Constitution and By-Laws
ARTICLE I: NAME Of ORGANIZATION
The name of the organization shall be known as “THE GOOFY VILLAGERS” (TGV), FEI Number is: 82-2526414, hereinafter, referred to as ‘the club’. The principal office of the club shall be at the residence of the club’s President.
ARTICLE II: PURPOSE
The purpose of the club shall be:
- To bring residents of The Villages, Florida, who have the love of Disney together for socialization, planned events and activities, that provide entertainment to its members via a Disney related focus.
- The club is not organized and shall not be operated for pecuniary gain or profit. No part of the property of the club and no part of its net earnings shall inure to the benefit of any private individual. The club shall never be authorized to engage in a regular business of a kind ordinarily carried on for profit or in any other club activity except in furtherance of the purposes stated above for which the club is organized. The club shall never engage in propaganda, attempt to influence legislation, or participate in any political campaign on behalf of any candidate for public office, nor shall any part of its property or any part of the income therefrom be devoted to such purpose.
- The club is an independent entity, subject only to the express terms and conditions of affiliation stated in this constitution. As such, the club is fully responsible for its own debts, liabilities, and other obligations, and any creditor of the club shall look only to the assets of the club for payment, and not to any individual member of the club.
- The club has no affiliation with any of the Walt Disney Companies, or their affiliates.
The logos of the Goofy Villagers club is the property of, and is copyrighted by the Goofy Villagers club, and may not be reproduced, published electronically or in print for advertising, by periodicals, magazines, websites, groups, forums, or individuals, without the express consent of the Goofy Villagers club’s Executive Committee.
ARTICLE III: MEMBERSHIP
Section 1: Eligibility
Club membership is open to residents of The Villages, Florida. Any resident is eligible who supports the goals and purposes of The Goofy Villagers and is willing to pay the required annual dues and to abide by these by-laws. A member is in good standing after having completed an application form and paying the annual dues. Members in good standing shall be entitled to vote and participate in club meetings and activities, as space permits.
The total number of club members shall be set by the Board of Directors. If club membership reaches the maximum number of members, as set by the Board of Directors, a waitlist shall be established.
Section 2: Dues
The administrative and fiscal year of the club shall be from May 1st thru April 30th.
The amount required for annual dues shall be set by a majority vote of the Board of Directors. Continued membership is contingent upon being up to date on membership dues. Club memberships will be for the club’s year running from May 1 thru April 30. Members who have not paid dues by April 30 shall be dropped from the membership rolls. Notice of a change of dues must be published on the club website at least one (1) month prior to the date of change.
Membership does not confer any right to participate or guarantee participation in club activities.
The club, on the recommendation of the membership committee and the approval of the Board of Directors, has the right to refuse to accept the membership dues of any applicant for membership, or to refuse to accept the renewal dues of any existing member who has demonstrated by his or her statement or behavior that he or she is not supportive of the goals and ideals of The Goofy Villagers. Upon taking such action, the Board of Directors shall give written notice thereof to such member or applicant and return any money tendered as dues, whereupon that person shall no longer be considered a member. The decision of the Board of Directors in taking such action shall be final and conclusive.
ARTICLE IV: MEETINGS & EVENTS
Section 1: Regular Meetings
Regular club meetings shall be held monthly on the first (1st) Monday of the month, and the availability of the meeting venue. Reservations for meeting attendance will be managed by the club’s website reservation system and available on a first-come, first-serve basis to regular members. If space is available, reservations may be open to waitlist individuals, after invitation and payments of any event fees. The Board of Directors may reschedule or cancel a regular club meeting, due to meeting venue unavailability or other unforeseen reasons, after proper notification of the date change to the membership.
Club members may invite family members or guests if space is available.
Membership badges must be worn at all functions, for club membership identification. Waitlist individuals and guests do not have badges. Badges numbers must be on all correspondence and/or checks when submitting monies.
Section 2: Special Meeting
Special meetings may be called by the President or simple majority of the Board of Directors. Special Meeting attendance will follow regular membership meeting processes.
Section 3: Refunds
There shall be NO refunds for meeting or events except in extreme illness or death.
ARTICLE V: Board of Directors
Section 1: General Powers
The management and affairs of the club shall be vested in the Board of Directors. The Board of Directors shall have control of and be responsible for the ongoing management, affairs, and property of the club. The Board of Directors is responsible to the entire membership and acts on the club’s behalf.
Section 2: Directors
The directors shall consist of the elected officers of the club, Standing Committee Chairpersons, and any additional members appointed by a majority vote of the existing board.
The President shall appoint Standing Committee Chairpersons for functional areas/committees. If a member of the Board of Directors chairs multiple Standing Committees, the director is entitled to only one vote.
Section 3: Duties
The duties of the Board of Directors shall be:
- To manage the affairs of the club.
- To elect a member of the club to fill an unexpired term of an officer or director.
- To approve the budget and expenditures of the club.
- To authorize expenditures more than $100.00.
Revenue from sources other than annual dues may be raised from the club membership, as determined by the Board of Directors and approved by a two-thirds (2/3) vote of the Board.
The financial records of the organization are public information and shall be made available to the membership, board members, and the public, upon request.
Section 4: Meeting
The Board of Directors meetings shall be held as required and shall be called at a time and place designated by the President, or any three members of the Board with at least 3 days’ notice. The Board of Directors shall meet monthly.
Section 5: Quorum
The presence, in person of three-quarters (3/4) of the members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.
Section 6: Removal
The Board of Directors, with the concurrence of three-quarters (3/4) of the members voting at the meeting may remove any officer of the Board of Directors and elect a successor for the unexpired term. No officer of the Board of Directors shall be expelled without an opportunity to be heard and notice of such motion of expulsion shall be given to the member in writing twenty (20) days prior to the meeting at which motion shall be presented, setting forth the reasons of the Board for such expulsion.
Section 7: Vacancies
Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting. Vacancies may be created and filled according to specific methods approved by the Board of Directors.
Section 8: Compensation
Members of the Board of Directors shall not receive any compensation for their services.
Section 9: Confidentiality
Directors shall not discuss or disclose information about the club or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the clubs’ purposes or can reasonably be expected to benefit the club. Directors shall use discretion and good business judgment in discussing the affairs of the club with third parties. Without limiting the foregoing, Directors may discuss upcoming events and the purposes and functions of the club.
Section 10: Parliamentary Authority
Robert’s Rules of Order shall govern the club in all cases to which they are applicable and in which they are not inconsistent with these bylaws.
ARTICLE VI: OFFICERS
Section 1: Officers
The elected officers shall be a President, Vice-President, Secretary, and Treasurer.
Section 2: President
The President shall:
- Preside at all meetings of the club and the Board of Directors and serve as liaison with The Villages, Florida.
- Have general and active management of the business of the club.
- Appoint the Chairpersons of the Standing Committees, with the exclusion of the Finance committee, subject to confirmation by the Board.
- Serve as an ex-officio member of all committees except the nominating committee.
- Sign or countersign the withdrawal of the funds of the club.
Section 3: Vice-President
The Vice-President shall
- Be vested with all the powers and shall perform all the duties of the President during the absence of the latter.
- Responsible for the formation of a group to audit the finances of the club on an annual basis and the review of the fiscal procedures of the club.
Section 4: Secretary
The Secretary shall act as clerk of the club. The Secretary’s duties shall consist of:
- Record all votes and the minutes of each meeting of the Board of Directors and send a copy of the minutes to the board members.
- Keep the records of the club and maintain a current roster of membership.
- Handle correspondence of the club as directed by the President.
Section 5: Treasurer
The Treasurer duties shall be:
- Collect all monies due and deposit funds in a bank approved by the Board of Directors.
- Maintain the financial records of the club and make a complete and accurate report at meetings of the Board of Directors.
- Sign or countersign withdrawal of the funds of the club and disburse funds as needed.
- Responsible to review and advise on the budget requests of the standing committees and the formation of the annual budget of the club.
Section 6: Vacancies
In case of a vacancy in the office of President, the Vice President shall become President. In the event this should occur, the new President shall appoint a successor Vice President within thirty days of assuming the Presidency. If at any time the offices of President and Vice President become vacant at the same time, the Board of Directors shall meet at the earliest possible time and appoint members to fill the positions and who will serve out the remainder of the terms. Vacancies in other offices shall be appointed by the President to serve until the next regular election.
ARTICLE VII: NOMINATION AND ELECTION OF OFFICERS
Section 1: Eligibility
Candidates for elective club offices shall be (a) full-time resident of The Villages and (b) a member in good standing. An officer may succeed him/herself in that office. The elected officers shall assume office on May 1.
Section 2: Election
The election of officers shall be held during the last month of the club’s administrative year. Voting of officers shall be by ballot and shall not be cumulative. Only full-time, active members, as defined by the Board of Directors, in good standing may vote. There shall be no voting by proxy. An affirmative vote of a majority of the members voting shall be required to elect each of the officers. In the event of a tie vote, another ballot must be taken. If there is only one nominee for an office, voting for that office may be by voice vote.
Section 3: Nomination
At least five (5) weeks prior to the date of the annual meeting, the Board of Directors shall appoint a Nominating Committee. This committee shall consist of three (3) members. The duties of this committee shall be to make nominations, with the consent of those nominated.
Section 4: Term
The election for the President and Secretary shall be held in the even numbered years. The election for all other elected positions shall be held in odd numbered years.
The elected officers shall serve for two (2) years and their term of office shall begin at the commencement of the administrative year of the club, following the election.
ARTICLE VIII: COMMITTEES
Section 1: Standing Committees
Standing Committees shall be:
Additional Standing Committees and/or sub-committees may be created by a majority vote of the Board of Directors. Each Chairperson shall make a report to the Board regarding the status of activities within their committee.
Each Standing Committee shall submit an annual report to the Board of Directors.
Each Standing Committee shall submit an annual budget to the Treasurer for the formation of the annual budget of the club.
Budget requests shall be submitted to the Treasurer for review, prior to approval by the Board of Directors.
Section 2: Ad Hoc Committees
The President may appoint Ad Hoc Committees. Ad Hoc Committees are automatically dismissed after preparing and presenting a final report to the President or the Board. Ad Hoc committee chairpersons have no voting rights.
ARTICLE IX: Legal Status and Dissolution
Section 1: Affiliation with Others and Use of Funds
The club is formed solely for the purpose of privately entertaining of its membership. The club is not legally affiliated with any company, agency, or special interest group from which the club may draw its individual members.
The use of the funds of the club shall be limited to club purposes. They may not be used for political purposes, or for the benefit of any individual.
Section 2: Liability
No individual member of the club shall be personally liable to any creditor, or for any indebtedness or liability and any and all of the creditors of the club shall look only to the assets of the club for payment. Furthermore, the club is not legally responsible for any liability or debt incurred by any individual member of any club.
Section 3: Nondiscrimination
The club shall not discriminate, in the conduct of its activities against any person based on age, race, color, creed, gender, national or ethnic origin, sexual orientation, or physical or mental disability, so long as the individual, through his or her own effort, is able to participate in the club activity.
Section 4: Dissolution
In the event of dissolution of the club, distribution of any funds, after payment of any indebtedness, shall be made by contribution to another organization organized and operating exclusively for charitable, scientific, literary, educational, research or memorial fund purposes which shall be selected by and voted upon by the Board of Directors
If for any reason upon the dissolution of the club the Board of Directors shall fail to act in the manner herein provided, the assets shall be distributed in accordance with the law governing the distribution of assets of nonprofit organizations in the jurisdiction in which the club is located.
ARTICLE X: Amendments
Section 1: Articles and Bylaws
The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, except for Article I , provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each director at least three days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five days if delivered by mail. As required by the Articles, any amendment to Article III or Article VI of the Articles shall require the affirmative vote of all directors then in office. All other amendments of the Articles shall require the affirmative vote of an absolute majority of directors then in office.
ADOPTION OF BYLAWS
ADOPTED AND APPROVED by the Board of Directors on this _4_ day of _April__, 2016_.
REVISED, ADOPTED AND APPROVED by the Board of Directors on this _9_ day of _November_, 2021_.
REVISED, ADOPTED AND APPROVED by the Board of Directors on this _25_ day of _April_, 2023_.