Revised: December 2004
The Constitution of the Club establishes the fundamental format of the organization. The Bylaws support these fundamental provisions and provide a working basis for conducting the Club's business.
ARTICLE I. OFFICERS
The President shall be the chief officer of the Club, shall preside at all meetings of the Board of Directors or general membership at which she/he is present, and in general shall perform all duties incident as may from time to time be assigned to her/him. The President shall be an ex-officio member of all committees.
In the absence of the President or in the event of her/his inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned to her/him, and shall be an ex-officio member of all committees.
The Secretary shall keep the minutes of the Board of Directors in books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws and as required by law; be custodian of Club records; be responsible for a current record of the Club's membership; keep a register of the post office address of each Director which shall be furnished to the Secretary by such Director; and in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned.
If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of her/his duties in such sum and with such surety or sureties as the Board of Directors shall determine. She/He shall have charge and custody of and be responsible for all funds and securities of the Club; receive, and give receipts for, monies due and payable to the Club from any source whatsoever, and deposit all such monies in the name of the Club in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; and in general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned.
ARTICLE II. BOARD OF DIRECTORS
- The Board of Directors will include the four (4) elected officers, and four (4) at-large representatives, at least one (1) for each county in Indiana represented by the club, and one (1) from Illinois.
- Meetings of the Board of Directors shall be called by the President and notice of such meetings shall be given at least one week in advance.
- At any meeting of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business at such a meeting. Members-at-Large shall be included as part of the quorum for and be able to vote on the transaction of business at any meeting of the Board of Directors. Any Director may resign at any time by giving written notice to the Secretary of the Club or through the Board of Directors. Any Director may be removed from office at any time with or without cause by affirmative vote of at least five (5) of the Directors. Vacancies occurring in the Directors in such position through committee chairmanship will be filled by appointment of the President.
- Vacancies occurring in individual Directors through elected officers shall be filled by vote of the general membership. Directors either so appointed or elected shall serve the remainder of the term of the vacancy.
- A summary of business transactions to the Board of Directors must be reported to the general membership at the next regular membership meeting.
ARTICLE III. STANDING COMMITTEES
Committees to fulfill various specific functions may be formed by the corporation. These general committees may be formed from time to time by the Board of Directors as the need arises. Officers acting on committees shall act ex-officio.
- Standing committee reports shall be made to the Board of Directors on a regular basis or when requested by the President of the organization.
- Committee members shall be included as part of the quorum for and be able to vote on the transaction of business at any meeting of the Board of Directors.
ARTICLE IV. CONTRACTS, LOANS, ETC.
The Board of Directors may authorize any office or officer to enter into any contract or execute and deliver any instrument in the name and on behalf of the Club and such authority may be general or confined to specific instances and unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Club by any contract or to pledge its credit or to render it liable monetarily for any purpose or to any amount.
- Checks, Drafts, Etc.
All checks, drafts, or other orders for the payment of other money, notes, or other evidences of indebtedness issued in the name of the Club shall be signed by the President and/or the Treasurer. A financial report shall be submitted monthly for Board to review all/any check expenditures.
All funds of the Club shall be deposited to the credit of the Club under such condition and in such banks, trust companies, or other depositories as the Board of Directors may designate or as may be designated by any Officer or Officers or agent or agents of the Club to whom such power may, from time to time, be delegated by the Board of Directors and for the purposes of such deposit any person or persons to whom such power is so delegated may endorse, assign, and deliver checks, drafts, and other orders for the payment of money which are payable to the order of the Club.
ARTICLE V. FISCAL YEAR
The fiscal year of the Club shall begin on the first day of January and end on the 31st day of December in each year. The Board of Directors shall conduct an audit of the books and records of the Club on an annual basis prior to the conclusion of each fiscal year. A financial report shall be published and made available to club members at least once a year.
ARTICLE VI. PROXIES
No voting shall be permitted by proxy at any meeting of the members, Directors, or any other committee of the Club. Absentee vote may be submitted via email to the President. Absentee vote must be received twenty-four (24) hours prior to general election.
ARTICLE VII. LIMITATION OF LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
No person shall be liable to the Club for any loss or damage suffered by it on account of any action taken or omitted to be taken by her/him as a Director or Officer of the Club in good faith, if such person (a) exercised or used the same degree of care and skill as a prudent woman/man would have exercised or used under the circumstances in the conduct of her/his own affairs, or (b) took or omitted to take such action in reliance upon advice of counsel for the Club or upon statements made or information furnished by Officers or employees of the Club which she/he has reasonable grounds to believe.
In case any action, suit, or proceedings, to which any person may be made a party on account of action taken or omitted to be taken by her/him, as a Director or Officer of the Club, shall result in the entry of final judgment in her/his favor or be dismissed as to her/him, the Club shall reimburse or indemnify her/him for or against all costs and expenses reasonably incurred by her/him in connection therewith. In case any such action, suit or proceedings shall result in a settlement and if in the judgment of a disinterested majority of the Board of Directors or of any disinterested committee or group of persons to whom the question may be referred by the Board of Directors, any such person was not negligent or guilty of bad faith in relation to the matters complained of therein, the Club shall reimburse her/him for or indemnify her/him for or against all costs and expenses reasonably incurred by her/him in connection therewith, other than for any sums paid to the Club.
The provisions of this Article shall be in addition to and not in limitation of any other rights, indemnities, or limitations of liability.
ARTICLE VIII. RULES OF ORDER
The meetings of the Club and or the Directors shall be conducted in accordance with Roberts Rules of Order except where such rules are contrary to the provisions of the Constitution or Bylaws of the Club which provision in that event shall prevail.