Constitution & By-laws
CONSTITUTION AND
BY-LAWS
OF THE
OF
Section 1. This Association, a subordinate club of
Cosmopolitan International, is a corporate body duly organized with its
principal office in
Section 2. This Association shall be and exist pursuant to and subject to the Constitution and By-Laws of said Cosmopolitan International and the Mo-Kan Federation.
Section 1. This Association shall function and operate
in the City of
Section 1. The objects, aims and purposes of the Association shall be those prescribed in the Constitution and By-Laws of Cosmopolitan International.
Section 1. The membership of this Association shall be divided into the following classes:
a) Active
b) Sponsor
c) Honorary
d) Life
e) Member Emeritus
Section 2. Membership shall be only of those persons as set forth in these by-laws. The individual member may hold such membership or he/she may hold membership as a representative of a firm or business. Each new member taken into the club shall specify on his/her application whether his/her membership is individual or firm owned, and this shall not be changed without the consent of the local Board of Managers, provided, however, that any successor firm member must be accepted and approved by the club within ninety (90) days after a change occurs.
Section 3. Active, Sponsor, Honorary, Life, and Member Emeritus members shall be men/women engaged in or experienced in recognized lines of business, agriculture, professional, educational, institutional, social, vocational, governmental, or organizational, within the territorial limits of the club.
Section 4. Active members shall each pay to the Association at the time of his/her induction therein, an initiation or membership fee of such an amount as may be determined by the Board of Managers, and approved by the membership, but in no event, to be less than $25.00, and shall have full voting privileges and shall pay to the Association quarterly dues in such amount (to include international, federation, and local) as is first fixed by the Board of Managers and voted on and approved by the membership.
Section 5. Sponsor members, who have prepaid International dues for life, and have been relieved of further such payments of International dues are, in all things, otherwise to be considered as Active members, and governed by all rules and regulations stipulated in the foregoing sections. No additional or new Sponsor memberships beyond those enrolled as of July 1, 1978 shall be offered or accepted by Cosmopolitan International.
Section 6. Honorary membership may be conferred by the club upon an outstanding person. He/she shall not pay dues, but the club shall be responsible for paying International dues and initiation fees on behalf of all honorary memberships created after July 1, 1972. All Honorary members shall have the privileges of an active member and shall be governed by all other rules and regulations pertaining thereto.
Section 7. Life membership shall be conferred upon any Past International President, before or after the adoption of these By-Laws, regardless of his/her vocation and he/she shall pay no dues, but shall have the right to vote and hold office.
Section 8. Member Emeritus may be conferred by any club upon an outstanding longtime active member who is incapacitated to the degree he/she is unable to regularly attend meetings. A Member Emeritus shall have the privileges of an active member, however, he/she need not pay International, Federation, nor Club dues, need not receive International or Federation publications, and need not comply with local attendance and other club rules.
Section 9. Membership is open by invitation to all persons regardless of race, color, religion, sex, national origin, age, disability, or any other characteristic protected by law.
Section 10. Proposal for active membership in this Association shall be made by written application, giving the proposed person's full name, name of his/hers firm or corporation, official position with same business, address, and all other information that may be required thereon.
Section 11. The procedure for the proposal, invitation, application, approval and induction into the Club shall be as follows:
a) Any member of the Club may submit a name of a proposed member to the Board of Managers.
b) A prospective member must attend a club function (meeting or social). Names of all guests will be printed in the newsletter.
c) The prospective member submits written application with the initiation fee (amount set by Cosmopolitan International) to the Membership Vice-President.
d) Prior to the next Board of Managers meeting, the Club membership shall express any concern with the applicant(s) qualifications for club membership to any member of the Board of Managers.
e) When concern is expressed, the Board of Managers may instruct the Membership and Education Committee to investigate, with discretion, the proposed member's qualifications for membership and shall then report its findings to the Board of Managers at their next meeting.
f) The Board of Managers shall vote on the application by hand or secret ballot. The application for membership shall be declined if there are three (3) or more negative votes from the Board of Managers present.
g) The newly elected member shall then be eligible for induction into the Club at a time suitable to the Club, its officers and the new member.
h) In the event the proposal of membership is acted unfavorably at any stage of the procedure of proposed membership in the Club, then the Membership Vice-President shall immediately notify the sponsor of the proposed member.
Section 12. Responsibilities of members shall be as follows:
a) Members shall abide by the Cosmopolitan Pledge.
b) Members will pay quarterly dues within ninety (90) days of receiving their dues statement.
c) Members will pay all dinner fees and social fees at the time of the event. When dinner locations require reservations, those making reservations will be required to pay for their dinner(s) whether or not they attend.”
Section 13. The procedure for Reinstatement of members in good standing and transfer into the Club shall be as follows.
a) Any former member in good standing of this or any other Cosmopolitan club who wishes to be reinstated into this club shall either submit his/her wishes or have a member submit them to the Board of Managers in the form of written application to be voted on at the next Board of Managers meeting.
b) Any member of another club who wishes to transfer to this club shall go through the same procedure as a member who wishes to be reinstated.
Section 14. Suspension and/or termination of a member.
a) The Board of Managers on majority vote may first suspend any member for causes listed below:
1. The member fails, neglects or refuses to pay any dues or assessments or other legal demand for ninety (90) days from the date when the same becomes due and payable, unless the Board of Managers grants a further extension. (The Treasurer will notify the member in writing as directed by the Board of Managers.)
2. The member, after his/her election to membership, engages in immoral, disreputable or unlawful conduct. In the event of suspension,
a) The Secretary shall notify the said member in writing as directed by the Board of Managers.
b) The suspended member may then ask the Board of Managers for a hearing.
c) At the next regularly scheduled meeting, the Board of Managers will hear the concerns of the suspended member and then vote on termination.
Section 15. Any member whose membership has been forfeited may be reinstated only by application to the Board of Managers, on such terms and conditions, as in its discretion, seem advisable.
Section 1. The Governing Body of the Club shall be a Board of Managers. The Board of Managers shall consist of eleven (11) members as follows:
a) President of the Board of Managers
b) President Elect
c) Membership Vice-President
d) Secretary
e) Treasurer
f) Past President
g) Four General Board Members
h) Sergeant-at-Arms
Section 2. All elective officers of the Club shall be installed at the inauguration held in August.
Section 3. At the discretion of the Board of Managers, any member of the Board of Managers who fails to attend any three consecutive regular monthly meetings of the Board, or who misses any four out of six of these meetings, may be required to forfeit his/her office or position on the Board, and his/her office shall be declared vacant by the Board. This vacancy shall be filled as to Article V Section 4 of the Constitution and By-Laws.
Section 4. Any vacancy on the Board of Managers will be filled by nomination by the President and approval by the Board of Managers at a regular meeting. In the case of a vacancy of the President, the President Elect will complete the rest of the President's term in addition to his/her own term.
Section 5. The property, affairs and business of the Club shall be controlled and managed by the Board of Managers under the guidelines of the budget and the other provisions of these By-Laws. All budgeted expenses may be paid by the Treasurer as submitted. The Board of Managers shall approve or deny the payment of any non-budgeted bills or accounts. If such bills or accounts are approved by the Board of Managers, the Board shall notify and direct the Treasurer to pay in accordance with the directions of the Board of Managers. Disbursement of charitable funds require approval of the Board of Managers, publication in the next newsletter, and approval by members at the next regular club meeting.
Section 6. A majority of the Board of Managers shall constitute a quorum, and the action of a majority of those present shall be the action of the Board except as herein otherwise provided.
Section 7. Regular meetings of the Board of Managers shall be held on the third Thursday of each month at such place and time as it may designate.
Section 8. Special meetings of the Board of Managers may be called at any time by the President or any three (3) members thereof. The Secretary shall notify each member of the Board of such meeting.
ARTICLE VI --
DUTIES OF OFFICERS -- STANDING COMMITTEES
Section 1. The President shall:
a) Preside at all meetings, preserve order, apply and enforce all laws and rules of Cosmopolitan International and this Association;
b) Do and perform such other acts and duties as may be incidental to his/her office or may be properly required of him/her from time to time by the Board of Managers;
c) See that all orders and resolutions of the Board of Managers are carried into effect;
d) Appoint such members of the Club to Standing Committees within 30 days of inauguration; Represent the club at Mo-Kan Federation and International conventions when possible. Reimbursement for registration will be made by the club; and
e) Prepare and make all reports required by Cosmopolitan International, the District Federation, and the President and Board of Managers of this Association.
The term of office is one year and the President shall assume the duties of Past President the following year.
Section 2. The President Elect shall preside in the absence or disability of the President; and he/she shall assist the President in the conduct of his/her duties at meetings, serve as Chairman of the Awards Committee and oversee other committees as designated by the President. The term of office is one year and the President Elect shall become President the following year.
Section 3. The Membership Vice-President shall be Chairman of the Membership Committee and preside in the absence of the President and President Elect. The term of office is one year.
Section 4. The Secretary shall:
a) Keep a full and accurate account and record of all meetings of the Association, its Board of Managers and Committees, and
b) Perform such other duties as may be incidental to his/her office or may be required of him/her by the President of Board of Managers.
The term of office is one year.
Section 5. The Treasurer shall:
a) Receive all monies of this Association and deposit the same to the credit thereof in such depository or depositories as may be designated by its Board of Managers;
b) Issue all proper cards or receipts for monies received by him/her including a proper duplicate deposit slip or certificate of deposit.
c) Issue all notices in connection with the dues and financial obligations of members to the Association and perform such other duties as may be incidental to this office or may be required of him/her by the President or Board of Managers;
d) Retain the authority to issue checks upon the Club account when said expenditures have been approved as provided under the By-Laws; and
e) Chair the Finance Committee.
The term of office is one year.
Section 6. The Past President shall:
a) Act as chairman of the Advisory Council and present the Council’s views to the Board of Managers;
b) Serve as chairman of the Nominating Committee. The term of office is one year.
Section 7. The Sergeant at Arms shall:
a) Be the official greeter of the Association;
b) Enforce, under the direction of the President, all laws and rules of Cosmopolitan International and this Association;
c) Have charge of all badges, flags, banners, gongs, gavels and other property of this Association; and
d) Perform such other duties as may be incidental to his/her office or may be required of him/her by the President or Board of Managers.
The term of office is one year.
Section 8. The Advisory Council to the Board of Managers shall consist of the last seven (7) past presidents with the immediate Past President serving as Chairman. They shall meet to consider issues as directed by the Board of Managers.
Section 9. The process for election of Officers and Board members is:
a) Any member may recommend nominees to the Nominating Committee prior to April.
b) The Nominating Committee shall submit a slate of candidates to the Board of Managers for approval at their May meeting.
c) The approved slate of candidates will be printed in the club newsletter prior to the June club meeting.
d) At the June club meeting, the slate of candidates will be open to nominations from the floor. Any club member may nominate a member, provided consent has been obtained in advance.
e) If additional nominations are received from the floor, the amended slate of candidates will be published in the June newsletter and election will occur at the July club meeting.
f) Election will be conducted by ballot unless the slate consists of only one nominee per office, when a voice vote may be used.
g) A majority vote of members present is required for election.
Section 10. Standing Committees:
a) All committee chairs shall be volunteers or appointees unless otherwise stated.
b) All committees shall present their plans and estimated expenditures to the Board of Managers for approval.
c) The Nominating Committee shall:
1) Consist of at least three (3) members who are actively engaged in the activities of the club
2) Be chaired by the Past President
3) Obtain consent to serve from any member placed on the slate of candidates
4) Propose a slate of candidates to the Board of Managers in May.
d) The Finance Committee shall:
1) Be chaired by the Treasurer
2) Membership will consist of the newly elected Treasurer and two (2) or more other club members
3) Prepare a written budget for the year beginning September 1
4) Submit the proposed budget to the Board of Managers for approval at their August meeting
5) Present the budget for approval of the membership at the September meeting
e) The Membership and Education Committee shall:
1) Be chaired by the Membership Vice-President; and
2) Educate members and prospective members regarding activities and purpose of the Club.
f) The Inaugural Committee shall plan and prepare for the Inaugural in August.
g) The Audit Committee shall consist of at least (2) two persons. They shall audit the Treasurer's books at the close of each fiscal year and give a written report to the Board of Managers at the September Board of Managers meeting.
h) The Awards Committee shall prepare such awards as have been approved by the Board of Managers and shall prepare resumes for all awards for further competition. The President Elect shall serve as Chairman.
i) The Constitution and By-Laws Committee shall review the Constitution and By-Laws and make recommendations for change(s) to the Board of Managers and general membership, as they deem necessary.
j) The House Committee shall:
1) Plan the location and menu for each regular meeting,
2) Contact members at least one week prior to the meeting, provide location information, and obtain reservations.
3) Coordinate programs for regular Club meetings.
4) Collect dinner fees from members on the night of the meeting,
5) Report to the treasurer any members not paying dinner fees (e.g. members with reservations who do not attend) so the treasurer may bill them.
k) The Social Committee shall:
1) Plan social functions for the club members.
2) Seek Board of Managers approval prior for all plans, and
3) Collect fees from members at the time of the event.
l) The Fund Raising Committee shall:
1) Plan and implement fund raising activities.
2) Seek Board of Managers approval prior for all plans.
ARTICLE VII --
MEETINGS: CONDUCT OF SAME
Section 1. Meetings of the Association shall be held at 7:00 PM on the first Thursday of each month or as designated by the House Committee.
Section 2. Special meetings of the Association may be held at any time and place upon call by the President or Board of Managers; notice shall be given of the time, place and purpose of all special meetings.
Section 3. Robert's Rules of Order shall be used to decide any point of order.
Section 4. A quorum of one-third (1/3) of members in good standing is required to decide any question at any meeting except as otherwise herein provided.
Section 5. All questions (except By-Law changes) will require a simple majority vote by the members present at a regular meeting.
ARTICLE VIII --
CLUB YEAR
The club year shall be from inaugural to inaugural. The fiscal year is September 1 to August 31.
ARTICLE IX --
INSPECTION OF RECORDS
Any member of the Club may inspect all books and records of the Club at any reasonable time or times.
ARTICLE X --
AMENDMENTS
The members may amend or repeal the Constitution or By-Laws at any business or special meeting of the Club where a quorum is present. Approval requires the affirmative vote of two-thirds (2/3) of the members present at such meeting, provided the proposed amendments have been approved by the majority of the Board of Managers and published in the club newsletter. Amendments or repeals will be published in the River City Review, which shall be distributed or mailed to all voting members of the Club at least five (5) days before such meeting. The notice of such amendment or repeal need not state the proposed amendment or repeal verbatim but may state the general nature of the proposed amendment or repeal and the purpose there of.
Revised 11/94
Revised: 5/03