ARTICLE I: OFFICES
The principal office of the Corporation shall be in the State of Florida. The Corporation shall designate a registered office in accordance with Florida law and shall maintain it continuously. The Corporation may have offices at such other places within and without the State of Florida as the Board of Directors may from time to time determine.
ARTICLE II: MEMBERSHIP AND DUES
SECTION 1: Membership is open to all persons and organizations interested in original hobo nickels.
SECTION 2: The governing Board of Directors shall have final authority to approve or disapprove memberships.
SECTION 3: The membership shall consist of regular, junior, associate, charter life, life, and chapter members. At the preference of the board, honorary memberships of any type may be awarded in accordance with section 8 below. Charter memberships were only available to those who joined the organization during the first year.
SECTION 4: Members shall be entitled to all privileges of the Corporation, including the right to vote, hold office and receive the official publication.
SECTION 5: Individual members shall be those persons elected as herein set forth:
A. Any individual of good moral character at least nineteen (19) years of age shall be eligible for regular membership.
B. Junior members shall be those individuals of good moral character of less than nineteen (19).
C. An associate membership is available to any person who shares a mailing address with a regular or junior member. Associate members do not receive any copies of club publications but shall be entitled to all other privileges of the corporation.
SECTION 6: Coin clubs, societies, associations, museums, schools, libraries and kindred organizations may be considered for chapter membership.
SECTION 7: Life members shall be those individuals and chapter members approved as such as herein set forth:
A. Any individual or chapter applicant shall be eligible for life membership provided the application is approved by the Board of Directors.
B. Life membership numbers shall be preceded by the letters LM (or CLM in the case of Charter Life Members).
SECTION 8: Yearly honorary membership may be conferred only by the Board of Directors upon any person who has rendered the Corporation or the science of numismatics, some particular or noteworthy service considered deserving of this special and distinctive title.
SECTION 9: Application for membership.
A. Applications shall be in writing on a membership application form as prescribed by the Board of Directors.
B. Such application and the advance payment of dues shall be sent to the secretary.
C. When the Board of Directors accepts the application, the applicant shall be admitted and notice of their name and state be published in the next official publication.
D. In the event the application is rejected, the advance payment of dues shall be refunded to the applicant.
SECTION 10: The membership list shall generally be considered privileged and not distributed beyond the Corporation.
SECTION 11: The Board of Directors shall have the authority to expel any member for good cause.
SECTION 12: Membership is for the calendar year of January 1 through December 31.
SECTION 13: Annual dues.
A. Annual dues shall be determined by the Board of Directors. The board may from time to time adjust dues.
B. Annual dues shall be payable on January 1 to maintain membership in good standing. Dues for new membership received after June 30 of any given year shall carry over through the end of the next full calendar year. Any member who fails to pay their renewal dues by March 1 of any year shall be converted to inactive on the membership roster and will be suspended from receiving mailings. It is suggested that an announcement appear in the first issue of BoTales each year that members who have not renewed will not receive any further publications from the club.
ARTICLE III: MEETINGS OF MEMBERS
SECTION 1: The annual meeting of the members shall be held annually during the Florida United Numismatist (FUN) convention unless the Board of Directors deems otherwise.
SECTION 2: The Board of Directors as required may call additional meetings.
SECTION 3: At all meetings of the members of record having the right to vote, each member of the Corporation is entitled to one vote.
SECTION 4: A quorum necessary for the transaction of any business or any specified item of business at any meeting of the members shall be a majority of the members present.
ARTICLE IV: BOARD OF DIRECTORS
SECTION 1: General Powers.
A. Subject to the limitations of the Articles of Incorporation, these bylaws, and the Florida Not For Profit Act, all corporate powers shall be exercised by or under the authority of the Board of Directors, whose members shall consist of the elected officers of the Corporation, the elected directors, the immediate past president and the editor of the club publication. This body shall have executive power to control and manage the affairs of the Corporation.
B. Such members shall in all cases act as a Board, regularly convened by a majority, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation, as they may deem proper, not inconsistent with these bylaws and laws of the State of Florida.
SECTION 2. The Board of Directors shall hold its annual meeting at the same place as (and immediately proceeding) each annual meeting of the members, the results of which shall be reported to the membership at the annual meeting. If necessary, as a result of comments or suggestions brought up by the membership at the annual meeting, the Board shall meet, as soon after that the meeting is deemed appropriate, with the results made available to the members in the next issue of the corporation publication.
SECTION 3. Regular meetings of the Board of Directors may be held without notice and at such time and place as shall be determined from time to time by the Board of Directors.
SECTION 4. The president may call special meetings of the Board of Directors. The president may fix a reasonable time and place for holding them.
SECTION 5. Any action of the Board of Directors may be taken without a meeting, if consent in writing (electronic or otherwise), setting forth the action so taken and signed by a majority of the directors is filed in the minutes of the Board of Directors.
SECTION 6. A majority of directors in office shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting (at which a quorum is present) shall constitute the action of the Board of Directors.
SECTION 7. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the members.
SECTION 8. All elected officers and directors will assume their duties at the last session of the annual meeting at which the election was held.
ARTICLE V: OFFICERS AND DUTIES
SECTION 1: Elected officers will be a president, vice president, secretary and treasurer. They shall serve for two years and can be eligible for reelection. All officers must be members in good standing.
SECTION 2: The number of directors at large shall be the number of directors elected from time to time in accordance with the Articles of Incorporation and the bylaws, but shall never be less than three. Directors at large shall be elected by the members and shall serve for two years and can be eligible for reelection. All directors at large must be members in good standing.
SECTION 3: Appointed officers will be the editor of the official publication, the director of public relations, the auctioneer and the Webmaster. Appointed officers will be appointed by the Board of Directors and will serve at the pleasure of the Board. Only the editor of the official publication shall be a voting officer. All appointed officers must be members in good standing.
SECTION 4: The immediate past president shall serve on the Board of Directors and shall have full voting privileges. This person’s term shall continue until such time that they are no longer the immediate past president.
SECTION 5: Duties of the officers:
A. The president shall have general supervision over all affairs of the Corporation. His or her duties shall include, but not be limited to:
1. Preside at all meetings of the Corporation.
2. Call meetings of the Board of Directors.
3. Fill by temporary appointment any vacancy in an elective office, and remove same at will, until the Board of Directors fills such vacancy.
4. Appoint temporary committees to serve at his or her will and pleasure.
5. Issue a call for nomination of officers.
6. Serve ex-officio as a member of all committees.
B. The vice president shall:
1. Assist the president in the discharge of his or her duties.
2. Preside in the absence of the president.
3. Succeed to the presidency for the remainder of the elected term should the presidency become vacant.
C. The secretary shall:
1. Receive all applications for membership and renewals; furnish each new member with a welcoming letter, copy of the Bylaws and a copy of the Code of Ethics and, if available, the last copy of the Corporation publication as soon as possible; keep detailed up-to-date memberships records including changes to the membership caused by resignations, deaths, and those dropped because of failure to renew membership and those expelled by the Board of Directors; make regular revisions to the mailing list and provide up-to-date mailing labels to the publisher prior to the scheduled release of each corporation publication; and provide the editor with a list of new members according to the publication schedule.
2. In the event of a contested election, prepare and mail ballots for the election of the Corporation officers as prepared in accordance with the bylaws.
3. Hold such returned ballots unopened and in confidence until the annual meeting.
4. Keep a true record of the Corporation.
5. Send out notices of all forthcoming Board of Director meetings to members of the board when notified of such by the current president of the organization.
6. Keep a true record of the Board of Directors meetings and send a copy of it to all board members within two weeks of the meeting.
7. Prepare changes of the bylaws.
D. The treasurer shall:
1. Receive and deposit all funds paid to the Corporation; prepare an annual statement and have it reported in the official publication of the Corporation.
2. Prepare an accounting of all funds received and dispersed, and give a final report at the end of the fiscal year to the Board of Directors.
3. Pay out money only on warrants drawn by the president, vice president, secretary, editor or other individuals that the Board of Directors may authorize.
E. The editor shall:
1. Supervise, edit, secure ads and cause to be published and mailed to eligible members the official publication.
2. Solicit and publish material related to the study of original hobo nickels, as well as material of interest to the members.
3. Refuse to publish any material deemed to be inappropriate or libelous.
F. The director of public relations shall:
1. Promote the Corporation through press releases to all numismatic media outlets.
2. Ensure that a club table is available for the Corporation at all numismatic conventions where the Corporation plans to have one and schedule volunteers to man it during the hours the convention is open.
3. Solicit articles for publication in the official publication.
4. Develop new ideas and implement them to:
a) Obtain new members.
b) Retain as many of the current members as possible.
G. The auction manager shall:
1. Solicit consignments as considered acceptable by the Board of Governors.
2. Arrange for the preparation of the auction catalog.
3. Arrange for the sale of accepted consignments
4. Collect proceeds, deliver lots, and remit amounts to consignors less club’s commission.
5. Prepare prices realized listing.
6. The auction manager will receive 4% of the hammer price of each lot sold.
H. The Webmaster shall:
1. Be responsible for all changes and modifications to the club’s website as determined to be necessary from time to time.
2. Report to the Board of Directors appropriate information regarding the number and types of unique visitors to the club’s site.
SECTION 6: Each officer at the expiration of his or her term shall have ready and without undue delay, deliver to his or her successor all books, monies, papers and other properties of the Corporation in his or her possession.
ARTICLE VI: ELECTIONS
SECTION 1: A call for nomination of officers shall be issued in the second issue of the official Corporation publication prior to an election in a timely fashion.
SECTION 2: The immediate past president and two members-at-large will serve as the nominating committee. The president shall appoint the members-at-large plus any other member necessary to replace a past president who is unable to serve. Additionally, candidates may be nominated from the membership at large. Each must be endorsed by at least three members in good standing with a copy of said nomination, written consent of the nominee and a brief biography of the nominee to be delivered to the secretary and the nominating committee three months prior to the annual meeting. All nominees must have their current year's dues paid in full. No person who is a candidate for president or vice president shall be a candidate for any other office.
SECTION 3: The nominating committee shall deliver the slate of officers to the secretary three months prior to the annual meeting in an election year. It is suggested that information regarding the candidates be published in the third issue of BoTales each year.
SECTION 4: If there is no opposition, nominees shall automatically be declared elected unanimously by the secretary at the annual meeting. If there is more than one nominee for any office or directorship, ballots shall be mailed to members six weeks prior to the annual meeting in an election year. The secretary must receive ballots seven days prior to the annual meeting to be eligible. Write-in votes for Corporation members only shall be counted and considered.
SECTION 5: If necessary, the president shall appoint a committee to tally ballots at the annual meeting. In case of a tie for any office, the Board of Directors at the annual meeting shall, by secret ballot, determine the winner.
ARTICLE VII: PUBLICATION
The official publication of the Corporation shall be known as BoTales. It shall be published and distributed in accordance with the bylaws and in accordance with regulations prescribed by the Board of Directors.
ARTICLE VIII: CORPORATION YEARS
SECTION 1: The fiscal year shall be from January 1 to December 31.
SECTION 2: The membership year shall be from January 1 to December 31.
ARTICLE IX: NONPROFIT OPERATION
SECTION 1: No part of the earnings of the Corporation shall inure to the benefit of any member, Director or Officer of the Corporation or any other person (except that the Corporation may pay reasonable compensation for services rendered to or on behalf of the Corporation and make other payments and distributions in furtherance of one or more of its purposes), and no member, Director or Officer of the Corporation, or any other person shall be entitled to share in the distribution of any of the Corporate assets on dissolution of the Corporation.
SECTION 2: No substantial part of the activities of the Corporation shall consist of attempting to influence legislation, by propaganda or otherwise, to an extent that would disqualify it for tax exemption under Section 501(c)(3) of the Internal Revenue Code. The Corporation shall not participate directly or indirectly, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. The Corporation shall not have the objectives nor engage in activities that would characterize it as an "action organization" as defined in Treasury Regulation 501(c)(3), as it now exists or may be hereafter amended.
SECTION 3: Notwithstanding any other provisions of these Articles, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by any organization exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, and Treasury Regulations thereunder as they now exist or as they may be hereafter amended, or by an organization, contributions to which are deductible under Sections 170(c)(2) and 2055(a) of such Code and Treasury Regulations thereunder as they now exist or as they may be hereafter amended.
SECTION 4: Upon the dissolution of the Corporation or the winding up of its affairs, all of the assets of the Corporation shall be distributed to such organizations which then qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, as amended, as the Board of Directors may direct.
SECTION 5: In order to accomplish the purposes and to attain the objects for which this Corporation is formed and for which the funds and property of this Corporation shall be handled, administered, operated and distributed as hereinabove set forth, the Corporation, its Directors and Officers, shall possess and exercise all powers, authorities and privileges granted by and allowed under the laws of the State of Florida, subject to the limitation and condition that, notwithstanding any other provision of these Articles, only such powers shall be exercised as are in furtherance of the Federal income tax exempt purposes of the Corporation and as may be exercised by an organization exempt under Section 501(c)(3) of the Internal Revenue Code, as amended, and Treasury Regulations thereunder as they now exist or as they may be hereafter amended and by an organization, contributions to which are deductible under Sections 170(c)(2) and 2055(a) of such Code and Treasury Regulations thereunder as they now exist or as they be hereafter amended.
ARTICLE X: AMENDMENTS
These bylaws may be altered, amended, repealed or added to by the vote of the Board of Directors of this Corporation at any regular meeting of the Board, or at a special meeting of the directors called for that purpose, provided a quorum of directors are present at such regular or special meeting. These bylaws, and any amendments thereto and any new bylaws added by the directors may be amended, altered, repealed or added to by the members at any annual or special meeting of the members by a two thirds vote of the members present and voting at such meeting.
These bylaws incorporate all changes and revisions as of 2/7/2002. Jeffrey Daniher, OHNS Secretary.