Constitution
ARTICLE I – ORGANIZATION NAME
The name of this organization is The Sertoma Club of Binghamton, New York (herein “the Club”).
ARTICLE II - PURPOSE
This Club is organized for:
A. Promoting fellowship among its members;
B. Serving humanity through the sponsorship of worthwhile projects in local communities and of Sertoma International;
C. Furthering the American way of life through ethical participation in our free enterprise system and active participation in our democratic form of government;
D. Charitable purposes, including for such purposes of making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code. (added 10/08)
1) No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future tax code. (added 10/08)
2) Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of pursuant to the laws of the state in which the principal office of the organization resided for such charitable purposes as they were organized and operated. (added 10/08)
ARTICLE III - MEMBERSHIP
Section 1: TYPES OF MEMBERSHIP - Memberships will be divided into five types; Active, Senior-Active, Honorary, Service and Life memberships.
Section 2: ELIGIBILITY - Any person of good personal and business
repute is eligible for membership.
Section 3: PROCEDURE FOR ELECTION TO MEMBERSHIP - All applications for membership should be submitted to the Secretary or any officer of the Club who will refer said application to the Chairperson of the Board of Directors. It will be the duty of the Board of Directors to make a full and careful investigation of the eligibility and fitness of the applicant.
Upon receipt of the application the Board of Directors will cause the name of each prospective member to be published in three successive issues of the Club bulletin/newsletter; announced at three Club meetings; or a combination thereof. Each publication or announcement will be accompanied by a notice that any member having an objection to the admission of such prospective member must file such objection with the Board before acceptance of the applicant’s membership by the Board of Directors. Where and if objections are filed, the Board will give such objections due consideration and in its judgment may cite objectors to appear before the Board of Directors in person at a regular or special meeting of the Board. The Board of Directors, however, reserves the right to elect or reject.
The above provisions having been carried out, the Board of Directors will immediately vote to accept or reject such prospective member, acceptance to be an affirmative vote of the majority of the entire membership of the Board of Directors.
Section 4: ACTIVE MEMBERSHIP – Once a prospective member has been admitted to the Club, s/he will be considered to be an Active Member (persons engaged
in worthwhile and recognized professions).
S Section 5: SENIOR-ACTIVE MEMBERSHIP - An active member who has been a
member of
any Sertoma Club for twenty (20) years or more, or who is of the age of
fifty-five (55) years or more, after having been a member of a club for
the next preceding five (5) or more years, who has retired from active
business, institutional, agricultural or professional life, may be
elected a Senior-Active member upon written application to the Secretary
and upon approval by the Board of Directors.
Section 6: HONORARY MEMBERSHIP - The Club may elect to offer Honorary
Membership to any person who has performed distinguished public service,
and who is not a member of the Club, for a period of one year, and s/he
may be re-elected from year to year. An Honorary member will not pay
initiation fee or membership dues, and will be entitled to all the
privileges of the club except those of voting and holding office. It
will be the recommended practice that the club will not have more than
three (3) Honorary Members at any one time.
Section 7: SERVICE MEMBERSHIP - Any member of the club who performs special services for the Club, without salary, may be exempt from all or part of Club dues and luncheon fees, as may be decided upon by the Board of Directors. Said member may, at the discretion of the Board, be required to pay International and District dues.
Section 8: LIFE MEMBERSHIP – Any member can be a life member. Life
membership is defined in the Sertoma International Policy Statements and
the Board of Directors of Sertoma International has the power to limit
the number of such memberships. A Life Membership Certificate is issued
by the Executive Director of Sertoma International after the application
for Life Membership has been approved by the Board of Directors and the
payment of the Life Membership fee has been paid-in-full. Every member
to whom such a certificate has been issued is free from obligations to
pay international dues. Life Membership will remain throughout the
natural life of the certificate holder.
Section 9: OTHER MEMBERSHIP CATEGORIES – Other types of memberships are created at the discretion of the Board of Directors and must be submitted to the entire membership for adoption. Memberships of this nature are meant to serve members who, for some special circumstance, do not fall within the categories previously designated. These categories may be temporary or permanent in nature. The only necessary requirement is that the member’s full financial obligations to the Club must be met on a timely basis. Failure to meet this requirement will automatically put the membership in jeopardy.
S
Section 10: EXPELLING OF MEMBERS - The Board of Directors will
have the power, by a three-fourths vote of the entire Board, to expel
members of the Club from membership for the following causes:
A.
Misconduct of such character as to be deemed by the Board to be a
violation of the ethics and standards of the Club. Before any member can
be expelled for misconduct, s/he must be notified by registered mail of
the pending charges at least ten (10) days prior to the Board Meeting at
which said charges are to be considered, said member to be given the
opportunity by said notice to appear at the meeting to defend the
charges.
B.
Non-attendance of any member at regularly scheduled meetings of the
Club for a period of time which could be considered by the Board of
Directors to be unreasonably long in view of the circumstances of the
case in question. Before expulsion can result from non-attendance at
meetings, the member involved must have missed at least four (4)
consecutive meetings of the Club without adequate excuse.
C. Failure to pay obligations due club within thirty (30) days after demand has been made in writing by registered letter, or personal delivery by the Treasurer. The Board will have the power, however, to extend the time of payment of such obligations for more than thirty (30) days where considerations of equity and fairness entitled the member to such extension.
S Section 11: RESIGNATION - The resignation of membership will become operative
upon delivery of the same, in writing, to the President, Secretary or
Treasurer, and its acceptance by the Board of Directors, providing that all
indebtedness of such member has been paid to the club.
S Section 12: DISPOSITION OF FEES AND DUES - Any member who resigns or forfeits
membership in any of the ways herein provided, will also forfeit any fees,
dues, or other monies s/he may have paid to the Club, subject of the Board
of Directors in its discretion to waive such forfeiture in any individual case.
S Section 13: LEAVE OF ABSENCE: By action of the Board of Directors, a member in good standing may be granted a leave of absence for a limited period of time. Criteria could include job related activities, health issues and other circumstances that the Board may deem applicable. The length of such absence will be determined by the Board. When a leave is approved the member will remain responsible for all financial obligations to the Club, but will not be charged for weekly meals during the approved leave period. It is recognized that the leave of a Club officer will need special review by the Board for reassignment of any responsibilities.
ARTICLE IV - OFFICERS
The Officers of the Club will be: Chairperson of the Board, President, Three Vice-
Presidents, Treasurer, Secretary and Sergeant-At-Arms.
ARTICLE V - BOARD OF DIRECTORS
Section 1: ADMINISTRATION - The Administration of the affairs of
the Club will be vested in a Board of Directors.
Section 2: COMPOSITION OF THE BOARD - The Board of Directors will
consist of the elective officers of the Club and six (6) directors,
three (3) of whom will be elected to serve one-year term and three (3)
to serve a two-year term.
Section 3: RESPONSIBILITIES OF THE BOARD - The Board of Directors
will be the governing body of the Club, and its decision in all matters
will be final, subject only to appeal to the Club. It will have the
power and authority to adopt suitable By-Laws for the operation of the
Club, and will have general control over all officers and committees of
the Club, and may for good cause declare any office or offices vacant.
Appeal from the decision of any committee or from the ruling from any
officer may be made to the Board of Directors. The Board will meet at
least once each month.
Section 4: CHAIRPERSON OF THE BOARD - The immediate Past President
becomes the Chairperson of the Board of Directors, but is entitled to
vote at the meetings of the Board in the case of tie votes.
Section 5: ATTENDANCE AT BOARD MEETINGS - In the event that any member of the Board of Directors is absent from two consecutive meetings of the Board, the Board may, if it deems the reasons for such absence to be insufficient, declare the Board membership of said delinquent Director to be vacant.
ARTICLE VI
- DUTIES OF OFFICERS
Section 1: PRESIDENT - The President will preside at all meetings
of the Club, and will perform such other duties as are necessary and
incident to the proper administration of the affairs of the Club, except
such duties as are specifically delegated herein to other officers. S/he
will be charged with the responsibility of assigning to various officers
and directors the supervision of such committees as the Board of
Directors may designate, and the supervision of all officers, directors
and committees.
Section 2: VICE-PRESIDENTS - The three (3) Vice-Presidents will
serve as assistants to the President in the administration of the
affairs of the Club, and will perform such specific duties as may be
assigned to them by the President. In the absence of the President from
meetings of the Club, one of the three Vice-Presidents (as designated by
the President), will preside at meetings of the club. If for any reason
the President should fail to select a Vice-President to preside at any
particular occasion, the selection will be made by the Board of
Directors.
A.
Vice-President,
Programs – The primary objective of the program committee is to provide
interesting, informative, educational or entertaining presentations at
club meetings. Presentations by “outside speakers” or non-Sertomans are
major elements of regular club meetings. Not having a speaker may cause
some members to lose interest. It is the responsibility of the
Vice-President in charge of programs to insure a program at every club
meeting.
B. Vice-President, Sponsorships – Sponsorships are the means by which
Sertoma clubs enact our mission to SERvice TO MAnkind. Successful
sponsorships, once nurtured and maintained, become clearly identified
with the club in the community’s mind. Thorough planning is the
responsibility of the Vice-President in charge of sponsorships to ensure
that the committee works effectively.
C. Vice-President, Membership – Regardless of the club’s history, age,
purpose and current membership, the ability to recruit and retain
members needs to be a high priority. It is extremely crucial that the
Vice-President in charge of membership maintain an active committee and
sets goals for both retention of, and recruitment for, membership.
Section 3: TREASURER - The Treasurer will have custody of the
funds of the Club, accounting to the Club at Board meetings and at all
such other times as may be prescribed by the Board of Directors. S/he
will, upon retirement from office, turn over all funds in his/her
possession and all records of the Club to his/her successor, or to the
President of the Club. S/he will perform all duties that ordinarily
pertain to the office, or as may be prescribed by the Board of
Directors, or as provided herein and will be required to give bond (the
premium to be paid by the Club) as may be required by the Board of
Directors.
Section 4: SECRETARY - The Secretary, under the Direction of the Board of Directors, will: keep all records of the business transactions of the Club; send notices of all meetings to members, committees and directors of the Club; make necessary arrangements for all such meetings; arrange for the publication of the Official Club Bulletin/newsletter; maintain a complete club roster; attend all meetings of members, committees and directors for the purpose of directing the operations of all details of official capacity; and, to perform such other duties as ordinarily pertain to the office of Secretary, or as specified herein, or as prescribed by the Board of Directors.
Section 5: SERGEANT-AT-ARMS - The Sergeant-At-Arms will preserve order at the meetings of the club. S/he will have custody of the Recognition Badges worn by the members and see that each member is supplied with such badge. S/he will perform such duties as ordinarily pertain to the office, or as may be prescribed by the Board of Directors, or provided herein, and will serve as Greeter at Club meetings and social functions.
ARTICLE VII - NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS
Section 1: NOMINATIONS - At the first meeting of the Club in February of each year, the Board of Directors will appoint a Nominating Committee, which will consist of at least three (3) members, one of whom will be designated as chairperson.
Section 2: The Nominating Committee will nominate one candidate for
each office and candidates for the Board of Directors, according to
expiration of term of said director.
Section 3: The Nominating Committee will make its report at the
first meeting in March of each year, at which time additional
nominations for any office, or for the board members may be made from
the floor. If more than two members are nominated for the same office, a
ballot will be taken and the two members who receive the highest and
second highest number of votes will be considered as candidates for such
office to be voted upon at the annual election.
Section 4: ELECTION - The election of officers will be held at the
first meeting of the Club in April. Election will be by a simple
majority of the voting members present. In case of a tie vote the
individual candidates will be given an opportunity to address the body.
A second vote for the contested office will be immediately taken;
election will be by simple majority vote. If this vote ends in a tie,
the election for this particular office will revert to the Board of
Directors for resolution.
Section 5: The Annual Meeting and Installation of officers will be held in the month of June. The installed officers will serve for a period of one year commencing with the next ensuing July 1st, and until their successors have qualified. If an office becomes vacant during the year, the Board of Directors will fill the office for the unexpired term.
Section 6: No person can hold more than one elective office at the same time.
ARTICLE VIII - CLUB FISCAL YEAR
The club year and fiscal year of the Club will begin annually on July 1st and close on June 30th.
ARTICLE IX - AMENDMENTS
This Constitution may be amended at any regular meeting of the Club by a two-thirds majority vote of all members present, provided that a copy of such proposed amendment has been distributed to every member at least ten (10) days prior to the meeting at which it is to be voted on. Changes or modifications in such proposed amendment germane to such proposal may be adopted at such regular meeting without further notice.
ARTICLE X - INTERNATIONAL BY-LAWS
All provisions of the By-Laws of Sertoma International as amended, and all provisions of the constitution and by-laws of the District to which the club is assigned, are hereby subscribed to.
BY-LAWS
ARTICLE I – MEETINGS
Section 1: Regular meetings of the Club will be held every Tuesday
at 12:10 pm, unless otherwise ordered by the Board of Directors, in
which event the members will be given ample notice of such change.
Section 2: Regular meetings of the Board of Directors will be held
each month at such time as may be fixed by the Board.
Section 3: The Club “Business Meeting” will be held on the last Tuesday of each month (at the regular meeting time and place), unless otherwise ordered by the Board of Directors, in which event the members will be given ample notice of such change.
ARTICLE II - QUORUM
Section 1: One-third of the members of the Club in good standing
will constitute a quorum for the transaction of business by the Club.
Section 2: A majority of the total membership of the Board of Directors will constitute a quorum for the transaction of business by the Board.
Section 3: Proxies will not be recognized in this Club for any purpose.
ARTICLE III - FEES AND DUES
Section 1: The admission fee will be a flat fee to be determined by the Board. The payment of which will be a condition precedent of membership. A member in good standing in another club of Sertoma International moving to the area of this club, and making application herein for membership, will be entitled to admission to this club without payment of an additional admission fee, but will be required to pay regular annual dues.
Section 2: The annual dues of all members, except Honorary
members, will be payable quarterly in advance unless otherwise requested
and arranged with the Treasurer. Annual dues consist of State, District
and International charges. The Board of Directors will establish the
level of dues by membership category.
Section 3: Dues and membership fees to Sertoma International will
be payable in accordance with the By-Laws of Sertoma International, as
amended.
Section 4: Dues and fees of the district to which this club is assigned will be payable in accordance with the Constitution and By-Laws of such district.
ARTICLE IV - DISBURSEMENTS
All expenditures must be approved by the Board of Directors. All disbursements must be paid by check, which will be signed by the Treasurer and countersigned by the President, Secretary or any Vice-President.
ARTICLE V - ORGANIZATION OF COMMITEES
Section 1: The President-Elect of the club will, within ten (10)
days following the annual election, call a meeting of the newly-elected
officers and directors, and directors holding over, for the purpose of
assigning to each officer and director the committee(s) of which the
officer or director is to have charge during the ensuing year.
Section 2: Within thirty (30) days thereafter a second meeting of
such newly-elected officers and directors will be held, at which meeting
committees are to be appointed by the respective officer or director in
charge of such committee(s).
Section 3: At the first meeting of the Board of Directors after July first , each Board member will report to the Board in writing the plans of the committee(s) under his/her direction for their operation during the year. Such report may be accepted, amended or rejected by the Board.
ARTICLE VI - COMMITTEES
Section 1: The following will be the standing committees and will be appointed by the officer or director in charge thereof as provided in Article V, subject to the approval of the Board of Directors: Program; Sponsorship; Membership; Sick and Visitation; fundraising; Scholarship; Finance and Publicity.
These committees are to consist of not less than three
(3) members each.
Section 2: PROGRAM COMMITTEE - is to be chaired by the
Vice-President for Programs and arranges a program for every meeting of
the club.
Section 3: THE SPONSORSHIP COMMITTEE - is to be chaired by the
Vice-President for Sponsorships. This committee acts as a liaison for
all of the sponsorships of the club.
Section 4: MEMBERSHIP COMMITTEE - is to be chaired by the
Vice-President for membership and is to formulate and put into operation
plans for obtaining new members.
Section 5: SICK and VISITATION COMMITTEE - is to be chaired by one of the directors, as appointed by the Chairperson of the Board, will visit the sick, send greetings and undertake such other duties indicated by its title.
Section 6: PUBLICITY COMMITTEE - is to be chaired by one of the directors, as appointed by the Chairperson of the Board, will notify all forms of media concerning the ideals, aims, projects, purposes and acts of Sertoma in general AND this club in particular.
Section 7: FUNDRAISING COMMITTEE – shall be chaired by one or two active members of the Club and as appointed by the Chairperson of the Board. The committee shall convene for the purposes of planning and executing the Club’s annual fundraising efforts and shall minimally include the arrangements for the Club’s signature annual fundraiser the Million Dollar Antique Show.
Section 8: SCHOLARSHIP COMMITTEE – is to be chaired by a club member appointed by the Chairperson of the Board and will, minimally, ensure the establishment of scholarship criteria consistent with board direction and the Mission of the Club, the maintenance of the scholarship fund, the preparation and distribution of scholarship applications to the designated school systems, the review of scholarship applications, the notification of scholarship recipients and the publicizing of the scholarship recipients.
Section 9: BY-LAWS COMMITTEE – is to be chaired by the Club Secretary and convened for the purposes of an annual review of the Club’s Constitution and By-Laws. Additionally, this committee will ensure the availability of these documents to the Club’s membership. All recommendations for revision of these documents will be subject to the review and approval of the Club’s BOD and full membership.
Section 10: FINANCE COMMITTEE – is to be chaired by one of the directors and minimally include the Club’s Treasurer and President in its membership. The committee shall be charged with the development and submission of the Club’s annual operating budget and shall convene as necessary throughout the year to monitor and revise the Club budget as needed for the board of directors review and approval.
ARTICLE VII - ATTENDANCE AT MEETINGS
Section 1: Any member who is absent from four (4) consecutive meetings, or who has been absent from ten (10) or more meetings during any six-month period, will be considered delinquent in attendance.
The Secretary or Treasurer will upon the last Friday in each month, transmit to the President a list of members who are delinquent. The President, or the assignee of the President, will make an investigation of the reasons for such absence and will present the list, together with his/her findings, at the next meeting of the Board of Directors. If, in the opinion of the Board of Directors, any membership should be forfeited for non-attendance the Board will instruct the Treasurer to notify the delinquent member, by registered mail, that his/her membership has been suspended, and unless a request for reinstatement, accompanied by an explanation of the delinquency complained of, and an assurance of future observance of the regulations of the club, be received by the Treasurer within ten (10) days from the date of notification of suspension, such suspension will automatically become permanent and the membership forfeited.
Provided, however, that
absence from Club area, unavoidable business engagements, illness of a
member, or any member of the member’s family may be accepted by the
Board as a satisfactory explanation of such non-attendance.
Section 2: A member may make-up an absence by attending a meeting of another Sertoma Club within one week prior to, or one week follow, a meeting of his/her own Club from which s/he is absent, such attendance to be attested by the Secretary of the Club attended; or by attendance at an International or District Convention or Board meeting.
ARTICLE VIII - AMENDMENTS
These By-Laws may be amended by the Board of Directors at any meeting of such Board upon a two-thirds vote of the entire membership of the Board.
Constitution & By Bylaws Review & Revision: 11/15/05, 08/27/09, 09/18/09, 10/08/09
Board Review & Approval Date: 10/08, 10/27/09
Distribution to Club Membership Date: electronically 10/09