Sho Fu Bonsai Corporation of Sarasota, Inc.

Article I – Name

The name of the Corporation is Sho Fu Bonsai Society of Sarasota, Inc. It is a nonprofit Florida Corporation, and referred to in these bylaws as the Corporation.

Article II – Purpose

The purpose of this organization shall be to promote the appreciation and art of bonsai through programs for people of all ages.

Article III – Fiscal Year

The fiscal year of the Corporation shall be Jan. 1 through Dec. 31.

Article IV – Membership and Dues

Section 1. Membership in the Corporation is open to persons, corporations, or organizations that share the purpose of the Corporation, upon payment of dues.
Section 2. Membership and dues categories shall be set by the Board of Directors. Each type of membership shall be entitled to one vote.
Section 3. Memberships, which include membership in the Bonsai Societies of Florida, Inc., are valid until Dec. 31 of the current year. New members joining after Oct. 1 will get their dues extended until Dec. 31 the next year.

Section 4. The Board of Directors, with a two-thirds affirmative majority vote, may revoke the membership of any member for just cause. “Just cause” may include, but is not limited to:

– behavior that makes others feel uncomfortable, offended, attacked;

– behavior that could jeopardize the club’s reputation within the bonsai community;

– efforts to undermine the Corporation or Bonsai Societies of Florida;

– unilateral actions taken without board authorization regarding procurement or negotiations

– anyone applying for membership who already has displayed any of these and similar actions may have their membership denied.

Article V – General Membership Meetings

Section 1. Annual Meeting. There shall be an Annual Membership Meeting no later than Dec. 31 at such time and place as the Board of Directors shall designate, notice of which shall be given to the members at least 10 days before the meeting. The purpose of this meeting shall be to elect Board of Directors vacancies, inform the membership of the financial position of the organization, and to transact business that may be placed upon the agenda by any current member. Notice shall be given by email.
Section 2. Special Meetings. Special meetings of the General Membership may be called by the Board of Directors, or upon petition by 10 percent or more of the General Membership, provided that at least 10 days’ notice and the purpose of the meeting is given to the membership. These meetings may be held via visual electronic ways of communicating, such as Zoom or Google.
Section 3. Quorum. Members present shall constitute a quorum at a Membership Meeting. Proxy voting is not allowed.

Article VI – Board of Directors

Section 1. The general management of the affairs of the Corporation shall be vested in the Board of Directors. The Corporation shall maintain such accounts and records as are necessary and prudent in accordance with good business practices. Funds of the Corporation shall be deposited in an FDIC- or NCUA-insured institution. The Corporation, through its Officers and Directors, shall have the same powers, authorities and responsibilities as are vested in the officers and directors of a corporation not for profit under the laws of the State of Florida.
Section 2. The Board of Directors shall be elected by the membership at the annual meeting. The Board of Directors shall be composed of a minimum of three directors and a maximum of nine directors who shall be members of the Corporation. Directors shall be elected for three-year terms, except that the initial election of Directors shall be for staggered terms with one-third being elected for one year, one-third being elected for two-year terms, and one-third being elected for three-year terms. Directors will be nominated by a committee of not less than three members, at least two of whom are not current board members. The committee shall be appointed by the President at least one month before the annual meeting.
Section 3. Any vacancy occurring on the Board of Directors shall be filled for the remainder of that term by the vote of the other members of the Board of Directors. The person appointed shall serve the remainder of the unexpired term of the position vacated.
Section 4. An annual organizational meeting of the Board of Directors shall take place no later than one month after the conclusion of the annual meeting of the membership. An election of the officers of the Corporation shall take place at that meeting. All officers and directors serve without compensation. An officer may be removed from their position at any time by a two-thirds vote of the Board of Directors.
Section 5. A majority of the Board of Directors for the transaction of business at any annual, special or regular meeting shall be necessary to constitute a quorum, and the act of a majority of the directors present at any such meeting at which a quorum is present shall be the act of the Board of Directors.

Article VII – Officers

Section 1. The officers of the Corporation shall be the President, Vice President, Secretary, Treasurer, and may include an Assistant Treasurer. Officers shall be chosen by the Board of Directors, and shall hold their offices from year to year, and shall be elected or re-elected at the annual organizational meeting of the board.
Section 2. The President shall preside at all board meetings and at membership meetings. The President shall have general supervision over the affairs of the Corporation subject to the approval by the Board of Directors, shall appoint all standing and special committees necessary for the proper functioning of the Corporation, and shall perform other duties as may be required by the Board of Directors and these bylaws.
Section 3. The Vice President shall, in the absence of the President, perform all the duties and exercise all the authority of the President, and shall perform other duties as may be required by the President and these bylaws.
Section 4. The Treasurer shall have custody of the funds of the Corporation, and shall keep regular books and accounts, together with vouchers, receipts, records and other papers normally incident to such office. The Treasurer shall maintain and make available all financial reports, records, and accounts for any audit or for a financial review by an Internal Review Committee. This individual also ensures the Corporation has the tools necessary for continuity of operation in the absence of the Treasurer. This includes all accounts in electronic format, together with software, passwords, knowledge of procedures, and a calendar of Federal and State submittals. In the case of the absence or disability of the Treasurer, the duties may be performed by the Assistant Treasurer (if one is elected). The Treasurer may perform other duties as may be required by the President and these bylaws.
Section 5. The Secretary shall keep the minutes of all meetings of the Board of Directors. The Secretary will be in charge of Corporate records and papers and shall perform all duties normally incident to such office. The Secretary also shall prepare and distribute correspondence associated with the Corporation, minutes of the board meetings and the annual meeting.

Each of the officers above shall, in addition to the powers and duties conferred upon them herein, also have all the powers, authorities, and responsibilities as are designated to officers of a corporation not for profit under the laws of the State of Florida.

Article IX – Accounting, Expenditures and Availability of Records to the Board of Directors

Section 1. The Board of Directors shall maintain accounting records according to good accounting practices that shall be open to inspection by all Directors or their authorized representatives as is reasonable.
Section 2. No Director or Officer shall have the authority to make any contract or incur any indebtedness, obligation, or liability in the name of this Corporation without the advance approval of the Board of Directors.
Section 3. All membership lists, mailing lists, financial records, and databases are owned by the Corporation, and shall be used for no other purpose. Current information shall be maintained in hard copy and computer media and kept by the Secretary.

Article X – Indemnification and Insurance

Section 1. The Corporation shall indemnify and hold harmless each Director and Officer of the Corporation against all claims, liabilities, and expenses arising from a threatened, pending, or completed legal action pertaining to his/her actions as a Director or Officer of the Corporation. However, this indemnification shall not apply to:

• any breach of such person’s duty or loyalty to the Corporation;

• any act of omission by such person not in good faith or which involves intentional misconduct or is known to the person to be a violation of these bylaws;

• any transaction from which such person received personal benefit.

The decision concerning whether a director or officer has met the conditions for indemnification shall be made by majority vote of the Directors present at an official meeting, provided there is a quorum.
Section 2. Insurance. The Board of Directors shall obtain and maintain in force appropriate insurance to protect the Corporation and its members from costs associated with any possible legal action taken against the Corporation and/or its members.

Article XI – Tax-Exempt Corporation

Section 1. The purposes for which this Corporation is organized are within the meaning of IRC 501(c)(3) or the corresponding provision of any future United States Internal Revenue Law.
Section 2. Notwithstanding any other provisions of these articles, this Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal Income Tax under IRC 501(c)(3), or the corresponding provision of any future US Internal Revenue Law.
Section 3. In the event of dissolution of this Corporation the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Corporation, dispose of all the assets of the Corporation in such a manner and to such organizations organized and operated exclusively for charitable, educational, or specific purposes, as shall at the time qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law, or an organization or organizations, contributions to which are deductible under Section 170(c)(1) or (2) of the Internal Revenue Law), as the Board of Directors may determine. None of the assets upon dissolution shall be distributed to any member, director, or officer of the Corporation. Any assets not so disposed of shall be disposed of by the circuit court, which has general jurisdiction for the county in which the principal office of the Corporation shall then be located, exclusively for such charitable purposes of such charitable organization or organizations described in Section 501(c)(3) of the Code as the Court shall select.
Section 4. It is the intention of this Corporation to maintain tax-exempt status. No part of the Corporation’s earnings or property shall inure to any general member or Director. Any provisions of these bylaws which would cause the Corporation to fail to qualify for such tax-exempt status shall be null and void, and shall yield to the overriding intention as herein expressed.

Article XII – Audit/Internal Reviews/Records

Section 1. The Board of Directors may request an audit by a Florida-licensed CPA be performed, with the audit report submitted to the board.
Section 2. An Internal Review Committee may be appointed by the President to conduct a financial review each year when there is no formal audit conducted. At least one member of the committee shall not be a director, the Treasurer or the Assistant Treasurer (should there be one).

Article XIII – Committees

The President shall appoint, subject to approval by the Board of Directors, such committees as are necessary to proper function of the Corporation.

Section XIV – Amendment of Bylaws

Proposed amendments to these bylaws must be submitted in writing to the Board of Directors. The Board of Directors shall investigate and make recommendations. Any recommendations for a change in the bylaws shall be presented to the general membership for consideration at a regular Corporation meeting and be voted on at the following meeting. An affirmative vote of two-thirds majority of the general membership present is required for approval.