Articles of Incorporation
ARTICLE 1 - NAME AND PURPOSE
Section 1 This society shall be known as The International Club.
Section 2 The purpose of this society shall be to bring together people of all nationalities. It shall be a non-profit organization with no remuneration for any member.
ARTICLE 2 - MEMBERSHIP
Section 1 The following are qualifications for regular membership:
a) be foreign-born or an American who has lived abroad for at least one year
b) reside in Ridgefield or the surrounding area c) pay annual Club dues.
Section 2 Members who move out of the Ridgefield area may retain their memberships as long as they continue to pay their annual Club dues.
Section 3 Long term members who have actively participated in the Club may become honorary members at the discretion of the Executive Committee. Such members will not be required to pay dues.
ARTICLE 3 - MEETINGS
Section 1 The Club shall meet no less than four times per year.
Section 2 The Executive Committee consists of President, Vice-President, Treasurer, and Secretary.
Section 3 Any decision of the Executive Committee will be binding on the Members. In order for a decision of the Executive Committee to be binding, a quorum of three members must be present. A majority vote is required for any decision of the Executive Committee.
Section 4 The Executive Committee will meet once a month, or at the discretion of the President.
Section 5 The Annual General Meeting for installation of Executive Committee members shall be held each year in the month of June or as determined by the Executive Committee.
ARTICLE 4 - AMENDING THE ARTICLES, BY-LAWS AND STANDING RULES
Section 1 The Articles shall be supplemented by the By-Laws and the Standing Rules.
Section 2 The Articles, By-Laws and Standing Rules may be reviewed every two years by a Review Committee appointed by the President.
Section 3 The Articles may be amended by the membership in the following manner:
a) copies of any proposed changes shall be distributed to all Club members
b) any proposed changes shall be ratified by a majority vote of the members present at a General Meeting.
Section 4 The By-Laws and Standing Rules may be amended at the recommendation of the Review Committee and with the approval of the Executive Committee.
ARTICLE 5 – DISSOLUTION
Upon dissolution of the Club, the assets remaining after payment of the Club’s liabilities shall be distributed for tax-exempt purposes within the meaning of section 501(c) of the Internal Revenue Code. The distribution shall be decided by vote of the Executive Committee.
STANDING RULES
1. Dues shall be $30 per regular member for a one-year membership, payable on or before October 1, and shall be $15 for those regular members joining after March 1.
2. The newsletter shall be given only to the Members and prospective Members of this Club and shall not be given to any organization or commercial establishment for their own use.
3. The mailing list, in any form, shall not be given to anyone other than members of the Club and shall not be used by any member for any purposes other than business of the Club.
4. No one shall sign contracts or guarantees for the Club except the President, the Treasurer, or those they authorize in writing.
5. Any regular member of the Club is eligible to stand for election to the Executive Committee at the Annual General Meeting. Any regular member is also eligible for appointment by the Executive Committee to complete the term of an Executive Committee member left vacant during the fiscal year. Whether elected or appointed, such member must be able to attend the majority of the regularly scheduled Board meetings.
6. The fiscal year of the Club shall be July 1 to June 30.
BY-LAWS
ARTICLE 1 - ADMINISTRATION
Section 1 The administration of the Club shall be the responsibility of the Executive Committee, consisting of the President, Vice-President, Secretary and Treasurer. The Executive Committee shall be governed by the Articles, Standing Rules and By-Laws. The Executive Committee is charged with the management and general direction of the Club. They shall appoint any officer or committee member where a vacancy occurs.
Section 2 The regular term of office for each member of the Executive Committee shall be two (2) years. The officer may serve one additional consecutive term in the same office.
Section 3 Standing committee chairpersons shall be appointed by the President with the assistance of the Executive Committee.
Section 4 The Executive Committee and the Standing Committee Chairpersons shall comprise the Board of the Club. The Board shall be governed by the Articles, By-Laws and Standing Rules.
Section 5 The Board members are responsible for performing the following duties, and failure to perform such duties may result in the officer’s removal from the Board:
a) keeping accurate records of their or their committee's functions, and being prepared to pass those records to any successor or any other officer of the Club;
b) managing the activities and direction of the Club;
c) attending the majority of the Board meetings.
Section 6 Newly elected officers shall be deemed installed at the beginning of the month following the Annual Meeting.
ARTICLE 2 - OFFICERS' AND COMMITTEE CHAIRPERSONS' DUTIES
Section 1 The President's duties are to:
a) preside over all regular meetings of the Club and Executive Committee, except the nominating committee;
b) appoint, with the approval of the Executive Committee, all standing committee chairmen;
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c) vote only in the event of a tie;
d) fill vacancies on the Executive Committee if they occur during the year;
e) take care of the Treasurer's books in her absence.
Section 2 The duties of the Vice-President(s) are to:
a) assume the duties of the President in the absence of the President;
b) be responsible for organizing and scheduling speakers/programs for monthly coffees and reporting program details to newsletter and publicity chairpersons;
c) be responsible for arranging occasional special events, e.g. Let’s Go, coordinating the programs with the Board, and reporting program details to newsletter and publicity chairpersons.
Section 3 The Secretary shall perform the following duties:
a) take Minutes at each Executive Committee, Board and General Meeting and keep the permanent records of the Club;
b) write such letters as requested by the Executive Committee;
c) obtain reports for inclusion on the Agenda from Executive Committee members who are unable to attend a meeting;
d) send Minutes to each Board member prior to the next Board meeting
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Section 4 The Treasurer shall be the custodian of all the Club's monies. The Treasurer shall:
a) pay appropriate Club expenses and keep an accurate account of all receipts and disbursements;
b) be the custodian of all contracts entered into by the Club, and sign contracts that have been approved by the Executive Committee;
c) prepare a report for the regularly scheduled Board Meetings, and tender books for audit when requested;
d) receive membership checks through the Membership Chairperson, and any funds from Club events;
e) prepare a proposed budget for Board review;
f) prepare a full financial report at the end of the fiscal year.
Section 5 The Membership Chairperson shall:
a) make contact with prospective members, make them aware of the Club's criteria for membership, and provide information on club activities;
b) send new member information to the Newsletter Chairman and dues checks to the Treasurer :
c) be responsible for the guest book and name tags at each Club event;
d) keep an accurate account of all members' names, addresses, phone numbers and dates of joining the Club;
g) keep a monthly list of dues paid;
h) introduce new members and guests to the general membership at the monthly coffee.
Section 6 The Newsletter Chairperson shall be responsible for:
a) producing the monthly newsletter;
b) setting and maintaining any deadlines for receiving articles from members;
c) distributing newsletters to members;
d) maintaining accurate membership information in cooperation with the Membership Chairperson;
e) keeping a complete file of newsletters.
Section 7 The Publicity Chairperson's responsibilities are:
a) to inform organizations, clubs, realty companies, etc., of the Club’s existence with appropriate brochures or other material;
b) to write and prepare press releases for newspapers and other media of events and performances, including photographs;
c) to maintain a file of photographic material and newspaper clippings recording the Club's events;
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d) to assure all material meets with the Executive Committee's approval before publication.
Section 8 The Social Chairperson's duties are as follows:
a) to take responsibility for the organization of all monthly coffees;
b) to co-ordinate the preparation and clean-up of events and social activities;
c) to co-ordinate with hostesses of events and activities, as well as reserving suitable locations, while referring any necessary contracts for those locations to the Treasurer.
ARTICLE 3 - NOMINATIONS & ELECTIONS
Section 1 A Nominating Committee shall be appointed by the Executive Committee in an election year.
Section 2 The Nominating Committee will present a slate of candidates for election to the Executive Committee. More than one candidate for each office may be presented.
Section 3 The slate of candidates will be mailed to each member prior to the Annual General Meeting.
Section 4 The election will be held at the Annual General Meeting. In the event of there being more than one candidate for each office, a secret ballot will be taken. If only one candidate for each office is presented the vote shall be by a show of hands with the majority vote deciding the outcome.
Section 5 Any Club member who is unable to attend the Annual General Meeting may vote by absentee ballot, provided that the ballot is received by the Secretary no later than the beginning of the Annual General Meeting.
Date of this version June 01, 2014