Longboat Key Turtle Watch, Inc.

Amended and Restated Bylaws

The Amended and Restated Bylaws of the Longboat Key Turtle Watch in their entirety

Article I - Name

The name of this club will be the Longboat Key Turtle Watch, Inc. hereinafter referred to as the “Group”.

Article II - Purpose

The general purposes for which this corporation is formed are to operate exclusively for such charitable and educational purposes as will qualify it as an exempt organization under Section 501 (c) (3) of the Internal Revenue Code of 1954 or corresponding provisions of any subsequent Federal tax laws, including, for such purposes, the making of distributions to organizations qualifying as tax-exempt organizations under that Code.

Specifically, the purpose of the Group will be to monitor the habitat and hatchings of sea turtles and educate the community regarding protection activities promoting the preservation of the sea turtle species. In addition the Group strives to continue education for permit holders and volunteers through hands on training, lectures and symposiums.

Article III - Membership

Section 1: Membership in this Group will be composed of persons who are residents of Longboat Key, nearby communities, or visiting tourists with an interest in the preservation of sea turtles.

Section 2: Upon payment of annual dues, one will become a member of the Group and entitled to vote. Membership dues shall be determined each year by the Executive Committee.

Section 3: Lifetime honorary membership may be conferred by the Board on any person who has notably promoted the purpose of this Group. A lifetime honorary member will be exempt from dues and will be entitled to all the privileges of active membership for their lifetime.

Article IV - Officers

Section 1: The officers will be President, Vice President, Recording Secretary, Corporate Secretary and Treasurer. They will be elected at the Annual Meeting to serve for two years and will be eligible for re-election. Any of the offices may be shared by two members as co-officers.

Section 2: The President will preside at all meetings of the Group, appoint committees with Board approval, and establish and maintain relations with local officials and media.

Section 3: The Vice President will assist the President and will perform the duties of the President if that officer is absent or unable to serve.

Section 4: The Recording Secretary will keep a record of all sea turtle monitoring activities and compile all data for State reporting. All data will be in compliance with FWC (Florida Fish and Wildlife Commission requirements.

Section 5: The Corporate Secretary will coordinate Articles of Corporation and 501(c) (3) submissions to maintain nonprofit status for the organization, keep records of Board Meetings and all other meetings deemed necessary; and is responsible for all routine correspondence.

Section 6: The Treasurer will keep an account of all monies received and all disbursements and issue receipts as deemed necessary. The treasurer will:

- Make deposits

- Issue payments for approved budgeted expenditures

- Issue payments for non-budgeted expenditures as approved by the board

- Prepare an up-to-date treasurer’s report to be given at all Board and Annual Meetings.

- Prepare an annual budget for the organization.

Article V - Board of Directors

Section 1: The Board of Directors will be the elected officers and the members-at-large.

Section 2: The members-at-large will be elected by the membership and will have voting privileges.

Section 3: A majority of the Board will constitute a quorum. A majority vote of this quorum is required to pass a motion.

Section 4: The Board of Directors will appoint replacement Officers for any preterm vacancies on the Board. However if the vacancies constitute a majority of the board, then elections will be held to fill these positions for the remainder of the term.

Section 5: The Board of Directors will implement the Permitting Guidelines based on the state guidelines from Florida Fish and Wildlife (FWC). The Board will approve the addition of new or removal of existing permitted license holders according to the Group’s current and specific guidelines.

Article VI - Meetings

Section 1: There will be a minimum of two General Meetings held each year - Spring and Fall. Elections of the Board of Directors will be held every other year at the annual fall meeting.

Section 2: Special Board meetings may be called by the President or by request of the Board of Directors, or five (5) members of the Group, allowing for a 48 hour minimum notice to the membership.

Section 3: The majority of dues paying and lifetime members as defined in Article III will constitute a quorum at all General Meetings.

Section 4: The Group may be represented at Regional, State, National and/or International Sea Turtle meetings by delegate(s) as may be so designated.

Article VII – Voting

1. Election of officers shall be held at the annual fall meeting every other year.

2: Election of officers shall be by written secret ballot unless all Board positions are uncontested; therefore, no vote will be necessary.

3. Depending on the motion to be voted upon, the President may decide if the vote should be conducted by open or written secret ballot.

Article VIII - Budget

Section 1: Banking:

A maximum of three (3) names shall be filed at the bank as permitted to sign checks (only one signature is necessary on the check). These shall be President, Vice President, and Treasurer. Only one checkbook shall be used to be held by the Treasurer. In the absence of the Treasurer, the checkbook may temporarily be turned over to one of the other Board members designated as “signers”.

Section 2: Expenditures:

Funds should be disbursed only at the direction of the Board of Directors according to the following procedures:

Prior to expenditure, a check request form must be filled out by requester (see attached form). This applies to any purchase for any amount whether item is budgeted or not.

A request for purchases must be approved by a Board Member other than the requester or Treasurer. Requests for amounts of $300 or more must be approved by two Board Members other than the requester or Treasurer. Requests for amounts of $1000 or more must be approved by a majority of the Board. The form is then submitted to the Treasurer for payment.

These procedures apply to all expenditures regardless of source of income (i.e.: sale of shirts, dues, donations, grants). No payment will be made without the necessary approval of the request form.

If the purchaser makes a payment to the vendor using personal funds, the same procedure must be followed. Receipts must be attached to the request form and have the necessary Board Member approval in order to receive reimbursement from the Treasurer.

Section 3: Additional Procedures:

A tax exempt form shall be filed with all vendors.

Donations to the Longboat Key Turtle Watch should be acknowledged by the Corporate Secretary when necessary, a receipt issued by the Treasurer for tax deduction purposes.

Grants must be reviewed and approved by the Board prior to the application for the Grant.

Article IX - Committees

The committees of this organization shall be appointed by the President, and their term of office shall be for a period of one year from the time the committee was formed. These committees may consist of: Budget, Education, Grants and Proposals, Nominating, Publicity, or any other committee created and approved by the Board of Directors.

Article X- Amendments to Bylaws

These Bylaws may be amended by two-thirds (2/3) vote of members present and voting at any meeting of the Group as well as those members voting by absentee ballot, provided the proposed amendment has been presented in writing at a previous meeting or sent to each member at least two weeks before the meeting.

Article XI - Dissolution

In the event of dissolution, the residual assets of this Group will be turned over to one or more organizations which themselves are exempt as organizations described in sections 501 (c) 3 and 170 (eX2) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future Internal Revenue Code, or to the federal, state or local government for exclusive public purpose.

11/22/02, 5/1/04, 5/10/04, 6/8/04, 9/16/04, 10/7/04, 6/29/2007

Approved