I – PURPOSE

ARTICLE I – OBJECT, FUNCTION, CONTRIBUTIONS

Part 1 – Object

The general nature of the object of the Club is to promote and play exhibition softball games for the entertainment and pleasure of the members and to entertain visiting tourists and people in the St. Petersburg area.

Part 2 – Function

A function of the Club is to receive assistance, money, and any other form of contribution from any person, firm, or Corporation to be utilized in the furtherance of the objects of this Club, to carry on the work of the Club, and to do all other things permitted by the State of Florida for a non-profit organization.

Part 3 – Contributions

One purpose of the Club is to participate actively in community projects and to take part in publicity to enhance the reputation of the City of St. Petersburg as a great place to live.

SECTION II – AUTHORITY

ARTICLE I – AUTHORITY

The Three Quarter Century Soft Ball Club of St. Petersburg, Florida, Inc., operates exclusively under the authority of its Charter filed with the Secretary of the State of Florida and the Bylaws approved by the membership of the Club. These Bylaws are authorized by Article IX of the Club Charter as amended on January 15, 1971. This present document supersedes and rescinds all previous Rules, Constitutions, or Bylaws of any type or title. Membership-approved Bylaws of the most recent date shall prevail.

ARTICLE II – MEMBERSHIP (Note: Whenever ‘he,’ ‘him,’ or ‘their’ or related nouns and pronouns appear in these bylaws as words or parts of words, they are used in the generic sense to include both sexes.)

Part 1 – Probationary Member

Any individual having passed his seventy-fourth (74th) birthday, wishing to be considered for membership and agreeing to play in at least two games a week, must secure an application from the Club, complete the form, and submit it to the Club with photo ID and proof of date of birth. After verifying the information, a club representative shall submit the application to the Board of Directors. The start date for the applicant will be indicated on his application as he begins a two-month probationary period during the regular season. The Board of Directors shall then determine the good character, physical fitness, and playing ability of the applicant. At the end of the two-month probationary period, the Board of Directors must accept or reject the applicant for membership. If the applicant is accepted and his dues have been paid, he will be issued a numbered membership card. At that time, the Probationary Member becomes a Member in Good Standing and, as such, eligible for full membership privileges.

Part 2 – Member in Good Standing

A Member in Good Standing is any member having passed the Probationary Player qualifications successfully and continues to adhere to the club rules and regulations, including dues paid up to date. Any member with a discipline letter or with a disciplinary action in their file shall become a probationary player and lose membership privileges until receiving Member in Good Standing status from the Board of Directions

Part 3 – Playing Member

A playing member is a man or woman who indicates an intention to play softball in at least two games a week, who has a numbered Kids and Kubs identification card, and whose payment of dues is current.

Part 4 – Non-playing Member

A non-playing member is a former active player who pays dues but for any reason does not play, and who wishes to be on the membership roll.

Part 5 – Associate Member

An associate member is a former playing member who wishes to keep in touch with the Club and pays an annual fee to remain on the mailing list for club news. Associate members do not have a vote on the operation of the Club

Part 6 – Dues

Dues are payable on April 1 for the next season and are delinquent on October 1. Dues of probationary players are payable upon applying to the Club. Any playing member not paying dues by October 1 will not be placed on a team roster until their dues are paid. Any member not paying dues one (1) year will be removed from the membership roll. Non-paying members have no privileges until dues are paid. The Board of Directors shall set the Club’s annual membership dues at their first meeting after the election of Officers each year.

ARTICLE III – DUTIES OF OFFICERS AND DIRECTORS

Part 1 – Authority

Article VI of the Club Charter, as amended, states: “The Board of Directors shall conduct the business of this corporation, and they shall manage all of the business and affairs of this corporation.” However, duly approved motions from the floor at a General Meeting shall be binding on the Board of Directors. The Board of Directors shall appoint standing or ad hoc committees to perform specific tasks.
The Board of Directors shall consist of four (4) officers, President, Vice President, Secretary and Treasurer, and three (3) Directors at Large. The term of office shall be for two (2) years. Vacancies in all elected offices, except the office of President, shall be selected by the Board at its next special or regular meeting. The Vice President shall fill the office of President, with the Secretary second in line for the position should the Vice President for any reason not succeed to the office.

Part 2 – Duties

President: The President shall preside at all meetings unless otherwise directed by the Board, have general supervision of the affairs of the Corporation, and see that all books, reports, and certificates required by law are properly kept and filed. The President shall report to the membership at the annual February meeting the total efforts of the organization during the past year. The President shall have powers as may be reasonably construed as belonging to the chief executive in any organization.
Vice President: The principal duties of the Vice President shall be to discharge the duties of the President in the event of the President’s absence or disability or for other reasonable cause.
Secretary: The principal duties of the Secretary shall be to safely and systematically keep the books, papers, records, and documents belonging to the Corporation or in any way pertaining to the business thereof. The Secretary also shall file any reports required by State or Federal statute, report to the membership all pertinent communications, and carry out all correspondence as a normal part of the duties of the office. Each year the Secretary must attend two specific legal duties: A) State of Florida (Sunbiz.org) 1) Update our officer list. 2) Change Articles to Bylaws if needed. If an organization does not file as required, a $400 fine must be paid before the annual report is accepted. B) Federal Government (IRS.gov): If we fail to file an annual return for three consecutive years, we automatically lose our tax-exempt status. See Florida State (Sunbiz.org) and IRS (IRS.gov e-file 990n) yearly reporting instructions in the office files.
Treasurer: The Treasurer shall receive and be responsible for all monies belonging to the club and deposit all monies in a bank in the name of the Corporation. The Board must approve all disbursements over one hundred dollars ($100). Any of the officers are authorized to sign checks, with two (2) signatures required for completion. The Treasurer will prepare a monthly report of all financial transactions, submit it to the Board for approval, and summarize it at the scheduled General Membership meetings. The Secretary shall maintain copies of all financial reports of the Treasurer. The Treasurer shall arrange for an audit once a year.
Director at Large: A Director at Large shall help direct the affairs of the Corporation. Directors at Large report directly to the President and the Board of Directors, and the responsibility is primarily an important one of advice and counsel.

SECTION III – PROCEDURES

ARTICLE I – MEETING PROCEDURES

Part 1 – Board of Directors meetings are held on game dates in the second week of each month. Meetings of the Board during the off-season may be suspended at the discretion of the Board. Board members are expected to attend all meetings unless excused by the President. All Past-Presidents are invited to attend board meetings in an advisory, non-voting capacity.
Part 2- General Membership meetings for all members will be held on game dates in the third week of each month unless suspended during the off-season by a vote of the Board. The Board may change the date, time, and place of any regularly scheduled meeting.
Part 3 – Special meetings of the General Membership may be called by the Board or any group of five (5) or more members in writing for a specific purpose. Special meetings of the General Membership outlining the agenda shall be posted on the bulletin board at the playing field a minimum of two (2) playing dates prior to the meeting date. Any Board member can call a special meeting of the Board of Directors.
Part 4 – A quorum for the transaction of business by the General Membership shall consist of not less than twenty-five (25%) percent of the paid-up membership. A quorum for the transaction of business by the Board shall consist of not less than four (4) voting members of the Board of Directors.
Part 5 – Unless otherwise directed in the Bylaws, The Standard Code of Parliamentary Procedure by Alice Sturgis will apply at all regular General Membership meetings. The order of business shall be: Call to order, a short moment of silence for each member to reflect on his religion or beliefs, roll call if desired, Secretary’s reading or distribution of the minutes of the previous meeting, reports as considered necessary from Treasurer, Directors, Captains, Committees, Correspondence, ad hoc reports, and a discussion of Old Business and New Business. A member proposing a lengthy or complicated motion must put it in writing and present it to the presiding officer. All other motions may come from the floor with no previous announcement. A motion and second to adjourn will end the meeting.

ARTICLE II – ELECTIONS

Part 1 – In the second week in January of each year, the Board shall appoint an Election Committee for the March election. The Board will also appoint a Nominating Committee to solicit eligible candidates for the Board positions, to replace members whose terms are expiring or were appointed to fill a vacancy. A notice of “Open Offices” must be posted on the bulletin board at the playing field. A member may not be a candidate unless he or she is a Member in Good Standing. Current members of the Board may stand for reelection. At the General Membership meeting in February, the Nominating Committee chairman shall report the names of the candidates and accept nominations from the floor. Nominations will be closed upon the adjournment of the February General Membership Meeting. The election shall be held at the General Membership meeting the third week of March of each year. No nominations will be accepted on the day of the vote.
Part 2 – The chairman and members of the Election Committee will conduct the election. The Secretary shall prepare ballots after the close of nominations and shall keep them in his possession until the election. Absentee ballots in plain envelopes shall be provided if requested to members unable to attend the election, and they shall be returned to him by election day in the sealed envelopes. On election day, the Secretary shall provide the Election Committee the ballots, a certified list of the paid-up membership, and a list of those who have previously received absentee ballots. Every effort shall be made to promote secrecy in the balloting. If any member(s) of the Election Committee are on the ballot, those person(s) will be replaced on the Election Committee by the Board.
The President, Treasurer, and two (2) Directors-At-Large shall be elected in odd-numbered years. The Vice-President, Secretary, and one Director At Large will be elected in even-numbered years.
The newly elected members of the Board will meet with the outgoing members at the regular Board meeting in April and will start their term(s) of office after the meeting.

SECTION IV – SPECIAL ACTIVITIES

ARTICLE I – TRUST FUND

Part 1 – Empowering Clause

The members of this Club on November 20, 1981, cast a unanimous affirmative ballot for the formation of a trust fund. By terms of the agreement, the Club is forbidden in perpetuity to spend any part of the principal of the fund.

Part 2 – Administration

The Trust Fund operation will be controlled entirely by the present and future Board of Directors through a reputable financial services firm. The Board shall distribute at least fifty-one (51%) percent of the Trust Fund interest income annually to charitable institutions. The Club will engage in charitable, civic, and educational activities as prescribed by the Internal Revenue Service, Section 501C(3) of the Internal Revenue Code.

ARTICLE II – CEREMONIAL EXERCISES

The Board shall set the ceremonial exercises. No member of the Club shall participate unless in approved uniform.

ARTICLE III – SPECIAL GAMES

The Board must approve the scheduling of any game or tournament. Only active members in good standing shall be eligible to participate in special games or tournament play.

ARTICLE IV – COMMERCIAL CONTACTS

If any member is approached by anyone or receives communication of a commercial nature that may involve the Corporation, the member must report the incident to the Board. If there could be any monies generated, those funds must become part of the Corporation’s assets. Any commercial use of the club uniform or the logo without the approval of the Board is prohibited.

ARTICLE V – ENABLING ACT

Part 1 – Conduct

Any member who is physically or verbally abusive on or in the vicinity of a playing field where the members are playing or have played shall be called individually before the Board within thirty (30) days. After the Board has heard the testimony of those involved, the decision of the Board must be given to all parties in writing. The member shall have the option to appeal in writing within fifteen (15) days to the Board. The Board shall then refer the matter to the Grievance Committee.

Part 2 – Rule Violation

If so determined by the Board, any member who knowingly or unknowingly violates the wording or spirit of the Bylaws or Playing Rules shall be called to appear before the Board. If the member fails to appear, the member shall be summoned by mail. If there is no response within ten (10) days, the member shall be immediately suspended from all club activities, and unless resolved earlier, shall be dropped from membership after twenty (20) days. The playing rules may not be changed without an affirmative vote of the membership in a regular or special meeting

ARTICLE VI – AMENDMENTS

Part 1 – The Club Charter Article IX, as amended, states: “The membership shall have the power to alter, amend, or rescind the Bylaws in accordance with the provisions of said Bylaws.”
Part 2 –Any amendment(s) to the Bylaws must be submitted in writing to the Board for reading. If approved by the Board, copies will be given to the membership to review. At a General Membership meeting, the amendment(s), if approved by a majority of the active membership, shall become part of the Bylaws of this Corporation.
Part 3 – Amendments, changes, revisions, or additions submitted for approval to the General Membership by the Board of Directors must be signed and dated by all Board members. After approval by the membership, this final document must be signed in blue ink and initialed on each page using the same blue ink to identify the original document. The Board approved these Bylaws on February 12, 2015, and by the General Membership on February 19, 2015.