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BY-LAWS OF KREWE OF MASSALINA, INC.

1. ARTICLE I - MEETING OF MEMBERSHIP l. Annual Meetings. The annual meeting of the membership of this corporation shall be held at 6:00 p.m. on the second Tuesday in January of each year, commencing with the year 2001. Each annual meeting shall be held at the office of the corporation, unless some other place in or out of the State of Florida is designated by the Board of Directors three (3) weeks or more before the day of such meeting. 2. Special Meetings. Special meetings of the membership may be called for any purpose or purposes and held at any place in or out of the State of Florida, at any time, by call of the President, by resolution of a majority of the Board of Directors, or at the request of membership. Notice of such special meeting must be given at least ten (10) days prior to the date of such meeting. 3. Notice and Waiver. Notice of membership meetings, signed by the Secretary, shall be mailed to each member having the right and entitled to vote at such meeting, at his address as it appears on the records of the corporation, not less than ten (10), nor more than sixty (60) days before the date set for the meeting. The notice shall state the purpose of the meeting and the time and place it is to be held. Such notice shall be sufficient for the meeting and any adjournment thereof. Any member may waive notice of any meeting either before, or after the meeting. Any meeting of the membership may be held within or without the State of Florida. 4. Quorum. A quorum at any meeting of the membership shall consist of a majority of the membership of the corporation represented in person, and a majority of such quorum shall decide any question that may come before the meeting, but any number of members, even if less than a quorum, may adjourn any meeting. 5. Voting. Every member having the right to vote at a meeting of the membership shall be entitled, upon each proposal presented at the meeting, to one vote if the member's dues are 1/3 paid.

and shall serve until the election and acceptance of their duly qualified successors. and may be called at any time or place by the President or by any one member. Election of Officers. 2. The business and property of the corporation shall be managed by a Board of Directors. or may be held at any time and place without notice. .ARTICLE II – DIRECTORS 1. Board of Directors. The directors shall be elected at the annual meeting of the membership by a plurality of the votes cast at such election for the term of two (2) years. 3. A majority of such quorum shall decide any questions that may come before the meeting. Regular Meetings. the directors present. If at any meeting less than a quorum is present. A quorum at any meeting shall consist of a majority of the Board. Quorum. 5. Special Meetings. Number of Directors. but unanimous written consent of all the members. 6. Special meetings of the Board of Directors may be held in or out of the State of Florida. The corporation shall have not less than 3 Directors. and at other times upon the call of the President or by the Chairman of the Board of Directors. Regular meetings of the Board of Directors shall be held immediately following the annual meeting of membership each year. Members of the Board of Directors shall be deemed present at a meeting of such board if a conference telephone or similar communication equipment is used by which all persons participating in the meeting can hear each other. or a majority of them. Officers of the corporation shall be elected by a majority of the Board of Directors and may be removed without cause in the same manner. Vacancies in the Board of Directors shall be filled by the directors remaining in office. 4. at such times thereafter as the Board of Directors may fix. on at least two (2) days' written notice. or by the presence of all members at such meeting if those not present shall at any time waive notice thereof. may adjourn the meeting to another time and/or place.

and each of whom shall hold office until his successor shall be elected and qualified. President. 3. Any officers may be removed from the office with or without cause by the vote of not less than a majority of the whole membership of the Board of Directors at any regular or special meeting of the Board. shall preside at all meetings. The officers of the corporation shall be a President. 5. Removal of Officers. shall keep full and accurate accounts of receipts and disbursements and render account thereof at the annual meetings of the membership and whenever else required by the Board of Directors or President. shall record the minutes of all meetings of the membership and Board of Directors. and maintain all of the corporate records except the financial records. Secretary. . and shall perform such other duties as may be prescribed by the Board of Directors or President. 4. send out all notices of meetings. unless sooner removed by the Board of Directors. and perform all such other duties as are incident to his office or are properly required of him by the Board of Directors. shall execute all instruments in the name of the corporation and inscribe the seal where necessary or requested. shall have the general supervision of the affairs of the corporation. Treasurer. The Treasurer shall have custody of all corporate funds and financial records. and perform such other duties as may be prescribed by the Board of Directors. The President shall be the chief executive officer of the corporation. The Secretary shall have custody of. Officers. attest to the seal of the corporation where necessary or required. Any person may hold two or more offices. each of whom shall be elected annually for the term of two (2) years. a Secretary and a Treasurer. who shall be a director. shall make reports to the directors and membership.ARTICLE III – OFFICERS 1. 2.

by the majority vote of the members present. engraved. ARTICLE V – AMENDMENTS 1. 2. if the proposed change shall have been included in the notice of the meeting. such Directors' amendment shall be confirmed or nullified. _____________________________________________________ William Smith _____________________________________________________ Emily Dowdy _____________________________________________________ Maxie McPherson _____________________________________________________ Edward Martin _____________________________________________________ Kathryn Miller _____________________________________________________ Arlene Srnith _____________________________________________________ Mark DeShields _____________________________________________________ Patty Greenlee _____________________________________________________ Janet Kessler . or an impression seal.SEAL The corporate seal of the corporation shall consist of a flat faced circular die with the name of the corporation and the word "Seal" inscribed thereon. 2000. printed. Directors may amend or repeal By-Laws with immediate effect. but the same shall be submitted upon notice at the next occurring meeting of the members. By Membership. Members may amend or repeal these By-Laws in whole or in part at any the membership's regular or special meeting. Excepting By-Laws adopted or previously confirmed by members. upon the resulting vote of a majority vote of members present. THE ABOVE By-Laws were adopted and approved by the Board of Directors on the _ day of . By Directors.ARTICLE IV . and may be facsimile.