Article I. NEW & REVISED BY-LAWS (2019)

Section 1.1 ORGANIZATION. These by-laws are generated in order to improve the functionality and ease of
utility of and to be consistent with goals and purpose of the society.

Section 1.2 DEFINITION. Here within South Florida Theatre Organ Society also referred to as society.

Section 1.3 PURPOSE. This society is a not for profit corporation formed under the Florida not for profit
corporation law and is a charitable organization not for the private gain of any person.

Section 1.4 GOALS.
a. To preserve and enhance theatre organ music.
b. To further public appreciation of the theatre organ and its music through education and concerts.
c. Assist in preservation and restoration of theatre organs.

Article II. OFFICERS

Section 2.1 BOARD OF DIRECTORS. The Board of Directors shall consist of the President, Vice President,
Secretary and Treasurer in addition to the chairpersons of the standing committees as defined in these by-
laws.

Section 2.2 Herein the President may be referred to as the Chairman and the Vice President may be referred
to as the Vice Chairman.

Section 2.3 SPECIAL OFFICER. Chairman emeritus will be a voting member of the board but will not
participate in daily activities. This position will be filled base on the individuals long term commitment to the
organization.

Section 2.4 EXECUTIVE COMMITTEE. The executive committee will consist of the President, Vice President,
Secretary and Treasurer and will perform the duties of daily management and have the authority of the full
board.

Article III. Membership

Section 3.1 MEMBERS. All members shall have the right to participate in and vote on activities of the society
as outlined in these by-laws.

Section 3.2 CATEGORIES OF MEMBERSHIP. Shall be defined through financial participation as follows:
 

Standard Member - $75.00 per individual or household
Sponsor - $250.00+ guaranteed seating
Sustaining - $1,000.00 lifetime membership & guaranteed seating

Section 3.2.2 MEMBERSHIP REQUIREMENT. Payment of dues does not guarantee membership. Executive
committee approval is required for acceptance.

Section 3.3 TERMINATION OF MEMBERSHIP – for cause as result of failure to pay dues, fees or
assessment as determined by Board of Directors. Termination without cause requires majority vote of the
Board of Directors.

Article IV. Membership Meetings & Voting

​

Section 4.1 MEETINGS. General members meetings will be a minimum of 2 per calendar year. Board
meetings will be held quarterly or as needed. Special meetings can be requested by any member and called by
the Chairperson of the Board.

Section 4.2 NOTICE. Notice of Bi-annual meetings shall be given by the Secretary to all voting members and
shall be sent out no less than 10 days prior to the meeting. This notification may be either via email or postal
mail. Board meetings will have similar notification requirements.

Section 4.3 QUORUM. Quorum will only be required for transaction of business that requires the vote of the
general membership. A 25% quorum for voting maybe obtained either in person or query.

Section 4.4 Board & Executive Committee Actions Board and Executive Committee Actions will require a
simple majority. A no response will be a vote in the affirmative.

Article V. Executive Committee of the Board of Directors

Section 5.1 This committee will conduct daily business of the society that is consistent with these by-laws.
 

Section 5.2 POWERS. The executive committee shall have the rights & authority to conduct business on
behalf of the members of the society including but not limited to financial allocation, fund raising, membership
requirements and event planning.

Section 5.3 NOMINATION & ELECTION OF THE BOARD.

a. The nominating committee shall be appointed by the President of the society and will include at least 3
voting members.
b. Election of Officers. The nominating committee shall present nominations to the Board of Directors and
pending concurrence will be presented to the general membership for election.
c. Chairpersons of the standing committees who will also be members of the Board of Directors shall be
appointed by a majority vote of the Executive Committee.

​

Section 5.4 TERMS. The Executive Committee officers will be elected for a 2-year term and maybe re-elected
for a second term or until replaced.

Section 5.5 VACANCIES. Vacancies will be filled via appointment by the President until a successor is
nominated and elected at the next bi-annual meeting.

Article VI. Standing Committees

Section 6.1 CHAIRPERSON OF THE STANDING COMMITTEE. The chairperson of the standing committees
will also be members of the Board of Directors and are defines as follows:

Event Committee
Membership
Fundraising
Social Media & P.R.
Hospitality
Restoration

Section 6.2 OTHER COMMITTEES.

Section 6.2(1) NOMINATED COMMITTEE. The nominated committee as appointed by the President shall
meet on an as needed basis.

Section 6.2(2) BY-LAWS COMMITTEE. The By-laws Committee shall be chaired by the Vice President and
meet on an as needed basis.

Article VII. Miscellaneous.

​

Section 7.1 Amendments to these by-laws. Amendments to these by-laws may be made by the Executive
Committee and will remain in force until codified by the general voting membership.

Section 7.2 STANDING COMMITTEES. The standing committees will operate under rules & regulations
developed by each committee and with the authority of the Executive Committee.

Section 7.3 EXECUTIVE COMMITTEES. The Executive Committee shall have the authority to appoint
individuals to assist in the running of the daily business of the organization such as a chief financial officer.
 

Article VII. Perogatives

Section 8.1 The President and the Treasurer shall have the authority to issue checks up to a maximum of
$500.00. Expenditures greater than $500.00 will require a majority vote of the Executive Committee.
 

Article IX. Reporting

Section 9.1 SECRETARY. The secretary will take minutes at all Board and general meetings. These minutes
to be approved at the next board meeting.

Section 9.2 TREASURER. The treasurers report may be issued either by the Treasurer or the Chief Financial
Officer at each Board Meeting.

Section 9.3 STANDING COMMITTEE. Each standing committee will give an update at each Board and
general meeting.