As of October 1, 2025
BY-LAWS OF THE BROWARD SHELL CLUB, INC.
ARTICLE I
This club shall be known as the Broward Shell Club, Inc. (Club)
ARTICLE II
Purpose – It shall be the purpose of the Club by holding monthly meetings to further the study of shells, to collect shells, to share our interest, knowledge and ideas on the study and collection of shells, and whenever possible to hold an annual Shell Show devoted to the education and entertainment of the public; to cooperate fully with professional conchologists, malacologists and scientific institutions, especially in determining life history, range and ecology of species of marine life; and to increase the knowledge of mollusks both by the membership and the general public; and to promote the appreciation of mollusks in all their forms; and encourage shell related interests such as shell crafting and art.
ARTICLE III
Membership – Regular meetings of the Club are to be held on the second Wednesday of each month, except during the months of March and December; these months have been set aside for the annual Auction and Holiday Party.
ARTICLE IV
Membership – Any person may become a Club member upon expressing a desire to become a member and upon payment of current dues. The membership shall be of three (3) classes: Honorary, Regular and Student.
Section 1 – Honorary members shall be persons elected to membership by the Board of Directors in consideration of extraordinary accomplishments in the fields of Malacology, Conchology, allied marine science and/or outstanding service to the Club.
Section 2 – Regular members shall be persons over eighteen (18)years of age and have full voting privileges.
Section 3 – Student member shall be persons actively enrolled in school through undergraduate college, having no voting privileges.
ARTICLE V
Dues – The annual dues shall be as identified in the Club newsletter publication.
ARTICLE VI
Officers and Directors: The officers of the Club shall be elected annually. The officers shall be: a President, a Vice-President, a Recording Secretary, a Corresponding Secretary and a Treasurer. Newly elected officers shall assume their duties at the May meeting. The Board of Directors shall consist of the current officers, immediate Past President, and the Chairperson of the Standing Committees. A Standing Committee may have one appointed Chairperson and one vice-chairperson. Each officer and chairperson on the Board of Directors shall have one vote in determining Board decision. If an officer cannot fulfill his or her term of office, or is removed from that office, the resulting vacancy shall be filled by a majority vote of the Board of Directors following recommendations from the Nominating Committee.
Section 1 – Duties of Elected Officers
Outgoing officers shall meet with any new officers to review the duties of the position they are assuming.
(a) President, who shall:
1. Preside at all meetings of the Club and the Board of Directors.
2. Appoint all committees except for the nominating committee.
3. Work in close consultation with the Vice-President on all matters.
(b) Vice President, who shall:
1. Act in the absence of, or at the request of, the President.
2. Consult with and advise the President.
3. Performs such other duties as may be agreed upon with the President.
(c) Recording Secretary, who shall:
1. Keep accurate minutes of the regular and board meetings of the Club and make said minutes available at regular meetings. A copy of all minutes shall be turned over to the Club Librarian at the May meeting.
2. Keep for reference at each meeting, a copy of these By-Laws and of all standing resolutions.
(d) Corresponding Secretary, who shall:
1. Conduct the routine correspondence of the Club and keep a file of the same, referring letters to appropriate committees where indicated.
(e) Treasurer, who shall:
1. Receive and duly process all monies payable to and from the Club, keeping an accurate accounting of same.
2. Prepare annual financial report and present at Annual Business Meeting.
3. Manage any web interfaced applications that require collecting or paying club monies
a. Square, Paypal, banking accounts, etc.
4. File required reports to IRS and Florida Department of Revenue and pay taxes when due after Shell Show, Annual Auction or any other taxable income earned.
5. File annual Florida Corporation status to SunBiz record.
6. File annual sales tax for the Florida Resale Certificate.
7. Maintain all financial records in perpetuity.
8. Submit the Club’s financial records for an unofficial audit no more than three months after the end of the fiscal year. Note: The President, Treasurer, and any other person having access to the financial affairs of the Club during the year are excluded from serving as Auditor.
ARTICLE VII
Nominating Committee – The Nominating Committee shall consist of five (5) members, elected by the voting membership. It shall be their responsibility to prepare a slate of officers and a nominating committee for the following year to be voted upon by the membership at the annual business meeting in April. The chairperson of the Nominating Committee shall be elected by its own members. Nominations shall also be accepted from the floor.
ARTICLE VIII
Elections – The officers and nominating committee shall be elected at the regular April meeting of each fiscal year, by a majority vote of the voting members present.
ARTICLE IX
Administration – The business of the Club shall be administered by the Board of Directors, with the exception of: (1) adoption of the annual budget, (2) the election of officers and the nominating committee, and (3) amendments to the By-Laws. Decisions of the Board shall be final, upon a majority vote of the Board members present, however, a majority vote of the membership present and voting at a regular meeting may request a decision to be revised by the Board. All decisions affecting the membership as a whole will be published in the Club newsletter immediately.
ARTICLE X
Standing Committees – The following Standing Committees shall be appointed by the President: Program, Publicity, Shell Show, Field Trips, Librarian, Custodian, Shell Auction, Newsletter Editor, Membership, Educational Director, Refreshments, Annual Picnic, Dinners, and any other committees which he or she may deem necessary and as approved by the Board. Standing Committee Chairpersons appointed by the President shall be appointed and assume their duties no later than the May meeting.
ARTICLE XI
Change in the By-Laws – No part of the By-Laws may be temporarily suspended at any regular meeting. Any suggestions for a change in the By-Laws shall be presented, dated and in writing, to the Club President, who will review the proposed change or changes with the Board of Directors. Thereafter, the changes will be published in the monthly newsletter, and presented for approval at the next regular meeting of the Club. Approval must be gained by a two-thirds vote of the voting members present.
ARTICLE XII
Distribution of Funds – All monies acquired by the Broward Shell Club, Inc. from shell shows or other activities shall be placed in a separate account in the name of the Club in accordance with law. In the event of the dissolution of the Club, the assets of the Broward Shell Club, Inc. will be donated to the Bailey Matthews National Shell Museum, Sanibel Island, Florida. In the event of dissolution, legal notice of this action shall be published in a local newspaper.
ARTICLE XIII
Attendance – Any elected officer or Board member who is absent for more than two consecutive meetings (board or regular) without appointing a substitute to perform his or her duties, or contacting the President is automatically removed. At regular meetings a majority vote of the members present constitutes the passage or rejection of any matter brought before the membership for a vote.
ARTICLE XIV
Procedure – This organization shall be governed by Robert’s Rules of Order, Revised. A Parliamentarian may be appointed by the President to advise the presiding officer on points of Parliamentary Law, and give advice to the Club and the Board at their request. The Parliamentarian shall not vote as a member of the Board of Directors.
In the event a time-sensitive Board decision is required before a regularly scheduled board meeting, the Board may be contacted via email, telephone or virtual meetings for a discussion and vote. A record will be maintained relating to motions made and voting results.
ARTICLE XV
Conflict of Interest Policy
Purpose – The purpose of the conflict-of-interest policy is to protect this tax-exempt organizations’ (Organization) interest when it is contemplating entering 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.
Definitions:
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.
Financial Interest– A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement.
b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
c. 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.
Financial interest is not necessarily a conflict of interest. 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.
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
a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she will leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b. 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.
c. 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.
d. If a more advantageous transaction or arrangement is not reasonable 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 enter the transaction or arrangement.
4. Violation of the Conflicts of Interest Policy
a. 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.
b. In, after hearing the members’ response and after making further investigation as warranted by the circumstances, the governing board or committee determines whether the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
a. The names of the people who disclosed or otherwise were found to have 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 boards of committee’s decision as to whether a conflict of interests in fact existed.
b. The names of the people who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternative to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Compensation
a. 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.
b. 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.
c. 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.
Annual Statements
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such a person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the organization is charitable and to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
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:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
b. 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 impermissible private benefit or an excess benefit transaction.
Use of Outside Experts
When conducting the periodic reviews as provided for above, 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.
Original Articles of Incorporation dated 10 September 1969, recorded 17 September 1969
Amendment 1 dated 08 August 1978, recorded 20 September 1978
Amendment 2 dated 31 October 1978, recorded 8 November 1978
Amendment 3 dated 1 October 2025, recordation no longer required.
Broward Shell Club, Inc.
Founded 1962
Sinistrofulgur sinistrum (Hollister, 1958)
“Lightning Whelk”
—- Club Insignia —-
Broward Shell Club 
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