By-Laws of the Dubuque Phlockers

Table of Contents

Introduction

Membership

Board of Directors

General

Terms of Office

Vacancies

Removal

Director's Duties

President

Vice President

Treasurer

Secretary

Social Director

Technology Director

Membership Director

Outreach Director

Additional Appointed Officers

Contracts, Checks, Deposits, Funds and Gifts

Contracts

Checks, Drafts, etc.

Deposits

Funds

Gifts

Conflict of Interest Policy

Miscellaneous

Property

Fiscal Year

Concert Tickets

Mailing List

Membership Directory

Club Dissolution

Amendments

Adoption of By-laws


Introduction

The Dubuque Phlockers (sometimes referred to as "the DBQ Phlockers" or "the Club") was sanctioned in July, 2006 by the national not-for-profit organization Parrot Heads in Paradise, Inc. (PHIP).

The Club's purpose is to provide charitable fund-raising efforts for other 501(c)(3)-designated organizations and perform community environmental services through the volunteer efforts of 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 Dubuque Phlockers 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 Dubuque Phlockers 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. The Dubuque Phlockers Club will not be responsible or liable for those actions.
  2. Annual Membership Dues for applicants who:
    1. Join between January 1 and September 30 shall be 100% of the current membership fee. Upon receipt, membership will be paid through December 31 of the current year.
    2. Join between October 1 and December 31 shall be 100% of the current membership fee. Upon receipt, membership will be paid through December 31 of the following year.
  3. No later than December 1 of each year, the Membership Director shall mail out membership renewal forms to all members. These renewal forms must be returned along with the appropriate membership dues no later than January 15.
  4. All club membership dues shall be in the form of personal check or Money Order made payable to The Dubuque Phlockers.
  5. A member is considered to be in good standing as long their annual dues have been paid in full by January 15 of each year. Any person, who has not paid their dues by the due date, may be subject to the termination of their membership.
  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 National PHIP, as well as allowing donations to the worthwhile charities the Club supports.
  7. Being a member in the Dubuque Phlockers 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.
  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 Dubuque Phlockers or Parrot Heads in Paradise, Inc.
  9. Membership dues apply to adults 18 years of age and older on January 1 of each calendar year. Parakeets (children) under the age of 18 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 Dubuque Phlockers 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. All votes ending in a tie shall be decided by the majority vote of the President, Treasurer and Founder.
  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. Ladd Nelson is recognized as the Founder of the Dubuque Phlockers.

Terms of Office

  1. Calls for office nominations can be received beginning in June of an election year with general elections to be held at the general business meeting in July of an election year.
  2. A Term of Office shall be defined as a one-year period starting August 1 of a given calendar year.
  3. The Directors of this organization can serve no more than four (4) full terms in a particular office and must vacate the office by the end of the fourth 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 elapsed.
  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 Dubuque Phlockers, 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 the Club 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 Directors shall distribute the motion to the general membership for consideration, subject to review by the Directors and approval by the general membership.
  4. 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 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 all beer and liquor manufacturers, their agents and distributors, unless otherwise delegated by the President.
  4. Act as the ticket liaison between the designated ticket management agency and Parrot Heads in Paradise, Inc.
  5. Formulate and manage effective policies for fair and impartial distribution of Jimmy Buffett concert ticket blocks.
  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 President.
  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 Dubuque Phlockers.

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. Be the official liaison with other local clubs, groups, and organization with which the Club wishes to communicate, unless otherwise delegated by the President.
  5. 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.
  6. Perform all other duties incidental to the office or as assigned by the President.
  7. Organize monthly business meetings.
  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 Vice President.
  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 Dubuque Phlockers.

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. Plan the budgets for all events to at least "break even." The Phlocking budgets must have prior approval of the Directors.
  9. Timely transfer all documents related to this position.
  10. Cast one vote in all matters before the Directors concerning the Dubuque Phlockers.

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. Compile all PHIP required reports before their due date(s).
  5. Send out event thank-you notes in a timely manner.
  6. Timely transfer all documents related to this position.
  7. Cast one vote in all matters before the Directors concerning the Dubuque Phlockers.

Social Director

The Social Director shall:

  1. Coordinate the Dubuque Phlockers Phlockings. Act as key contact.
  2. Coordinate all participation at the PHIP annual convention (also known as "Meeting of the Minds" or MOTM).
  3. Appoint committees and assistants when deemed necessary and report these appointments to the Directors.
  4. Coordinate promotions of Social events.
  5. Arrange for pick-up, delivery and return of rental necessities for socials.
  6. Assist the Vice President with running of Parrot-phernalia (i.e. merchandise such as tee shirts, koozies and all other club logo items).
  7. Creatively develop and plan theme based events.
  8. Greet new members/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 in the group.
  9. 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?
  10. Timely transfer all documents related to this position.
  11. Cast one vote in all matters before the Directors of the Dubuque Phlockers.

Technology Director

The Technology Director shall:

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

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. Provide timely delivery of club announcements to all members that have no email address.
  3. Mail renewal applications to all club members as specified in the Membership section.
  4. Receive the application information and enter into club computer system.
  5. Coordinate assembly and distribution of club ID cards.
  6. Contact members whose memberships have lapsed.
  7. Maintain a master list of all members and their contact information.
  8. Provide manpower to man membership tables with knowledgeable and enthusiastic members at designated events.
  9. Greet new members/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 in the group.
  10. Timely transfer all documents related to this position.
  11. Cast one vote in all matters before the Directors concerning the Dubuque Phlockers.

Outreach Director

The Outreach Director shall:

  1. Develop contacts with area event coordinators and make presentations to the Board of Directors for community involvement.
  2. Coordinate the Dubuque Phlockers Phlockings. Act as key contact for volunteer events.
  3. Appoint committees and assistants when deemed necessary and report these appointments to the Directors.
  4. 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?
  5. Timely transfer all documents related to this position.
  6. Cast one vote in all matters before the Directors of the Dubuque Phlockers.

Additional Appointed Officers

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 Dubuque Phlockers 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 Dubuque Phlockers.

Deposits

Receipts of the organization shall be deposited at least monthly to the credit of the Dubuque Phlockers 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 Dubuque Phlockers 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 $50 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 Dubuque Phlockers.
  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.

Gifts

Only Directors of the Dubuque Phlockers may accept, on behalf of the Dubuque Phlockers 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.

Conflict of Interest Policy

Article I - Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization's (Organization) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Article II - Definitions

  1. Interested Person - Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
  2. Financial Interest - A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
    1. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
    2. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
    3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

    Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Article III - Procedures

  1. Duty to Disclose - In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
  2. Determining Whether a Conflict of Interest Exists - After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
  3. Procedures for Addressing the Conflict of Interest:
    1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
    2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
    3. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
    4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
  4. Violations of the Conflicts of Interest Policy
    1. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
    2. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Article IV - Records of Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain:

  1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.
  2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article V - Compensation

  1. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.
  2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.
  3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Article VI - Annual Statements

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

  1. Has received a copy of the conflicts of interest policy,
  2. Has read and understands the policy,
  3. Has agreed to comply with the policy, and
  4. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Article VII - Periodic Reviews

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

  1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining.
  2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.

Article VIII - Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

Miscellaneous

Property

Any property belonging to the Dubuque Phlockers 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 Dubuque Phlockers absent an overriding legally enforceable contract.

Fiscal Year

The fiscal year for the Dubuque Phlockers 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 Dubuque Phlockers distributes its tickets to its top point earners of the preceding year (e.g. points earned in 2017 will determine who can purchase club tickets for the 2018 concert). If a member declines to purchase his or her tickets, the tickets will be offered to the next highest points earner. Total points for the preceding year will be posted on the private section of http://www.dbqphlockers.org no later than February 15.

All ticket requests must be made through the Club President and any infractions will result in the forfeiture of all accumulated PHPs and the suspension of concert ticket privileges for the remainder of the year and the following calendar year.

Points 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 points will be awarded. Partial points may be awarded at the committee/event chairman's discretion. To be eligible for concert tickets, members must actively participate in at least one club sanctioned activity.

Even though committee/event chairmen are responsible for reporting points to the Club Secretary, members should submit their own record of points via email to the Club Secretary on a quarterly basis (March 31, June 30, September 30, and December 31).

This policy will be posted on the public section of http://www.dbqphlockers.org. Points awarded per member will be posted on the private section of http://www.dbqphlockers.org at the end of every quarter. Members are encouraged to check those points and report any discrepancies to the Club Secretary. Any unresolved discrepancies will be resolved by the Board of Directors. Club members may not, under any circumstance, pool, transfer, or sell the PHPs 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 point earner.

  • 1 PHP awarded to each member of the Board of Directors per month in office
  • 1 PHP awarded to each club member who attends a Phlocking (9 - 15 per year)
  • 1 PHP awarded to each club member who attends a Business Meeting (6 - 12 per year)
  • 4 PHP awarded to each member who actively participates in club-sponsored community service/fund-raising effort
  • 3 PHP awarded for every initial member referral (referred member must join and be in good-standing) and 1 PHP awarded to the referring member each year the referred member remains in good-standing
  • Extra PHP 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 Dubuque Phlockers club members. It is not to be utilized for any purpose not directly associated with the Dubuque Phlockers, nor is it to be released to other parties without the express written consent of the Board of Directors of the Dubuque Phlockers."

Club Dissolution

In the event the Dubuque Phlockers ceases to exist, any remaining monies after final club expenses (e.g. tax filing, etc) have been satisfied shall be donated in full to the Iowa chapter of the Make-a-Wish foundation.

Any remaining property (e.g. parrot-phenalia, etc) shall be donated in full to the nearest active 501(c)(3)-designated 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 majority vote. Majority by the voting members of the Board of Directors is also required to pass any amendments.

Amendments on May 16, 2012

  • Modified the Terms of Office section to stipulate elected terms shall now be 2-year terms (changed from 1-year term) with 6-year term limits (was 4-year term limits).
  • Made minor grammatical and reference corrections from that of the previous by-laws.

Adoption of By-laws

These By-laws were adopted May 16, 2012.