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GALVESTON BAY 
PARROT HEAD CLUB

Galveston Bay is a Whole Other World

 Galveston Bay Parrot Head Club Bylaws  

I. GENERAL The organization will be called the Galveston Bay Parrot Head  Club, here in after referred to as the “Club”. The Club’s purpose is to assist  in community and environmental concerns and provide a variety of social  activities for people who are interested in the music of Jimmy Buffett and the  tropical lifestyle he personifies. 


II MEMBERSHIP  


A. The Club will not discriminate or harass anyone based on gender, race,  creed, color, religious belief or disability and membership will be open to anyone  meeting the membership requirements specified in Article II, B & C below. 

B. Membership requirements (those meeting the requirements will be  Members) will be as follows. 

    1. Members will pay dues as set forth in these bylaws.     

 2. Members have an interest in Jimmy Buffett music and the tropical lifestyle he personifies. 

 3. Members have an interest in community service and  environmental concerns. 

4. Members have a commitment toward the success of achieving  the goals of the Club. 

C. Dues 

    1. Payment of dues by all Members will be made annually by the  end of their anniversary month. Only Members who pay their dues, herein  referred to as “Members” of the Club, by the end of their anniversary month will  be considered “Members in good standing.” The anniversary month will be the  month the Member joined. 

    1.A. * Beginning January 1, 2016, all payment of yearly dues by  Members will be made annually by the last day in January of each year.  (* Bylaw addendum enacted January 1, 2016 by B.O.D. Unanimous vote.)     

2. Any Member who has not paid their dues by the last day of the  month following their anniversary month, will be subject to his or her  membership being terminated. (This has changed to February 1 due to an addendum.) Subsequently payment of dues will establish a new membership. 


III BOARD OF DIRECTORS 

 

A. The Board of Directors, here in after referred to as the”Board”, of the  Club will manage all business matters. 

B. All elected and appointed members of the Board must be current Club  Members in good standing. 

C. The Board will be composed of directors having the following titles; President, Vice President, Secretary, Treasurer, Historian, Director of  Membership, Director of Communications, Charity Director* and Phun Director* (Bylaw addendum enacted March 2014 to add additional directors and change  quorum in G.) 

D. Board of Directors term will run from January 1 of one year to  December 31 of the following year (except for the one year term outlined in IV  B.I. Below). Board members will be elected by plurality vote of the general  membership as described in Article IV. 

E. It is the responsibility of the members of the Board to attend the Board  of Director meetings and to be present, in good faith, the issues and concerns of  the Members of the Club who are not members of the Board. 

F. The Board will meet at least quarterly. The President can convene  additional meetings at his/hers discretion or at the request of at least 4 Board  members. On rare occasions email or phone meetings are acceptable as long as  every director can hear every other director with regular quorum rules apply and  records of such meetings being kept. 

G. The quorum for all Board meetings will consist of at least 7* of the 9*  members of the Board, represented in person or by proxy.(Bylaw addendum  enacted March 2014 by majority vote of Board members.) 

H. No member of the Board may hold more than one proxy for a meeting  of the Board. Any proxy must be in writing. 

I. All members of the Board will be entitled to one vote on all matters of  administration. A majority vote of the directors in attendance at a meeting at  which a quorum is present is required to adopt any motion introduced 2 of 7 at a  Board meeting. Any member of the Board that will benefit financially from any  matter under consideration by the Board must recuse him/her from voting. 

J. Any member of the Board who fails to attend or submit a proxy for two  (2) consecutive Board meetings may be considered to have resigned from the  position. 

K. Each member of the Board will be responsible for the timely transfer of  all documents related to their respective position. 


IV ELECTIONS AND VOTING  


A. GENERAL  

1. A meeting of the Members for voting on any matter other than the  election of directors can be held at any time for any reason by a majority vote of  the Board or twenty-five percent (25%) of the current Members. All voting for the  election of directors will be in writing and in person. 

    2. The Board as a whole or in part will not endorse any candidate  for any elected seat on the Board. 

    3. No Later than August 15 of each year, an Election Chairperson  will be selected by the current Board to serve as the individual who takes  nominations and counts the votes for the election of Directors and counts the  vote in all general membership voting matters. This individual will not be a  current member of the Board or running for an elected position and must be a  Member of Club. Any person serving as Election Chairperson may not service as  Election Chairperson again for two (2) years from the end of their term.     

4. Directors shall be elected by a plurality of the votes cast in any  election. Voting for any reason not otherwise covered in these bylaws that  requires a membership vote will be communicated in writing and all votes will be  based on majority votes of present membership or responding Members if the  vote is held by mail/email. Only Members in good standing at the time any such  election or voting is advertised will be eligible to vote. 

5. Any item(s) to be voted on by the general membership,  except elections of directors, must be communicated to the Members at least  one (1) month prior to the deadline for voting. The Elections Chairperson will  determine the deadline by which mail-in votes must be postmarked and only  those responses will be counted. 

    5A. Beginning 2015, all club members in good standing as of  October 1, shall be allowed the option to vote in the clubs’ Director Election via  email, providing said club member has a valid email address on file with the  clubs’ Director of Membership. The responsibility of which, falls upon said  member, to verify that it is up to date by October 1st, of the voting year, One (1)  vote per email address, unless membership records show 2 persons per  household share one common email address. A record of email votes shall be  given by the Election Chair, following the election, to the clubs’ Vice President  who will retain such records for one (1) full year. Email voting for Director  Elections shall be conducted between the same time frame announced by the  Election Chair and ending at the onset of the announcement “All Hands on  Deck” meeting. Bylaws addendum 5A - Enacted 11/2014 

6. For voting by mail, the ballot will contain the name and address  to which the ballot must be returned with a clear communication of the deadline  for voting. 

7. The Club is not required to pay return postage on any ballots.  

8. The Elections Chairperson can be removed for failure to perform  any his/hers duties in a timely and objective fashion by a majority vote of the  Board (such majority vote to be deemed conclusive evidence of such failure.) 

  

B. Election of Board of Directors  

1. Beginning with the election of directors in 2007, the position of  President, Director of Membership, Historian and Director of Communications  will be elected for a two year term, serving from January 1, 2008 until December  31, 2009. During these same elections, the positions of Vice President,  Secretary and Treasurer will be elected for one year terms, serving from January  1, 2008 until December 31, 2008. For Directors elected to commence service  January 1, 2009, all Directors positions will be elected for a two (2) year term.  All directors serving in 2007 will have the term position extended until December  31, 2007. 

2. The Elections Chairperson will call for nominations no later than  September 1 of each year and will accept nominations until September 30th of  said year. The Election Chairperson will compile a list of nominations and seek  acceptance or refusal of the nomination from the individuals nominated.  

3. Each position should have at least one candidate nominated.  Members may nominate themselves or other Members. 

4. The Election Chairperson will present the slate of candidates to the  current President no later than October 5th of each year for distribution to the  general membership in writing. 

5. The Election Chairperson will distribute ballots to the Members in  writing, no later than October 15th, by Email for those that have email addresses  on file with the Club and by US Postal services mail to those Members that do  not have email addresses on file. For any Member whose email ballot is returned  as “undeliverable”, a ballot will be sent to them as soon as possible by US  Postal services mail. It is the Member’s responsibility to keep the Club’s Director  of Membership advised of any email address changes. Any ballots sent by US  Postal services mail will be at the Club’s expense. 

6. A general membership meeting (All Hands Meeting) will be  scheduled for the second Sunday in November. Only Members in good standing  as of October 1 will be to vote in the directors elections. The Director of  Membership will furnish a list of Members in good standing that are eligible to  vote to the Election Chairperson no later than October 15th. Voting will be done  in writing and in person at the above mentioned All Hands Meeting and at the  three (3) Happy Hours preceding the above mentioned All Hands Meeting.   

7. All ballots must be received by the Elections Chairperson by the  above mentioned All Hand’s /Election Meeting. The ballots must be counted by  the Elections Chairperson and witnessed by no less than one (1) Member of the  Club and one (1) non-member, selected by the Elections Chairperson. The  results of the director elections must be reported to the Board and all nominees  within 48 hours. The actual number of votes cast for each nominee will be  reported to each nominee by the Elections Chairperson. 

8. In the case of a tie vote in any director election, the election will be  decided by a fifteen day (15) day extension of the voting period for that position  only. The candidates for the tied position will campaign at their own pace during  the extended period. The same rules for ballots will apply during the extension  

period. 

9. The Election Chairperson will keep a paper copy of all nominations  and ballots for a period of one year following the election. At that point, all  records may be destroyed. 

10. Any Nominee who wishes to challenge the results of the director  elections will be given the opportunity to have the ballots recounted in their  presence by the Election Chairperson. 

 C. REMOVAL OF DIRECTORS  

  1. A petition signed by twenty-five percent (25%) of the current Members  may be submitted for the recall of any elected director (“recall elections”) for any  of the following reasons: 

a.) Inability or failure to execute the duties of his or her position.  

b.) Misuse of the Club’s assets or gross negligence in their position,  omission or actions determined by the Board (BOD) to be detrimental to the  Club. 

2. The requirements of paragraph IV.A.1 - will not apply to recall elections.  

3. Upon presentation of such a petition to the Board (or if the entire  Board is subject to the recall election, the current Election Chairperson), such  Election Chairperson will conduct voting for a recall election. 

4. Balloting rules per paragraph IV will apply, except that the designated  date for the final receipt of ballots will be no less than 30 days nor more than 60  days from the date the ballots were communicated in writing to the Members. 

5. In recall elections, a minimum vote of thirty percent (30%) of the  Members must be received in order to effect the recall. A simple majority of the  ballots cast will determine rejection or approval. 

6. The President will inform the membership in writing of the results no  later than ten (10) days following the certification of the election by the Elections  Chairperson. 

 D. VACANCIES  

1. Should the position of the President become vacant, the Vice  President will automatically be named President and exercise all duties, rights,  and responsibilities of the President’s position for the rest of the remaining term.  

2. Should the position of the Vice President become vacant, the  President will choose a member of the current Board, with the approval of the  majority of the remainder of the Board, to assume the position of Vice President  for the rest of the remaining term.* amended as of 11/12/2023  

3. If any other elected position becomes vacant, that position may be  filled by a vote of the remaining members of the Board.* amended as of  11/12/2023.  

4. If any other elected position becomes vacant, that position may be  filled by a vote of the remaining members on the Board. (The effect of the  change is to eliminate the requirement that a vacancy in the office of the Vice  President be filled by a current Board member. Approved on 11/12/2023 ballot. 


V DIRECTORS AND DUTIES  

A. PRESIDENT - Voting BOD Member - (service - 2 years term)   

1. The President will be the Chief Executive of the Club, in charge of the  business and affairs of the Club and have such duties exercised by such a  director in that position. 

2. The President will be the official liaison with other local groups and  any other organization with which the Club wishes to communicate.  

3. The President will preside over all meetings of the Board and general  membership. 

4. The President will be the official liaison between the Club and the  Parrot Heads in Paradise, Inc., and Margaritaville, Inc., as provided by the  Bylaws of the Parrot Heads in Paradise, Inc., and prescribed by the guidelines  set forth by Jimmy Buffett and Margaritaville, Inc. 

 5. The President will be the official liaison between the Club and all beer  and liquor manufacturers, their agents and distributors, unless otherwise  delegated by the President. 

 6. The President will be exclusively responsible for communications to  the general Club membership and other Clubs in Parrot Heads in Paradise, Inc.,  unless otherwise delegated by the President. 

7. The President will have the authority to write checks from all Club  checking and saving accounts in the absence of the treasurer.  

8. The President will be listed as the Administrator of all accounts  pertaining to the Club website and the Club’s domain name. 

 9. The President will have the responsibility of making sure that  adequate activities are planned and implemented for the general membership.  

10. The President will be an ex-officio member of all committees. 



B. VICE PRESIDENT - Voting BOD Member - (service - 2 year term)  

1. The Vice President will actively assist the President in administering  the business of the Club and preside in the absence of the President. 

2. The Vice President will be responsible for maintaining the Club’s point  system for concert tickets. 

3. The Vice President will perform all other duties incidental to the  director in this position or as assigned by the President or the Board.  

4. The Vice President will be responsible for the maintaining the historical  records of the Club including official meeting minutes and financial records for a  period of at least seven years (7) and turning over these records to the  succeeding Vice President.) 

5. Amendment 3/2014 - The Vice President will fill out PHIPS (Parrot  Heads in Paradise) required Mid-Year and Year End Club report with Presidents  approval. Report information from records, Board meeting minutes, individual  Board input. Noting, membership, monies, donations, charity events, community  service, hours donated from board members and club membership. Get with the Board Treasurer to mail check for club Membership dues.  

C. SECRETARY - Voting BOD Member - (service 2 year term)   

1. The Secretary will keep minutes of all the Board of Director meetings  and general membership meetings. 

2. The Secretary will furnish copies of the minutes to all members of the  Board within three (3) weeks following any Board meeting. 

3. The Secretary will respond or correspond with other groups or  individuals as requested by the Board or President. 

4. The Secretary will be responsible for forwarding all meeting minutes to  the Vice President within thirty (30) days of the end of each calendar year. 

D. TREASURER - Voting BOD Member - (service - 2 year term)   

1. The Treasurer will manage all accounting and financial activities of the  Club. 

2. The Treasurer will maintain adequate books for the Club according to  accepted accounting practices and will provide regular reports and each  member of the Board. 

3. The Treasurer will have the books of the Club ready for examination by  any members of the Board upon request. 

4. The Treasurer will maintain the club’s checking account and will file all  official tax or financial papers on an annual or “as needed” basis in compliance  with federal, state, and local laws. 

5. The Treasurer will be responsible for forwarding records of the Club to  the Vice President within thirty (30) days of the end of each calendar year. 

E. HISTORIAN - Voting BOD Member - (Service - 2 year term)   

1. The Historian will be responsible for the documentation of all Club  events photographically. 

2. The Historian will be responsible for the updating of Club scrapbooks  and photo albums, and being sure the aforementioned are available at all Club  functions. 

3. The Historian will be responsible for delivering pictures electronically  or otherwise to the Web Consultant for posting on the Club’s website.   


F. DIRECTOR OF MEMBERSHIP - Voting BOD Member-(Service - 2yr.) 


1. The Director of Membership will be responsible for welcoming new  members, including a personal welcome, both by phone or e-mail and in person  at their first event. 

2. The Director of Membership will deliver a packet of information to all  new Members that have no email address that contains the following: a name  tag, the Club history, bylaws and the Club’s connection to Parrot Heads in  Paradise, Inc., including concert ticket policies and a list of phone numbers and  email addresses of all members of the Board and Executive Committee and any  other information the Board deems pertinent. 

3. The Director of Membership will deliver to all new Members that have  email addresses and internet access; a name tag and any other information the  Board deems pertinent and will direct all these new Members to the pertinent  section of the Website to obtain the Club history, bylaws and the Club’s  connection to Parrot Heads in Paradise, Inc., including concert ticket policies  and a list of phone numbers and email addresses of all members of the Board  and Executive Committee. 

4. The Director of Membership will notify Members of the renewal  anniversary of membership by sending them an email or letter with an  application attached no later than the last day of the month prior to their  anniversary month. 

5. The Director of Membership will provide a list of new Members and a  list of Members who have Birthdays in the upcoming two months to the  President for publication to the Club. 

6. The Director of Membership will provide manpower to man  membership tables with knowledgeable and enthusiastic Members at  designated events. 

7. The Director of Membership will be responsible for maintaining the  official Club roster. 

G. COMMUNICATIONS CHAIRPERSON - Voting BOD Member (Service -2  year term)  

1. The Director of Communications is responsible for the creation,  maintenance and direction of the Phone Committee to communicate with the  general membership at the direction of the President. 

H. CHARITIES DIRECTOR - Voting BOD Member - (Service-2 year term)   

1. Shall be the liaison with any and all community organizations which  the Club wishes to assist. 

2. Shall organize charitable and community fundraising functions as  needed. 

3. Shall record, at each Club charitable function, the names and the  amount of man hours donated, of those in attendance. 

4. Shall maintain an ongoing list of charity functions, participants, man  hours worked, and money and goods donated throughout the year and provide  this information to the Club Vice President. 

5. Shall communicate, on a timely basis, with the Board on any  charitable ideas, functions and upcoming events and, if needed, request seed  money for any supplies needed to help in the participation of such event.  (Charities Director position added Nov. 2016 per Club Membership vote,  position active January 1, 2017. This is a Voting BOD position.) 

I. PHUN DIRECTOR - Voting BOD Member - (Service- 2 year term)   

1. Shall set up the logistics of any and all functions known as Phlockings.  

2. Shall be responsible for informing the membership of time, date and  location of all Club social activities and proper attire. 

3. Shall prepare and present to the Board, with input from the proper  Event Chair, an activity/wrap-up sheet (which consist of hours, monies raised,  attendance and any suggestions for that event going forward) within 30 days of  completion of the event held. 

4. Shall help nominated any Event Chairperson needed to head events  proposed for club participation, such as Mardi Gras Parade, Chili-Cook-Off,  Riddles In The Sand (RITS), Birthday Party, etc., and will be the liaison between  the Chair and the BOD (Board of Directors.) 

5. Will help maintain the club and South Region event calendar on a  timely basis. 

(Phun Director position added Nov. 2016, per Club Membership vote,  position active January 1, 2017. This is a Voting BOD position.) 


VI APPOINTIVE CHAIRPERSONS/EXECUTIVE COMMITTEE  

A. APPOINTIVE CHAIRPERSON  

1. The President can select any Member, subject to majority vote of the  Board, to serve in any committee chairperson position(s) that the Board has  created. 

2. The tasks of the appointed chairperson and his/her committee will be  defined by the Board. 

3. Committee members serve at the discretion of the committee  chairperson in charge of that committee. 

4. The committee chairperson may be removed by a majority vote of the  Board. 

5. Current Appointed Chairperson Positions  

A) Club Merchandise Chairperson - Non voting position   Board voted to give a starting budget of $1000. After that try to be self funding 

B) Storage Chairperson - Non voting position   

C) Webmaster - Non voting position  



B. EXECUTIVE COMMITTEE  

1. The Executive Committee will consist of the current Board members,  as well as additional Members (including chairpersons) appointed by the Board.  

2. No appointed member of the Executive Committee will have a vote in  any Board decision. 

3. The Board may appoint event chairperson who will become a non voting member of the Executive Committee from the time of their appointment  until the date of the event for which they are appointed. 

4. Marcy Delesandri is recognized as the founder of the Club.    

   

VII CONTRACTS, CHECKS, DEPOSITS AND FUNDS.   


A. Only the President will have the authority to enter into any contract or  execute and deliver any instrument in the name and on behalf of the Club. All  contracts must be approved by a majority of the Board. No Club Member will  have the authority to represent the Club in any capacity, function or event  without the written authorization of the Board. 

B. The Treasurer and/or President must sign all checks, drafts, or other  orders for the payment of monies, notes or evidence of indebtedness issued in  the name of the Club. 

C. The President may approve a purchase up to $100 per occurrence without  prior approval from the Board. All other purchases must be approved by a  majority vote of the Board. 

D. Submission of director receipts for reimbursement will be approved in the  same manner except the director will be ineligible to vote on the issue of  reimbursement. 

E. Reimbursement of expenses to any Member who incurred expenses on  behalf of the Club must be accompanied by a written request for reimbursement  to the President or Treasurer within 60 days of the incurrence of the charge.  Proper documentation including receipts must be submitted for consideration.

F. Mileage reimbursement will be equal to the current IRS allowance.  

G. The Board may accept, on behalf of the Club, any contributions, gift,  bequest or device. 

H. Any property belonging to the Club will not be used or consumed by any  person without consent of the Board following a majority vote of the same. The term  “property” includes all property real or personal, tangible or intangible, which  may be owned, created by or in possession of the Club absent an overriding  legally enforceable contract. 

I. The fiscal year for the Club will begin on January 1st, and end on  December 31st. of each year. 

J. The following statement is to be added to each and every membership  directory: “This directory is for the exclusive use of the Club Members of the  Galveston Bay Parrot Head Club. It is not to be utilized for any purpose not  directly associated with the Galveston Bay Parrot Head Club, nor is it to be  released to other parties without the express written consent of the Board of  Directors of the Galveston Bay Parrot Head Club.” 

K. All special events should be financially self-supporting. If a deficit appears  likely, it will be reported to the Board promptly. 

L. A majority vote of the Board is required before a member of the Board may  accept payment of compensation of any sort for time and services related to  Club functions. All Members should be encouraged to donate their time and  services for the benefit of the Club. 

M. The Club will retain their expenses plus no more than 20% of the monies  raised at any Club sponsored fundraiser. The above stated portion can be  modified on a case-by-case basis by majority vote of the Board.  

N. The Club is recognized as a not-for-profit social club and as such will  adhere to the rules and regulations of IRS Publication 557. 


VIII AMENDMENT TO BYLAWS  


A. Amendments to these bylaws may be proposed by a petition signed by 50  Members or 20% of the total membership (whichever is less) and presented to  the President. The Board can present, for general membership vote, any  amendments to the bylaws which have been approved by the Board by a  majority vote. 

B. Balloting rules of a regular election will apply, except that the Board may  adjust the balloting dates, to meet the needs, with no less than one (1) month  notice for voting per Article IV.A.5. 


IX ADOPTION OF BYLAWS  


A. Adoption of the bylaws or revisions thereof, which are approved by  majority vote of the Board, will be ratified by a majority vote of the general  membership voting on any such adoption or revision, 

B. Any revisions to the bylaws will go into effect at 12:01am the day following  certification by the Election Chairperson of the results of the voting of the  general membership on any such proposed revisions. 


X RULES  


A. Any issue not covered in these bylaws will be governed by: Robert's Rules of Order - Second Edition- or current edition (1st printing 1998) 

Revised; November 2023 Draft. 

Secretary- Linda Coffman 

  


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