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Article I: Name
The name of this Club of
Altrusa International,Inc.(herein-after referred to as ìInternational
î),shall be Altrusa International,Inc.,of Lake City,Florida.Its name
shall so appear whenever used.
Article II: Purposes
The purposes of this Club
shall be:
(a) To cultivate friendly
relationships,promote mutual understanding,and foster the solidarity of
women who are actively engaged in business and the professions.
(b)To encourage high ethical
standards of business and professional conduct.
(c)To give vocational information
and to be of service to women already engaged in or entering business professional
fields.
(d)To encourage a participation
in community and public affairs on a nonpartisan basis.
(e)To do any and all things
conducive to service,betterment and ultimate welfare of women in business
and the professions.
(f)To promote educational
and cultural training and improvement.
(g)T be informed on international
affairs and to promote mutual understanding between people of all nations.
Article III: Policy
Section 1.
The Club shall conform to
all Policies of International.
Section 2.
The Club shall not become
affiliated with any organization without the approval of International.
Section 3.
The Club as a body shall
at no time endorse or recommend any candidate for public office,nor shall
it take any action on partisan or religious questions or on legislative
matters without the prior approval of the International Board of Directors.
Article IV: Members
Section 1. Members
The members shall include
persons who are Active, Active Retired, Emeritus and Honorary members.
Section 2. Active
Members
a) Except as herein
provided, Active membership in a Club shall be confined to recognized leaders
in their businesses or professions who are of good character and who subscribe
to the principles and purposes of Altrusa International,Inc. In addition
to being recognized as outstanding in their businesses or professions,
members must meet one of the following criteria:
i) Must be actively engaged in the practice of their profession
as a degreed or registered/certified or licensed employee.
ii) Must be in the operation of legitimate businesses as owners,
partners,officers,managers,local agents or branch represen-
tatives or holders of important positions.
iii) Must be holder of important position with executive
capacities and having discretionary power.
iv) Must be recognized for outstanding work within the
community.
b) Active members
shall be classified in accordance with the businesses and professions from
which they derive their principal source of income.Each classification
category is limited to
twenty percent (20%)of
the total club membership.
c) Regulations prescribed
by the International Board of Directors shall determine the methods of
classification.
Section 3.
Active Retired Members
a) A member who has
become ineligible to continue Active membership because of retirement from
active business or professional life may, if such member so desires,become
an
Active Retired member,provided:
i) She held Active membership in one or more Clubs for three
(3)continuous years immediately prior to her retirement,or
if the Club of which she is a member is less than three (3)
years old, continuously from the date of its organization.
ii) That during her Active membership she actively participated
in the work of the Club and served in an important officer
capacity or as a director or as chairman of several commit-
tees of the Club.
b) An Active Retired
member shall not be considered as representing any business or professional
classification but she have all the rights, privileges and responsibilities
of an Active member, except as set forth in subparagraph (c).
c) Active retired
members may hold any office in a Club,and may hold elective or appointive
offices in any District or in International. No more than twenty-five
percent (25%)of the Board of Directors of a Club may be Active Retired
members. One (1) Active Retired member from a Club may serve as a
delegate or alternate to meetings of any District or International only
if the Club is entitled to multiple delegates. Active Retired members
shall be eligible to serve as member or chairman of club committees.
Section 4. Emeritus
Members
a) Emeritus members
are those Active or Active Retired members who are no longer able to actively
contribute to the Club because of health or other restrictions which limit
their activity,provided:
i) The Board of Directors of the Club and the District Board of
Directors approve such change in status;and
ii) They have been members of International for ten (10)years;
and
iii) They are, through great service to Altrusa and devotion to its
Principles, deserving of the honor.
b) Emeritus members
represent no classification,are not eligible to vote, hold office, or serve
on a committee, and have no interest in the property or funds of the Club
or District. They are entitled to wear the insignia of International
and to attend all meetings. They shall not be required to pay District
and International dues. The Club may waive club dues. An Emeritus
member will only receive services purchased by the Club.
c) An Emeritus member
who again is able to participate as an active member may return to Active
or Active Retired status.
Section 5. Honorary
Members
a) Local Clubs may
confer honorary membership upon any woman who has achieved distinction
through some notable service;
b) Honorary members
shall represent no classification,shall be exempt from all fees and dues,
not be eligible to vote, hold office, or be on a committee and shall have
no interest in the
property or funds of the
Club. They shall be entitled to attend all meetings of the Club;
c) Honorary members
shall not be members or former members of Altrusa.
Article V: Invitation
of Members
Section 1.
Membership shall be conferred
only upon written invitation from the Club.
Section 2.
The procedures for invitation
shall be those specified by International.
Article VI: Duration
of Membership
Section 1.
All classes of membership
shall endure for life except as hereinafter provided.
Section 2. Resignation
and Transfer
a) Voluntary Resignation.A
member may voluntarily resign in writing to the Club Board of Directors.Voluntary
resignations are effective upon fulfillment of all obligations through
the date
of resignation.
b) Transfer of Membership.Except
as herein provided,membership is not transferable or assignable.
i)
An Active or Affiliate member may become a member of
another Club, upon payment of such dues and fees as may be
specified in the Policies,provided there is an opening in such
Club in her classification.
ii)
An Active Retired member may become a member of
another Club, upon the written invitation of such Club and
upon payment of such dues and fees a may be specified in
the Policies, provided the number of Active Retired members
in such Club does not exceed twenty-five percent (25%) of
the total membership.
Section 3. Removal
of Club Members
a) Cause.Any member
may be terminated from membership if she has acted or is acting in a way
to injure Altrusa ís reputation or to hamper its work.
b) Active,Active Retired,
Emeritus, or Honorary Members.
i) Any member may file written charges against an Active, Active
Retired,Emeritus or Honorary member with the Club Board of Directors, specifying
the grounds for expulsion.
The Club Board of Directors
shall hold a hearing on the charges. The Club Board of Directors
shall give thirty (30) days íwritten notice, delivered in person
or sent by certified
or registered mail, to
such member, specifying the time and place of the hearing, and the charges.
The member is entitled to be present at the hearing, to be represented
by counsel
(who may or may not be
a member), and to present her defense. The member is not entitled
to be present during the Board ís deliberations or to vote.
If the Board determines, by
two-third (2/3) vote of
those present, that cause for expulsion exists, the member shall
be expelled, effective immediately upon notice to the member.
ii) The member or the person bringing charges may appeal the determination
of the Club Board or Directors to the entire club membership,written fifteen
(15)days of the Board ís
determination. The
Club shall hold an appeal hearing concerning the charges. All members
shall be given thirty (30)days íwritten notice by certified or registered
mail of the appeal hearing, specifying the time and place of the hearing
and the matter which is the subject of the appeal. The member against
whom charges have been filed is entitled to be present, to be represented
by her counsel and to present her defense. She is not entitled to
be present during the Club ís deliberations or to vote. The
club membership shall determine, by a two-thirds (2/3)v ote of those present,
whether the determination of the Club Board of Directors
should be overturned or
affirmed. Its decision shall be final and shall be effectively immediately.
c) Forfeiture.Active
membership shall be forfeited automatically:
i) When the member ceases to reside or to be actively engaged within
the area of the Club in the business or professional classification under
which she holds membership, or
ii)
When her connection with her business establishment is severed; however,
if for reasons of the economy of the country, family crisis, or personal
health, a member, at the
discretion of the Club
Board of Directors, may be granted one year to find new classified employment
or to return to her previous classification; or
iii)When she fails to pay her annual dues and late charges as established
by the International Board of Directors each year.
Section 4.
Any member whose membership
is terminated in any manner shall forfeit all interest,if any,in the funds
and property of the Club, shall not be entitled to any refund of dues and
ceases to be entitled to wear or display the International insignia or
emblem.
Section 5. Leaves
of Absence
Up to one year leaves of
absence may be granted to any member who desires to hold her classification
and who had been excused by the Board of Directors of the Club from attendance
at Club meetings, but such member shall be exempt from payment of regular
dues during
such leave of absence.
Article VII: Meetings
Section 1. Regular
All Clubs shall meet at
least once a month and may meet more frequently. Regular meetings shall
be held on the first and third Thursday of each month at such time and
place as may be designated by the Club Board of Directors,and should any
such meeting date fall on a holiday, the Club Board of Directors shall
fix a new date for such meeting and advise the members thereof.
Section 2. Special
Special meetings may be
called by the Club President,by three (3) members of the Club Board of
Directors or upon the request of five (5) members. The notice stating
the place, date and hour and purpose for which the meeting is called must
be made by mail or telephone to each
member entitled to vote
at the meeting seven (7)days before the date of the meeting.
Section 3. Annual
The annual meeting shall
be designated by the Board of Directors and shall be one of the regular
meetings in June of each year.
Section 4. Quorum
a) One-third (1/3)of
the membership shall constitute a quorum at regular meetings. The
majority vote of the members at a meeting at which a quorum is present
shall be the act of the members of the Club, except as to amendments
of these Bylaws, which are governed by Article XIX,Section 1.
b) A majority of
the membership shall constitute a quorum at a special meeting. The majority
vote of the members at a meeting at which a quorum is present shall bed
the act of the members of the Clubs, except as to amendments of these Bylaws
which are
governed by Article XIX,Section
1.
Article VIII:Board of Directors
Section 1.Composition
The Board of Directors shall
consist of the officers and two director(s).
Section 2.Tenure
The term of office of the
directors shall be two years each:One director shall be elected in the
even year,and one shall be elected in the odd year.A director shall not
be elected for more than two consecutive terms.Any part of a term equaling
or exceeding one-half (1/2)of the
regular term shall be considered
a term in deciding eligibility for reelection.
Section 3.Vacancies
a) A vacancy in the
office of the President shall be filled by the President-Elect if there
be one,or by the Vice Presidents,in order of succession,if there is no
President-Elect.A vacancy in office of President-Elect shall be filled
by the Vice Presidents,in order of succession.
b) If the officers
include both a First and Second Vice President,in the event of a vacancy
in the office of the First Vice President, the Second Vice President shall
serve as First Voce President for the remainder of the term.
c) Any other vacancy
in the Board of Directors,except that of the Immediate Past President,shall
be filled by the remaining members of the Board of Directors voting therein
by ballot.
Article IX: Powers
of the Board of Directors
Section 1. Powers
a) The Board of Directors
shall have general control of the Club,for all officers and committees
and may,for good cause,declare any office vacant or any membership terminated.
b) It shall have
power to transact all business of the Club not otherwise provided for;to
fill vacancies as provided in Article VIII,Section 3 of these Bylaws;to
act upon all recommendations
for membership in the Club;to
designate a place for deposit for funds of the Club;to provide for auditing
the Club ís accounts; to bond any person holding funds of
the Club.
Article X:Meetings of the
Board of Directors
Section 1. Regular
Regular meetings of the
Club Board or Directors shall be held on the Monday immediately preceding
the first Thursday of each month at such time and place as the Club Board
may designate.
Section 2. Special
Meetings
Special meetings of the
Board of Directors may be called by the President or three (3)members of
the Club Board of Directors.The notice stating the place,day and hour and
purpose for which the meeting is called must be made by mail or telephone
to each member entitled to vote at the meeting seven (7)days before the
date of the meeting.
Section 3. Quorum
A majority of the Club
of Board of Directors shall constitute a quorum at a meeting.The act of
the majority of the members at a meeting at which a quorum is present shall
be the act of the Club Board of Directors.
Article XI: Officers
Section 1. Officers
The officers of this club
shall be President,at least one (1)Vice President but not more than two
(2)Vice Presidents,a Secretary, a Treasurer,the Immediate Past President
and,at the club ís option, a President-Elect.
Section 2. Tenure
The term of office of each
officer shall be one (1)year. No officer shall hold the same office
for more than two (2)consecutive terms. Any part of a term equaling or
exceeding one-half (1/2)of the regular term shall be considered a term
in deciding eligibility for reelection.
Section 3.Qualifications
No person shall be elected
tot he office of President who has not served at least one (1)year on the
Board of Directors within the past five (5) years.
Article XII: Duties
of Officers
Section 1. Duties
The duties of the officers
shall be such as are specified in these Bylaws and by Robert ís
Rules of Order,Newly Revised.
Section 2. President
The President shall:
a)Be chairman of the Board
of Directors and an ex-officio member of all committees,except the Nominating
Committee.
- 37 -.b)Appoint such special
committees as she may deem necessary and all standing committees, except
the Nominating Committee. The President ís appointment shall
be subject to the approval of the Board of Directors.
Section 3. President-Elect
A President-Elect attends
all meetings of the Club Board,acquaints herself with the duties of President,and
assumes the office of President at the expiration of the term of the incumbent,or
upon the inability of the incumbent to complete her term.The President
-Elect shall act for
the President in her absence
or her inability to act.
Section 4. Vice Presidents
and Directors
The Vice President and
Director(s)shall assist the President in her work. The Vice Presidents,in
the order of their succession,shall act for the President-Elect in her
absence or in the event of her inability to act. The Vice Presidents and
Director(s)shall assume such other
responsibilities as directed
by the Club Board of Directors.
Section 5.Secretary
The Secretary shall keep
a record of attendance of all meetings; keep the minutes of each meeting;
keep a permanent file of all important papers; notify all members of the
time and place of Club meetings;and perform such other duties as may be
assigned by the Club Board of
Directors.
Section 6.Treasurer
The Treasurer shall:
a) Collect all money
due to the Club,keep an accurate record thereof,deposit the same in a depository
in the name of the Club, pay bills authorized by the Club Board of Directors,
and
present a full report at
each regular meeting of the Board and to the Club at its annual meeting,or
at any time upon request.
b) Submit the book
in which the record of receipts and disbursements for the year has been
keep and her annual report for audit.
c) Notify Active
and Active Retired members of any failure to pay dues,or late charges required
by these Bylaws.
d) Keep an accurate
roster of the entire membership.
e) Send to the International
Office and the District Treasurer on or before the date established by
the International Board of Directors each year the annual membership dues
report on forms provided by International together with the annual per
capita dues required by International and District respectively.
f) Send to the International
Office during January of each year the convention fee as established by
the International Board of Directors.
g) Serves as a member
of Finances Committee.
Section 7. Removal
from Club Office
a) An elected or appointed
officer may be removed from office for cause.ìCause î shall
include, without limitation, failure to perform the duties of her office,
failure without excuse to attend
meetings of the Club, the
Club Board of Directors, or acting in such a way as to injure Altrusa ís
reputation or hamper its work.
b) Any member of
the Club Board of Directors may file written charges against an elected
or appointed Club Officer, specifying the grounds for removal from office.
The Club Board of
Directors shall hold a
hearing about the charges. The Club Board of Directors shall give thirty
(30)days íwritten notice, delivered in person or sent by certified
or registered mail, to such officer, specifying the time and place of the
hearing and the charges.The officer is entitled to be present at the hearing,to
be represented by counsel (who may or may not be a member)and to present
her defense. The officer is not entitled to be present during the Club
Board of Directors ídeliberations or to vote. If the Club
Board of Directors determines, by two-third (2/3) vote of those present
that cause for removal exists, the officer shall be removed from office,
effective immediately upon notice to her. c)The officer or the persons
bringing charges may appeal the determination of the Club Board of Directors
to the entire Club membership, within fifteen (15) days of the decision
of the Club Board of Directors. The Club membership shall hold an
appeal hearing concerning the charges. The Club Board of Directors
and the officer shall be given thirty (30)days í notice by certified
or registered mail of the appeal hearing,specifying the time and place
of the hearing and the matter which is the subject of the
appeal. The officer
is entitled to be present,to be represented by her counsel, and to present
her defense. She is not entitled to be present during the membership
ís deliberations or to vote. The Club Membership shall determine,
by a two-thirds (2/3)vote of those present, whether the determination of
the Club Board of Directors should be overturned or affirmed. Its
decision shall be final and shall be effective immediately.
Article XIII: Election
of Officers and Directors
Section 1. Election
All officers, except the
Immediate Past President, shall be elected by ballot at a regular business
meeting in March and shall be installed so as to take office on June 1,
and shall serve for one (1)year or until their successors are elected and
installed. In the event there is only one nominee for an office,
the Secretary may be instructed to cast the ballot. Officers of a
newly organized Club shall serve until the 31st day of May following such
organization,except that officers of Clubs organized after January 1 and
before June 1 may serve until one year
from the next June 1.
Section 2. Quorum
A majority of all valid
votes cast shall be necessary to constitute an election.Any member who
receives a majority of all valid votes shall be declared elected.
Section 3. Incoming
Board of Directors
Officers and directors
may meet at any time after their election,at the call of the incoming President,for
the purpose of organization and to ratify committee appointments.
Article XIV:Committees
Section 1. Standing
Committees
The Standing Committees
of the Club shall be:
1. Service
2. Membership Development
3. Communications
4. Finances
Section 2. Nominating
Committee
The Nominating Committee
will be elected by the membership at least sixty (60)days prior to elections
to be held the first regular meeting in March,and will consist of no less
than three (3)members. The individual receiving the largest number of votes
will serve as chairman.
Section 3. Duties
The duties of the committees
shall be consistent with those of corresponding committees in International
and any district of which the Club is a part.Specifically,they shall include
any duties specified by International or the Club ís Board of Directors.
Article XV: Election
of Delegates to International Convention and District Conference
Section 1.Convention
At least ninety (90)days
before the International Convention,the number of delegates and alternates
to which the Club is entitled by the International Bylaws shall be elected
by the Club at a regular meeting, and shall be certified immediately to
the International Executive
Director.
Section 2.Conference
At least sixty (60)days
before the District Conference,the number of delegates and alternates to
which the Club is entitled by the provision of the District Bylaws,shall
be elected by the Club at a regular meeting. The names of the delegates
and alternates elected by the Club
shall be certified immediately
to the District Secretary.
Article XVI: Fiscal
Year
The fiscal year of this
Club shall be from the first day of June of each year to and including
the thirty-first day of May next succeeding.
Article XVII: Members
Dues and Fees
Section 1. Dues
Each Active and Active
Retired member shall pay to the Club Treasurer annual dues of such amount
as the Club may authorize, which dues shall be payable on June 1 of each
year and shall include District and International dues. Dues and fees for
members from Club-at-Large shall be paid at one half (1/2)per year rate
in U.S.dollars.
Section 2.Procedures for
Payment
a) Each woman becoming
a member pays dues in accordance with the Policies.
b) The Club shall
forward dues to the International Office and District Treasurer promptly
when paid,together with the membership information forms.
Section 3. Fees
An International Membership
Processing Fee, as established by the International Board of Directors
together with a Club affiliation fee of such amount as the Club may authorize,
shall be payable upon acceptance of an invitation to membership.
Section 4. International
Currencies
Payments under the provisions
of this Article by Clubs organized outside the United States of America,because
of the fluctuation in the value of currencies shall be paid on such basis
as the International Board of Directors may designate.
Section 5. New Clubs
In the case of Clubs organized
between March 1 and May 31, women shall pay full annual dues which
shall represent all dues payable until June 1 of the year next following.
Section 6. Late Charges
In any Active or Active
Retired member fails to pay her annual dues by June 15 of each year, she
shall pay in addition thereto a ten percent (10%) late charge. If
a member shall fail to pay her annual dues and late charges, she shall
be notified in writing by the Treasurer that her
membership will be forfeited
if such dues and late charges are not paid before July 10. Members
whose dues and late charges have not been paid by July 10 shall be dropped
from membership and the International Office and district Treasurer notified
on the proper form.
Article XVIII: Parliamentary
Authority
Robert ís Rules of
Order, Newly Revised shall govern the proceedings of this Club and Club
Board of Directors, unless otherwise provided by statute, the Articles,
these Bylaws, or the Policies.
Article XIX: Amendments
Section 1. Power to
Amend
a) These Bylaws may
be amended at any regular meeting by a two- thirds (2/3) vote of members
present provided notice of such proposed amendment shall have been mailed
to all members at least ten (10)days prior to such meeting.
b) amendments may
also be made at the annual meeting without previous notice by unanimous
vote.
Section 2.Automatic Amendment
a)T hese Bylaws shall
be deemed to be amended automatically according to and conform with the
International Bylaws.
b) All amendments
shall be subject to the laws of the State of Indiana, to the provisions
of the Articles of Incorporation and Bylaws of International,and no amendments
inconsistent
therewith shall be adopted.
Section 3. Approval
No amendment adopted by
the Club shall be effective until it is reviewed for conflict with the
International Articles and Bylaws by the District Bylaws, Resolutions and
Recommendations Chairman. After review, the Chairman shall report
back to the Club and to the District
Governor. Rejection
by the District BRR Chairman may be appealed to the full International
BRR Committee upon the written request of two club members.
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