OPTIMIST CLUB OF CENTERVILLE NOON

BY-LAWS

PREAMBLE

            The Constitution and Bylaws of Optimist International and any future amendments thereto shall be incorporated by reference into these Bylaws and these Bylaws shall contain no sections which shall be inconsistent with the Constitution and Bylaws of Optimist International.

ARTICLE I – NAME

SECTION 1:    This club shall be known as the Optimist Club of Centerville Noon (“Club”), an affiliate of Optimist International.

ARTICLE II – PURPOSE

 SECTION 1:    The purpose of the 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 law; to promote patriotism; to work for international accord and friendship among all people; and 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 humanity, community life, and the world.

ARTICLE III – MEMBERSHIP

SECTION 1:    The membership of the Club shall represent a cross-section of the business, social, and cultural lives 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 Centerville or Washington Township, Ohio 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.

SECTION 2:  There shall be various categories of membership available to members of the Club as established in the Policies and Procedures Manual.

ARTICLE IV – ADMISSION TO MEMBERSHIP

SECTION 1: A proposal 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.  Each proposal shall be accompanied by the required application fee as described in Article X, Section 3 of these Bylaws.

SECTION 2:    Upon receipt of the membership application and application fee, 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 in accordance with the Policies and Procedures Manual.

SECTION 3:    After all members have had opportunity to express objections, if any, the Board of Directors shall vote to approve or reject the proposal for membership without explanation of its action.  A majority vote of those Board members present shall be necessary to give approval as established by Article VII, Section 5 of these bylaws.

SECTION 4:    Readings of applications and inductions of new members will be in accordance with the Policies and Procedures Manual.

ARTICLE V – TERMINATION OF MEMBERSHIP

SECTION 1:    Any member may resign from the Club provided that all required dues and fees have been paid in full.  Such resignation shall be in writing to the Secretary.

SECTION 2:    Any member, who has not paid all dues or fees owed to the Club by the end of each calendar quarter, may be suspended from membership in the Club.  The Board of Directors at a scheduled meeting shall determine to approve or reject suspension of such member.  If approved, written notice of such suspension will be provided to the member.  Such member, upon payment of all arrearages within 30 days of initial notice of suspension, may be reinstated at the discretion of the Board of Directors.  Any suspended member who has not paid arrearages within the stated period may be deemed to have forfeited membership in the Club and shall be so notified by the Secretary/Treasurer.

SECTION 3:    Any member charged with conduct unbecoming an Optimist or with any act prejudicial to the best interest of the Club or Optimist International, and against who such charges are sustained after opportunity to appear before the Board of Directors in self-defense, may be expelled from membership, at the discretion of the Board of Directors.  Upon such action by the Board of Directors, the member shall receive written notice of said action.

SECTION 4:    In the case of resignation or expulsion of any member, the Secretary shall notify Optimist International and shall announce at the next regular meeting of the Board of Directors such action without explanation of the reason.

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.

ARTICLE VI – OFFICERS

SECTION 1:    The Officers of the Club shall be a President, a President-Elect, and two (2) Vice Presidents, all elected annually by the membership, and a Secretary and a Treasurer, both appointed annually by the President subject to approval of such appointment by the Board of Directors.  All officers shall hold Office for one year (October 1 to September 30) or until their successors are duly elected or appointed as provided in these Bylaws.  In the event that an Office becomes vacant for any reason, the President shall appoint a member in good standing to fill the remaining term of such Office, subject to approval of such appointee by an affirmative vote of a majority of the Board of Directors in attendance at the regularly scheduled or special meeting called for such purpose.

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 of the Club exercise general supervision over Club affairs, and perform such other duties as are ordinarily incumbent upon a President.  The President shall represent the Club in all relations with Optimist International, the Ohio District and the local Zone and perform a like function in their behalf in relation to the Club.  The President shall attend all duly called district meetings and local zone meetings or, in the case of absence for good reason, provide for the Club’s representation by an accredited representative.

SECTION 3:    No member of the Club shall be eligible to serve two (2) consecutive terms as President.

SECTION 4:    The President-Elect shall assume the duties of the President in case of the President’s absence and such other duties as may be assigned by the President or the Board of Directors.

SECTION 5:    The Vice-Presidents shall perform such duties as are ordinarily incumbent upon Vice-Presidents, including liaison with committees created by the Board of Directors as assigned by the President and such other duties as may be assigned to them by the President or the Board of Directors.

SECTION 6:    The Secretary shall record the minutes of all meetings of the Board of Directors and business meetings; and maintain all records of membership, attendance, and service to the Club, in the form and manner prescribed by the Board of Directors. The Secretary shall conduct such correspondence as may be required by the President and the Board of Directors.  The Secretary shall also prepare and file all reports required by Optimist International and the Ohio District in a timely manner, and generally perform such duties as are ordinarily incumbent upon a Secretary. The Secretary shall attend all duly called International, District, and local Zone meetings, or in case of absence for good reason, provide for Club representation by an accredited member.

SECTION 7:    The Treasurer shall maintain all cash accounts created in the name of the Club; collect, record, and deposit all receipts of Club funds; and maintain records of all disbursements made from Club funds.  The Treasurer shall submit monthly financial statements in the form and manner prescribed by the Board of Directors.  The Treasurer shall submit for approval to the Board of Directors at the first regularly scheduled meeting of the Board of Directors for each fiscal year, a proposed financial budget of receipts and disbursements for all Club funds for said fiscal year and shall generally perform such duties as are ordinarily incumbent upon a Treasurer.  The Club shall ensure that the Treasurer is bonded in an amount as determined by the Board of Directors.

ARTICLE VII – DIRECTORS

SECTION 1:    There shall be a Board of Directors which shall consist of (1) all officers, (2) the immediate Past-President of the Club, (3) a Past-President selected by a vote of all Past-Presidents at the meeting of the nominating committee noted in Article VIII, Section 1, to serve for a one year term after approval by the current year’s Board of Directors, and (4) a number of elected Directors based upon membership as determined by the Board of Directors and established in the Policies and Procedures Manual.

SECTION 2:    The Board of Directors shall have control and management of the Club’s activities, determine all Club policies, approve or reject all membership applications, discipline members, and generally supervise the affairs of the Club.

SECTION 4:    The Board of Directors shall meet not less than monthly, with the possible exception of the month of December, on a date and at a time fixed at the beginning of each year by the President, or at the call of the President.  A group consisting of not less than three (3) members of the Board of Directors may require the President to call a special meeting of the Board of Directors, provided that notice of said meeting of not less than three (3) days shall be provided to each member of the Board of Directors. The President shall have discretion to call a special meeting with less than the above required notice, but shall poll members of the Board of Directors not present at the special meeting for their vote on any resolutions voted at such special meeting before any action can be taken on such resolution.

SECTION 5:    A majority of members of the Board of Directors shall constitute a quorum for the transaction of business and a majority vote of the Board of Directors present shall be necessary to give effect to any action to be taken by the Board of Directors.

SECTION 6:    Any member of the Board of Directors who is absent from three (3) consecutive regularly scheduled board meetings may forfeit their Directorship, with the approval of the Board of Directors. Notice of such forfeiture shall be provided to all Club members by the Secretary.

ARTICLE VIII – ELECTION PROCEDURE 

SECTION 1:    Not later than March 15, the immediate Past-President shall, with the approval of the Board of Directors, announce to Club members the appointment of a nominating committee consisting of the President, President-Elect, and all Past Presidents, who are current members in good standing, but shall in no case consist of fewer than five (5) members.  If fewer than five (5) members fulfill these qualifications, the President shall name sufficient members in good standing to complete the minimum number of members of the nominating committee.  The nominating committee shall select at least one nominee for each expiring Office or Directorship eligible for election by Club members.  Such nominations shall be delivered in writing to the Secretary no later than April 1.

SECTION 2:    Upon receipt of the report of the nominating committee, the Secretary shall, within seven (7) days, send to each member (by regular mail or electronic mail) a notice listing the nominees by Office or Directorship in alphabetical order and stating the date of the meeting at which the election shall be conducted.  At each of the three (3) regularly scheduled meetings of the Club prior to the date of the election the Secretary or a representative shall read the names of each nominee by Office or Directorship in alphabetical order and stating the date of the meeting at which the election shall be conducted.  On each date of readings noted above, in addition to the date of the election meeting, the floor shall be open for additional nominations.  The election shall be conducted no later than the last regularly scheduled meeting of the Club in April.

SECTION 4:    Only members in good standing shall be eligible to hold office or vote at any election.

SECTION 5:    Voting shall be by individuals and no member may cast more than one vote. Absentee ballots will be recognized provided they are received by the Secretary prior to date of election, in a form and manner prescribed by the Board of Directors.  The Secretary, or a designee from the nominating committee, and one other member of the nominating committee shall distribute, collect, and tabulate all ballots.

SECTION 6:    All Officers and Directors shall assume the responsibilities of their respective Offices or Directorships on October 1, following their election.

SECTION 7:    The Secretary shall report the results of all elections and appointments of the Club as required by Optimist International.

ARTICLE IX – MEETINGS

SECTION 1:    Regular weekly luncheon meetings of the Club shall be held on each Tuesday, beginning at Noon, at such place as may be determined by the Board of Directors, except when such meeting date occurs on a Nationally recognized holiday or at the discretion of the President, with such discretion being limited to the cancellation of not more than three (3) regularly scheduled meetings per Club year.

SECTION 2:    The current edition of Robert’s Rules of Order shall govern all meetings of the Club and the Board of Directors, except as otherwise provided in these Bylaws.

SECTION 3:    A special meeting may be called by the president, or by the Secretary, upon receipt of written request by no fewer than five (5) members in good standing. Members in good standing shall be notified of such meeting in writing or electronically not later than three (3) days prior to the special meeting and shall be advised of the business scheduled to be considered at the special meeting.  No other business may be conducted at the special meeting.

SECTION 4:    One-third (1/3) of the members in good standing shall constitute a quorum at any regular, special, or annual meeting of the Club.

SECTION 5:    An annual meeting of the members of the Club shall be held in September.  The business of the annual meeting shall be to install all Officers and Directors of the Club, as previously elected, for the following Club year as established in the Policies and Procedures Manual.

ARTICLE X – FINANCIAL

SECTION 1:    The budget prepared for each fiscal year shall contain a youth fund, including receipts and disbursements for all community service related activities, and a general fund, including receipts and disbursements related to all Club operational activities and shall be submitted to the Board of Directors each year for approval at the October meeting.

SECTION 2:    The budget prepared for each fiscal year shall provide for an unrestricted fund balance to be carried forward at the end of the fiscal year in an amount not less that 10% of the cumulative amount of receipt budgeted for each fiscal year (net of general fund receipts for reimbursement of fellowship and hospitality activities.)

SECTION 3:    The application fee to be submitted with the application for membership shall be established annually by the Board of Directors no later than the last meeting of each fiscal year, and shall be assessed during the subsequent fiscal year.

SECTION 4:    Annual dues for the subsequent fiscal year shall be established for each category of membership by the Board of Directors not later than the last Board of Directors meeting of each fiscal year and shall be announced in writing to each member as soon as practicable, if a change in the dues structure has been approved.  Each fully paid life member shall be privileged to deduct from the payment of applicable dues an amount equal to the amount payable by the Club for Optimist International dues for said life member.  Dues shall be billed at the beginning of each quarter and shall be due in full upon receipt of bill.

SECTION 5:    All disbursement of Club funds shall be by check, signed by an authorized check signer.  Authorized check signers shall be the President or Treasurer.

SECTION 6:    The Board of Directors shall approve all fundraising activities other than those described in this article.  All funds that have been obtained for the purpose of financing charitable, educational, or civic activities, other than for payment of expenses directly associated with such fundraising activities, shall be used for those purposes and the financial records of the Club shall be maintained to reflect such utilization of funds.  However, the Treasurer shall have the discretion to move up to 20% of the Youth Fund gross revenues from fundraisers to the General fund to cover costs as needed. 

SECTION 7:    At each monthly meeting of the Board of Directors, the Treasurer shall present for approval a financial report for the prior month and year-to-date, including statements of receipts and disbursements of all Club funds and a statement of fund balances at the end of each month.

SECTION 8:    The Board of Directors shall arrange for an annual review of the financial statements of the Club by a certified public accountant or a public accountant, who is not a member of the Board of Directors of the Club, or by a committee of qualified Club member(s) who have no conflict of interest.

SECTION 9:    The fiscal year of the Club shall begin October 1 and continue through the following September 30.

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 purposes of the Club.

SECTION 2:    The President shall appoint the chairman of each committee and announce such appointments not later than October 1 of each year.

SECTION 3:  The President may appoint Ad Hoc committees as needed throughout the year.

ARTICLE XII – MISCELLANEOUS

SECTION 1:    In recognition of the benefits and services available to the Club and its members through its affiliation with Optimist International, the Club shall exercise its rights and privileges of participation in the government and activities of Optimist International.  The Club shall provide for its proper representation at all meetings and conventions of Optimist International and the Ohio District.  The Club shall provide for at least part of the expenses associated with such representation, as approved by the Board of Directors and established in the Policies and Procedures Manual. 

SECTION 2:    Any person elected to membership in the 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 the person 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 obligations of the Club and its members to Optimist International and to the Ohio District and shall require the prompt completion and submission of all reports required by Optimist International and the Ohio District in a timely manner.

SECTION 4:    Each member of the Club, including but not limited to the Officers and Directors, shall be indemnified by the Club which shall provide liability insurance, to the extent insurance is made available by Optimist International, against any claims made against such member in performing any duties or participating in any functions of the Club, provided that the member’s actions shall be in compliance with these Bylaws and shall not be in conflict with any laws or public policy.  The Secretary shall annually obtain a certificate of insurance through Optimist International evidencing said insurance coverage.

SECTION 5:  These bylaws shall be reviewed annually.

SECTION 6:   Policies and Procedures may be enacted by the Club to further the purposes of these bylaws.  Any such Policies and Procedures are subordinate to these bylaws and may not conflict in interpretation with these bylaws.

ARTICLE XIII – NOT-FOR-PROFIT ORGANIZATION

SECTION 1:    The Club is organized and shall operate as a not-for-profit organization for social welfare, civic improvement and other similar purposes.  The Club shall be incorporated within the State of Ohio.

SECTION 2:    All funds received by the Club for not-for-profit purposes shall be used for said purposes and shall not inure to the benefit of any Club member.

SECTION 3:    The club is organized and shall operate 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”), including, but not limited to, developing Optimism as a philosophy of life, utilizing the tenets of the Optimist Creed; promoting an active interest in good government and civic affairs; inspiring respect for law, promoting patriotism and working for international accord and friendship among all people; and aiding and encouraging 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 amendment to or revisions of these Bylaws, must be in conformity with the Constitution and Bylaws of Optimist International, and shall be adopted by a two-thirds (2/3) vote of the members present at the meeting for the vote, provided that written notice of the proposed amendments of revisions and the date of such meeting shall have been given to all members in good standing not later than fourteen (14) days 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, educational, religious, or scientific purposes and 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.

            These amended Bylaws have been adopted in a proper vote of the Club members on the     1^st   day of    February   , 2005.

Optimist Club of Centerville Noon – Club #24403

President          Stanley Fronzaglia        

Secretary           Joseph H. Madden           .  

Optimist International    James Z. Nagel     Date Approved   2/3/05___