Tiger Point Sports Association

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TPSA Bylaws

 

AMENDMENT TO THE

BYLAWS

(Dated: December 10, 2007)

 

OF

 

TIGER POINT PARK BOARD, INC.

(a Florida corporation not-for-profit)

DBA TPPB and TPSA

Also referred to in this document as Tiger Point Sports Association

 

 

ARTICLE 1: MEMBERS

 

SECTION 1. Membership: The members shall be dues paying families in good standing whose child(ren) are participating in sanctioned sports, either directly or indirectly, facilitated by the Tiger Point Park Board, a.k.a Tiger Point Sports Association (TPSA). There will be one membership and corresponding vote per Family.

 

 

ARTICLE II: DIRECTION AND MANAGEMENT OF THE CORPORATION

 

SECTION 1. Management. All corporate powers shall be exercised by and under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board of Directors and the Executive Committee.

SECTION 2. Meetings:

  1. The annual meeting of the Board of Directors shall be held in November of each year or at a date advertised with two weeks notice, established by the Board of Directors or at such other time as the Board of Directors may determine. The Board of Directors shall endeavor to hold regular meetings of the Board for conducting the regular business of the Corporation on a monthly basis, or as frequently as the Board shall determine to be appropriate.

  2. Special meetings of the Board of Directors may be called by the President or by a majority of the Directors by giving seven days written or email notice of the time, place and purpose of the meeting to all members of the board of Directors; however, in the event of an emergency or extraordinary meeting of the Board of Directors, two days written or email notice of the time, place, and purpose of the meeting shall be sufficient.

  3. Annual and special meetings of the Board of Directors shall be held at the principal place of business of the Corporation or at such other places as may be designated by the person or persons giving notice or otherwise calling the meeting.

  4. Special meetings of the executive committee shall also be called by the president. These meetings will be held to address issues that must be addressed prior to the regularly scheduled board meeting.

SECTION 3. Quorum and Voting: A majority of the number of Directors then serving shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The actions of a majority of those Directors present at a meeting at which a quorum is present shall be the actions of the Board of Directors, unless otherwise provided herein or in the Articles of Incorporation.

 

ARTICLE III: BOARD OF DIRECTORS.

SECTION 1. Term: Qualifications: Members of the Board of Directors shall serve for two year terms or until after their respective successors are selected. A director must (i) be a natural person at least eighteen years of age; (ii) have passed Santa Rosa County Background Check within 1 year of taking office (iii) a member in good standing. Upon expiration of his or her term, a member of the Board of Directors may be elected to a maximum of (3) terms. A member may be re-elected after leaving post for one year.

SECTION 2. Selection: The eleven member Board of Directors shall be comprised of eleven separate Board Positions Subject to the qualifications set forth above, of this Article,

 

3. Members of the Board of Directors; Terms of Office. Members of the Board of Directors, and their respective Board Positions, shall be as set forth in Articles of Incorporation. During even year elections, five (5) Board member positions will be nominated and elected and odd number years six (6) positions will be nominated and elected. A nominating committee will manage annual nomination process. The nominating committee will consist of members of the Board and TPSA members, as designated by the Board, who are not on the rotation for current year election.

SECTION 4. Resignation. Removal. Any director may resign at any time by giving written notice to the Corporation, the Board of Directors, or its President. The resignation of any director shall take effect when the notice is delivered to the Board unless the notice specifies a later effective date, in which event the Board may fill the pending vacancy before the effective date if they provide that the successor does not take office until the effective date. Any director may be removed at any time, with or without cause, by the Board of Directors upon affirmative vote of a majority of the Board of Directors. Any director appointed by president and approved by majority vote to fill a vacancy or pending vacancy shall hold his or her Board Position for the remaining, unexpired term of his or her predecessor.

SECTION 5. Attendance. Any member of the Board of Directors who has two consecutive unexcused absences from meetings of the Board or three unexcused absences from meetings of the Board during a calendar year shall be automatically deemed to have resigned from the Board of Directors. Such resigned member may request reinstatement by applying to the President of the Board of Directors and the President shall submit the request to the Board of Directors at its next meeting. Members who resign or are deemed to have resigned may be appointed at the discretion of the existing Board, by majority vote of Board of Directors.

SECTION 6. Organization. The members of the Board of Directors shall elect, by majority vote, one of their numbers to serve as President, Vice President, secretary and treasurer. The term of office of the President, Vice President, secretary and treasurer shall be for one year; provided, however, by majority vote at a duly organized meeting, the directors may replace the president and/or the vice president, secretary and treasurer with or without cause. The president shall preside at all meetings of the Board of Directors. In the absence of the president, the Vice president shall preside. The Secretary shall record, or cause to be recorded, the minutes of the meeting. In the absence of the Secretary, the president may appoint any person to act as Secretary for the meeting.

SECTION 7. Authorization to Act on Behalf of Corporation. Each Director shall have only such authority to act on behalf of the Corporation, including but not limited to the authority to accept, enter into, reject, compromise or negotiate any contract, claim or otherwise, as is expressly provided herein or in the Articles of Incorporation. The foregoing notwithstanding, this Section shall not preclude the Board of Directors from collectively authorizing any Director or other person to perform specific ministerial and/or administrative functions on behalf of the Corporation.

 

ARTICLE IV: OFFICERS

SECTION 1. Officers. The officers of the Corporation shall consist of President, Vice President, Secretary and Treasurer, each of whom shall be members of the Board of Directors. SECTION 2. Election of Officers. Initial officers of the Corporation shall be grandfathered in based on the initial provisions of the Corporation’s founding. Subsequent Officers shall be elected annually by the board of directors. Unless agreed upon by the board of directors, the election of officers should take place within four weeks of the annual TPSA meeting.

SECTION 3. President. Subject to the restrictions and limitations set forth herein and in the Articles of Incorporation, the duties of the President shall be as follows:

  1. Subject to orders of the Board of Directors, to act as Chief Executive Officer of the Corporation and to have all power and duties which are customarily vested in the office of President of a corporation;

  2. To join with the Treasurer (or the Vice President in the absence of the Treasurer) to sign checks, vouchers or their orders drawn upon any bank or other depository in which the funds and securities of the Corporation are deposited, except as herein otherwise provided, and to sign on behalf and in the name of the Corporation all other papers, documents and writings requiring the signature of this Corporation except as herein otherwise provided;

  3. To see that the orders of the Board of Directors are carried out promptly and to advise the Board of Directors if its orders are not carried out;

  4. To perform such other duties as may be prescribed by the Board of Directors;

  5. To be an ex officio member of all committees; and

  6. With the approval of the Executive Committee, appoint other committees not otherwise provided for and assign their duties.

 

SECTION 4. Vice President. Subject to the restrictions and limitations set

Herein and in the Articles of Incorporation, the duties of the Vice President shall be as follows:

  1. To assist the President generally;

  2. To assume all of the duties and exercise all of the powers of the President should the President for any reason be unable or unwilling to act, until such time as the President resumes the duties of President or a new President is appointed, and at such other times when specifically so directed by the Board of Directors;

  3. To sign all papers and documents which the President may sign in order to bind the Corporation through contract or other obligations;

  4. To join with the Treasurer (or the President in the absence of the Treasurer) to sign checks on any bank or other depository in which funds are securities of the Corporation are deposited; and

  5. To perform such other duties as may be prescribed by the Board of Directors.

SECTION 5. Secretary. Subject to the restrictions and limitations set forth herein and in the Articles of Incorporation, the duties of the Secretary shall be as follows:

  1. To attend all meetings of the Board of Directors;

  2. To keep, or cause to be kept, accurate minutes of the proceedings of all meetings of the Board of Directors and to preserve, or cause to be preserved, the same in the minutes book of the Corporation;

  3. To keep, or cause to be kept, on record a copy of the Articles of Incorporation of the Corporation and a copy of the Bylaws, as they may be amended from time to time, and to have custody of, and maintain, all corporate records (except financial records) of the Corporation;

  4. To join with the President in signing the name of this Corporation to all papers, documents and writings requiring the signature of the Corporation;

  5. To keep the seal of the Corporation and affix the seal to such official documents, records and papers may be required;

  6. To carry on such of the general correspondence of the Corporation as may be assigned to the Secretary by the President;

  7. To give such bond for the faithful performance of the Secretary’s duties as the Board of Directors may require; and

  8. To perform such other duties as may be prescribed by the Board of Directors or the President.

SECTION 6. Treasurer. Subject to the restrictions and limitations set forth herein and in the Articles of Incorporation, the duties of the Treasurer shall be as follows:

  1. To join with the President (or the Vice President in the absence of the President) to sign checks on any bank or other depository in which funds and securities of the Corporation are deposited;

  2. To receive and maintain, or cause to be maintained, the care and custody of all of the funds and securities of the Corporation and to deposit same in the name of the Corporation in such depository or depositories as may be selected pursuant to the requirements of these Bylaws.

  3. To keep custody of all corporate funds and financial records and to maintain, or cause to maintain full and accurate accounts of receipts and disbursements and to render accounts thereof at the annual meeting of the Board of Directors and whenever else required by the Board of Directors or the President;

  4. To give such bond for the faithful performance of the Treasurer’s duties as the Board of Directors may require;

  5. To account to the Treasurer’s successor in office for all funds and securities which were listed on the Treasurer’s books at the time of the last audit and all funds and securities which have come into the Treasurer’s hands since the last audit of the books of the Treasurer’s office and deliver over to the Treasurer’s successors such funds and securities as remain on hand upon the appointment and qualifications of said successor;

  6. To cause a review of the books and financial accounts of the Corporation to be made in accordance with the provisions of these Bylaws as soon as practicable after the close of the fiscal year of the Corporation to have the requires of same submitted to each member of the board of directors immediately upon completion and to have the said audit reviewed by the Board of Directors, collectively, and its next meeting thereafter;

  7. To prepare or cause to be prepared an annual budget for the Corporation and quarterly reports of the Corporation, as provided herein, in such form and with such detail as requested by the Board of Directors; and perform such other duties as may be prescribed by the Board of Directors or the President.

  8. To bring balance sheet to all TPSA board meetings.

 

SECTION 7. General. In the event of the absence, inability or refusal to act of any other officers of the Corporation, the Board of Directors may appoint any member of the Board of Directors to perform the respective duties of such officer or officers.

 

SECTION 8. Removal. Vacancies. An officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, upon majority vote of the Board of Directors. Any vacancy in any officer may be filled for the remaining term thereof by majority vote of the Board of Directors.

 

ARTICLE V. EXECUTIVE COMMITTEE

There shall be an Executive Committee of the Board of Directors composed of the officers of the Corporation set forth in Article IV of these Bylaws. The Executive Committee shall have the powers of the Board of Directors and shall take all necessary action in furtherance of the objectives of the Corporation which cannot be conveniently handled by the Board of Directors during the regular course of business. At the next scheduled meeting of the Board of Directors following any action taken by the Executive Committee, the Executive Committee shall report to the Board of Directors on any action taken. The Executive Committee shall not have the power to (i) amend the Articles of Incorporation or these Bylaws; (ii) elect an officer; or (iii) select a person to become a member of the Board of Directors.

A majority of the number of members of the Executive Committee then serving shall constitute a quorum for the transaction of business at any meeting of the Executive Committee. The actions of a majority of those members of the Executive Committee present at a meeting at which a quorum is present shall be the actions of the Executive Committee, unless otherwise provided herein or in the Articles of Incorporation.

 

ARTICLE VI: FACILITIES MANAGEMENT

SECTION 1. General. The primary responsibility of the Corporation shall be the organization, upkeep and management of that certain recreational facility known as the Tiger Point Park (the “Park”). It is recognized that Santa Rosa County will be primarily responsible for major maintenance efforts at the Park. These maintenance efforts may include, but are not limited to, sidewalks, tennis courts, basketball courts, pavilions, restrooms, playgrounds, and other related items. TPSA shall be responsible for minor maintenance efforts and upkeep at the baseball, softball, football and soccer areas of the Park.

 

ARTICLE V: Recreational Commissioners

SECTION 1. Commissioner(s) – Baseball/Softball. Subject to the restrictions and limitations set forth herein and in the Articles of Incorporation, the duties of the commissioner(s) – Baseball/Softball shall be as follows:

  1. To periodically inspect the condition of baseball and softball fields and adjacent areas at the Tiger Point Park so as to assure proper maintenance thereof and to assure proper operation of appurtenances (e.g., irrigation system);

  2. To report to the President and to the Board of Directors any deficiencies observed with respect to the condition and needed maintenance of the baseball and softball fields and adjacent areas;

  3. To be the primary contact with representatives of Santa Rosa County with respect to needed maintenance of the baseball and softball fields and adjacent areas;

  4. To generally oversee and monitor such maintenance of the baseball/softball fields and adjacent areas performed by or at the request of Santa Rosa County;

  5. To make recommendations to the President and to the Board of Directors as to maintenance, upkeep, modifications, and the like deemed advisable for the use and benefit of the baseball and softball fields and adjacent areas; and

  6. To perform such other duties as may be prescribed by the Board of Directors or the President.

SECTION 2. Commissioner – Football. Subject to the restrictions and limitations set forth herein and in the Articles of Incorporation, the duties of the Facilities Manager – football shall be as follows:

    1. To periodically inspect the condition of football fields and adjacent areas at the Tiger Point Park so as to assure proper maintenance thereof and to assure proper operation of appurtenances (e.g., irrigation system);

    2. To report to the President and to the Board of Directors any deficiencies observed with respect to the condition and needed maintenance of the football field and adjacent areas;

    3. To be the primary contact with representatives of Santa Rosa County with respect to needed maintenance of the football fields and adjacent areas;

    4. To generally oversee and monitor such maintenance of the football fields and adjacent areas performed by or at the request of Santa Rosa County;

    5. To make recommendations to the President and to the Board of Directors as to maintenance, upkeep, modifications, and the like deemed advisable for the use and benefit of the football fieldsand adjacent areas.

    6. To perform such other duties as may be prescribed by the Board of Directors or the President.

 

SECTION 3. Commissioner – Soccer. Subject to the restrictions and limitations set forth herein and in the Articles of Incorporation, the duties of the Facilities Manager – Soccer shall be as follows:

  1. To periodically inspect the condition of soccer fields and adjacent areas, at Tiger Point Park so as to assure proper maintenance thereof and to assure proper operation of appurtenances (e.g., irrigation system);

  2. To report to the President and to the Board of Directors any deficiencies observed with respect to the condition and needed maintenance of the soccer fields and adjacent areas;

  3. To be the primary contact with representatives of Santa Rosa County with respect to needed maintenance of the soccer fields and adjacent areas;

(d) To generally oversee and monitor such maintenance of the soccer fields and adjacent areas performed by or at the request of Santa Rosa County;

 

(e) To make recommendations to the President and to the Board of Directors as to maintenance, upkeep, modifications, and the like deemed advisable for the use and benefit of the soccer fields and adjacent areas;

(f) To perform such other duties as may be prescribed by the Board of Directors or the President.

 

ARTICLE VII. FISCAL MANAGEMENT.

SECTION 1. Depository. The depository of the Corporation shall be such banks or financial institutions as shall be approved depositories by the Board of Directors, and in which the monies and investments of the Corporation shall be deposited. Withdrawal of monies shall be only by checks or drafts signed or approved by two of the President, Vice President, and Treasurer, and other persons as are authorized by the Board of Directors.

SECTION 2. Fiscal Year. The fiscal year for the Corporation shall commence on January 1 of each year and shall end on the following December 31.

SECTION 3. Safekeeping. The investments of the Corporation, including but not limited to stocks, bonds, other securities and evidence of indebtedness, shall be kept in safekeeping only such places and only under such security as shall be approved for investments of the Board of Directors.

SECTION 4. Audit. The Corporation shall retain the use of a Professional Accountant to review the books and records of TPPB/TPSA and prepare all annual filings as required by Federal, State and Local statutes. An audit shall be performed upon motion of board and approved by majority vote.

SECTION 5. Fidelity Bonds. Fidelity bonds may be required by the Board of Directors from all persons handling or responsible for the Corporation’s funds or investments. The amount and form of such bonds and the issuers thereof shall be approved by the Board of Directors and the premiums shall be an expense of the Corporation.

SECTION 6. Annual Budget. Quarterly Reports.

  1. At each annual meeting, the Board of Directors shall adopt a comprehensive annual budget for the next fiscal year of the Corporation, which shall include projected balance sheets and income statements, each set forth on a quarterly basis, and a narrative description of the Corporation’s anticipated goals and actions (the “annual budget”). The Treasurer shall be responsible for preparing, or causing the preparation of, a proposed annual budget and delivering a copy thereof to each Director at least thirty (30) days prior to the annual meeting of the Board of Directors.

  2. Within forty five (45) days after the end of each quarter following the fiscal year, the Treasurer shall deliver or cause to be delivered to each member of the Board of Directors a quarterly report showing a comparison between the annual budget and actual results of the operations of the Corporation. This statement shall include a brief narrative explaining any material discrepancies between the annual budget and the actual results of operations.

  3. The treasurer shall be available to respond to questions from any of the members of the Board of Directors with respect to any proposed annual budget or any quarterly report.

  4. Within forty-five (45) days following the end of the Corporation’s fiscal year, the Treasurer shall deliver or cause to be delivered to each member of the Board of Directors a complete financial report of actual receipts and expenditures for the previous twelve (12) months. The report shall show the amounts of receipts by accounts and receipt classification and shall show the amounts of expenses by accounts and expense classifications.

SECTION 7. Compensation of Officers and Directors. No compensation of any nature whatsoever may be paid to or for the benefit of any officer or director, nor shall any compensations or other remuneration be paid to any one as consideration by any officer or director. The foregoing notwithstanding, the Corporation is authorized and empowered to reimburse an officer or director for actual, reasonable out-of-pocket expenses incurred by an officer or director while acting in his official capacity on behalf of the Corporation. In order to be reimbursed for any out-of-pocket expenses, the officer or director must first request and obtain the approval of the Board of Directors before incurring the expense. No after the fact approval of expenses shall be valid.

SECTION 8. Check Writing Authority. Any check written or drawn upon any amount of the Corporation that is greater than $100 must be signed by two officers of the Corporation in order to be valid.

 

VIII: BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of the Board of Directors.

 

ARTICLE IX: INDEMNIFICATION

The Corporation may indemnify, and may insure, its officers, directors, employees and agents to the fullest extent permitted by law.

 

ARTICLE X: AMENDMENTS

These Bylaws may be altered, amended, rescinded or repealed at any annual or special meeting of the Board of Directors by the affirmative vote of at least seven (7) members of the Board of Directors, provided that notice thereof is given in accordance with these Bylaws and is otherwise required by law.

THESE BYLAWS ARE ADOPTED AS OF THE 10th DAY OF December, 2007.

I, W. Shane Player the duly appointed, qualified and acting Secretary of TIGER POINT PARK BOARD, INC., a not-for-profit corporation organized and existing under the laws of the State of Florida, do hereby certify that the foregoing is a true and correct copy of the Bylaws of the Corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Corporate seal of the Corporation on this 10th day of December, 2007.

__________________________________________________________

Secretary

 

(CORPORATE SEAL)

 
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