BYLAWS
OF
THAT PINEAPPLE CLUB
The name of the association is That Pineapple Club. The association has not been formed for the making of any profit, or personal financial gain. The assets and income of the association shall not be distributable to, or benefit the trustees, directors, or officers or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the association, or to make investments which will lead to increased operational revenue for the association. This association shall not carry on any other activities not permitted to be carried on by an association exempt from federal income tax. The association shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office. The purpose of the association is the following:
To provide a club for male/female couples and single females interested in aspects of the lifestyle community to meet, socialize, and help create an easily accessible source of information pertaining to the entire lifestyle community.
ARTICLE I
MEETINGS
Section 1. Annual Meeting. An annual meeting shall be held once each calendar year for the purpose of confirming officers and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Trustee from time to time.
Section 2. Regular Meetings. The association shall hold a minimum of four monthly meetings. The dates and times of each meeting will be displayed on the association’s website prior to each meeting. The Trustee may provide, by resolution, for additional regular meetings without notice other than the notice provided by the resolution.
Section 3. Special Meetings. Special meetings maybe be requested by the President or the Trustee. A special meeting of members is not required to be held at a geographic location if the meeting is held by means of the internet or other electronic communications technology in a manner pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the members, pose questions, and make comments. Minutes of the special meeting shall be sent to the LOOP Members within two weeks after the meeting.
Section 4. Notice. Notice of all meetings shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be delivered electronically or telephoned to all LOOP Members of record at the address shown on the corporate books, at least 5 days prior to the meeting.
Section 5. Place of Meeting. Meetings shall be held at the association’s principal office unless otherwise stated in the notice. Unless the articles of incorporation or bylaws provide otherwise, the Trustee may permit any or all LOOP Members to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during this meeting. A LOOP member participating in a meeting by this means shall be deemed to be present in person at the meeting.
Section 6. Quorum. A majority of the LOOP Members shall constitute a quorum at a meeting. In the absence of a quorum, a majority of the LOOP Members may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The LOOP Members present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some directors results in representation of less than a quorum.
Section 7. Procedures. The vote of a majority of the LOOP Members present at a properly called meeting at which a quorum is present shall be the act of the LOOP Members, unless the vote of a greater number is required by law or by these by-laws for a particular resolution. A LOOP Member of the association who is present at a meeting of the LOOP Members at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Trustee shall keep written minutes of its proceedings in its permanent records.
Section 8. Informal Action. Any action required to be taken at a special meeting of LOOP Members, or any action which may be taken at a special meeting of LOOP Members or of a committee of LOOP Members, may be taken without a meeting if a consent in writing setting forth the action so taken, is signed by all of the LOOP Members or all of the members of the committee of LOOP Members, as the case may be.
Section 9. Removal. A LOOP Member shall be subject to removal, with or without cause, at a meeting called for that purpose.
Section 10. Committees. To the extent permitted by law, the LOOP Members may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers and authorities of such committees.
ARTICLE II
TRUSTEE
Section 1. Trustee. The Trustee shall manage the day to day operations of the association, with responsibilities including but not limited to appointing new officers or committee chairpersons and for transacting such other business as may be deemed appropriate.
Section 2. Term of Office. The Founder of the association shall act as the Trustee and serve a lifetime term.
Section 3. Adverse Interest. In the determination of a quorum of the LOOP Members, or in voting, the disclosed adverse interest of the Trustee shall not disqualify the Trustee or invalidate his or her vote.
ARTICLE III
OFFICERS
Section 1. Number of Officers. The officers of the association shall be a President, a Secretary, and a Treasurer. Two or more offices may be held by one person. The President may not serve concurrently as a Vice President, if such a position exists.
President. The President shall be the chief executive officer and shall preside at all meetings of the LOOP Members and its Executive Committee, if such a committee is created by the Trustee.
Secretary. The Secretary shall give notice of all meetings of the LOOP Members and Executive Committee, shall keep an accurate list of the LOOP Members, and shall have the authority to certify any records, or copies of records, as the official records of the association. The Secretary shall maintain the minutes of the LOOP Members’ meetings and all committee meetings.
Treasurer. The Treasurer shall be responsible for conducting the financial affairs of the association as directed and authorized by the Trustee, if any, and shall make reports of corporate finances as required, but no less often than at each annual meeting.
Section 2. Term of Office. The officers shall be appointed annually by the Trustee at the first meeting of the LOOP Members, immediately following the annual meeting. Each officer shall serve a one year term or until a successor has been appointed.
Section 3. Removal or Vacancy. The Trustee shall have the power to remove an officer or agent of the association. Any vacancy that occurs for any reason may be filled by the Trustee.
ARTICLE IV
CORPORATE SEAL, EXECUTION OF INSTRUMENTS
The association shall not have a corporate seal. All instruments that are executed on behalf of the association which are acknowledged and which affect an interest in real estate shall be executed by the President or any Vice-President and the Secretary or Treasurer. All other instruments executed by the association, including a release of mortgage or lien, may be executed by the President or any Vice-President. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Trustee.
ARTICLE V
AMENDMENT TO BYLAWS
The bylaws may be amended, altered, or repealed by the Trustee by a two-thirds majority of a quorum vote at any regular or special meeting. The text of the proposed change shall be distributed to all LOOP Members at least five (5) days before the meeting.
ARTICLE VI
INDEMNIFICATION
Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this association shall be indemnified and held harmless by the association to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the association to provide broader indemnification rights).
ARTICLE VII
DISSOLUTION
The association may be dissolved only with authorization of its Trustee given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (2/3) vote of the LOOP members.
Certification
Renae Franklin, President of That Pineapple Club, and Wayne Franklin, Secretary of That Pineapple Club, certify that the foregoing is a true and correct copy of the bylaws of the above-named association, duly adopted by the initial Trustee on April 20, 2024.