The fiscal year will begin on the first day of January and end on the thirty first day of December of that year.

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1 Village Goldwing Association BY-LAWS (as amended 9/2/10 and 10/6/11) ARTICLE I: FISCAL YEAR The fiscal year will begin on the first day of January and end on the thirty first day of December of that year. ARTICLE II: MEMBERSHIP SECTION 1: Application for Membership Membership in the Village Goldwing Association shall be available to any Villages resident in good standing with the Village Goldwing Association by submitting to the Membership Chair a completed membership application accompanied by payment of appropriate dues. SECTION 2: Rights of Membership Members are entitled to certain rights including: A: The right to vote and to elect the Board of Directors, and to hold office in the Village Goldwing Association. B: The right to hear, consider and approve or amend the minutes of the Membership Meetings. C: The right to amend these By-Laws as set forth in Article IV of the Village Goldwing Association Constitution. D: The right to recommend expenditures for consideration by the Board of Directors or the General Membership. Prospective members or guests, subject to Villages Covenants & Restrictions, must sign a Release of Liability to participate in Association events for a period not to exceed 30 consecutive days in a calendar year. Participation in Rides is restricted to Goldwing and Valkyries. Renters who possess a Guest ID Card shall have the same benefits and obligations of full Membership as year-round Residents. SECTION 3: Membership Term Annual membership shall commence January first of each year and end on the thirty first day of December of that year, consistent with the designated fiscal year. Dues for first time members joining in November or December shall be considered to be paid through the next fiscal year

2 SECTION 4: Termination of Membership Any member may be required to forfeit membership in the Village Goldwing Association for any of the following reasons: A: Misuse of the club name and/or logo. B: Conduct detrimental to the good and welfare of the club (expulsion for cause). Membership may be terminated by written resignation to the Board of Directors, by failure to pay the annual dues on or before the renewal date set forth, or by expulsion for cause. Membership forfeiture by expulsion for cause requires a three fourths vote of the Board of Directors, confirmed by a majority vote of the eligible members present at a Membership Meeting. Reinstatement from expulsion for cause requires the same voting procedure. ARTICLE III: DUES AND FINANCE SECTION 1: Establishment of Annual Dues Dues for the Village Goldwing Association shall be voted on by the membership upon recommendation from the Board of Directors. SECTION 2: Payment of Annual Dues Established dues shall be made payable to the Village Goldwing Association. SECTION 3: Budget The Board of Directors shall be responsible for the preparation of the annual budget. The budget must be approved by the majority of the Board of Directors and presented to the General Membership for approval in December or prior to the start of the next fiscal year. Budgets are not generally adjusted during the fiscal year, but expenses not specifically addressed in the budget may be handled as noted in Section 4: Use of Funds. SECTION 4: Use of Funds Any funds collected or accumulated by the Village Goldwing Association may be spent only to promote the purpose and stability of the club as stated in this Constitution and By-Laws, as established in the yearly budget, or in conformance with Article IX: Dissolution. Club funds are to be dispensed by check and shall bear the signature of at least two officers of the Village Goldwing Association authorized to sign checks. Officers authorized to sign checks shall be the President, Vice President, and Treasurer. -2-

3 Any expense up to and including $ not included in the budget may be approved by the Board of Directors if the Board so deems the expense to be in the best interest of the Club. Any expenditure in excess of $ not included in the budget shall be presented for simple majority approval of the members present at the next scheduled membership meeting. SECTION 1: General Information ARTICLE IV: BOARD OF DIRECTORS All Board members must be members in good standing of the Village Goldwing Association. The Board of Directors shall perform the duties prescribed by these By-Laws. The Board members shall have full authority over the affairs of the club, except in the amendment of the Constitution or By-Laws, in the election of Board members, and as specified in these By-Laws. No member shall hold more than one (1) Board position at a time, and shall be a full time (not seasonal) resident of the Villages. The term of office for all Board members shall be one year. Comment [O1]: Change to two years. Any resigning Board member, excluding the President, will be replaced by an appointee approved by the Board of Directors and confirmed by a majority of the eligible membership present and voting at the next Membership Meeting. The Vice President shall assume all duties of the President for the remainder of the President s term in the event the President is no longer a Board member. A Board member not completing a full term of office shall surrender all records, moneys and properties belonging to the Village Goldwing Association to the President. Prior to the transfer of records to the newly elected Board member, an audit of those records shall be conducted by at least two Board members. If any Board member misses three consecutive Board or Membership Meetings in a membership year, the Board of Directors must consider if that Board member is fulfilling his/her duties and, if necessary, require his/her resignation from their Board position. Comment [O2]: Change membership year to: tenyear Any member of the club may attend any meeting of the Board, but shall attend as an observer only. -3-

4 SECTION 2: Board Meeting Procedures A: Meeting The Board of Directors shall meet when they deem it necessary. Comment [O3]: Meet once per month. B: Quorum - At least three of the existing Board members shall constitute a quorum for the transaction of business at any Board meeting of the Village Goldwing Association. SECTION 3: Duties of Each Board Member All Board members should be ready and willing to assist other Board members in their responsibilities as needed or requested. Each Board member will ensure that in the event of their absence their responsibility is covered. Any Board member who is in receipt of money from Club activities must ensure that the Officer ultimately responsible for the funds is aware of the collection, and that all funds are transmitted to the Treasurer with the appropriate documentation in a timely manner. Any Board member who requires the payment of bills incurred for the benefit of the Club must present the appropriate documentation (e.g., receipts, voucher sheet) to the Treasurer for proper payment in a timely manner. It is the responsibility of each Board member to maintain appropriate records of their area of responsibility. Those with financial and/or inventory responsibility are subject to audit as noted in Article VI: Annual Audit. Specific Duties of the Board The following should be used as a guideline for duties: A: President - The President shall be the general executive officer of the Village Goldwing Association and of the Board of Directors, and shall be exofficio member of all committees except the Nominating Committee. The President shall appoint Committee Heads to handle such activities as events, rides, etc. He/She shall sign all minutes of the meetings after approval and be responsible for properties belonging to the Association, all of which he/she shall hand over to his/her successor with an inventory thereof embodied in the Minute Book. He/she shall be primary representative of the Club. B: Vice-President The Vice-President shall preside at all Membership and Board meetings of the Village Goldwing Association in the absence of the President, and shall assume all other duties of the President in his/her absence. The Vice-President shall serve as a Member-at-Large and also be responsible for establishing a calendar of upcoming events, presenting it at each monthly meeting, and reporting past events at the same monthly meeting. Comment [O4]: Change to President Elect -4-

5 C: Recording Secretary The Recording Secretary shall carefully and completely record the proceedings of any Board meeting, Membership meetings and any special call meetings. Original copies of all past meeting minutes for the preceding 12 months shall be retained by the Recording Secretary and be available at meetings for inspection by the Board and/or membership. The most recent past meeting minutes will be presented to the members electronically and amended as needed or necessary. The Recording Secretary shall be responsible for maintaining all club historic records provided to him/her. A record of appointments to the Board of Directors and of changes to the Constitution and By-Laws shall be maintained permanently. D: Treasurer The Treasurer shall be the custodian of all funds of the Village Goldwing Association and shall receive all membership dues, fund raising moneys, contributions and any other moneys. A receipt shall be provided to the person responsible for the moneys derived from their area of responsibility. It is the responsibility of the Treasurer to maintain an up-to-date check register and be accountable for all receipts. The Treasurer shall summarize transactions from the last report date at each meeting, i.e. collections, expenses incurred, and disbursements. The Treasurer s books will be made available upon request. It is the responsibility of the Treasurer for conducting the annual membership enrollment process, and for establishing and maintaining a current list of membership of the club. E: Safety Officer The Safety Officer shall be responsible for a 5-10 minute presentation on a safety issue at each meeting. A guest speaker would require more time for a Q&A session. These safety issues would primarily apply to the operation and maintenance of our Goldwing s but may also include safety issues pertinent to our lifestyle in The Villages. ARTICLE V: MEMBERSHIP MEETING PROCEDURES SECTION 1: Meetings The meetings shall be held monthly subject to schedule changes. Special meetings shall be held on those occasions where it is deemed necessary by the Board of Directors. SECTION 2: Quorum Two members of the Board of Directors and members present constitute a quorum for the transaction of business at any Membership Meeting of the Village Goldwing Association. SECTION 3: Order Of Business A. President shall call the meeting to order and open with the Pledge of Allegiance to the Flag. B. The Recording Secretary shall present the minutes of the previous meeting, for approval. -5-

6 C. The Treasurer shall give the monthly report and present any other pertinent financial information. D. The Vice President shall present his/her report. E. Review of Old Business. F. Introduction of New Business. G. The President shall present a report. H. Any raffle will be conducted. I. The President shall entertain a motion to adjourn the meeting. SECTION 1: General Information ARTICLE VI: ANNUAL AUDIT In January of each year, an Audit Committee shall be appointed by the President to conduct an official examination of all financial and inventory records of the Village Goldwing Association. The Committee shall consist of three (3) members who are not Board Members. At least one (1) should be a carryover from the prior year s Audit Committee. As necessary, the Committee shall meet with any Board Member(s) who have financial and/or inventory responsibility to conduct Village Goldwing business. The financial and/or inventory records of such individuals shall be examined. The Audit Committee shall present to the Board and the membership, for its March meeting, a written report of its findings including any recommendations. ARTICLE VII: ELECTION OF BOARD MEMBERS SECTION 1: General Definitions A: Nomination Committee The Nomination Committee shall be not less than two (2) people appointed by the President and approved by the membership at the October Membership Meeting. The Committee Chairperson shall present a recommended slate of candidates at the November Membership Meeting. B: Nominations Members interested in serving on the Board may submit their names to the Nominations Chairperson for consideration prior to the November meeting. At the November meeting, other nominations will be entertained from the floor for elective office to the Board. All nominated members must meet the requirements as stated in Article IV, Section

7 C: Elections The Elections will be conducted at the December Membership Meeting. Nominations for Board positions will not be entertained at the Election Meeting. D: Commencement of Term The term of the newly elected members of the Board of Directors begins at 12:01 a.m. of the first day of January. SECTION 2: Election Procedures The election shall be conducted by the Nominations Chairperson. The Chairperson s duties shall be to provide ballot forms to be used at the election and preside over the election, including collection and tallying of cast ballots. The current Membership roster shall be available for determining voting eligibility. The order in which the Board of Directors shall be listed on the ballot shall be: Treasurer, Recording Secretary, Vice-President, President All voting shall be by written ballot and the results made known to the membership upon completion of tabulation at the December meeting. The Nominations Chairperson shall declare the election of candidates receiving the most votes for each office. If the position is un-opposed, the Secretary shall cast one vote to elect the eligible member. Comment [O5]: Need to add a Membership Chairperson to the Board. ARTICLE VIII: INDEMNIFICATION & LIABILITY No individual member or officer of the Village Goldwing Association shall be held liable for debts, liabilities or obligations of the club. ARTICLE IX: DISSOLUTION In the event of the dissolution of the Village Goldwing Association, the artifacts and memorabilia belonging to the Association shall be disposed of at the discretion of the membership. Additionally, any moneys belonging to the Association shall be donated to a charitable organization selected by the Membership. In no event will any moneys in the treasury be distributed to the Board or Members of said Association. -7-