Article I: Name

This organization will be called Parrot Head Club of Eastern Massachusetts, hereafter referred to as PHCOEM.

Article II: Statement of Purpose

A. PHCOEM exists be a congregation of individuals living out the philosophies of Parrot Heads; celebrating our passion for fun and life and contributing to the community through our efforts on behalf of charitable organizations.

B. PHCOEM is a chartered club in good standing with the international parent organization of Parrot Heads in Paradise, Inc., hereafter referred to as PHiP.

Article III: Membership

A. Membership in PHCOEM shall be open to anyone meeting the requirements specified in Article III, section B.

B. Membership requirements shall be as follows:

1. A member should have an interest in community service and environmental concerns.

2. A member should have an interest in the music of Jimmy Buffett.

3. A member must pay dues annually based on the month in which they joined.

C. Payment of dues

1. A member's annual payment of dues will start on the date he/she joins PHCOEM and must be made annually in the anniversary month in which he/she joined.

2. By a majority vote, the Board of Directors (BOD) can waive, reduce, or extend the deadline for payment of dues for any member due to financial hardship. Requests for such provisions must be submitted in writing to the BOD.

3. Any member who has not paid dues by the end of his/her anniversary month will be considered to have terminated his/her membership. Payment of dues will reinstate his/her membership.

4. Changes in annual dues will be determined by a majority vote of the BOD.

D. Recall of Membership

1. The BOD reserves the right to recall any membership by a majority vote of the BOD.

2. Reasons for recall can be, but are not limited to: misfeasance, malfeasance, nonfeasance, possession of an illegal controlled substance at an event endorsed by the organization, or direct endangerment to self or others.

3. A recalled member may make an appeal to the BOD by submitting a petition signed by 25% of the current membership in good standing. Upon receipt of such a petition, the BOD shall re-evaluate the recall. A majority vote of the BOD will determine if the recall stands or if the member will be reinstated.

Article IV: Officers and Administration

A. All elected members of the BOD shall be current members in good standing with membership dues fully paid.

B. The Board of directors will consist of seven positions. These Positions will be elected via the process mandated within these by-laws. The Board of Directors positions will be President, Vice-President, Secretary, Treasurer, Community Affairs, Membership Director, and Social Director. These positions will be open for election in alternating years as described below. All terms will begin on September 1st and end on August 31st of the following odd or even year as it applies to each position. (See Article V for description of positions):

President - Elected in even numbered years
Secretary - Elected in even numbered years
Community Affairs - Elected in even numbered years
Vice-President - Elected in odd numbered years
Treasurer - Elected in odd numbered years
Membership - Elected in odd numbered years
Social - Elected in odd numbered years.

C. Period of Service: Each officer's term will consist of two (2) years running from September 1 to August 31 of the second (2nd) year. Each officer will be selected by a vote of the membership as described in Article VII, Elections.

D. The position of Legal Counsel shall be a Board appointed position.

E. The BOD shall meet monthly and may convene additional meetings at its discretion.

F. The quorum at any BOD meeting shall consist of 4 of the 7 members of the BOD.

G. All members of the BOD will be entitled to one (1) vote on all matters of the administration unless otherwise specified in the by-laws. A majority vote is required to adopt any motion introduced at any BOD meeting. If all members are not present at a BOD meeting and there is a quorum, only the members present and those who have sent a written proxy will be able to vote in any matter.

H. Replacement of Members of the BOD.

1. If a member of the BOD, with the exception of President, relinquishes his/her position and/or cannot fulfill his/her term of office, any club member can nominate a candidate to fill the position until the next general election. The candidate shall be approved by a majority vote of the BOD. The vacated position will be put to vote at the next scheduled general election for that position. In the case of President, the Vice President shall assume the position of President, and the vacancy of the Vice Presidency shall be filled as described above. Should the Vice President be unable or unwilling to assume the duties of President, the following order of succession shall be used: Treasurer, Secretary, Membership, Community Affairs, Social Director.

a) Any Board member may be removed from office for just cause including, but not limited to malfeasance, nonfeasance, misfeasance, gross negligence in office, or actions determined to be a detriment to this organization as a whole. A motion for removal will be brought before the entire Board of Directors via the Legal Counsel, who shall disperse such motion to the rest of the Board of Directors for consideration. The Legal Counsel to the Parrot Head Club of Eastern Massachusetts will convene an emergency meeting of the Board of Directors within 30 days of notification. The entire Board of Directors will attend this meeting, unless written dispute or any Board Member requests clarification. Such request shall be filed within seven (7) working days with the Legal Counsel, who then is required to respond in the same time frame. This correspondence shall continue until the matter is resolved and voted upon. A two-thirds majority of the balance of the Executive Committee is necessary for action.

Article V: Officers and Duties

President

1. Shall be the Chief Executive Officer and work as a liaison between PHiP and other Parrot Head Clubs and relay these communications to the BOD.

2. Shall preside over the Annual club meeting, and any special general meetings which are called.

3. Shall represent PHCOEM positively within local communities.

4. Shall be responsible for all external communication between organizations and media outlets (i.e. Press Releases, Radio Contacts, etc).

5. Upon leaving office, former Presidents shall be included in all email correspondence involving the BOD, should they so desire, and will hold an advisory (non-voting) position on the BOD for two years after the next President assumes the position. This advisory position may be temporarily suspended at the discretion of either the outgoing President, the incoming President, or the BOD.

Vice President

1. Shall assist the President in administering the business of the organization, shall preside in the absence of the President and shall succeed the current term if the President is unable to serve out the term.

2. Shall be responsible for the administration of all raffles conducted during PHCOEM events, including, but not limited to, prize distribution and ticket sales.

3. Shall back up and assist all other BOD members in fulfilling their duties, as necessary.

Secretary

1. Shall keep minutes of all meetings of the BOD.

2. Shall furnish copies of the minutes to all members of the BOD, appointed officers and others as designated by the BOD. Minutes shall be available to all club members in good standing upon request.

3. Shall correspond with other groups as requested by the BOD.

4. Shall be responsible for coordinating with the BOD for the creation and publication of the newsletter. The newsletter will be published bi-monthly, according to the current financial situation.

5. Shall maintain a master schedule of social and community events.

6. Shall maintain the club bylaws.

Treasurer

1. Shall assume the responsibility for all financial matters of the organization and keep regular books of account which shall be open at all times to any member of the organization.

2. Shall attend BOD meetings and have the books of the organization ready for examination by any member of the BOD upon request.

3. Shall have the authority to reimburse members for documented club expenses of less than fifty (50) dollars.

4. Shall prepare regular financial reports for the BOD.

5. Shall prepare yearly financial reports for presentation at the annual meeting and in the Newsletter.

6. Shall present the books annually for inspection by a member of the BOD appointed by the BOD.

7. Shall present the books annually for inspection by an outside accountant appointed by the BOD.

8. Upon leaving office, shall pass on all funds, books, and records, for the present and prior years, in good condition to the succeeding Treasurer.

Community Affairs

1. Shall be responsible for establishing relations with volunteer organizations.

2. Shall create and coordinate community service events and make them known to the membership.

3. Shall be responsible for providing (or appointing someone to provide) a sign in sheet for members to sign at all charity events.

4. Shall maintain a schedule of community events to be submitted to the Secretary.

5. Acts as a mentor, forms and oversees the community committee, and actively seeks to involve club members in organizing and running events.

6. Shall be responsible for maintaining such detailed records of community events ad information pertaining thereof as required by PhiP for charter renewal.

Social Director

1. Shall be responsible for creating, organizing, and coordinating social activities for the membership.

2. Shall be responsible for providing (or appointing someone to provide) a sign in sheet for members to sign at all social events.

3. Shall maintain a schedule of social events to be submitted to the Secretary.

4. Shall coordinate travel when needed for events that a large segment of membership is attending.

5. Acts as a mentor, forms and oversees the social committee, and actively seeks to involve club members in organizing and running events

Membership Liaison

1. Shall act as a liaison between the general membership and BOD.

2. Shall bring concerns of the membership to the BOD in a timely manner.

3. Shall be responsible for administration of club tickets, should any be available, as described in Article XI, below.

4. Shall maintain a log of all club community service and social events and member participation in those events to be used to determine "qualified members" in the event club concert tickets are made available.

5. Shall have the primary responsibility for recruitment of new members and maintaining up-to-date information on the entire membership. This includes, but is not limited to, regularly maintaining and distributing a membership directory and a membership email distribution list.

6. Shall accept requests by the BOD to serve as its special agent in specific matters.

7. Acts as a mentor, forms and oversees the membership committee, and actively seeks to involve club members in organizing and running events.

8. Shall be responsible for maintaining and administering the club web page.

Common Duties for all BOD members:

1. All BOD members shall provide a monthly update and/or report of activities for BOD meetings and for publication in Newsletter, if applicable.

2. Upon leaving office all BOD members shall pass on all contacts, materials, notes, and records, for the present and prior years, in good condition to the succeeding BOD member.

3. Prior to leaving office all BOD members shall spend a period of three (3) months acclimating the incoming officer to the responsibilities and procedures of his/her position.

4. Upon leaving office, if mutually agreed upon by the BOD and the outgoing BOD member, the outgoing member shall assume an advisory position to the new BOD member, as necessary, for a period up to two years.

Article VI. Appointed Officers

A. The BOD may select any necessary committee chairperson from the membership, by majority vote, to serve in committee positions that the BOD has created.

1. All appointed chairpersons shall be members in good standing.

2. All appointed chairpersons are required to give regular status reports to the BOD.

B. The BOD shall be responsible for making the membership aware of any chairperson needs via the newsletter.

C. No appointed chairperson will have a vote in any BOD decision.

D. The BOD will define the tasks of the appointed chairperson and his/her committee.

E. The BOD will determine the committee chairperson's term of office.

F. The appointed chairperson may be removed by a 2/3 vote of the BOD.

G. The appointed chairperson will submit a list of potential committee members to the BOD for approval. The BOD will approve all committee appointments by a simple majority vote.

H. Committee members serve at the discretion of the committee chairperson appointed by the BOD.

I. The appointed chairpersons may include, but are not limited to the following: Special Events Chairpersons. In addition, the following BOD members will chair these committees: Secretary, Newsletter Committee; Membership, Ticket Committee; Social, Social Committee; Community Affairs, Community Affairs Committee.

J. Other appointed chairpersons may be established and appointed as the need arises.

Article VII: Elections

A. Nominations

1. All nominees must be a Parrot Head Club of Eastern Massachusetts Inc. member in good standing for one year from the nomination deadline of April 1st and active with a minimum of six Parrot Points.

2. Nominees must return to the Bored Elections Officer a completed and Signed nomination form and a single page resume (including biography) no later than April 1st via the United States Postal Service. Nomination forms postmarked after April 1st shall be considered invalid.

3. All forms must be signed by the nominee. Official Nomination forms, those printed in the Manana Times, may be reproduced in its entirety for the purpose of additional nominees, but may not be altered. Altered Nomination forms are invalid and shall not be accepted. Failure to comply with any of these requirements will result in an Invalid submission and the nominee will not become a candidate.

4. Any elected or appointed member of the BOD who resigns from office, election or appointment to run for another BOD position is considered a resignation, and shall not be eligible for a BOD position for a term of two years from the date of the expiration of the original term, should that person not be elected.

5. In the event of a vacancy, with the exception of the position of President, due to resignation, removal or lack of candidates the current bored of directors will select an interim director to serve until such time as the full remainder of the term has expired. Special elections are not provided for in these by-laws.

6. In the event of a vacancy in the position of President due to resignation, removal or lack of candidates the Vice-President shall fulfill the entire remainder of the President's term. The Vice-President's vacancy will then be filled in accordance with these by-laws governing Bored vacancies.

7. Vacancies may only be filled by those members eligible to become candidates under these by-laws.

8. There will be no write in candidates.

B. Elections Officer

1. The Parrot Head Club of Eastern Massachusetts Inc. Legal Counsel shall also act as the Board Elections Officer.

2. The Board Elections Officer will publish nomination forms in the March Issue of the Manana Times.

3. The Board Elections Officer shall receive all correspondence regarding elections during the election process.

4. The Board Elections Officer will present the slate of candidates and their one page resume/biography as an insert to the May Manana Times issue.

5. The Board Elections Officer will mail a ballot on or before May 5th, listing all candidates, to each eligible voter. Mailing labels will be obtained from the Database manager as well as a separate list of eligible voters.

6. Ballots postmarked July 1st or earlier will be counted by the Board Elections Officer.

7. The results of the election will be communicated to the Parrot Head Club of Eastern Massachusetts Inc. members no later than August 15th of each year.

8. In the event of a tie the position will be awarded to the candidate who had the most Parrot Points one full year prior to the nomination deadline of March 1.

C. Voting Requirements

1. All the Parrot Head Club of Eastern Massachusetts Inc. members sixteen years of age, on or before May 5th of the election year, or older enrolled in a single membership shall have one vote. Single membership is defined as one member sixteen or over.

2. All ballots must be postmarked no later than July 1st to be valid.

D. All candidates elected will be invited to begin attending BOD meetings 3 months prior to the begging of their term of office so that the outgoing BOD member can acclimate them to their role.

Article VIII: Meetings

General Membership Meeting

1. An annual general membership meeting will be held during the Holiday Party at a time and place to be determined by the BOD and communicated to the general membership through the newsletter a minimum of 30 days prior to the meeting.

2. See Article IX, for quorum and voting rules.

BOD Meetings

1. Minutes of BOD meetings shall be available to all members in good standing upon request.

2. The BOD will meet monthly. If there is insufficient business to warrant a meeting, the President may elect not to hold a meeting, provided such a motion is approved by a simple majority vote of the BOD. Additional business may be conducted outside of the monthly BOD meetings, through any means of communication accessible to all BOD members.

3. See Article IV, Sections E and F for quorum and voting rules.

Proxies

1. Any member of the BOD who cannot attend a scheduled BOD meeting may provide for a written proxy to vote on his/her behalf. No member of the BOD will be allowed to vote in absentia through proxy unless the proxy is in writing (i.e. letter, fax, or email) and is carried to the meeting by the person selected as proxy.

2. Proxies are not allowed for votes by the General Membership at the annual general membership meeting.

Article IX: Voting

A. Voting can be held at any time, for any reason, by a majority vote of the BOD.

B. All PHCOEM members can present motions to be voted on by the general membership at a general membership meeting or before the BOD at any BOD meeting, provided sufficient notice is provided to place the motion on the agenda of the meeting.

C. The BOD as a whole or in part will not endorse any candidate for any office in any arena except as specified in Article IV.

D. A quorum necessary to do business at any general membership meeting shall be 30% of the membership, with dues fully paid, that are present. The act or vote of a majority of the members present at a meeting at which a quorum is present shall be the act or vote of the Club. Should a quorum not be present, the BOD may take action on any business by a majority vote of the BOD.

E. Any election or voting, for any reason not otherwise covered in these by-laws which requires a membership vote, will be advertised at least thirty (30) days in advance. All votes will be based on majority vote of the present membership and those members voting by mail-in proxy.

F. In the event of a tie vote at any meeting, the vote shall first be recounted. If a tie still results, the topic shall be re-discussed and re-voted on until there is a majority decision.

Article X: Community Service Events

A. The PHCOEM definition of a community service event that carries a community service point or points for concert ticket eligibility shall be as follows:

1. The primary purpose of the event is not of a social nature and alcohol is not involved.

2. The event is open to all members.

3. The event has minimal cost to participate.

B. The membership shall be notified of all events that carry points.

C. In the event that a community service event is cancelled by any reason beyond the direct control of PHCOEM, Community Service points may be awarded by a majority vote of the BOD.

D. Members will only receive a community service point or points when they participate in a club-sponsored event at the specified date and time of the club event. Points cannot be earned through volunteer efforts outside of specified club community service events.

Article XI: Ticket Distribution Policy

A. Parrot Point System: In the event that club concert tickets are made available they will be distributed in the following manner:

1. The Parrot Point System will remain:

1 point for attending a social event, helping with an MT or MTL
2 points for attending a community service event
3 points for organizing a social event
4 points for organizing a community service event

Bored members will continue to receive 2 points per month.

These points will be communicated by the appropriate Bored members for entry into the database. The points are awarded per paid adult member and recorded as such.

2. The ticket administrators will determine the amount of "assistants" required. The Bored will choose the Ticket Administrators "assistants" from the general membership. The role of the assistants will be determined by the Ticket Administrators

3. Prior to ticket distribution postcards will be issued listing the points earned by each club member. The card will also include the Ticket Administrators phone numbers for ticket questions and Bored member's phone numbers for non-ticket related questions. The object of this is to use the ticket process as an opportunity to receive feedback from the membership.

4. The two ticket administrators will be responsible for the making of the allocation phone calls, writing informational articles for the MT, collecting money and gathering member feedback from those calls.

During allocation phone calls Bored members (some or all) will be at home to field unrelated questions. Any non-ticket questions will be referred to the awaiting Bored members to provide for immediate follow-up.

The ticket administrators will update the Bored frequently, or when changes are made to the final distribution list, i.e. refusals and returns (and increasingly as the concerts approach) regarding the status of tickets and their distribution.

Payment for tickets shall include a self addressed stamped envelope.

The ticket Administrators will be responsible to submit contingency plans to the Bored to deal with late arriving tickets.

The ticket administrators will determine the distribution method (mail, at a function, or pick-up).

Ticket Administrators will be polite and courteous to the members.

When there are clusters of members with the same amount of points and insufficient tickets to cover them all the Bored will make the determination of who gets the tickets.

The number of pairs of tickets set aside for charity and corporate sponsors will be decided by the Bored.

The Founders (Jim, Nick, Phil, and Al) will be eligible for two tickets regardless of activity level

Every effort will be made to keep families together by seating and day of ticket assignment, but point level will be a major factor. A person with more points will not be denied their choice of concert day.

Unused tickets will be returned to the club. There will however be a reasonable accommodation for extenuating circumstances.

Points will be tallied for approximately 12 months prior to the ticket distribution date.

The BOD for PHCOEM will be the interpreter of all PHIP rules.

5. Ticket account is to be set up and maintained by Club treasurer

6. The Bored will approve all expenses and documentation will be provided to them.

G. Allocation of Tickets

1. Tickets allocated based on the Parrot Point system.

2. The Bored will meet (this is one meeting we should endeavor to include all of the Bored members in). At this meeting the Bored will do several things.

a) Tickets will be distributed PER PAID ADULT MEMBER. Tickets will be distributed 2 per member. Bored members will be treated the same as other members (2 tickets Per Paid Adult).

b) The Bored however will return to the practice of setting a cut off point. After this cut off point tickets will be distributed to those who do not have enough points to qualify on their own, but do so in a couple or family membership. This is a type of 2 tier system where the most active are rewarded, but we still distribute tickets to a more diverse group.

3. All memberships are defined as single memberships. However, an appropriate discount on membership fees will be given for two members in the same household. Children under sixteen may be added to any membership, but they will not be entitled to vote or receive tickets.

Article XII: Assets and Liabilities

A. Reimbursement of expenses to any member who has incurred an expense on behalf of the organization must be accompanied by a written request for reimbursement to the BOD. Proper receipts and documentation must be submitted for consideration.

B. Submission of officers' receipts for reimbursement will be approved in the same manner except the officer will excuse himself/herself during the discussion of the reimbursement and will not vote on the same.

C. Expenses of more than fifty (50) dollars shall be discussed in advance of payment to receive authorization via a majority vote of the BOD. Otherwise, reimbursement may not be assured.

D. Any property belonging to the organization shall not be used or consumed by any person without the written consent of the BOD and an approval by a majority vote of the same. The term "property" includes all property, real or personal, tangible or intangible, which may be owned, created by, or in the possession of the organization absent in an overriding legally enforceable contract.

E. The fiscal year for PHCOEM shall begin on June 1 and end on May 31.

F. The Treasurer and Assistant Treasurer are the authorized signatories of the organization's bank account.

G. All special events shall be budgeted to at least "break even" financially. If a deficit appears likely, it will be reported to the BOD promptly.

H. Any prize or incentive that is derived from the Club shall return to the Club.

I. Upon dissolution PHCOEM, the remaining assets will be distributed to a charitable organization, leaving the choice to the BOD.

Article XIII: Amendment to By Laws

A. These by-laws may be amended by a majority vote of at least 30% of the eligible members. Balloting rules of a regular election shall apply.

B. Amendments to these by-laws may be proposed, for general membership vote, by a petition signed by 5% of members in good standing and presented to the BOD.

C. The BOD shall present, for general membership vote, any amendments to the by-laws that have been approved by a 2/3 vote or proposed by a petition signed by at least 5% of members in good standing.

D. Voting is to be conducted by secret ballot either at a meeting of the membership at which quorum rules shall apply or via U.S. Postal service delivery. Ballots may not be altered or duplicated. Eligible member are defined in Article VII, section C.

E. Amendments shall be considered passed if (1) approved by 2/3 majority at a meeting with a quorum present OR (2) approved by 2/3 majority of ballots returned, with at least 51% of all ballots being returned.

Article XIV: Adoption of by-laws

A. Adoption of revisions of these by-laws which are approved by a majority vote of the BOD shall be ratified by a vote of the general membership. Quorum rules will apply.

B. These bylaws will go into effect when they are approved by a majority vote of BOD. Quorum rules will apply.

Article XV: Hall of Phame

A. Induction into the Hall of Phame shall take place at the Holiday Party.

B. Inductees must be a member in good standing of PHCOEM for a minimum of 2 consecutive years.

C. Induction shall be based on the following criteria: "In recognition of your extraordinary commitment to the mission statement of the Parrot Head Club of Eastern Massachusetts you are hereby inducted into the PHCOEM Hall of Phame"

D. Nomination forms must be postmarked on or before December 1st prior to the Holiday Party or sent via email received on or before December 1st.

E. Any member of PHCOEM in good standing may nominate eligible nominees. Nominees may not nominate themselves.

F. Inductees are limited to not more than five per year.

G. Nomination form may be copied, but not altered. No substitutions accepted.

H. Nomination forms shall be distributed via the club newsletter or email no later than November 1st.

I. At such time as there are three members of the Hall of Phame voting for future members will be conducted the members of the Hall of Phame. Nominations will be submitted to the Board of Directors for verification of the nominees eligibility. Eligible nominees will then be forwarded to the entire Hall of Phame Membership for voting. A member of the Hall of Phame will be chosen by the BOD to conduct the balloting. Voting must take place via ballot delivered by mail or e-mail (no member shall be disqualified from voting because of a lack of e-mail). All votes must be returned to the election officer prior to January 5th. The results and all ballots shall be presented to the President for formal induction into the Hall of Phame to take place at the annual PHCOEM Holiday Party.