By-Laws Adopted in by membership vote on 5/3/2021
ARTICLE 1-NAME AND BOUNDARIES
SECTION 1. The name of this Club shall be West Side Improvement Club, Incorporated hereinafter referred to as the Club.
SECTION 2. The West side Improvement Club is a non-profit with 501c3 status.
SECTION 3. The West Side Improvement Club shall have open boundaries.
ARTICLE II-OBJECTS AND PURPOSES
The objects and purposes of this Club shall be to promote social, educational, and other activities for Club members and the public, support community groups, promote diversity and inclusion of all kinds and maintain and improve Club property for member and community use. It shall also be a policy of this Club neither to endorse any political party or candidate nor to engage in any political or religious activity.
SECTION 1. MEMBERS: Any person eighteen (18) years of age and older may be a member of the West Side Improvement Club upon paying the annual membership fee on or before the first Monday in January of the new year. All dues of members must be paid on or before March 1st, of the current year, in order to qualify as members. Upon payment of membership fees, all members shall remain in good standing, January 1, to December 31, inclusive. These members shall have all rights and privileges usually vested in members of parliamentary bodies, provided they have met active member requirements. Members failing to renew their membership or contact the membership chair by March 1 will be dropped from the membership rolls. Members not in good standing by not paying dues on or before March 1 may pay later to be reinstated by vote of Club membership, but will not be able to rent West Side Improvement Club hall at the membership rate for sixty (60) days.
SECTION 2. NEW MEMBER: A person or persons may become a member of the West Side Improvement Club upon being recommended by the membership committee and paying in advance the annual membership fee and being voted on by the assembly at a General Meeting of the Club. These members shall have all rights and privileges usually vested in members of parliamentary bodies, except rental of the Improvement Club hall for ninety (90) days at reduced member rates, provided they have met active member requirements. All new members shall receive a copy of these by-laws when voted into Club membership. New members who join in the last quarter of the current year (Oct-Dec) will have their membership period extended to December 31 of the following year.
SECTION 3. ACTIVE MEMBER: An active member must attend three (3) General Meetings in a calendar year and either hold an office, serve on a committee, or serve the Club in some other capacity. An active member is eligible to rent the hall for personal use at a reduced rate if they have met these qualifications during the preceding membership year. They may also get premium privileges at events, as directed by the Event Manager.
SECTION 4. INACTIVE MEMBER: A member who has not met the criteria for active membership but who remains current on dues is still welcome at parties and club events, including the membership dinner, but cannot rent the hall at a reduced rate. They may also get partial member privileges at events, as directed by the Event Manager.
SECTION 5. LIFETIME MEMBER: Lifetime memberships may be nominated by the board to be approved by a vote of the general membership. Lifetime members pay no annual fees but must continue to fill out the membership forms annually.
SECTION 1. General meetings of the Club shall be held at 6:30 pm on the first (1st) Monday of each month at the West Side Improvement Club Hall, or an appropriate online venue. Board meetings will occur at least once a month at a day and time voted on by the Board itself.
ORDER OF BUSINESS
The following order of business shall be followed at all General Meetings of this Club unless altered by the presiding officer with the consent of a majority of the members present:
1. Call to order
2. Flag Salute
3. Roll call of officers
4. Approval of previous General Meeting minutes
5. Membership acceptance of new members by assembly vote
6. Reading of communications
a. Communications received
b. Communications sent
c. Rental Report
d. Treasurer’s Report
e. Current bills (Call for paying of bills under new business)
7. Report of Committees
8. Unfinished Business
9. New Business
11.Nominations, elections, Installations, the resignation of officers
12.Good and Welfare
SECTION 2. Ten (10) members in good standing may at any time call a special meeting by issuing through the Secretary of the Club a written call stating the time, place, and purpose of the special meeting. Members who call a special meeting shall allow at least (10) calendar days to notify all members. The Secretary shall then notify all members of the special meeting via a written notice which shall include the essential information of the call. Only such matters as are stated in the call shall come before the Club for consideration at the special meeting. Special meetings can not cancel or interfere with scheduled club or hall activities.
SECTION 3. Not less than ten (10) general members in good standing, shall constitute a quorum to conduct business, with one exception (see section 4, below). In case a quorum is not present at a regular or special meeting, then immediately after the roll call of the Board of Directors, the meeting shall be recessed. The Secretary will reschedule the meeting to reconvene within fourteen (14) days. This second meeting will be announced by all means necessary. The general members present at the second meeting will constitute a quorum, regardless of their number.
SECTION 4. No less than thirty (30) percent of members in good standing shall be present when selling the Club’s real property, and only by a two-thirds (2/3) majority of members.
SECTION 5. The Club can and will if necessary conduct meetings via video conferencing and/or social media for business and voting.
ARTICLE V-ELECTION OF OFFICERS AND BOARD MEMBERS
The President shall establish a nominating committee in November of each year. Nomination and election of officers and board members shall take place at the General Meeting in December of each year. The nomination may also be made from the floor, but the election shall be conducted by secret ballot or majority voice vote by members in good standing and present at the December General Meeting. All Officers and Board members shall be installed and take up their duties at the General Meeting in January of each year.
ARTICLE VI-THE BOARD OF DIRECTORS AND THEIR DUTIES
SECTION 1. Officers of the Club shall be President, Vice-President, Secretary, and Treasurer.
SECTION 2. The President shall hold office for two (2) years and shall preside at all Board and General Meetings of the Club, appoint all standing and special committees for Board approval, and oversee ad hoc committees established by membership vote. The President shall be an ex-officio member of Club committees, and perform other duties authorized by the membership. The President shall be Chairman of the Board of Directors.
SECTION 3. The Vice-President shall hold office for one (1) year, and shall perform the duties of the President in case of absence or incapacity, and all other duties as the Club may, from time to time, authorize.
SECTION 4. The Secretary shall hold office for one (1) year, keeping written minutes of all General, Board, or Special Meetings and current and accurate records of all pertinent non-fiscal communications received or sent by the Club. The Secretary shall also: keep a record of all amendments to these by-laws; keep a current membership list in partnership with the membership committee; perform such other duties as the Club may authorize. Secretary shall secure all General and Board meeting minutes in a closed bound ledger after acceptance by the General membership. At the expiration of their term of office shall turn over all records to the incoming Secretary. All papers and records not needed for the current year’s business shall be filed for history. The Secretary is a paid position, compensated at a rate determined by the Board of Directors and approved by the membership.
SECTION 5. The Treasurer shall serve for one (1) year and maintain all Club funds, deposit funds in a designated bank, keep an accurate record of gross income received and expenditures and make a report at each General Meeting. All funds collected and spent for the Club's use shall have receipts and appropriate documentation and be submitted to the Treasurer within 3 days of receiving funds, who shall report on receipts at the following General meeting of the Club, maintain a record of all relevant papers, and the Club shall insure against theft under the current insurance policy up to twenty thousand ($20,000) dollars. Appropriation and approval for expenditures shall be made at General meetings, except that the regular monthly Club bills shall be paid each month as they become due, and payment of duly authorized expenses shall be by check signed by the Treasurer and countersigned by one (1) other Officer and drawn upon warranty issued by the Secretary, also countersigned by the President. The Treasurer shall perform all such duties that usually pertain to this office and other duties the Club membership may authorize. Upon expiration of the term, all books, deeds, insurance policies, records, and all other relevant papers, funds, and properties are to be turned over to the successor. Records are to remain on-site and be available for audit or inspection, and all appropriate means shall be taken to create regular backups. The Treasurer is a paid position, compensated at a rate determined by the general membership.
SECTION 6. The Board of Directors is composed of the above Officers and five (5) Board members elected to a one (1) year term. They meet monthly to discuss Club issues and activities, hire Club employees, form ad hoc committees, formulate budgets, propose expenditures for a membership vote, and perform other duties authorized by the membership. They shall constitute an audit committee, submitting a report on the Treasurer’s books and accounts at the General meetings in September and January. It shall be their duty to manage and maintain buildings, grounds, and equipment in a condition satisfactory to the Club. The legal title of all property held by the Club or which it may hereafter acquire shall be vested in the Board of Directors. They shall not have the power to encumber, sell or convey any real property, nor part thereof, nor shall they have the power to acquire more property. The board is authorized to pay for minor repairs to Club property up to five hundred ($500) dollars. In catastrophic emergency situations where the safety and integrity of the building are at risk, this limit is increased to one thousand ($1000) dollars. The Board of Directors shall document the need for emergent action subject to review by the membership at a Special or General Meeting. If determined to be non-emergent, the club is not responsible for any further expenditure. Any proposal submitted for the directors to lease, encumber, sell or convey any of the Club’s real property, or a part thereof, shall be read at two (2) General meetings. The Secretary shall notify all members by mail or electronic platforms about the need to vote on such propositions. A two-thirds (2/3) majority vote of all members is required for approval. The Board of Directors shall review all Committee expenditures prior to being presented at a General Meeting for membership vote. Five (5) Board of Directors members constitute a quorum at Board of Directors Meetings. In case of a difference of opinion within the Board of Directors on a recommendation or issue to be presented to the General Membership for a vote, then this Board of Directors shall present a majority and a minority report on the subject. During months in which a General Meeting is not held (usually in the summer) the Board of Directors can be given prior authorization by the membership to conduct normal business and pay regular Club expenses.
SECTION 7. The principal function of committees is to facilitate, expand and promote Club business, community, and membership activities. Committees shall at all times be cooperative and responsive to the wishes of the Club. They shall recommend and suggest matters to the Club for action, but shall not have the power to act on their own initiative or of their own volition in any matter, unless such power has been specifically delegated to them by the vote of the Club, or in case of emergency by the Board of Directors. These committee recommendations shall be arrived at by the majority vote of the members of the committee, and in all cases, minorities shall have the privilege of submitting a report to the Club and moving for substitution of the minority report for the majority report. The position of Committee Chair is selected within each committee by a majority vote within that committee and shall serve for no more than one (1) year.
ARTICLE VII-GENERAL DISCIPLINE
SECTION 1. Robert’s Rules of Order Revised shall be the parliamentary authority of this Club on all matters not otherwise covered in these by-laws or by subsequent amendments.
SECTION 2. All records, books, and papers that are property of the Club in possession of Officers shall be available for viewing by any member within a reasonable time frame. Club files involving sensitive and personal information such as contact information, payroll, disability, personnel actions, etc. are exempt due to confidentiality. The Club reserves the right to have an Officer present at the time of viewing, and to prevent duplication, alteration, and/or removal of any such property.
SECTION 3. Any member of the Board of Directors can be removed from office or relieved from duty with a two-thirds (⅔) quorum vote by the membership for cause, as per Robert’s Rules of Order. Committee Chairs, committee, or committee members may be removed from office or relieved of duty by the Board for cause, as per Robert’s Rules of Order. Complaints about any Officer or Board member can be brought to another Officer or Board member, who has the option to convene a Special Meeting to meet with the parties separately.
SECTION 4. The presiding officer shall have the power to enforce decorum at all Club functions, and shall have the power to delegate such enforcement to any member(s) necessary. Any member(s) called to order for indecorous conduct in a meeting shall not be allowed the floor during the balance of the meeting, and repeated breaches in decorum, whether at one meeting or successive meetings of the Club, shall be grounds for removal from the Club by two thirds (2/3) majority vote of attending members. If a clear majority cannot be reached, the member(s) shall, on a 3rd violation, be brought before the entire Board to vote whether to remove that individual or not. In addition, a Club member(s) can be removed from membership for other just cause or behavior that is detrimental to the reputation of the Club. Such expulsion requires a vote by a two-thirds (2/3) majority of attending members where a quorum is met.
SECTION 5. Should any Board Member have three (3) unexcused absences from General or Board meetings, the office may be declared vacant and the Club shall elect a replacement for the unexpired portion of the term of that office.
SECTION 6. Not more than one (1) member of any family unit shall hold elective office in this Club at the same time. Under observance of this section, members of a family will include spouses and/or domestic partners, as well as natural or adopted children, whether living in the same household or apart.
These by-laws shall not be altered or amended without at least two thirds (2/3) majority vote of the members at a General meeting at which a quorum is present, and the proposed changes shall be in writing and be read at least one (1) General meeting prior to the General meeting at which a vote is taken. Notification must be sent to all members at least fifteen (15) days prior to the meeting, and draft copies will be sent by all methods available to the Club. All voting on amendments or alterations shall be by a method determined by the General membership at the second reading, decided on by the majority of the membership present at the meeting.
The Board of Directors may hire and contract a Rental Manager, Bingo Manager, Assistant Bingo Manager, and Custodian, and enforce all rules and regulations set forth. None of these positions may serve on the Board of Directors unless approved by a two-thirds (⅔) majority vote of the membership where a quorum is present at a General Meeting.
These by-laws were amended by a majority membership vote on December 2, 2002.
Amended and ready for presentation on March 19, 2021