ITALIAN-AMERICAN SOCIAL CLUB BYLAWS UPDATED ... - IASC

ITALIAN-AMERICAN SOCIAL CLUB BYLAWS
UPDATED: July 2010
ARTICLES/SECTIONS
PAGE
Article I - Name of Organization............................................................................................... 3
Article II - Objectives, Philosophy and Purpose ....................................................................... 3
Article III - Membership
Section 1 - Regular Membership ........................................................................................ 3
Section 2 - Life Membership .............................................................................................. 3
Section 3 - Associate Membership ..................................................................................... 4
Section 4 - Honorary Membership...................................................................................... 4
Section 5 - Definition of Member in Good Standing.......................................................... 4
Section 6 - Resignation ....................................................................................................... 5
Article IV - Grievances, Suspensions, and Terminations
Section 1 - Grievances ........................................................................................................ 5
Section 2 - Suspensions ...................................................................................................... 5
Section 3 - Terminations..................................................................................................... 6
Article V - Dues, Assessments and Indemnification
Section 1 - Fixing of Dues .................................................................................................. 6
Section 2 - Payment of Annual Dues.................................................................................. 6
Section 3 - Arrears .............................................................................................................. 6
Section 4 - Assessments...................................................................................................... 6
Section 5 - Initiation............................................................................................................ 7
Section 6 - Liability and Indemnification ........................................................................... 7
Article VI - Executive Board
Section 1 - Composition and Organization......................................................................... 7
Section 2 - Eligibility .......................................................................................................... 7
Section 3 - Terms and Special Conditions.......................................................................... 8
Section 4 - Authority/Responsibilities of the Executive Board .......................................... 8
Section 5 - Executive Board Meetings................................................................................ 9
Section 6 - Special Meetings & Workshops ....................................................................... 9
Section 7 - Authority/Responsibilities of the President...................................................... 9
Section 8 - Authority/Responsibilities of the Vice-President........................................... 10
Section 9 - Authority/Responsibilities of the Treasurer ................................................... 10
Section 10 - Authority/Responsibilities of the Secretary.................................................. 11
Article VII - Committee & Appointive Positions
Section 1 - Standing Committees...................................................................................... 11
Section 2 - Select Committees .......................................................................................... 12
Section 3 - Appointed Positions........................................................................................ 12
Section 4 - Terms and Conditions..................................................................................... 12
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ARTICLES/SECTIONS
PAGE
Article VIII - Membership Meetings
Section 1 - Regular Meetings............................................................................................ 13
Section 2 - Special Meetings............................................................................................. 13
Section 3 - Order of Business ........................................................................................... 13
Section 4 - Notifications to Membership .......................................................................... 13
Section 5 - Quorum and Vote ........................................................................................... 13
Article IX - Nominations and Elections
Section 1 - Election Committee ........................................................................................ 14
Section 2 - Selection of Nominees.................................................................................... 14
Section 3 - Nominations Closed ....................................................................................... 14
Section 4 - General Election ............................................................................................. 14
Section 5 - Absentee Ballots ............................................................................................. 15
Section 6 - Voting Ballot .................................................................................................. 15
Section 7 - Vacancy in Office........................................................................................... 15
Article X - Removal from Office ............................................................................................ 16
Article XI - Amendments to the By-Laws .............................................................................. 16
Section 1 - Amendment Proposals.................................................................................... 16
Section 2 - Vote Required to Amend................................................................................ 16
Article XII - Rules of Order .................................................................................................... 17
The dates that are applicable By-Law Amendments, passed either during a Members Meeting (MM)
or an Executive Board Meeting (EBM), are indicated within parenthesis.
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BYLAWS
Article I - Name of Organization
The name of this not-for-profit corporation shall be The Italian-American Social Club At Palm Coast, Inc.
(hereinafter referred to as "The Club"). Its office shall be located at 45 Old Kings Road, North, Palm
Coast Florida, with a mailing address at P O Box 351067, Palm Coast Fl. 32135-1067. Telephone (386)
445-1893.
Article II - Objectives, Philosophy and Purpose
The objectives and philosophy shall be to provide an organization through which the Americans of Italian
descent, shall seek a means to provide for forming enduring friendships and promote an understanding
and appreciation of the Italian-American heritage. The purpose of the Club shall be to cooperate in
building a better community with prejudice toward none.
Section 1 - Regular Members:
Article III - Membership
(a) Any person born in Italy or of Italian descent, who has attained the age of twenty one (21)
years and is of good moral character is eligible to apply for Regular Membership.
(b) The spouse of a Regular Member shall be required to apply, and maintain Regular
Membership. Regular or Associate Members admitted to membership without their spouse having
joined, prior to January 1, 1986, shall be exempt from this proviso.
(c) An application for Regular Membership shall not be considered, or approved, by the
Executive Board unless sponsored by one or more Regular Members. The application shall
indicate that suitable documentary evidence has been verified by the Membership Committee. No
evidence is required if children of Regular Members in good standing apply for membership.
(d) An affirmative vote of a majority of the Executive Board shall be necessary for admission to
Regular Membership.
(e) Non-Italian persons admitted as Regular Club Members by virtue of their spouse's heritage
shall retain their Regular Membership in the event of divorce or their spouse's demise. If that
non-Italian Regular Member remarries a non-Italian, that spouse will become an Associate
Member regardless of the 15% rule. (MM – 2/16/2005)
(f) If an Associate Member remarries a non-Italian, that new spouse becomes an Associate
Member regardless of the 15% rule. (MM – 2/16/05)
(g) Anyone in the process of a divorce must bring proof of the proceedings to the Board of
Directors for discussion concerning membership and/or dues. Decisions will be made on an
individual basis. (MM – 2/16/2005)
Section 2 - Life Members:
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(a) Life Membership is granted to the following:
1) The original 24 Founding and Charter Members of the IASC.
2) Regular Members who have reached the age of eighty-five (85) while maintaining
good standing for ten (10) consecutive years or more. (Four Score and Five Club).
(b) Life Members are exempted from paying annual dues.
Section 3 - Associate Members:
(a) Any person ineligible for Regular Membership and who supports the objectives of the Club
(Article II), who has attained the age of twenty-one years and is of good moral character, may be
eligible for Associate Membership. (MM – 2/20/2008)
(b) Associate Members shall be ineligible to make, second, move the previous question, and vote
on any Bylaw changes or in any Club elections. Associate Members shall also be ineligible to
run for or hold any Office. Associate Members shall be allowed to vote on all other issues, which
come before the Membership. (MM – 1/21/2009)
(c) Associate Members may be appointed to serve as a Chairperson or as a member of any
Committee. (MM – 1/21/2009)
(d) Associate Members may not serve on the Election Committee.
(e) The spouse of an Associate Member shall also be required to apply for, and maintain
Associate Membership.
(f) An application for Associate Membership shall not be considered or approved by the
Executive Board unless sponsored by one or more Regular Members.
(g) An affirmative vote of the majority of the Executive Board shall be necessary for admission to
Associate Membership.
(h) The maximum limit of Associate Members shall not exceed fifteen (15) percent of the
Regular Membership. If Regular Membership declines and an imbalance occurs between Regular
and Associate Members as a result of the decline, Associate Membership shall be frozen until
such time that an increase in Regular Membership or decrease in Associate Membership corrects
the imbalance.
Section 4 - Honorary Members:
(a) Any person who has rendered some service to the Club or to the Italian-American Heritage
may be invited to become an Honorary Member at the discretion of the Executive Board upon
approval by a majority vote of the Regular Members at any regular or special meeting.
(b) Honorary Members are entitled to full Social Privileges of the Club equivalent to a regular
member. However, they shall be ineligible to vote, run for or hold any office, or serve as a
member of any Committee.
(c) They shall not be subject to the payment of any initiation, or other fees or dues.
Section 5 - Definition of Regular Member in Good Standing:
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(a) A Regular Member shall not be in "good standing" unless (1) dues, assessments and debts
owing to the Club are promptly and currently paid; (2) such Regular Member has been present at,
at least three (3) of the last seven (7) Regular or Special Meetings.
(b) The Executive Board shall establish procedures and designate an individual to maintain an
attendance roster and report to the President, when requested, Regular Members who are not in
"good standing."
Section 6 - Resignation:
(a) Any member may resign from the Club at any time by written notice thereof to the President.
(b) There shall be no pro-rata return of dues or initiation fees upon resignation of membership.
(c) A member who resigns, or has a lapsed membership, may reapply for membership upon
meeting the requirements of Article III, Section 1 or 3, and Article V. (MM – 3/16/2005)
Section 1 - Grievances:
ARTICLE IV - Grievances, Suspensions, and Terminations
(a) Willful misconduct against the Club or any of its members may result in a grievance action.
(b) The complaint/grievance shall be submitted to the Grievance Committee in writing with
specifics.
(c) Following a hearing on the matter, the Committee shall make its recommendations in writing
to the Executive Board for consideration.
(d) The Executive Board must act on the case within thirty (30) days of the receipt of the
Committee recommendation.
(e) The grievance committee shall consist of five (5) members. There shall be a minimum of
three (3) members present at a grievance hearing in order to make a decision, or cast a vote.
(MM – 2/16/2005)
Section 2 - Suspensions:
(a) The Executive Board by majority vote may suspend a member for cause. (Cause is intended
to mean anything producing an effect) The period of suspension shall not exceed six (6)
consecutive months. (MM – 3/16/2005)
(b) A suspended member may not utilize the Club or its facilities either as a member or guest
during the period of suspension.
(c) Any member who acquires a cumulative total of suspensions exceeding twelve (12) months
shall have their membership automatically terminated.
(d) Permission will be granted to a suspended member to enter the premises in order to attend an
outside catered affair, not hosted by the Italian Club. (MM – 3/16/2005)
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Section 3 - Terminations:
(a) Membership may be terminated when the Executive Board determines that a member is no
longer eligible for membership under these By-Laws.
(b) Membership may also be terminated for due cause by the majority vote of the Executive
Board.
(c) Where a membership has been cancelled, the individual(s) may not use the Club’s facilities as
a guest of another member. When a membership has been cancelled due to non-payment of dues
or a resignation, the member(s) may reapply to the Executive Board for review. This shall not
apply to paragraphs (a) and (b) of this Section regarding terminations. If approved, the
member(s) must pay a twenty-five dollar ($25.00) reinstatement fee, current dues and any
outstanding assessments. This shall be provided to the member(s) on a one-time basis only. (MM
– 9/17/2008)
(d) The spouse of an individual whose membership has been terminated may retain membership
under either Section 1 or 2 of Article III.
(e) There shall be no pro-rata return of dues or initiation fees.
Section 1 - Fixing of Dues:
ARTICLE V - Dues, Assessments and Indemnification
For the privilege of membership, initiation and annual dues shall be fixed by the Executive
Board, subject to ratification by 2/3 vote of the Members, a quorum being established. Notice of
the upcoming vote shall be published in La Voce Forte. Operating requirement of the Club, as
determined by its financial status, shall be the criteria used by the Executive Board prior to
presentation of any motion to adjust dues or assessment payments. (MM - 7/21/2010)
Section 2 - Payment of Annual Dues:
Annual dues of Regular Members and Associate Members are due and payable on January 31st.
of each year. Any person admitted to membership subsequent to July 31 shall be entitled to a fifty
percent (50%) reduction for the remainder of that year, but full annual dues shall be due and
payable on January 31st. of the year following admission to membership. (MM – 1/18/2006)
Section 3 - Arrears:
(a) The Membership Committee shall notify members, by publication in La Voce Forte, in
October, November, December and January that any member who has not paid his/her annual
dues by January 31 will be in arrears. Such member may bring his/her membership into current
status upon paying a late fee of 10% by February 28. Any member, who has not paid his/her dues
and late payment by February 28, shall have his/her membership cancelled. (MM – 1/18/2006)
(b) In cases of extreme hardship or mitigating circumstances, any member may submit an appeal
in writing to the Executive Board.
Section 4 - Assessments
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(a) Should it become necessary, in the opinion of the Executive Board, to assess the membership
to meet any special requirements of the Club, the Executive Board shall have the authority to fix
such assessment, subject to ratification by a 2/3 vote of the Members a quorum being established.
Notice of this upcoming vote shall be published in La Voce Forte. Any assessment so established
shall be due and payable on or before the date so fixed. Any member who shall fail to pay any
such assessment by the date so fixed shall automatically be suspended and termination of
membership procedures shall immediately follow. (MM - 7/21/2010)
Section 5 - Initiation:
(a) Applications for membership shall be submitted to the Membership Committee on properly
filled out forms obtained from the Membership Committee, the Executive Board or a Regular
Member, together with the established initiation and applicable dues. In the event the applicant is
rejected by the Executive Board, the initiation and applicable dues shall be returned to the
applicant.
Section 6 - Liability and Indemnification:
(a) No member of the Club or any member of the Executive Board, shall be held liable for any
debt, or for any act, action, or omission of the Club. Except in the case of willful misconduct, the
Club shall indemnify the members/Executive Board, against any liability for an act done by such
members/Executive Board on behalf of the Club.
Section 1 - Composition and Organization:
ARTICLE VI - Executive Board
(a) The Executive Board shall be composed of the following elected officers: President, Vice-
President, Treasurer, Secretary, six (6) Directors. (MM - 7/21/2010)
(b) All elected members of the Executive Board shall be eligible to vote on matters coming before
the Board, except as noted in Article VI, Section 5c. However, the President shall vote only to
break a tie vote.
(c) Executive Board actions and or decisions may be rescinded by a resolution adopted by the
Regular Membership. (Article VIII, Section 5c) All resolutions adopted by the Membership shall
be binding on the Executive Board.
(d) By a majority vote at it's own discretion and when necessary, disbursement of funds not
budgeted, shall not exceed $300.00 per month.
Section 2 - Eligibility:
(a) No person shall be nominated or retain a position on the Executive Board unless that person is
a Regular Member in good standing and has been a Club Member for a minimum of one (1) year.
(b) No member receiving wages from the club shall hold elective office.
(c) No person shall be nominated for President unless that person is a Regular Member of good
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standing and has served at least one (1) year in an Executive Board position at some time during
their tenure as a member.
(d) A husband and wife shall not hold elective office at the same time.
Section 3 - Terms and Special Conditions:
(a) Elective officers shall be filled by a majority vote of the regular members. Officers elected
shall serve for a term of one year, or until their successors have been elected and qualified.
However, should a vacancy occur in the office of President, the Vice-President shall assume the
office of President for the balance of the unexpired term. No person shall serve as President,
Vice-President, Treasurer, or Secretary for more than two (2) consecutive elected terms. No
Member shall serve on the Executive Board more than 5 consecutive years in any combination of
positions, and they shall remain out of office for a full year before they can be reseated.
(b) Directors shall be elected by a Plurality vote, per Article IX, Section 4 General Elections. The
six (6) Directors shall serve for a two (2) year term, three (3) Directors shall be elected during
odd numbered years and three (3) Directors during the even numbered years. No Director shall
serve consecutive full two year terms.
(c) No elected Executive Board Member may simultaneously serve as a Standing or Select
Committee Chairperson, Club Manager or Assistant Club Manager.
(d) Executive Board Members will be automatically resigned upon accepting nomination for any
other electable position within the Executive Board if the remaining term of their current position
is more than two (2) months. Such resignation shall be effective on the day prior to the first day
of the term of office for which he/she was nominated. It is the intention of this sub-section to
preclude said Members from remaining on the Board if he/she loses the election. (MM –
10/15/2003).
Section 4 - Authority & Responsibilities of The Executive Board:
The Executive Board shall:
(a) Be directly responsible to the Membership for the overall management and business affairs of
the club.
(b) Establish and promulgate Policy Directives, Codes of Conduct for Executive Board, Club
Members and employees, Rules and Regulations pertaining to the operation of the Club, Job
Description, duties and responsibilities of various Standing and Select Committees and any
additional documents which may be necessary for the effective and efficient operation of The
Club.
(c) Serve as an Investigative Committee whenever necessary.
(d) Submit an Annual Capital Improvement Budget for approval by the Membership, 3 months
prior to the start of the fiscal year.
(e) Submit an Annual Fiscal Year Operating Budget for approval by the Membership 3 months
prior to the start of the fiscal year. If at any time during the fiscal year, a year end loss is
projected, the Membership shall be notified citing reasons therefore and recommended corrective
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actions for member approval. To this end "A Standard Financial Management Report" shall be
developed which will permit forecasting of estimated profit or loss.
(f) Initiate the auditing of the Club's financial records by a Certified Public Accountant at the
closing of the fiscal year ending on 31 December.
(g) Establish rules for the use of the Club's facilities and attendance at Club functions for
bonafide guests of the members.
Section 5 - Executive Board Meetings:
(a) The Executive Board shall meet officially once a month at the Clubhouse to transact such
business that may require action. The time and date of such meetings shall be established by the
President with Board approval and official notification provided to the Membership.
(b) The Order of Business shall be similar to that of the Regular Membership meeting. (See
Article VIII, Section 3)
(c) Five (5) members of the Executive Board shall constitute a quorum for meeting and voting
purposes. A majority vote shall decide all matters except where specifically stated otherwise in
these By-Laws. A Board Member shall abstain from voting where a conflict of interest is
perceived by either that member or by a majority of the Executive Board.
(d) Executive Board meetings shall be open to the General Membership. However, members will
not be allowed to participate in discussions or actions being deliberated by the Executive Board
unless recognized by the President. A member desiring Executive Board review of a particular
subject or problem must advise the President in writing at least seven (7) days prior to the
Executive Board meeting.
Section 6 - Special Meetings & Workshops:
(a) Special Meetings: In the event of an emergency requiring prompt and immediate action by
the Executive Board, the President, or a majority of the Executive Board may convene a
special meeting to review and resolve the matter. A report shall be made to the Membership at the
next scheduled Membership meeting.
(b) Workshops: The President, may when necessary request Executive Board Members and other
cognizant individuals to attend a workshop meeting to informally discuss specific issues or
problem areas in depth in preparation for formal actions at a regular monthly Executive Board
meeting; however workshops may not be used to circumvent actions scheduled for or normally
taken at the monthly Executive Board meetings.
Section 7 - Authority/Responsibility of the President:
(a) Serve as the Chief Executive Officer of the Club.
(b) Preside at all meetings of the Membership and the Executive Board.
(c) Have general supervision of all business affairs of the Club, subject to Executive Board
approval.
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(d) Be an Ex-Officio member of all Committees, except the Election Committee.
(e) Provide and have printed copies available of an agenda of all known business to come before
meetings of the Executive Board and of the regular monthly and any special meetings of the
Membership. The agenda shall be posted at least two (2) days before each respective meeting.
(f) Sign all contracts made and executed in the name of the Club subject to Executive Board
approval.
(g) Appoint Executive Board Members to serve as an Investigative Committee when necessary.
(h) Appoint with Board approval individuals to serve as Chairpersons for all Standing and Select
Committees and to those Appointed Positions specified in these By-Laws.
(i) Appoint with Board approval, a Regular Member in good standing to temporarily fill a
vacancy on the Board (Article IX, Section 7).
Section 8 - Authority/Responsibility of the Vice President:
(a) In the absence or disability of the President, the Vice President shall have full authority to
perform all the duties and functions of the President.
(b) If the President for any reason needs to vacate the chair during a meeting, the Vice President,
if present, should normally take the chair unless he also because of involvement in the debate
needs to disqualify himself. In such cases, the presiding chair can, subject to approval by the
assembly, appoint a Chairman Pro Tem. (Unanimous approval by the assembly is assumed unless
a member nominates another candidate, in which case the presiding chair's nomination is also
treated as a nominee and the matter is decided by vote.)
(c) If neither the President nor Vice President is present at the start of a meeting, the Secretary or,
in the absence of the Secretary, some other Board Member should call the meeting to order, and
the assembly should immediately elect a Chairman Pro Tem to preside during that session. Such
office is terminated by the entrance of the President or Vice President. (The regular presiding
chair, knowing that he will be absent from a future meeting, cannot in advance authorize another
member to preside in his place.)
Section 9 - Authority/Responsibility of the Treasurer:
(a) Collect all dues, assessments and other funds and deposit same to the account of the Club.
(b) Keep accurate records and accounts of all receipts and disbursements.
(c) Make a report to the Executive Board of all financial matters at the regular monthly meeting
of the Board and to the Membership at its regular monthly meeting. The report shall include a
forecast of capital improvement, expenditures versus approved funds and a forecast of estimated
profit or loss versus the approved operating budget.
(d) Prepare all accounts for audit immediately after closing the books on 31 Dec. and furnish
same to a Public Accountant for the fiscal year audit. (MM - 7/21/2010)
(e) Furnish bond by a duly approved and licensed bonding company in the amount to be
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determined by the Executive Board. The President, Vice President, Treasurer, Secretary and
others designated by the Executive Board shall also be similarly bonded and the premiums shall
be paid by the Club.
(f) Ensure that all checks drawn on Club funds are counter signed by any two (2) of the
following: President, Vice-President, Treasurer, Secretary, Club Manager.
(g) Direct and audit any special financial system and expenditures governing designated
Committees authorized by the Executive Board and these By-Laws.
(h) The Treasurer's records shall be open to inspection by any member during normal hours when
the Club office is open. Such records shall not be removed from the Clubhouse.
(i) In conjunction with the Budget Committee, prepare the Annual Capital Improvement and
Operating Budgets for approval by the Executive Board and the Membership at the October
Membership meeting. These budgets shall cover the period from 1 Jan. to 31 Dec.
(j) Ensure that a monthly inventory of food, beverages and other expendables is conducted. An
inventory team shall be designated in writing to conduct this function. The Club Manager and/or
the Assistant Club Manager shall assist this team.
Section 10 - The Authority/Responsibility of the Secretary:
(a) Make all notices provided for in these By-Laws.
(b) Keep the minutes of all regular, special and Executive Board meetings.
(c) Keep a list of all elected and appointed officials of the Club and a file of past minutes,
correspondence, reports, By-Laws and other pertinent documents.
(d) Conduct all correspondence under the direction of the President and the Executive Board.
(e) In the absence of the Secretary, the President, with approval of the Executive Board, may
appoint a Secretary pro tempore to perform the duties of the Secretary.
(f) The Secretarial Records shall be open to inspection by any regular member during the normal
hours when the Club's office is open. Such records shall not be removed from the Club House.
ARTICLE VII - Committees and Appointed Positions
Section 1 - The Standing Committees of the Club shall be:
A. Budget
B. Building/Grounds
C. By-Laws/Rules and Regulations
D. Publicity
E. Community Affairs & Charitable Donations
F. Grievance
G. Heritage
H. Membership
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I. Newsletter
J. Election
K. Scholarship
L. Sick and Welfare
The Chairperson for the above Committees shall be Members in good standing appointed by the
President and approved by the Executive Board. Committee authority and duties shall be defined
in writing by the Executive Board. (See Article VI Section 4) Committee members shall be
selected by the Chairperson and names submitted to the Executive Board for approval, except for
the Election Committee Members who shall be appointed by the President with the advice and
consent of a majority of the Executive Board. (MM - 7/21/2010)
Section 2 - Select Committees:
(a) Where necessary to accomplish a specific function not under the cognizance of a Standing
Committee, the Executive Board may establish a Select Committee for this purpose. The
selection of Chairperson, Committee Members and duties shall be the same as in Section 1.
Section 3 - Appointed Positions:
The President with Board approval shall appoint individuals to serve in the following positions:
A. Sergeant-At-Arms:
To preserve order during Club meetings.
B. Parliamentarian:
To advise the President on procedure at meetings.
C. Chaplain:
To give invocations at regular meetings.
D. Club Manager:
Responsible directly to the Executive Board for the day to day management of all Club
activities and Club facilities in accordance with written policy and directions as
established by the Executive Board.
E. Assistant Club Manager:
Responsible to the Club Manager for performance of established duties. In the absence of
the Club Manager, have full authority to perform all duties and functions of the Club
Manager.
F. Social Affairs Director:
Responsible to the Club Manager for performance of established duties.
Section 4 - Terms and Conditions:
(a) The names of all individuals for Chairpersons and appointive positions shall be in writing with
authority, responsibilities and duties clearly defined by the Executive Board.
(b) Unless terminated for good cause by a majority vote of the Executive Board, Committee
Chairpersons, Committee Members and individuals in appointed positions shall serve for a period
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of one (1) year commencing with the first regular meeting in June. Additional one (1) year terms
may be served provided that the individual is re-appointed by the President and approved by the
Executive Board. The Club Manager and Assistant Club Manager may not serve as Committee
Chairperson.
Section 1 - Regular Meetings:
ARTICLE VIII - Membership Meetings
Regular Meetings shall be held monthly, except for December, at the Clubhouse on the third (3 rd )
Wednesday of each month.
Section 2 - Special Meetings:
Special meetings of the Club may be called by the President, a majority of the Executive Board or
ten (10%) percent of the regular membership. Notice shall be mailed to members at least five (5)
days before such called meeting and shall state briefly the purpose for which the meeting is called
and shall be limited to that purpose.
Section 3 - Order of Business:
The President shall preside over all Regular Membership meetings and the order of business shall
be as follows:
(a) Call the meeting to order.
(b) Invocation and Pledge of Allegiance of the Flag.
(c) Reading, amending and approval of the minutes of the last Regular Membership meeting as
well as summarizing the minutes of the last meeting of the Executive Board.
(d) Treasurer's Report.
(e) Committee Reports.
(f) Unfinished Business.
(g) New Business.
(h) Announcements.
(i) Heritage, history and good of the order.
(j) Adjournment.
Section 4 - Notifications to Members:
(a) Where the term "noticed", "notified" or "written notice" is used in these By-Laws, the term is
defined as posting on the Club bulletin board and publication in the Club's official newsletter "La
Voce Forte". Receipt of "La Voce Forte" shall be deemed to be the date delivered to the U.S. Post
Office for mailing.
Section 5 - Quorum and Vote:
(a) A quorum shall consist of seventy-five (75) regular members present. In the absence of a
quorum the meeting shall be conducted in accordance with the order of business shown in section
(3) above, however, no matter may be voted on except for approval of the minutes, acceptance of
the Treasurer’s report and to adjourn the meeting.
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(b) A majority of votes cast shall decide matters requiring a vote unless specifically stated
otherwise in these By-Laws.
(c) A Resolution shall require a 2/3 majority vote.
(d) Except for emergency matters which must be resolved immediately, any matter brought forth
under "New Business" either by the Board or the Membership shall not be voted on until the
Membership has been notified as per Section 4 above and placed on the President's agenda.
Section 1 - Election Committee:
ARTICLE IX - Nominations and Elections
(a) The Committee shall consist of five (5) Regular Members in good standing, appointed by the
President with the advice and consent of the majority of the Executive Board not later than
January. An alternate, with the same qualifications, shall similarly be selected. Such alternate will
vote only in the event that a committee member withdraws or abstains from voting. This
Committee shall present at the April meeting all candidates for each office to be filled. It shall be
the responsibility of this committee to present the name of one nominee at any regular or special
meeting called for that purpose, to fill the unexpired term of any Executive Board Member when
a vacancy occurs.
(b) The Committee shall provide ballots for voting serve as tellers and be responsible for the
general conduct and reporting of any election.
Section 2 - Selection of Nominees:
(a) Nominations from the Floor: At the April meeting nominations may be made from the floor
by a Regular member. Members so nominated must be in good standing. No member shall be
nominated for any office without his or her consent.
(b) Members of the Election Committee shall not be eligible to run for office unless they resign
their position on the Committee at least one (1) month prior to establishing the final slate of
nominees. (EBM- 11/13/2003)
Section 3 - Nominations Closed:
Nominations will be closed at the April Membership meeting upon presentation of all nominees.
At this meeting candidates who have been nominated shall officially accept the nomination, be
introduced to the Membership and shall be given the opportunity to advise the Membership of
their qualifications to hold office.
Section 4 - General Election:
(a) The General Election shall be held at the Club House in May prior to the regular meeting. The
polls shall be open from 5:00 pm to 7:00 pm. Voters shall be required to present valid
membership cards in order to vote. Ten percent (10%) of the regular membership casting votes,
including absentee ballots, shall constitute a quorum for election purposes.
(b) Newly elected officers shall take office in June, the start of the new Administrative year. The
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Administrative year shall run from 1 June through 31 May.
(c) Newly elected officers shall attend the May Board of Directors meeting to ensure a smooth
transition of club business.
(d) The period from the May elections to the June Membership meeting shall be utilized by the
new administration in selecting Committees, individuals for appointed positions, and other
actions as may be required to ensure a smooth transition of administrations.
(e) In the event there are no Nominations from the floor at the April General Membership
meeting, at the May General Membership meeting the Secretary shall cast one (1) vote to confirm
the Election Committees recommended candidates to the Executive Board positions.
Section 5 - Absentee Ballots:
(a) Any Regular Member who is unable to attend the General Election meeting in May shall have
the option of securing and signing for an absentee ballot directly from the Election Committee.
Such Member shall complete the ballot, and insert it in a sealed plain envelope which shall then
be placed in a second envelope with the Regular Member’s signature thereon, plainly indicating
that it is an absentee ballot. Finally, this shall be either placed in a third envelope and mailed back
to the IA Social Club - attention of the Chairperson of the Election Committee, or it may be
dropped into the locked ballot box provided in the Club Lobby. Such ballots must be received by
3:00 pm on the day of the May Members Meeting to be valid. The Election Committee will
maintain an audit trail of each absentee ballot issued.
(b) The absentee ballot shall only be available to those members who intend to be away, or are
unable to attend the May General Election meeting.
Section 6 - Voting Ballot:
(a) The Election Committee shall prepare the voting ballot. The names of the respective nominees
for each office shall be listed in alphabetical order and a box provided by each name, as follows:
President [ ] Director [ ]
Vice President [ ] Director [ ]
Treasurer [ ] Director [ ]
Secretary [ ]
(b) Voting shall be by secret ballot, marked by an "X" by the name of the nominee of the Regular
Member's choice, folded and placed in the ballot box. In the event of a tie, the Executive Board
acting as a body shall cast one (1) vote to break the tie.
Section 7 - Vacancy in Office:
(a) A vacancy in an Executive Board position can occur due to one of the following:
(1) Resignation or Termination of Membership.
(2) Death.
(3) Removal from Office.
(b) The existence of a vacancy will be announced at the first Regular Membership meeting or
special meeting and written notice provided to the Membership.
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(c) For any vacancy whose unexpired term will exceed (6) months (other than for the President's
office which is covered in Article VI - Executive Board, Section 3 - Terms and Special
Conditions, para a), nominees to fill the position shall be selected in the same manner as for
General Elections.
(d) Voting shall be by secret ballot unless an alternate method of voting is recommended by the
Board and approved by a 2/3 vote of the Membership.
(e) The period of time from the announcement of a vacancy to holding of elections shall not
exceed three (3) months. In the interim, the President with Board approval shall appoint a Regular
Member in good standing to fill the vacated position for this period.
(f) For any vacancy whose unexpired term is less than six (6) months, the President with Board
Approval, shall appoint a Regular Member in good standing to fill the vacated position for the
balance of the remaining term.
ARTICLE X - Removal from Office
(a) Any Executive Board Member who has been absent from three (3) or more meetings without
cause during any 12-month period (Board and Regular meetings cumulatively) shall be notified,
in writing, ten (10) days before the next regular meeting, or a special meeting of the Board, called
for that purpose, that a hearing will be held in regard to possible removal from office. The
Executive Board member so notified may submit, in writing "just cause" for such absences. Such
Executive Board member may be recognized for debate when the matter is pending before the
Board, but shall not vote thereon. If a majority of the board votes in favor of removal from office
this action shall be submitted to the Regular Members at the next regular meeting, for action. A
vote of 2/3 of the Regular Members, a quorum being present, shall be required to remove such
officer from office.
(b) Any Executive Board member may be removed from office for cause by the affirmative vote
of the Executive Board and/or 2/3 vote of the Regular Membership. (MM - 7/21/2010)
(c) Any Executive Board member who has been absent from six (6) board and regular meetings
cumulatively, during any 12-month period, shall be automatically removed from office,
regardless of cause.
Section 1 - Amendment Proposals:
ARTICLE XI - Amendment to the By-Laws
Any proposed By-Laws change(s) shall be submitted in writing, published in the "La Voce Forte"
and read to the members at a regular meeting, or a special meeting called for that purpose,
preceding the meeting at which action on the proposed amendment is to be taken.
Section 2 - Vote Required to Amend:
By-Laws shall be amended only by a 2/3 vote of the regular members present when the vote is
taken, a quorum being established.
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(a) Any proposed changes or amendments to the By-Laws, that fail to achieve the required 2/3
vote for approval, cannot be brought back to the membership for two (2) years from the date such
change was presented to the membership. All other requirements of Article XI are to remain the
same. (MM – 10/15/2003).
ARTICLE XII - Rules of Order
The latest edition of Roberts Rules of Order shall govern the Club in all applicable cases provided
they are not inconsistent with the adopted By-Laws of the Club.
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Bylaw Co-chairs: Mike and Carol Somma
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