BYLAWS Last amended by the Salem City Club Board of Governors on June 7, 2023.Article I - Name The name of this organization is Salem City Club. Article II - Purposes Section 1. The purposes of the Salem City Club are:
Section 2. Salem City Club achieves these purposes by providing regular meetings, lectures, discussions, committee work, and other means the membership or the Board may deem appropriate. Article III - Membership Section 1. Membership Application Any interested person may apply for membership by completing an application form and tendering the completed form together with one year’s annual or prorated dues. The Board shall approve the application form as prepared by the Membership Committee and may change its requirements from time to time at its sole discretion. Section 2. Membership Dues Membership dues shall be determined by action of the Board. Section 3. Payment of Membership Dues Annual dues become due and payable during the month chosen by the Board. Article IV - The Board Section 1. Board Structure The Board of Salem City Club shall consist of annually elected officers as set forth in Article V, six governors elected for staggered three year terms, and the immediate past president who shall be a voting member of the Board. The Board shall constitute the executive body of the Club. Section 2. Board Responsibilities The Board shall consider such matters as may be referred to it and shall devise and propose measures which in its judgment may advance the purposes of the Club. The Board shall transact the business of the Club and shall direct its activities. A majority of the voting members of the Board shall constitute a quorum. Section 3. Board Meetings The Board shall meet regularly, except that by a two-thirds vote of those present it may adjourn to a future definite date. Special meetings of the Board may be called by the president or by two members of the Board upon written notice given by mail or e-mail to each member of the Board at least one week in advance of the proposed meeting. The Board could at its discretion agree to be polled by e-mail for votes on selected issues. Section 4. Board Member Criteria No member shall be eligible for election as an officer or governor who is at the time a candidate for or who is holding elected public office. If any Club office holder accepts or becomes a candidate for such office, this constitutes an automatic resignation from the Club office. Section 5. Board Member Authorization No Board member is authorized to express the opinion of the Club unless the opinion is adopted by a majority vote of those members attending a regular membership meeting. Section 6. Board Member Attendance If a member of the Board fails to attend three consecutive regular meetings of the Board without an excuse deemed valid by a vote of the Board and duly recorded by the Board, the Board shall notify the member by mail or e-mail that this shall be deemed a resignation by such member and shall create an automatic vacancy in the office. The member will have resigned by failure to attend. Section 7. Board Vacancy When the Board is notified by the Immediate Past President that that person will be unavailable or unable to perform the duties of a Board member or when the Board determines that the provisions of Section 6 apply, the Board may declare the position vacant. In the event the Immediate Past President position is declared vacant, the Board may fill the position as provided in Section 8. Section 8. Board Vacancy Appointments Any vacancy which occurs on the Board during the Club year may be filled by appointment by the Board. The appointee will serve until the next annual meeting, at which time the unexpired term of office, if any, will be filled by election of the membership, according to procedures defined under Elections in Article VII. Section 9. Board Member Disputes Any member of the Club dissatisfied with any action of the Board may contact the Board in writing and explain the objection. The Board shall consider the issue in question. If the Board does not take action satisfactory to the member, the member may give notice of objection at any regular membership meeting or through the Bulletin. Discussion and vote on the objection shall be scheduled at the next meeting of the members after notice is given. Decisions reached by a two thirds (2/3) vote of the members present in this manner shall supersede the action of the Board. Article V - Officers Section 1. President The president shall preside at all meetings of the Board and of the Club, shall be an ex officio member of all committees, and shall perform such other duties as are usually incident to such office. A candidate for president must have served at least one year on the Board unless that requirement is specifically waived by a vote of the Board. Section 2. Vice President of Programs The Vice President of Programs shall serve as chair of the Program Committee and shall lead that committee in performing the duties set forth in Article VI. Section 3. Vice President of Membership The Vice President of Membership shall be the chair of the Membership Committee, and shall lead that committee in performing the duties set forth in Article VI. Section 4. Treasurer The Treasurer shall be the chair of the Finance Committee and shall lead that committee in performing the duties set forth in Article VI and shall perform such other duties as are incident to the office or as designated by the Board. Article VI - Committees Section 1. Standing Committees
Section 2. Special Committees
Section 3. Nominating Committee. See Article VII, Elections Article VII - Elections Section 1. Nominating Committee: The Immediate Past President may serve as chair of the Nominating Committee. Before the first of February the Board shall appoint two additional members of the Board to serve on the Nominating Committee. The Nominating Committee shall include five members of the Club, including the three sitting members of the Board. The chairperson shall invite Club members to serve as the additional two committee members. Section 2. Notice of the Nominating Committee chairperson and members, and of offices to be filled, shall be published in the next Bulletin, along with an invitation for members to suggest names of possible candidates to the members of the committee. Section 3. The Nominating Committee shall nominate one or more candidates for each office to be filled. In the event there is a vacancy in the Immediate Past President position, the Nominating Committee may nominate any member to serve in that position until there is a transition of the office of president which creates a new Immediate Past President. The Nominating Committee chairperson shall submit to the Board a list of all persons nominated not later than April first. The list of persons nominated shall be published in the next scheduled Bulletin along with an invitation to members to nominate additional candidates. Additional nominations are made to the Executive Staff not later than May first. No member shall be nominated for any position without his/her consent. Section 4: If the Nominating Committee nominates more than one person for one or more offices, or if there are additional nominations from the membership, an election shall be conducted as established by the Board. Ballots shall be sent to each member of the Club by mail or e-mail and must be returned to the Executive Staff at least four business days prior to the annual meeting by mail or electronically by e-mail. Section 5. If the Nominating Committee nominates no more than one candidate per office, and if there are no additional nominations received before May first, the persons nominated by the Nominating Committee are declared elected. Article VIII - Staff The Board may retain the services of professional staff to work under the direction of the Board president or the president’s assignee to perform such duties as may be required by Board action. Article IX - Meetings Section 1. Annual Meeting An annual meeting date shall be designated each year by the Board to occur before the end of the fiscal year. Section 2. Board Meetings Meetings of the Club shall be scheduled by the Board at such times and places as the Board may designate. Section 3. Special Meetings Special meetings of the Club may be called by the President, or by the Board, or upon receipt by the Board of a petition signed by twenty percent of the members. The Executive Staff shall mail or e-mail to each member of the Club notice of such special meeting at least seven days prior to the date fixed for such meeting, stating the purpose of said meeting. Section 4. Meeting Quorums Twenty-five members shall constitute a quorum for the transaction of business at any regular or special general membership meeting. Article X - Procedure Procedure at all business meetings of the Club shall be governed by Robert’s Rules of Order, except as otherwise expressly provided for in the Bylaws Article XI - Fiscal Year The fiscal year of Salem City Club shall be from July 1 to June 30. Article XII - Solicitation of Funds Salem City Club shall not endorse or authorize solicitation or collection of funds at membership meetings for any public or private cause other than the Club itself. Any such solicitation or collection of funds requires approval of the Board. This shall not prohibit distribution at membership meetings of materials that are primarily informational that relate directly to that meeting’s program. Article XIII – Distribution of Written/Printed Material Distribution of pamphlets, political materials, posters, and other materials not related directly to the program shall be prohibited from meetings of the general membership. Article XIV - Amendments to the Bylaws Any member of the Club may submit a proposed amendment to the Bylaws in writing to the Board. If endorsed by a majority vote of the Board, the proposed change will be voted on at the next annual meeting. The text of the proposed change must be mailed or e-mailed to all members of the Club at least seven (7) days prior to the annual meeting. A proposed amendment may be adopted by an affirmative vote of two-thirds (2/3) of the members present. Article XV - Dissolution Provisions for the distribution of assets upon dissolution or final liquidation are: The 501c(3) Corporation known as Salem City Club may be dissolved upon a two-thirds (2/3) vote of the membership appearing at a meeting after at least thirty (30) days prior notice has been sent in writing by mail or e-mail to each member stating the purpose of the meeting. Upon the dissolution of the Corporation or the completion of its affairs, the assets of the Corporation, after payment of all liabilities, shall be distributed exclusively to charitable organizations which qualify under the provisions of Section 501c(3) of the Internal Revenue code and its regulations, as they now exist, or as they may hereafter by amended. |