DECEMBER 1, 1969 IN CIRCUIT COURT OF THE
EIGHTH JUDICIAL CIRCUIT OF THE
STATE OF FLORIDA IN AND FOR
IN THE MATTER OF THE INCORPORATION OF
THE UNIVERSITY OF FLORIDA FACULTY CLUB, INC.
To the Honorable John A. H. Murphree, Judge of the
Eighth Judicial Circuit of the State of Florida:
We the undersigned citizens of the State of Florida, desiring to form
an educational and social society, not for profit, and to become incorpo-
rated as such, in the manner prescribed by the laws of the State of Florida,
do hereby propose and subscribe the following articles of Incorporation.
UNIVERSITY OF FLORIDA FACULTY CLUB
Name and Location
The name of this corporation shall be "The University of Florida Facul-
ty Club, Inc." The location of the principal office of this corporation
shall be in the City of Gainesville, Alachua County, State of Florida.
Objective and Purpose
The objective and purpose of this corporation is to promote the unity
and effectiveness of the administrative and teaching forces of the University
of Florida and to provide for greater cooperation in their academic life, by
establishing the Faculty Club as a center for social contacts and cultural
opportunities and to provide a friendly atmosphere for the constant inter-
change of ideas concerning the problems of university life and work.
In order to accomplish the aforesaid purpose of this corporation, it
shall be authorized and is by these articles authorized to acquire and hold
such real and personal property and improvements thereon as may be necessary
or convenient for the accomplishment of the corporate purpose set out in
these articles, and to improve, develop, use, occupy and enjoy same; and to
sell, convey, exchange, lease, mortgage, rent or otherwise dispose of same
at will. This corporation is further authorized to do any and all other
lawful acts which a natural person or a corporation may do and which are neces-
sary, convenient, expedient or conducive to the proper and successful accom-
plishment of the purpose hereinbefore set out.
Qualification of Members and Manner of their AdmLs.sion
Section 1. The qualification and admission of members shall be as pre-
scribed by the bylaws of the corporation. All Officers of Instruction, Re-
search and Administration of the University of Florida shall be eligible for
membership. In addition such other persons as are approved, in accordance
with the bylaws, may be admitted to membership.
Section 2. In the event of a failure or refusal of a member to obey
the rules and regulations of this corporation the said corporation shall have
the right through its Board of Directors, after notice of said member and
affording him an opportunity to be heard, to pass upon the charges of delin-
quency of said member and.to expel, suspend, or exonerate him as the circum-
stances of the case may justify and warrant.
Section 3. The bylaws may provide for definite classes and kinds of
This corporation shall have succession by its corporate name and shall
Names and Residences of the Subscribers
(Here are to be inserted the names and residences of 10 of the charter
members of the club. The names of the Gainesville members should be listed
in alphabetical order followed by a statement "all of Gainesville, Florida,"
and this list should be followed by a list of members from other communities
with their places of residence.)
The Officers to Manage the Affairs of the Corporation and The
Time of Their Election of Appointment
Section 1. The officers of this corporation shall consist of a Presi-
dent, a Vice President, a Secretary, a Treasurer and the other members of
the Board of Directors.
Section 2. Board of Directors.
The Board of Directors of this corporation shall consist of the Presi-
dent, Vice President, Secretary, Treasurer and one active member of the Club
from each college of the University of Florida and in addition one active
member from the General Extension Division, one active member from the Mili-
tary Department, and the immediate past President unless he is a member in
some other capacity.
Section 3. Executive Committee.
The Executive Committee of the.corporation shall consist of the Presi-
dent, Vice President, Secretary, Treasurer, and three other members of the
Board of Directors.
Section 4. Election of Officers.
The President, Vice President, Secretary, Treasurer, and Board of Direc-
tors, shall be elected annually as shall be provided in the bylaws of this
corporation. The President shall not be eligible for immediate re-election.
One half of the other members of the Board of Directors shall be elected each
year for a two year term, and on organization, one-half of the other members
of the Board shall be elected for a.one year term. The immediate past Presi-
dent shall continue to serve as a member of the Board of Directors though not
an elected Director for a period of one year with the same authority and priv-
ileges as an elected Director.
Members of the Executive Committee other than the President, Vice Presi-
dent, Secretary and Treasurer shall be elected by the Board of Directors
yearly at the first meeting of the said Board after the annual election.
All nominations and elections shall be conducted as provided in the by-
laws of this corporation.
Section 5. Annual Meeting.
The annual meeting of this corporation shall be held between the first
and fifteenth day of May of each year at the call of the Board of Directors.
Officers who are to Manage the Affairs of the Corporation until
the first election or appointment under this Charter
The names of the officers by whom the affairs of the corporation are to
be managed until the first election under this Charter shall be: (names to
be inserted here)
Bylaws and the Alteration Recission or Amendment Thereof
The original bylaws of the corporation shall be those framed for the
corporation prior to its incorporation by the Temporary Board of Directors,
composed of those persons listed in Article VIII of this charter, and approved
prior to the incorporation by a meeting of those persons eligible for active
membership in the corporation, provided that public notice of such meeting
and its purpose shall have been given. The bylaws may be altered or amended
at any meeting of the corporation on recommendation of the Board of Directors
by a vote of a majority of the members present, or without such recommendation
by a vote of two-thirds of the members present. The method proposing, amend-
ment or recission of any bylaws shall be as prescribed in said bylaws.
Limit of Indebtness
The highest amount of indebtedness or liability of which this corpora-
tion can at any time subject itself shall never exceed two-thirds of the
value of its property or $100,000.00 whichever figure is the smaller.
Amount of Real Estate
The corporation shall have the power to hold real estate not to exceed
$250,000.00 in value, subject to the approval of the Circuit Judge of Alachua
County, Florida, and to hold personal property without limit as to amount or
BYLAWS OF THE UNIVERSITY OF FLORIDA
FACULTY CLUB, INC.
Membership and Dues
Sec. 1. Classes of Membership.
Members are classified as active, associate and courtesy.
Sec. 2. Active Membership.
Active memberships shall be open on application to all officers of
instruction, research and administration as listed in the official Univer-
sity records and to any person retired from such list.
Sec. 3. Associate Membership.
Associate memberships shall be open on application to University staff
members (other than officers of instruction, research and administration)
and to students enrolled at the University of Florida.
Sec. 4. Courtesy Membership.
Courtesy memberships may be granted to persons approved by the Board
of Directors which shall follow the following guidelines:
a) those persons who may be the spouse of an active or associate member
b) those persons who from time to time may be associated with the Uni-
versity of Florida in a temporary teaching, administrative or staff position.
c) those persons whose membership in the University of Florida Faculty
Club would help achieve the Objectives and Purposes of the University of Flo-
rida Faculty Club as set forth in Article II of the Charter of the University
of Florida Faculty Club.
The term "courtesy membership" shall not imply gratuitous membership.
Dues may be assessed by the treasurer upon the advice and consent of the
Board of Directors or its delegated committee.
Sec. 5. Voting Rights.
The active members as defined in Sec. 2 of Article I of the Bylaws shall
be the only members allowed to vote at general meetings of the corporation.
Associate and courtesy members may vote in committees which may from time to
time be established by the corporation.
Sec. 6. Initiation and Dues.
Initiation fees and dues shall be assessed as determined by the Board
of Directors of the University of Florida Faculty Club, Inc., at their first
meeting after the annual meeting, and shall be so recorded in the minutes.
Sec. 7. Leaves of Absence.
An active member taking a leave of absence from his University duties
may on written notice to the Secretary relinquish for himself and his family
the privileges of membership for the period of his Tlave and be relieved of
his responsibilities for dues pro rata for that period without prejudice to
his membership rights.
Sec. 8. Resignation.
Resignation of membership shall be made in writing to the Secretary,
but shall not become effective until all indebtedness to the Club has been
Sec. 9. Termination of Membership.
A person's membership in the University of Florida Faculty Club shall
terminate when his relationship with the University of Florida upon which he
was granted membership shall terminate.
Sec. 10. Expulsion.
A member may be suspended or expelled for cause by a vote of two-thirds
of the members of the Executive Committee of the Board of Directors, provided
that at least 15 days notice in writing has been given previously to the mem-
ber of the charges preferred against him, and he has an opportunity to be
heard before the Executive Committee.
Sec. 11. Termination of Membership Through Non-Payment of Dues
Any member who fails to pay his dues when requested by the Treasurer,
provided that notice of such dues shall have been mailed to him, shall be
deemed to have relinquished his membership and the same shall be forfeited
and he shall thereafter be admitted only as a new applicant.
Sec. 12. Readmission.
No member suspended or expelled shall be entitled to reinstatement ex-
cept upon terms prescribed by the Board of Directors.
Duties of Officers
Sec. 1. President.
The duties of the President shall be as follows: (1) to act as chief
executive officer of the Corporation subject to the orders of the Board of
Directors; (2) to preside at all meetings of the Corporation and the Board
of Directors; (3) to see that the orders of the Board of Directors are carried
out promptly or advise said Board its orders are not carried out; (4) to pre-
sent a written report of the conduct of his office at the next annual meeting
following his appointment to office; (5) to hold office until his successor is
appointed and enters upon the discharge of his duties.
Sec. 2. Vice President.
The duties of the vice president shall be to act for the president in
case of the latter's resignation, absence, or disability.
Sec. 3. Secretary.
The duties of the secretary shall be to keep Minutes of all meetings of
the corporation and all meetings of the Board of Directors and the Executive
Committee and to preserve same as a permanent record. The secretary shall
also maintain the roll of all active, associate, and temporary members of
the corporation, and shall perform such other duties as the Board of Direct-
ors may assign.
Sec. 4. Treasurer.
The treasurer shall receive and have custody of the funds of the corpo-
ration; shall disperse them subject to the rules and direction of the Board
of Directors; shall prepare the Corporation's Annual Budget; shall have his
accounts audited at least once a year during the month preceding the annual
meeting, and shall perform such other duties as the Board may assign him.
Sec. 5. Board of Directors.
(1) The Board of Directors shall have general powers to manage the cor-
poration's activities, funds, and property. (2) The Board shall have power
to appoint committees and to designate their duties. The power to designate
the personnel of committees may be delegated to the President. All committees
shall report and be responsible to the Board. (3) The Board of Directors
may prescribe rules and regulations for the administration of the Club's
affairs and the use of its property and premises. These rules shall become
effective as soon as posted upon the official bulletin board of the Club.
(4) The Board of Directors may delegate to the Executive Committee provided
for in the Charter such duties of the Board as it may deem advisable.
Sec. 6. Meetings.
The President shall call meetings of the Board or of the Executive Com-
mittee at such times as he may deem advisable, provided that the Board shall
meet at least once each semester. At any meeting of the Board, eight members
shall constitute a quorum. At any meeting of the Executive Committee, five
members shall constitute quorum.
Sec. 1. Annual Meeting.
The annual meeting shall be held between the 1st and 15th day of May of
each year as the Board of Directors.may provide.
Sec. 2. Special Meetings.
Special meetings may be held on the call of the Board of Directors and
shall be held on the call of the Secretary at the written request of at least
ten active members.
Sec. 3. Quorum.
At any meeting, twenty-five active members shall suffice for a quorum
and the majority of those present and voting for a decision.
Sec. 4. Notice of meetings.
At least five days notice of any meeting shall be given by posting a
call of the meeting on the Club Bulletin Board.
Nomination, Election, and Appointment of Officers, and
Terms of Office
Sec. 1. Nominating Committee.
The Board of Directors not less than two months before the annual meet-
ing shall appoint a nominating committee of three active members which shall
include the outgoing President. The committee shall post on the official
bulletin board, not less than 10 days before the annual meeting, a ticket
consisting of at least two candidates for each of the several offices. Inde-
pendent nominations to be received must be signed by not fewer than ten
active members and must be posted on the bulletin board not less than five
days before the annual meeting.
Sec. 2. Election.
The President, Vice President, Secretary, and Treasurer shall be elected
annually. One-half of the other members of the Board shall be elected each
year for a two year term, and on organization, one-half shall be elected for
a one year term. All elections shall be for terms to commence on the 15th
day of May, except that Officers and Directors elected at the organizational
meeting shall take office immediately and continue in office until May 15,
1952. All elections shall be held at the annual meeting.
Sec. 3. Vacancies in Office.
In case of a vacancy in office the Board of Directors shall appoint a
successor from the College, Department, or Division where the vacancy exists.
The newly appointed member or officer shall act during the remainder of the
unexpired term of his predecessor.
Standing and Special Committees
The Board of Directors shall designate the names and functions of each
standing and special committees as it shall deem necessary or expedient. The
Standing Committees shall include: (1) a House Committee, the functions of
which shall pertain to the club building and use of the facilities therein.
(2) a Building Committee, the functions of which shall pertain to improve-
ments of the building and its facilities. (3) a Finance Committee, the func-
tions of which are to administer the financial affairs of the Club. (4) a
Social Committee, the functions of which are to plan and arrange for all
social affairs sponsored by the Club. (5) a Food Service Committee, the
function of which is to supervise the operation of all food services in the
Club. (6) a Membership Committee, the function of which is to enlist quali-
fied members in the Club. (7) a Library Committee, the function of which is
to maintain and supervise the library facilities of the Club, and (8) an
Auditing Committee, the function of which is to audit the accounts of the
Treasurer at least once a year.
Sec. 2. Reports of Committees.
All reports of committees shall be presented to the Board in written
or typewritten form.
Conduct of Business
Sec. 1. Order of Business.
At all regular meetings, the order of business shall be (1) reading and
correction of the minutes, (2) communications, (3) reports of committees, (4)
unfinished business, (5) elections, (6) new business.
Sec. 2. Authority on points of order.
At all meetings, Roberts Rules of Order as Revised shall be considered
authority on deciding all points of order and parliamentary law, provided said
rules are not inconsistent with the Charter and Bylaws of the Corporation.
The seal of this corporation shall be in the form of a circle and shall
bear among other things, the name of the corporation and the date of its in-
corporation, and dates amending the bylaws.
Amendment of Bylaws
These bylaws may be amended in accordance with the provisions set out
in Article IX of the Charter of this corporation. All proposed amendments
must be referred to the Board of Directors and posted on the official bulle-
tin board at least five days before the meeting acting on said amendment.
In keeping with the provisions set forth. n Article IX of the Charter
of the University of Florida Faculty Club, Inc., the Board of Directors
recommended and the Club members present at the annual meeting held on May
15, 1967, unanimously approved of the following change in Article I, Section
2 of the Bylaws: "The annual dues of active members shall not exceed $25.00
per fiscal year."
This change was recorded in the official minutes of the annual Board
meeting held on May 15, 1967, at the Newberry Road Club House.
C. F. Eno, President
UF Faculty Club, Inc.
Amendment to the Bylaws
of the University of Florida Faculty Club, Inc.
Section 3. Associate Membership.
Associate membership shall be open upon application and approval of a
Board of Directors to University staff members, other than Officers of Instruc-
tion, Administration and Research, and to students enrolled at the University
of Florida, and to retired members of other College Faculties. Dues for
associate members shall not exceed $25.00 per year. Associate members may
not hold office or vote, except in committee.
J. R. Anderson, President
UF Faculty Club, Inc.
November 18, 1968