By-Laws
Junior Welfare League By-Laws
Amended By-Laws
of
The Junior Welfare League of Enid, Oklahoma
A Corporation
Adopted on March 2, 2015
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, on the 30th day of December, 2014, a minimum of (9) Active Members of this Corporation submitted these proposed Amended By-Laws to the President, Vice President Parliamentarian, and to the Board of Directors of the Corporation, and WHEREAS, on the 29th day of January, 2015, the proposed amendments were published for the membership of the corporation, and WHEREAS, on the 2nd day of March 2015, the Amended By-Laws hereinafter set forth were ratified at a duly called meeting in which a quorum was present by a two-thirds vote of the Active Members of THE JUNIOR WELFARE LEAGUE OF ENID, OKLAHOMA, A CORPORATION. THEREFORE, by virtue of the ratifications as hereinabove set forth, all previous Constitutions and/or By-Laws of THE JUNIOR WELFARE LEAGUE OF ENID, OKLAHOMA, A CORPORATION are hereby revoked, and the following Amended By-Laws are adopted, effective as of the 2nd day of March 2015.
ARTICLE I
GENERAL PROVISIONS
Section 1. NAME OF ORGANIZATION. This organization shall be called THE JUNIOR WELFARE LEAGUE OF ENID, OKLAHOMA, A CORPORATION.
Section 2. OFFICES. The principal office of the Corporation for the transaction of business shall be in Enid, Oklahoma. Additional business offices may be established at such other places as the Board of Directors may, from time to time, designate.
Section 3. REGISTERED OFFICE AND AGENT. The Corporation shall maintain a registered office in the State of Oklahoma, which may, but need not be, the same as its present place of business. The Corporation shall also have and continuously maintain in the State of Oklahoma, a registered agent on whom service of summons may be had, which registered agent must be an individual resident of this State, whose address is identical with the registered office of this Corporation. The Board of Directors shall have
authority to appoint and/or change, from time to time, the registered office of this Corporation in the State of Oklahoma, and the registered agent of this Corporation.
Section 4. CORPORATE SEAL. The Corporate Seal of this Corporation shall be as adopted by the Board of Directors. Such Corporate Seal, as adopted, shall be impressed upon the margin of these Amended By-Laws.
ARTICLE II
MEMBERSHIP
Section 1. CLASSES OF MEMBERSHIP. There shall be four (4) classes of membership in this Corporation. These classes of members are described as Active Members, Provisional Members, Sustaining Members, and Honorary Members. The Board of Directors of this Corporation may establish such other classes or types of membership as they determine will be advantageous and beneficial to the Corporation, and said Board of Directors shall have full authority to establish annual dues and the times such dues shall be paid for each class of membership.
Section 2. ELIGIBILITY FOR MEMBERSHIP. Provisional Members shall be accepted once a year. To be eligible for membership, prospects for Provisional Membership must comply with the following criteria:
A. Be sponsored by one Active Member, one Provisional Member, one Honorary Member, or one Sustaining Member, which member shall honestly and objectively answer all questions on an application form approved by the Board of Directors. Such sponsoring Member must be in good standing as of December 31st of the current year. Good standing of active and provisional members shall be defined by the then current Credit and Hours Policy. If the sponsor is an Honorary or Sustaining Member, an Active or Provisional member will be required to co-sign.
B. Be over twenty-one (21) years of age and have been a resident of the Enid area for a minimum of three months at the time of the final due date of the application form.
C. Be accepted by at least a two-thirds vote of the Admissions Committee, which Committee shall be comprised of at least 5 members of the Executive Board, 1 Honorary or Sustaining member, and 3 Active Members. The Admissions Committee shall be appointed by the President, and the Chairperson of such Committee shall be the Vice President Parliamentarian. It shall be the duty of the Admissions Committee to investigate the applications presented to it before rejecting or approving them. The members of the Admissions Committee are not to divulge any of their investigation to anyone. The names of the members of the Admission Committee shall not be published or available to anyone. An invitation for Provisional membership will be extended when the applications have been approved by the Admissions Committee and when a majority of the voting membership of the Corporation has voted in favor of accepting such application at the February meeting of the Corporation each year.
D. Such applications for new members must be presented no later than January 15 of each year.
Section 3. LIMITATIONS ON SPONSORSHIP FOR PROVISIONAL MEMBERSHIP. The following shall be limitations upon sponsorship for application for Provisional membership:
A. An Honorary or Sustaining Member in good standing as of December 31st of current year may Sponsor three (3) prospects for Provisional Membership during each provisional application process. Good Standing of Honorary and Sustaining Member(s) is defined by Article II; Section 11D of these Amended By-Laws.
B. Active Member or Provisional Member in good standing as of December 31st of current year may either sponsor or co-sign for a maximum of (3) three prospects for Provisional Membership during each provisional application process.
Section 4. PROVISIONAL MEMBERSHIP. Provisional Members shall be the prospects who have been accepted for Provisional membership in the Corporation. Such Provisional Members must fulfill all requirements listed for Provisionals in the current Credit and Hours policy to the satisfaction of their Provisional Chairperson and the President. A majority of the Board of Directors may grant time extensions for completing the requirements to obtain Active Membership in the Corporation. Provisional Members shall have voting rights in the Corporation beginning in January of their provisional year.
Section 5. ACTIVE MEMBERSHIP. Active Members are those members who have completed the requirements of the Provisional Membership in the Corporation. Active Members shall carry on the active work of the organization and shall have one vote at all membership meetings on all separate issues coming before said meetings. Active Members must attend all required meetings, unless absence is excused. The policy of excused absences shall be established by a majority of the membership as established by Credit and Hours and shall be furnished to all of the Active Members in the Corporation. Active Members are required to give any and all services to the Corporation as requested by the Executive Board.
Section 6. SUSTAINING MEMBERSHIP. Sustaining Members are those members who have completed a minimum of six (6) years of required Corporation work and have petitioned the Board of Directors in writing for such membership. Personal leave in excess of six months shall not be counted toward the six year requirement. Petitions for Sustaining Membership must be presented to the Board of Directors prior to the May board meeting of each year. Sustaining Members may attend meetings but shall not hold an Officer position in the Corporation. One member of the Sustaining Membership shall be elected as Chairperson of Sustaining Members by a majority of the voting membership of the Corporation. Sustaining Members shall not have voting rights in the Corporation, except that the Sustaining Membership Chairperson shall have one vote on all separate issues at any Corporation meeting. Sustaining Members may continue to do active work in the Corporation if they so desire.
Section 7. HONORARY MEMBERSHIP. All past Presidents of the Corporation shall automatically be eligible for Honorary Membership. In addition, the Executive Board may recommend members for Honorary Membership to the Board of Directors. Any recommended member(s) shall have served on the Executive Board, have completed a minimum of six (6) years of required Corporation work, and have given distinguished service to the Corporation. Honorary Membership becomes effective immediately upon a majority vote of the Board of Directors accepting such members as deserving of Honorary Membership. Honorary Members may attend meetings but shall not hold an Officer position in the Corporation. One member of the Honorary Membership shall be elected as Chairperson of the Honorary Members by a majority of the voting membership of the Corporation. Honorary Members shall not have voting rights in the Corporation, except that the Honorary Membership Chairperson shall have one vote on all separate issues at any Corporation meeting. Honorary Members may continue to do active work in the Corporation if they so desire.
Section 8. TRANSFERRED MEMBERSHIP. Members in good standing of comparable league corporations or organizations in other communities may be eligible for membership in this Corporation, the type of such membership to be determined by a majority of the Board of Directors. Once an application has been made for a transfer of membership, such applicant must complete the provisional requirements as prescribed by a majority of the Board of Directors and be approved for membership by a majority of the Board of Directors.
Section 9. RESIGNATION AND REINSTATEMENT. Any resignations or reinstatement to membership must be based upon the following provisions:
A. Any Active Member or Provisional Member who desires to resign from the Corporation in good standing must submit a written resignation to the Corresponding Secretary. The Corresponding Secretary shall request the Board of Directors to act upon such request and the Board of Directors shall act to either accept or deny the request in good standing. In the event that the request for resignation in good standing is denied, then said petitioning Active Member or Provisional Member must either resign or continue to fulfill all of the duties and assignments required by such membership.
B. Former Active Members in good standing may be reinstated upon a written request to the Board of Directors. In the event that such former Active Member is reinstated, they shall be obligated to serve a three (3) month probationary period upon requirements as established by a majority of the Board of Directors.
C. Former Provisional Members wishing to be reinstated must submit a written request to the Board of Directors requesting admission to the new Provisional class. A majority vote of the Board of Directors shall be required to reinstate such former Provisional Member to the new Provisional membership class.
Section 10. LEAVES OF ABSENCE. An Active Member or a Provisional Member may file a written application with the Board of Directors requesting three (3) consecutive months leave of absence, such application to state the reason and dates of leave requested. A majority of the Board of Directors, acting in their discretion, may accept or deny the application. In the event that the application is accepted, the petitioning member’s required credit hours shall be reduced as stated in the current Credit and Hours Policy. In the event that said application is denied then said petitioning Member must either resign or continue to fulfill all of the duties and assignments required by such membership. An Active Member may submit a written request to the Board of Directors for personal emergency leave for a period of time not to exceed one full year. Such application shall state the reasons and anticipated dates for the leave. In the event the Board of Directors grants personal emergency leave, the Member will be exempt from all hours and requirements during the duration of said leave. Personal emergency leave in excess of six (6) months shall not be counted toward the six year requirement for Sustaining Membership.
Section 11. FORFEITURE OF MEMBERSHIP. Any class of membership in the Corporation may be forfeited upon any one of the following occurrences:
A. Nonpayment of membership dues as prescribed by the Board of Directors of the Corporation.
B. Refusal or inability, as determined by the Board of Directors, to perform the requirements as written in the current Credit and Hours Policy. In the event that this occurs, there shall be given fifteen (15) days written notice to such defaulting member and such defaulting member shall be given the opportunity for a hearing before the Board of Directors. A majority of the Board of Directors shall determine whether or not there has been refusal to perform the requirements as written in the current Credit and Hours Policy and shall also determine whether or not such refusal warrants forfeiture of membership.
C. In the event that any member has three (3) unexcused absences in a twelve (12) month calendar period from any required meeting or function of the Corporation. Members must contact the Recording Secretary to request to be excused from General Meetings prior to the General Meeting in order to receive an excused absence, as described in the current Credit and Hours Policy.
D. Any member, having forfeited their membership as provided herein, may not again make application for or become a member of this Corporation. Provided, however, that in regard to Honorary and Sustaining Membership, in the event of nonpayment of dues for two (2) consecutive years, an Honorary or Sustaining Member shall automatically be considered inactive. Any inactive Honorary or Sustaining Member may regain the active Honorary or Sustaining Membership by the payment of two (2) years of dues at the current rate. Only Honorary or Sustaining Members whose dues are paid current shall be accorded the privileges of their active Honorary or Sustaining Membership status. An Honorary or Sustaining Member must have active status to be considered in good standing with the Corporation.
ARTICLE III
MEMBERSHIP MEETINGS
Section 1. ANNUAL MEMBERSHIP MEETINGS. Annual meetings of the members of this Corporation shall be held on the 1st Monday of February of each year, at which time an election to replace the Officers whose terms have expired shall be held. The time and place of this meeting is to be determined by the Board of Directors. If this annual meeting is not held when described, a majority of the Board of Directors shall cause a meeting in lieu thereof to be held as soon as conveniently may be done thereafter, and any business transacted or elections held at such meeting shall be as valid as if transacted or held at the annual meeting of the members.
Section 2. REGULAR MONTHLY MEMBERSHIP MEETINGS. Monthly membership meetings may be held at times and places as determined by the President and approved by the Executive Board of Directors during the months of September through May of each year, to conduct the business of the Corporation. Notice of such meetings must be given to all of the members of the Corporation of the time and place of such monthly meetings, if held, in a method to be determined by the Board of Directors, but such notice must be given at least five (5) days before any such meeting. Notice of any monthly meeting may be waived.
Section 3. SPECIAL MEMBERSHIP MEETINGS. Special meetings of the members may be called at any time by the President, and shall be called by the President or the Recording Secretary upon the request in writing or by vote of a majority of the Board of Directors, or at the request in writing of at least ten (10) active members of the Corporation. The time of such meeting shall not be less than ten (10) days, nor more than thirty (30) days from the date of the receipt of the request therefore.
Section 4. NOTICE OF MEMBERSHIP MEETINGS. Written notice stating the time, place, and object of all annual and special meetings of the members of this Corporation shall be given by the Recording Secretary or such other person designated by the Board of Directors to each member on the rolls, by email, publication in the annual yearbook, or mail, postage prepaid, and addressed to his or her last known post office address as shown on the corporate rolls, at least five (5) days next preceding the meeting. Notice of any special or annual meeting may be waived.
Section 5. ORGANIZATION OF MEMBERSHIP MEETING. The President of the Corporation shall call the meetings of the members to order and, unless the members present should designate another person as Chairperson, shall preside as Chairperson. The Recording Secretary acts as Secretary at all meetings of the membership, but in the event of her absence or failure to act, the appointment of a Recording Secretary Pro Tem shall be made by the President.
Section 6. QUORUM. A majority of the members entitled to vote, present in person or represented by proxy, shall be requisite for and constitute a quorum at all meetings of the membership for the transaction of business, except where otherwise provided by these Bylaws.
Section 7. VOTING. At each meeting of the membership, each member having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such member, and bearing a date not more than one (1) year prior to said meeting unless said proxy provides definitely for a longer period. Each voting member shall have one vote, which is registered in her name on the books of the Corporation. All elections shall be had and all questions decided by a majority vote.
Section 8. ADJOURNMENT. If a quorum, as herein determined, shall not be in attendance or represented at any meeting of the membership said meeting may be adjourned from time to time and day to day, after the lapse of at least one hour, without notice other than announcement at the meeting, until the requisite number of members shall be represented, and business may be transacted which might have been transacted if it had been held as originally called.
Section 9. VOTES. The Recording Secretary of the Corporation shall tabulate all votes at all membership meetings.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. NUMBER OF DIRECTORS. The number of Directors of this Corporation initially shall be 26, as provided by the Amended Articles of Incorporation of this Corporation. The number of Directors may be changed by a majority vote of the voting membership, but shall never be less than 15 and no more than 30.
Section 2. TERMS AND QUALIFICATIONS. Each Director shall be legally competent to enter into contracts and shall be a member of the Board of Directors by the ex officio holding of the following positions:
A. All members of the Executive Board,
B. The Chairperson of the Sustaining Members,
C. The Chairperson of the Honorary Members, and
D. The Chairpersons of all standing committees named in Article IX, §§A-G of these Amended Bylaws.
The following members of the Board of Directors will be classified as Non- Voting members therefore are not included when establishing a quorum:
Chairperson of the Honorary Members, Chairperson of the Sustaining Members, Babysitting Chair, Wish Families Chair, Historian, Public Relations Chair, Social Chair, and Chairpersons of Special Committees created under Article IX, §H of these Amended Bylaws. Provided, however, that all members of the Board of Directors must qualify as provided in these Amended By-Laws as voting members of the Corporation.
Section 3. VACANCY. In the event of any vacancy on the Board of Directors on account of death, resignation, disqualification or other cause, a majority of the members of the Executive Board may, by an affirmative vote, elect a successor to hold position for the un-expired term of the Director whose place is vacant and until the election and qualification of her successor, provided, however, any Director elected under the provisions of this paragraph, must also be legally competent to enter into contracts.
Section 4. GENERAL POWERS AND DUTIES. The Board of Directors shall exercise full and complete authority and control over the business and affairs of the Corporation, subject only to the restrictions imposed by law, by the Amended Articles of Incorporation, or by these Amended By-Laws. Any action which might be taken at a meeting of the Board of Directors may be taken without a meeting if a record or memorandum thereof is made in writing and signed by a majority of the members of the voting Board of Directors. The Board of Directors may establish such committees as are necessary for the carrying out of the purpose of this Corporation. The Board of Directors shall have such additional duties as are required by these Amended By-laws. Also, the Board of Directors will consider the written petition of Active Members for Sustaining, and/or Honorary status at its May board meeting. They will vote on approval or disapproval or each request at this time. A majority of the voting Board of Directors may also approve requests for change of status at other times during the year in the event of an emergency situation such as a member moving from the surrounding area of Enid, as defined in these Amended By-Laws. Members of the Board of Directors for the past year shall work with new Officers between May and September of each year to transact and transfer the duties and obligations of their offices.
Section 5. ADVISORY MEMBERS TO BOARD. A majority of the members of the Board of Directors may elect advisory members to the Board of Directors which advisory members shall consist of an Honorary representative, a Sustaining representative, and any number of interested citizens up to three (3) persons. The purpose of the board will be to serve in an advisory capacity to the President and to the Board of Directors of the Corporation, and none of the advisory members shall have any voting rights in the Corporation or on the Board of Directors.
ARTICLE V
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. ANNUAL MEETINGS. The newly elected Board of Directors shall hold its annual meeting for the purpose of transaction of business, if a quorum of the voting members be present, on or before September 15 of each year at a time and place to be designated, unless at such time it is agreed upon in writing by a majority of said Directors to hold such meeting at some other time.
Section 2. REGULAR MONTHLY BOARD MEETINGS. Regular meetings of the Board of Directors shall be held each month from September through May, at a time and place to be determined by the President.
Section 3. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the President and shall be called by the President or Recording Secretary upon the written request or demand of a majority of the Board of Directors or at the request or demand in writing of at least ten (10) Active Members of the Corporation. The time of such meeting shall not be less than one (1) day nor more than five (5) days after the date of the receipt of the request therefore.
Section 5. ORGANIZATION. The President of the Corporation shall serve as Chairperson of the Board of Directors and call the meeting to order, unless the members present should designate another person as Chairperson. The Recording Secretary shall act as Recording Secretary at all meetings of the Board of Directors, but in the event of her absence or failure to act, the appointment of a Recording Secretary pro tem shall be made by the President.
Section 6. QUORUM AND ADJOURNMENT. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting, but less than a quorum may adjourn any meetings from time to time, or day to day, until a quorum is present, and the business transacted at any adjourned meeting shall have the same legal force and effects as if transacted on the date originally called.
Section 7. NOTICE. No Notice shall be required for the annual meeting or for any regular monthly meeting of the Board of Directors, if such be held. The Recording Secretary, President, or other person designated by the President, shall give notice of every special meeting of the Board of Directors by mailing to each Director, at her last known post office address, a copy of said notice at least five (5) days before the meeting, or by telephoning said notice to each Director at her last known telephone number at least one (1) day before the meeting, or by emailing said notice to each Director at her last known email address at least one (1) day before the meeting, and said notice shall set forth briefly the purpose of the meeting, and provided further that any Director may, in writing, either before or after such special meeting, waive notice thereof, and provided further that any Director by her attendance and any participation in any action taken at any special meeting shall be deemed to have waived such notice.
ARTICLE VI
EXECUTIVE BOARD
Section 1. MEMBERSHIP OF THE EXECUTIVE BOARD. The Executive Board shall consist of the President, Executive Vice-President, Vice-President Parliamentarian, Recording Secretary, Corresponding Secretary, Treasurer, Credit and Hours Chair, and Chairperson of Special Project during that year.
Section 2. VACANCY. In the event of any vacancy on the Executive Board, on account of death, resignation, disqualification, or other cause, the Executive Board may, by an affirmative vote, elect a successor to hold office for the un-expired term of the member of the Executive Board whose place is vacant and until the election and qualification of her successor.
Section 3. DUTIES OF THE EXECUTIVE BOARD. The Executive Board shall have such duties as prescribed by these Amended By-Laws and such duties as are delegated by the Board of Directors of the Corporation.
ARTICLE VII
MEETINGS OF EXECUTIVE BOARD
Section 1. REGULAR MEETINGS. Regular meetings of the Executive Board may be held monthly, without notice, at such time and place as from time to time shall be determined by the President, and/or, a majority of the members of the Executive Board.
Section 2. SPECIAL MEETINGS. Special meetings of the Executive Board may be called by the President and shall be called by the President or Recording Secretary upon the written request or demand of at least three (3) members of the Executive Board or of the Board of Directors. Notice of such meetings may be waived by the members.
Section 3. QUORUM AND ADJOURNMENT. A majority of the members of the Executive Board shall constitute a quorum for the transaction of business at any meeting but less than a quorum may adjourn any meeting from time to time, or day to day, until a quorum is present, and the business transacted at any adjourned meeting shall have the same legal force and effect as if transacted on the date originally called.
ARTICLE VIII
OFFICERS AND OTHER ELECTED POSITIONS
Section 1. PERSONNEL. The Officers of this Corporation shall be a President, an Executive Vice President who shall be the President-Elect of the Corporation, and a Vice-President Parliamentarian who shall be the Past President of the Corporation, a Recording Secretary, a Corresponding Secretary and a Treasurer. Also, an Assistant Treasurer may be elected, if needed.
Section 2. QUALIFICATIONS. All Officers of this Corporation must be Active Members in the Corporation.
Section 3. ELECTION AND TERM OF OFFICE. The Corresponding Secretary shall be appointed by President, but all other officers, the Chairperson of Special Projects, the Chairperson of Sustaining Members, and the Chairperson of Honorary Members, shall be elected by the Membership, as hereinafter provided. Prior to the January meeting of the membership each year, the President of the Corporation shall appoint a Nominating Committee, comprised of four (4) Active Members. At the January meeting of the members of the Corporation, three (3) additional Active Members shall be elected to the Nominating Committee by the voting membership. The Vice-President Parliamentarian of the Corporation shall serve as Chairperson of this committee and the President of the Corporation shall serve as a non-voting advisory member of this committee. Any member may suggest any person for any elective position named in this Article by presenting the suggestion in writing to the Chairperson of the Nominating Committee prior to January 15 of each year. Provided, however, if the name of a member of the Nominating Committee is suggested by any member, for an elective position, such person will be given the opportunity to resign from the Nominating Committee, therefore becoming eligible to be a candidate, and the President of the Corporation shall appoint her replacement. The Nominating Committee shall conduct such meetings as are necessary to nominate one (1) person as a candidate for each position named in this Article. Informational forms detailing a member’s desires for an elective position along with her qualifications may be used to aid the committee in the nomination process. The Nominating Committee shall then report in writing to the President of the Corporation its nominations for each elective position. The election of Officers and other named positions shall be at the annual meeting of the membership of this Corporation in February of each year. Additional nominations may be made from the floor at the time of such annual meeting by voting members of the Corporation. When elected, the Officers shall be installed and assume duties as of the close of the meeting of the membership in May of each year. The Officers of the Corporation shall be elected for a term of one (1) year or until the election or qualification of their successors. No person shall hold the same office for more than two (2) consecutive years. Any Officer may be removed at any time, with or without cause, by an affirmative vote of the majority of the entire voting membership of the Corporation, without participation and voting by the Officer affected.
Section 4. VACANCIES. In the event of the death, resignation, disqualification or removal of any officer, her successor shall be elected by the affirmative vote of a majority of the Executive Board, and each successor shall hold office for the remainder of the term, or until the election and qualification of her successor.
Section 5. ADDITIONAL OFFICERS AND AGENTS. The Board of Directors may appoint such other and additional officers and agents as it shall deem necessary, who shall hold their respective offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors, provided, however, that such action by the Board of Directors must be approved by a majority vote of the voting membership of this Corporation.
Section 6. DUTIES OF THE PRESIDENT. The President shall be the chief executive officer of the Corporation. It shall be her duty to set the agenda and preside at all meetings of the membership, the Board of Directors, and the Executive Board. She shall have general and active management of the business of the Corporation and appoint any appointive Chairpersons and the membership of standing committees as authorized by these Amended By-Laws with the assistance of the Executive Board. She shall appoint special committees if deemed necessary. She shall be an ex officio member of all committees. She shall be entitled to vote in the case of a tie. The President must also see that all orders and resolutions of the Board of Directors and membership are carried into effect. She shall execute all contracts, agreements, deeds, bonds, mortgages, leases, documents and other obligations and instruments, in the
name of the Corporation, when authorized by the membership. She shall have the general supervision and direction of the other Officers of the Corporation and see that their duties are successfully fulfilled. She shall have the powers of supervision and management usually vested in the office of the president of a corporation.
Section 7. DUTIES OF THE EXECUTIVE VICE PRESIDENT. The Executive Vice-President shall be the President-Elect of the Corporation and shall be vested with all of the powers and required to perform all of the duties of the President in her absence or disability, and shall perform such duties as may be prescribed by the Executive Board, the Board of Directors and/or the President. The Executive Vice President shall also send invitations to all approved applicants inviting them to become Provisional Members of the Corporation; shall serve as Chairperson of the Provisional Members; shall serve on the Admissions Committee; and shall assume her duties as President of the
Corporation at the beginning of her term.
Section 8. DUTIES OF THE VICE PRESIDENT-PARLIAMENTARIAN. The Vice-President Parliamentarian shall be the immediate past President of the Corporation and shall be vested with all of the powers and required to perform all of the duties of the President and/or the Executive Vice-President in their absence or disability, and shall perform such duties as may be prescribed by the Executive Board, the Board of Directors and/or the President. She shall also serve as the Chairperson of the Nominating Committee and the Admission Committee, and shall assist the membership in drafting proposed Amendments to the By-Laws pursuant to Section 11 of Article X of these Amended By-Laws.
Section 9. DUTIES OF THE RECORDING SECRETARY. The Recording Secretary shall ensure that a quorum is present at all Executive Board Meetings, all Board Meetings, and at all General Meetings of the Corporation. The Recording Secretary shall record the proceedings of all sessions of the Executive Board, the Board of Directors, and all general membership meetings of the Corporation; maintain a copy of the Amended By-Laws of the Corporation and record amendments thereto; furnish the various committees of the Corporation with materials referred to them; and maintain the corporate seal. She shall also cause notice to be given of all meetings of the membership and of the Board of Directors; and shall perform such other and further duties as may be prescribed by the Board of Directors, the Executive Board and/or the President, under whose supervision she shall act.
Section 10. DUTIES OF THE CORRESPONDING SECRETARY. The Corresponding Secretary shall conduct the general correspondence of the Corporation as directed by the President, and assist the Recording Secretary in causing notice to be given of all meetings of the membership and of the Board of Directors; shall be vested with all of the powers and required to perform all of the duties of the Recording Secretary in her absence or disability, and shall perform such duties as may be prescribed by the
Executive Board, the Board of Directors and/or the President. She shall also conduct a service committee meeting at the direction of the president to be held yearly.
Section 11. DUTIES OF THE TREASURER. It shall be a requirement that any Treasurer and Assistant Treasurer of the Corporation must be bonded by corporate surety bond, in an amount to be determined by a majority of the Board of Directors of the Corporation. The Treasurer shall have general custody of the corporate funds and securities; shall keep, or cause to be kept, books belonging to the Corporation reflecting
accurate records of receipts and payments; shall cause all monies and other valuables effected to be deposited in the name of and to the credit of the Corporation, in such depositories as may be designated by a majority of the Board of Directors; shall cause the funds of the Corporation to be disbursed in such manner as the Executive Board may direct from time to time; shall render to the President and a majority of the board of Directors, whenever they may require it, a proper accounting and statement showing the financial condition of the Corporation; shall notify delinquent members who are ninety (90) days in arrears with their dues that unless such dues are paid within thirty (30) days from the date of such notice that they will automatically forfeit their membership in the Corporation; shall report to the Executive Board the names of those who should forfeit their membership in the Corporation for nonpayment of dues; shall work with the President to prepare the upcoming year’s budget, to be presented to the Board of Directors for approval, and presentation to the voting membership of the Corporation; and submit the books annually for a review for four consecutive years and an audit every fifth year or as otherwise directed by a majority of the Board of Directors. This shall be performed during the summer after the May 31st fiscal year-end. In the event that an Assistant Treasurer of the Corporation is needed and elected pursuant to the terms of these Amended bylaws, said should have the powers required to perform all of the duties of the Treasurer in her absence and shall perform such duties as may be prescribed by the Executive Board, the Board of Directors, and/or the President.
ARTICLE IX
COMMITTEES
Section 1. STANDING COMMITTEES. The following committees shall be Standing Committees of this corporation, and the Chairpersons of each Standing Committee shall be appointed by the President, and the members of such Committees shall be appointed by the President. The Standing Committees of this Corporation are as follows:
A. Credit and Hours. The Credit and Hours Chair (appointed by the President) shall keep the records required to ensure proper credit of each member’s hours and present a record of each member’s current hours to the Board of Directors and general membership at the January meeting; and present the names of those failing to obtain the minimum hours to the Board of Directors at the May meeting; at the direction of and under the supervision of the Board of Directors and the Executive Board, establish rules pertaining to special exemptions from work requirements, procedures for application of Members for those exemptions, and shall review said applications and make recommendations as to approval or denial to the Board of Directors.
B. Return Engagement Steering Committee, which shall conduct all business affairs pursuant to the maintenance of the Corporation’s Return Engagement and any other building or building projects of the Corporation; which will evaluate the needs and oversee the building as directed on occasion by the Board of Directors of the Corporation. The Committee shall also oversee the efficient and profitable operation of Return Engagement and oversee the hiring, salaries and duties of all paid employees of the Corporation.
C. League Development /Project Planning Committee, which shall review comments and suggestions from membership for the betterment of the Corporation, including recommendations for the following year’s Project. Any comments and suggestions which require change of any of the Corporation’s procedures or bylaws shall be submitted to the Board of Directors, Executive Board and membership for approval prior to the change being adopted.
D. Social Committee, which shall plan, organize and hostess all social functions as directed by the Board of Directors and the Executive Board.
E. Community Donations Committee, which shall receive requests for financial assistance from organizations, review such requests in accordance with the guidelines put in place for this committee, and present such approved requests by the Committee to the Board of Directors, Executive Board, and membership for approval. Such approved requests are the presented to the Treasurer and/or Assistant Treasurer for disbursement purposes.
F. Cookbook Steering Committee
G. Historian
H. Special Committees. Any other special committees which shall be appointed as needed by the President of the Corporation, which action must be ratified by a majority vote of the Board of Directors and Membership.
Section 2. VACANCY OF CHAIRPERSONS AND MEMBERS OF COMMITTEES. In the event of any vacancy in the Chairpersons of Standing Committees or Special Committees, on account of death, resignation, disqualification, or other case, President with the approval of the Executive Board may select a successor to hold office for the un-expired term of the person whose place is vacant, and until the qualification of the successor.
Section 3. DUTIES OF CHAIRPERSONS. The Chairperson of each Committee shall be conversant with all that pertains to the work of her Committee. She shall keep a record of all work accomplished by her Committee. She shall be prepared to make a full report at each regular monthly meeting, and shall hold meetings of her Committee as often as necessary to promote the interest of all members and complete her assignments. She shall turn in a written report to the President at the May meeting of the year’s activities of her Committee, to be filed by the Recording Secretary of the Corporation.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 1. DUTIES MAY BE DELEGATED. In the case of the absence or disability of any officer of the Corporation, or for any other reason deemed sufficient by a majority of the Board of Directors, the Board of Directors may delegate such officer’s power or duties to any other Officer or any other Director for the time being.
Section 2. INSPECTION OF BOOKS. A majority of the Board of Directors shall determine from time to time whether, and, if allowed, when and under what conditions and regulations the corporate records and accounts (except such as may be by Oklahoma law specifically open to inspection), or any of them, shall be open to the inspection of the members, and the members’ rights in this respect are, and shall be
restricted and limited accordingly, subject to the statutory laws of the State of Oklahoma.
Section 3. CHECKS. All checks or demands for money of the Corporation shall be signed by such person, or persons, as the Board of Directors may, from time to time, designate. In the absence of a specific designation, the President, Treasurer, or the Assistant Treasurer shall have the full authority to write checks on behalf of the Corporation. The financial agent and/or agents of the Corporation shall be established by the Board of Directors.
Section 4. FISCAL YEAR. The fiscal year of the Corporation shall be fixed by the Board of Directors of the Corporation.
Section 5. NOTICE AND WAIVER. Except where otherwise provided in these Amended By-Laws, whenever a notice is required to be given to any member, Board of Director or Officer, it shall not be construed to mean personal notice, but such notice may be given in writing, by registered or certified mail, postage prepaid, by depositing the same in a post office or letter box, in an envelope addressed to each member, Board of Director or Officer, at his last known post office address, or at such address as appears on the books of the Corporation, and such notice shall be deemed to be given at the time when the same shall be thus mailed. Any member, Officer or Board of Director may waive, in writing, any notice required to be given under these Amended By-Laws, whether before or after the time stated therein. The presence of any member or Board of Director or Officer at any meeting shall constitute a waiver of notice of such meeting.
Section 6. NON PROFIT CORPORATION AND SALARIES. This Corporation is not intended as a profit making corporation and no profits shall inure to the benefit of any members of this Corporation. None of the members, Board of Directors, or Officers of this Corporation shall receive any salary for their services as such. Provided, however, that nothing herein contained shall be construed to preclude any member, Board of Director or Officer from servicing the Corporation in some other capacity for which she
may receive compensation.
Section 7. RESERVE INVESTMENT ACCOUNT. The Board of Directors, in its discretion, may establish a Reserve Investment Account, which account shall not be more than $15,000, without the approval of a majority of the Active Membership of this Corporation. This Reserve Investment Account may be used in emergency situations to be determined by a majority of the Board of Directors.
Section 8. ADDITIONAL ASSESSMENTS. The membership may not be assessed with additional financial obligations (other than dues) without a two thirds vote of the voting Membership of this Corporation approving such additional assessment. Provided further, that such assessment shall only affect Provisional Members and Active Members.
Section 9. CREDIT AND CONSEQUENCES. The Board of Directors shall establish a system (as described in the current Credit & Hours Policy) to credit each member with the number of hours required to maintain and achieve membership status in this Corporation. The Board of Directors shall also establish a system of consequences for violation of the duties of each member of this Corporation. Both the credit and consequences procedure shall be published and each member shall be notified annually of such credit and consequences rules.
Section 10. RULES OF ORDER. The rules contained in Robert’s Rules of Order shall govern the Proceedings of this Corporation, except in such cases which are governed by these Amended By-Laws. Nothing in these bylaws is to preclude the application of common sense.
Section 11. AMENDMENT OF BY-LAWS. These By-Laws may be altered, amended or repealed, or new By-Laws may be adopted only upon the following conditions:
A. Any proposed amendment to these By-Laws must be presented in writing, signed by a minimum of nine (9) Active Members of the Corporation and be presented to the Parliamentarian of the Corporation for redrafting, if necessary. Such proposed Amendment must then be presented to the Board of Directors for their review.
B. Upon receipt of such proposed amendment, such proposed amendment shall be published at least thirty (30) days before the next meeting of the membership of the Corporation.
C. Such amendment, before it will be adopted, must be approved by a vote of two-thirds of the voting members of this Corporation, at a duly called meeting, which may be one of the regular meetings of the membership of the Corporation.
Section 12. REPEALING PROVISIONS. These Amended By-Laws, upon adoption, shall repeal all other By-Laws, Amendments, and Constitutions heretofore adopted.
Amended By-Laws
of
The Junior Welfare League of Enid, Oklahoma
A Corporation
Adopted on March 2, 2015
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, on the 30th day of December, 2014, a minimum of (9) Active Members of this Corporation submitted these proposed Amended By-Laws to the President, Vice President Parliamentarian, and to the Board of Directors of the Corporation, and WHEREAS, on the 29th day of January, 2015, the proposed amendments were published for the membership of the corporation, and WHEREAS, on the 2nd day of March 2015, the Amended By-Laws hereinafter set forth were ratified at a duly called meeting in which a quorum was present by a two-thirds vote of the Active Members of THE JUNIOR WELFARE LEAGUE OF ENID, OKLAHOMA, A CORPORATION. THEREFORE, by virtue of the ratifications as hereinabove set forth, all previous Constitutions and/or By-Laws of THE JUNIOR WELFARE LEAGUE OF ENID, OKLAHOMA, A CORPORATION are hereby revoked, and the following Amended By-Laws are adopted, effective as of the 2nd day of March 2015.
ARTICLE I
GENERAL PROVISIONS
Section 1. NAME OF ORGANIZATION. This organization shall be called THE JUNIOR WELFARE LEAGUE OF ENID, OKLAHOMA, A CORPORATION.
Section 2. OFFICES. The principal office of the Corporation for the transaction of business shall be in Enid, Oklahoma. Additional business offices may be established at such other places as the Board of Directors may, from time to time, designate.
Section 3. REGISTERED OFFICE AND AGENT. The Corporation shall maintain a registered office in the State of Oklahoma, which may, but need not be, the same as its present place of business. The Corporation shall also have and continuously maintain in the State of Oklahoma, a registered agent on whom service of summons may be had, which registered agent must be an individual resident of this State, whose address is identical with the registered office of this Corporation. The Board of Directors shall have
authority to appoint and/or change, from time to time, the registered office of this Corporation in the State of Oklahoma, and the registered agent of this Corporation.
Section 4. CORPORATE SEAL. The Corporate Seal of this Corporation shall be as adopted by the Board of Directors. Such Corporate Seal, as adopted, shall be impressed upon the margin of these Amended By-Laws.
ARTICLE II
MEMBERSHIP
Section 1. CLASSES OF MEMBERSHIP. There shall be four (4) classes of membership in this Corporation. These classes of members are described as Active Members, Provisional Members, Sustaining Members, and Honorary Members. The Board of Directors of this Corporation may establish such other classes or types of membership as they determine will be advantageous and beneficial to the Corporation, and said Board of Directors shall have full authority to establish annual dues and the times such dues shall be paid for each class of membership.
Section 2. ELIGIBILITY FOR MEMBERSHIP. Provisional Members shall be accepted once a year. To be eligible for membership, prospects for Provisional Membership must comply with the following criteria:
A. Be sponsored by one Active Member, one Provisional Member, one Honorary Member, or one Sustaining Member, which member shall honestly and objectively answer all questions on an application form approved by the Board of Directors. Such sponsoring Member must be in good standing as of December 31st of the current year. Good standing of active and provisional members shall be defined by the then current Credit and Hours Policy. If the sponsor is an Honorary or Sustaining Member, an Active or Provisional member will be required to co-sign.
B. Be over twenty-one (21) years of age and have been a resident of the Enid area for a minimum of three months at the time of the final due date of the application form.
C. Be accepted by at least a two-thirds vote of the Admissions Committee, which Committee shall be comprised of at least 5 members of the Executive Board, 1 Honorary or Sustaining member, and 3 Active Members. The Admissions Committee shall be appointed by the President, and the Chairperson of such Committee shall be the Vice President Parliamentarian. It shall be the duty of the Admissions Committee to investigate the applications presented to it before rejecting or approving them. The members of the Admissions Committee are not to divulge any of their investigation to anyone. The names of the members of the Admission Committee shall not be published or available to anyone. An invitation for Provisional membership will be extended when the applications have been approved by the Admissions Committee and when a majority of the voting membership of the Corporation has voted in favor of accepting such application at the February meeting of the Corporation each year.
D. Such applications for new members must be presented no later than January 15 of each year.
Section 3. LIMITATIONS ON SPONSORSHIP FOR PROVISIONAL MEMBERSHIP. The following shall be limitations upon sponsorship for application for Provisional membership:
A. An Honorary or Sustaining Member in good standing as of December 31st of current year may Sponsor three (3) prospects for Provisional Membership during each provisional application process. Good Standing of Honorary and Sustaining Member(s) is defined by Article II; Section 11D of these Amended By-Laws.
B. Active Member or Provisional Member in good standing as of December 31st of current year may either sponsor or co-sign for a maximum of (3) three prospects for Provisional Membership during each provisional application process.
Section 4. PROVISIONAL MEMBERSHIP. Provisional Members shall be the prospects who have been accepted for Provisional membership in the Corporation. Such Provisional Members must fulfill all requirements listed for Provisionals in the current Credit and Hours policy to the satisfaction of their Provisional Chairperson and the President. A majority of the Board of Directors may grant time extensions for completing the requirements to obtain Active Membership in the Corporation. Provisional Members shall have voting rights in the Corporation beginning in January of their provisional year.
Section 5. ACTIVE MEMBERSHIP. Active Members are those members who have completed the requirements of the Provisional Membership in the Corporation. Active Members shall carry on the active work of the organization and shall have one vote at all membership meetings on all separate issues coming before said meetings. Active Members must attend all required meetings, unless absence is excused. The policy of excused absences shall be established by a majority of the membership as established by Credit and Hours and shall be furnished to all of the Active Members in the Corporation. Active Members are required to give any and all services to the Corporation as requested by the Executive Board.
Section 6. SUSTAINING MEMBERSHIP. Sustaining Members are those members who have completed a minimum of six (6) years of required Corporation work and have petitioned the Board of Directors in writing for such membership. Personal leave in excess of six months shall not be counted toward the six year requirement. Petitions for Sustaining Membership must be presented to the Board of Directors prior to the May board meeting of each year. Sustaining Members may attend meetings but shall not hold an Officer position in the Corporation. One member of the Sustaining Membership shall be elected as Chairperson of Sustaining Members by a majority of the voting membership of the Corporation. Sustaining Members shall not have voting rights in the Corporation, except that the Sustaining Membership Chairperson shall have one vote on all separate issues at any Corporation meeting. Sustaining Members may continue to do active work in the Corporation if they so desire.
Section 7. HONORARY MEMBERSHIP. All past Presidents of the Corporation shall automatically be eligible for Honorary Membership. In addition, the Executive Board may recommend members for Honorary Membership to the Board of Directors. Any recommended member(s) shall have served on the Executive Board, have completed a minimum of six (6) years of required Corporation work, and have given distinguished service to the Corporation. Honorary Membership becomes effective immediately upon a majority vote of the Board of Directors accepting such members as deserving of Honorary Membership. Honorary Members may attend meetings but shall not hold an Officer position in the Corporation. One member of the Honorary Membership shall be elected as Chairperson of the Honorary Members by a majority of the voting membership of the Corporation. Honorary Members shall not have voting rights in the Corporation, except that the Honorary Membership Chairperson shall have one vote on all separate issues at any Corporation meeting. Honorary Members may continue to do active work in the Corporation if they so desire.
Section 8. TRANSFERRED MEMBERSHIP. Members in good standing of comparable league corporations or organizations in other communities may be eligible for membership in this Corporation, the type of such membership to be determined by a majority of the Board of Directors. Once an application has been made for a transfer of membership, such applicant must complete the provisional requirements as prescribed by a majority of the Board of Directors and be approved for membership by a majority of the Board of Directors.
Section 9. RESIGNATION AND REINSTATEMENT. Any resignations or reinstatement to membership must be based upon the following provisions:
A. Any Active Member or Provisional Member who desires to resign from the Corporation in good standing must submit a written resignation to the Corresponding Secretary. The Corresponding Secretary shall request the Board of Directors to act upon such request and the Board of Directors shall act to either accept or deny the request in good standing. In the event that the request for resignation in good standing is denied, then said petitioning Active Member or Provisional Member must either resign or continue to fulfill all of the duties and assignments required by such membership.
B. Former Active Members in good standing may be reinstated upon a written request to the Board of Directors. In the event that such former Active Member is reinstated, they shall be obligated to serve a three (3) month probationary period upon requirements as established by a majority of the Board of Directors.
C. Former Provisional Members wishing to be reinstated must submit a written request to the Board of Directors requesting admission to the new Provisional class. A majority vote of the Board of Directors shall be required to reinstate such former Provisional Member to the new Provisional membership class.
Section 10. LEAVES OF ABSENCE. An Active Member or a Provisional Member may file a written application with the Board of Directors requesting three (3) consecutive months leave of absence, such application to state the reason and dates of leave requested. A majority of the Board of Directors, acting in their discretion, may accept or deny the application. In the event that the application is accepted, the petitioning member’s required credit hours shall be reduced as stated in the current Credit and Hours Policy. In the event that said application is denied then said petitioning Member must either resign or continue to fulfill all of the duties and assignments required by such membership. An Active Member may submit a written request to the Board of Directors for personal emergency leave for a period of time not to exceed one full year. Such application shall state the reasons and anticipated dates for the leave. In the event the Board of Directors grants personal emergency leave, the Member will be exempt from all hours and requirements during the duration of said leave. Personal emergency leave in excess of six (6) months shall not be counted toward the six year requirement for Sustaining Membership.
Section 11. FORFEITURE OF MEMBERSHIP. Any class of membership in the Corporation may be forfeited upon any one of the following occurrences:
A. Nonpayment of membership dues as prescribed by the Board of Directors of the Corporation.
B. Refusal or inability, as determined by the Board of Directors, to perform the requirements as written in the current Credit and Hours Policy. In the event that this occurs, there shall be given fifteen (15) days written notice to such defaulting member and such defaulting member shall be given the opportunity for a hearing before the Board of Directors. A majority of the Board of Directors shall determine whether or not there has been refusal to perform the requirements as written in the current Credit and Hours Policy and shall also determine whether or not such refusal warrants forfeiture of membership.
C. In the event that any member has three (3) unexcused absences in a twelve (12) month calendar period from any required meeting or function of the Corporation. Members must contact the Recording Secretary to request to be excused from General Meetings prior to the General Meeting in order to receive an excused absence, as described in the current Credit and Hours Policy.
D. Any member, having forfeited their membership as provided herein, may not again make application for or become a member of this Corporation. Provided, however, that in regard to Honorary and Sustaining Membership, in the event of nonpayment of dues for two (2) consecutive years, an Honorary or Sustaining Member shall automatically be considered inactive. Any inactive Honorary or Sustaining Member may regain the active Honorary or Sustaining Membership by the payment of two (2) years of dues at the current rate. Only Honorary or Sustaining Members whose dues are paid current shall be accorded the privileges of their active Honorary or Sustaining Membership status. An Honorary or Sustaining Member must have active status to be considered in good standing with the Corporation.
ARTICLE III
MEMBERSHIP MEETINGS
Section 1. ANNUAL MEMBERSHIP MEETINGS. Annual meetings of the members of this Corporation shall be held on the 1st Monday of February of each year, at which time an election to replace the Officers whose terms have expired shall be held. The time and place of this meeting is to be determined by the Board of Directors. If this annual meeting is not held when described, a majority of the Board of Directors shall cause a meeting in lieu thereof to be held as soon as conveniently may be done thereafter, and any business transacted or elections held at such meeting shall be as valid as if transacted or held at the annual meeting of the members.
Section 2. REGULAR MONTHLY MEMBERSHIP MEETINGS. Monthly membership meetings may be held at times and places as determined by the President and approved by the Executive Board of Directors during the months of September through May of each year, to conduct the business of the Corporation. Notice of such meetings must be given to all of the members of the Corporation of the time and place of such monthly meetings, if held, in a method to be determined by the Board of Directors, but such notice must be given at least five (5) days before any such meeting. Notice of any monthly meeting may be waived.
Section 3. SPECIAL MEMBERSHIP MEETINGS. Special meetings of the members may be called at any time by the President, and shall be called by the President or the Recording Secretary upon the request in writing or by vote of a majority of the Board of Directors, or at the request in writing of at least ten (10) active members of the Corporation. The time of such meeting shall not be less than ten (10) days, nor more than thirty (30) days from the date of the receipt of the request therefore.
Section 4. NOTICE OF MEMBERSHIP MEETINGS. Written notice stating the time, place, and object of all annual and special meetings of the members of this Corporation shall be given by the Recording Secretary or such other person designated by the Board of Directors to each member on the rolls, by email, publication in the annual yearbook, or mail, postage prepaid, and addressed to his or her last known post office address as shown on the corporate rolls, at least five (5) days next preceding the meeting. Notice of any special or annual meeting may be waived.
Section 5. ORGANIZATION OF MEMBERSHIP MEETING. The President of the Corporation shall call the meetings of the members to order and, unless the members present should designate another person as Chairperson, shall preside as Chairperson. The Recording Secretary acts as Secretary at all meetings of the membership, but in the event of her absence or failure to act, the appointment of a Recording Secretary Pro Tem shall be made by the President.
Section 6. QUORUM. A majority of the members entitled to vote, present in person or represented by proxy, shall be requisite for and constitute a quorum at all meetings of the membership for the transaction of business, except where otherwise provided by these Bylaws.
Section 7. VOTING. At each meeting of the membership, each member having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such member, and bearing a date not more than one (1) year prior to said meeting unless said proxy provides definitely for a longer period. Each voting member shall have one vote, which is registered in her name on the books of the Corporation. All elections shall be had and all questions decided by a majority vote.
Section 8. ADJOURNMENT. If a quorum, as herein determined, shall not be in attendance or represented at any meeting of the membership said meeting may be adjourned from time to time and day to day, after the lapse of at least one hour, without notice other than announcement at the meeting, until the requisite number of members shall be represented, and business may be transacted which might have been transacted if it had been held as originally called.
Section 9. VOTES. The Recording Secretary of the Corporation shall tabulate all votes at all membership meetings.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. NUMBER OF DIRECTORS. The number of Directors of this Corporation initially shall be 26, as provided by the Amended Articles of Incorporation of this Corporation. The number of Directors may be changed by a majority vote of the voting membership, but shall never be less than 15 and no more than 30.
Section 2. TERMS AND QUALIFICATIONS. Each Director shall be legally competent to enter into contracts and shall be a member of the Board of Directors by the ex officio holding of the following positions:
A. All members of the Executive Board,
B. The Chairperson of the Sustaining Members,
C. The Chairperson of the Honorary Members, and
D. The Chairpersons of all standing committees named in Article IX, §§A-G of these Amended Bylaws.
The following members of the Board of Directors will be classified as Non- Voting members therefore are not included when establishing a quorum:
Chairperson of the Honorary Members, Chairperson of the Sustaining Members, Babysitting Chair, Wish Families Chair, Historian, Public Relations Chair, Social Chair, and Chairpersons of Special Committees created under Article IX, §H of these Amended Bylaws. Provided, however, that all members of the Board of Directors must qualify as provided in these Amended By-Laws as voting members of the Corporation.
Section 3. VACANCY. In the event of any vacancy on the Board of Directors on account of death, resignation, disqualification or other cause, a majority of the members of the Executive Board may, by an affirmative vote, elect a successor to hold position for the un-expired term of the Director whose place is vacant and until the election and qualification of her successor, provided, however, any Director elected under the provisions of this paragraph, must also be legally competent to enter into contracts.
Section 4. GENERAL POWERS AND DUTIES. The Board of Directors shall exercise full and complete authority and control over the business and affairs of the Corporation, subject only to the restrictions imposed by law, by the Amended Articles of Incorporation, or by these Amended By-Laws. Any action which might be taken at a meeting of the Board of Directors may be taken without a meeting if a record or memorandum thereof is made in writing and signed by a majority of the members of the voting Board of Directors. The Board of Directors may establish such committees as are necessary for the carrying out of the purpose of this Corporation. The Board of Directors shall have such additional duties as are required by these Amended By-laws. Also, the Board of Directors will consider the written petition of Active Members for Sustaining, and/or Honorary status at its May board meeting. They will vote on approval or disapproval or each request at this time. A majority of the voting Board of Directors may also approve requests for change of status at other times during the year in the event of an emergency situation such as a member moving from the surrounding area of Enid, as defined in these Amended By-Laws. Members of the Board of Directors for the past year shall work with new Officers between May and September of each year to transact and transfer the duties and obligations of their offices.
Section 5. ADVISORY MEMBERS TO BOARD. A majority of the members of the Board of Directors may elect advisory members to the Board of Directors which advisory members shall consist of an Honorary representative, a Sustaining representative, and any number of interested citizens up to three (3) persons. The purpose of the board will be to serve in an advisory capacity to the President and to the Board of Directors of the Corporation, and none of the advisory members shall have any voting rights in the Corporation or on the Board of Directors.
ARTICLE V
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. ANNUAL MEETINGS. The newly elected Board of Directors shall hold its annual meeting for the purpose of transaction of business, if a quorum of the voting members be present, on or before September 15 of each year at a time and place to be designated, unless at such time it is agreed upon in writing by a majority of said Directors to hold such meeting at some other time.
Section 2. REGULAR MONTHLY BOARD MEETINGS. Regular meetings of the Board of Directors shall be held each month from September through May, at a time and place to be determined by the President.
Section 3. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the President and shall be called by the President or Recording Secretary upon the written request or demand of a majority of the Board of Directors or at the request or demand in writing of at least ten (10) Active Members of the Corporation. The time of such meeting shall not be less than one (1) day nor more than five (5) days after the date of the receipt of the request therefore.
Section 5. ORGANIZATION. The President of the Corporation shall serve as Chairperson of the Board of Directors and call the meeting to order, unless the members present should designate another person as Chairperson. The Recording Secretary shall act as Recording Secretary at all meetings of the Board of Directors, but in the event of her absence or failure to act, the appointment of a Recording Secretary pro tem shall be made by the President.
Section 6. QUORUM AND ADJOURNMENT. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting, but less than a quorum may adjourn any meetings from time to time, or day to day, until a quorum is present, and the business transacted at any adjourned meeting shall have the same legal force and effects as if transacted on the date originally called.
Section 7. NOTICE. No Notice shall be required for the annual meeting or for any regular monthly meeting of the Board of Directors, if such be held. The Recording Secretary, President, or other person designated by the President, shall give notice of every special meeting of the Board of Directors by mailing to each Director, at her last known post office address, a copy of said notice at least five (5) days before the meeting, or by telephoning said notice to each Director at her last known telephone number at least one (1) day before the meeting, or by emailing said notice to each Director at her last known email address at least one (1) day before the meeting, and said notice shall set forth briefly the purpose of the meeting, and provided further that any Director may, in writing, either before or after such special meeting, waive notice thereof, and provided further that any Director by her attendance and any participation in any action taken at any special meeting shall be deemed to have waived such notice.
ARTICLE VI
EXECUTIVE BOARD
Section 1. MEMBERSHIP OF THE EXECUTIVE BOARD. The Executive Board shall consist of the President, Executive Vice-President, Vice-President Parliamentarian, Recording Secretary, Corresponding Secretary, Treasurer, Credit and Hours Chair, and Chairperson of Special Project during that year.
Section 2. VACANCY. In the event of any vacancy on the Executive Board, on account of death, resignation, disqualification, or other cause, the Executive Board may, by an affirmative vote, elect a successor to hold office for the un-expired term of the member of the Executive Board whose place is vacant and until the election and qualification of her successor.
Section 3. DUTIES OF THE EXECUTIVE BOARD. The Executive Board shall have such duties as prescribed by these Amended By-Laws and such duties as are delegated by the Board of Directors of the Corporation.
ARTICLE VII
MEETINGS OF EXECUTIVE BOARD
Section 1. REGULAR MEETINGS. Regular meetings of the Executive Board may be held monthly, without notice, at such time and place as from time to time shall be determined by the President, and/or, a majority of the members of the Executive Board.
Section 2. SPECIAL MEETINGS. Special meetings of the Executive Board may be called by the President and shall be called by the President or Recording Secretary upon the written request or demand of at least three (3) members of the Executive Board or of the Board of Directors. Notice of such meetings may be waived by the members.
Section 3. QUORUM AND ADJOURNMENT. A majority of the members of the Executive Board shall constitute a quorum for the transaction of business at any meeting but less than a quorum may adjourn any meeting from time to time, or day to day, until a quorum is present, and the business transacted at any adjourned meeting shall have the same legal force and effect as if transacted on the date originally called.
ARTICLE VIII
OFFICERS AND OTHER ELECTED POSITIONS
Section 1. PERSONNEL. The Officers of this Corporation shall be a President, an Executive Vice President who shall be the President-Elect of the Corporation, and a Vice-President Parliamentarian who shall be the Past President of the Corporation, a Recording Secretary, a Corresponding Secretary and a Treasurer. Also, an Assistant Treasurer may be elected, if needed.
Section 2. QUALIFICATIONS. All Officers of this Corporation must be Active Members in the Corporation.
Section 3. ELECTION AND TERM OF OFFICE. The Corresponding Secretary shall be appointed by President, but all other officers, the Chairperson of Special Projects, the Chairperson of Sustaining Members, and the Chairperson of Honorary Members, shall be elected by the Membership, as hereinafter provided. Prior to the January meeting of the membership each year, the President of the Corporation shall appoint a Nominating Committee, comprised of four (4) Active Members. At the January meeting of the members of the Corporation, three (3) additional Active Members shall be elected to the Nominating Committee by the voting membership. The Vice-President Parliamentarian of the Corporation shall serve as Chairperson of this committee and the President of the Corporation shall serve as a non-voting advisory member of this committee. Any member may suggest any person for any elective position named in this Article by presenting the suggestion in writing to the Chairperson of the Nominating Committee prior to January 15 of each year. Provided, however, if the name of a member of the Nominating Committee is suggested by any member, for an elective position, such person will be given the opportunity to resign from the Nominating Committee, therefore becoming eligible to be a candidate, and the President of the Corporation shall appoint her replacement. The Nominating Committee shall conduct such meetings as are necessary to nominate one (1) person as a candidate for each position named in this Article. Informational forms detailing a member’s desires for an elective position along with her qualifications may be used to aid the committee in the nomination process. The Nominating Committee shall then report in writing to the President of the Corporation its nominations for each elective position. The election of Officers and other named positions shall be at the annual meeting of the membership of this Corporation in February of each year. Additional nominations may be made from the floor at the time of such annual meeting by voting members of the Corporation. When elected, the Officers shall be installed and assume duties as of the close of the meeting of the membership in May of each year. The Officers of the Corporation shall be elected for a term of one (1) year or until the election or qualification of their successors. No person shall hold the same office for more than two (2) consecutive years. Any Officer may be removed at any time, with or without cause, by an affirmative vote of the majority of the entire voting membership of the Corporation, without participation and voting by the Officer affected.
Section 4. VACANCIES. In the event of the death, resignation, disqualification or removal of any officer, her successor shall be elected by the affirmative vote of a majority of the Executive Board, and each successor shall hold office for the remainder of the term, or until the election and qualification of her successor.
Section 5. ADDITIONAL OFFICERS AND AGENTS. The Board of Directors may appoint such other and additional officers and agents as it shall deem necessary, who shall hold their respective offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors, provided, however, that such action by the Board of Directors must be approved by a majority vote of the voting membership of this Corporation.
Section 6. DUTIES OF THE PRESIDENT. The President shall be the chief executive officer of the Corporation. It shall be her duty to set the agenda and preside at all meetings of the membership, the Board of Directors, and the Executive Board. She shall have general and active management of the business of the Corporation and appoint any appointive Chairpersons and the membership of standing committees as authorized by these Amended By-Laws with the assistance of the Executive Board. She shall appoint special committees if deemed necessary. She shall be an ex officio member of all committees. She shall be entitled to vote in the case of a tie. The President must also see that all orders and resolutions of the Board of Directors and membership are carried into effect. She shall execute all contracts, agreements, deeds, bonds, mortgages, leases, documents and other obligations and instruments, in the
name of the Corporation, when authorized by the membership. She shall have the general supervision and direction of the other Officers of the Corporation and see that their duties are successfully fulfilled. She shall have the powers of supervision and management usually vested in the office of the president of a corporation.
Section 7. DUTIES OF THE EXECUTIVE VICE PRESIDENT. The Executive Vice-President shall be the President-Elect of the Corporation and shall be vested with all of the powers and required to perform all of the duties of the President in her absence or disability, and shall perform such duties as may be prescribed by the Executive Board, the Board of Directors and/or the President. The Executive Vice President shall also send invitations to all approved applicants inviting them to become Provisional Members of the Corporation; shall serve as Chairperson of the Provisional Members; shall serve on the Admissions Committee; and shall assume her duties as President of the
Corporation at the beginning of her term.
Section 8. DUTIES OF THE VICE PRESIDENT-PARLIAMENTARIAN. The Vice-President Parliamentarian shall be the immediate past President of the Corporation and shall be vested with all of the powers and required to perform all of the duties of the President and/or the Executive Vice-President in their absence or disability, and shall perform such duties as may be prescribed by the Executive Board, the Board of Directors and/or the President. She shall also serve as the Chairperson of the Nominating Committee and the Admission Committee, and shall assist the membership in drafting proposed Amendments to the By-Laws pursuant to Section 11 of Article X of these Amended By-Laws.
Section 9. DUTIES OF THE RECORDING SECRETARY. The Recording Secretary shall ensure that a quorum is present at all Executive Board Meetings, all Board Meetings, and at all General Meetings of the Corporation. The Recording Secretary shall record the proceedings of all sessions of the Executive Board, the Board of Directors, and all general membership meetings of the Corporation; maintain a copy of the Amended By-Laws of the Corporation and record amendments thereto; furnish the various committees of the Corporation with materials referred to them; and maintain the corporate seal. She shall also cause notice to be given of all meetings of the membership and of the Board of Directors; and shall perform such other and further duties as may be prescribed by the Board of Directors, the Executive Board and/or the President, under whose supervision she shall act.
Section 10. DUTIES OF THE CORRESPONDING SECRETARY. The Corresponding Secretary shall conduct the general correspondence of the Corporation as directed by the President, and assist the Recording Secretary in causing notice to be given of all meetings of the membership and of the Board of Directors; shall be vested with all of the powers and required to perform all of the duties of the Recording Secretary in her absence or disability, and shall perform such duties as may be prescribed by the
Executive Board, the Board of Directors and/or the President. She shall also conduct a service committee meeting at the direction of the president to be held yearly.
Section 11. DUTIES OF THE TREASURER. It shall be a requirement that any Treasurer and Assistant Treasurer of the Corporation must be bonded by corporate surety bond, in an amount to be determined by a majority of the Board of Directors of the Corporation. The Treasurer shall have general custody of the corporate funds and securities; shall keep, or cause to be kept, books belonging to the Corporation reflecting
accurate records of receipts and payments; shall cause all monies and other valuables effected to be deposited in the name of and to the credit of the Corporation, in such depositories as may be designated by a majority of the Board of Directors; shall cause the funds of the Corporation to be disbursed in such manner as the Executive Board may direct from time to time; shall render to the President and a majority of the board of Directors, whenever they may require it, a proper accounting and statement showing the financial condition of the Corporation; shall notify delinquent members who are ninety (90) days in arrears with their dues that unless such dues are paid within thirty (30) days from the date of such notice that they will automatically forfeit their membership in the Corporation; shall report to the Executive Board the names of those who should forfeit their membership in the Corporation for nonpayment of dues; shall work with the President to prepare the upcoming year’s budget, to be presented to the Board of Directors for approval, and presentation to the voting membership of the Corporation; and submit the books annually for a review for four consecutive years and an audit every fifth year or as otherwise directed by a majority of the Board of Directors. This shall be performed during the summer after the May 31st fiscal year-end. In the event that an Assistant Treasurer of the Corporation is needed and elected pursuant to the terms of these Amended bylaws, said should have the powers required to perform all of the duties of the Treasurer in her absence and shall perform such duties as may be prescribed by the Executive Board, the Board of Directors, and/or the President.
ARTICLE IX
COMMITTEES
Section 1. STANDING COMMITTEES. The following committees shall be Standing Committees of this corporation, and the Chairpersons of each Standing Committee shall be appointed by the President, and the members of such Committees shall be appointed by the President. The Standing Committees of this Corporation are as follows:
A. Credit and Hours. The Credit and Hours Chair (appointed by the President) shall keep the records required to ensure proper credit of each member’s hours and present a record of each member’s current hours to the Board of Directors and general membership at the January meeting; and present the names of those failing to obtain the minimum hours to the Board of Directors at the May meeting; at the direction of and under the supervision of the Board of Directors and the Executive Board, establish rules pertaining to special exemptions from work requirements, procedures for application of Members for those exemptions, and shall review said applications and make recommendations as to approval or denial to the Board of Directors.
B. Return Engagement Steering Committee, which shall conduct all business affairs pursuant to the maintenance of the Corporation’s Return Engagement and any other building or building projects of the Corporation; which will evaluate the needs and oversee the building as directed on occasion by the Board of Directors of the Corporation. The Committee shall also oversee the efficient and profitable operation of Return Engagement and oversee the hiring, salaries and duties of all paid employees of the Corporation.
C. League Development /Project Planning Committee, which shall review comments and suggestions from membership for the betterment of the Corporation, including recommendations for the following year’s Project. Any comments and suggestions which require change of any of the Corporation’s procedures or bylaws shall be submitted to the Board of Directors, Executive Board and membership for approval prior to the change being adopted.
D. Social Committee, which shall plan, organize and hostess all social functions as directed by the Board of Directors and the Executive Board.
E. Community Donations Committee, which shall receive requests for financial assistance from organizations, review such requests in accordance with the guidelines put in place for this committee, and present such approved requests by the Committee to the Board of Directors, Executive Board, and membership for approval. Such approved requests are the presented to the Treasurer and/or Assistant Treasurer for disbursement purposes.
F. Cookbook Steering Committee
G. Historian
H. Special Committees. Any other special committees which shall be appointed as needed by the President of the Corporation, which action must be ratified by a majority vote of the Board of Directors and Membership.
Section 2. VACANCY OF CHAIRPERSONS AND MEMBERS OF COMMITTEES. In the event of any vacancy in the Chairpersons of Standing Committees or Special Committees, on account of death, resignation, disqualification, or other case, President with the approval of the Executive Board may select a successor to hold office for the un-expired term of the person whose place is vacant, and until the qualification of the successor.
Section 3. DUTIES OF CHAIRPERSONS. The Chairperson of each Committee shall be conversant with all that pertains to the work of her Committee. She shall keep a record of all work accomplished by her Committee. She shall be prepared to make a full report at each regular monthly meeting, and shall hold meetings of her Committee as often as necessary to promote the interest of all members and complete her assignments. She shall turn in a written report to the President at the May meeting of the year’s activities of her Committee, to be filed by the Recording Secretary of the Corporation.
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 1. DUTIES MAY BE DELEGATED. In the case of the absence or disability of any officer of the Corporation, or for any other reason deemed sufficient by a majority of the Board of Directors, the Board of Directors may delegate such officer’s power or duties to any other Officer or any other Director for the time being.
Section 2. INSPECTION OF BOOKS. A majority of the Board of Directors shall determine from time to time whether, and, if allowed, when and under what conditions and regulations the corporate records and accounts (except such as may be by Oklahoma law specifically open to inspection), or any of them, shall be open to the inspection of the members, and the members’ rights in this respect are, and shall be
restricted and limited accordingly, subject to the statutory laws of the State of Oklahoma.
Section 3. CHECKS. All checks or demands for money of the Corporation shall be signed by such person, or persons, as the Board of Directors may, from time to time, designate. In the absence of a specific designation, the President, Treasurer, or the Assistant Treasurer shall have the full authority to write checks on behalf of the Corporation. The financial agent and/or agents of the Corporation shall be established by the Board of Directors.
Section 4. FISCAL YEAR. The fiscal year of the Corporation shall be fixed by the Board of Directors of the Corporation.
Section 5. NOTICE AND WAIVER. Except where otherwise provided in these Amended By-Laws, whenever a notice is required to be given to any member, Board of Director or Officer, it shall not be construed to mean personal notice, but such notice may be given in writing, by registered or certified mail, postage prepaid, by depositing the same in a post office or letter box, in an envelope addressed to each member, Board of Director or Officer, at his last known post office address, or at such address as appears on the books of the Corporation, and such notice shall be deemed to be given at the time when the same shall be thus mailed. Any member, Officer or Board of Director may waive, in writing, any notice required to be given under these Amended By-Laws, whether before or after the time stated therein. The presence of any member or Board of Director or Officer at any meeting shall constitute a waiver of notice of such meeting.
Section 6. NON PROFIT CORPORATION AND SALARIES. This Corporation is not intended as a profit making corporation and no profits shall inure to the benefit of any members of this Corporation. None of the members, Board of Directors, or Officers of this Corporation shall receive any salary for their services as such. Provided, however, that nothing herein contained shall be construed to preclude any member, Board of Director or Officer from servicing the Corporation in some other capacity for which she
may receive compensation.
Section 7. RESERVE INVESTMENT ACCOUNT. The Board of Directors, in its discretion, may establish a Reserve Investment Account, which account shall not be more than $15,000, without the approval of a majority of the Active Membership of this Corporation. This Reserve Investment Account may be used in emergency situations to be determined by a majority of the Board of Directors.
Section 8. ADDITIONAL ASSESSMENTS. The membership may not be assessed with additional financial obligations (other than dues) without a two thirds vote of the voting Membership of this Corporation approving such additional assessment. Provided further, that such assessment shall only affect Provisional Members and Active Members.
Section 9. CREDIT AND CONSEQUENCES. The Board of Directors shall establish a system (as described in the current Credit & Hours Policy) to credit each member with the number of hours required to maintain and achieve membership status in this Corporation. The Board of Directors shall also establish a system of consequences for violation of the duties of each member of this Corporation. Both the credit and consequences procedure shall be published and each member shall be notified annually of such credit and consequences rules.
Section 10. RULES OF ORDER. The rules contained in Robert’s Rules of Order shall govern the Proceedings of this Corporation, except in such cases which are governed by these Amended By-Laws. Nothing in these bylaws is to preclude the application of common sense.
Section 11. AMENDMENT OF BY-LAWS. These By-Laws may be altered, amended or repealed, or new By-Laws may be adopted only upon the following conditions:
A. Any proposed amendment to these By-Laws must be presented in writing, signed by a minimum of nine (9) Active Members of the Corporation and be presented to the Parliamentarian of the Corporation for redrafting, if necessary. Such proposed Amendment must then be presented to the Board of Directors for their review.
B. Upon receipt of such proposed amendment, such proposed amendment shall be published at least thirty (30) days before the next meeting of the membership of the Corporation.
C. Such amendment, before it will be adopted, must be approved by a vote of two-thirds of the voting members of this Corporation, at a duly called meeting, which may be one of the regular meetings of the membership of the Corporation.
Section 12. REPEALING PROVISIONS. These Amended By-Laws, upon adoption, shall repeal all other By-Laws, Amendments, and Constitutions heretofore adopted.