Notice to Membership of Bylaw Changes March 2016
Under current Corporation
rules, the Board of Directors of the Gem and Mineral Society
of the Palm Beaches, Inc., (the Corporation) will be calling
for a special election to adopt restated bylaws in order to
correct ambiguity in the old text and to restate the language
to comply with certain updates and changes in the law upon
becoming a 501(c)(3) corporation.
A Brief History:
The Corporation applied for
and was granted the IRS designation of a U.S. nonprofit
corporation in November 2011. With this designation came
certain legal rights and responsibilities. During a regular
review of our Articles of Incorporation, which at the time
also included the Bylaws and Standing Rules, the Board noted
several insufficiencies in the language contained therein.
There were also several conflicting and / or confusing
statements contained in the document we believed needed to be
clarified. At that time, the Board began the process of
rewriting the document and splitting it into two parts by
creating stand alone documents for both the Articles of
Incorporation and the Bylaws.
The Board completed its work
on the Articles of Incorporation in the fall of 2014 and the
restated document was adopted by of a vote of the membership
during a special meeting held for that purpose on December 10,
2014 and filed with the Secretary of State in 2015. The
current Articles can be read online at http://search.sunbiz.org.
They are also included in the 2015 Membership roster and will
not be reprinted herein.
Those items not included in
the new Articles were cut and pasted together under the
existing Standing Rules which remained in force and formed the
basis of the new bylaws, the full text of which are reprinted
below. These changes restate in their entirety, those certain
bylaws of the Company as duly adopted at a meeting of the
Board of Directors held November 4, 2015 in Lake Worth,
In order for these changes to
take place, the Corporation rules state in part, they must be
ratified by two-thirds (2/3) of the membership of the
corporation, either present at any regular meeting or by proxy
vote, provided that the Executive Committee has previously
considered and approved the same, provided further that no
vote shall be taken unless written notice shall have been
mailed or delivered to each member of the corporation by use
of the corporation bulletin or otherwise, at least two (2)
weeks prior to the meeting at which the vote is to be taken.
The following three documents
are provided for your review:
1. A copy of the Articles of
Incorporation, (as revised 6/13), before any of the current
2. A copy of the remaining
bylaws and standing rules created on December 10, 2014;
3. A copy of the Board
Approved Final bylaws awaiting ratification by the Members.
Discussion of the changes
will be held at the regular meeting of the Gem and Mineral
Society on March 17, 2016 and a vote will be taken beginning
in April and continuing until a 2/3 majority is reached.