Soroptimist of Sacramento bylaws

REFERENCE DOCUMENTS

SOROPTIMIST INTERNATIONAL OF SACRAMENTO, INC.
BYLAWS

ARTICLE I
NAME AND TERRITORIAL LIMITS

Section 1. The name of this club shall be Soroptimist International of Sacramento, Inc.
Section 2. The territorial limits of this club shall be that territory designated as Sierra Nevada Region.

ARTICLE II
OBJECTIVES

Section 1. The objectives of this club shall be:
a) To pursue the vision that women and girls have the resources to reach their full potential and live their dreams;
b) To improve the lives of women and children through programs leading to social and economic empowerment;
c) To work in coalition with Soroptimist International and other Soroptimist federations.

Section 2. No part of the net earnings of any Club shall inure to the benefit of, or be distributable to, its directors, officers, members, or other private persons, except that each Club shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its exempt purposes. Except as otherwise provided by Section 501(h) of the Internal Revenue Code, no substantial part of the activities of any Club shall consist of carrying on propaganda, or otherwise attempting, to influence legislation. No Club shall participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office. Notwithstanding any other provision of these articles, no Club shall carry on any activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section 501(a) of the Code as an organization described in Section 501(c)(3) of the Code, or (b) by an organization contributions to which are deductible under Section 170(a) of the Code as being to an organization referred to in Section 170(c)(2) of the Code.

ARTICLE III
MEMBERS

Section 1. Classes. Eligibility and member types shall be as defined by Soroptimist International of the Americas.  Members shall be individuals who belong to clubs and membership is extended at the club level.  Member types and definitions are:
a) Regular Members.  Individuals who support SIA’s vision, mission, and core values.
b) Life Members.  Those members who met the definition in the 1999 SIA bylaws and who were designated Life Members by the Federation prior to July 1, 2001, shall if they choose, retain this type of membership for their lifetime.

Section 2. Privileges of membership.
a) All members whose participation meets the requirements set forth in these bylaws, may speak, make motions and vote as long as all dues and fees are paid up to date.
i. Make up meetings may be credited from attendance at other Soroptimist Club’s meetings, Federation, Regional or District meetings, the 5th Friday Club meetings or any other function the Board may designate a make-up.
b) Only members in good standing may be elected to or retain office. Any member in good standing may serve as a delegate to federation convention, region conference, or district meetings. In order to be in good standing a member’s dues and fees are all paid up to date.

Section 3. Any member may propose an individual considered eligible for membership in this Club. Such proposal shall be submitted to the Membership Committee which shall verify eligibility, determine classification and assign a classification number for regular members.

Section 4. Membership Committee shall present the application to the Board of Directors. The Membership Committee will present the application to the membership the next business meeting for approval.

Section 5. The new member shall be enrolled upon: receipt of acceptance of the invitation to membership; having attended at least two (2) club meetings and orientation prior to induction unless waived by the Board; and, payment of all fees and dues.

Section 6. Membership in a Club shall be based on eligibility as provided in the SIA Bylaws and Constitution (Article 70C01 to 7).

Section 7. A person may be accorded Honorary Recognition status after approval by the Board and by two thirds (2/3) of the voting members present at a regular business meeting.

Section 8. Applications for transfer of membership from another Soroptimist Club shall be acted upon by the Board after receipt of recommendations from the Board of the member’s Club. The provisions of Admission to Membership of these procedures shall apply to such membership.

Section 9. Any change in classification or membership category shall be referred to the Membership Committee. After investigation this Committee shall present the matter with its recommendation to the Board of Directors for action. The action of the Board is final in this report.

Section 10. Leave of Absence [Article XIX, C, Section 2(a)] A written request for a leave of absence may be submitted to the Board of Directors and may be granted in advance by the Board of Directors for a period of not less than three (3) consecutive weeks or for more than six (6) months, in case of member’s illness, travels, temporary removal from community, or other just cause. The Board of Directors may extend such leave provided no leave of absence exceeds a total of twelve (12) consecutive months. All mandatory fees and dues must be paid by a member before a leave of absence is granted. Leave may be granted ex post facto due to extenuating circumstances.

Section 11. Membership will be terminated if dues are not paid within two (2) months of due date.

ARTICLE IV
OFFICERS

Section 1. Elected Officers.
a) The Officers of the Club shall be a President, 1st Vice President (President-elect), 2nd Vice President, Corresponding Secretary, Recording Secretary, Treasurer and Assistant Treasurer. There shall be five (5) Directors.
b) All Officers and Directors shall assume duties on the first day of July.
c) The Officers and Directors shall constitute the Board of Directors. The Officers of the Club shall be the Officers of the Board.

Section 2. Eligibility.
All members in good standing.

Section 3. Term of Office.
a) All officers of this Club shall hold office for one year. Directors shall hold office for two (2) years, two (2) Directors to be elected on odd-numbered years and three (3) Directors on even-numbered years.
b) Officers shall not be eligible to more than two (2) consecutive years in the same office, unless otherwise approved by the board. Directors shall not be eligible to succeed themselves as directors.

Section 4. Removal from Office.
a) Officers/Board members, who miss more than three (3) meetings, will be subject to removal from office.

Section 5. Vacancy in Office.
a) In case of a vacancy in the office of President, the 1st Vice President shall become President.
b) Other vacancies shall be filled in the following manner: The Board of Directors shall act as the nominating committee and shall report at the next business meeting or at any special meeting called for that purpose. Nominations may then be made from the floor and the Club shall elect.
c) A resignation of an Officer or Director shall be sent to the Presiding Officer who shall present it to the Board of Directors for action in accordance with the preceding paragraph.

Section 6. Duties.
a) The President, as chief officer, shall:
i. direct the conduct of the business of the Club;
ii. preside at meetings of the Club and of the Board;
iii. appoint all committees unless otherwise provided by these Bylaws or in the motion authorizing the committee;
iv. be an ex-officio member of all committees except nominating; and,
v. in addition to the duties prescribed in the Bylaws, the President shall appoint a parliamentarian within 30 days following her election to office; shall be authorized to sign checks for Club expenditures jointly with either the Treasurer, Assistant Treasurer or 1st Vice President; shall be responsible to see that all proposals for expenditures of Club funds are referred to the proper committee for recommendation to the Board of Directors prior to vote by the Club, and shall make an annual report of the progress of the Club. She shall serve as Delegate to the Regional Conference, District Meeting and Federation Convention.

b) The 1st Vice President (President elect) shall:
i. preside at meetings in the absence of the President;
ii. chair the Program Committee;
iii. be authorized to sign checks which require two signatures;
iv. be responsible for and monitor Service Committees;
v. be responsible for the housing of the club’s electronic devices used by members and speakers for visual presentations; and,
vi. have such duties and powers as arise from membership on the Board of Directors or as assigned by the President or the Board.

c) The 2nd Vice President shall:
i. preside at meetings in the absence of the President and the 1st Vice President;
ii. be responsible for and monitor Technical committees; and,
iii. have such duties and powers as arise from membership on the Board of Directors or as assigned by the President or the Board.

d) The Recording secretary shall:
i. keep the minutes of the meetings of the Club and of the Board;
ii. direct that a roll of membership is maintained;
iii. be custodian of the permanent records of the Club; and,
iv. submit to the Club the minutes of the Club business meetings and the recommendations of the Board.

e) The Corresponding Secretary shall:
i. review Club correspondence and present salient ones to Club at business meetings; and,
ii. carry on such correspondence as may be required.

f) The Treasurer shall:
i. sign checks as needed;
ii. make remittances as required by Federation Bylaws and standing procedures;
iii. pay authorized bills;
iv. serve as a member of the Finance Committee; and,
v. prepare monthly financial statements to be presented to the Board and Membership.

g) The Assistant Treasurer shall:
i. receive all funds of the Club and deposit them in the financial institution as authorized by the Board;
ii. assist the Treasurer in whatever duties she may assign;
iii. train for the Treasurer’s office and may move up to that position when it becomes vacant; and,
iv. sign checks as needed, and,
v. serve as a member of the Finance Committee.

h) The Parliamentarian, appointed by the President, shall:
i. attend meetings of the Board of Directors;
ii. interpret the Bylaws and policies for the president upon her request; and,
iii. be a member in good standing, and be a voting member of the Board commencing with the 2013-14 club year.

ARTICLE V
NOMINATIONS AND ELECTIONS

Section 1. Nominating Committee.
a) By the February business meeting of each year, a nominating committee of three (3) regular members shall be chosen as follows: The President shall appoint the chair; the Board shall elect a second member, and the Club shall elect the third member. Only one member of the committee may be a member of the Board of Directors.
b) Within ten days after election of the nomination committee, the chair shall invite each member to suggest names for consideration by the committee.
c) The committee shall nominate one or more candidates for each office, for the required number of directors, regional delegates and alternates.
d) The consent of a nominee must be obtained before the name is placed in nominations.
e) In March, the report of the nominating committee shall be read to the Club at the business meeting, and printed in the newsletter.

Section 2. Election.
a) In April, the election shall be held at the business meeting. The report of the nominating committee shall be read again at this meeting and additional nominations may be made from the floor.
b) Election shall be by ballot for any office for which there is more than one nominee.

ARTICLE VI
BOARD OF DIRECTORS

Section 1. Duties.
a) The Board of Directors shall:
i. have administrative control over the affairs, funds and property of the Club, except that of modifying any action taken by the Club;
ii. authorize payments from Club funds within the budget;
iii. act upon invitations to membership, resignations, terminations, and disciplinary matters;
iv. receive reports of committees as may be necessary between business meetings of the Club;
v. submit policy recommendations to the Club; and,
vi. perform such other duties as the Club, Region, Federation or these Bylaws may require.
Unless otherwise ordered by the Club or the Board, regular meetings of the Board shall be held at least once each month, when they’re in session, at a time and place determined by the President.

Section 2. Special Meetings.
Special meetings may be called by the president with at least 24-hour notice (personal, written, electronic or telephoned). The business transacted at any special meeting shall be limited to that noticed in the call.

Section 3. Quorum.
Fifty percent (50%) of the members of the Board will constitute a quorum.

ARTICLE VII
MEETINGS

Section 1. Regular meetings.
Unless otherwise ordered by the Club, regular meetings of the Club shall be held on Friday of each week of each month except July and August. The meeting on the first Friday of each month shall be a business meeting, unless otherwise ordered by the Club.

Section 2. Regular business meetings.
a) Business of the Club shall be transacted at regular business meetings, except in case of emergencies. Request for presentation of any emergency business matter at a program meeting shall be made to the President prior to the meeting and at her discretion may be presented for consideration.
b) The official attendance dates for purposes of recording Club member attendance will begin in July and the closing date for recording Club attendance will be at the last meeting in the month of May.

Section 3. Special meetings.
a) Special meetings of the Club may be called by the President and shall be called upon the written request of at least three (3) regular members of the Club.
b) At least 48-hour notice, personal, electronic, written or telephone, shall be given each member for any special meeting.
c) The business to be transacted at any special meeting shall be limited to that mentioned in the call.

Section 4. Annual meeting.
a) The regular business meeting on the first Friday in June shall be known as the annual meeting and shall be for the purpose of receiving reports of officers, the Board of Directors and committees, and for any other business that may arise.

Section 6. Place of meeting.
The Club shall select the place of regular meetings, except in cases where it delegates this responsibility to the Board or a committee.

Section 5. Quorum.
Thirty percent (30%) of the voting members of the Club shall constitute a quorum.

ARTICLE VIII
COMMITTEES

Section 1. Chairs of all committees shall submit a budget to the Finance Committee at the appropriate time.
a). There shall be the following Service Committees and Subcommittees

i. Scholarships, Scholarship Donations and Soroptimist of the Year – Coordinate and manage the Scholarship funds, award screening process and luncheon. Receive, advocate and manage scholarship donations; report monthly in the Club newsletter.

ii. Live Your Dream: Education and Training Awards for Women/Violet Richardson for Youth Citizenship Awards – Administer the Live Your Dream: Education and Training Award for Women/Violet Richardson for Youth Citizenship Award to assist financially a woman/women re-entering the job force, or seeking additional education for same.  Administer the Violet Richardson Award program for young women ages 14 to 17 who have engaged in volunteer action within their communities or schools.

iii. Blanche Edgar, Shirley Godfrey (formerly a technical committee) – Administer the fund; composed of at least the President, 1st Vice President, Immediate Past President, Treasurer, and three (3) Club members with alternating three (3) year terms.

iv. Fund Development (formerly a technical committee Ways and Means) – Evaluate and recommend ways to the Club on fund-raising activities; coordinate and oversee all fund raising projects.

v. Social and Economic Development Project Selection Committee – Identify and research community needs, recommend plan of contribution of Club community service funds and Club members’ time and/or talents to meet community needs.

vi. Program – Chaired by the First and Second Vice Presidents. This committee finds program speakers, recommends charities and causes to the Project Selections Committee and also finds and suggests “hands on” projects to the club that fit with Soroptimist International’s Six (6) Programs of Service.
1. Education
2. Environment
3. Health
4. Human Rights & Status of Women
5. Social & Economic Development
6. International Goodwill and Understanding (Friendship Links)
b) There shall be the following Technical Committees and Subcommittees

i. Laws and Resolutions – Promote awareness of SIS Federation, Region and Club Bylaws and standing procedures; research, propose and review changes; recommend changes to Board for appropriate action.

ii. Finance Committee – Propose annual service and operation budget to Board and Club for approval. Review Club financial statements and submit revisions to Board quarterly.

iii. Membership and Soroptimist Orientation & Leadership Training (SOLT) – Solicit names of women for membership; determine eligibility of prospective members and propose to Board for action; orient prospective members; induct new members. Educate members of heritage, purpose, policies and programs of Soroptimism; orient prospective new members; promote attendance at and coordinate registration for the International Federation Regional and District meetings.

iv. Newsletter and Roster and Photography – Publish and distribute on a timely basis an accurate, up-to-date membership roster; inform membership through the newsletter, of any changes. Publish monthly Club newsletter to keep members informed on Club business, activities and membership changes, and other Soroptimist Clubs’ and community’s activities.

v. Public Relations – Promote community awareness of Club’s members, programs and activities and those of Soroptimist in general.

vi. Social, Attendance and Hospitality Summer Luncheon – Assist the President in extending courtesy to members in times of illness, bereavement or on special occasions; provide suitable recognition of Club members’ birthdays; plan and direct the Club’s annual Christmas holiday party and Summer Luncheon. Attendance, Hospitality and Lunch Reservations – Maintain attendance records; take reservations of luncheons and provide head count to caterer; greet members and guests; provide name tag for guests; provide monthly and annual attendance report to Board; enact a telephone committee to contact members who have been absent.

vii Website Administration Committee – Responsible for the day to day maintenance of content of the club website and social media; shall consist of, at least, the President, 1st Vice President, 2nd Vice President, Chairs of the Membership, Newsletter and Photography, and Public Relations Committees; Recording Secretary, and (2) club members at large with alternating 2 year terms.
c) Each member is required to be on at least two (2) committees (Technical and/or Service Committee).
d) No committee, either Service or Technical, may exceed the expenditures authorized by the annual budget, unless by prior consent of the Board. All monies collected by any committee shall be paid to the Treasurer.
e) Club committees shall be appointed by the President within thirty (30) days after election. Within sixty (60) days after her appointment, each chairman shall, if necessary, call a meeting of the committee to prepare a plan for the year, to be submitted to the Club. She shall make such reports as are required.
f) Incoming and outgoing committee chairs will meet with the President, 1st Vice President and 2nd Vice President during the summer to discuss the purposes and procedures in chairing particular committees.

ARTICLE IX
DUES, FEES AND ASSESSMENTS

Section 1. Fiscal Year. The fiscal year shall be July 1st through June 30th.

Section 2. Annual Dues and Fees.
a) The new member fee for each regular member shall be determined by Federation and Region payable to the Federation upon admission to membership. In addition, a new member shall pay regular Club dues with the exception of a member inducted after March 1 of any fiscal year.
b) A former member of this Club in good standing when her membership was terminated shall pay no new membership fee, provided she is reinstated within the same fiscal year. She shall, however, pay membership dues. A former member in good standing, if admitted to this Club after expiration of one year from date of termination of her former membership, shall pay the new member fee, plus the regular dues.
c) A former member of another Soroptimist Club in good standing when membership was terminated if admitted to membership in this Club within the same fiscal year after termination of her former membership, shall pay a fee for such transfer as required by Federation, in addition to regular dues set forth in section 1 of this article. No new member fee is to be assessed.
d) Reinstatement of a former member whose membership was terminated for nonpayment of dues shall be made only upon payment of all obligations owing at the time of such termination, together with the annual dues of the current year, if these are not part of the indebtedness.
e) Any fee increases imposed by Federation and/or Region shall be automatically reflected in the Club Members’ dues if approved by the SIS Board.

Section 3. Assessments.
Assessments, other than those levied by the Federation may be levied by a two thirds (2/3) vote of the membership at any regular or special meeting, provided notice of the nature of the assessment is given at least one week prior to voting.

ARTICLE X
PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall be the parliamentary authority for all matters not specifically covered in these Bylaws, Sierra Nevada Bylaws and standing rules, SIA bylaws and procedures, or Soroptimist International constitution.

ARTICLE XI
FISCAL OVERVIEW

The Treasurer’s books shall be submitted for an overview after the close of each Club year and before the following September 1st, and at such other times as the Board of Directors may authorize. The overview may be made by a committee of Club members appointed by the President or by a certified public accountant.

ARTICLE XII
AMENDMENTS

These Bylaws may be amended at any regular business meeting of the Club, by two thirds (2/3) vote of the members present and voting, provided notice of the amendment has been given at the preceding business meeting.

ARTICLE XIII
DISSOLUTION

Upon the dissolution of the Club, its governing boy shall, after paying or making provisions for the payment of all of the liabilities of the Club, dispose of all the assets of the Club exclusively for the exempt purposes of the Club in such manner, or to such organization or organizations organized and operated exclusively for charitable, scientific, literary, or educational purposes which at the time qualify as exempt organization or organizations under Section 501(c)(3) of the Code, as the Club’s governing body shall determine. Any assets not so distributed shall be distributed by a court of competent jurisdiction of the county in which the Club’s principal office is then located exclusively for the Club’s exempt purposes. The use of any surplus funds for private inurement to any person in the event of a sale of the assets or dissolution of the corporation is expressly prohibited.

Rev. 04/2015