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By-Laws

BY-LAWS of Naples Tea Party Patriots

Article I - PURPOSE

The purpose of the Voluntary Association, known as Naples Tea Party Patriots, is to preserve and protect the natural rights of citizens and to educate the public in the political process.

 Article II - STATUS AND LIMITATIONS

To carry out the program of the NTPP and to make effective representations on behalf of its members, the NTPP shall be organized as a non-profit voluntary association.

Article III - MEMBERSHIP

ELIGIBILITY: Membership in the Association shall be open to any individual, who accepts the principles stated in NTPP Mission Statement.

Article IV - VOTING

Section 1 - MULTIPLE VOTING: Any individual member may cast only one vote on any question called to a vote.

Section 2 - CASTING BALLOTS: A member must be present at the meeting at the time the vote is called in order to vote. No member may vote by proxy or absentee ballots. All votes shall be counted by a show of hands unless otherwise specified by a consensus of the Board of Directors.

Section 3 - REFERENDA: The Board of Directors may at any time solicit reactions from members through an email survey. The Board resolution authorizing the referendum shall indicate whether the results shall be considered advisory or binding on the Board.

Article V - MEMBERSHIP MEETINGS

Section 1 - ANNUAL MEETING: The annual meeting of the NTPP shall be held on the fourth Monday the month of November. The time and place shall be arranged by the Board of Directors. The agenda of the annual meeting shall include elections, discussion of projects, adoption of a budget, member concerns, and an educational program.

Section 2 - SPECIAL MEETINGS: A special meeting of the NTPP may be called at any time by a majority vote of the Board of Directors, or by written request of one-twentieth of the members or six members, whichever is greater. The agenda of a special meeting may include any items.

Section 3 - INFORMATIONAL MEETING OR SOCIAL EVENT: The NTPP may sponsor a variety of meetings and events designed to provide educational, political or coalition opportunities for its members and their guests. It may also sponsor fund-raising activities.

Article VI - BOARD OF DIRECTORS

Section 1 - AUTHORITY: Subject to directives of annual, regular and special meetings and these By-laws, the Board of Directors shall have authority over the activities and assets of the Association.

Section 2 - COMPOSITION: The Board shall be composed of five Directors of equal authority.

Section 3 - ELECTIONS: The Directors shall nominate one or more members for each vacant position on the Board. Additional nominations of members, present at the annual meeting and willing to serve, shall be taken from the floor.

Section 4 - TERMS OF OFFICE: Directors are elected for one-year term. Their terms shall expire after the annual meeting or upon the election of new Directors, whichever occurs later.

Section 5 - VACANCIES: Any director who misses three consecutive meetings without good cause as determined by the Board may, at the discretion of the Board, be removed from office. Any vacancy may be filled for the remainder of the term by the affirmative vote of a majority of the membership.

Section 6 - COMPENSATION: Directors shall not be compensated for their time and effort. The Board may authorize directors and committee members to be paid actual and necessary expenses incurred while on NTPP business.

Article VII - MISCELLANEOUS PROVISIONS

Section 1 - INDEMNIFICATION OF OFFICERS AND DIRECTORS: As provided by New York law, the NTPP shall indemnify any officer, director, employee, or agent who was, is, or may be involved in legal proceedings by virtue of his or her good faith actions on behalf of the Association.

Section 2 - FISCAL YEAR: The records and accounts of the Association shall be maintained on a calendar year basis.

Section 3 - ACCOUNTS AND INVESTMENTS: Funds of the Association shall be promptly deposited at a financial institution designated by resolution of the Board of Directors.

Article VIII - ADOPTION AND AMENDMENTS

These bylaws, and any amendments thereto, may be adopted at any annual or special meeting of the Association by two-thirds vote of members present and entitled to vote. Proposed amendments to the bylaws must be summarized in an email notice for any meeting at which the amendments are to be voted on.

Article IX - DISSOLUTION

The Board of Directors, by a two-thirds affirmative vote of all directors, may recommend that the Association be dissolved and that the question of such dissolution be submitted to a vote at a subsequent meeting of members. Notice of the meeting shall highlight the question of dissolution. At the meeting, a two- thirds affirmative vote of members present and entitled to vote shall be required to approve a resolution of dissolution. Such a resolution shall direct the Board of Directors to prepare a dissolution plan for subsequent approval by the members as provided under New York law. Dissolution of the Association shall not be final until the members, by majority vote, shall have approved the dissolution plan, either at a meeting or by a binding email referendum.

CERTIFICATION

These bylaws were adopted by vote of yes (  ) and no (  ) at the Association meeting on this day of October 25, 2010.

Secretary

 


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