Lyman Pop Warner Football & Cheer
Section 5. Reinstatement. Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of two-thirds (2/3) of all the members of the Board, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.
Section 6. Transfer of Membership. Membership in this association is not transferrable or assignable.
ARTICLE IV - MEETINGS OF MEMBERS
Section 1. Special Meetings. Special meetings of the members may be called by the President, the Board of Directors, or not less than fifty (50) of the members having voting rights. These fifty members can be represented by way of a petition. Section 2. Place of Meetings. The Board of Directors may designate any place, either within or without the state of Florida, as the place of meeting for any special meeting called by the Board of Directors or terms stated in Section 1. If no designation is made or if a special meeting be otherwise called, the place of the meeting shall be the recognized office of the association in the state of Florida; but if all of the members shall meet at any time and place, whether within or without the state of Florida, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any association action may be taken. Section 3. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each member entitled to vote at such meeting not less than ten nor more than sixty days before the meeting, either personally or by first class mail, by or at the direction of the President, the Secretary, or the officer or persons calling the meeting to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the membership books of the association, with postage thereon prepaid. Section 4. Notice of Adjourned Meetings. When a meeting is adjourned to another place or time, it shall not be necessary toa give any notice of the
adjourned meeting if the place and time to which the meeting is adjourned are announced at the
meeting at which the adjournment is taken, and at the adjourned meeting any business may be
transacted that might have been transacted on the original date of the meeting. If, however, after the
adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given in compliance with Section 3 above to each member of record on the
new record date entitled to vote at such meeting.
Section 5. Quorum. Two hundred (200) members, represented in person or by proxy, shall
constitute a quorum at a meeting of members. If a quorum is present, the affirmative vote of the
majority of the members at the meeting shall be the act of the members. After a quorum has been
established, the subsequent withdrawal of members so as to reduce the number of members entitled to
vote at the meeting below the number required for a quorum, shall not affect the validity of any action
taken at the meeting or any adjournment thereof.
Section 6. Waiver of Notice. Whenever any notice is required to be given
to any member under the provisions of these By-laws, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such
notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when a
person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction
of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at
nor the purpose of any regular or special meeting of the members need be specifics in any written notice or
Section 7. Action by Members Without a Meeting. Any action required by these By-laws to be taken at
a special meeting of members, or any action which may be taken at any special meeting of such members, may
be taken without a meeting, without prior notice and without a vote, if they consent in writing, setting forth the
action so taken, shall be signed by the members having not less than a minimum number of votes that would
be necessarv to authorize or take such action at a meeting at which all members entitled to vote thereon were
present and voted.
Section 8. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in
writing by the member or his duly authorized attorney-in-fact. No proxy shall be valid after the expiration of
eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the member executing it, except as otherwise provided by law.
ARTICLE V - BOARD OF DIRECTORS
Section I. General Powers. All association powers shall be exercised by or under the authority of, and
the business and affairs of this association shall be managed under the direction of the Board of Directors,
which may also be known as the Board of Trustees".
Except as otherwise provided in such resolution, members of each such committee shall be members of the association, and the President of the association shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the association shall be served by such removal.
Section 3. Term of Office. Each member of a committee shall continue as such until his/her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 4. Chairperson. One member of each committee shall be appointed chairperson by the person or persons authorized to appoint the members thereof.
Section 5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 6. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 7. Rules. Each committee may adopt rules for its own government not inconsistent with these By-laws or with rules adopted by the Board of Directors.
Section 8. Designation and Authority. Neither the designation of any committee, the delegation thereto of authority, nor action by such committee pursuant to such authority shall alone constitute compliance by any member of the committee in question, with his/her responsibility to act in good faith, in a manner he/she reasonably believes to be in the best interests of the association, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.
ARTICLE VIII - CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the association, in addition to the officer so authorized by these By-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the association, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued 6n the name of the association, shall be signed by such officer or officers, agent or agents of the association and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of the association.
Section 3. Deposits. All funds of the association shall be deposited from time to time to the credit of the association in such bank, trust companies or other depositories as the Board of Directors may select.
Section 4. Gifts. The Board of Directors may accept on behalf of the association any contribution, gift, bequest or devise for the general purposes or for any special purpose of the association.
ARTICLE IX - CERTIFICATES OF MEMBERSHIP
Section 1. Certificates of Membership. The Board of Directors may provide for the issuance of certificates evidencing membership in the association, which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary. All certificates evidencing membership shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the association. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefor upon such terms and conditions as the Board of Directors may determine.
Section 2. Issurance of Certificates. When a member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate of membership shall be issued in his/her name and delivered to him/ her by the Secretary, if the Board of Directors shall have provided for the issuance of certificates of membership under the provisions of Section I of this Article VIII
ARTICLE X - BOOKS AND RECORDS
This association shall keep correct and complete books and records of account and shall keep- minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at its principal office a record giving the names and addresses of the members entitled to vote. All books and records of the association may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.
ARTICLE XI - FISCAL YEAR
The fiscal year of the association shall begin on the first day of January and end on December 31 in each year. .
ARTICLE XII - DUES
Section 1. Annual Dues. The Board of Directors may determine from time to time the amount of initiation fee, if any, and annual dues, if any payable to the association by members of each class.
Section 2. Payment of Dues. Dues shall be payable in advance no later than the 31st day of August in each fiscal year.
Section 3. Default and Termination of Membership. When any member of any class shall be in default in the payment of dues for a period of four months from the beginning of the fiscal year or period for which such dues became payable, his/her membership may thereupon be terminated by the Board of Directors in the manner provided in Article II of these By-laws.
Article XIV - WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Florida Statutes or the By-laws of the association, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated herein, shall be deemed equivalent to the giving of such notice.
ARTICLE XV - AMENDMENT TO BY-LAWS
These By-laws may be altered, repealed or amended and new By-laws adopted by a majority of the Directors present at any regular meeting or at any special meeting, if at least two days written or verbal
notice is given of intention to alter, amend or repeal or to adopt new By-laws at such meeting.
ARTICLE XVI - OFFICERS