OPTIMIST CLUB BYLAWS
Effective , 2009 Club
Number 09042
ARTICLE I – NAME
Shall be known as the Chilton
Optimist Club, an affiliate of Optimist International.
ARTICLE II – PURPOSES
The purpose of this Club
shall be to develop Optimism as a philosophy of life, utilizing the tenets of
the Optimist Creed; to promote an active interest in good government and civic
affairs; to inspire respect for the law; to promote patriotism and work for
international accord and friendship among all people; to aid and encourage the
development of youth, in the belief that the giving of one’s self in service to
others will advance the well-being of humankind, community life and the world.
ARTICLE III – MEMBERSHIP
The membership of this Club
shall represent a compatible cross-section of the business, social and cultural
life of the community and shall consist of adults of good character and
community standing, generally compatible with the membership of all Optimist
Clubs, who reside or have community interests in the City of Chilton or the
adjacent area and who have been duly elected to membership in the manner
prescribed in these bylaws. All
memberships shall be held by individuals and shall not be transferable.
ARTICLE IV – ADMISSION TO MEMBERSHIP
Members shall be admitted to
the Club in the following manner:
- Proposals for
membership shall be submitted to the President or Secretary in the form and
manner prescribed by the Board of Directors and shall bear the endorsement of
one or more members in good standing.
- The President or
Secretary shall refer all such proposals to the Board of Directors for
investigation and recommendation.
- Upon approval by
the Board of Directors, the President or Secretary shall notify the membership
of the identity of the proposed member and the date the proposal will be voted
upon the Board of Directors. This
notification can be done through the newsletter.
- After all members
have had the opportunity to express objections, if any, the Board of Directors
may approve or reject the proposal for membership without explanation of its
action. A majority vote of those present
shall be necessary to give approval as established by Article VII, Section 3 of
these bylaws.
ARTICLE V – TERMINATION OF MEMBERSHIP
Section 1: Any
member may resign form the Club and such resignation should by in writing to
the Secretary
Section 2: Any member who is two (2) or more quarters in
arrears in the payment of dues or fees to the Club may be suspended from
membership. The Secretary or Treasurer
will provide him written notice. Such
member, upon payment of arrears and submission of applications for
reinstatement within thirty (30) days after said notice may be reinstated at
the discretion of the Board of Directors.
Such member who has not applied for reinstatement within the stated
period, shall be deemed to have forfeited membership in the Club and shall so
be notified by the Secretary or Treasurer.
NOTE: This Section does not apply if the entire dues are offset by fundraisers.
Section 3: Any member charged with conduct unbecoming an
Optimist or with any act prejudicial to the best interests of the Club or
Optimist International, and against whom such charges are sustained after
opportunity to appear before the Board of Directors in his/her own defense, may
be expelled from membership, at the discretion of the Board of Directors. Upon such action by the Board of Directors,
the Secretary shall immediately notify the member, in writing, of said action.
Section 4: In case of the resignation or expulsion of any
member, the Secretary shall immediately notify Optimist International and all
members of the Club of such action.
Section 5: Any member whose membership in the Club has been
terminated for any reason shall forfeit all interest in any funds or property
of the Club and all rights to the use of the Optimist name, emblem or other
insignia.
Section 6: It shall be the prerogative of the Board of
Directors to confirm any termination of membership on behalf of the Club.
ARTICLE VI – OFFICERS
Section 1: The officers of this Club shall
be a President and two (2) Vice Presidents, elected annually; and a Secretary
and a Treasurer, each appointed annually by the President, subject to the
approval of the Board of Directors. All officers
shall hold office for one (1) year or until their successors are duly elected
or appointed as provided in these bylaws.
In the event that any office becomes vacant for any reason, the vacancy
shall be filled by the Board of Directors.
Section 2: The President shall serve as the executive officer
of the Club, preside at all meetings of the membership and the Board of
Directors, be an ex-officio member of all committees, exercise general
supervision over Club affairs and perform such other duties as are ordinarily
incumbent upon a President; and shall represent the Club in all relations with
Optimist International and the District and perform a like function in their
behalf in relation to the Club. The
President shall attend all duly called District meetings or, in the case of
absence for good reason, provide for the Clubs representation by an accredited
representative.
Section 3: The Vice Presidents shall perform such duties as are
ordinarily incumbent upon Vice Presidents and such other duties as may be
assigned to them by the President or Board of Directors.
Section 4: The Secretary shall keep and maintain the minutes of
all meetings of the Board of Directors, business meetings and all records of
membership, attendance and service to the Club, in the form and manner
prescribed by the Board of Directors.
The Secretary shall also prepare and file all reports required by
Optimist International, District administration and generally perform such
duties as are ordinarily incumbent upon a Secretary.
Section 5: The Treasurer shall keep and maintain all records of
fees, dues and monies collected and disbursed.
Submit regular financial statements in the form, manner and frequency
prescribed by the Board of Directors, prepare an annual statement for the annual
meeting of the Club and generally perform such duties as are ordinarily
incumbent upon a Treasurer.
The
Club Board of Directors can amend or expand these duties as needed, as long as
they are within the guidelines of Optimist International and standard Club
bylaws.
ARTICLE VII – DIRECTORS
Section 1: There shall be a Board of
Directors which shall consist of the President, the Immediate Past President,
the two (2) Vice Presidents, the Secretary, the Treasurer and six (6) elected
Directors, each of whom shall have the right to vote. The offices of Secretary and Treasurer may be
combined, in which case the Secretary/Treasurer shall have only one vote. Directors shall serve for a period of two (2)
years or until their successors are duly qualified and elected. In the event of a directorship becoming
vacant for any reason, such vacancy shall be filled by the Board of Directors
and the appointee shall serve for the duration of the term of the individual
being replaced.
Section 2: The Board of Directors shall have control and
management of the Club’s activities, determine all policies, elect, dismiss and
discipline members and generally supervise the affairs of the Club.
Section 3: The Board of Directors shall meet at least once each
month on a regular day to be fixed by it at the beginning of each
administrative year; or at the call of the president. Any three (3) members of the Board of
Directors may call a meeting provided a three-day notice is given to all
members. A majority of the Board of
Directors shall constitute a quorum for the transaction of business and a
majority vote of those present shall be necessary to give effect to any action
of the Board.
Section 4: Any member of the Board of Directors who is
unexcused for three (3) consecutive board meetings will forfeit the office with
approval of the Board of Directors.
Notice of said action shall be sent to all members by the Secretary.
ARTICLE VIII – ELECTION
PROCEDURE
Section 1: Not later than April 1, the
President shall, with the approval of the Board of Directors, announce the appointment
of a Nominating Committee of five (5) members.
The Nominating Committee shall select at least one nominee for each
expiring office and directorship. Such
nominations, in writing, shall be delivered to the Secretary not later than
fifteen (15) days thereafter.
Section 2: Upon receipt of the report of the Nominating
Committee, the Secretary shall, within seven (7) days, notify each member of
the nominations of the Nominating Committee in alphabetical order, by office
and stating the date of the meeting at which the election shall be
conducted. The election shall not be
later that April 30th.
Section 3: During the meeting at which the election is
conducted, the President shall read the notices as issued by the Secretary and
then proceed to conduct the annual election.
Separate balloting shall be conducted for each office. Where there is only one (1) nominee for an
office, the President shall request a unanimous ballot for the nominee. A majority of the votes case shall be
required to elect. In the case of
directors, if the number of nominees exceeds the number of vacancies, the
required number receiving the highest number of votes shall be declared
elected.
Section 4: No President of this Club who has served a full term
as President shall be eligible to serve the succeeding year as President.
Section 5: Nothing in this article shall be construed as
precluding nominations from the floor.
Section 6: Only members in good standing shall be eligible to
hold office or vote.
Section 7: Voting shall be by individuals and no person may
cast more than one vote. Proxies will
not be recognized.
Section 8: All officers and directors shall assume the
responsibilities of their respective offices on October 1 following their
election.
Section 9: The Secretary shall report the results of all
elections and appointments of Club officers to Optimist International and the
District immediately.
ARTICLE IX – MEETINGS
Section 1: Regular meetings of the Club
shall be held weekly at such time and place as may be determined by the Board
of Directors.
Section 2: Special meetings may by called by the President or
by the Secretary upon receipt of a written request signed by a least five (5)
members in good standing. Every member
shall be notified in writing at least three (3) days in advance of the special
meeting and advised what business will be considered. No other business may be conducted at the
meeting.
Section 3: A simple majority of members in good standing shall
constitute a quorum at any regular, special or annual meeting of the Club.
Section 4: The current edition of Robert’s Rules of Order (or
Code Morin for French speaking Clubs) shall govern all deliberations of this
organization and its Board of Directors except as otherwise provided in these
bylaws.
ARTICLE X – REVENUE
Section 1: Each new member of the Club
shall pay a membership fee unless otherwise dictated by Club policy.
Section 2: Annual dues shall be determined by the Board of
Directors, payable in advance except that each fully paid life member shall be
privileged to deduct from payment of dues the amount equal to the dues payable
by the Club to Optimist International for each member. Membership dues may be voluntary as
administrative costs may be offset by fundraisers, grants or business
sponsorships.
Section 3: The Board of Directors may plan or recommend the
raising or accumulations of revenue from sources other than those stated in
this article.
Section 4: All funds, to which the public or members have
contributed for the specific purpose of financing charitable, educational or
civic activities of the Club, shall be used solely for those purposes and
separate records of such funds shall be maintained.
Section 5: The fiscal year of the Club shall be from October 1
of each year until September 30 next following.
Section 6: The Board of Directors shall arrange for, at a
minimum, an annual financial review by an audit committee appointed by the
Board of Directors. This audit committee
shall consist of members not also members of the Board of Directors.
ARTICLE XI – COMMITTEES
Section 1: The Board of Directors shall
determine the number and purpose of all special and standing committees
required to achieve the purpose of this Club.
Section 2: The President shall appoint the chair and members
of all committees and announce such appointments not later than October 1
following his/her election.
ARTICLE XII – MISCELLANEOUS
Section 1: In recognition of the benefits
and services available to this Club and its members through its affiliation
with Optimist International, this Club shall exercise its rights and privileges
of participation in the government and activities of Optimist
International. This Club shall provide
for its proper representation at all meetings and conventions of Optimist
International and the District. It shall
provide for such representation when preparing the annual budget.
Section 2: Any person elected to membership in this Club shall
be deemed to have accepted these bylaws and the Constitution and Bylaws of
Optimist International and shall be bound by them in all respects as if he/she
had been a member at the time of their adoption.
Section 3: The Board of Directors shall provide for the prompt
payment of all dues and other obligations to Optimist International and to the
District and shall require the prompt completion and submission of all reports
required by Optimist International and the District.
Section 4: These bylaws shall be reviewed annually.
ARTICLE XIII – NOT FOR
PROFIT ORGANIZATION
This Club is organized and shall operate as a
not-for-profit organization and shall be incorporated within the
state/provincial/national statutes as such.
The Club is organized and shall operate exclusively for charitable and
educational purposes set forth in Section 501©(3) of the Internal Revenue Code
of 1986, as now in effect on or as may be amended (the “Code”) including, but
not limited to, developing Optimism as a philosophy of life, utilizing the
tenets of the Optimist Creed; to promote an active interest in good government
and civic affairs; to inspire respect for the law; to promote patriotism and
work for international accord and friendship among all people; to aid and
encourage the development of youth, in the belief that the giving of one’s self
in service to others will advance the well-being of humankind, community life
and the world.
ARTICLE XIV – AMENDMENTS
Section 1: Any amendments to these bylaws must be in conformity
with the Constitution and Bylaws of Optimist International, shall be adopted by
a two-thirds (2/3) vote of the members present at any meeting, provide written
notice of the proposed amendments and date of such meeting shall have been
given the members at least two (2) weeks prior thereto.
Section 2: All amendments to these bylaws must be submitted to
Optimist International for approval.
ARTICLE XV – DISSOLUTION
Upon the dissolution
of the Club, the Board of Directors shall, after paying or making provisions
for the payment of all of the liabilities of the Club, dispose of all the
assets of the Club exclusively for the purposes of the Club in such manner, or
to such organization or organizations, including Optimist International,
organized and operated exclusively for charitable, education, religious, or
scientific purposes as shall at the time qualify as an exempt organization or
organizations under Section 501 ©(3) of he Code, as the Board of Directors
shall determine.
Name of Club:
_________________________________________________________________________
_______________________________________Approved
by____________________________________
(President) (for
Optimist International)
_______________________________________Date
Approved___________________________________
(Secretary) (by
Optimist International)
Date Adopted___________________________
Document Revised: November 2009