The By-Laws Of The Downtown Optimist Club Of Meridian
Our Mission Statement:
The Downtown Optimist Club of Meridian is committed to providing members of the business community of Meridian and Lauderdale County the opportunity to aid and encourage the development of the youth of our community in an environment rich in fellowship and personal growth.
ARTICLE I: Qualification for Membership
Section 1:
The membership of this Club shall represent a cross-section of the business, social, and cultural life of the community and shall consist of adults of good character and community standing, generally compatible with the membership of all Optimist Clubs, who reside or have community interests in the City of Meridian or the area adjacent thereto and who have been duly elected to membership in the manner prescribed in these bylaws. All memberships shall be held by individuals and shall not be transferable.
ARTICLE II: Applications and Elections to Membership
Section 1:
Applications for membership shall be in writing, in the form prescribed by the Board of Directors, executed by two members, and shall be sent to the Chair of the Membership Committee.
Section 2:
The Membership Chair shall report to the Board of Directors, which shall then consider the application. The Board of Directors may, if it thinks fit, reject any application without giving reasons.
Section 3:
If the Board of Directors approves the application of any candidate, they shall report such action to the Club membership at the next regular meeting. Any member or members of the Club may object to approval of the applicant by voicing such objection during that Club meeting. In the case of an objection, a vote shall be cast thereon by the members present. Rejection of an applicant will require a simple majority vote.
Section 4:
Applicants for membership may not be brought as guests to meetings of the Club during the interval between the submission of their applications and their election to membership.
Section 5:
If the candidate is approved, then upon payment of the initiation fee to the Treasurer, the applicant shall be elected to membership and his name placed on the roll by the Secretary as a new member and the Secretary shall notify applicant and Optimist International of such actions. This fee shall be waived for an Optimist member in good standing who transfers from another Optimist Club, if such transfer is within six months of the separation from the previous Club.
Section 6:
In case of rejection by either the Board of Directors or the Club membership, the applicant shall not be reconsidered for membership for a period of one year from time of rejection.
Section 7:
Any member in good standing with another Club of Optimist International may apply for dual membership subject to the normal application and election process.
Section 8:
Any person meeting the general requirements for membership may become an associate member of the Downtown Optimist Club if the member meets the following criteria:
- The member is unable to attend meetings on a regular basis due to serious illness, or
- The member is away from the community on a regular basis by reason of his employment so as to preclude regular attendance of the meetings, or
- The member is granted special authorization by the Board of Directors.
All Associate Memberships are subject to the discretion and annual approval of the Board of Directors at their October Board meeting. Associate Membership does not qualify a member to vote or hold office in the Downtown Optimist Club.
ARTICLE III: Termination of Membership
Section 1:
Any member may resign from the Club by giving notice in writing to the Secretary, and such resignation shall take effect from the date of receipt of said notice by the Secretary.
Section 2:
Membership in the Club shall automatically terminate on the removal of the residence of the member from Meridian, Mississippi, or Lauderdale County, Mississippi, or when he no longer has community interest in the City of Meridian or the adjacent area. The Secretary-Treasurer shall, if requested, supply said member with a certificate of membership and transfer.
Section 3:
Any member may be expelled for cause, including nonpayment of dues, assessments, or other bills, with a simple majority vote of the Board of Directors. Said member may appeal the decision of the Board of Directors and seek reinstatement by the general membership at the next regularly scheduled business meeting.
ARTICLE IV: Meetings
Section 1:
Regular meetings of the Club shall be held weekly with the first regular meeting of each month designated as a business meeting. Said business meeting schedule may be subject to change, on a month by month basis, upon the request of the President one week prior to the regularly scheduled business meeting. No guests shall be invited to attend the monthly business meeting. Quorum shall constitute all those present and eligible to vote at any scheduled business meeting.
Section 2:
The President shall call a special meeting anytime upon receiving a request in writing signed by five members in good standing and he may call a special meeting at any other time that he deems advisable.
Section 3:
Notices of any special meeting shall be mailed by the Secretary-Treasurer to every member in good standing at least three days before the date of such meeting. Such notice shall state the nature of the business that is to be transacted at such meeting and no other matters shall be dealt with at that time.
Section 4:
The Board of Directors shall meet at least once in each month on a regular day to be fixed by it at the beginning of its tenure of office, or at the call of the President, or of any three (3) members of the Board. Minutes of said meetings shall be presented at the next regularly scheduled business meeting.
Section 5:
Except where otherwise provided, the procedure at meetings of the Club and Board of Directors shall be governed by Robert’s Rules of Order.
ARTICLE V: Election of Officers
Section 1:
On or before the first day of April in each year the President shall appoint a nominating committee of not less than three (3) members, said members are to be past Presidents of the Club. Notice of the appointment of the nominating committee, together with the names of the members thereof, shall be announced at each regular meeting of the Club until elections are held.
Section 2:
The Nominating Committee shall nominate one member for each elective office in the Club for the ensuing year. They shall report such nominations to the Club not later than the regular meeting one week prior to election day. The election day shall be the regularly scheduled May business meeting.
Section 3:
So as not to preclude nominations from the floor during elections, any member in good standing may make nominations from the floor for any office provided he has, in writing, prior to making said nominations, a letter from the nominees of their willingness to accept if elected.
Section 4:
For the offices of President and Secretary-Treasurer, each nominee must be bondable.
Section 5:
Separate ballot papers shall be prepared for each office contested.
Section 6:
The newly elected officers shall assume office on October 1st with terms lasting until September 30th.
Section 7:
The Board of Directors shall consist of the Officers and Directors as follows:
Office Term
President 1 Year
Vice President 1 Year
Secretary-Treasurer 1 Year
Immediate Past President 1 Year
(3) Directors – 2 Years (Elected in years ending in even numbers)
(3) Directors – 2 Years (Elected in years ending in odd numbers)
ARTICLE VI: Duties of Officers
Section 1:
The President shall, when present, preside at all meetings of the Club or the Board of Directors. In the President’s absence or at his direction, the Vice President will preside. In the absence of the President and the Vice President, the Secretary-Treasurer shall preside. The President shall exercise a general supervision over the affairs of the Club during his tenure of office subject to the direction of the Board of Directors and the general membership and shall perform such other duties as are ordinarily incumbent upon the President.
Section 2:
The Vice President shall perform such duties as may be designated in these Bylaws or delegated to him by the President.
Section 3:
The Secretary-Treasurer shall keep the records, including minutes of all meetings, and conduct the correspondence of the Club subject to the general direction and supervision of the Board of Directors. He shall make all necessary reports to Optimist International and the District. He shall collect all monies due the Club, giving receipts in the Club name and making disbursements and accounting for all monies to the Board of Directors.
He shall prepare and present at the October business meeting, an annual financial report, showing all monies received and disbursed by the Club during the past year. He shall also prepare and present a financial report to the Board of Directors for their inspection and approval at the first monthly meeting of the Board of Directors during each quarter of the year.
Section 4:
The Board of Directors shall exercise the general management of the Club’s affairs, subject only to the directions of the general membership of the Club. It shall also perform such other duties as are required by the Bylaws of the Club or are ordinarily performed by the Board of Directors of an organization.
Section 5:
The Immediate Past President shall provide advice and counsel to the Board of Directors to assure continuity of operations of the Club. He shall serve with full voting rights.
Section 6:
The President shall vote only in the case of a tie.
Section 7:
In the event the President cannot fulfill his term of office, the Vice President will succeed as President for the remainder of the term. A special election will then be held to elect a new Vice President.
ARTICLE VII: Committees
Section 1:
There shall be the following Standing Committees of the Club:
- Community Services
- Membership & Fellowship
- Pancake Jubilee
- Programs
- Publicity
- Youth Activities
Section 2:
The President shall appoint the Chair of each Standing Committee subject to the approval of the Board of Directors. The President shall announce the approved appointments not later than the second meeting of the new term. The duties of the standing committees shall be specifically prescribed by the Board of Directors and shall be provided to the Chairpersons.
Section 3:
In addition to these Standing Committees, special committees may from time to time be appointed by the President subject to the approval of the Board of Directors.
ARTICLE VIII: Revenue
Section 1:
The budget shall be prepared by the incoming Board of Directors and presented for approval by the membership at the October Business Meeting. This includes determining the initiation fee and annual dues for the coming year in an amount sufficient to pay all International and District dues and fees plus an amount sufficient to provide for Club administration.
Section 2:
The annual dues are payable quarterly, semiannually, or annually in advance, less any credits any life member may be entitled to by virtue of such life membership in Optimist International.
Section 3:
Any indebtedness of members for dues, assessments, or other bills shall be due and payable within thirty (30) days from the first day of each quarter. The Secretary-Treasurer shall provide detailed statements to each member at least fifteen (15) days prior to the first day of each quarter.
Those members who have not paid such indebtedness within thirty days shall be delinquent.
The Vice President and Secretary-Treasurer are responsible for the collection of delinquent accounts and must report their status to the Board of Directors.
If a member’s debt has not been collected within 60 days of the first day of each quarter, the member shall be automatically suspended from membership and shall not be reinstated until all indebtedness is paid. A suspended member may not attend any regular weekly meetings and is not eligible to vote on any matter.
If the indebtedness remains unpaid for more than 90 days of the first day of each quarter, the member shall be terminated at the discretion of the Board of Directors. Such forfeiture of membership shall not cancel the said indebtedness.
Section 4:
A General Fund and a Youth Activities Fund shall be held in separate accounts by the Secretary-Treasurer. The General Fund shall receive income from dues and fees and is to be expended for the administration of the Club. The Youth Activities Fund shall receive income from all fundraisers, donations, and interest and is to be expended for youth serving projects.
With recommendation of the Board of Directors and approved by the membership, the Club may participate in fundraising activities to be used for non-youth serving projects.
Section 5:
Deviation from the budget requires prior approval from the Board of Directors.
ARTICLE IX: Miscellaneous
Section 1:
When a member has served for a full term as President of the Club, he shall not be eligible for reelection as President to serve successive terms.
Section 2:
The Club may pay, in whole or part, the necessary expenses of all duly elected delegates to District and International Conventions.
Section 3:
All badges, documents and devices of any kind bearing upon them the name or emblem of the Club of Optimist International shall at all times be returned to the Secretary-Treasurer by any member who resigns his membership in the Club.
Section 4:
Prior to the President and Secretary-Treasurer assuming office, the Club shall furnish a good and sufficient performance bond with a company authorized to do business in the State of Mississippi, to cover these officers during their term in office.
Section 5:
The President, Vice President, and Secretary-Treasurer are authorized to sign checks and withdrawal orders. Checks and withdrawal orders will require two signatures of the three authorized officers.
ARTICLE X: Amendment
Section 1:
Any amendment to these bylaws must be in conformity with the Constitution and Bylaws of Optimist International; shall be adopted by a two-thirds (2/3) vote of the members present at any meeting; provide written notice of the proposed amendments; and date of such meeting shall have been given to the members at least two (2) weeks prior thereto. For purposes of written notice, e-mail or other forms of electronic transmission shall be acceptable, in addition to other reasonable means.
Section 2:
A motion to amend the Bylaws will be accepted at any meeting. Upon a majority vote approving the Motion, the Secretary/Treasurer will notify the general membership in writing of the proposed change in accordance with Article X, Section 1.
Section 3:
All amendments to the bylaws must be submitted to Optimist International.
ARTICLE XI: Not-For-Profit Organization
Section 1:
This Club is organized and shall operate as a not-for-profit organization and shall be incorporated within the state/provincial/national statutes as such. The Club is organized and shall operate exclusively for charitable and educational purposes set forth in Section 501(c)(3) of the Internal Revenue Code of 1986, as now in effect on or as may be amended (the “Code”), including, but not limited to, developing Optimism as a philosophy of life, utilizing the tenets of the Optimist Creed; to promote an active interest in good government and civic affairs; to inspire respect for the law; to promote patriotism and work for international accord and friendship among all people; to aid and encourage the development of youth, in the belief that the giving of one’s self in service to others will advance the well-being of humankind, community life, and the world.
ARTICLE XII: Dissolution
Section 1:
Upon the dissolution of the Club, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Club, dispose of all the assets of the Club exclusively for the purposes of the Club in such manner, or to such organization or organizations, including Optimist International, organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3)of the Code, as the Board of Directors shall determine.