bylaws.htm              (Posted 1/3/08)         Return to TCA home page

Bylaw14.doc  January 18, 2007

( See annotation at end of by-laws)

By-Laws

Greater Trilby Community Association

Board approved Bylaws of November 4, 2004 as amended July 18, 2005, December 12, 2005, August 21, 2006 and January 18, 2007

Article I – Purpose

Section 1.  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.

Section 2.  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.”

Section 3.  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.

Section 4.  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.

Notwithstanding any 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.

The Association 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

Section 1.  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.

Section 2.  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.

Article III – Manner of Election

Section 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 Directors

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 meeting.

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 membership.

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 Directors.

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

Section 1.  General

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 Directors

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.

B.      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 Member.”

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 or incapacity.

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 appropriate.

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 Committees

A.        Safety

B.        Social Activities

C.        Program

D.        Youth and Education

E.        Publications

F.        Property and Equipment

G.        Commerce

H.        Community Growth and Development

I.          Historical

J.        Nominating

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 Liability

Section 1.  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.

Section 2.  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 4, 2007

Bylaw 14.doc  January 18, 2007      Four 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, Vacancies)

Bylaw11.doc February 14, 2006      No changes yet – plan for advisory board  Contains all amendments proposed to this date.

Bylaw10.doc  December 12, 2005