Quad City Parrot Head Club
supporting QC charities 
           one party at a time
 
 
 
 

Quad City Parrot Head Foundation, Inc.
Bylaws

The Quad City Parrot Head Foundation, Inc. (sometimes referred to as “QCPH Foundation” or “The Foundation”) was established in 2012 by the Quad City Parrot Head Club (“QCPH” or “the Club”). The Foundation is a charitable organization as defined by section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

The Foundation is organized exclusively for charitable purposes is to financially assist in community and environmental concerns within the meaning of section 501(c)(3). Other than as an insubstantial part of its activities, The Foundation is prohibited from engaging in activities that in themselves are not in furtherance of one or more exempt purposes.

The Administration of The Foundation consists of members comprising a Board of Directors (“Directors”) and a staff of Administrators (“Administrative members”). General membership of QCPH is comprised of Administrative members (involved in management of the club), Volunteer members (participates and volunteers with club activities) and Social members (involved in social activities only). Each member has a choice among these three membership categories.


I. BOARD OF DIRECTORS

A. GENERAL

1. The Directors of QCPH will manage all business and executive matters.

2. The nine (9) volunteer Directors shall be the President, Vice President, Secretary, Treasurer, Social Director, Membership Director, Communications Director, Charity Director and Founder. Each Member of the Board shall have one (1) vote on all matters before the Directors. All votes ending in a tie shall be decided by the vote of the President.

3. Michael Malmstead is recognized as the only voting Founder of QCPH and The Foundation.

4. The Directors shall be selected by the President in cooperation with those who volunteer for the other Director positions and approved by the majority of the Administrative membership.

5. It is the responsibility of the Directors to attend the business and special meetings and to present, in good faith, the issues and concerns of the members of the Club.

6. Directors are responsible for submitting discussion items to the Director’s meeting agenda from Administrative members.

7. A majority of the balance of the Directors is necessary to conduct business.

8. Committees are to be created and determined by the Directors.

9. Minutes are to be taken at all committee meetings, and be submitted at administrative meetings.

10. Provide an electronic copy and/or paper copy of all documents upon exit of office to the rest of the directors.

B. TERMS OF OFFICE

1. The Directors of this organization shall continue to serve in their respective positions for a period of two (2) years. There will be no term limits on any position. Election of President, Secretary, Social Director and Communications Director will be in alternated years of elections for Vice President, Treasurer, Charity, and Membership Director. If more than one person runs for a particular position, majority vote by Administrative membership will determine who wins the position.

2. A board member who has not paid their dues by March 31st of the year due will be removed from the board immediately and not allowed to hold a position on the board for a full year.

3. The President may appoint other positions serving specific responsibilities for The Foundation, with the majority vote approval by the Administrative membership.


C. RULES FOR SELECTING THE DIRECTORS

1. No later than March 15th of each year, the Director of Membership shall notify members of membership renewals. These renewals are due by March 31st. Members must be in good standing to participate in the voting process.

2. Director positions are to be filled with someone from the Administrative membership who has been a Club member for at least 1 year. The President will contact members who select “Administrative” on their renewal form in May in order to confirm their desire to hold a position and identify either a Director, Assistant or member at large position within the Administrative membership. If interested, the Member should notify the President prior to the June Administrative meeting to be considered for office.

3. The names of those who wish to run for a board position that will be up for election that year will be presented to the club at the June Administrative meeting. If more than one member wishes to hold the same Director position, those members can either determine who should hold the position or those members will be brought before the Administrative members in vote format to select the best candidate during the July Administrative meeting.

4. Those who do not desire to hold a Director position shall be considered part of the Administrative membership, either as in an assistant capacity or as an administrative member at large.

5. All selections are subject to the majority vote approval of the Administrative members.

D. VOTING PROCESS

1. The newly elected Directors will assume duties on August 1st following the election.

2. In the event of a contested position, a vote of the Administrative membership will be taken and the results will be presented at the July Business Meeting.

3. In the event of a vote before the Directors or the Administrative membership, majority vote will rule.

4. All votes ending in a tie shall be decided by the vote of the President.

5. Voting will be conducted by ballots being submitted during an Administrative meeting. The Secretary will count the votes and announce the winner immediately. Administrative members not in attendance cannot vote via e-mail, phone, or by other means.

E. VACANCIES

1. Should the office of the President become vacant, the Vice President shall automatically exercise all powers, duties, rights, and responsibilities of the President’s office until such time as a selection by the Directors subject to the approval of the Administrative membership.

2. In the circumstance when no one steps forward to be the President, the current or vacating President is authorized to deactivate the club with Parrot Heads In Paradise, Inc. (PHIP) after approval by the Administrative membership.

3. Should any other Director’s office become vacant, the remaining Directors shall appoint a volunteer Director subject to the standard approval of the Administrative membership. Should a Director have an assistant, the assistant will be given first choice to hold the Director position.

4. The appointed Director will serve the remainder of the term of that position. The appointed Director may then run for the position in the next regular election cycle.


II. DIRECTOR’S DUTIES

A. PRESIDENT: The President shall be the principal executive officer of the organization, in charge of the business and affairs of the organization. The President shall assure that the resolutions and directives of the Directors are carried out, except in those areas where the Directors delegate the responsibilities to another person.

The President shall:

1. Be the Executive Officer of the corporation and preside at the monthly business meetings, any special meetings and meetings of the Directors.

2. Serve as primary PHIP contact.

3. Be the official liaison with other local clubs, groups, and organization with which the Club wishes to communicate, unless otherwise delegated by the President.

4. Be the official liaison with all beer and liquor manufacturers, their agents and distributors, unless otherwise delegated by the President.

5. Act as the ticket liaison between the designated ticket management agency and PHIP.

6. Formulate and manage effective policies for fair and impartial distribution of Jimmy Buffett concert ticket blocks.

7. Mediate ticket disputes.

8. Formulate the job descriptions for and assign the respective duties of the additional positions, subject to the approval of the majority of the Administrative membership.

9. Be an ex-officio member of all committees.

10. Have the power to call special meetings of the organization and special meetings of the Board of Directors.

11. Be financially responsible for the club.

12. Maintain physical office of the club (i.e., P.O. Box, telephone), unless otherwise delegated by the President.

13. Determine Administrative website and electronic media access.

14. Overall administration, responsibility for the club / keeper of club records, mailing lists, etc.

15. Volunteer time at local and national events.

16. Review bylaws annually and determine if a bylaws committee should be gathered.

17. Cast one vote in all matters before the Directors concerning The Foundation.


B. VICE PRESIDENT

The Vice President shall:

1. Actively assist the President in administering the business of the organization.

2. In the absence of the President, have the powers and duties of the President.

3. Act as liaison between the Administrative Staff and the Directors.

4. Serve as Secondary PHIP contact.

5. Submit all PHIP required reports by their due date(s).

6. Participate in solicitation of bids, attend planning sessions when necessary and be knowledgeable in all the aspects of meeting planning for the organization.

7. Perform all other duties incidental to the office or as assigned by the President.

8. Organize monthly business meetings.

9. Follow up on action items resulting from meetings.

10. Volunteer time at local and national events.

11. Maintain an inventory of all club property, including merchandise items, and submit a monthly report to the Board.

12. Cast one vote in all matters before the Directors concerning The Foundation.

C. SECRETARY

The Secretary shall:

1. Keep an accurate and complete permanent written record of all business conducted by the Directors.

2. Attach typed committee minutes to consent agenda.

3. Respond or correspond with other groups or individuals as requested by the Directors or the President.

4. Convey any information the club members submit for publication.

5. Cast one vote in all matters before the Directors concerning The Foundation.

6. Keep a record of all minutes from Administrative meetings.

D. TREASURER

The Treasurer shall:

1. Manage all accounting and financial activities of the organization.

2. Maintain adequate records and files for the organization according to generally accepted accounting practices.

3. Obtain prior approval of the Directors for the administrative costs required for the monthly operation of the organization.

4. Maintain all Club checking accounts.

5. Submit a monthly financial statement to the Directors.

6. File all tax returns and corporation papers on an annual or "as needed" basis in compliance with federal, state and local laws.

7. Oversee an annual audit of the previous year's records as necessary.

8. Cast one vote in all matters before the Directors concerning The Foundation.

E. MEMBERSHIP DIRECTOR

The Membership Director shall:

1. Welcome new members.

2. Mail renewal applications to all members as specified in Section IV.

3. Receive the application information and enter into the master membership list.

4. Coordinate assembly and distribution of club ID cards.

5. Contact members whose memberships have lapsed.

6. Maintain a master list of all members and their contact information.

7. Provide volunteers to staff membership tables with knowledgeable and enthusiastic members at designated events.

8. Maintain Club T-shirts for distribution to new members and selling of said T-shirts to existing members.

9. Cast one vote in all matters before the Directors concerning The Foundation.

F. SOCIAL DIRECTOR

The Social Director shall:

1. Coordinate the QCPH Phlockings, including site selection. Act as key contact.

2. Coordinate all participation at the PHIP annual convention.

3. Plan all events and budgets to at least "break even." The Phlocking budgets must have prior approval of the Directors.

4. Appoint committees and assistants when deemed necessary and report these appointments to the Directors.

5. Coordinate promotions of club events.

6. Arrange for pick-up, delivery and return of rental necessities.

7. Assist the Vice President with running of Parrot-phernalia. (i.e., merchandise such as tee shirts, koozies and all other club logo items).

9. Cast one vote in all matters before the Directors of The Foundation.


G. COMMUNICATIONS DIRECTOR

The Communications Director shall:

1. Be responsible for the documentation of Club events photographically.

2. Update the Club’s website and photo albums, and be sure the aforementioned are available to members or other interested parties.

3. Be responsible collecting pictures electronically or otherwise for posting on the Club’s website and social media pages.

4. Communicate, organize, disseminate, and be the sole source of all public information concerning QCPH (in conjunction with President). This will include: QCPH.com web site, the official club newsletter, Public media releases, club associated website and social media pages and any and all public exposure to QCPH and The Foundation. A Webmaster and/or Social Media Representative may be appointed by the Communications Director.

5. Provide timely delivery of club announcements pertaining to membership to all members through the Yahoo group.

6. Ensure the website and social media posts are only used for news and events sponsored or promoted by QCPH or PHIP.

7. Hold the website and social media passwords, along with the Webmaster, Social Media Representative, and the President.

8. Be the Editor of the official club newsletter. The Editor may appoint a Publisher for the newsletter. However, this appointment must have the approval of the Directors.

9. Cast one vote in all matters before the Directors of The Foundation.

H. CHARITY DIRECTOR:

1. Preside over Charity Committee and all business assigned to that committee.

2. Solicit, accept, and record all charitable requests made to The Foundation.

3. Respond or correspond with charities requesting information.

4. Present all Charity Committee recommendations to the Board of Directors.

5. Keep written records of contact information for all charities doing business with The Foundation.

6. Keep written records of all charitable donations made by The Foundation.

7. Cast one vote in all matters before the Directors concerning The Foundation.

I. ADDITIONAL APPOINTED OFFICERS

The President may appoint additional officers as deemed necessary. These appointed officers hold non-voting positions.

J. REMOVAL

1. Any Administrative member or Director may be removed from office for "just cause," including but not limited to: malfeasance, nonfeasance, and misfeasance, gross negligence in responsibilities of office, failure to remain a member in good standing (see Section IV(J)), or omissions or actions determined by the Directors to be a detriment to the Club. Removal of any member is subject to review by the Directors and approval by the Administrative membership.

2. Any Director missing three (3) consecutive planned meetings (monthly business meetings or special meetings) without reasonable cause are deemed removed.

3. Any member of the Club may bring a written motion for removal before the Director. The Directors shall distribute the motion to the Administrative membership for consideration, subject to review by the Directors and approval by the Administrative membership. This motion will be voted upon within fifteen (15) working days of receipt by the Directors, unless written dispute or request for clarification is received of any Administrative member. Such request shall be filed within seven (7) working days with the remaining Administrative membership, who are required to respond within seven (7) working days. This correspondence shall continue until the matter is resolved and voted upon.

4. Removed Directors and Administrative members will not be allowed to hold a
position as a Director for a full calendar year.

III. ADMINISTRATIVE MEMBERS

The Administrative membership will administer the management decisions in the day-to-day fulfillment of the duties necessary to support the activities and culture of QCPH. Each Administrative member will have one vote in issues before the Administrative membership. Any member may be an Administrative member subject to the nominal standards and responsibilities, the primary duty of which is to participate in the administration of the club by responding to the issues before the Administrative membership. Any member of the Administrative membership is subject to the same removal criteria as applied to Director status, with the exception of missing meetings.

Administrative membership shall:

1. Attend business meetings on a regular basis.

2. Actively participate in meetings when present.

3. Lend support to Director’s and committees.

4. Actively participate in the management of the club by voting on any issue brought forth to the Administrative Staff.

5. Any club member who desires to be a member of the Administrative Staff may do so at any time; however, they would be ineligible to vote on club issues for a period of 60 days and have attended at least two of the last three business meetings prior to the election meeting.

6. In the event that an Administrative Staff member has not attended a meeting in the past year, they will be removed from the Administrative Staff and be listed as a volunteer.


IV. MEMBERSHIP

A. Each member of the Quad City Parrot Head Club is responsible for his or her own actions and behavior. All members are expected to fully comply with all laws, and any member who breaks a law does so at their own risk and is personally liable for the consequences of those actions. QCPH Club will not be responsible or liable for those actions.

B. Being a member in the QCPH Club does not guarantee the member tickets to any Jimmy Buffett show. A member must remain active in the club to be eligible for tickets or any other club promotions.

C. Membership in the club does not give any member permission to use Jimmy Buffett’s name, song titles, lyrics, names of businesses, or other trademarked, copyrighted or reserved material owned by Jimmy Buffett; nor can any member use the logos of the Quad City Parrot Head Club or Parrot Heads in Paradise, Inc.

D. Membership Dues ensure the continued operation of the club: newsletter production, letters, notices of upcoming events, postage, banners, web site production, and includes annual dues to the National PHIP, as well as allowing donation to many of the worthwhile charities the Club supports.

E. Each member has a choice of being an Administrative member (involved in management of the club), a Volunteer member (participates and volunteers with club activities) or a Social member (involved in social activities only). Any member who does not indicate otherwise will be assumed to be a Social member.

F. Family memberships are limited to two (2) persons over age 21.

G. Parakeets (children) are allowed on family memberships only.

H. Initial membership will expire one year from March 31st of the year following the application date.

a) Joining January 1st to May 31st shall pay 100% of current membership fee ($25.00/single and $40.00/family). Upon receipt, membership will be paid through March 31st of the following year.

b) Joining June 1st to September 31st shall pay 75% of the current membership fee ($18.75/single and $30.00/family). Upon receipt, membership will be paid through March 31st of the following year.

c) Joining October 1st to December 31st shall pay 50% of the current membership fee ($12.50/single and $20.00/family). Upon receipt, membership will be paid through March 31st of the following year.

d) Members who have not renewed by March 31st of year due will not be considered
members in good standing (see Section IV(J)).

I. Annual Renewal of Membership Dues are due by March 31st ($25.00/single and $40.00/family) :

J. A Member In Good Standing is defined as a member with dues paid in full by the due date.

K. Any member who is not in good standing may be subject to the termination of their membership.

L. The Club reserves the right to refuse or terminate any membership. Membership termination will be based upon failure to remain a member in good standing, or actions determined by the Directors to be a detriment to the Club. Removal of any member is subject to review by the Directors and approval by the Administrative membership.

V. CONTRACTS, CHECKS, DEPOSITS AND FUNDS

A. CONTRACTS

The Directors only may authorize any officer(s), agent or agents, and/or committee members, in addition to those mentioned and authorized in these Bylaws, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Club; such authority may be general or restricted to specific instances. All authorizations are to be in writing from the Directors. No club member shall have the authority to represent The Foundation in any contract, obligation, function or event without the express authorization of the Directors.

B. CHECKS, DRAFTS, ETC.

The Treasurer, the Vice President, and/or the President shall sign all checks, drafts, or other orders for the payment of monies, notes, or other evidence of indebtedness issued in the name of The Foundation. Two qualified signatures are required on all checks.

C. DEPOSIT

Receipts of the organization shall be turned in and deposited at least monthly to the credit of The Quad City Parrot Head Foundation, Inc. in a FDIC bank, savings and loan, trust company, NCUA credit union, or other depository the Directors may select.

D. FUNDS

1. A portion of the proceeds generated from the activities of QCPH will go to charity as determined by the Administrative Staff.

2. All special events should be financially self-supporting. If a deficit appears likely, it should be reported to the Directors promptly.

3. The Treasurer and/or President may submit or approve payments of not more than $100 per occurrence without prior approval from other Directors.

4. All other payment and purchases must be approved by a majority vote of the Directors in order to be funded by QCPH.

5. All expenses must be approved prior to reimbursement. Completed Club Transaction Documents and receipts for all expenses, regardless of dollar amount, must be provided in order to be considered for reimbursement.

E. GIFTS TO THE QUAD CITY PARROT HEAD FOUNDATION

QCPH members may accept, on behalf of The Foundation, any contribution, gift, bequest, or device. Gifts accepted by members on behalf of The Foundation remain the property of The Foundation and as such must be reported to the Directors.

VI. MISCELLANEOUS

A. PROPERTY

Any property belonging to The Foundation shall not be used, transferred, acquired, divested or consumed by any person without written consent of the Directors following a majority vote of approval. The term "property" includes all property real or personal, tangible or intangible, which may be owned, created by or in the possession of The Foundation absent an overriding legally enforceable contract.

A list of property belonging to QCPH shall be maintained by the Vice President (or designated appointee) and updated as needed or, at minimum, on an annual basis.

B. FISCAL YEAR

The fiscal year for The Foundation shall begin on April 1 and end on March 31.

C. MAILING LIST

Use of mailing lists identifying club leaders or club members for external solicitation purposes of any kind (including charitable) is strictly prohibited.

D. MEMBERSHIP DIRECTORY

The following statement is to be added to each and every membership directory:

“This directory is for the exclusive use of Club Members. It is not to be utilized for any purpose not directly associated with the Quad City Parrot Head Club, nor is it to be released to other parties without the express written consent of the Board.”

E. CLOSING OF THE FOUNDATION

In the event The Foundation ceases to exist, any remaining assets after final expenses (e.g., tax filing, etc.) have been satisfied shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. At the time of this writing, the Directors wish assets be distributed to the nearest active 501(c)(3)-designated chapter of PHIP.

VII. AMENDMENTS

The method to alter, amend, or repeal these policies or adopt new policies is for any member to bring the desired amendment to the attention of the Directors or the Administrative membership. The authority to amend shall be vested in the Directors and ratified by the Administrative members by majority vote. Majority by the voting members of the Administrative membership is required to pass any amendments.


VIII. ADOPTION OF BYLAWS

These Bylaws were adopted on April 16, 2014.

APPROVED BY THE QUAD CITY PARROT HEAD FOUNDATION BOARD OF DIRECTORS



________________________________
Jennie Fink, Secretary

Date: _______________


**The terms Jimmy Buffett, Margaritaville, Parrot Head(s) or Parrothead(s) are registered trademarks of Margaritaville Inc. and cannot be used without written consent. The use of the terms Parrot Head Club, Parrothead Club and PHC are also trademarked by Margaritaville Inc. and are used with permission ONLY by sanctioned charters of
Parrot Heads In Paradise,Inc.**
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