BY-LAWS COMMUNITY NEWCOMERS CLUB
NAME, PURPOSE, OFFICES AND FISCAL YEAR
1.1 Name. The name of this organization shall be the Community Newcomers Club (hereinafter referred to as the “Club”), a non-profit 501 (c) (7) organization.
1.2 Purpose. The purpose of this organization shall be to develop the friendship and social spirit with new residents and to aid in their assimilation into the citizenship of their new community in the Morgantown, West Virginia area.
1.3 Location of Office. The principal office of the Club shall be maintained at the current President’s residence in Morgantown, WV or at such other place designated by vote of the Board.
1.4 Fiscal Year. The club’s fiscal year shall begin July 1st and end on June 30th.
MEMBERSHIP AND MEETINGS
2.1 Membership. The membership of the Club shall be open to all residents of the Morgantown area and shall not be limited as to numbers or to duration of membership.
2.2 Dues. Yearly dues are due and payable in April⁄May prior to the beginning of the Club’s fiscal year. In order to have a member’s name printed in the Community Newcomers Club directory, dues must be paid no later than the September luncheon of the current club year.
2.3 Member Benefits. Membership shall commence with each member’s payment of yearly dues and shall include the right to hold office, to participate in all activities of the organization, and to receive all regular notices and bulletins.
2.4 Establishing Dues. The Board shall establish the following year’s dues by the final meeting of the fiscal year.
2.5 Regular Meetings (Luncheons). The Club’s regular meetings shall be held on the third Tuesday of most months at 11:30 AM. Reservations are required and must be made one week prior to the luncheon. If a member cannot attend the luncheon after making their reservation, that member must cancel the reservation at least five days before the day of the luncheon. If the reservation is not cancelled by the set time, the member is responsible for paying for the lunch or finding a paying replacement attendee. The luncheon schedule is listed in the Community Newcomers Club Directory.
2.6 Coffees. Coffees shall be held on the first Wednesday of most months, from 10:00a.m. until noon, usually held in homes of members. No reservations are necessary and the schedule is in the Community Newcomers Club Directory.
2.7 Guests. Guests are permitted to attend two (2) functions prior to joining.
2.8 Club Meetings. Business may be transacted at any Club meeting in which a quorum is present. A quorum shall consist of ten percent (10%) of the membership.
BOARD OF DIRECTORS
3.1 General Powers. The Club shall be directed and managed by a Board of Directors (said members referred to herein, collectively, as the “ Board” and singularly as “Director”).
3.2 Board. The Board shall consist of a minimum of seventeen (17) and a maximum of twenty-four (24) voting persons, each of whom shall be a Director, with the total number of Board members to be determined by a majority vote of a quorum of the Directors then serving.
3.3 Number. The composition of the Board shall consist of: (a) five (5) Officers: President, Vice President, Secretary, Treasurer and Assistant Treasurer and (b) twelve (12) Directors or such other number as shall be determined by a vote of the Board. The twelve Director positions may include but are not limited to the following areas of coordination or interest:
1. Coffee Director;
2. Program Director;
3. Luncheon Director;
5. Hospitality and Membership Director;
6. Interest Group Director;
7. Newsletter Director;
8. Publicity Director;
9. Special Activities Director;
10. Directory Director;
11 Community Awareness Director; and
12. Website Director.
3.4 Election and Qualification. The Board shall be elected at the April luncheon meeting for the following fiscal year. Directors shall hold office until the end of their term or June 30th prior to the commencement of their successor’s term on July 1st.
3.5 Term of Directorship. Each Director shall serve a one (1) year term, without a limit to the number of successive years so served.
3.6 Resignation. Any Director may resign at any time by first providing written notice of such resignation to the Board.
3.7 Removal. Any member of the Board may be removed by a vote of the Board, with or without cause when deemed in the organization’s best interest.
3.8 Vacancies. Any vacancy in the Board may be filled by the President. Any Director so appointed shall hold office until the next succeeding annual election of Directors and⁄or until the election and qualification of his or her successor.
3.9 Regular Meetings. The Board shall hold at least five meetings during the fiscal year. All Directors are required to attend the meetings, at the time and place designated by the Chair. Any member may attend regular meetings.
3.10 Special Meetings. Special meetings of the Board may be called by the Secretary, upon request of the Chair or at the written request of the number of Directors which constitutes a quorum of the Directors in office and entitled to vote.
3.11 Consent to Action without Meeting. Any action or resolution that may be taken at a meeting of the Directors may be taken without a meeting if written consent is first provided by the Board in office and entitled to vote. This written consent may be either by email or facsimile and shall be maintained with the Secretary’s records.
3.12 Notice of Meetings; Agenda. Notice of all Board meetings shall be provided in writing by regular mail, email, hand delivered, or facsimile at least 48 hours in advance of the meeting. Notice of any meeting need not specify the purpose of or the business to be transacted at such meeting, but the Chair or a designee shall prepare an agenda for each meeting which, to the extent feasible, shall be provided to all Directors before the meeting.
3.13 Quorum⁄Proxy. The presence of a majority, or at least fifty-one percent (51%) of the Directors in office and entitled to vote shall constitute a quorum and either the President or Vice President shall attend. Directors shall be deemed as present at a meeting if a telephone or other means of communication enabling all attendees to hear each other is used. Any Director who cannot attend a meeting is entitled to designate a proxy to act in their place and stead, provided however, that the Director shall be responsible for informing the Secretary of the proxy and shall submit a proxy notification form prior to the meeting. A proxy shall be counted when considering the Board composition towards a majority and for all voting purposes to the same extent that the Director would be considered.
3.14 Voting. Each Director shall be entitled to one vote on each matter submitted to a vote by the Board. A matter, issue or election subject to vote shall be considered affirmatively approved when a majority of the quorum present (51% or more) vote their affirmative approval. A matter or topic may be brought before the Board for a vote, via email, provided that each Director replies with an email message which: (1) acknowledges their waiver of any request for discussion or further information on the matter or topic; and (2) affirms their approval or disapproval on the matter or topic brought before the Board for a vote. This requirement shall apply to all references within these bylaws which require a vote.
3.15 Duty of Loyalty⁄Conflicts of Interest. An actual or potential conflict of interest exists when any of the following exists: An officer or Director has an ownership, management, employment, investment or compensation relationship with an organization with which the Club does or proposes to do business. The Board shall provide guidance to a Director to assist in determining areas of actual or potential conflict of interest. Each Director shall avoid conflicts and shall act to further the best interests of the Club. When an area of conflict arises, the Director with the conflict shall recuse himself or herself from discussing or voting on the subject and shall leave the room while the matter is discussed or voted upon. Meeting minutes shall reflect details where conflicts of interest are disclosed.
3.16 Record of the Board. The Secretary of the Board shall keep a record of its meetings, resolutions and proceedings, which shall be verified by the signatures of the Chair and Secretary.
3.17 Participation in Meeting by Telephone. Any one or more Directors may participate in any meeting of the Board, or of any committee thereof, by means of a telephone or similar communications equipment, but only if, by means of such equipment, all persons participating in the meeting can hear each other. Any Director so participating in a meeting shall be considered present for the purpose of determining a quorum. Any vote of the Directors taken at any such meeting may be taken orally and shall have the same effect and validity as though the Director was physically present.
3.18 Maintenance of Non-Profit Status. It shall be the responsibility of the Board to see that the Club’s activities are consistent with the organization’s intended non-profit status under Section 50l(c)(7) of the Internal Revenue Code and the provisions of West Virginia law, and subsequent amendments thereto, if any.
3.19 Delegation of Authority. The Board may delegate authority to any agent or establish any committee in order to accomplish the Club’s purposes.
3.20 Attendance at Meetings. Each Director shall be expected to be regular in attendance at Board meetings. A majority of the Board may recommend removal of any Director failing to meet this expectation.
3.21 Special Committees. The members of the Board shall be expected to serve on special committees required to carry out the Board’s purpose.
3.22 Standards of Care and Fiduciary Duties. Each Director shall stand in a fiduciary relation to the Club and shall perform his or her duties as a Director, including duties as a member of a committee, in good faith, in a manner the Director reasonably believes to be in the best interests of the Club and with such care, including reasonable inquiry, skill and diligence, as a person in ordinary prudence would use under similar circumstances.
3.23 Miscellaneous. The Board of Directors shall be the governing and policy-making body for all activities of the Club, including the governing body responsible for approval of any amendments to the articles of incorporation, bylaws or corporate charter.
3.24 Budget. The Board shall adopt a budget at the beginning of each fiscal year conforming to its program of work and will require not less than quarterly financial reports.
OFFICERS AND DIRECTORS
4.1 Officers. Officers of this Club shall consist of a President, a Vice-President, a Secretary, a Treasurer and an Assistant Treasurer with such powers and duties not inconsistent with these bylaws, as may be elected or appointed by the Board (referred to individually as “Officer” or collectively as “Officers”). The Board at their discretion may require the Treasurer and any officer to give bond for the faithful discharge of their responsibilities.
4.2 Directors. All Officers shall be Directors. When the Treasurer is unavailable, the Assistant Treasurer will serve in the Treasurers capacity for all Treasurers responsibilities. The Director positions shall also be served by one Director for each area of coordination served, including, but not limited to Coffee Director; Program Director; Luncheon Director; Historian Director; Hospitality and Membership Director; Interest Group Director; Newsletter Director; Publicity Director; Special Activities Director; Directory Director; Community Awareness Director; and Web Director.
4.3 Nominations. At the first Board meeting in the first quarter of the calendar year, the Board will form a Nominating Committee to develop a slate of candidates to be presented at the April luncheon meeting. Nominees selected will be contacted about their willingness to serve.
4.4 Nominating Committee. The Nominating Committee shall present a slate of Officers and Directors at the April meeting. Additional nominations may be made from the floor.
4.5 Election and Term of Office. Each Officer and Director shall be elected at the April meeting or a special meeting designated therefore, and each Officer and Director shall serve a term of one (1) year and until the Officer’s and Director’s successor is duly elected and takes office. Each Officer’s and Director’s duties shall be generally defined when the person is elected.
4.6 Installation of Officers and Directors. Officers and Directors will be installed at the May luncheon and their date of service shall commence on July 1st.
4.7 Removal and Resignations. Any Officer or Director may be removed by a vote of the Board whenever, in the judgment of the Board, removal serves the best interests of the Club. Any Officer or Director may resign at any time by first providing written notice to the Board or President, and the acceptance of such resignation shall not be necessary to make it effective.
4.8 Vacancies. The President may appoint the person to fill a vacancy in any office or club Position, with said person appointed to serve for the unexpired portion of the term.
4.9 Chair of the Board. The President will serve as the Chair and shall preside at all Board meetings and shall have general supervision of all business of the Board and perform such other duties as may be imposed by law or by the Board. In the absence of the President, the Vice President shall serve as Chair.
DUTIES OF OFFICERS AND DIRECTORS
5.1 President’s Responsibilities. The President shall preside at all meetings of the Club, as chair, and shall perform duties belonging to the office as stated in Robert’s Rules of Order. The President shall require an internal financial audit once per fiscal year.
5.2 Vice President. The Vice President shall preside at meetings and assist the President as necessary or requested. In the absence of the President at any meeting, the Vice President shall serve as Chair.
5.3 Secretary. The Secretary shall keep all written records of meetings and distribute a copy of the previous board minutes to the President prior to each Board meeting. The Secretary shall keep these records available for the next person filling this office. The Secretary shall be responsible for all official correspondence and shall send cards when appropriate. (appreciation, get well, sympathy, congratulatory, etc.).
5.4 Treasurer. The Treasurer shall be custodian of the Club funds and shall collect all fees and donations, pay all bills and report the state of the treasury at meetings when called upon to do so. The Treasurer shall keep a record of all members and their addresses and communicate the names of new members to Directors, as necessary. The Treasurer or Assistant Treasurer shall be available at each luncheon to sign in attendees.
Assistant Treasurer. This person shall assume all duties when the Treasurer is unavailable
and shall assist the Treasurer at luncheons.
5.6 Coffee Director. This Director shall: coordinate coffee refreshments and supplies (including urns, cups, napkins, forks, condiments, etc.) (The Board will be responsible for the baked items at the first coffee in September).
5.7 Program Director. This Director shall: (a) plan hosts, speakers or entertainment for
each luncheon and coffee; (b) provide this information to the Directory Director by August 1; (c) first receive Board approval prior to engaging any proposed speaker; and (d) reserve and confirm each luncheon speaker and send a Thank-You note to each speaker. Sales presentations may not be part of any program.
5.8 Luncheon Director. This Director shall: (a) select the restaurant and menu for each luncheon; (b) obtain a signed contract with each participating restaurant; (c) confirm the reservation prior to the luncheon; (d) provide this information to the Directory Director by August 1; (e) accept reservations from members prior to the luncheons; and (f) attend each luncheon.
5.9 Historian. This Director shall take pictures of activities and speakers and keep a log and scrapbook of the Club functions.
5.10 Hospitality and Membership Director. This Director shall: (a) contact new people and invite them to meetings; (b) collect and provide information to the Directory Director; (c) send copies of current newsletters to prospective members to inform them of club activities; (d) keep an up-to-date list of all members with name, address, telephone number, email address and birthdate (month and day). (Birthdates will be published in the newsletter during the appropriate month.); (e) provide the Club’s official nametags for each member at each luncheon and coffee; (f) provide the Guest Registry and Member Information Sheets at each luncheon and coffee (Each Member Information Sheet shall be dated and included in the Membership Director’s Notebook.); (g) greet members at each function; and (h) order and place flyers of invitation with the Chamber of Commerce, Convention Center, Real Estate Agencies, etc.
5.11 Interest Group Director. This Director shall (a) coordinate the interest groups of the Club and find a Chairperson for each group; (b) notify the Newsletter Directors of the functions of each group for publication in the Newsletter; (c) develop new interest groups for the Club as directed by the desires of the membership; and (d) maintain contact with the groups through the Chairperson.
5.12 Newsletter Director. This Director shall: (a) publish the Newsletter at least four (4) times annually, with the publication schedule presented to the Board at the first Board meeting for approval and publication in the directory; (b) attend board meetings and remind the officers of the importance of submitting information for publication in a timely manner; (c) oversee edits to the newsletter prior to final printing and⁄or posting on the website (copies will be printed and distributed to members without internet access; and (d) prepare address labels, buy stamps and present receipt to Treasurer for reimbursement and, when the newsletters are printed, fold, stamp, and mail the newsletters to the membership. (There should be a return address on each newsletter.)
5.13 Publicity Director. This Director shall: (a) notify the local newspapers in writing of each Club function; and (b) request publication in the Calendar of Events or club news. The notification shall be made in sufficient time prior to the event (at least two weeks prior).
5.14 Special Activities Director. This Director shall: (a) plan several special events to be held during the year for the members, said planning to be carried out well in advance of each event; and (b) notify the Newsletter Directors of events for publication.
5.15 Directory Director. This Director shall: (a) update the directory for the present club year, including the name, address, telephone number, email address, birth date, and date joined for each member; (b) have sufficient copies of the directory printed for distribution at the October luncheon; (c) include not only member information in the directory, but also dates and places of luncheons, coffees, special activities and names of the current officers as the Board directs.
5.16 Community Awareness Director. This Director shall inform and educate the membership about the needs and volunteer opportunities in the community, as approved by the Board.
5.17 Website Director. This Director shall: (a) provide oversight and updates to the Club’s website; and (b) inform the Club of content changes and updates to the website.
5.18 Bonds. At the direction of a vote by the Board, any position may be required to be bonded in order to protect the Club, its directors, officers and members.
6.1 Committees. The President, as deemed necessary, may appoint committees to serve Club-related purposes. A committee shall terminate and cease to operate when the committee’s purpose has been achieved or completed.
6.2 Assistants. The President, as deemed necessary, may appoint assistants to the directors to facilitate the execution of their duties.
LIMITATIONS OF PERSONAL LIABILITY OF DIRECTORS
7.1 Directors’ and Officers’ Liability; Indemnification. The Directors and Officers of the Club shall not be personally liable for loss to the Club or third party claims against the Club, except in the event of intentional misconduct or as otherwise provided by law. The Club shall maintain general liability and Director’s and Officers Insurance, in amount approved by the Board through a vote or by resolution. The Directors and Officers Insurance coverage shall cover each Director and Officer and indemnify them against liability for acts taken by the Board or Officers pursuant to their responsibilities as a Director or Officer or both.
7.2 Directors’ and Officers’ Preservation of Rights. Any repeal or modification of these Bylaws or resolutions passed by the Directors shall not adversely affect the rights of a Director, including the rights to indemnification from liability. The rights conferred by these Bylaws shall continue as to any person who has ceased to be a Director and shall inure to the benefit of the heirs, executors and administrators of such person.
8.1 Indemnification. It shall be the policy of the Club to indemnify any person who serves or has served as a Director or Officer against expenses (including attorneys’ fees), judgments, fines, taxes, penalties, interest, and payments in settlement, in connection with any threatened, pending or completed action, claim, complaint or proceeding, and to pay any such expenses in advance of the final disposition of any such action or proceeding, to the full extent authorized by the Code of West Virginia or other applicable law, as amended, upon finding as shall be requisite or appropriate under said section; and the Club is empowered and authorized to purchase and maintain, at the Club’s expense, insurance on behalf of any Director, Officer, employee or agent against any liability asserted against them or arising out of their status as such, whether or not the Club would have the power to indemnify them under the provisions of said section.
8.2 Mandatory Advancement of Expenses to Directors and Officers. The Club shall pay the insurance deductible expenses incurred by the Club in defending or appearing as witness in any civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding; however, said advancement shall be repaid by the Director or Officer if it shall ultimately be determined that the Director or Officer is not entitled to be indemnified by the Club as provided in Article Seven or Article Eight herein.
8.3 Scope of Indemnification. Indemnification under these Bylaws shall not be made in any case where a court determines that the alleged act or failure to act which gave rise to a claim for indemnification is expressly prohibited by law.
8.4 Indemnification Rights Generally. Each Director and Officer shall be deemed to act in reliance upon the rights of indemnification and advancement of expenses provided in these Bylaws.
8.5 Procedure for Effecting Indemnification. Unless first ordered by a court or affirmed by an applicable insurance underwriter, any indemnification provided for under these Bylaws shall be made only following determination that indemnification is proper and the person seeking indemnification has met applicable standard of conduct. Such determination shall be made either by a majority vote of a quorum of the Board (excluding the person seeking indemnification) or, if a quorum is not available or feasible, by independent counsel in a written opinion.
RESTRICTIONS ON OPERATIONS AND ADMINISTRATION OF FUNDS
9.1 No Private or Political Beneficiaries. Consistent with the organization’s non-profit purpose and applicable federal and state law, the following restrictions shall apply: no part of the earnings of the non-profit corporation shall inure to the benefit of any private individual; no substantial part of the activities of the non-profit corporation shall be used for lobbying; and the non-profit corporation shall not engage in any political campaign activities on behalf of or in opposition to any candidate for public office.
9.2 No Violation of Purpose. Under no circumstances shall any Director or Officer make any distribution or expenditure, engage in any activity, hold any assets or enter into any transaction whatsoever the effect of which under applicable federal or state law will cause the corporation to lose its status as a 501(c)(7) organization.
9.3 Tax Records. The corporation shall maintain at its principal office a copy of its application for non-profit status and tax returns filed with the Internal Revenue Service. To the extent required by law, such documents shall be made available during regular business hours for inspection by any person requesting to see them.
9.4 Annual Report. The Club shall furnish its members annual financial statements, which may be consolidated or combined statements of the Club that include a balance sheet as of the end of the fiscal year, and an income statement for that year. Financial statements shall be prepared for the corporation on the basis of generally accepted accounting principles.
CONTRACTS, CHECKS AND DEPOSITS
10.1 Contracts. The President and any other Officer or Club representative authorized by the Board or these bylaws may enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Club, and such authority may be general or specific.
10.2 Checks and Notes. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Club may be signed by the treasurer, or the assistant treasurer or the president.
10.3 Books of Account. The Treasurer shall keep correct and complete books and records of account, which shall be open to inspection at any reasonable time by the Board or its executive officers. The Board may designate an auditor or accountant to conduct an audit of the books and records of the Club.
10.4 Deposits. All Club funds shall be deposited promptly to the credit of the corporation in such banks, financial institutions, trust companies or other depositories as the Board directs.
10.5 Borrowing. No loan shall be contracted on behalf of the Club and no evidence of indebtedness shall be executed or issued in its name, unless first authorized by resolution passed by a majority of a quorum of the Board voting upon said action.
10.6 Fiscal Year. The fiscal year of the Club shall begin on the first day of July and end on
the last day of June of the following year.
10.7 Loans to Officers and Directors. No loan shall be made by the Club to any Director or Officer.
11.1 Robert’s Rules of Order shall be the authority for the procedure of meetings.
AMENDMENT OF BYLAWS
12.1 These articles may be amended by a vote of the Board, provided that the proposed
amendment shall have been submitted in writing and read at the immediately preceding regular meeting.
12.2 Consistent with Tax Exempt Status. Amendments to these Bylaws must be consistent with the Club’s non-profit purpose and its intended non-profit status under Section 501(c)(7) of the Internal Revenue Code.
DISSOLUTION OF ORGANIZATION
13.1 Dissolution. If the purpose of the organization ceases to exist or the membership and⁄or resources of the organization diminish to the point that the purpose of the organization is unattainable, a resolution of dissolution may be offered to the membership. All members of record will be notified by mail of the proposed resolution, and the date, time, and place that a vote on the resolution will be held. The vote will be conducted as outlined in Article XII of the bylaws of the organization.
13.2 Liquidation of Assets. In the event of dissolution of the organization or in the winding up of its affairs or other liquidation of its assets, the club’s property shall not be conveyed to any organization created or operated for profit or to any individual for less than fair market value of such property; all assets remaining after all debts and expenses of the non-profit club have been paid or provided for shall be conveyed or distributed by the Board of Directors to one or more organization qualifying for the exemption afforded by Section 501(c)(3) of the Code. Any such assets not so distributed shall be disposed of pursuant to an order by a court or competent jurisdiction, exclusively for such purposes or to such organization or organizations as said court shall determine.
14.1 Effective Date. These Bylaws shall take effect and be in full force from and after their adoption by the Board.
14.2 Adoption Date. Adopted by the Club at a meeting held in Morgantown, West Virginia, on the 27th day of August, 2008.
This instrument was prepared,
with unanimous consent of the Board of Directors, by:
Nancy E. Trudel, Attorney at Law
3701 Swallowtail Drive
Morgantown, WV 26508