(a Corporation Not for Profit) – Amended May 21, 2015
ARTICLE I. NAME
The name of the Corporation is PELICAN BAY WOMEN'S LEAGUE INCORPORATED.
ARTICLE II. PURPOSES
To further enhance the quality of life in Pelican Bay and to enrich its' spirit of community through social, cultural and educational activities. The League shall promote the common good and general welfare of the residents of Pelican Bay. The League will not directly nor indirectly participate or intervene in any political issue or campaign.
ARTICLE III. MEMBERS
Any adult woman who is a resident living in Pelican Bay shall be eligible for membership.
The Board of Directors shall establish the dues of membership. Dues shall be paid on or before March 31 for fiscal year beginning April 1. Anyone who has not paid by June 30 will be dropped from the membership list and from the directory.
Members are not entitled to vote except as conferred by an amendment to the Articles of Incorporation or any future provisions of these Bylaws. Members shall not have any vested right, interest, or privilege of, in, or to the assets, functions, affairs, or franchises of the League. No act of a League member, in the name of the League, shall conflict with the stated purpose of the League
At no time can the League be used for the furtherance of a member's commercial goals.
ARTICLE IV. OFFICERS
The officers of the League shall be a President, a 1st Vice-President, a 2nd Vice-President, a Secretary, and a Treasurer.
These officers shall perform the duties prescribed by these Bylaws and by the parliamentary authority adopted by the League.
A nominating committee of seven (7) members of the League, including two (2) officers, shall be appointed by the officers and approved by the Board of Directors at the December meeting of the Board.
It shall be the duty of this committee to nominate candidates for the offices to be filled at the April Annual Meeting. The report of the nominating committee shall be communicated to the general membership no less than three (3) weeks prior to the Annual Meeting.
The election shall take place at the April Annual Meeting. Additional nominations may be made from the floor. Prior consent of those nominated must be obtained and nominees must be qualified. If there is more than one nominee for a position, the election will be by secret, paper ballot.
The officers shall be elected to serve for a two years with their term beginning at the April Annual Meeting. No member shall serve more than one office at any time. No member shall serve more than two consecutive terms in the same office.
The President and other elected officers shall have the duty to fill any vacancy that may occur on the Board of Directors. A member so appointed shall hold office until the next Annual Meeting.
ARTICLE V. BOARD OF DIRECTORS
The Board of Directors shall have general supervision of the league, set the hour and place of meetings, make recommendations to the members of the League, and shall also perform such other duties as are specified by the Bylaws. The Board shall be subject to the Articles of Incorporation and to the Bylaws of the Pelican Bay Women's League. Acts of the Board shall not conflict with the stated purpose of the League.
The Officers of the League (the Executive Committee), and the Directors appointed by the Officers shall constitute the Board of Directors.
Unless otherwise required by statute or these Bylaws, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. Each Director present shall have one (1) vote.
ARTICLE VI. MEETINGS
Regular meetings of the Board shall be held monthly from October - May unless otherwise designated by the President.
Seven (7) members of the Board shall constitute a quorum.
Any League member may attend Board meetings.
The Executive Committee shall meet if deemed necessary by the President or other officers.
Three members of the Executive Committee shall constitute a quorum.
Meetings of the Executive Committee are open to any member of the League.
The annual meeting of the League shall be held in April. This meeting shall be for the purpose of election and installation of officers, receiving reports of officers and committees, and for any other business that may arise.
Notice of the annual meeting shall be given to members at least three (3) weeks prior to the meeting.
A quorum shall consist of those members present.
ARTICLE VII. DUTIES OF OFFICERS
The President shall preside at all meetings of the members, of the Board of Directors and of the Executive Committee. It shall be the duty of the President to enforce observance of the provisions of the Bylaws and the Articles of Incorporation. The President may call special meetings of the Board and the Executive Committee.
The President shall appoint all committee chairpersons except the chairperson of the Nominating Committee.
She shall be an ex-officio member of all committees except the Nominating Committee. The President is empowered to execute all League documents in the Name of the League. The immediate past President may serve ex-officio on the Board of Directors.
Members of the Executive Committee shall be the President, the 1st VP, the 2nd VP, the Secretary, and the Treasurer.
The Vice Presidents shall assist the President in her duties, and, in the absence or disability of the President, the First Vice President shall perform and carry out all duties and responsibilities of the President. In event of the inability of the President or First Vice President to perform these duties, the Second Vice-President shall assume these responsibilities.
The Vice-Presidents shall also carry out other duties as designated by the President, Executive Committee or Board of Directors.
The Secretary shall record the minutes of all meetings of the Board, Executive Committee and Membership; and shall be responsible for giving all required notices of meetings.
The Secretary shall conduct the general correspondence of the League.
The Treasurer is responsible for the timely collection, safekeeping and disbursement of the League's monies. It is the responsibility of the Treasurer to keep accurate records and to deliver a monthly written report of the League's income, liabilities and fund balances to the Board of Directors.
The Treasurer shall make a full financial report at the close of the fiscal year, March 31, or as the bylaws may prescribe. The annual report is to be delivered to the membership at the annual meeting in April of each year.
It shall be the duty of the Treasurer to prepare a budget for the next fiscal year and to submit it to the Directors for approval at the regular March meeting of the Board of Directors.
ARTICLE VIII COMMITTEES
Members of the Executive Committee shall be the President and other elected officers.
Such other committees, standing or special, shall be established as deemed necessary by the Executive Committee
Financial records of the League shall be reviewed annually by a process determined by the Board.
ARTICLE IX. EXECUTION OF INSTRUMENTS
All corporate instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such officer or officers or other person or persons as the Board may from time to time designate.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the League shall be signed by such officer or officers, agent or agents of the League, and in such manner as shall be determined from time to time by resolution of the Board.
ARTICLE X. PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the League except when they are inconsistent with these Bylaws and any special rules of order which the League may adopt and any statutes applicable to this organization.
ARTICLE XI. AMENDMENTS
The Articles of Incorporation of the League may be amended by a two-third (2/3) vote of Directors then in office.
These Bylaws may be amended or repealed at any regular meeting of the Board of Directors by a two-third (2/3) vote of the Directors present, provided that the amendment has been presented in writing at the previous regular meeting of the Board of Directors
ARTICLE XII. NOT-FOR-PROFIT OPERATION
The League is intended to qualify as a tax-exempt organization under Section 501(c) (4) of the Internal Revenue Code of 1966, as amended, and shall be operated in a manner consistent therewith. The League will not have or issue shares of stock. No dividends will be paid. No part of the income or assets of the League will be distributed to its members, Directors or officers without full consideration. No member of the League has any vested right, interest or privilege in or to the assets, property, functions or activities of the League.
To ensure that all League sponsored activities reflect the stated purposes of the organization and also conform to the requisites of the League’s tax exempt classification, any activity that portends to reflect League endorsement, approval or sponsorship must be approved by the Board of Directors of the Pelican Bay Women’s League.
April 1, 2016 through March 31, 2017
The Pelican Bay Women's League was founded to enhance the quality of life for women in Pelican Bay. To ensure that all League sponsored activities reflect the stated purposes of the organization and also conform to the requisites of the League's tax classification, any activity or communication that portends to reflect League endorsement, approval or sponsorship must be approved by the Board of Directors of the Pelican Bay Women's League.
MEMBERSHIP: Membership is open to all female residents of Pelican Bay. A resident must be a member of the League in order to participate in League sponsored Activity Groups and certain League functions.
DUES: The membership year and fiscal year is April 1 - March 31. Annual dues for
2017-18 are $40.00. Annual dues payment will be online, by credit card.
EVENT REGISTRATION: You must register for each event; unfortunately, WALK-INS CANNOT BE ACCOMMODATED. No one may attend a luncheon meeting without purchasing the meal. All League luncheon registrations will be online, paid by credit card only.
GUEST POLICY: Policy regarding attendance by guests varies by event.
Consult our website regarding each event for guest policy for that event. Luncheons are for members only. Guests are welcome twice a season unless otherwise stated on our website.
INTEREST GROUPS: Interest groups are intended to provide a venue for League members to pursue and enjoy a wide variety of interests. All interest groups shall be financially self-sustaining and are open to members only. At no time can the League be used for the
furtherance of a member’s commercial goals.
COMMUITY OUTREACH GROUPS: Community outreach Interest Groups are our designation for some of the PBWL Interest Groups whose purpose is to reach outside of Pelican Bay. Their activities positively impacts the greater Naples Community and beyond. Membership to all Community Outreach Groups is open to any women who reside in Pelican Bay.
NEWSLETTERS: The newsletter is published monthly in season on the the website and by email. pelicanbaywomensleague.org.
DIRECTORIES: The PBWL Directory is for member use only and may not be used for commercial purposes or solicitation.
PUBLICITY: The Publicity Director is responsible for all publicity pertaining to activities sponsored by PBWL. Requests and all pertinent information must be submitted in writing.
SPECIAL NOTICES: Please advise, the Sunshine Lady, of the illness or death of any PBWL member or of the death of a member of her immediate family.