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CLUB NUMBER
_2_ _4_ _5_ _0_ _8_ |
OPTIMIST CLUB BYLAWS
Effective August 1, 2006
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ARTICLE I –
NAME
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This shall be known as _THE
OPTIMIST CLUB OF THE MONROE-AREA_ an
affiliate of Optimist International.
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ARTICLE II –
PURPOSES
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The purposes 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.
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ARTICLE III –
MEMBERSHIP
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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/area of __MONROE,
OHIO__ 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.
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ARTICLE IV –
ADMISSION TO MEMBERSHIP
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Members shall be admitted to the
Club in the following manner:
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| a.
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Proposals for membership
shall be submitted to the 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.
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| b. |
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The Secretary shall
immediately refer all such proposals to
the Membership Committee for
investigation and recommendation.
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| c. |
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Upon approval by the
Membership Committee, the Secretary shall
notify the membership of the identity of
the proposed member and the date the
proposal will be voted upon by the Board
of Directors.
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| d. |
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After all
members have had opportunity to express
objections, if any, the Board of
Directors shall 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.
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ARTICLE V –
TERMINATION OF MEMBERSHIP
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| Section
1: |
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Any member may resign
from the Club provided that all dues and
fees have been paid. Such resignation
shall be in writing to the Secretary.
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| Section
2: |
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Any member who
is two (2) or more months in arrears in
the payment of dues or fees to the Club
may be suspended from membership. He or
she will be provided written notice by
the Secretary/Treasurer. 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/Treasurer. NOTE: This Section
does not apply if the entire dues are
offset by fundraisers.
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| Section
3: |
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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 or 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.
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| Section
4: |
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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.
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| Section 5: |
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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.
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| Section 6: |
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It shall be the prerogative of the
Board of Directors to confirm any
termination of membership on behalf of
the Club.
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ARTICLE VI –
OFFICERS
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| Section
1: |
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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 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.
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| Section
2: |
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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 Club’s
representation by an accredited
representative.
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| Section
3: |
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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.
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| Section
4: |
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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 serve 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.
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| Section
5: |
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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.
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| Note: |
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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
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ARTICLE VII –
DIRECTORS
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| Section
1: |
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There shall be a Board
of Directors which shall consist of the
President, the Immediate Past President,
the Vice Presidents, the Secretary, the
Treasurer, and six (6) elected Directors,
each of who 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 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.
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| Section
2: |
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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.
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| Section
3: |
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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
members of the Board of Directors may
call a meeting providing 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.
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| Section
4: |
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Any member of the Board
of Directors who is absent from three
consecutive board meetings will forfeit
the office with the approval of the Board
of Directors. Notice of said action shall
be mailed to all members by the
Secretary.
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ARTICLE VIII
– ELECTION PROCEDURE
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| Section
1: |
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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.
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| Section
2: |
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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 than April
30.
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| Section
3: |
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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 nominee
for an office, the President shall
request a unanimous ballot for the
nominee. A majority of the votes cast
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.
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| Section
4: |
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No President of this
Club who has served a full term as
President shall be eligible to serve the
succeeding year as President.
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| Section 5: |
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Nothing in this article shall be
construed as precluding nominations from
the floor.
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| Section 6: |
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Only members in good standing shall
be eligible to hold office or vote.
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| Section 7: |
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Voting shall be by individuals and no
person may cast more than one vote.
Proxies will not be recognized. Absentee
ballots will be accepted, if received by
the Club Secretary prior to the election.
Said ballots shall be made available to
all members at the regular meeting prior
to the meeting at which the elections are
conducted.
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| Section 8: |
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All officers and directors shall
assume the responsibilities of their
respective offices on October 1 following
their election.
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| Section 9: |
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The Secretary shall report the
results of all elections and appointments
of Club officers to Optimist
International and the District
immediately.
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ARTICLE IX –
MEETINGS
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| Section
1: |
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Regular meetings of the
Club shall be held at such time and place
as established each year by the Board of
Directors at the first Board meeting of
the new Optimist year (this meeting
should be conducted as close to October
1st as possible).
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| Section
2: |
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Special meetings may be
called by the President, or by the
Secretary upon receipt of a written
request signed by at least five (5)
members in good standing. Every member
shall be notified in writing at least
three days in advance of the special
meeting and advised what business will be
considered. No other business may be
conducted at the meetings.
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| Section
3: |
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One-third (1/3) of the
members in good standing shall constitute
a quorum at any regular, special or
annual meeting of the Club.
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| Section
4: |
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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.
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ARTICLE X –
REVENUE
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| Section
1: |
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Each new member of the
Club shall pay a membership fee to be
determined each year by the Board of
Directors at the first Board meeting of
the new Optimist year (this meeting
should be conducted as close to October
1st as possible). Payment of said fee to
be a pre-requisite for admission to
membership, payable on demand of the
treasurer. *Note: this
amount may not be less than $30 (U.S.).
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| Section
2: |
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Annual dues per member
shall be determined each year by the
Board of Directors at the first Board
meeting of the new Optimist year (this
meeting should be conducted as close to
October 1st as possible), dues are
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.
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| Section 3: |
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The Board of Directors may plan or
recommend the raising or accumulations of
revenue from sources other than those
stated in this article.
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| Section 4: |
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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.
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| Section
5: |
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The fiscal year of the Club
shall be from October 1 of each year
until September 30 next following.
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| Section 6: |
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The Board of Directors shall arrange
for, at a minimum, an annual audit 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.
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| Section 7: |
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A member shall be regarded in good
standing if not more than thirty (30)
days in arrears in payment of any
indebtedness, dues or otherwise, to the
club.
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ARTICLE XI –
COMMITTEES
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| Section
1: |
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The Board of Directors
shall determine the number and purpose of
all special and standing committees
required to achieve the purposes of this
Club.
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| Section
2: |
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The President shall
appoint the chair and members of all
committees and announce such appointments
not later than October 1 following his or
her election.
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ARTICLE XII –
MISCELLANEOUS
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| Section
1: |
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In recognition of the
benefits and services available to this
Club and its members through its
affiliation with Optimist International,
this Club shall exercise it rights and
privileges of participation in the
government and activities of Optimist
International. This Club shall provide
for its proper representation at all
meeting and conventions of Optimist
International and the District. It shall
provide for such representation when
preparing the annual budget.
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| Section
2: |
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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 or
she had been a member at the time of
their adoption.
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| Section
3: |
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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.
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| Section
4: |
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These bylaws
shall be reviewed annually.
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ARTICLE XIII
– NOT-FOR-PROFIT ORGANIZATION
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The Corporation is
organized exclusively for charitable and
educational purposes set forth in Section
501(c)(3) of the Internal Revenue code of 1986,
as now in effect on or as may be amended (the
"Code"). Without limiting the
generality of the foregoing, the purpose for
which the Corporation is organized and will be
operated include, but are not limited to,
promoting an active interest in good government
and civic affairs, inspiring respect for law,
patriotism and working for international accord
and friendship among all people, and aiding and
encouraging the development of youth. Nothing
herein shall be construed to give the Corporation
any purpose that is not permitted under Section
501(c)(3) of the Code and [Identify the
jurisdiction in which you are incorporated] law
(the "Act"). In furtherance of its
permitted purposes, the Corporation may exercise
any, all and every lawful power or activity which
a corporation organized under the Act may
exercise or transact.
No Part of the net earnings of the Corporation
shall inure to the benefit of, or be distributed
to, its directors, officers or other private
persons, except that the Corporation shall be
authorized and empowered to pay reasonable
compensation for services rendered, and to make
payments and distributions to qualified persons
(other than its directors, officers, and
employees or their immediate families) in
furtherance of the purposes set forth herein. No
substantial part of the activities of the
Corporation shall be carrying on of propaganda,
or otherwise attempting to influence legislation,
and the Corporation shall not participate in, or
intervene in (including the publishing or
distribution of statements) any political
campaign on behalf of or in opposition to9 any
candidate for public office. Notwithstanding any
other provision of these Articles, the
Corporation shall now carry on any other
activities not permitted to be carried on (a) by
a Corporation exempt from federal income tax
under Section 501(c)(3) of the Code, or (b) by a
Corporation, contributions to which are
deductible under Section 170(c)(2) of the Code.
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ARTICLE XIV –
AMENDMENTS
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| Section
1: |
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Any amendment 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.
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| Section
2: |
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All amendments
to these bylaws must be submitted to
Optimist International for approval.
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ARTICLE XV –
DISSOLUTION
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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, educational, religious, or
scientific purposes as shall at the time qualify
as an exempt organization or organizations under
Section 501(c)(3) of the Code, as the Board of
Directors shall determine.
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Name of Club: ___THE OPTIMIST
CLUB OF THE MONROE-AREA____________________________
_________________________________ Approved by
_________________________________________
(President) (for Optimist International)
_________________________________ Date Approved
________________________________________
(Secretary) (by Optimist International)
Date Approved _________________________________
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