By Laws

By-Laws:

Introduction

The Corn Republic Parrot Head Club (sometimes referred to as the “Corn Republic” or the “CRPHC” or “the Club”) was sanctioned in January 2009 by the international not-for-profit organization: Parrot Heads in Paradise, Inc. (PHiP).
One purpose of the Club is to provide charitable fund-raising efforts for 501(c)(3) designated organizations; a second purpose is to conduct community or environmental services through the volunteer efforts of Club members. Its primary purpose is to provide social opportunities for people who enjoy the music and literary works of Jimmy Buffett and the tropical lifestyle he personifies.
The administration of the Club consists of members comprising a Board of Directors (sometimes referred to as “Directors” or “the Board”). General membership of the Corn Republic is comprised of the Directors (involved in management of the club and assisting with community/charity events) and Social Members (involved primarily in social activities and assisting with community/charity events).

Membership

  1. Each member of the Corn Republic 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 his or her own risk and is personally liable for the consequences of those actions. The Corn Republic PHC will not be responsible or liable for those actions.
  2. Annual Membership Dues are an amount as established by the Board of Directors.
  3. No later than the November General Membership Meeting of each year, the Membership Director shall make membership renewal forms available to all members. These renewal forms must be returned along with the appropriate membership dues no later than the January General Membership Meeting.
  4. All club membership dues shall be in the form of a personal check or a Money Order or an electronic fund transfer made payable to Corn Republic PHC. A member is considered to be in good standing as long their annual dues have been paid in full by the January General Membership Meeting of each year. Any person, who has not paid their dues by the due date, may be subject to the termination of their membership.
  5. For new members joining at or after the October General Membership Meeting, their dues will fulfill their commitment for the remaining current year and all of the following year.
  6. 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 International PHIP, as well as allowing donations to the worthwhile charities the Club supports.
  7. Being a member in the Corn Republic does not guarantee the member tickets to any Jimmy Buffett show. A member must remain active in the club to be eligible to purchase club / fan tickets or any other club promotions.
  8. 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 Corn Republic or Parrot Heads in Paradise, Inc.
  9. Membership dues apply to adults 21 years of age and older on January 1 of each calendar year. Parakeets (children) under the age of 21 are only allowed in household memberships in which there is at least one adult member.
  10. The Club reserves the right to refuse or terminate any membership.

Board of Directors

General

  1. The Directors of the Corn Republic shall manage all business and executive matters.
  2. The Directors shall consist of the position(s) described in the Director’s Duties section and the Club Founder. Each Director shall have one (1) vote on all matters before the Directors.
  3. 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.
  4. Directors shall not receive any monetary compensation for their services except those incurred and approved as outlined in the Funds section below.
  5. A majority of the balance of the Directors is necessary to conduct business.
  6. Committees are to be determined and created by the Directors.
  7. Sarah Rathbun is recognized as the Founder of the Corn Republic PHC.

Terms of Office

  1. Calls for office nominations can be received beginning in September of each year with general elections to be held at the general business meeting in November of each year.
  2. A Term of Office shall be defined as a two-year period starting January 1 of a given calendar year.  The President and Secretary, Membership Director and Member at Large to be elected for two year’s service in the years 2010 and 2012, and so forth.  The VP and Treasurer and Technology Director, Social Director and Charity Director to be elected for two year’s service in 2011 and 2013 and so forth.  The Presidential group will be elected to begin service in the even years and the V. Presidential group will begin service in the odd years.  Additional Directors (if any) will be assigned to one of these groups as appropriate.
  3. The Directors of this organization can serve no more than three (3) consecutive full terms in a particular office and must vacate the office by the end of the third full term. At such time, the Director can serve in another office and seek re-election to the original office after an 18-month absence from the original office has past.
  4. If more than one person runs for a particular office, majority vote by the general membership will determine who wins the office.
  5. The President may appoint other positions serving specific responsibilities for the Corn Republic, with the majority vote approval of the Directors.

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 Club is approved.
    1. In the circumstance when no one steps forward to be the President, the current or vacating President is authorized to shut down the club.
    2. In the event that the Club dissolves, any remaining funds after final expenses have been accounted for are subject to Dissolution section.
  2. Should any other Director’s office become vacant, the remaining Directors shall appoint a volunteer Director subject to the standard approval of the general membership.
  3. Any Director who resigns from office without completing the term of office will not be eligible to run for a Director position again for one (1) year from the date of resignation.

Removal

  1. Any Director may be removed from office for “just cause,” including but not limited to: malfeasance, nonfeasance, and misfeasance, gross negligence in responsibilities in office, omissions or actions determined by the Directors to be a detriment to the Club. Removal from office is subject to review by the Directors and approval by the general membership.
  2. Any Director missing three (3) consecutive planned meetings (monthly business meetings or special meetings) without reasonable cause is deemed removed from office.
  3. Any member of the Club may bring a written motion for removal before the Directors. The Director at Large shall distribute the motion to the general membership for consideration, subject to review by the Directors and approval by the general membership.
  4. The Directors will vote upon this motion within fifteen (15) working days of receipt, unless written dispute or request for clarification is received of any general member. Such request shall be filed within seven (7) working days with the Directors, who are required to respond within seven (7) working days. This correspondence shall continue until the matter is resolved and voted upon.

Director’s Duties

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 assign 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 Parrot Heads in Paradise, Inc.
  6. Mediate ticket disputes.
  7. Formulate the job descriptions for and assign the respective duties of the additional positions, subject to the approval of the majority of the Directors.
  8. Be an ex-officio member of all committees.
  9. Have the power to call Special Meetings of the organization and Special Meetings of the Board of Directors.
  10. Be financially responsible for the club.
  11. Maintain physical office of the club (i.e. P.O. Box, telephone), unless otherwise delegated by the Board of Directors.
  12. Overall administration, responsibility for the club / keeper of club records, mailing lists, etc.
  13. Volunteer time at local and national events.
  14. Submit all PHIP required reports by their due date(s).
  15. Timely transfer of all documents related to this position.
  16. Cast one vote in all matters before the Directors concerning the Corn Republic.
  17. Shall conduct all votes made by the membership during general business meetings. If not present, this responsibility is taken by the Secretary.

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. Serve as Secondary PHiP contact.
  4. Participate in solicitation of bids, site selection of Phlockings and official gatherings, attend planning sessions when necessary and be knowledgeable in all the aspects of meeting planning for the organization.
  5. Perform all other duties incidental to the office or as assigned by the President.
  6. Organize monthly business meetings.
  7. Work as a follow-up membership recruiter for the Club.
  8. Follow up on action items resulting from meetings.
  9. Maintain Parrot-phernalia (i.e. merchandise such as tee shirts, koozies and all other club logo items) unless otherwise delegated by the Board of Directors.
  10. Work as a liaison with Club Sponsors.
  11. Provide support and coordination for Club committees.
  12. Volunteer time at local and national events.
  13. Timely transfer all documents related to this position.
  14. Cast one vote in all matters before the Directors concerning the Corn Republic.
  15. Coordinate the Annual Bus Trip for years when we have a Bus Trip.

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 review of the previous year’s records as necessary.
  8. Timely transfer all documents related to this position.
  9. Cast one vote in all matters before the Directors concerning the Corn Republic.

Secretary

The Secretary shall:

  1. Keep an accurate and complete permanent written record of all business conducted by the Directors.
  2. Respond or correspond with other groups or individuals as requested by the Directors or the President.
  3. Convey any information the club members submit for publication.
  4. Timely transfer all documents related to this position.
  5. Keep track of the Seeds (participation points) for each member.
  6. Cast one vote in all matters before the Directors concerning the Corn Republic.
  7. Formulate and manage effective policies for fair and impartial distribution of Jimmy Buffett concert ticket blocks.

Social Director

The Social Director shall:

  1. Coordinate the Corn Republic Phlockings. Act as key contact.
  2. Coordinate all participation at the PHIP annual convention (also known as “Meeting of the Minds” or MotM).
  3. Plan the budgets for all events 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, usually one per event.
  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).
  8. Creatively develop and plan theme-based events.
  9. Develop contacts with area event coordinators and make presentations to the Board of Directors for community involvement.
  10. Provide feedback of Club-sanctioned events to the Board of Directors:
    1. Was the event worthwhile?
    2. Was the event fun?
    3. Were any new contacts made at the event?
    4. Will future occurrences of the event be to the Club’s advantage?
  11. Timely transfer all documents related to this position.
  12. Cast one vote in all matters before the Directors of the Corn Republic.

Technology Director

The Technology Director shall:

  1. Be responsible for the documentation of all Club events photographically.
  2. Be responsible for the updating of the Club scrapbooks and photo albums and being sure the aforementioned are available at all Club functions.
  3. Be responsible collecting pictures electronically or otherwise for posting on the Club’s website.
  4. Communicate, organize, disseminate, and be the sole source of all public information concerning the Corn Republic (in conjunction with the President). This will include: the Corn Republic web site, the official club newsletter, public media releases, club associated web pages and any and all public exposure to the Corn Republic.
  5. Timely transfer all documents related to this position.
  6. Cast one vote in all matters before the Directors of the Corn Republic.

Membership Director

The Membership Director shall:

  1. Welcome new members, including a personal welcome, both by phone or email and in person at their first event.
  2. Greet new attendees and:
    1. Make them feel welcome.
    2. Be an information resource for any questions a new member may have.
    3. Make sure the new member(s) is (are) are having fun and feel useful.
  3. Provide timely delivery of club announcements to all members who have no email address.
  4. Notify members regarding renewal applications as specified in this document.
  5. Receive the application information and enter into club computer system.
  6. Coordinate assembly and distribution of club ID cards.
  7. Contact members whose memberships have lapsed.
  8. Maintain a master list of all members and their contact information.
  9. Provide manpower to people membership tables with knowledgeable and enthusiastic members at designated events.
  10. Timely transfer all documents related to this position.
  11. Cast one vote in all matters before the Directors concerning the Corn Republic.
  12. Staff / provide volunteers to staff table at events for recruiting members, providing membership information.
Charity Officer
  1. Evaluate potential partner charities for the club
  2. Report on status of charity based on ratio of money / services provided to their clients.
  3. Make proper distributions of funds collected for the charity
  4. Be the main contact for the charity and the club or as designated by the Board of Directors.
  5. Cast one vote in all matters before the Directors concerning the Corn Republic.

Board Member at Large

  1. Act as ombudsman for all other members of the club
  2. Cast one vote in all matters before the Directors concerning the Corn Republic.

Additional Appointed Officers and Committee Chairs

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

Contracts, Checks, Deposits, Funds and Gifts

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 Corn Republic in any capacity, contract, obligation, function or event without the express written authorization of the Directors.

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 Corn Republic.  Two club members other than the officers who may write checks on the account will balance the deposits, checks and transfers each month.

Deposits

Receipts of the organization shall be deposited at least monthly to the credit of the Corn Republic in such FDIC bank(s), savings and loans, trust companies, or other depositories as the Directors may select.

Funds

  1. A portion of the proceeds generated from the activities of the Corn Republic will go to charity as determined by the Directors.
  2. All special events should be financially self-supporting. If a deficit appears likely, it will 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 the Corn Republic.
  5. All expenses must be approved prior to reimbursement. Completed Club Transaction Documents and receipts for all expenses, regardless of dollar amount, are required for reimbursement.

Gifts

Only Directors of the Corn Republic may accept, on behalf of the Club any contribution, gift, bequest or device. Gifts accepted by a Director on behalf of the Club remain the property of the Club and as such must be reported to the Directors.

Miscellaneous

Property

Any property belonging to the Corn Republic 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 Corn Republic, absent an overriding legally enforceable contract.

Fiscal Year

The fiscal year for the Corn Republic shall begin on January 1 and end on December 31.

Concert Tickets

One of the perks of belonging to a Parrot Head Club is the potential opportunity to purchase tickets to a local Jimmy Buffett concert; however, membership in a club does not guarantee tickets. Each concert has a certain number of tickets reserved for Parrot Head Clubs in the surrounding area. Those tickets then are distributed to the individual clubs based on the number of members in the club.
The Corn Republic uses the term “Seeds” to represent the participation points awarded to members for service work.
The Corn Republic distributes its tickets to its top seed earners of the preceding year (e.g. points earned in 2009 will determine who can purchase club tickets for the 2010 concert). If a member declines to purchase his or her tickets, the tickets will be offered to the next highest seed earner.
All ticket requests must be made through the Club President and any infractions will result in the forfeiture of all accumulated seeds and the suspension of concert ticket privileges for the remainder of the year and the following calendar year.
Seeds will be given only to members who actually participate in an activity. The life of an event encompasses its preparation, conduct, breakdown/cleanup, recordkeeping, etc. If a member volunteers for an event or committee, but does not participate, no seeds will be awarded. Partial seeds may be awarded at the committee/event chair’s discretion. To be eligible for concert tickets, members must actively participate in at least one club sanctioned activity.
Even though committee/event chairs are charged with reporting seeds to the Club Secretary, it is the responsibility of the members to review their own record of seeds.  Members will report their seed earnings via email to the Club Secretary as accumulated.
Members are encouraged to check their seed record and report any discrepancies to the Club Secretary. The Board of Directors will resolve any unresolved discrepancies. Club members may not, under any circumstance, pool or transfer seeds they have accumulated to other club members. Any member who cannot use a ticket that they have been granted prior to the concert must return the ticket to the Club so that a proper refund can be processed and the ticket offered to the next highest seed earner. Fan / Club Tickets cannot be used by non-club members.  The Fan / Club Tickets must be returned if not used.  Failure to comply with this PHiP rule could jeopardize future ticket availability.

  • 1 seed awarded to each member of the Board of Directors per month in office
  • 1 seed awarded to each club member who attends a Phlocking
  • 1 extra seed for planning or hosting the Phlocking
  • 1 seed awarded to each club member who attends a Business Meeting
  • 4 seeds awarded to each member who actively participates in club-sponsored community service/fund-raising effort
  • 4 extra seeds awarded for the chairperson of a charity event or major party
  • 3 seeds awarded for every initial member referral (referred member must join and be in good-standing and never been a member of CRPHC.)
  • 1 seed awarded for attending other sanctioned club’s functions, parties or events
  • 3 seeds for attending MotM
  • Extra points may be awarded as determined by the Board of Directors

Mailing List

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

Membership Directory

The following statement is to be added to each and every membership directory:
“This directory is for the exclusive use of the Corn Republic club members. It is not to be utilized for any purpose not directly associated with the Corn Republic, nor is it to be released to other parties without the express written consent of the Board of Directors of the Corn Republic.”

Club Dissolution

In the event the Corn Republic ceases to exist, any remaining monies after final club expenses (e.g. tax filing, etc) have been satisfied shall be donated in full to a 501(C)(3) charity of the final board’s choosing.
Any remaining property (e.g. parrot-phenalia, etc) shall be donated in full to the nearest active chapter of Parrot Heads in Paradise, Inc.

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. The authority to amend shall be vested in the Directors and ratified by the general membership by three-fourths vote.

Adoption of By-laws

These By-laws were adopted May 31, 2009; amended following the February 21, 2010 meeting of the Baord of Directors; amended following the June 13, 2010 meeting of the Board of Directors.