Bylaws of Northeast Florida Marlin Association, Inc.

A Nonprofit Corporation

Amended October 3, 2015

ARTICLE I. NAME

The name of the not-for-profit corporation is the Northeast Florida Marlin Association here-in-after referred to as the Association.

ARTICLE II. OFFICES

The principle office of the Association for the transaction of business shall be located in the City of St. Augustine, St. Johns County, Florida. The Association may also have offices at such other places, within or without the State of Florida where it is qualified to do business, as its business may require and as the Board of Directors may from time to time designate.

ARTICLE III. PURPOSE

The purpose of the Corporation is the establishing, maintaining, and supervising of an Association designated to carry on recognized programs devoted to promoting safety in boating; offshore fisheries; and for motor boating, sport fishing, social functions, and other marine activities. The Association colors shall be blue and gold.

ARTICLE IV. MEMBERSHIP

Section 1. Eligibility

Those eligible for membership in the Association shall be those who profess an interest in the above purposes of the Association and who, in the judgment of the Board of Directors, will share in the responsibilities of the Association and its spirit of good sportsmanship. No person shall be denied membership based on age, race, creed, national origin, or sex.

Section 2. - Classes of Membership

A. General Members shall enjoy all the privileges of fishing tournaments as governed by the Association Fishing Rules and Regulations, clubhouse facilities, and other Association activities. All persons considered for General Membership after October 1, 1985 shall be registered power boat owners with a minimum length of 22 feet (LOA), a VHF radio, and fuel capacity to provide a range of 125 nautical miles. General Membership shall be limited to 100 persons. Any General Member who sells his boat will retain his membership for the current fiscal year. He then would revert to an Associate Member until he acquires another qualifying boat. At that time, he would be eligible to be reinstated as a General Member regardless of the membership limit.

B . Associate Members are primarily anglers who fish on General Member boats and support the purposes of the Association. Their fishing activities are to be governed by the Association Fishing Rules and Regulations. They are not required to own a power boat and are entitled to attend all Association functions. They shall have no vote and are limited to 50 persons. General members who have reverted to Associate membership as provided for in Section 2-A shall be in addition to the 50 persons authorized by Section 2-B. (as amended)

C. Sponsor Members are primarily persons who financially support the Association in its purposes. There are no boat ownership requirements and their fishing activities are governed by the Association Fishing Rules and Regulations. They are entitled to attend all Association functions. They shall have no vote.

ARTICLE V. OFFICERS

Section 1. Number

The affairs and business of this corporation shall be conducted and managed by a Board of Directors consisting of a President, Secretary, Treasurer, Immediate Past President, and four Directors/Vice Presidents all of which except the Immediate Past President shall be elected from the floor. The Board may be composed of both General Members and a maximum of two Associate Members. The President shall preside at meetings of the Board of Directors and General Meetings. In the event any elected officer is unable to serve his term of office, a new officer shall be elected by the Board of Directors to complete the unexpired term. In the absence of the President, the Immediate Past President shall fulfill the duties of the President.

Section 2. Nomination

A Nominating Committee consisting of Board of Directors shall present one nominee for each of the positions on the Board of Directors with the exception of the Immediate Past President. The Nominating Committee shall present its slate of nominees at the General Meeting in August. Following presentation of the slate, the floor will be open for nominations. The election will be held at the September General Meeting.

Section 3. Election

Not later than 15 days prior to the annual election date, the President shall appoint an Election Committee consisting of three members, one of whom the President will designate as Chairman. Each Election Committee member must be judged impartial and approved by the Board of Directors. The Election Committee shall distribute ballots in a controlled manner, and certify as to the accuracy of the ballot count. All elections will be by plurality vote. The numerical ballot count will be kept secret by the Election Committee.  

Section 4. Duties

A. The President shall preside at all meetings of the club membership. He shall be ex-officio member of all committees except the election committee. He shall sign together with the Treasurer, on behalf of the club, all contracts, bonds, or other written instruments approved by the Board. He shall retain executive and administrative authority in all matters pertaining to the business of the club in accordance with policies established by the Board.

B. The Immediate Past President shall assist the President and, in his absence, shall officiate in his stead.

C. The Secretary shall keep true minutes of the meetings of the general membership and of the meetings of the Board of Directors.

D. The Treasurer shall collect and receive all funds due and owing the club. He shall pay all bills which are singly or as a class authorized by the Board of Directors. He shall sign all checks except in cases of illness, in which event the President may sign in his stead. He shall submit monthly financial reports to the Board and general membership.

ARTICLE VI. BOARD OF DIRECTORS

Section 1. Responsibilities

The Board shall be charged with the responsibility of managing the club's financial and administrative affairs in the name of and for the benefit of the general membership.

Section 2. Powers

A. Authorize the disbursement of club funds.

B. Authorize debts in the name of the club.

C. Establish and enforce house and ground regulations.

D. Approve an amount for dues, fees, and assessments.

E. Enforce the By-Laws. Recommend changes in the By-Laws.

F. Review and approve new applications for membership.

G. Approval must be by plurality vote of the Board.

H. To take disciplinary action or termination of members who are guilty of infractions as specified in Article VII. Any disciplinary action or termination must be approved by two thirds of the full board.

ARTICLE VII. CONDUCT OF MEMBERS

Section 1. Responsibilities

A member must practice good sportsmanship and proper conduct at all times, either afloat or ashore. Infractions of this requirement will include but not be limited to:

A. Intentional public display of excessive profanity.

B. Malicious public embarrassment of any member or guest.

C. Public lewd or immoral conduct.

D. Acts of dishonesty.

Section 2. Accountability For Family and Guests

Members will be held accountable for the conduct of their families and guests.

Section 3. Board Review

Any deviation from the responsibilities of a member is subject to the discretion of the Board of Directors.

ARTICLE VIII. MEETINGS

Board of Directors shall meet at least 12 times per year, based on times which allow for a quorum General Membership meetings shall be held at least 6 times per year. Changes or special additional meetings may be made by notifying all participants at least five days in advance of the meeting date.

ARTICLE IX. QUORUM

A quorum for conducting business at any general membership meeting shall be 25% of the voting members in good standing.

ARTICLE X. FISCAL YEAR

The first year of this club began on June 1, 1980, and ended May 31, 1981. Effective October 1, 1985, the accounting period and terms of officers shall run from October 1 through September 30 on a fiscal year basis. All dues are payable on October 1.

ARTICLE XI. CONDUCT OF MEETINGS

Roberts Rules of Order, as amended, shall be used to decide all questions of parliamentary procedure.

ARTICLE XII. COMMITTEES

The President shall establish such committees necessary to accomplish the club's functions. He will appoint each committee chairman who will normally be a member of the Board of Directors. The committee chairman will then select his committee within 30 days. The standing committees shall include but not be limited to the following:

1. Boating Safety.

2. Navigation and Electronic Communications.

3. Conservation and Environment.

4. Budget and Finance.

5. Fishing.

6. Entertainment.

7. Sponsorship.

Adopted: September 18, 1985

Amendment:

BE IT RESOLVED, for each year hence forward that no changes in the fishing rules will be made in any mid-year period, except for those changes mandated by law. Changes in the fishing rules will be discussed at each August general membership meeting and proposals will be received at such meeting. Any such proposals will be considered at the September Board Meeting. A majority of a quorum present voting will determine any changes in the rules which will remain in effect from October 1 to September 20 of that year.

Adopted: February 1, 1989

Amendment:

Be it resolved that a new class of membership be established known as GENERAL MEMBERS IN WAITING. General Members in Waiting shall pay the same dues as General Members, have no voting privileges, can not maintain a position on the Board of Directors, or fish for points. General Members in Waiting shall be placed on the waiting list according to the order in which his or her monies are received. The list will continue as long as the General Member in Waiting keeps his or her dues current.

Adopted: September 14, 1992

RESOLUTION OF THE BOARD OF DIRECTORS OF NORTHEAST FLORIDA MARLIN ASSOCIATION, INC

WHEREAS, Northeast Florida Marlin Association, Inc. (the "Corporation"), a not for profit corporation organized and existing under the laws of the state of Florida, owns and operates certain real property as a clubhouse; and

WHEREAS, the Corporation desires to amend its bylaws to add provisions governing the use, operation, maintenance, and disposition of such clubhouse;

NOW THEREFORE, IT IS RESOLVED that the Board of Directors, pursuant to Section 2 of Article VIII of the Corporation's Articles of Incorporation, hereby amends the Corporation's bylaws through the addition of a new Article XIII, which shall read as follows:

ARTICLE XIII. CLUBHOUSE

Section 1. Use of Clubhouse

The corporation holds title to a parcel of real estate in an area adjacent to the Camachee Cove Marina, St. Augustine, Florida, upon which the corporation and its members have constructed a clubhouse (the "Clubhouse"). The Board of Directors shall ensure that the Clubhouse is used solely for purposes which are consistent with the corporation's Articles of Incorporation and the restrictions contained in the deed by which the Clubhouse parcel was conveyed to the corporation. The Clubhouse shall be used primarily as a meeting place for the corporation' members and/or directors in connection with the activities of the corporation with respect to the enhancement and promotion of, and education of its members with respect to, sport fishing in Northeast Florida. The Clubhouse shall not be used for activities which are unrelated to the corporation's purposes as a sport fishing club, including, but not limited to, use for purely social events unrelated to such purposes without approval of the Board of Directors.  The Board may allow the occasional rental of the facility to members or other groups for events including meetings, weddings and anniversary party’s so long as such rentals do not interfere with club events.  Net income from these rentals shall only be used to maintain or enhance the Clubhouse or fund the Reserves Fund.

Section 2. Expenses and Maintenance

The Board of Directors shall use the funds of the corporation as reasonably necessary to maintain and repair the Clubhouse, to pay real estate or other ad valorem taxes attributable to the Clubhouse, to pay insurance premiums with respect to insurance policies which the directors, in their discretion, deem appropriate with respect to the ownership and operation of the Clubhouse, and to pay any other expenses reasonable related to the ownership or operation of the Clubhouse. The Board of Directors shall also establish and fund reserves which they in their discretion deem necessary or appropriate to fund capital improvements or future expenditures with respect to the Clubhouse.

Section 3. Sale or Other Disposition of Clubhouse

Subject to the rights of Camachee Cove Yacht Harbor, Inc, under the Special Warranty Deed which conveys the Clubhouse parcel to the corporation, the Board of Directors shall not sell, convey, or otherwise transfer or dispose of the Clubhouse without approval of eighty-five percent (85%) of the membership entitled to vote with respect to such matter, and the approval of at least four-fifths (4/5) of the members of the Board of Directors. In no event shall any proceeds from any sale, condemnation, or other disposition of the Clubhouse inure to the benefit of any individual; such proceeds shall be used to purchase a replacement Clubhouse, and/or to further the activities of the corporation in accordance with its purposes, and/or shall be donated to another not for profit corporation upon the approval of a majority of the membership and a majority of the members of the Board of Directors. Any provision of these bylaws to the contrary notwithstanding, including any provisions thereof which may relate to amendment of these bylaws, the provisions of this Section 3 of this Article XIII may not be amended, altered, or rescinded except by the approval of eighty-five percent (85%) of the membership entitled to vote with respect to such matter, and the approval of at least four fifths (4/5) of the members of the Board of Directors.

The foregoing resolution was approved by the Board of Directors of the Corporation at a meeting duly noticed and held on September 4, 1996.

Secretary of the Northeast Florida Marlin Association, Inc.

RESOLUTIONS OF THE MEMBERS OF THE NORTHEAST FLORIDA MARLIN ASSOCIATION, INC.

WHEREAS, Northeast Florida Marlin Association, Inc. (the "Corporation"), a not for profit corporation organized and existing under the laws of the State of Florida, owns and operates certain real property as a clubhouse;

WHEREAS, the Corporation desires to amend its bylaws to add provisions governing the use, operation, maintenance, and disposition of such clubhouse; and

WHEREAS, the members desire to amend the Articles of Incorporation to impose special requirements with respect to the amendment, alteration, or recission of the new provisions of the Corporation's bylaws;

NOW THEREFORE, IT IS RESOLVED that the amendment of the Corporation's bylaws through the addition of new Article XIII, as approved by the Board of Directors on September 4, 1996, is hereby approved and ratified in its entirety; and

IT IS FURTHER RESOLVED that pursuant to Article IX of the Corporation's Articles of Incorporation, the Corporation's Articles of Incorporation are hereby amended through the addition of a new Section 3 under Article IX, which reads as follows:

"Section 3. Any provision of the Articles of Incorporation to the contrary notwithstanding, including the provisions relating to amendment under Sections 1 and 2 of this Article IX, the provisions of Section 3 of Article XIII of the Bylaws may not be amended, altered, or rescinded except by the approval of eighty-five percent (85%) of the membership entitled to vote with respect to such matter, and the approval of four-fifths (4/5) of the members of the Board of Directors."

The foregoing resolutions were approved by a majority of the membership of the Corporation at a meeting duly noticed and held on September 18, 1996.

Secretary of the Northeast Florida Marlin Association, Inc.

Amendment to Northeast Florida Marlin Association By-Laws as approved by the Association at the Directors monthly meeting November 5, 1997, and presented to General Members at the regular monthly meeting November 19, 1997, and passed unanimously by the voting members present.

Adopted: November 19, 1997

Section 2. Classes of Membership, B. is amended to read: Associate Members are primarily anglers who fish on General Members boats and support the purpose of the Association. Their fishing activities are to be governed by the Association Fishing Rules and Regulations. They are not required to own a power boat and are entitled to attend all Association functions. They shall have no vote and are limited to 50 persons. General Members who have reverted to Associate Membership as provided for in Section 2-A, shall be in addition to the 50 persons authorized by Section 2-B.

Amendment 1A

BE IT RESOLVED, ARTICLE V, Section 2, Nomination is amended to read, “a nominating committee consisting of the Board of Directors shall present one nominee for each of the positions on the Board of Directors with the exception of the immediate past president. The nomination committee shall present its slate of nominees at the General Meeting in September. Following presentation of the slate, the floor will be open for nominations. The election will be held at the November General Meeting.”

Amendment 1B

BE IT RESOLVED, ARTICLE V, Section 3. Election is amended to read, “not later than 30 days prior to the annual election date, the President shall appoint an Election Committee consisting of three members, one of whom the President will designate as Chairman. No candidate may serve on the election committee. Each election committee member must be judged impartial and approved by the Board of Directors. The Election Committee shall distribute ballots in a controlled manner, and certify as to the accuracy of the ballot count. All elections will be by plurality vote. The numerical ballot count will be kept secret by the Election Committee.”

Amendment 1C

BE IT RESOLVED, ARTICLE V, SECTION 4. A. Duties amended to read, “the President shall preside at all meetings of the club membership. He shall be ex-officio member of all committees except the election committee. He shall sign together with the Treasurer, on behalf of the club, all contracts, bonds, or other written instruments approved by the Board. He shall retain executive and administrative authority in all matters pertaining to the business of the club in accordance with policies established by the Board.” B. The Immediate Past President shall assist the President and, in his absence, shall officiate in his stead. C. The Secretary shall keep true minutes of the meetings of the general membership and of the meetings of the Board of Directors. D. The Treasurer shall collect and receive all funds due and owing the club. He shall pay all bills which are singly or as a class authorized by the Board of Directors. He shall sign all checks except in cases of illness, in which event the President may sign in his stead. He shall submit financial reports to the Board and general membership at their respective scheduled meetings and as requested by the board of directors.

Amendment 1D

BE IT RESOLVED, ARTICLE VIII. The Board of Directors shall meet monthly based on an annual schedule agreed upon by the board. General Membership meetings will be held not less than quarterly and shall be scheduled annually. The General and Associate Membership shall be notified of all meeting dates not later than January 30th of each calendar year.

Amendment 1E

BE IT RESOLVED, ARTICLE X, Fiscal Year is amended to read, “Effective January 1, 2006, the accounting period and terms of officers shall run from January 1 through December 31 on a calendar year basis. All dues are payable on January 1.”

RESOLUTIONS OF THE

GENERAL MEMBERS AND BOARD OF DIRECTORS OF THE NORTHEAST FLORIDA MARLIN ASSOCIATION, INC.

WHEREAS, the Northeast Florida Marlin Association. Inc. (the "Corporation" or the "Association" or the "Club"), a not-for-profit corporation organized and existing under the laws of the State of Florida, owns and operates certain real property as a clubhouse;

WHEREAS , the Corporation desires to amend its By-Laws to add provisions governing the use, operation, maintenance and renovations of such clubhouse;

WHEREAS, the General Members desire to amend the Corporation's Articles of Incorporation to impose special requirements with respect to the amendment, alteration, or rescission of the new provisions of the Corporation's By-Laws; and,

WHEREAS, the General Members desire to clarify certain other provisions of the Corporation's By-Laws, Articles of Incorporation and the Amendments thereto;

NOW THEREFORE, IT IS RESOLVED that the following Amendment(s} of the Corporation's By-Laws (through the addition of Article XIV) and the Amendment(s) of the Corporation's Articles of Incorporation, as approved and ratified in its entirety by the General Members (pursuant to Article IX of the Corporation's Articles of Incorporation) at the Corporation's Annual Business Meeting on September 20, 2014 and subsequently approved and ratified in its entirety by the Board of Directors (pursuant to Section 2 of Article VIII of the Corporation's Articles of Incorporation and Amendment 1D thereto) on October 30, 2014:

AMENDMENT 2A: Addition to ARTICLE I. NAME: "the Northeast Florida Marlin Association" is hereby corrected to read "the Northeast Florida Marlin Association, Inc."

AMENDMENT 28: Addition to ARTICLE II. OFFICES: "The Association's mailing address is 3030 Harbor Drive, St. Augustine, FL 32084."

AMENDMENT 2C: Modification of ARTICLE IV. MEMBERSHIP; Section 2 - Classes of Membership; A. General Members: The restrictive provision(s) whereby the "General Membership shall be limited to 100 persons" is hereby removed until such time that the Board of Directors deems it necessary to re-establish a maximum number of General Members. This modification shall prevail over any conflicting language in the Corporation's By-Laws, Articles of Incorporation and Amendments thereto.

AMENDMENT 20: Modification of ARTICLE IV. MEMBERSHIP; Section 2 - Classes of Membership; B. Associate Members: The restrictive provision(s) whereby the Associate Membership shall be limited to 50 persons" is hereby removed until such time that the Board of Directors deems it necessary to re-establish a maximum number of Associate Members. This modification shall prevail over any conflicting language in the Corporation's By-Laws, Articles of Incorporation and Amendments there to.The Club's current Fishing Rules
state that spouses, children and grandchildren  of a Club Member who are 18years and younger as of January  1s1 of the Fishing Year (January  1st through  December are considered Associate Members. This definition is hereby added.

AMENDMENT 2E: Modification of ARTICLE V. OFFICERS: The header shall now read "ARTICLE V. OFFICERS AND DIRECTORS"

AMENDMENT 2F: Modification of ARTICLE V. OFFICERS AND DIRECTORS: Section 1. Number:  Section  1 wording is hereby deleted in its entirety and replaced as follows, "The Board of Directors, including its Chairman (who shall also serve as its President), of this corporation shall be elected by the General Members. Other Officers of this corporation (namely, its Secretary, Treasurer and four Vice Presidents) shall be elected by the Board of Directors. If  the Immediate Past President is willing to serve (for transition purposes) during the year following his or her term as Chairman and President of the Association. he or she may do so (without an  election)  as an Executive Vice  President and Vice Chairman of the Board of Directors. Should the    Immediate Past President not wish to serve in these capacities, one of the elected Board of Directors (other than the Chairman and President) shall be appointed (by a majority of the Board) as the Executive Vice President and Vice Chairman. The Board of Directors will be responsible for all policy making decisions and the Officers shall be responsible for carrying out the policies adopted by the Board and outlined in the Association's Articles of Incorporation, By-Laws and any Amendments thereto. The Board may be composed of both General and (a maximum of two) Associate Members; any Associate Member who is elected to the Board by the General Membership may vote Board policy-making decisions and other Board actions. In the event any elected Officer is rightfully removed from office or unable to serve throughout his or her term of office, a replacement shall be elected by the Board of Directors to complete the unexpired term.

AMENDMENT 2G: Modification of ARTICLE V. OFFICERS AND DIRECTORS: Section 2. Nomination and Amendment 1A: The Nominating Committee shall present its slate of nominees at the Annual  GeneralAnnual General Business Meeting in September (instead of August as previously amended in Amendment 1A). otherOther nominations will continue to be accepted from the floor. Subsequent to the Annual General Business Meeting, the election shall take place utilizing "Survey Monkey" or other similar confidential software after each General Member in good standing is notified of the on-line election process (supervised by the Election Committee) and allowed to vote. Final results must be announced and ratified in a timely manner by the existing Board of Directors prior to the newly elected Board of Directors, its Chairman and President taking office effective November 1st (instead of at the September General Meeting or the November General Meeting as previously amended in Amendment 1A).

AMENDMENT 2H: Modification of ARTICLE V. OFFICERS AND DIRECTORS: Section 4. Duties and Amendment 1C: Check writing is hereby excluded from the term "other written instrument" in paragraph A and Amendment 1C. Paragraph D and Amendment 1C currently allows the Treasurer to "sign all checks except in cases of illness, in which event the President may sign in his stead". Should these procedures fail to promote good internal controls through the proper segregation of duties (i.e. those responsible for overseeing and having access to and the ability to modify the Association's financial books and records should not sign checks) , the Board should authorize other responsible parties to sign checks on and authorize transfers of funds from the Association's operating bank account(s). Only one (1) of several authorized signatures will be required for operating banking account transactions. If funds are set aside for such things as reserves for major repairs, replacements and renovations; then two (2) of several authorized signatures will be required to transact properly authorized (by the General Members, pursuant to Article IX of the Corporation's Articles of Incorporation, during a regular or special General Meeting with proper advance notice) reserve fund disbursements or fund transfers.

AMENDMENT 21: Modification of ARTICLE VI. BOARD OF DIRECTORS: Section 2. Powers: In regards to item B that allows the Board to "Authorize debts in the name of the club", no mortgage shall be placed on Club property without the written consent of 75% of the General Members in good standing.

The Addition  of ARTICLE XIV. RESERVE FUNDS:

Certain restricted funds shall be set aside to pay next year's property taxes and provide for future major repairs, renovations and replacements of the Club's property. A reserve study shall be updated annually in order to determine the amount of reserve funds that must be accumulated and set aside periodically in a restricted cash account known as the Association's Reserve Fund. The funds remaining in the Reserve Fund subsequent to this disbursement shall be restricted and designated for the payment of next year's property taxes, Clubhouse repairs and maintenance and reserve study funding requirements. No restricted funds may be loaned to or otherwise transferred back to the operating bank accounts without the advance approval of the General  Members, pursuant to Article IX of the Corporation's Articles of Incorporation, during a regular or special General Meeting (with proper advance notice).