THE AMHERST CLUB Bylaws Voted at Annual Meeting of June, 2007 Updated June, 2009 ARTICLE I Articles of Organization Section 1.1 Name, Location and Purpose. The name and purposes of the Corporation shall be as set forth in the Articles of Organization. The Corporation shall hereinafter be referred to as the Club. The powers of the Club and of its directors and members, and all matters concerning the conduct and regulation of the business of the Club shall be subject to such provisions in regard thereto, if any, as are set forth in the Articles of Organization; and the Articles of Organization are hereby made a part of these bylaws. All references in these bylaws to the Articles of Organization shall be construed to mean the Articles of Organization of the Club as from time to time amended or restated. ARTICLE II Members Section 2.1 Composition. The members of the Club shall be adults living or working in the greater Amherst area who are interested in being of service to the Amherst community and who are willing and able to commit their time and talents to such service. The members shall include people from a wide variety of backgrounds, occupations, and interests. Section 2.2 Categories of Membership A. The term “member” shall refer to members of the Club as so deemed by the Board of Directors who have all the rights pertaining thereto as described in the Articles of Organization, these bylaws and the Policy Manual. B. The Board of Directors may, from time to time, create, change and eliminate additional categories of membership and the criteria, rights and obligations pertaining thereto. Categories of membership and attendant criteria, rights and obligations shall be clearly described in the Policy Manual. Section 2.3 New Members. The Board of Directors shall from time to time determine procedures for the nomination and election of new members. Section 2.4 Dues. The annual dues of each member of this Club shall be assessed by the Board of Directors. The Board of Directors shall have the authority to determine the due date(s) of full or periodic payment(s). Section 2.5 Termination of Membership A. The membership of any member may be terminated for non-payment of dues after written notice from the registrar or for other cause by majority vote of the Board of Directors taken no less than fourteen days after written notice of pending action has been sent to the member in writing. The member may appeal the Board of Directors’ action by request to the President within fourteen days of the date of the written notice. The appeal may be written or by personal appearance. The Board of Directors’ action on the appeal will be by majority vote and will be final. B. A member may resign by written notification to the President. Members are responsible for all dues, debts or other obligations incurred prior to receipt of the letter of resignation. ARTICLE III Meetings of Members Section 3.1 Weekly Meetings The members shall ordinarily meet once each week or as determined by the Board of Directors after notice to all members. Section 3.2 Annual Meetings. The annual meeting of the members normally shall be held during the month of May, on such day and at such hour and place as the Board of Directors may determine. The Annual Meeting shall elect officers and directors to take office on the following July 1st. Section 3.3 Quorum of Members. At any meeting of the members, one- fourth (1/4) of the members shall constitute a quorum. When a quorum is present at any meeting, a majority of the members of all categories thereat shall decide any matter brought before such meeting, except where a larger vote is required by law or by these bylaws. ARTICLE IV Board of Directors Section 4.1 Number. The members at their annual meeting, or at a special meeting called for that purpose, shall elect a Board of Directors to be made up of officers, as listed in Article V, and standing committee chairs, as listed in Article VI. The President shall serve as Chair of the Board. Normally, standing committees shall have one chair, but if co-chairs should be nominated and elected, each co-chair shall be a voting member. Section 4.2 Nominations. At least fourteen (14) days prior to each annual meeting, the Nominating Committee will propose a slate of officers and committee chairs for election at the annual meeting. The members also may make nominations from the floor at the annual meeting. Section 4.3 Elections. All officers, committee chairs/directors shall be elected at the annual meeting by a vote of the members. Section 4.4 Terms and Vacancies. All directors shall serve for one year beginning on the first day of July following their election at the annual meeting. Should any vacancy occur, the remaining members of the Board of Directors shall appoint a member of the Club to fill the unexpired term. Directors may be re-elected. Section 4.5 Powers. The Board of Directors shall have and may exercise all the powers of the Club except such as are conferred upon the members by law, by the Articles of Organization or by these bylaws. Section 4.6 Regular Meetings. Regular Meetings of the Board of Directors shall be held at such places and at such times as the Board may by vote from time to time determine. Section 4.7 Special Meetings. Special meetings may be called by the President or two or more directors by giving notice of the time and place to the directors by email, telephone or otherwise. Section 4.8 Quorum and Voting. At any meeting of the directors, a majority of the directors then in office shall constitute a quorum for the transaction of business. When a quorum is present at any meeting, a majority of the members thereat shall decide any matter brought before such meeting, except where a larger vote is required by law or by these bylaws. Section 4.9 Decision-Making by Other Means. When Board action is required quickly and a meeting is not possible, the President or two or more directors may initiate a conference call or an e-mail message tree wherein all members of the Board of Directors may hear or read one another’s comments, with a vote to follow. A majority of the directors then in office shall be required for the transaction of any business by such means. Section 4.10 Resignations and Removals. Any director or officer may resign at any time by delivering his or her resignation in writing to the President or Secretary or to a meeting of the Board of Directors. The members of the Board may, by vote at any meeting called for the purpose, remove from office any director or officer, with cause. Any director or officer may be removed from office, for cause, at any meeting called for the purpose by a vote of two-thirds (2/3) of all the directors. ARTICLE V Officers Section 5.1 Election The officers of the Club shall consist of a President, a Vice President, a Treasurer, a Secretary, and a Registrar. All officers shall be elected by the members at their annual meeting or at a special meeting called for that purpose. Section 5.2 Terms and Vacancies Each officer shall serve for one year beginning on the first day of July following his or her election at the annual meeting. Should any vacancy occur, the Board of Directors shall appoint a member of the Club to fill the unexpired term. Each officer shall have such duties and powers as are commonly incident to the office described in these bylaws and in the Policy Manual. Officers may be re-elected. Section 5.3 President The President shall have general charge and control over the management of the ordinary affairs of the Club and the development of its programs. The President shall preside at all meetings of the Board of Directors and the members and shall be ex-officio (without vote) a member of all committees except the Nominating Committee. Section 5.4 Vice President In the President’s absence, or in the event of his or her inability to act, the Vice-President shall perform the duties of the President. The Vice-President shall serve as Chair of the Allocations Committee. He or she shall, if elected, succeed the President for the following year. Section 5.5 Secretary The Secretary shall conduct the correspondence of the Club and keep the records of all decisions made at meetings of the members and the Board of Directors. In the absence of the Secretary from any such meeting, the presiding officer shall appoint a Secretary pro tem to record the proceedings thereof. At the end of each year, the Secretary shall transmit minutes, copies of correspondence, any other records and the Policy Manual to the Archives Committee. Section 5.6 Treasurer The Treasurer shall collect all membership dues and communicate their receipt to the Registrar. The Treasurer shall have responsibility for all funds of the Club, which shall be disbursed by him or her only on order of the Board of Directors or of the President. He or she shall maintain the official financial records of the Club and shall give a financial report at each meeting of the Board of Directors when it is called for. Section 5.7 Registrar The Registrar shall maintain the official roster of membership in the Club, shall prepare and mail periodic dues notices to the membership, and shall, upon action by the Board of Directors, notify committee chairs of new members, changes in membership status, resignations and changes in address, phone number and e-mail address of all members. At the end of each year, the Registrar shall transmit the records of that year to the Archives Committee for inclusion in the historical records of the Club. ARTICLE VI Committees Section 6.1 Standing Committees There shall be the following standing committees, whose chairs shall be elected at the annual meeting and who serve as directors of the Club: Activities, Archives, Allocations, Attendance, Communications, Fundraising, Membership, Nominating, and Program. The Vice President shall chair the Allocations Committee. The responsibilities of these committees shall be set forth in the Policy Manual. Section 6.2 Special Committees Special committees may from time to time be created and their chairs appointed by the President with the approval of the Board of Directors. Their responsibilities shall be set forth in the Policy Manual. Chairs of special committees are not voting members of the Board of Directors. Section 6.3 Quorums and Decision-making Procedures. Committees shall determine their own quorums and decision-making procedures. ARTICLE VII Fiscal Year Section 7.1 Fiscal Year. Except as from time to time otherwise prescribed by the Board of Directors, the fiscal year of the Club shall extend from July 1 until the following June 30. ARTICLE VIII Policies Section 8.1 Policy Making Policies of the Club shall be determined by vote of the Board of Directors. Section 8.2 Policy Manual A hard copy of all policies shall be kept in a Policy Manual maintained by the Secretary. Each policy shall be dated and signed by the Secretary. Any changes to a policy previously voted shall be entered as an amendment to that policy. Section 8.3 Consonance with Articles of Incorporation and Bylaws Policies of the Club shall be consonant with the Articles of Organization and these bylaws. They shall be numbered in such a way that their relevance to a particular article of the bylaws is made clear. ARTICLE IX Amendment of Bylaws Section 9.1 Amendments. These bylaws may be amended only by the action of the members at a meeting at which a quorum is present by a vote of two thirds (2/3) of all members present, provided that a notice that the bylaws will be subject to amendment(s) shall have been mailed to each member at least ten (10) business days before such a meeting. Notices via e-mail to those members requesting same shall meet the notification requirements if they are sent at least ten (10) business days in advance of such a meeting. ARTICLE X Parliamentary Authority Section 1.1 Parlimentary Authority. The rules contained in the current edition of Robert’s Rules of Order shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Club may adopt. ARTICLE XI Indemnification Section 11.1 Trustees, Officers, and Serving at Club Request. In addition to any other rights to which such persons may be entitled by contract or otherwise under law, the Club shall indemnify, and defend and save harmless any person, his or her heirs, executors and administrators, against any cost, expense (including attorneys’ fees and amounts paid in settlement), fine, penalty, judgment and liability reasonably incurred by or imposed upon him or her in connection with any action, suit or proceeding, civil or criminal, to which he or she may be made party or with which he or she shall be threatened, by reason of his or her being or having been a director or officer of the Club or serving or having served at the request of the Club in any capacity in any other organization unless with respect to any matter he or she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Club, and in criminal actions or proceedings, in addition, he or she had reasonable cause to believe that his or her conduct was unlawful, and except with respect to any matter as to which he or she shall be adjudicated in any proceeding to be liable to the Club or any member thereof for damages arising out of his or her action. Such indemnification may, to the extent authorized by the Board of Directors, include payment by the Club of expenses incurred in defending a civil or criminal action or proceeding, upon receipt of a written undertaking by the person indemnified to repay such payment if he or she shall be not entitled to indemnification under this article, which undertaking may be accepted without regard to the financial ability of such person to make repayment. Section 11.2 Settlements. The Club shall not be obligated to reimburse the costs of settlement to which it has not agreed. If in any action, suit or proceeding, including any appeal, within the scope of this Article, the person to be indemnified shall have unreasonably failed to enter into a settlement thereof offered or assented to by the opposing party or parties in such action, suit or proceeding, and acceptable to the Club, then, notwithstanding any other provision hereof, the indemnification obligation of the Club to such person in connection with such action, suit or proceeding shall not exceed the total of the amount at which settlement could have been made and the expenses incurred by such person prior to the time such settlement could reasonably have been effected. Section 11.3 Employees and Agents; Subsidiaries. The Club may, but need not, to the extent authorized from time to time by law and by the Board of Directors or members, grant rights to indemnification, and to the advancement of expenses, to any member, employee or agent of the Club or to any officer, employee or agent of its subsidiaries to the fullest extent of the provisions of this Article and may impose such conditions and limitations thereon as the Board of Directors deems appropriate. Section 11.4 Contracts; Effects of Amendment. Nothing contained in this Article shall affect any rights to indemnification to which Club employees, agents, members, directors, officers and other persons may be entitled by contract or otherwise under law. No amendment or repeal of the provisions of this Article that adversely affects the right of a person to be indemnified under this article shall apply to any such person with respect to his or her acts or omissions prior to such amendment or repeal without his or her written consent. |
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