bylaws.htm (Posted 1/3/08) Return to TCA home page
Bylaw14.doc January 18,
( See annotation at end of by-laws)
Trilby Community Association
approved Bylaws of November 4, 2004 as amended July 18, 2005, December 12, 2005,
August 21, 2006 and January 18, 2007
Article I – Purpose
The purposes for which the Greater Trilby Community Association, herein
referred to as the “Association” is organized are exclusively charitable,
religious, educational, scientific and literary within the meaning of Section
501 (c) (3) of the Internal Revenue Code as revised September 1998 or the
corresponding provision of any future United States Internal Revenue Law.
The greater Trilby area is defined as the area in northeastern Pasco
County bordered by Hernando County on the north, Withlacoochee State Forest on
the east, Christian Road and Powerline Road on the south, and the Blanton/Trilby
road on the west and may hereinafter be referred to as the “Area.”
The Association exists to provide community-based programs and services
to citizens in the Area as it seeks to attain its goals and ideals; to interpret
and communicate these goals and ideals; and to provide services and facilities
for the general benefit of the Area.
The goals and ideals for which the Association is formed are:
A. to establish a facility in the Area where people of the Area
can work together to provide educational, social and cultural opportunities that
will enhance and nurture the needs of the area; and
B. to encourage and assist other nonprofit organizations as
recommended by the Board of Directors to initiate programs and provide
opportunities in the Area that will foster a sense of pride, unity and
fellowship among its citizens.
other provision of these bylaws, the Association shall not carry on any other
activities not permitted to be carried on by an organization exempt from Federal
income tax under Section 501 (c) (3) of the Internal Revenue Code as revised
September 1998 or the corresponding provision of any future United States
Internal Revenue Law.
shall be nondiscriminatory in policy and shall not discriminate on the basis of
race, color, nationality, religious denomination, sexual orientation, ethnic
origin, gender or age in administration of any of its activities.
Article II – Membership
Membership in the Association is open to any person wishing to support
the purpose and goals of the Association and who resides, owns property, or is
employed in the Area as defined above.
The Board may, in the future, establish levels and terms of membership;
however, nothing shall discriminate against patrons who are not members from
full participation in the activities of the Association, so long as their
participation supports the goals and ideals of the Association. They,
however, do not have voting rights and cannot be elected to an office or
position in the Association as those identified in Section 1.
The board may grant exceptions by majority vote.
III – Manner of Election
1. Annual meeting
There will be a meeting in January or February of each year, which will
be designated a general annual meeting and at which time general elections will
be held. The nominating committee
will present a slate of officers and Board members.
Other nominations will be allowed from the floor.
Elected officers and Board members become installed upon election.
Section 2. Board of
A. The Board of Directors, referred to as the “Board” in
these bylaws, shall consist of not less than five (5) nor more than fifteen (15)
members. Board members will elect
their own chairperson annually at the first meeting following the general annual
B. The Board shall have general supervision and management of
the business and affairs of the Association and shall prescribe the duties and
powers of all Officers within the limits of the bylaws.
The Board will meet as they deem appropriate, but not less than annually.
C. The Directors shall be elected for terms of two years from
nominees at an annual meeting. At
the first election, a simple majority of the Directors will be elected for
two-year terms and the remaining will be elected for one-year terms.
Thereafter, all will be elected for two-year terms, with approximately
half of the members facing election each year, thereby creating staggered Board
D. Board members must be
present at three-quarters of the regularly scheduled meetings each year, as
calculated by the Secretary in December or their position will be open for
election at the annual meeting.
Section 3 – Officers
A. The Officers of the Association shall consist of a President,
Vice-President, Secretary, Treasurer and Assistant Treasurer and such other
Officers with such titles, powers and duties as may be prescribed by the Board
in a resolution duly adopted for that purpose by a two-thirds vote of the
B. Officers shall be elected by the Association membership every
two years at the annual meeting and serve a two-year term.
C. Officers may be members of the Board.
D. Any Officer may be removed from the office by a two-thirds
vote of the Board when in its judgment the best interest of the Association
shall be served by such action. Grounds
for removal from office include malfeasance, misfeasance, absenteeism, or for
actions bringing discredit or harm to the Association.
E. If any Officer is incapacitated or resigns, the Board will
call a special meeting for an election. Notice
of the meeting must be given 25 days before, and the meeting must be held within
90 days of the Officer leaving the office.
Article IV – Powers and Duties
A. The Board shall have full power to modify the conditions and
regulations under which any funds received shall be spent, so as to secure the
application of the funds in the best manner adapted to the conditions of the
time and to the needs of the Association; provided, however, that the
transactions of the Association shall at all times be related to the general
purposes included in previous sections.
B. The Association shall receive and administer funds derived
from fund-raising events, gifts, endowments, bequests and grants for the
promotion of the objectives of the Association.
C. No part of the activities of the Association shall be for
carrying on propaganda, or otherwise attempting to influence legislation; nor
shall the Association participate in, or intervene in, including the publishing
or distribution of statements, any political campaign on behalf of any candidate
for public office; nor shall the Association engage in any transactions,
accumulations of funds, or any other activities prohibited to tax-exempt
charitable, religious, educational and literary organizations or by other laws
of the United States of America, or any laws of the State of Florida, or any
other state or country where such activities of the Association are conducted.
D. No part of the net earnings of the Association shall inure to
the benefit of any Director, officer, member, or private individual except as
reasonable compensation for services rendered, goods received, and other
property or valuable thing which may be acquired by the Association for the
accomplishment of its purposes. No
dividend shall ever be declared or paid by the Association.
E. Notwithstanding this section, the Association may provide
material and financial assistance to members of the Area in time of disaster or
need as long as the action can be described as a humanitarian gesture and not a
reward or payment.
Section 2. Board of
A. Board members provide the general oversight of the activities of the Association. They provide guidance and administrative control over the Association Officers and are required to meet at the call of the President. Board members are expected to attend all Board meetings and general meetings whenever possible. Absence from three consecutive Board meetings is cause for possible removal from office and possible assignment to the Advisory Board.
Advisory Board to the Board of Directors:
The Advisory Board is made up of individuals who have a significant
contribution to make to the Association and the community, but are not able to
regularly attend scheduled Board or general meetings.
They are eligible to attend any Board of Directors meetings that they
wish, but do not have a vote. Their
input is sought and respected and they have the title of “Advisory Board
Section 3. Officers
A. President: -The
President shall preside at all meetings of the Association. This officer will create committees and appoint the members
of all committees, develop a draft agenda for the Secretary, and represent the
Association with other organizations and the public.
B. Vice President:
The Vice President shall have the powers and exercise the duties of
the President as the President assigns or in case of the President's absence
C. Secretary: The Secretary oversees the legal affairs of
the Association. This officer sends
out appropriate notices of all meetings, keeps a record of all general meetings
and all meetings of the Board of Directors, to include minutes of the
proceedings and a record of attendees. The
Secretary coordinates all written communication.
D. Treasurer: the Treasurer is responsible for the financial
affairs of the Association. This
officer establishes bank accounts, deposits all funds received, disburses funds
as required and maintains books accurately showing the financial activity and
status of the Association. The
books shall be available for inspection by the Board. The Treasurer will complete reports required by law regarding
the Association’s financial affairs to state and federal agencies as
Section 4. Vacancies
A. Should the office of
President become vacant the Vice President shall assume the duties and office of
the President until a special election can be called to elect a President.
B. Should the office of
Vice President become vacant the Board will appoint a director to assume
the duties until an election can be held.
C. Should the office of
Secretary or Treasurer become vacant, the Board will appoint a successor who
will serve the remainder of the term.
D. The Board of Directors does not have to contain the maximum number of members allowed. If the Board of Directors wishes to fill a vacancy before the annual election, nominations may be made by any member of the Board at a regular meeting and approved by a majority vote of the board.
E. Assistant Treasurer:
The Assistant Treasurer shall have similar duties as the Treasurer, will
report to the Treasurer, and will serve in their place with full powers when
directed in writing by the President or Chair of the Board.
Article V. – Committees
Section 1. The President
shall define each committee and shall appoint the chairperson.
Its functions and authorities will be shown in the Board minutes that
created the committee. The President is an ex-officio member of all committees with
the exception of the nominating committee on which the President does not serve.
Section 2. Permanent
B. Social Activities
D. Youth and Education
Property and Equipment
H. Community Growth and Development
The Nominating Committee consists of two directors and three other
members and nominates candidates to serve as Directors and Officers.
The affairs of this committee are to be kept secret.
Article VI - Amendments to Bylaws
These Bylaws may be
amended at any regular general meeting or at any special general meeting by a
two-thirds vote of the Members present, providing the amendment has been
submitted to the Members of the Board at a previous meeting or has been mailed
to each Member of the Board at least twenty (20) days prior to the meeting at
which voting is to take place.
Article VII - Indemnification of Directors and Officers
As used in this
article, the term “costs” shall include, but not be limited to, attorney
fees and amounts of judgments against and amounts paid to the Association.
Every person who is
or has been designated as a Director or Officer of the Association shall be
indemnified and held harmless by the Association from and against all costs and
expenses which may be imposed upon or reasonably incurred by that Director or
Officer in connection with any costs arising out of any claim, action, suit or
proceeding with which that Director or Officer may be involved by reason of that
person being or having been a Director or Officer of this Association whether or
not that person continues to be a Director or Officer of this Association at the
time such costs are imposed or incurred.
However, no such
Director or Officer shall be so indemnified with respect to any matter as to
which such Director or Officer shall be finally adjudged to be liable for actual
misconduct in the performance of duties as a Director or Officer.
The Association may settle any litigation against a Director or Officer
if the costs of such settlement will not substantially exceed the estimated
costs of defending such claim, action, suit or proceeding to a final conclusion.
The foregoing rights of indemnification shall not be exclusive of other
rights to which any such Director or Officer may be entitled as a matter of law.
Article VIII - Exemption of Directors and Officers for Personal
The private property of all Directors and Officers of the Association
shall be wholly exempt from liability for any and all debts, obligations and
liabilities of the Association.
The Directors and Officers of the Association shall have no vested right,
title, interest, or privileges in or to assets, functions, affairs, or business
of the Association. No dividends shall be paid and no part of the income of the
Association shall be distributed to its Directors or Officers.
Article IX - Dissolution of the Association
The Association can
be dissolved by a two-thirds vote of the Board.
In the event of the dissolution of the Association or the termination of
its corporate existence, the net assets shall be distributed to organizations
judged suitable by the Board, which organizations shall be tax-exempt under
Section 501 (c) (3) of the Internal Revenue Code as revised September 1998 or
the corresponding provision of any future United States Internal Revenue Law.
Start of History of changes January
Bylaw 14.doc January 18,
amendments: Art III, Sec 2, C, Art III, Sec 3, B; Art III, Sec 3, A; Art IV, Sec
3, E (Remove Term Limits, Add Asst. Treasurer)
Bylaw12.doc August 21, 2006
Three amendments Art III, Sec 2, D; Art IV, Sec 2, A & B; Art IV, Sec
4, D (Attendance, Advisory Board,
Bylaw11.doc February 14, 2006
No changes yet – plan for advisory board
Contains all amendments proposed to this date.
Bylaw10.doc December 12,