BYLAWS
OF
FAIRBANKS
RACING LIONS CLUB, INC.
ARTICLE
I.
OFFICES.
1.01
Registered
Office & Agent.
The registered office of the corporation shall be at 4027 Birch Lane,
Fairbanks, Alaska, 99709. The name
of the registered agent at such address is Isaac Charlton.
1.02
Other
Offices.
The corporation (hereinafter referred to as “Corporation”, “Lions
Club” or “Club”), may also have offices at such other places both within
and without the State of Alaska as the Board of Directors may from time to time
determine or the business of the corporation may require.
ARTICLE
II.
MEMBERS
2.01
Place
of Meetings.
All meetings of the members for the election of Directors shall be held
at such time and place, within or without the State of Alaska, as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.
2.02
Regular
Meetings.
Regular meetings of this club shall be held no less than once each month,
at a time and place recommended by the Board of Directors, and approved by the
club. All meetings shall begin and
end promptly at the regular set times. Except
as otherwise specifically provided in this Constitution and By-Laws, notice of
regular meetings shall be given in such manner as the Board of Directors deems
proper.
2.03
Special
Meetings.
Special meetings of this Club may be called by the President, in his
discretion, and shall be called by the President when requested by the Board of
Directors, at a time and place determined by the person or body requesting the
same. Notice of special meetings
setting forth the purpose, time and place thereof shall be given to each member
of this Club, by mail or personal deliver at least seven (7) days prior to the
date thereof.
2.04
Charter
Night Anniversary Meeting.
A Charter Night Anniversary Meeting of this Club may be held each year,
at which time special attention shall be devoted to the objects and ethics of
Lionism, and the history of this club.
2.05
Annual
Meeting.
An Annual Meeting of this Club shall be held in ________ of each year at
a time and place determined by the Board of Directors, at which meeting the
final reports of the retiring officers shall be read and newly elected officers
shall be installed.
2.06
Quorum.
The presence in person of a majority of the members in good standing
shall be necessary for a quorum at any meeting of this Club.
2.07
Standing
and Voting Privilege.
Any member who fails to pay any indebtedness due this Club within 60 days
after receipt from the secretary of written notice thereof shall thereon forfeit
his good standing and shall so remain until such indebtedness is paid in full.
Only members in good standing may exercise the voting privilege and hold
office in this Club.
2.08
Binding
Effect
Except as otherwise specifically provided, the act of a majority of the
members present at any meeting shall be the act and decision of the entire Club.
2.09
Voting
List.
At least ten days before each annual meeting of the members, a complete
list of the members in good standing entitled to vote at the meeting, arranged
in alphabetical order, with the address of each, shall be prepared by the
officer or agent having charge of the records of membership of the corporation.
The list, for a period of ten days prior to the meeting, shall be kept on
file at the registered office of the corporation and shall be subject to
inspection by any member in good standing at any time during usual business
hours. The list shall also be
produced and kept open at the time and place of the annual meeting during the
whole time thereof, and shall be subject to the inspection of any member in good
standing during the whole time of the meeting.
2.10
Notice.
Written or printed notice stating the place, day and hour of any special
or annual meeting of the membership, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than seven (7) days before the date of the meeting, either personally or by
mail, by or at the direction of the president, the secretary, or the officer or
person(s) calling the meeting, to each member in good standing of the record,
entitled to vote at the meeting. The
notice period shall be at least two (2) weeks for meetings called for a vote on
proposed amendment of the By-Laws or for election of officers and Board Members,
or their replacement. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail addressed to the member at his address as it appears on the books of the
corporation, with postage thereon prepaid.
2.11
Majority
Vote, Withdrawal of Quorum.
When a quorum is present at any meeting, the vote of the majority of the
members in good standing present in person or represented by proxy, shall decide
any question brought before such meeting, unless the question is one upon which,
by express provision of the Act or of the Articles of Incorporation or of these
By-Laws, a different vote is required, in which case such express provision
shall govern and control. The
members present at a duly organized meeting may continue to transact business
until adjournment, notwithstanding the withdrawal of enough members to leave
less than a quorum.
2.12
Record
Dave; Closing Transfer Books.
The Board of Directors may fix in advance
a record date for the purpose of determining members in good standing entitled
to vote at a meeting of the membership, the record date not to be less than ten
(10) or more than sixty (60) days prior to the meeting.
In the absence of any action by the Board of Directors, the date upon
which the notice of the meeting is mailed shall be the record date.
2.13
Action
Without Meeting.
Any action required by statute, the Articles of Incorporation or these
By-Laws, to be taken at a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all of the members entitled to vote with
respect to the subject matter thereof and such consent shall have the same force
and effect as a unanimous vote of the membership.
Any such signed consent, or a signed copy thereof, shall be placed in the
minute book of the corporation.
ARTICLE
III.
DIRECTORS
3.01
Management.
The business and affairs of the corporation shall be managed by the Board
of Directors who may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the Articles of Incorporation
or by these By-Laws directed or required to be exercised or done by the members.
3.02
Number;
Qualification; Election; Term.
The Board of Directors shall consist of not less than three (3) nor more
than thirteen (13) Directors, each of whom must be members in good standing of
the corporation. One-half of the Directors shall be elected at the annual
meeting of the members, except as provided in By-Laws 3.03 and 3.05.
Each Director elected shall hold office until his successor shall be
elected and shall qualify. One-half
of the Directors shall be elected annually and shall take office on the July 1st
next following their election, and shall hold office for two years from that
time or until their successors shall have been elected and qualified, with the
exception that at the first election held after the adoption of this
Constitution and By-Laws, one-half of the Directors shall be elected for two
year terms and the other one-half of the Directors shall be elected for one year
terms.
3.03
Change
in Number.
The number of Directors may be increased or decreased from time to time
by amendment to these By-Laws but no decrease shall have the effect of
shortening the term of any incumbent Director.
Any Directorship to be filled by reason of an increase in the number of
Directors shall be filled by election at an annual meeting or at a special
meeting of members called for that purpose.
3.04
Removal.
Any Director may be removed for just cause upon resolution of the Board
of Directors at any special or annual meeting of members by the affirmative vote
of a majority in number of members in good standing present in person at such
meeting and entitled to vote for the election of such Director if notice of
intention to act upon such matter shall have been given by the notice calling
such meeting.
3.05
Vacancies.
Any vacancy occurring in the Board of Directors (by death, resignation,
removal or otherwise) may be filled by an affirmative vote of a majority of
members in good standing who are present at the properly noticed meeting and
members for that purpose.
3.06
Place
of Meetings.
Meetings of the Board of Directors, regular or special, may be held
either within or without the State of Alaska.
3.07
First
Meetings.
The first meeting of each newly elected Board shall be held without
further notice immediately following the annual meetings of members, and at the
same place, unless (by unanimous consent of the Directors then elected and
serving) such time or place shall be changed.
3.08
Regular
Meetings.
Regular meetings of the Board of Directors may be held without notice at
such time and place as shall from time to time be determined by the Board.
3.09
Special
Meetings.
Special Meetings of the Board of Directors may be called by the
President, or when requested by five (5) or more members of the Board of
Directors, at such time and place as the presiding officer shall determine. Except as otherwise provided by statute, or by the Articles,
neither the business to be transacted at, nor the purpose of, any special
meeting need be specified in a notice or waiver of notice.
3.10
Quorum;
Majority Vote.
At all meetings of the Board of Directors a majority of the number of
Directors serving shall constitute a quorum for the transaction of business.
The act of a majority of the Directors present at any meeting at which a
quorum is present shall be the act of the Board of Directors, except as
otherwise specifically provided by statute or by the Articles of Incorporation
or by these By-Laws. If a quorum is not present at a meeting of the Board of
Directors, the Directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until the quorum is
present.
3.11
Duties
and Powers.
In addition to those duties and powers, express and implied, set forth
elsewhere in the By-Laws, the Board of Directors shall have the following duties
and powers:
3.11.1.1
It shall constitute the Executive Board of this Club and be responsible
for the execution, through the Club officers, of the policies approved by this
Club. All new business and policy
of this club shall be considered and shaped, first, by the Board of Directors
for presentation for an approval by the Club members at a regular or special
Club meeting.
3.11.1.2
It shall authorize all expenditures and shall not create any indebtedness
beyond the current income of this Club, nor authorize disbursal of Club funds
for purposes inconsistent with the business and policy authorized by the Club
membership.
3.11.1.3
It shall have power to modify, override or rescind the action of any
officer of this Club.
3.11.1.4
It shall have the books, accounts and operations of this Club reviewed
annually, or in its discretion, more frequently and may require an accounting or
have a review made, of the handling of any Club funds by an officer, committee
or member of this Club. Any member of this Club in good standing my inspect any such
review or accounting upon request at a reasonable time and place.
3.11.1.5
It shall appoint, on recommendation of the Finance Committee, a bank or
banks for the deposit of the funds of this Club.
3.11.1.6
It shall appoint the surety for the bonding of any officers of this Club.
3.11.1.7
It shall not authorize, nor permit, the expenditure, for any
administrative purpose, of the net income of projects or activities of this Club
by which funds are raised from the public.
3.12
Procedure.
The Board of Directors shall keep regular minutes of its proceedings.
The minutes shall be placed in the minute book of the corporation.
3.13
Interested
Directors, Officers and Members.
3.13.1
Validity.
Any contract or other transaction between the corporation and any of its
directors, officers or members (or any corporation or firm which any of them are
directly or indirectly interested) shall be valid for all purposes
notwithstanding the presence of such Director, officer or member at the meeting
authorizing such contract or transaction, or his participation in such meeting
or authorization.
3.13.2
Disclosure,
Approval. The foregoing shall,
however, apply only if the interest of each such Director, officer or member is
known or disclosed:
3.13.2.1
To the Board of Directors and it nevertheless authorizes or ratifies the
contract or transaction by a majority of the Directors present, each such
interested Director is not to be counted in determining whether a quorum is
present and in calculating the majority necessary to the vote; or
3.13.2.2
To the members when they nevertheless authorize or ratify the contract or
transaction by a majority of those members in good standing who are present,
each such interested person is not to be counted for quorum and voting purposes.
3.13.3
Non-exclusive.
This provision shall not be construed to invalidate but only to make
voidable any contract or transaction which would be valid in the absence of this
provision.
ARTICLE
IV.
EXECUTIVE,
STANDING, AND SPECIAL COMMITTEES.
4.01
Designation.
The Board of Directors may, by resolution adopted by a majority of the
whole Board, designate an executive committee, to consist of two or more of the
Directors of the corporation, one of whom shall be the President of the
corporation.
4.02
Authority.
The executive committee, to the extent provided in such resolution, shall
have and may exercise all of the authority of the board of Directors in the
management of the business and affairs of the corporation, except where action
of the full Board of Directors is required by statute or by the Articles of
Incorporation, and shall have power to authorize the seal of the corporation to
be affixed to all papers which may require it.
4.03
Procedure.
The executive committee shall keep regular minutes of its proceedings and
report the same to the Board of Directors when required.
The minutes of the proceedings of the executive committee shall be placed
in the minute book of the corporation.
4.04
Removal.
Any member of the executive committee may be removed by the Board of
Directors by the affirmative vote of a majority of the whole Board, whenever in
its judgment the best interests of the corporation will be served thereby.
4.05
Responsibility.
The designation of an executive committee and the delegation of authority
to it shall not operate to relieve the Board of Directors, or any member
thereof, of any responsibility imposed upon it or him by law.
4.06
Standing
Committees.
The following Standing Committees may be appointed by the President.
4.06.1
Administrative Committees
4.06.1.1
Attendance
4.06.1.2
Constitution and
By-Laws
4.06.1.3
Convention
4.06.1.4
Finance
4.06.1.5
Lions Information
4.06.1.6
Membership
4.06.1.7
Program
4.06.1.8
Public Relations
Bulletin Editor
4.06.1.9
Greeter
4.06.1.10
Leadership Development
4.06.2
Activities Committees
4.06.2.1
Citizenship Services
4.06.2.2
Education Services
4.06.2.3
Sight Conservation and Work with the Blind
4.06.2.4
Health Services
4.06.2.5
Social Services
4.06.2.6
Recreational Services
4.06.2.7
Public Services
4.06.2.8
International Services
4.06.2.9
Hearing and Speech Action and Work with the Deaf
4.07
Special
Committees.
From time to time, the President may appoint, with the approval of the
Board of Directors, such Special Committees as may be necessary in his judgment
or the judgment of the Board of Directors.
4.08
President
Member.
The President shall be an ex-officio member of all committees.
4.09
Committee
Members.
All committees shall consist of a chairman and, subject to By-Law 4.07
above, as many members as shall be considered necessary by the President.
4.10
Committee
Reports.
Each committee, through its chairman, shall report, either verbally or in
writing, each month to the Board of Directors.
4.11
Administrative
and Activity Matters.
All problems pertaining to either administrative or activity matters
shall be referred to the corresponding committee for study and recommendation to
the Board of Directors.
ARTICLE
V.
NOTICE
5.01
Method.
Whenever by statute or the Articles of Incorporation of these By-Laws,
notice is required to be given to any Director or member, and no provision is
made as to how the notice shall be given, it shall not be construed to mean
personal notice, but any such notice may be given (a) in writing, by mail,
postage prepaid, addressed to the Director or member at the address appearing on
the books of the corporation, or (b) by announcement at a regular meeting of the
Club members, or in any other method permitted by law.
Any notice required or permitted to be given by mail shall be deemed
given at the time when the same is thus deposited in the United States mail.
5.02
Waiver.
Whenever, by statute or the Articles of Incorporation or these By-Laws,
notice is required to be given to any member or Director, a waiver thereof in
writing signed by the person or persons entitled to such notice, whether before
or after the time stated in such notice, shall be equivalent to the giving of
such notice. Attendance of a
Director or member at a meeting shall constitute a waiver of notice of such
meeting, except where a Director or member attends for the express purpose of
objecting to the transaction of any business on the ground that the meeting is
not lawfully called or convened.
ARTICLE
VI.
OFFICERS
AND AGENTS.
6.01
Number, Qualification; Duties; Election.
6.01.1
Officers.
The officers of this Club shall be a President, Immediate Pas President,
First Vice-President, Second Vice- President, Secretary, Treasurer, Lion Tamer,
Tail Twister and all Directors.
6.01.2
Standing.
No person shall be eligible to hold office in this Club unless he is an
Active member in good standing.
6.01.3
Compensation.
No officer shall receive any compensation for any service rendered to
this club in his official capacity with the exception of the secretary, whose
compensation, if any, shall be fixed by the Board of Directors.
6.01.4
Duties.
6.01.4.1
PRESIDENT: He shall be
the Chief Executive Officer of this Club; preside at all meetings of the Board
of Directors and this Club; issue the call for regular and special meetings of
the Board of Directors and this Club; appoint the Standing and Special
committees of this Club and cooperate with chairmen thereof to effect regular
functioning and reporting of such committees; see that regular elections are
duly called, noticed and held; and cooperate with, and be an active member of,
the District Governor’s Advisory Committee of the Zone in which this Club is
located.
6.01.4.2
IMMEDIATE PAST PRESIDENT: He
and the other Past President shall officially greet members and their guests at
Club meetings and shall represent this Club in welcoming all new service-minded
men in the community served by this Club.
6.01.4.3
VICE-PRESIDENTS: If the
President is unable to perform the duties of his office for any reason, the
Vice-President next in rank shall occupy his position and perform his duties
with the same authority as the President.
Each Vice-President shall, under the direction of the President, oversee
the functioning of such committees of this Club as the President shall
designate.
6.01.4.4
SECRETARY: He shall be under
the supervision and direction of the President and the Board of Directors and
shall act as the liaison officer between the Club and the District (Single or
Sub- and Multiple) in which this Club is located, and the Association. In fulfillment of this, he shall:
6.01.4.4.1
Submit regular monthly and other reports to the International Office of
the Association on Blanks provided by it containing such information as may be
called for therein and otherwise by the Board of Directors of the Association;
6.01.4.4.2
Submit semi-annually to the International Office of the Association
reports of the financial condition of this Club;
6.01.4.4.3
Submit to the District Governor’s Cabinet such reports as it may
require including copies of regular membership and activities reports;
6.01.4.4.4
Cooperate with and be an Active member of the District Governor’s
Advisory Committee of the Zone in which this Club is located;
6.01.4.4.5
Have custody and keep and maintain general records of this Club,
including records of minutes of Club and Board meetings; attendance; committee
appointments; elections, classifications (if any), addresses and telephone
numbers of members; members’ Club accounts, and Club receipts and
disbursements.
6.01.4.4.6
Issue quarterly or semi-annual statements to each member for dues and
other financial obligations owed to this Club, collect and turn the same over to
the Club treasurer and obtain a receipt therefore.
6.01.4.4.7
Give bond for the faithful discharge of his office in such sum and with
such surety as determined by the Board of Directors.
6.01.4.5
TREASURER: He shall:
6.01.4.5.1
Receive all monies, from the secretary and otherwise
and deposit the same in a bank or banks recommended by the Finance
Committee and approved by the Board of Directors;
6.01.4.5.2
Pay out monies in payment of Club obligations only on authority given by
the Board of Directors. All checks
and vouchers shall be signed by one other officer, determined by the Board of
Directors.
6.01.4.5.3
Prepare and submit monthly and semi-annual financial reports to the
International Office of the Association and the Board of Directors of this Club.
6.01.4.5.4
Give bond for the faithful discharge of his office in such sum and with
such surety as determined by the Board of Directors.
6.01.4.6
LION TAMER: The Lion Tamer
shall have charge of and be responsible for the property and paraphernalia of
the Club, including flags, banners, gong, gavel, song books, and button board.
He shall put each in its proper place before each meeting and return the
same to the proper storage area after each meeting.
He shall act as sergeant-at-arms at meetings, see that those present are
properly seated, and distribute bulletins, favors and literature as required at
Club and Board meetings. He shall
give special attention to assure that each new member sits with a different
group at each meeting so that he can become better acquainted.
6.01.4.7
TAIL TWISTER: He shall
promote harmony, good fellowship, life and enthusiasm in the meetings through
appropriate stunts and games and the judicious imposition of fines on club
members. There shall be no ruling
from his decision in imposing a fine, provided, however, that no fine shall
exceed .25 (twenty-five) cents, and no member shall be fined more than $1.00 at
any one meeting. The Tail Twister
may not be fined except by the unanimous vote of all members present.
All monies collected by the tail Twister shall be immediately turned over
to the treasurer and a receipt be given therefore.
6.01.4.8
Such other officers (including a Chairman of the Board and additional
vice-presidents) and assistant officers and agents as the Board of Directors may
think necessary.
6.01.5
Election
of Officers.
The officers of this Club, excluding the Immediate Past President, shall
be elected as follows:
6.01.5.1
A nomination meeting shall be held in March of each year, with the date
and place of such meeting to be determined by the Board of Directors and notice
thereof mailed to each member of this Club at least ten (10) days prior to the
time of the holding thereof.
6.01.5.2
The President shall appoint a nominating committee which shall submit the
names of candidates for the various Club offices to the Club at the nomination
meeting. At this meeting
nominations for all offices to be filled in the succeeding year may also be made
from the floor.
6.01.5.3
If in the interim between the nomination meeting and the election meeting
any nominee is unable for any reason to serve in the office to which he was
nominated and for which officer there was no other nominee, the nominating
committee shall submit, at the election meeting, names of additional nominees
for that office.
6.01.5.4
An election meeting shall be held no later than April 15 of each year, at
a time and place determined by the Board of Directors, and two weeks prior
written notice thereof shall be given to each member of the Club by the
secretary, by mail or personal delivery. Such
notice shall include the names of all nominees approved at the preceding
nomination meeting, and subject to paragraph (6.01.5.3) above, a statement that
these nominees will be voted upon at this election meeting. No nominations may be made from the floor at the election
meeting.
6.01.5.5
Subject to the provisions of (6.01.7),
all officers, other than Directors, shall be elected annually and shall take
office on July 1st, and shall hold office for one year from that
date, or until their successors shall have been elected and qualified.
6.01.6
The election shall be by ballot by those present and qualified to vote.
A plurality vote shall be necessary to elect.
6.01.7
Any officer may be removed from office for good cause by two-thirds (2/3)
vote of all members in good standing entitled to vote.
6.02
Authority.
Officers and agents shall have such authority and perform such duties in
the management of the corporation as are provided in these By-Laws or as may be
determined by resolution of the Board of Directors not inconsistent with these
By-Laws.
ARTICLE
VII.
GENERAL PROVISIONS
7.01
Books
and Records.
The corporation shall keep correct and complete books and records of
account and shall keep minutes of the proceedings of its members and Board of
Directors, and shall keep at its registered office or principal place of
business or registrar, a record of its members in good standing.
7.02
Annual
Statement.
The Board of Directors shall present at each annual meeting of members a
full and clear statement of the business and condition of the corporation,
including a reasonably detailed balance sheet, income statement and surplus
statement.
7.03
Checks
and Notes.
All checks or demands for money and notes of the corporation shall be
signed by such officer or officers or such other persons as the Board of
Directors may from time to time designate.
7.04
Fiscal
Year.
The fiscal year of the corporation shall be from July 1st to
June 30th of the next year.
7.05
Seal.
The corporate seal (of which there may be one or more exemplars) shall
contain the name of the corporation, the name of the State of Incorporation, and
the year of incorporation.
7.06
Indemnification.
7.06.1
Persons.
The corporation shall indemnify, to the extent provided in paragraph
7.07(b), these persons:
7.06.2
Extent.
The indemnification shall be against expenses actually and necessarily
incurred by such person, and any amount paid in satisfaction of judgment in
connection with any action, suit or proceeding (whether civil or criminal) in
which he is made a party by reason of being or having been such a Director,
Officer, Agent or employee (whether or not such at the time the costs or
expenses are incurred by or imposed on him) except in relation to matters as to
which he shall be adjudged in such action, suit or proceeding to be liable for
gross negligence or willful misconduct in the performance of his duty.
7.06.3
Reimbursement.
The corporation may reimburse to any such person the reasonable costs of
settlement of any such action, suit or proceeding, if it is found by a majority
of the committee of the Board of Directors not involved in the matter (whether
or not a quorum) that (1) it was to the best interest of the corporation to make
such a settlement and (2) such person was not guilty of gross negligence or
willful misconduct.
7.06.4
Non-Exclusive.
Any Director, officer or agent may resign by giving written notice to the
President or the secretary. The
resignation shall take effect at the time specified therein.
Unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
7.07
Amendment
of By-Laws.
These By-Laws may be altered, amended, or repealed as provided by Article
V of the Articles of Incorporation.
7.08
Construction.
Whenever the context so requires, the masculine shall include the
feminine and neuter, and the singular shall include the plural, conversely.
If any portion of these By-Laws shall be invalid or inoperative, then, so
far as is reasonable or possible:
7.08.1
The remainder of these By-Laws shall be considered valid and operative,
and,
7.08.2
Effect shall be given to the intent manifested by the portion held
invalid or inoperative.
7.09
Headings.
The headings used in these By-Laws have been inserted for convenience
only and do not constitute matter to be construed in interpretation.