ARTICLE I: GENERAL PROVISIONS
SECTION 1. The name of the corporation is LEADERship Martin County Alumni, Inc. (hereinafter referred to as LEADERship Alumni).
ARTICLE II: PURPOSE
SECTION 1. The purpose of the LEADERship Martin County Alumni is to support the LEADERship Martin County program; to provide educational and networking opportunities for our members; and to enhance community awareness of members by providing opportunities to evaluate and act on issues affecting Martin County.
ARTICLE III: MEMBERSHIP
SECTION 1. MEMBERSHIP. Any graduate of LEADERship Martin County shall become a member of LEADERship Alumni upon payment of annual dues established herein. It will be the responsibility of the member to keep the Board of Directors informed of the member’s current address, telephone number, facsimile number and email address, where applicable.
SECTION 2. REMOVAL. Members may be removed with cause at any time upon a vote of two-thirds of the active members at any meeting called for the purpose, or at the Annual Meeting, upon notice given pursuant to the notice provisions of these bylaws or, as referenced in Article XI for non-payment of dues.
SECTION 3. OTHER PROGRAM GRADUATES. A graduate of another community LEADERship Program may petition the Board to become a member of LEADERship Martin County Alumni.
(A) Graduates from another LEADERship Program moving to Martin County, shall live and/or work in Martin County for five (5) years and submit an Alumni application stating the reason they are unable to participate in the LEADERship Martin County Program and have their application approved at a General Membership meeting, or go through the LEADERship Martin County Program in order to become a member of LEADERship Martin County Alumni, Inc.
(B) The petitioner shall become a member of LEADERship Alumni upon completion of the above mentioned and payment of dues. This membership shall confer the rights, privileges and responsibilities of membership in LEADERship Alumni.
ARTICLE IV: MEETINGS OF THE GENERAL MEMBERSHIP
SECTION 1. MEETINGS. Regular meetings shall be held on a bi-monthly basis in the even months. Special meetings shall be held upon the call of the President or upon resolution adopted by an affirmative vote of the majority of the Board of Directors. The Annual Meeting shall be held in June of each year.
SECTION 2. NOTICE. At least ten (10) days notice of annual or special meetings shall be sent to each member of the corporation at an address, facsimile number or email address reflected in the corporation’s records. Notice of any meeting, whether annual of special, shall reflect the matter to be considered at the meeting, and no matter of substance shall be admitted to a vote at any meeting where advance notice in writing has not been given unless a written waiver of notice is executed by a majority of the membership.
SECTION 3. VOTING AND QUORUM
(A) Each member in good standing shall be entitled to one (1) vote.
At any meeting, a quorum shall be defined as those members present and voting.
ARTICLE V: OFFICERS
(A) The designation of the presiding officers shall be:
- Vice President
- Recording Secretary
- Corresponding Secretary
The presiding officers shall be elected by the general membership at the Annual Meeting and shall serve as the officers of the Board and the Association. The officers shall be elected for a term of one (1) year.
(B) SUCCESSION. The Vice President shall immediately become the President upon the completion of the term of office of the President.
(C) The President shall be the Chief Executive Officer and shall preside at all meetings; shall have general and management control of Alumni affairs subject to approval of the Board; shall see that all orders and resolutions of the Board are carried out; and shall establish committees subject to the approval of the Board.
(D) The Vice President shall preside in the absence of the President and shall perform other such duties as assigned by the Board or President.
(E) The Recording Secretary shall keep the minutes of the meetings of the LEADERship Alumni and the Board. The recording secretary shall be the custodian of the Books of Minutes and other books and records as they Board may request. The Recording Secretary shall record all votes. The Recording Secretary shall perform such duties incident to the office and as assigned by the Board or the President.
(F) Corresponding Secretary: The Corresponding Secretary shall be in charge of all general correspondence of this corporation. This officer shall keep a current classified list containing information on all members including, but not limited to the names, addresses and telephone numbers of all members.
(G) The Treasurer shall have the responsibility for the finances; shall keep full and accurate record of receipts and disbursements and render a year-end summary of same; shall make deposits; and shall render bills. The Treasurer shall render a statement of accounts at the Board meeting, at all of the general membership meetings, and upon request of the President. The Treasurer shall, upon reasonable notice, make available the records to any Director. The Treasurer shall perform all other duties incident to the office and shall have such other duties as assigned by the Board or the President. The Treasurer shall utilize the “Role of the Treasurer” document (as adopted by the Board of Directors on May 10, 2002 and amended from time to time) as a guideline for their responsibilities. The Treasurer shall maintain a roster of members in good standing. The Treasurer, President and Vice President shall have the authority to sign checks. The Treasurer shall have the authority to issue and sign checks for less than $500.00 or equal to (five hundred dollars). All checks in excess of $500.00 must be signed by two of the three officers authorized to sign checks.
ARTICLE VI: BOARD OF DIRECTORS
SECTION 1. The Board shall be responsible and have the authority to manage the activities and business of LEADERship Alumni.
(A) The Board shall consist of a maximum of fifteen (15) Directors including the five (5) elected officers, excluding the ex-officio members. All elected officers shall serve on the Board for the duration of their terms. The other Directors of the Board shall serve a two-year term, five (5) being elected in the odd years and five (5) being elected in the even years, serving no more than two consecutive terms, until their successors are elected by the members.
(B) The immediate Past President shall serve as an ex-officio member of the Board as long as he/she is a member in good standing of LEADERship Alumni.
(C) The Program Director of the LEADERship Program and the Planning Committee Chair shall be an ex-officio non-voting member of the Board.
(D) The Board of Directors shall have general control of the corporation and shall have power to transact all business of the corporation not otherwise provided for, to act upon all recommendations of the membership and to designate a place for deposit of funds of the corporation.
(E) Regular meetings of the Board of Directors shall be held monthly.
(F) Special meetings of the Board of Directors may be called by the President or by any two (2) members of the Board of Directors.
(G) A majority of the Board of Directors shall constitute a quorum.
(A) Any Director who misses three consecutively scheduled Board meetings or 50% (fifty percent) of scheduled Board meetings in any one year, shall automatically be removed from the Board. A year shall commence with the first scheduled Board meeting following the Annual Meeting. There are no excused absences from a scheduled Board meeting; a Director is either present or absent. The Board may consider an appeal if made in writing to the President within fifteen (15) days after the third missed meeting. The Board will review any explanation for an absence during this appeal.
(B) Reinstatement must be by unanimous vote of the remaining Directors at the next scheduled Board meeting.
SECTION 4. Any member in good standing may volunteer to serve on the Board by notifying the President or Secretary of his/her interest.
ARTICLE VII: ELECTIONS
SECTION 1. Elections shall be held at the Annual Meeting of the general members. The Nominating Committee shall present a slate of nominees for Officers and the vacancies on the Board of Directors. Nominations shall be accepted from the floor for all positions eligible for election. The election shall be conducted by written ballot or by a show of hands. A simple majority of the members present shall be sufficient to carry the vote. As to the election of Officers, if no single nominee obtains a simple majority of the votes, then a run-off election shall be held between the two (2) nominees who obtained the highest number of votes for the position. As to the election of the Board Members, the vacancies on the Board shall be filled in the order of the nominees receiving the greatest to the least amount of votes, until the vacancies are filled.
SECTION 2. In the event of a vacancy of any elected position, the President shall appoint with Board concurrence, a member in good standing to serve the remaining term.
SECTION 3. A member in good standing may vote in any election by proxy. Written authorization from said member allowing a specific other member in good standing to vote by proxy for that member is required.
ARTICLE VIII: COMMITTEES
SECTION 1. Committee Chairs shall be appointed by the President, except where provided otherwise in these bylaws. Committee membership shall be voluntary and shall be appointed by the committee chairs.
SECTION 2. STANDING COMMITEES AND THEIR DUTIES:
(A) The Nominating Committee shall be appointed by the Board of Directors and shall consist of the Immediate Past President, one member of the Board of Directors and three (3) members of the general membership. The Nominating Committee shall be named no later than April and shall report the slate to the general membership in writing no less than 30 days prior to the Annual Meeting.
(B) The president shall appoint, subject to confirmation by the Board of Directors, committees as deemed necessary. All committees shall be of such size and shall have duties, functions and powers as assigned by the president or Board of Directors.
ARTICLE IX: BOOKS AND RECORDS
SECTION 1. LEADERSHIP ALUMNI. LEADERship Alumni shall maintain correct and complete books and records of account. LEADERship Alumni shall also keep minutes of the proceedings of general meetings, Board meetings and committee meeting.
ARTICLE X: SPECIAL EVENTS
SECTION 1. The Board of Directors may establish up to four (4) special events a year, in addition to regular membership meetings.
SECTION 2. The charge per member shall be authorized by the Board of Directors prior to the event. All members with confirmed reservations shall be billed for events regardless of attendance.
ARTICLE XI: DUES
SECTION 1. Dues shall be established by the Board of Directors and ratified by the general membership at the annual Meeting. Dues shall be due and payable by August 31 of each year. If dues are not paid within sixty (60) days of due date, membership will be suspended. Ninety (90) days after due date, the membership of the non-paying member shall automatically terminate unless within that time the amount due is paid. Membership may be reinstated with the payment of back dues.
ARTICLE XII: ROBERTS RULES
SECTION 1. All members business shall be conducted under Roberts Rules of Order, the modern edition (as revised from time to time) unless superseded by these bylaws.
ARTICLE XIII: POLICY/POSITION ADOPTION
SECTION 1. Any policies or positions adopted by LEADERship Alumni shall be adopted by secret ballot at any regular meeting of the general membership. The adoption of any policy or position shall be adopted by written ballot at any regular meeting of the general membership. The adoption of any policy or position shall require an affirmative vote of two-thirds (2/3) of the members present.
ARTICLE XIV: PUBLIC RESPONSE
SECTION 1. A single spokesperson, that person being either the President or the President’s designated spokesperson on a particular issue, is responsible for releasing to the public facts, figures, or policy positions on an issue. No other members shall respond publicly as a representative of LEADERship Alumni on any issue.
ARTICLE XV: BY-LAWS REVIEW
SECTION 1. These bylaws shall be reviewed at least every five (5) years from the latest adoption. The Board of Directors shall establish a committee to review and recommend a set of bylaws to be adopted six months prior to the expiration of the existing bylaws.
ARTICLE XVI: AMENDMENTS
SECTION 1. Amendment(s) to the bylaws shall be proposed by the Board. These bylaws may be amended by a vote of two-thirds (2/3) of Alumni present and voting at any regular or special meeting, provided members have been given written notice of the text of such proposed amendments at least ten (10) days prior to the meeting at which the amendment(s) are to be considered.
SECTION 2. Amendment(s) to the bylaws may be proposed by any member in good standing by submitting such proposed amendment(s) to the President or the Recording Secretary in writing and must be signed by that member. The Board shall meet to act upon the proposed amendment(s) within forty-five (45) days of receipt by the President or Secretary. The amendment(s) shall be presented to the Alumni at the next scheduled meeting along with the results of the Board’s action on the amendment(s).
Adopted October 7, 1991
Amended ______, 1995
Amended June 9, 2000
Amended June 8, 2001
Amended February 8, 2002
Amended June 14, 2002
Amended June 9, 2006