Constitution
ARTICLE I - Name
The name of the organization shall be the "Optimist Club of Herndon". It shall be a member club of Optimist International.
The Optimist Club of Herndon is incorporated under the Nonprofit Organization Act of the Commonwealth of Virginia for the purposes hereinafter set forth.
The Optimist Club of Herndon is incorporated under the Nonprofit Organization Act of the Commonwealth of Virginia for the purposes hereinafter set forth.
ARTICLE II - PURPOSES
The purposes of the Optimist Club of Herndon shall be to develop optimism as a philosophy of life; to promote an active interest in good government and civic affairs; to inspire respect for law; to promote patriotism and work for international accord and friendship among all people; and to aid and encourage the development of youth in the belief that giving of one’s self in service to others will advance the well being of man, his community, and world.
ARTICLE III - DEFINITIONS
In this constitution and by-laws and in any existing or future policy and/or resolution, and unless contents otherwise require:
"OI" - shall mean Optimist International.
"District" - shall mean the Capital-Virginia District of OI.
"Officers" - shall mean the President, the Club Activities Vice President, the Youth Sports Vice President, the Youth Programs Vice President, the Secretary/Treasurer, the Secretary and the Treasurer.
"Board of Directors" - shall mean the Past President, the President, the President-Elect, the Club Activities Vice President, the Youth Sports Vice President, the Youth Programs Vice President the Secretary/Treasurer, the Secretary, the Treasurer, the Board Member at Large (Fund Raising), and the Board Member at Large (Programs).
"By-laws" - shall mean the by-laws of this club as they may be adopted or amended.
"Policies" - shall mean the resolutions that may be adopted or amended by the Board of Directors.
"Fiscal Year" - shall be the period for the maintenance of the monetary accounting records and policy records and the term of office for the Officers and the Board of Directors which shall be October 1 to September 30.
"OI" - shall mean Optimist International.
"District" - shall mean the Capital-Virginia District of OI.
"Officers" - shall mean the President, the Club Activities Vice President, the Youth Sports Vice President, the Youth Programs Vice President, the Secretary/Treasurer, the Secretary and the Treasurer.
"Board of Directors" - shall mean the Past President, the President, the President-Elect, the Club Activities Vice President, the Youth Sports Vice President, the Youth Programs Vice President the Secretary/Treasurer, the Secretary, the Treasurer, the Board Member at Large (Fund Raising), and the Board Member at Large (Programs).
"By-laws" - shall mean the by-laws of this club as they may be adopted or amended.
"Policies" - shall mean the resolutions that may be adopted or amended by the Board of Directors.
"Fiscal Year" - shall be the period for the maintenance of the monetary accounting records and policy records and the term of office for the Officers and the Board of Directors which shall be October 1 to September 30.
ARTICLE IV - MEMBERSHIP
Section 1. General Membership. Membership in the Optimist Club of Herndon shall consist of adult men and women of good character residing in or having interest in the greater-Herndon community. Such persons shall be eligible for membership provided that such person shall be proposed by one member and approved by the Board of Directors. A proposal for membership shall be sent to the Secretary, who shall report it, together with the name of the sponsor, at the next Board of Directors meeting. A simple majority shall be required to accept a person for membership. A person so accepted shall be declared a member upon payment of the initiation fee and the annual dues for the first year.
Section 2. Life Membership. Upon recommendation of a member of the Board of Directors, and by a simple majority vote by the Board of Directors, an Optimist International Life Membership can be conferred upon a member.
Section 3. Resignation. Any member desiring to resign from the Optimist Club of Herndon shall submit a resignation in writing to the Secretary/Treasurer, who shall present it to the Board of Directors for action. A simple majority vote by the Board of Directors shall be sufficient to accept the resignation.
Section 2. Life Membership. Upon recommendation of a member of the Board of Directors, and by a simple majority vote by the Board of Directors, an Optimist International Life Membership can be conferred upon a member.
Section 3. Resignation. Any member desiring to resign from the Optimist Club of Herndon shall submit a resignation in writing to the Secretary/Treasurer, who shall present it to the Board of Directors for action. A simple majority vote by the Board of Directors shall be sufficient to accept the resignation.
ARTICLE V - ADMINISTRATION
Section 1. Administration. The Optimist Club of Herndon shall be governed by the Board of Directors.
Section 2. Vacancies. Upon the death, resignation, or incapacitation of any member of the Board of Directors, or in the event of the failure of any member of the Board of Directors to carry out the duties of his office, the remaining Board of Directors may declare said position vacant and shall elect a successor to fill the remainder of his term.
Section 2. Vacancies. Upon the death, resignation, or incapacitation of any member of the Board of Directors, or in the event of the failure of any member of the Board of Directors to carry out the duties of his office, the remaining Board of Directors may declare said position vacant and shall elect a successor to fill the remainder of his term.
ARTICLE VI - ELECTION AND TERM OF THE BOARD OF DIRECTORS
Section 1. One Year Term. The following members of the Board of Directors shall be elected and hold office for a term of one year: President, President-Elect, Internal Vice President, External Vice President, Secretary/Treasurer, Secretary and Treasurer. The Past President shall serve as a member of the Board of Directors for a term of one year, the year after his term as President.
Section 2. Two Year Term. The two Board Members at Large shall be elected and hold office for a term of two years. One Board Member at Large shall be elected in even-numbered years and one Board Member at Large shall be elected in odd-numbered years.
Section 3. Nominations. Nominations for the Board of Directors shall be presented to the general membership by a nominating committee appointed by the President and consisting of the President-Elect, past Presidents and others selected by the President. Any additional nominations from the floor shall be accepted and presented to the general membership at the time of the elections.
Section 4. Election and Installation. Elections for the Board of Directors shall be held each year at the regular general membership meeting in April. Installation of officers shall be held in September.
Section 5. Multiple Offices. No member shall hold more than one office on the Board of Directors at one time.
Section 2. Two Year Term. The two Board Members at Large shall be elected and hold office for a term of two years. One Board Member at Large shall be elected in even-numbered years and one Board Member at Large shall be elected in odd-numbered years.
Section 3. Nominations. Nominations for the Board of Directors shall be presented to the general membership by a nominating committee appointed by the President and consisting of the President-Elect, past Presidents and others selected by the President. Any additional nominations from the floor shall be accepted and presented to the general membership at the time of the elections.
Section 4. Election and Installation. Elections for the Board of Directors shall be held each year at the regular general membership meeting in April. Installation of officers shall be held in September.
Section 5. Multiple Offices. No member shall hold more than one office on the Board of Directors at one time.
ARTICLE VII - REVENUE AND DISBURSEMENTS
Section 1. Revenue. The Optimist Club of Herndon shall derive revenue from annual dues, fund raising events, registration fees, team sponsorships, and such other sources as may be approved by the Board of Directors.
Section 2. Disbursements. The Board of Directors may authorize purchases and the payment of such expenses, reimbursements, and obligations as it may deem necessary. Disbursement of all funds must be approved by the Board of Directors. Program Chairpersons and Youth Sports Commissioners must submit an operating budget and have it approved by the Board of Directors before any disbursements of funds can be made for a program.
Section 3. Separation of Funds. Revenues and expenditures pertaining to Youth Activities shall be segregated from those pertaining to the General Club Operating Activities.
ARTICLE VIII - DUES AND FEES
Section 1. Annual Dues. Annual dues shall be $50.00 per member exclusive of meal costs. New member’s dues shall be prorated quarterly except there will be no dues for members joining in the fourth quarter. Annual dues for continuing membership shall be received by the Secretary/Treasurer by January 31st.
Section 2. Initiation Fee. Each new member will be assessed an initiation fee of $20.00.
Section 3. Life Membership. An individual receiving recognition as a Life Member shall pay annual dues of $33.00.
Section 2. Initiation Fee. Each new member will be assessed an initiation fee of $20.00.
Section 3. Life Membership. An individual receiving recognition as a Life Member shall pay annual dues of $33.00.
ARTICLE IX - DUTIES OF THE BOARD OF DIRECTORS
Section 1. General Duties. The Board of Directors shall meet monthly and are responsible to insure that all programs are operated in accordance with the purposes of the Optimist Club of Herndon while maintaining the highest degree of fiscal responsibility. Operating issues shall include, but are not limited to:
Nomination and approval of Chairpersons or Youth Sports Commissioners.
Approval of a program or youth sports activity budget.
Approval or modification of a program’s or youth sports activity’s goals, policies and procedures.
Section 2. Specific Duties.
Past President. The Past President shall facilitate relations with government organizations and other Optimist Clubs and serve as chairman of the nominating committee. President. The President shall preside at all meetings of the general membership and of the Board of Directors and shall be the chief executive officer exercising general supervision over the interests and affairs of the Optimist Club of Herndon, subject to the direction of the Board of Directors. The President shall be ex officio a member of all event committees, program committees, and youth sports committees.
President Elect. The President Elect shall be responsible for the recruitment of new members and for insuring the active participation of all members in the activities of the Optimist Club of Herndon.
Club Activities Vice President. The Club Activities Vice President shall act for the President in his absence and shall oversee all programs, fund raising events and administrative functions relating to Club Programs. Youth Sports Vice President. The Youth Sports Vice President shall oversee all programs, fund raising events, and administrative functions relating to the organized Youth Sports Leagues sponsored by the Club. Youth Activities Vice President. The Youth Activities Vice President shall oversee all programs, fund raising events and administrative functions for all youth activities not related to the Youth Sports Leagues. Secretary/Treasurer. The Secretary/Treasurer shall function as the chief financial officer and shall maintain all records and reports required by Optimist International.
Secretary. The Secretary shall record and maintain the minutes of the meetings of the Board of Directors and insure that all resolutions passed by the Board of Directors are published in the Newsletter. Treasurer. The Treasurer shall operate as the financial officer responsible for the maintenance of the financial records for Youth Activities.
Member at Large (Fund Raising). The Member at Large for Fund Raising shall insure the long term financial health of the organization by planning funding activities and raising funds to meet the organization’s financial obligations. Member at Large (Program). The Member at Large for Programs shall be responsible for the administration of the program at the monthly general membership meeting.
Nomination and approval of Chairpersons or Youth Sports Commissioners.
Approval of a program or youth sports activity budget.
Approval or modification of a program’s or youth sports activity’s goals, policies and procedures.
Section 2. Specific Duties.
Past President. The Past President shall facilitate relations with government organizations and other Optimist Clubs and serve as chairman of the nominating committee. President. The President shall preside at all meetings of the general membership and of the Board of Directors and shall be the chief executive officer exercising general supervision over the interests and affairs of the Optimist Club of Herndon, subject to the direction of the Board of Directors. The President shall be ex officio a member of all event committees, program committees, and youth sports committees.
President Elect. The President Elect shall be responsible for the recruitment of new members and for insuring the active participation of all members in the activities of the Optimist Club of Herndon.
Club Activities Vice President. The Club Activities Vice President shall act for the President in his absence and shall oversee all programs, fund raising events and administrative functions relating to Club Programs. Youth Sports Vice President. The Youth Sports Vice President shall oversee all programs, fund raising events, and administrative functions relating to the organized Youth Sports Leagues sponsored by the Club. Youth Activities Vice President. The Youth Activities Vice President shall oversee all programs, fund raising events and administrative functions for all youth activities not related to the Youth Sports Leagues. Secretary/Treasurer. The Secretary/Treasurer shall function as the chief financial officer and shall maintain all records and reports required by Optimist International.
Secretary. The Secretary shall record and maintain the minutes of the meetings of the Board of Directors and insure that all resolutions passed by the Board of Directors are published in the Newsletter. Treasurer. The Treasurer shall operate as the financial officer responsible for the maintenance of the financial records for Youth Activities.
Member at Large (Fund Raising). The Member at Large for Fund Raising shall insure the long term financial health of the organization by planning funding activities and raising funds to meet the organization’s financial obligations. Member at Large (Program). The Member at Large for Programs shall be responsible for the administration of the program at the monthly general membership meeting.
ARTICLE X - MEETINGS
Section 1. General Membership Meetings. Regular general membership meetings shall generally be held during the second week of each month at a time and place as determined by the Board of Directors.
Section 2. Board of Directors Meetings. These meetings shall be held once a month at a time and place determined by the Board of Directors.
Section 3. Special Meetings. Special meeting and functions may be called at a time and place as determined by the Board of Directors.
Section 4. Quorum. Thirty percent (30%) of the members in good standing shall constitute a quorum at any regular general membership meeting or special meeting of the Optimist Club of Herndon. No business will be presented unless a quorum is present. Sixty percent (60%) of the Board of Directors shall constitute a quorum at any Board of Directors meeting of the Optimist Club of Herndon. No business will be presented unless a quorum is present.
Section 2. Board of Directors Meetings. These meetings shall be held once a month at a time and place determined by the Board of Directors.
Section 3. Special Meetings. Special meeting and functions may be called at a time and place as determined by the Board of Directors.
Section 4. Quorum. Thirty percent (30%) of the members in good standing shall constitute a quorum at any regular general membership meeting or special meeting of the Optimist Club of Herndon. No business will be presented unless a quorum is present. Sixty percent (60%) of the Board of Directors shall constitute a quorum at any Board of Directors meeting of the Optimist Club of Herndon. No business will be presented unless a quorum is present.
ARTICLE XI - AMENDMENTS
Section 1. These by-laws may be amended by two-thirds (2/3) vote of the members present provided that notice of the proposed amendment has been given to the membership at lease sixty (60) days prior to the date at which said amendment is to be voted and that notice of the proposed amendment has appeared in two successive editions of the Newsletter.
Section 2. No amendment shall be valid which is in conflict with the constitution and by-laws of Optimist International.
Section 2. No amendment shall be valid which is in conflict with the constitution and by-laws of Optimist International.
ARTICLE XII - Not for Profit Organization
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 lay; 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 of live and the world.
ARTICLE XIII - Dissolution
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 assets of the Club exclusively for the purpose 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.