BY-LAWS

ARTICLE I: OFFICES

The principal office of the Corporation shall be 100 Cypress Boulevard W of Homosassa, County of Citrus, State of Florida. The Corporation may also have offices at such other places within or without this State as the Board may from time to time determine.

ARTICLE II: PURPOSES

This organization is organized and shall be operated exclusively for charitable and educational purposes within the meaning of section 501 {c} (3) of the Internal Revenue Code 1954.

Section 1:

This corporation is organized and operated exclusively for educational and other nonprofit purposes, and no part of any net earnings shall inure to the benefit of any member, director or officer.

Section 2:

This corporation shall have and exercise all rights and powers conferred upon corporations under the laws of the State of Florida, provided, however, that this corporation is now empowered to engage in any activity that in itself is not in furtherance of its purposes as set forth above.

ARTICLE III: MEMBERSHIP

Section 1:

Any resident woman of Sugarmill Woods over the age of 18 years shall be eligible for regular membership in WOMEN OF SUGARMILL WOODS, INC., and upon payment of dues, any eligible applicant may become a member in good standing. Provisional membership will also be provided to women who meet all other membership criteria and have started construction on homes or have established residency in Sugarmill Woods at the time of payment of dues.

Section 1a: Any non-Sugarmill Woods resident woman over the age of 18 years shall be eligible for Membership in Women of Sugarmill Woods. Upon payment of dues, she shall have all privileges associated with the WSW membership

Section 2:

Women meeting the criteria for new membership may attend two Luncheon Meetings without holding membership. Beyond this, any woman meeting the membership criteria must hold membership to participate in any club activity. Spouses of members may attend special events. Guests may participate in fundraising and special events. General public and/or guest status refers to any person who is not a member.

Section 3:

The President, upon completion of her term (s) in office, shall be declared a Life Member of the WOMEN OF SUGARMILL WOODS, INC. All previous past presidents are also declared Life Members. Life Members shall retain full rights of membership to participate in any club activity, except that they shall be exempt from payment of annual dues.

ARTICLE IV: DUES

The Board shall determine the annual dues from time to time. Dues shall become payable on or before the first day of July each year. For new members only, from January to March 31, dues will be $17, after March 31st, dues will be $35 until following year’s renewal period.

ARTICLE V: BOARD OF DIRECTORS

Section 1:

The Board of Directors of the Corporation, hereinafter known as the Board, shall be President, Vice

President, Secretary, Treasurer and the Directors of Membership, Luncheons, Fund Raising Events, Community Services, Education and Scholarships and Communications. The Immediate Past President shall be a non-voting member of the Board and shall be designated Parliamentarian and by-laws committee chairperson.

The Board shall meet once a month from September to June. Special meetings may be called by the President to deal with specific matters. The President may invite non-board members, at her discretion, to present reports to the Board just for the segment and discussion of their report; these invitees shall not vote at such board meetings and will be excused at the end of the discussion of their report.

Section 3:

If a vacancy occurs on the Board, the President shall appoint a member to fill that vacancy. If a vacancy occurs in the office of President, the Vice President shall fill that office. At the direction of the Board, the office of Vice President shall then be chosen from one of the current Board members and voted upon by the Board.

Section 4:

A majority of membership of the Board shall constitute a quorum at a Board meeting, without which no business may be transacted. The President shall vote only in the case of a tie vote.

ARTICLE VI: OFFICERS AND DIRECTORS

The elected Officers of the Corporation shall be the President, Vice President, Director of Membership, Director of Fund-Raising Events, Director of Luncheons, Director of Community Services, Director of Education and Scholarships, Director of Communications, Secretary and Treasurer. They shall be elected annually at the Annual Meeting for a term of one (1) year. The new Board shall assume their duties as of June 1st.

Duties of Officers:

All monies received and disbursed shall be coordinated through the Treasurer.

Section 1:

The President shall preside at meetings of the WOMEN OF SUGARMILL WOODS, INC. and the Board. She shall sign contracts, and be an ex-officio member of all committees, except the Nominating Committee. The President, with the advice and consent of the Board may increase or decrease the number of Committees in order to meet the needs of the WOMEN OF SUGARMILL WOODS, INC.

Section 2:

The Vice President shall perform such duties as are referred to her by the President. At the

request of the President, she shall perform the President’s duties provided that prior to decisions made by the Board on substantial policy questions, every reasonable effort is made to advise the President

Section 3:

The Director of Membership is responsible to maintain an up-to-date list of the membership, the

formatting, printing and distribution of the annual membership directory and the introduction of new members at luncheons.

Section 4:

The Director of Luncheons shall arrange the locations and menu for the WSW member luncheons, membership meetings, and special events. She shall appoint and coordinate the necessary committees to carry out these functions and shall negotiate the contracts associated with these luncheons and events.

Section 5:

The Director of Fundraising Events shall determine all fundraising projects with the advice and consent of the Board. She shall coordinate, act in an advisory capacity and appoint the Chairman of each fundraising event.

Section 6:

The Director of Community Services shall evaluate the physical and financial needs for assistance in Citrus County. She shall recommend and request approval of the Board of any needs, which can be met by our efforts. She shall appoint and coordinate committees to provide monies and volunteers to fill these needs. She recommends the allocation of community charitable funds for the club year.

Section 7:

The Director of Communications is responsible for formatting and distribution of the monthly newsletter via email to members. She maintains the official WSW website and Facebook page, plus manages and executes publicity for all WSW events.

Section 8:

The Director of Education will be the liaison for all scholarship programs and educational institutions and will appoint appropriate chairwomen as needed.

Section 9:

The Secretary shall keep the minutes of the Board meetings and record the names of those in

attendance. She shall keep the minutes of special business meetings of the membership, such as, but not limited to, nominations of officers, or election of officers

Section 10:

The Treasurer shall receive and disburse all monies of WOMEN OF SUGARMILL WOODS, INC. The Treasurer shall render a financial statement at every Board meeting and a summary statement annually to the membership. The Treasurer shall sign all checks. As necessary, the President may sign checks.

All financial records and reports, including itemized statements are to be ready for the Audit Committee within forty-five (45) days of the Annual Meeting. Upon request, an itemized statement of all receipts and disbursements shall be made available to the membership

The Treasurer shall be the Chairman of the Budget and Finance Committee which will meet at least once annually. All expenses in excess of $100 must receive approval of the Board.

ARTICLE VII: COMMITTEES

Section 1:

In addition to the standing committees of: Membership; Programs; Community Services; Fund Raising Events; Education and Scholarships; Finance and Communications; each chaired by a Board member as designated above, each Board member may appoint other special committees and the respective chairperson thereof, subject to the approval of a simple majority of the Board. Each Board Member shall oversee the Committees appointed by her.

Section 2:

ANNUAL MEETING

At the last regular meeting of the year, the elected officers for the following year will be and installed and presented.

ARTICLE IX: NOMINATIONS

Section 1:

a. The Nominating Committee shall consist of at least three (3) Regular Members: no more than five (5) Regular Members. The Chairman, to be appointed by the Board, shall select her committee. All Regular Members of the Committee must be from the general membership.

b. It shall be the duty of this Committee to nominate candidates for the offices to be filled. The Nominating Committee shall report the names of the nominated slate to the membership prior to the meeting at which the new officers are elected via email nomination and/or announced in the newsletter.

Section 2:

In accordance with Roberts Rules of Order, nominations may be taken from the floor (with the permission of the person so nominated) after the Slate is introduced at the meeting in which election is to take place.

ARTICLE X: ELECTIONS

Following the presentation of the final report of the Nominating Committee at the meeting in which elections take place, Officers and Directors shall be elected by written ballot (should there be nominations from the floor). If there are no nominations from the floor, a verbal ballot may be taken, or the President can instruct the Secretary to cast the elective ballot for the slate of officers as presented by the Nominating Committee on behalf of the membership. Should there be nomination (s) from the floor for any office, a written ballot will be taken for that/those office (s).

ARTICLE XI: FUNDS Section 1:

The income of the WOMEN OF SUGARMILL WOODS, INC. shall be derived from membership dues and projects approved by the Board.

Section 2:

The fiscal year shall end May 31.

Section 3:

Funds not required for current expense shall be placed in investments recommended by the Treasurer and approved by the Board.

Section 4:

No part of any net earnings shall inure to the benefit of any Member, Officer, or Director. Members should be reimbursed for all budgeted expenses incurred on behalf of WOMEN OF SUGARMILL WOODS, INC.

ARTICLE XII: PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order, where not in conflict with these Bylaws, shall govern this corporation.

ARTICLE XIII: AMENDMENTS

These Bylaws may be amended at any stated Membership Meeting by a majority vote, provided that the amendment (s) has/have been presented in writing to the Bylaws Committee and the Board, then published in the newsletter at least 20 days prior to presentation.

ARTICLE XIV: DISSOLUTION

If the WOMEN OF SUGARMILL WOODS, INC. dissolves the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the organization, dispose of all the assets of the organization exclusively for the purposes of the organization in such manner, or to such organization or organizations organized and operated exclusively for charitable and education purposes as shall at the time qualify as an exempt organization or organizations under section 501 {c} (3) of the current Internal Revenue Code as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the court of jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine.

ARTICLE XIII: AMENDMENTS

These Bylaws may be amended at any stated Membership Meeting by a majority vote, provided that the amendment (s) has/have been presented in writing to the Bylaws Committee and the Board, then published in the newsletter at least 20 days prior to presentation.

ARTICLE XIV: DISSOLUTION

If the WOMEN OF SUGARMILL WOODS, INC. dissolves the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the organization, dispose of all the assets of the organization exclusively for the purposes of the organization in such manner, or to such organization or organizations organized and operated exclusively for charitable and education purposes as shall at the time qualify as an exempt organization or organizations under section 501 {c} (3) of the current Internal Revenue Code as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the court of jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine.

Amendments to the Bylaws:

Article II:

2005 – Purposes restated

Article III:

2006 – Life Members Defined

Article III:

2009 – Alumna Membership Defined

Article III:

Section 1 –1998- Membership

Section 1--2012-Regular Membership

Section 1.a-2012-Associate Membership

Section 2-2012-New Members, Two Luncheons

Section 2—2015 - Residency

Section 5 – 2022 Removed

Article IV:

Dues payable 1st of July

Article V:

Section 1–2007–Added Director – Education and Scholarships

Section 1 - 2012– Added Director Membership

Section -2012-Added Director-Membership Communications and Director-Community Relations

Section 1-2012 –Immediate Past President

Section 1 – 2022 – Programs changed to Luncheons, Membership Communications

Changed to Communications, Community Relations removed.

Parliamentarian and By-Laws Committee Chairwoman

Section 2–2012-Rules for Non– Board Members at Board Meetings

Section 1 –2015—Remove “Executive”

Section 3-2015-Remove “Executive” and Order of Succession

Article VI: A - 2007 – Added Director – Education and Scholarships Section A-2012-Added Director-Membership

Communications and Director-Community Relations. All are elected at annual meeting and assume duties at end of annual meeting.

Section 1 – 1990 – Eliminated Executive Vice President

Section 1a and b – 2022 – Removed a and b and combined under Section 1

Section 2.b-2012– Remove community and replace with

Section 2.a – 2022 – Removed the “A”, changed to Section 2

Section 2.b – 2022 – Removed this section

The Women of Sugarmill Woods

Section 3 – 1991 – Eliminated Executive Vice President

Section 3–2007–Added database duties Director –

Section 3.a-2012-Added Formatting

Section 3.b-2012– Added Recruiting

Sections 3.a, b and c – 2022 – Section 3.a changed to Section 3, Sections b and c removed

Section 4– 2007–Added contract negotiation duties Director of Programs

Section 4-2012-Added arrange location and programs for Luncheons, meetings

and special events

Section 4 – 2022 – Changed to Director of Luncheons, Chairman language removed.

Section 5 – 2022 – Chairman language removed

Section 6-2012-omit “with emphasis on scholarships

Section 6 – 2022 – “in Sugarmill Woods” removed, Chairman language removed, reference to Budget and Finance Committee also removed.

Section7–2007 –Added safekeeping of WSW history to Director-Communications

Section 7-2012-Defined duties of Director-Membership Communications

Section 7 – 2022 – “Membership” removed

Section8–2007 – Defined duties Director – Education and Scholarships

Section8-2012-The Director of Education-Scholarships

Section 8.a 2022 – “A” was removed, now Section 8 only

Section 9–2007–Moved duties of Secretary from Section 8 to Section 9

Section 9-2012-Defined duties Director-Community Relations

Section 9-2012– Moved to Section 10

Section 9 – 2022 – Section removed

Section 10-1990 – Added Director Intra-Clubs (removed 4/03)

Section10—2007– Moved duties of Treasurer from Section 9 to Section 10

Section 9 – 2022 – Section removed

Section 10-1990 – Added Director Intra-Clubs (removed 4/03)

Section10—2007– Moved duties of Treasurer from Section 9 to Section 10

Section 10-2012-Moved Section 10 to Section 11

Section 10 – 2022 – Changed to Section 9, the “A” identification was removed. Buying/selling property reference was removed.

Section 11 – 1990 – Added Director Special Events (removed 4/03)

Section 11.b-2012– Treasurer summary statement annually to the membership

Section 11.e-2012– Finance Committee will meet at least Once annually

Section 11 – 2022 – Changed to Section 10, all subsections were combined into Section 10.

Section 12 – 1990 – Added Director Building Fund (removed 4/03)

Section 12 – 1993 - Renamed Acquisition Fund (removed 4/03 )

Article VI: A-2015-Directorship can be shared. Board will assume duties on June 1st

B-2015 -Remove “Executive”

Section 3c-2015Remove last sentence

Section 7– 2015- Maintenance of WSW Bulletin Board and E-mail communications.

Section 11c-Treasure and President sign checks.

Article VII: Section 1 – 2007-Added Education and Scholarships to standing committees

Section 1 – 2022 – “Membership, Community Relations” Director designations removed. Reference to Intra-Club Chair removed, and Audit Committee chair reference removed.

Article VIII Section 2 – 2022 – Wording removed and now reads “At the last regular meeting of the year, the elected officers for the following year will be presented and installed.”

Sections 3 and 4 – 2022 - Removed

Article IX: Section 1.a-2012-Number on committee

Section 1.b-2012-Reporting the slate

Section 2-2012-Nominations from floor

Article X: 2012-Elections procedure

Article XIII: Section 1-2012-Procedure - time frame

Section 1 – 2022 – Time Frame reference removed

Section 2-2012-Member notification- vote

Section 2 – 2022 - Removed  Article XIV: 2005–Dissolution restated

2022 – Religious and Scientific removed, reference to IRS Tax Code updated, other language updated

.Article VI: Section 8-2017-Defined duties of Director-Member Communication

WSW STANDING RULES

1. The Standing Rules shall be published on the website.

2. The Standing Rules may be amended at any Board of Directors (BOD) meeting. If a rule is amended, deleted or added, the membership is to be informed at the next luncheon meeting and the change (s) shall be reported in the next newsletter.

3. All members are expected to donate their time and services with payment for out-of-pocket expenses only. Members may not charge for their services for any club related activity. Expenses of more than $100 require BOD approval.

4. The Treasurer must present a proposed budget to the BOD at its September meeting.

5. All income and expenses incurred for club events, meetings and fund-raisers are to be documented and submitted to the Treasurer.

6. The Annual Financial Report will appear in the first newsletter of the Club year.

7. No member’s name will be in the Directory unless her dues are paid by July 1. Life Members shall be so designated and included in the list of current members.

8. Membership transfer to another member or person is not permitted. Membership refund is not permitted. The fiscal year is June 1 to May 31.

9. Reservations are accepted up to ten (10) days before a luncheon. Luncheons will be provided free only to program presenters and invited members of the media. Any exception to this must have prior BOD approval. If a member (who reserved) cannot attend but assigns her reservation to another person and advises the reservation chairwomen in advance, that assigned person can take the place of the person who first reserved. However, if someone calls at the last minute and wishes to take the place of anyone who has cancelled, without having been invited by the person holding the reservation, that person must pay for her lunch.

10. All reservation checks for luncheons and special functions will be recorded by the specific chairwoman in order of receipt; no reservation is valid unless accompanied by a check. Checks must be turned over to the Treasurer for deposit. No refunds will be given.

11. Directors may select their own committee members.

12. The Nominating Committee members must be appointed by January 1 to begin deliberations.

13. All publicity notices must be cleared either through the Director of Communications, or the President. Only WOMEN OF SUGARMILL WOODS, INC. business shall appear on the bulletin board.

14. A monthly newsletter will be emailed to each member’s email address during the club year. If no email address is provided, the newsletter can be obtained by using the

www.womenofsugarmillwods.com website.

15. The President is authorized to approve the expenditure of funds by a chairperson that exceeds any dollar limitation which may have been set by the BOD for such individuals. This approval is solely for the purpose of allowing club activities to operate smoothly when it could be difficult to quickly receive necessary approval through regular channels. Such expenditure shall be reported by the Treasurer at the next subsequent BOD meeting.

16. WSW database may be used only for WOMEN OF SUGARMILL WOODS, INC. activities/business.

17. A committee may be appointed by the BOD to investigate dereliction of duty of any Board member.

18. Dues shall become payable on or before the first day of July each year. For new members only, from January to March, dues will be $17, after March 31st, dues will be $35 until the following year’s renewal period

.

19. The Women of Sugarmill Woods, and guests, may be allowed to publicize the fundraising events

or activities of like 501 (C) 3 organizations verbally at our monthly luncheons, but not in our newsletter or email updates. Political candidates may not speak at any Women of Sugarmill Woods events.

20. The elected Director positions (with the exception of the President, Vice-President, Secretary and Treasurer) can be shared positions. A Co-Director is appointed by the elected Director. The appointed Co-Director may attend the board meetings if she has a signed proxy from the elected Director and may vote in the elected Director’s stead.