Optimist Club of Norman -Bylaws
CLUB NUMBER 07061
Effective December 2010
ARTICLE I – NAME
This Club shall be known as the Optimist Club of Norman, Inc. d/b/a The Norman Optimist Club, an affiliate of Optimist International.
ARTICLE II – MISSION
By providing hope and positive vision through the members of this Club, this Club will bring out the best in children, families, our Members, and our community.
ARTICLE III – MEMBERSHIP
Membership in this Optimist Club shall represent adults, who are persons of good character, from the business, social, and cultural life of the community. All memberships shall be held by individuals and shall not be transferable.
ARTICLE IV – ADMISSION TO MEMBERSHIP
Section 1: Members shall be admitted to the Club according to policies and procedures established by the Board of Directors. Such policies and procedures shall, at a minimum, include the following:
- an affirmative vote of a majority of the Board of Directors in order for a person to become a member,
- a fair opportunity for the membership to comment upon or object to a person’s admission to membership,
- a requirement for all prospective members to submit to a criminal background check,
- a requirement that should the Board of Directors fail to act in a timely manner on a person’s request or application to become a member, that the members may call and convene a special meeting of the members to act on such request or application.
Section 2: The Club shall not discriminate in the terms, conditions, or eligibility of a person for membership on the basis of race, color, creed, religion, gender, sexual orientation, age (if eighteen years of age or over), disability, or national origin.
Section 3: Persons admitted as “Friends of the Club” under the Optimist International Friends Program shall be admitted pursuant to policies and procedures established by the Board of Directors and Optimist International. Friends of the Club shall enjoy all rights and privileges of Club membership, subject only to any explicit terms, conditions, and restrictions established by Optimist International.
ARTICLE V – TERMINATION OF MEMBERSHIP
Section 1: Any member may resign from the Club provided that all dues and fees have been paid.
Section 2: Any member who is two (2) or more months in arrears in the payment of dues or fees to the Club may be suspended from membership. He or she will be provided written notice by the Secretary. Upon payment of arrears within 30 days of said notice, the member’s suspension shall end automatically. If such member has not paid within said 30 days, his membership shall automatically be terminated and the secretary shall so notify him of that termination.
Section 3: Any member charged with conduct unbecoming an Optimist or with any act prejudicial to the best interests of the Club or Optimist International, and against whom such charges are sustained after opportunity to appear before the Board of Directors in his or her own defense, may be expelled from membership, at the discretion of the Board of Directors. Upon such action by the Board of Directors, the Secretary shall immediately notify the member in writing, of said action.
Section 4: In case of the resignation or expulsion of any member, the Secretary shall immediately notify Optimist International and all members of the Club of such action.
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.
Section 6: As used in this Article, “Conduct unbecoming an Optimist” shall mean conduct, including conduct in a member’s personal life, that tends to bring discredit upon the Club or Optimist International, including, for example, committing a criminal act that constitutes a felony or crime of dishonesty or deceit; taking improper advantage of youth; or engaging in acts that would warrant the member being expelled from coaching or participating in the Club’s sports or activities programs.
ARTICLE VI – DIRECTORS
Section 1: There shall be a Board of Directors which shall consist of the officers of the club and a minimum of 6 at large, elected members. Directors shall serve for a period of two years or until their successors are duly qualified and elected and half of the at large directors shall be elected every year. In the event of a directorship becoming vacant for any reason, such vacancy shall be filled by the Board of Directors, and the appointee shall serve for the duration of the term of the individual being replaced.
Section 2: The Board of Directors shall have control and management of the Club’s activities, determine all policies, elect, dismiss and discipline members and generally supervise the affairs of the Club.
Section 3: The Board of Directors shall meet on at least a monthly basis. The President or any three members of the Board of Directors may call additional or special meetings; provided, three day’s advance notice of such meetings must be given to all officers and directors. A majority of the Board of Directors must actually be present to constitute a quorum for the transaction of business. Unless a majority of the Board affirmatively votes otherwise, members of the Board may be present at a meeting via teleconference, videoconference, SKYPE, or similar communications equipment, application, or technology. A majority vote of those present at a meeting shall be necessary to give effect to any action of the Board.
Section 4: Any member of the Board of Directors who is absent from three consecutive board meetings, or the majority of the last six meetings, shall be deemed to have abandoned her or his position. In that event the Board of Directors shall appoint a successor to fill the position prior to the next regular Board Meeting. Notice of said action shall be mailed to all members by the Secretary.
Section 5: When a vote of the Board is required between meetings, the President or any three Board Members may call for an electronic vote via email. For electronic voting to represent an action of the Board, the following conditions must be met: a) a majority of the total number of board members must vote thereby ensuring a quorum of the Board has voted; b) an electronic vote, to be counted, must be received within an established voting period of not be less than twenty-four (24) hours and not more than three (3) days; c) all electronic votes shall be made public to the Board; and, d) the call for such votes shall be kept and recorded with the records or minutes of the Board. The Board shall implement reasonable measures to verify that each vote cast was from a board member with voting rights. Electronic voting may not be used to adopt, amend, restate or repeal these Bylaws.
Section 6: Officers and Directors shall not receive any salaries, wages, or other compensation for their services as such. No person being paid monetary or in kind compensation by the Club shall be eligible to serve as an Officer or member of the Board of Directors. Provided, that Officers and Board Members may be reimbursed for reasonable and necessary expenses incurred pursuant to established and written expense reimbursement policies of the Club.
Section 7: A person shall not be eligible to serve as an Officer or member of the Board of Directors if related to the first degree by blood or marriage to a person serving as a member of the Board of Directors.
Section 8: No member of the Board of Directors shall serve more than two consecutive terms in a particular Board position unless such member was elected to complete a term created by a vacancy and has served not more than 50% of such vacated term. In those cases, the Board member is eligible to complete the vacant term and serve the member’s own two consecutive terms.
Section 9: The Board of Directors shall obtain and maintain insurance coverage and/or bonds for potential claims and liabilities associated with practices of directors, officers, members, agents, and employees, including, but not limited to, dishonest practices and crime.
Section 10: The Board of Directors shall enact and maintain an appropriate Conflict of Interest Policy to ensure the tax exempt status and continuing operation of the Club in the best interests of the children, families, and communities the Club serves.
Section 11: In the event the Board of Directors decides it would be in the best interests of the Club to hire and retain a paid Executive Director, Chief Executive Officer, Athletic Director, Club Administrator, Sport Director(s), Director(s) of Player or Sport Development, or similar compensated position, the Board shall perform such hiring and retention in compliance with all state and federal laws and regulations governing executive compensation for nonprofit entities, including, but not limited to, IRS rules, policies, and procedures by which nonprofit entities may create a rebuttable presumption that the hiring, transactions and payments to the compensated person are lawful, reasonable, and consistent with maintaining tax exempt status.
Section 12: Every member of the Board of Directors and employees of the Club elected, appointed, or hired on or after September 21, 2016 shall be indemnified by the Club against all reasonable expenses and liabilities, including counsel fees, necessarily incurred by or imposed upon such member of the Board of Directors or employee in connection with any threatened action, pending action or completed action, suit or proceeding, whether civil, criminal, administrative or investigative to which (s)he may be made a party or in which (s)he may become involved by reason of being a member of the Board of Directors or employee, or any settlement thereof, whether or not (s)he is member of the Board of Directors or employee at the time such expenses are incurred, if (s)he acted in good faith and in a manner (s)he reasonably believes to be in or not opposed to the best interests of the Club. This indemnification shall not apply in such cases where the affected member of the Board of Directors or employee is found not to have acted in good faith or in a manner reasonably believed to be in or not opposed to the best interests of the Club or where the person is adjudged guilty of fraud, willful misfeasance, or malfeasance in the performance of their duties. Indemnification may be denied when (a) the member of the Board or employee received an improper benefit, including but not limited to the individual’s participation in theft, misappropriation or unlawful diversion of Club funds or property, or an excess benefit or self-dealing transaction; (b) for a criminal proceeding against the board member or employee relating to a crime committed against the Club or the theft or misappropriation of Club funds or property; or (c) in an action brought by or on behalf of the corporation if it is determined that the indemnitee did not meet the standard of conduct required under this section. Provided, that in the event of a settlement, the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interest of the Club. The provisions of this section shall be applicable to actions, suits or proceedings pending at the adoption of these bylaws or commenced after the adoption of these bylaws, whether arising from acts or omissions occurring before or after the adoption hereof, and to members of the Board of Directors and employees who have ceased to render such service, and shall inure to the benefit of the heirs, executors and administrators of the members of the Board of Directors and employees referred to in this section. This indemnity agreement shall not inure to the benefit of any indemnitor, insurer or surety or bonding company.
ARTICLE VII – OFFICERS
Section 1: The officers of the Club shall be the President, the President Elect, the Immediate Past President, the Secretary, and the Treasurer. No person may serve in the capacity of more than one Officer at a time.
Section 2: PRESIDENT. The President shall serve as the presiding officer of the Club, preside at all meetings of the membership and the Board of Directors, be an ex-officio member of all committees, exercise general supervision over Club affairs, manage community relations, and perform such other duties as are ordinarily incumbent upon a President. The President shall represent the Club in all relations with Optimist International and the District and perform a like function in their behalf in relation to the Club. The President shall be an authorized signer on Club bank account(s) and official checks. The President shall attend all duly called District meetings or, in the case of absence for good reason, provide for the Club’s representation by an accredited representative or proxy.
Section 3: PRESIDENT-ELECT. The President-Elect shall assist the President and gain the necessary experience, training and knowledge to assume the office of the President; shall assume the duties of President in his/her absence, resignation, or termination from office; and shall succeed to the office of President on the first day of following the end of the President’s one year term.
Section 4: IMMEDIATE PAST PRESIDENT. The Immediate Past President shall serve as a member of the Board of Directors during the year immediately following the President’s term; and shall serve as the Chair of the Nominating Committee. The Immediate Past President shall, in addition to the President and Treasurer, be an authorized signer on Club bank account(s) and official checks.
Section 5: SECRETARY. The Secretary shall keep and maintain the minutes of all meetings of the Board of Directors and Members, business meetings and all records of membership, attendance and service to the Club, in the form and manner prescribed by the Board of Directors. The Secretary shall deliver the minutes of all such meetings to the Board of Directors before the next regularly scheduled meeting, and shall ensure that all approved minutes are posted on the Club website. The Secretary shall prepare and serve notice of all Club general and special Board and Membership meetings. The Secretary shall also prepare and file all reports required by Optimist International, District administration and generally perform such duties as are ordinarily incumbent upon a Secretary.
Section 6: TREASURER. The Treasurer shall be the custodian of the funds of the Club. The Treasurer shall serve as the Chair of the Finance Committee. The Treasurer shall be an authorized signer on all Club bank account(s) and official checks. The Treasurer, along with the President, shall sign all Board authorized contracts and obligations of the Club. The Treasurer’s duties shall include, but not be limited to, the supervision and handling of the following: all Club accounts payable and accounts receivable; fees, dues, and monies collected and disbursed; reconciliation of Club bank statements; reviewing all Club payments on a monthly basis to ensure they are consistent with contracts and obligations of the Club as authorized by the Board of Directors.; providing the Board with monthly financial reports; issuance of Form 1099s and W2s to appropriate persons as required by law; preparing end of year financial statements and reports; working in consultation with the Board to prepare budgets for the upcoming fiscal year; and generally performing such duties as are ordinarily incumbent upon a Treasurer. The Board of Directors may, as reasonable and necessary, retain the services of qualified accounting professionals to assist the Treasurer in performing these duties.
Section 7: STATUS OF VICE PRESIDENT ELECTED AT SEPTEMBER, 2016 ELECTIONS. The Vice President elected at the September, 2016 Club elections shall hold such office until the date that new officers and directors take office pursuant to the next regular election cycle of the Club. Effective upon that date, the office of Vice President shall be abolished. The person holding the office of Vice President shall be eligible for nomination and election to any officer or director position slated for election at the next regular election following the September, 2016 elections.
Section 8: In the event an Office becomes vacant by resignation, termination from office, death, or otherwise, the Board of Directors shall, prior to the next regularly scheduled Board Meeting, appoint a successor to serve the remainder of the Officer’s term.
ARTICLE VIII – ELECTION PROCEDURE
The election of Club officer(s) and Directors should be completed not later than April 30.
Section 1: Officers and Directors shall be elected at an April Annual Meeting of the Members according to the procedures set forth in this Article. The first annual election to be held under these bylaws shall be held in April of 2018.
Section 2: No later than twenty (20) days prior to the date of the Annual Meeting, the Nominating Committee shall present a slate of candidates for each board and officer position to be elected. The slate shall consist of one nominee candidate per position.
Section 3: The Secretary shall, no later than fifteen (15) days prior to date of the Annual Meeting, serve notice of the slate of candidates, along with the date, time, and place of the Annual Meeting and election, upon all members and friends of the Club.
Section 4: The President shall serve a term of one year after serving a term of one year as President- Elect. The President-Elect shall serve a term of one year as President-Elect, and then the succeeding year, shall serve a term of one year as President. The Immediate Past President shall serve a term of one year as Immediate Past President after completing a term of one year as President. The Secretary, Treasurer, and non-officer Members of the Board of Directors shall serve terms of two years. The Secretary and half of the at large Members of the Board of Directors shall be elected in even numbered years. The Treasurer and half of the at large Members of the Board of Directors shall be elected in odd numbered years. The President-Elect shall be elected each year.
Section 5: Separate balloting shall be conducted for each office and director position to be elected. A plurality of the votes cast shall be required to elect. In the case of directors, if the number of nominees exceeds the number of vacancies, the required number receiving the highest number of votes shall be declared elected.
Section 6: Only members and “friends (as defined by Optimist International bylaws, policies, and procedures)” of the Club in good standing shall be eligible to hold office or vote. Members and friends of the Club may make nominations for officers and directors in writing to the Secretary prior to the election, or from the floor at the Annual Meeting.
Section 7: Voting shall be by individuals, and no person may cast more than one vote. Proxies will not be recognized.
Section 8: No Club President who has served a full one year term as President shall be eligible to succeed himself or herself the year following his or her term.
Section 9: All officers and directors shall assume the responsibilities of their respective offices on the thirtieth day after the date of their election.
Section 10: In the event the Board of Directors should fail to conduct the election of officers and directors as specified in this Article in a timely manner, any member of the Club may provide written notice to the Secretary and President of the Club demanding that such election be held within thirty (30) days of the date of the Notice. If the election has not been held within such thirty (30) days, the members shall be authorized to convene, meet, and conduct the election of officers and directors. In this event, any three (3) members or friends of the Club in good standing may provide the election meeting Notice required under Section 3 of this Article, and such Notice will be sufficient whether it does or does not include a slate of candidates. At any such member convened election meeting, the members shall be entitled to elect a Special Presiding Officer and Recording Secretary for the purpose of conducting, recording, and reporting the results of the election. The members may further, by majority vote of those actually in attendance, declare all Club offices and director positions vacant, and proceed to fill all such positions by election. The results of such election shall be final and binding upon the Club so long as such election has been held in compliance with Sections 5 through 8 and Section 10 of this Article. Compliance with Article IX, Section 2 of these bylaws will not be required for the member meeting or the election to be valid.
Section 11: The Secretary shall report the results of all elections and appointments of Club officers to Optimist International and the District immediately.
ARTICLE IX – MEETINGS
Section 1: Regular meetings of the Club shall be held at such time and place as may be determined by the Board of Directors.
Section 2: Special meetings may be called by the Presiding Officer, or by the Secretary upon receipt of a written request signed by at least five (5) members in good standing. Every member shall be notified in writing at least three days in advance of the special meeting and advised what business will be considered. No other business may be conducted at the meetings.
Section 3: 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 4: The current edition of Robert’s Rules of Order (or Code Morin for French-speaking Clubs) shall govern all deliberations of this organization and its Board of Directors except as otherwise provided in these bylaws.
ARTICLE X – REVENUE
Section 1: Each new member of the Club shall pay a membership fee of $80.00, or such other alternative, lawful fee arrangement as the Board may vote to adopt as a policy and procedure of the Club. Notice of any such policy and procedure shall be provided to the Members. Payment of said fee, or compliance with such alternative fee arrangement, shall be a prerequisite for admission to membership, payable on demand of the Treasurer.
Section 2: Annual dues thereafter shall be $50.00 per member, payable in advance, or such other alternative, lawful fee arrangement as the Board may vote to adopt as a policy and procedure of the Club. The Board may provide for each fully paid life member to be excused from payment of annual dues in whole or in part. Each fully paid life member shall be privileged, at a minimum, to deduct from payment of dues the amount equal to the dues payable by the Club to Optimist International for each member.
Section 3: The Board of Directors may plan or recommend the raising or accumulations of revenue from sources other than those stated in this article.
Section 4: All funds, to which the public or members have contributed for the specific purpose of financing charitable, educational or civic activities of the Club, shall be used solely for those purposes and separate records of such funds shall be maintained.
Section 5: The fiscal year of the Club shall be from October 1 of each year until September 30 next following.
Section 6: The books and accounts of the Club shall be kept in accordance with generally accepted accounting principles. The Board of Directors shall arrange for an annual audit by a certified public accountant nominated by the financial committee and appointed by the Board of Directors. A copy of all financial statements, reports, budgets, completed audits, and tax returns of the Club shall be made available to any member of the Club upon request.
Section 7: No officer, director, employee, agent, or representative of the Club is authorized to incur a financial obligation on behalf of the Club in an amount exceeding $250 without first having obtained the approval of the Board of Directors, or an amount exceeding $75 without first having obtained the approval of the Treasurer and the President. Any financial obligation of the Club in excess of $1,000 shall be reduced to and/or documented in writing and approved by the President and Treasurer in writing.
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 this Club. At a minimum, the Club shall maintain nominating, financial, marketing/public relations, bylaws/legal, facilities, and sport committees for any and all regular sports programs offered by the Club.
Section 2: At least two members of the financial committee shall be persons who do not currently serve as officers or directors of the Club.
Section 3: In any case not otherwise provided for in these bylaws, the President shall appoint the chair and members of all committees.
ARTICLE XII – MISCELLANEOUS
Section 1: In recognition of the benefits and services available to this Club and its members through its affiliation with Optimist International, this Club shall exercise its rights and privileges of participation in the government and activities of Optimist International. This Club shall provide for its proper representation at all meeting and conventions of Optimist International and the District. It shall provide for such representation when preparing the annual budget.
Section 2: The Board shall abide by the requirement of regular meetings as set forth in Article IX, Section 2 of these bylaws. Regular meetings shall mean, at a minimum, that member meetings are held at least once every quarter during the course of each calendar year.
Section 3: Any person elected to membership in this Club shall be deemed to have accepted these bylaws and the Bylaws of Optimist International, and shall be bound by them in all respects as if he or she had been a member at the time of their adoption.
Section 4: The Board of Directors shall provide for the prompt payment of all dues and other obligations to Optimist International and to the District, and shall require the prompt completion and submission of all reports required by Optimist International and the District.
Section 5: These bylaws shall be reviewed annually.
ARTICLE XIII – NOT-FOR-PROFIT ORGANIZATION
Section 1: This Club is organized and shall operate as a not-for-profit organization and shall be Initial here incorporated within the state/provincial/ national statutes as such. The Club is organized and to adopt shall operate exclusively for charitable and educational purposes set forth in Section 501(c)(4) 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; to promote an active interest in good government and civic affairs; to inspire respect for the law; to promote patriotism and work for international accord and friendship among all people; 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 wellbeing of humankind, community life and the world.
ARTICLE XIV – AMENDMENTS
Section 1: Any amendment to these bylaws must be in conformity with the Bylaws of Optimist International, shall be adopted by a two-thirds (2/3) vote of the members present at any meeting, provide written notice of the proposed amendments and date of such meeting shall have been given the members at least two (2) weeks prior thereto.
Section 2: All amendments to these bylaws must be submitted to Optimist International for approval.
ARTICLE XV – DISSOLUTION
Section 1: 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 or the Optimist International Foundation, organized and operated exclusively for charitable, educational, religious, or scientific purposes as 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.