By-Laws of the Dubuque Phlockers

Introduction

The Dubuque Phlockers (sometimes referred to as "the DBQ Phlockers" or "the Club") was sanctioned in July, 2006 by the national not-for-profit organization Parrot Heads in Paradise, Inc. (PHIP).

The Club's purpose is to assist in community and environmental concerns and to provide a variety of social activities for people who enjoy the music and literary works of Jimmy Buffett and the tropical lifestyle he personifies.

The administration of the Club consists of members comprising a Board of Directors (sometimes referred to as "Directors"). General membership of the Dubuque Phlockers is comprised of the Directors (involved in management of the club and assisting with community/charity events) and Social members (involved primarily in social activities and assisting with community/charity events).

Membership

1. Each member of the Dubuque Phlockers is responsible for his or her own actions and behavior. All members are expected to fully comply with all laws, and any member who breaks a law does so at their own risk and is personally liable for the consequences of those actions. The Dubuque Phlockers Club will not be responsible or liable for those actions.
2. Annual Membership Dues for applicants who:
   1. Join between January 1 and June 30 shall be 100% of the current membership fee. Upon receipt, membership will be paid through December 31 of the current year.
   2. Join between July 1 and November 30 shall be 50% of the current membership fee. Upon receipt, membership will be paid through December 31 of the current year.
   3. Join between December 1 and December 31 shall be 100% of the current membership fee. Upon receipt, membership will be paid through December 31 of the following year.
3. No later than December 1 of each year, the Director of Membership shall mail out membership renewal forms to all members. These renewal forms must be returned along with the appropriate membership dues no later than January 15.
4. All club membership dues shall be in the form of personal check or Money Order made payable to The Dubuque Phlockers.
5. A member is considered to be in good standing as long their annual dues have been paid in full by January 15 of each year. Any person, who has not paid their dues by the due date, may be subject to the termination of their membership.
6. Membership dues ensure the continued operation of the club: newsletter production, letters, notices of upcoming events, postage, banners, web site production, and includes annual dues to the National PHIP, as well as allowing donations to the worthwhile charities the Club supports.
7. Being a member in the Dubuque Phlockers Club does not guarantee the member tickets to any Jimmy Buffett show. A member must remain active in the club to be eligible for tickets or any other club promotions.
8. Membership in the club does not give any member permission to use Jimmy Buffett's name, song titles, lyrics, names of businesses, or other trademarked, copyrighted or reserved material owned by Jimmy Buffett; nor can any member use the logos of the Dubuque Phlockers or Parrot Heads in Paradise, Inc.
9. Household memberships are limited to two (2) persons over age 21 and Parakeets (children) are allowed on household memberships only.
10. The Club reserves the right to refuse or terminate any membership.

Board of Directors

General

1. The Directors of the Dubuque Phlockers shall manage all business and executive matters.
2. The Directors shall consist of a President, Vice President(s), Treasurer, Secretary, Social Director(s), Technology Director, and Founder. Each Director shall have one (1) vote on all matters before the Directors. All votes ending in a tie shall be decided by the majority vote of the President, Treasurer and Founder.
3. It is the responsibility of the Directors to attend the business and special meetings and to present, in good faith, the issues and concerns of the members of the Club.
4. Directors shall not receive any monetary compensation for their services except those incurred and approved as outlined in the Funds section below.
5. A majority of the balance of the Directors is necessary to conduct business.
6. Committees are to be determined and created by the Directors.
7. Ladd Nelson is recognized as the Founder of the Dubuque Phlockers.

Terms of Office

1. A Term of Office shall be defined as a two-year period starting October 1 of each calendar year.
2. The Directors of this organization can serve no more than three (3) full terms in a particular office and must vacate the office by the end of the third full term. At such time, the Director can serve in another office and seek re-election to the original office after an 18 month absence from the original office has elapsed.
3. Any club member in good standing can seek office after having been a member in good standing for a period of at least one (1) year. If more than one person runs for a particular office, majority vote by the general membership will determine who wins the office.
4. The President may appoint other positions serving specific responsibilities for the Dubuque Phlockers, with the majority vote approval of the Directors.

Vacancies

1. Should the office of the President become vacant, the Vice President shall automatically exercise all powers, duties, rights, and responsibilities of the President's office until such time as a selection by the Club is approved.
   1. In the circumstance when no one steps forward to be the President, the current or vacating President is authorized to shut down the club.
   2. In the event that the Club dissolves, any remaining funds after final expenses have been accounted for shall be donated to The Make-A-Wish Foundation.
2. Should any other Director's office become vacant, the remaining Directors shall appoint a volunteer Director subject to the standard approval of the general membership.
3. Any Director who resigns from office without completing the term of office will not be eligible to run for a Director position again for one (1) year from the date of resignation.

Removal

1. Any Director may be removed from office for "just cause," including but not limited to: malfeasance, nonfeasance, and misfeasance, gross negligence in responsibilities in office, omissions or actions determined by the Directors to be a detriment to the Club. Removal from office is subject to review by the Directors and approval by the general membership.
2. Any Director missing three (3) consecutive planned meetings (monthly business meetings or special meetings) without reasonable cause is deemed removed from office.
3. Any member of the Club may bring a written motion for removal before the Directors. The Directors shall distribute the motion to the general membership for consideration, subject to review by the Directors and approval by the general membership.
4. This motion will be voted upon within fifteen (15) working days of receipt by the Directors, unless written dispute or request for clarification is received of any general member. Such request shall be filed within seven (7) working days with the Directors, who are required to respond within seven (7) working days. This correspondence shall continue until the matter is resolved and voted upon.

Director's Duties

President

The President shall be the principal executive officer of the organization, in charge of the business and affairs of the organization. The President shall assure that the resolutions and directives of the Directors are carried out, except in those areas where the Directors assign the responsibilities to another person. The President shall:

1. Be the Executive Officer of the corporation and preside at the monthly business meetings, any special meetings and meetings of the Directors.
2. Serve as primary PHIP contact.
3. Be the official liaison with other local clubs, groups, and organization with which the Club wishes to communicate, unless otherwise delegated by the President.
4. Be the official liaison with all beer and liquor manufacturers, their agents and distributors, unless otherwise delegated by the President.
5. Act as the ticket liaison between the designated ticket management agency and Parrot Heads in Paradise, Inc.
6. Formulate and manage effective policies for fair and impartial distribution of Jimmy Buffett concert ticket blocks.
7. Mediate ticket disputes.
8. Formulate the job descriptions for and assign the respective duties of the additional positions, subject to the approval of the majority of the Directors.
9. Be an ex-officio member of all committees.
10. Have the power to call Special Meetings of the organization and Special Meetings of the Board of Directors.
11. Be financially responsible for the club.
12. Maintain physical office of the club (i.e. P.O. Box, telephone), unless otherwise delegated by the President.
13. Overall administration, responsibility for the club / keeper of club records, mailing lists, etc.
14. Volunteer time at local and national events.
15. Submit all PHIP required reports by their due date(s).
16. Timely transfer of all documents related to this position.
17. Cast one vote in all matters before the Directors concerning the Dubuque Phlockers.

Vice President

The Vice President shall:

1. Actively assist the President in administering the business of the organization.
2. In the absence of the President, have the powers and duties of the President.
3. Serve as Secondary PHIP contact.
4. Participate in solicitation of bids, site selection of Phlockings and official gatherings, attend planning sessions when necessary and be knowledgeable in all the aspects of meeting planning for the organization.
5. Perform all other duties incidental to the office or as assigned by the President.
6. Organize monthly business meetings.
7. Work as a follow-up membership recruiter for the Club.
8. Follow up on action items resulting from meetings.
9. Maintain Parrot-phernalia (i.e. merchandise such as tee shirts, koozies and all other club logo items) unless otherwise delegated by the Vice President.
10. Shall conduct all votes made by the membership during general business meetings. If not present, this responsibility is taken by the Secretary.
11. Work as a liaison with Club Sponsors.
12. Provide support and coordination for Club committees.
13. Volunteer time at local and national events.
14. Timely transfer all documents related to this position.
15. Cast one vote in all matters before the Directors concerning the Dubuque Phlockers.

Treasurer

The Treasurer shall:

1. Manage all accounting and financial activities of the organization.
2. Maintain adequate records and files for the organization according to generally accepted accounting practices.
3. Obtain prior approval of the Directors for the administrative costs required for the monthly operation of the organization.
4. Maintain all Club checking accounts.
5. Submit a monthly financial statement to the Directors.
6. File all tax returns and corporation papers on an annual or "as needed" basis in compliance with federal, state and local laws.
7. Oversee an annual audit of the previous year's records as necessary.
8. Timely transfer all documents related to this position.
9. Cast one vote in all matters before the Directors concerning the Dubuque Phlockers.

Secretary

The Secretary shall:

1. Keep an accurate and complete permanent written record of all business conducted by the Directors.
2. Respond or correspond with other groups or individuals as requested by the Directors or the President.
3. Convey any information the club members submit for publication.
4. Timely transfer all documents related to this position.
5. ast one vote in all matters before the Directors concerning the Dubuque Phlockers.

Social Director

The Social Director shall:

1. Coordinate the Dubuque Phlockers Phlockings. Act as key contact.
2. Coordinate all participation at the PHIP annual convention (also known as "Meeting of the Minds" or MOTM).
3. Plan the budgets for all events to at least "break even." The Phlocking budgets must have prior approval of the Directors.
4. Appoint committees and assistants when deemed necessary and report these appointments to the Directors.
5. Coordinate promotions of club events.
6. Arrange for pick-up, delivery and return of rental necessities.
7. Assist the Vice President with running of Parrot-phernalia (i.e. merchandise such as tee shirts, koozies and all other club logo items).
8. Creatively develop and plan theme based events.
9. Develop contacts with area event coordinators and make presentations to the Board of Directors for community involvement.
10. Greet new members/attendees and:
    1. Make them feel welcome.
    2. Be an information resource for any questions a new member may have.
    3. Make sure the new member(s) is(are) are having fun and feel useful in the group.
11. Provide feedback of Club-sanctioned events to the Board of Directors:
    1. Was the event worthwhile?
    2. Was the event fun?
    3. Were any new contacts made at the event?
    4. Will future occurrences of the event be to the Club's advantage?
12. Timely transfer all documents related to this position.
13. Cast one vote in all matters before the Directors of the Dubuque Phlockers.

Technology Director

The Technology Director shall:

1. Be responsible for the documentation of all Club events photographically.
2. Be responsible for the updating of the Club scrapbooks and photo albums and being sure the aforementioned are available at all Club functions.
3. Be responsible collecting pictures electronically or otherwise for posting on the Club's website.
4. Communicate, organize, disseminate, and be the sole source of all public information concerning the Dubuque Phlockers (in conjunction with the President). This will include: the Dubuque Phlockers web site, the official club newsletter, public media releases, club associated web pages and any and all public exposure to the Dubuque Phlockers.
5. Timely transfer all documents related to this position.
6. Cast one vote in all matters before the Directors of the Dubuque Phlockers.

Membership Director

The Membership Director shall:

1. Welcome new members, including a personal welcome, both by phone or email and in person at their first event.
2. Provide timely delivery of club announcements to all members that have no email address.
3. Mail renewal applications to all club members as specified in Section III below.
4. Receive the application information and enter into club computer system.
5. Coordinate assembly and distribution of club ID cards.
6. Contact members whose memberships have lapsed.
7. Maintain a master list of all members and their contact information.
8. Provide manpower to man membership tables with knowledgeable and enthusiastic members at designated events.
9. Timely transfer all documents related to this position.
10. Cast one vote in all matters before the Directors concerning the Dubuque Phlockers.

Additional Appointed Officers

The President may appoint additional officers as deemed necessary. These appointed officers hold non-voting positions.

Contracts, Checks, Deposits, Funds and Gifts

Contracts

The Directors only may authorize any officer(s), agent or agents, and/or committee members, in addition to those mentioned and authorized in these Bylaws, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Club; such authority may be general or restricted to specific instances. All authorizations are to be in writing from the Directors. No club member shall have the authority to represent the Dubuque Phlockers in any capacity, contract, obligation, function or event without the express written authorization of the Directors.

Checks, Drafts, etc.

The Treasurer, the Vice President, and/or the President shall sign all checks, drafts, or other orders for the payment of monies, notes, or other evidence of indebtedness issued in the name of the Dubuque Phlockers.

Deposits

Receipts of the organization shall be deposited at least monthly to the credit of the Dubuque Phlockers in such FDIC bank(s), savings and loans, trust companies, or other depositories as the Directors may select.

Funds

1. A portion of the proceeds generated from the activities of the Dubuque Phlockers will go to charity as determined by the Directors.
2. All special events should be financially self-supporting. If a deficit appears likely, it will be reported to the Directors promptly.
3. The Treasurer and/or President may submit or approve payments of not more than $50 per occurrence without prior approval from other Directors.
4. All other payment and purchases must be approved by a majority vote of the Directors in order to be funded by the Dubuque Phlockers.
5. All expenses must be approved prior to reimbursement. Completed Club Transaction Documents and receipts for all expenses, regardless of dollar amount, must be provided in order to be considered for reimbursement.

Gifts

Only Directors of the Dubuque Phlockers may accept, on behalf of the Dubuque Phlockers any contribution, gift, bequest or device. Gifts accepted by a Director on behalf of the Club remain the property of the Club and as such must be reported to the Directors.

Miscellaneous

Property

Any property belonging to the Dubuque Phlockers shall not be used, transferred, acquired, divested or consumed by any person without written consent of the Directors following a majority vote of approval. The term "property" includes all property real or personal, tangible or intangible, which may be owned, created by or in the possession of the Dubuque Phlockers absent an overriding legally enforceable contract.

Fiscal Year

The fiscal year for the Dubuque Phlockers shall begin on January 1 and end on December 31.

Concert Tickets

One of the perks of belonging to a Parrot Head Club is the potential opportunity to purchase tickets to a local Jimmy Buffett concert; however, membership in a club does not guarantee tickets. Each concert has a certain number of tickets reserved for Parrot Head Clubs in the surrounding area. Those tickets then are distributed to the individual clubs based on the number of members in the club.

The Dubuque Phlockers distributes its tickets to its top point earners of the preceding year (e.g. points earned in 2007 will determine who can purchase club tickets for the 2008 concert). If a member declines to purchase his or her tickets, the tickets will be offered to the next highest points earner. Total points for the preceding year will be posted on the private section of http://www.dbqphlockers.org no later than February 15.

All ticket requests must be made through the Club President and any infractions will result in the forfeiture of all accumulated PHPs and the suspension of concert ticket privileges for the remainder of the year and the following calendar year.

Points will be given only to members who actually participate in an activity. The life of an event encompasses its preparation, conduct, breakdown/cleanup, recordkeeping, etc. If a member volunteers for an event or committee, but does not participate, no points will be awarded. Partial points may be awarded at the committee/event chairman's discretion. To be eligible for concert tickets, members must actively participate in at least one club sanctioned activity.

Even though committee/event chairmen are responsible for reporting points to the Club Secretary, members should submit their own record of points via email to the Club Secretary on a quarterly basis (March 31, June 30, September 30, and December 31).

This policy will be posted on the public section of http://www.dbqphlockers.org. Points awarded per member will be posted on the private section of http://www.dbqphlockers.org at the end of every quarter. Members are encouraged to check those points and report any discrepancies to the Club Secretary. Any unresolved discrepancies will be resolved by the Board of Directors. Club members may not, under any circumstance, pool, transfer, or sell the PHPs they have accumulated to other club members. Any member who cannot use a ticket that they have been granted prior to the concert must return the ticket to the Club so that a proper refund can be processed and the ticket offered to the next highest point earner.

• 1 PHP given to each member of the Board of Directors per month in office
• 1 PHP given to each club member who attends a Phlocking (9 - 15 per year)
• 1 PHP given to each club member who attends a Business Meeting (6 - 12 per year)
• 2 PHP given to each member who actively participates in club-sponsored community service/fund-raising effort
• 1 PHP given for every $100 of charitable contributions to DBQ Phlockers (membership dues do not count)
• 1 PHP given for every member referral (member must join and be in good-standing)
• Extra PHP may be offered for raffle as determined by the Board of Directors

Mailing List

Use of mailing lists identifying club leaders or club members for external solicitation purposes of any kind (including charitable) is strictly prohibited.

Membership Directory

The following statement is to be added to each and every membership directory:

"This directory is for the exclusive use of The Dubuque Phlockers club members. It is not to be utilized for any purpose not directly associated with the Dubuque Phlockers, nor is it to be released to other parties without the express written consent of the Board of Directors of the Dubuque Phlockers."

Club Dissolution

In the event the Dubuque Phlockers ceases to exist, any remaining monies after final club expenses (e.g. tax filing, etc) have been satisfied shall be donated in full to the Iowa chapter of the Make-a-Wish foundation.

Any remaining property (e.g. parrot-phenalia, etc) shall be donated in full to the nearest active chapter of Parrot Heads in Paradise, Inc.

Amendments

The method to alter, amend, or repeal these policies or adopt new policies is for any member to bring the desired amendment to the attention of the Directors. The authority to amend shall be vested in the Directors and ratified by the general membership by majority vote. Majority by the voting members of the Board of Directors is also required to pass any amendments.

Adoption of By-laws

These By-laws were adopted August 30, 2006.