FOLLY BEACH CIVIC CLUB

CONSTITUTION AND BY-LAWS

December, 2019

ARTICLE I — NAME

            The name of this club shall be the FOLLY BEACH CIVIC CLUB, INC., AKA FOLLY ISLAND CIVIC CLUB.[1]

ARTICLE II – PURPOSES

            The Folly Beach Civic Club was organized in 1938 to improve the City of Folly Beach. Specifically, its goals are:

– to promote acquaintance, friendship, and fellowship as an opportunity for service;

– to encourage and foster the ideal of service;

– to provide the opportunity for its members to be of service to youth, those less fortunate, and the community;

– to create higher civic principles and to promote cooperation in all business and civic affairs;

– to provide through the club meetings an opportunity for good and free discussion of matters of public interest;

– to inform citizens about their local government and their community;

– to promote good citizenship in every way;

– to encourage good government; and

– to further mutual tolerance and understanding by the people of the community.

 

 

ARTICLE III – MEMBERSHIP

            Any resident, property owner, or employee of the City of Folly Beach who is eighteen (18) years of age or older and who is interested in the welfare of the City of Folly Beach, South Carolina, shall be eligible for membership and shall be accepted as a member upon proper payment of dues. Dues are due and payable by the first meeting of each new fiscal year.

ARTICLE IV – BOARD OF DIRECTORS

            Section 1. Composition.

            The Board of Directors shall consist of the officers and three additional at large Board members.

            Section 2. Qualifications.  

            Any person who has been a member of the Club in good standing for at least one of the preceding five years is eligible for election to the Board of Directors.

            Section 3. Duties.

            (a) General Duties.

                        (1) Duty of Care. Each Board member has a responsibility to participate actively in making decisions on behalf of the Club and to exercise his or her best judgment while doing so.

                        (2) Duty of Loyalty. Each Board member must put the interests of the organization before his or her personal and professional interests when acting on behalf of the Club in a decision-making capacity.

                        (3) Duty of Compliance. Board members are responsible for ensuring that the Club complies with the applicable federal, state, and local laws and adheres to its mission.

            (b) Specific Duties.

                        (1) Approve and oversee projects, activities, and events that are consistent with the Club’s mission and budget.

                        (2) Oversee the performance of the Club’s officers.

                        (3) Set the annual dues. [2]

                        (4) Review the budget prepared by the President, revise it if needed, and submit the budget for a vote of the membership at least a week before the January Club meeting.

                        (5) Monitor income and expenditures, make adjustments if needed to line items in the budget up to $500, and recommend adjustments exceeding $500 or new line items to the membership.

                        (6) Appoint the Editor of The Sandspur and determine the frequency and means of its distribution. The Editor, not the Board, shall control the editorial content of The Sandspur.

                        (7) Approve and support efforts to seek grants or otherwise raise funds for the Club.

                        (8) Ensure that the dates, times, and places of regular Club meetings are posted in the Community Center after the January meeting.

                       (9) Perform such other tasks and make such other decisions as needed to conduct the business of the Club.

Section 4. Board Meetings.

            (a) Meetings of the Board of Directors may be held upon the call of the President or any two members of the Board on at least two days’ notice to all Board members of the date, time, place, and purpose of the meeting.

            (b) Board meetings are public meetings,[3] and the date, time, place, and agenda, if any, of each meeting of the Board shall be posted at least 24 hours before the meeting on the bulletin board in the Community Center, and it should also be sent directly to any person, including a non-member, who requests it. Club members shall be notified of Board meetings via email, direct mail, the Sandspur or any other fair and reasonable means of notification.

            (c) A simple majority of the Board shall constitute a quorum.

            (d) The Board shall make decisions by a simple majority vote of those present and eligible to vote. [4]

            Section 5. Conflicts of Interest.

          (a) No Board member may vote on any matter in which the Board member, a family member, or an organization in which the Board member holds a leadership position has a direct personal or pecuniary interest in the outcome.

            (b) When a Board member has a conflict of interest in a matter, the Board member may make a presentation and answer questions about the matter but shall not participate further in the discussion of the matter.

            (c) Any person who is aware of a potential conflict of interest may raise the issue. If it is unclear whether a conflict exists, the Board shall vote on the question, with the challenged member participating in the discussion but abstaining from voting.

Section 6. Removal of Board Members.

The members of the Club may remove one or more members of the Board elected by them without cause by a majority vote of the members of the Club who are present at a meeting that was called, at least in part, for the purpose of removing one or more members of the Board. [5]

            Section 7. Forfeiture of Seat on Board. Any member of the Board of Directors who is absent from three Board meetings during a term in office shall forfeit the position held. A Board member who loses his or her position due to excess absences is eligible for re-election.

ARTICLE V – OFFICERS

            Section 1. Officers. The Officers of this club shall be the President, the Vice President, the Secretary, and the Treasurer.

Section 2. Duties of Officers.

(a) President.

            (1) The President shall act as the executive officer of the Club and shall be the presiding officer at all official sessions of the Club and meetings of the Board of Directors.

            (2) He/she shall assure that the standing committees of the Board and such special committees as the Board shall deem necessary are properly appointed and instructed.

            (3) He/she shall sign all documents that are needed to carry out the business of the Club unless signatory authority is delegated to someone else by the President.

            (4) He/she shall perform such other duties as usually pertain to the Office of the President.

            (5) He/she shall prepare a proposed annual budget and present it to the Board for its review by the end of December.

            (6) He/she shall determine if a quorum is present for Board and Club meetings and shall not allow votes to be taken on any matters for which a quorum is not present.

            (7) He/she is the only person authorized to speak or to conduct correspondence on behalf of the Club unless the President or the Board authorizes someone else to do so.

            (8) The President or his/her designee shall respond to all requests under the Freedom of Information Act.[6]

(b) Vice-President.

            (1) The Vice President shall assist the President in the discharge of his/her duties as deemed necessary and as requested by the President.

            (2) He/she shall preside at official sessions of the Club and meetings of the Board of Directors and perform the duties and exercise the powers of the President in the temporary absence or disability of the President.

            (3) He/she shall become President upon the death, resignation, or permanent incapacity of the President.

(c) Secretary.

            (1) The Secretary shall take minutes of Board and Club meetings. The minutes shall include:

            – the date, time, and place of the meeting;

            – the names of Board members who were present or absent;

            – the substance of all matters proposed, discussed, or decided, and a record of votes taken; and

            – any other information that any person requests to be included.[7]

            (2) He/she shall disseminate a draft copy of the minutes to the Board for review, seek approval of Board meeting minutes at a subsequent Board meeting, seek approval of Club meeting minutes at a subsequent Club meeting, post Board and Club meeting minutes on-line, and maintain the official file of the minutes for the Club.

            (3) He/she shall receive and preserve all records, documents, and reports of the Club, including the articles of incorporation, the bylaws as amended, and for a period of at least three years, the minutes of all meetings of members and records of all actions approved by the members and all written communications to members (including financial statements).

            (4) The Secretary shall maintain a list of the names and business or home addresses of the current members of the Board. [8]

            (5) The Secretary shall maintain the current membership list and the email addresses of current and former members for the previous two years.

            (6) The Secretary shall ensure that notification of the time and place of all Board and Club meetings and events is sent to all members of the Club and posted for the public. Unless a former member has made it clear that he/she does not want to renew his/her membership, the Secretary shall ensure that former members for the previous two years are notified of all Club meetings and events and reminded that their current dues have not been paid.

            (7) The Secretary is responsible for authenticating records of the Club. [9]

(d) Treasurer.

            (1) The Treasurer shall be the official custodian of all funds of the Club, shall be the primary disbursing officer, and shall have charge of any securities held by the Club.

            (2) He/she shall place all funds, securities, or other valuables in a responsible depository as designated by the Board.

            (3) He/she shall be responsible for the payment of all bills or other debts of the Club after properly determining that their payment is justified.  

            (4) He/she shall submit a detailed written annual report to the Board before the January Club meeting. The report shall contain the Club’s cash balance at the beginning and end of the fiscal year and a summary of income and expenditures.

            (5) He/she shall be prepared on reasonable notice to have his/her accounts ready to submit to the Board when requested.

            (6) At the expiration of his/her term of office, all monies, securities, or valuables shall be transferred to his/her successor.

            (7) The Treasurer shall be responsible for ensuring that any required tax reports are prepared and submitted.

            (8) The Treasurer’s records shall be available for periodic external audit as determined by the Board.

            (9) The Treasurer shall inform the Secretary of the names, email addresses, and other contact information of Club members who have paid dues for the current fiscal year.

Section 3. Removal of Officers.

The Board may remove one or more officers at any time without cause by a majority vote of the Board members then in office at a meeting that was called, at least in part, for the purpose of removing one or more officers. [10]

            ARTICLE VI – ELECTIONS

            Section 1. Nominations of Board members.  

            The Nominating Committee shall present nominations for Officers and at large Board members to the membership at the Club meeting in October. Nominations may also be made from the floor at the Club meeting in October or at any time prior to the election by email or otherwise in writing to the Secretary. All persons nominated shall have agreed to serve in the capacity nominated if elected. A person may nominate himself/herself for election to any position.

            Section 2. Elections.  

            (a) The Officers and at large Board members shall be elected by a majority vote of the members who are present and eligible to vote at the Annual Meeting in November.

            (b) They shall take office immediately and shall hold office for one (1) year or until their successors have been elected.

            (c) The Officers and at large Board members are eligible for reelection.

            (d) Whenever more than one person has been nominated for a given office, the election shall be conducted by paper ballot.

            Section 3. Vacancies. A vacancy on the Board may be filled by a majority vote of the members of the Board present and voting at a meeting if the Board determines that the vacancy should be filled before the next election. [11]

ARTICLE VII – CLUB MEETINGS

            Section 1. Club Meetings.

            (a) Club meetings shall be held as determined by the Board of Directors or the Club membership, except that meetings shall be held in October, November, and January.

            (b) The November meeting is designated as the official Annual Meeting.

                        At the annual meeting, the President and Treasurer shall report on the activities and financial condition of the Club. [12]

            (c) At the January meeting:

                        (1) annual dues shall be announced,

                        (2) the budget shall be presented for approval,

                        (3) dates, times, and places of regular Club meetings shall be decided, and

                        (4) on-going, upcoming, and proposed projects for the year shall be discussed.

            Section 2. Notice of Club Meetings.

            (a) Notice to members of the public. Club meetings are public meetings. The date, time, place, and agenda, if any, of each meeting of the Club shall be posted at least 24 hours before the meeting on the bulletin board in the Community Center, and it should also be sent directly to any person, including a non-member, who requests it.

            (b) Notice to Club Members. Club members shall be notified of the place, time, and date of each annual, regular, and special meeting of members no fewer than ten days before the meeting date. Notice of a meeting shall include a description of any matter that must be approved by the members. [13]

            Section 3. Quorum. Nine or more members shall constitute a quorum for a Club meeting.

            Section 4. Voting.

            (a) Only members who were in good standing on the business day before notice was given of a meeting at which some matter must be approved by the members are eligible to vote on the matter. Good standing is defined as being current on dues.

            At the January meeting, members who were in good standing in December are eligible to vote. For the election of Board members in November, members in good standing on the day before the Nominating Committee made its nominees known are eligible to vote.

            (b) The Club shall maintain an alphabetical list of members showing the mailing and email addresses of each member. The list of members must be available for inspection by any member at a reasonable time and place for the purpose of communicating with other members about a meeting, beginning the day after notice of the meeting is given. Upon written request, a member, member’s agent, or member’s attorney is entitled to inspect and copy the list at the member’s expense. The Club shall make the list of members available at each Club meeting, and the list shall indicate which members are entitled to vote at the meeting and which are not. Any member, member’s agent, or member’s attorney is entitled to inspect the list at any time during the meeting or any adjournment.[14]

            (c) Members must be personally present to vote at a meeting. Proxies are not allowed.

ARTICLE VIII – COMMITTEES

            Section 1. Standing Committees. The standing committees shall be designated as follows:

            Nominating Committee

            Section 2. Ad hoc Committees. The Board of Directors may appoint ad hoc committees from time-to-time, which serve during the term of the Board that made the appointments.

Section 3. Duties of Standing Committees.

            Nominating Committee

            (a) The Nominating Committee shall make nominations for officers and other elected members of the Board of Directors. It shall ensure that all candidates have agreed to serve, and it shall present its nominations at the October meeting.

            (b) The Nominating Committee shall consist of the past president, one member appointed by the President, and one member appointed by the Board, whose appointments shall be made no later than one month before the October meeting. If the past president is unable or unwilling to serve, the Board may appoint someone else to the Nominating Committee.

            Section 4. Power to Rescind Appointments. The Board has the power to rescind any appointments it makes.

ARTICLE IX – FINANCIALS

            Section 1. Dues. The dues shall be announced by the Board at or before the January meeting. Dues shall cover the period of one calendar year.

 

 

            Section 2. Disbursements.

            (a) All disbursements shall be authorized by the Treasurer and the President, or if either of them is unable to act, by the Treasurer or the President along with the Vice President or another person authorized by the Board.

            (b) Disbursements shall be made by check from the Club’s bank account, which shall be signed by two people who can include the President, the Treasurer, or someone else designated by the Board.

            Section 3. Requests for Funds for Community Projects.

            (a) Guidelines.

                        (1) No request for funds shall be considered unless the project would improve the City of Folly Beach and would otherwise be consistent with and promote the purposes of the Civic Club.

                        (2) Absent exceptional circumstances, a funding request should not be granted that would impose an ongoing financial obligation on the Club or bind future Boards of the Club.

                        (3) The project would publicize the Civic Club’s involvement, and it would memorialize the Club’s involvement if it is reasonably practical to do so.

                        (4) The project would take place on public property.

                        (5) Projects that would be accessible to the entire community shall be favored over those that would not be.

            (b) Process.

                        The Board shall review requests for funds and either deny them or present them for discussion at a Club meeting before giving final approval. The Board cannot disburse more funds than are set aside for that purpose in the budget. However, if there is not enough time to present the proposed project at a Club meeting or to amend the budget to allocate funds for it, the Board may grant a funding request if notice of the Board’s desire to do so is communicated to Club members by email and Facebook, and the members are given a reasonable amount of time to share their opinions with the Board.

            Section 4. Fiscal Year. The fiscal year shall be from January 1st of each year to December 31st of the same year.

ARTICLE X   – MISCELLANEOUS PROVISIONS

            Section 1. Parliamentary Authority. The most recent edition of “Robert’s Rules of Order” shall be the authority for parliamentary matters not covered by the Constitution and By-Laws.

            Section 2. Dissolution. Should the Folly Beach Civic Club be dissolved, all financial assets shall be given to a nonprofit organization recognized by the Federal Government. The Club can be dissolved by a two thirds majority vote of the Board of Directors, including ex officio members. The Club shall be considered dissolved if a quorum is not present for three successive Club meetings.

            Section 3. Compensation. All Officers, committee members, and Board members shall serve without compensation, except that the Sandspur editor and the Halloween Carnival director or co-directors may be compensated if such compensation is included in the Club’s budget.

ARTICLE XI – AMENDMENTS

            (a) The Constitution and By-Laws may be amended by a three-fourths majority vote of the members present and voting at a Club meeting, provided that the proposed amendments have been distributed to the membership via the Sandspur, e-mail, on-line, or another method likely to provide notice to the membership, and presented for discussion at a previous Club meeting.

            (b) A notice of a meeting at which bylaws are to be amended shall state that the purpose, or one of the purposes, of the meeting is to consider the amendment of bylaws and contain or be accompanied by a copy or summary of the proposal. [15]

            The bylaws were previously amended on October 19, 2015, May 16, 2017, November 21, 2017, and probably earlier dates. They were amended again on December 17, 2019.

[1] The Club was incorporated in 1966 as the Folly Island Civic Club, and it has not officially changed its name.

[2] S.C. Code Ann. Section 33-32-602 gives the Board the authority to set the dues.

[3] The Freedom of Information Act (FOIA), S.C. Code Ann. Section 30-4-20 defines “public body” to include organizations that are “supported in whole or in part by public funds . . . including committees, subcommittees, and the like of any such body by whatever name known.” SC Code 30-4-60 says that meetings of public bodies shall be open to the public.

[4] The FOIA in S.C. Code Ann. Section 30-4-70(c) says “[no] chance meeting, social meeting, or electronic communication may be used in circumvention of the spirit of requirements in this chapter to act upon a matter over which the public body has supervision, control, jurisdiction, or advisory power.”

[5] S.C. Code Ann. Section 33-31-308 gives Club members the power to remove Board members.

[6] SC Code 30-4-20 requires us to respond to a FOIA request within 10 business days and, if the record is subject to disclosure, to make the requested document available for review or copying within 30 days after making the determination. If the record is more than 24 months old, the Club has 20 days to respond and 35 days to produce.

[7] The contents of the minutes are required by the FOIA, SC Code Ann. Section 30-40-90.

[8] The contents of paragraphs (c) and (d) are required by S.C. Code Ann. Section 33-31-1601(e).

[9] We are required to designate someone to authenticate records of the Club by S.C. Code Ann. Section 33-31-840(b).

[10] S.C. Code Ann. Section 33-31-843(b) gives the Board the authority to remove officers.

[11] S.C. Code Ann. Section 33-31-807(b) indicates that the Board has the authority to fill vacancies.

[12] This is required by S.C. Code Ann. Section 33-31-701(d)(1).

[13] S.C. Code Ann. Section 33-31-705 Requires notice of meetings to be fair and reasonable. Section 33-31-705(c) describes fair and reasonable notice as written in paragraph (b).

[14] This is required by S.C. Code Ann. Section 33-31-720(a-c). Failure to comply with the requirements of this paragraph can result in a Court of Common Pleas judge summarily ordering the inspection or copying at the Club’s expense, postponing the meeting, and ordering the Club to pay the member’s costs, including attorney’s fees, incurred to obtain the order. S.C. Code Ann. Section 33-31-720(d).

[15] S.C. Code Ann. Section 33-31-1021(c) requires the language in paragraph (b).