BYLAWS of the
KIWANIS CLUB OF: Pullman, Washington
KEY NUMBER: 727
ARTICLE I. OFFICIAL NAME
This organization shall be known as Kiwanis Club of Pullman, Washington.
This name shall not be changed unless permission shall first have been obtained from the International Board of Trustees.
ARTICLE II. OBJECTS
The Objects of this club shall be the Objects of Kiwanis International, which are:
To give primacy to the human and spiritual, rather than to the material values of life.
To encourage the daily living of the Golden Rule in all human relationships.
To promote the adoption and application of higher social, business, and professional
To develop, by precept and example, a more intelligent, aggressive, and serviceable
To provide, through this club, a practical means to form enduring friendships, to render
altruistic service, and to build a better community.
To cooperate in creating and maintaining that sound public opinion and high idealism
which make possible the increase of righteousness, justice, patriotism, and goodwill.
ARTICLE III. MEMBERSHIP AND CLASSIFICATION
Section 1. Membership in this club shall be primarily of the active class as herein defined. There may be only two (2) other classes of membership: senior and honorary.
Section 2. Membership shall not be granted to anyone who holds membership (other than honorary) in any other Kiwanis club.
Section 3. The active members shall represent a cross section of occupations in the community in which this club is located.
Section 4. Members (other than honorary) have the duty to attend meetings, participate in service projects and other activities, pay club financial obligations, wear the Kiwanis emblem, be appointed to committees, be elected as officers or directors, and attend Kiwanis conferences and conventions.
Section 5. Membership is limited to persons over eighteen (18) years of age who satisfy the qualifications for active, senior, or honorary membership.
Section 6. All members of this club must believe in and subscribe to the Objects of Kiwanis International and be of good character and community standing.
Section 7. Qualifications for Active Membership.
a. An active member must believe in and subscribe to the Objects of Kiwanis International.
b. An active member must be of good character and community standing and reside in or
have other community interests within the area of this club.
c. An active member must be engaged in or retired from an occupation in a recognized
line of business or vocation.
d. An active member must pay a membership induction fee and annual membership dues and shall be entitled to all privileges of club membership.
Section 8. Qualifications for Senior Membership.
a. Any member who shall have been an active member in good standing of one (1) or more Kiwanis clubs for not less than ten (10) years, and who is unable to meet attendance requirements because of health, business, or other extenuating circumstances, and who shall have met such other conditions as may be prescribed by this club in these bylaws, may be elected by the Board of Directors as a senior member upon making written application.
b. The Board of Directors shall review the list of senior members not less than once each year and shall have authority, for such reasons as seem adequate, to terminate any such senior membership or to reinstate any such member to active membership.
c. A senior member must pay annual membership dues and shall be entitled to all privileges of club membership.
d. A senior member must meet the standards of attendance and participation as set forth by the Board of Directors.
Section 9. Qualifications for Honorary Membership.
a. Any person who has performed some distinguished public service may be elected by the Board of Directors as an honorary member (of which the person is not an active or senior member) for a period of one (1) year and thereafter may be reelected annually.
b. An honorary member shall not pay either a membership induction fee or annual membership dues, and shall be entitled to all privileges of club membership, except those of voting and holding office. An honorary member in the United States or Canada shall be a paid subscriber to KIWANIS magazine.
c. An honorary member shall not be obligated to attend club meetings.
ARTICLE IV. ADMISSION TO MEMBERSHIP AND RESIGNATION
Section 1. Prospective active members shall be considered for election to membership by invitation only or by transfer from an active Kiwanis club, under the following procedures:
a. Each proposal for membership shall be submitted by a member of this club to the Secretary or the Committee on Membership Growth and Education, which proposal shall bear the signature of the proposer and the endorsement of at least one (1) additional club member, both of whom shall be members in good standing.
b. All proposals for membership shall be submitted to the Board of Directors for consideration.
c. Each proposal for transfer may be submitted by a member of an active Kiwanis club directly to the Board of Directors for the purpose of changing club membership. Transfers must be requested within six (6) months of discontinuing active attendance in the original club.
d. At a meeting of the Board of Directors at which a quorum is present, members shall be elected and transfers accepted by a two-thirds (2/3) vote of those present.
e. Upon favorable action by the Board of Directors, the new and transferred members shall be notified personally concerning the action of the Board and the membership induction fee shall then be secured. The official admission into club membership shall be the date the foregoing requirements are completed, and that date shall be reported to Kiwanis International.
Section 2. Senior and honorary members shall be elected by a majority vote of the entire Board of Directors.
Section 3. A member may resign from this club provided that such member's indebtedness to the club has been paid. The resignation shall be submitted in writing to the Board of Directors and shall become effective when accepted by the Board. Such individual shall forfeit all interest in any funds or other property belonging to the club and all rights to the use of the Kiwanis name, emblem, insignia, or other Kiwanis Marks.
ARTICLE V. DISCIPLINE OF MEMBERS
Section 1. Any active or senior member being two (2) months in arrears in the payment of dues and/or financial obligations, by majority vote of the Board of Directors, shall stand suspended from membership and be so notified in writing by the Secretary. Upon payment of arrears and making application for reinstatement of membership, such member, within thirty (30) days from the date of such written notice, by majority vote of the board may be reinstated. If such member is not reinstated within the thirty (30) day period, the individual's membership is terminated.
Section 2. Active members shall maintain regular attendance at club meetings and shall actively participate in club activities, and the Board of Directors shall review semiannually the attendance and activity participation record of each member. The Board will then measure the personal involvement and attendance at regular club meetings of each active member. At the discretion of the Board, any active member who, without excuse, fails to regularly attend club meetings or actively participate in the activities, by majority vote of the Board, shall stand suspended and be so notified in writing by the Secretary.
Section 3. Any senior member who, without excuse, fails to meet the standards of attendance and participation in club activities set forth by the Board of Directors, by majority vote of the Board, shall stand suspended and be so notified in writing by the Secretary.
Section 4. Any suspended active or senior member, upon making application to the Board of Directors for reinstatement and expressing a willingness to meet club standards of attendance and participation, by majority vote of the Board, may be reinstated within thirty (30) days from the date of such written notice of suspension by the Secretary. If such member is not reinstated within the thirty (30) day period, the individual's membership is terminated.
Section 5. A complaint against a member charged with conduct unbecoming a Kiwanian shall be referred to a special committee appointed by the Board for the purpose of investigating, reporting, and making a recommendation before any action is taken on such charges by the Board of Directors. Proper notice of the charges, the investigation, and the hearing shall be given to such member. A member against whom such charges are sustained after a hearing before the Board may be terminated from membership by a two-thirds (2/3) vote of the entire Board.
Section 6. Any person whose membership has been terminated in any manner shall forfeit all interest in any club funds or other property and all rights to the use of the Kiwanis name, emblem, insignia, or other Kiwanis Marks.
ARTICLE VI. OFFICERS
Section 1. The officers shall be a President, President-elect, Immediate Past President, Vice-President , Treasurer, and Secretary.* If, in any year, the Immediate Past President ceases to be an active or senior member of this club, the active or senior member who served as President most recently prior to the Immediate Past President shall automatically become Immediate Past President.
*Note: After their election and before their assumption of office, all officers shall be known and designated by the titles of the offices to which they have respectively been elected followed by the term "designate."
Section 2. Each officer shall be an active or senior member in good standing. No offices shall be combined in one person other than those of:
a. President-elect and Vice-President; or
b. Secretary and Treasurer.
No person shall simultaneously serve as an elected director and an officer.
Section 3. All officers shall enter upon their official duties on the first day of October of each year and shall serve for a term of one (1) year or until their successors shall be duly elected and qualified.
Section 4. The President has the following duties and responsibilities:
a. Be the executive officer of this club.
b. Preside over all meetings of the club and the Board of Directors.
c. Promote the Objects of Kiwanis International and the positive image of Kiwanis in the community.
d. Be an ex-officio member of all standing and special committees.
e. Present the views of the club to the district and the views of the district to the club.
f. Promote membership growth and the building of new Kiwanis clubs.
g. Be one of the club delegates to the International and district conventions.
h. Attend district conferences and division meetings.
i. Perform such other duties and responsibilities as usually pertain to such office.
Section 5. In the absence of the President, the President-elect shall preside at all meetings of this club and of the Board of Directors.
Section 6. The President-elect has the following duties and responsibilities:
a. Be the only nominee for the office of President.
b. Prepare for service as President for the following year.
c. While serving as President-designate, attend the International and district conventions, district conferences, and training conference for club presidents-designate.
d. Perform such other duties and responsibilities as usually pertain to such office or as may be assigned by the President or Board of Directors.
Section 7. The Immediate Past President shall perform such duties and responsibilities as usually pertain to such office or as may be assigned by the President or Board of Directors, including attending the division meeting for the selection of the Lieutenant Governor and Lieutenant Governor-elect.
Section 8. The Vice-President shall perform such duties and responsibilities as usually pertain to such office or as may be assigned by the President or Board of Directors.
Section 9. The Treasurer has the following duties and responsibilities:
a. Receive all funds paid to this club and promptly deposit them in the official depositories.
b. Disburse funds on order of the Board of Directors and may countersign all checks.
c. Maintain the club financial accounts and records.
d. At all times, make available for inspection by the President, the Board, or any authorized auditors, the financial accounts and records of the club.
e. Make a financial report to the Board monthly, at the annual meeting of the club, and at such other times as the President or Board may require.
f. Perform such other duties and responsibilities as usually pertain to such office or as may be assigned by the President or Board.
Section 10. The Secretary has the following duties and responsibilities:
a. When Secretary-designate, attend the training conference for club secretaries-designate.
b. Keep the club books and records, including membership and attendance.
c. At all times, make available for inspection by the President, the Board of Directors, or any authorized auditors, the club books and records.
d. Keep minutes of the meetings of the club, Board, and committees.
e. Present all bills to the Board for approval and may sign all checks for their payment.
f. Submit to the proper officers, committees, or members all communications received from Kiwanis International or the district.
g. Promptly reply to correspondence and submit all official reports required by Kiwanis International or the district.
h. Submit reports to the club at such times as the President or Board may require.
i. Perform such other duties and responsibilities as usually pertain to such office or as may be assigned by the President or Board.
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j. Give bond in such form and amount as may be required by the Board.
Section 11. Other officers (if any) shall perform such duties as usually pertain to such offices or as may be assigned by the President or Board of Directors.
ARTICLE VII. BOARD OF DIRECTORS
Section 1. The Board of Directors shall consist of the officers and 7 elected directors.
*Note: The Kiwanis International Bylaws require not less than five (5) elected directors.
Section 2. Each director shall be an active or senior member in good standing.
Section 3. The directors shall enter upon their official duties on the first day of October of each year and shall serve for a term of two (2) years or until their successors shall be duly elected and qualified. To ensure continuity on the Board of Directors, one- and two-year terms are required in the initial election.
Section 4. The Board of Directors shall determine the policies and activities of the club, elect and discipline members, approve the budget, approve all bills, take counsel with committees, and have general management of the club.
Section 5. The Board of Directors shall meet regularly at least once each month and hold additional meetings at the call of the President or a majority of the Board. At the discretion of the Board, the committee chairmen shall meet in joint session with the Board.
Section 6. A majority of the Board of Directors shall constitute a quorum for the transaction of all business, except in cases where a larger vote of the entire Board is required under these bylaws.
ARTICLE VIII. CONTINUING OR LONG-TERM PROJECTS
Section 1. To adopt or discontinue a project that may last more than one (1) year, with proper notice, the affirmative vote of a majority of the active and senior members of the entire club present at a designated meeting is required.
ARTICLE IX. RECONSIDERATION OF BOARD ACTION
Section 1. Whenever a petition signed by a majority of the entire club membership alleges that a decision of the club Board of Directors should be reconsidered by the membership of the club, the club secretary shall give at least fourteen (14) clear days written notice to the entire membership of a special meeting to reconsider the decision of the club Board of Directors in question. Such meeting shall be held within thirty (30) days of the date of the petition. Service of such notice shall be deemed effective five (5) days after such notice is mailed. At this meeting, the decision of the club Board of Directors may be reversed by a two-thirds (2/3) vote of those members present.
ARTICLE X. COMMITTEES
Section 1. The basic standing committee structure for clubs is established by the International Board of Trustees. The basic structure should include separate committees that address community services, youth services, sponsored youth, Young Children: Priority One, human and spiritual values, club administration, membership growth and education, public relations, and finance and fund raising. This structure, along with the duties and responsibilities of standing committees, shall be included in annual club and district officer guidebooks and/or manuals.
Section 2. Where and when the opportunity exists to extend Kiwanis through the sponsorship of a new Kiwanis club, the President shall appoint a Committee on New Club Building. This committee shall have the responsibilities as outlined in the procedures for new club building established by Kiwanis International.
Section 3. Where desired, there shall be the option of expanding the committee structure by creating other standing committees which would enable the club to function more effectively in terms of its own needs and interests. The duties of such committees shall be determined at the time they are created.
Section 4. Each standing committee shall be composed of three (3) or more members and shall serve for a term of one (1) year, commencing on the first day of October. All members of a committee are appointed by and are subject to removal by the President. Each committee shall be responsible to the President and shall make such reports as the President or Board of Directors may direct.
Section 5. Subject to the approval of the Board of Directors, special committees may be appointed by the President and they shall perform such duties as may be defined in their creation.
Section 6. Each committee shall cooperate with the appropriate Kiwanis International or district committee(s) to promote, when practical, programs suggested by such committee(s).
ARTICLE XI. MEETINGS
Section 1. This club shall hold one (1) weekly meeting. The day and place shall be determined by the Board of Directors.
Section 2. If the club's regular meeting falls on a legal holiday or eve thereof, the Board may reschedule the meeting for another day during the affected week or cancel the meeting, provided not more than two (2) regular meetings are cancelled during the administrative year.
Section 3. The club may hold such other meetings as the Board or membership may desire.
Section 4. The regular weekly meetings shall not be more than one (1) hour and thirty (30) minutes in duration, except on special occasions as approved by the Board of Directors.
Section 5. The annual meeting of this club should be held at a regular weekly meeting no earlier than the first meeting in April and no later than the second meeting in May. The membership shall be given at least two (2) weeks notice of the date and place of the annual meeting. One-third (1/3) of the active and senior members of the club shall constitute a quorum.
ARTICLE XII. NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS
Section 1. The election of officers and directors shall be held at the annual meeting.
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This provision may be modified to also require the election of the Secretary by the club at the annual meeting, in which case, Sections 7 and 8 of this Article are hereby changed to conform with such modification.
Section 2. Voting shall be by ballot and shall not be cumulative. Only active and senior members present and in good standing may vote. There shall be no voting by proxy or absentee ballot.
Section 3. At a regular meeting at least five (5) weeks prior to the annual meeting, the President shall appoint a Nominating Committee. The committee shall consist of not less than three (3) members and, if possible, a majority shall be Past Presidents. The President shall designate the chairman of this committee. The duties of this committee shall be to make nominations, with the consent of those nominated, and to prepare a ballot for the election of such officers and directors.
Section 4. At least two (2) weeks before the annual meeting, the Nominating Committee shall submit:
a. the President-elect as its sole nominee for the office of President;
b. a list of nominees not exceeding two (2) in number for each office to be filled; and
c. a list of nominees not exceeding the number of directors to be elected plus three (3).
At least one (1) week before the annual meeting, at a regular meeting of the club, nominations from the floor may be made for any office and, when so made, together with the list submitted by the Nominating Committee, shall then be the list of nominees submitted for an election of officers and directors.
Section 5. The President shall appoint an Elections Committee consisting of not more than seven (7) members. The duties of this committee shall be to distribute, collect, and count the ballots and report the results to the President, who shall announce them. A majority of all votes cast shall be necessary to elect any officer. If any ballot does not have a majority for a nominee for any office, the President shall immediately designate a time and place for further balloting for such office. Prior to the second ballot, the nominee having the lowest vote on the first ballot shall be dropped; and in each ballot, the same procedure shall be followed until one (1) nominee shall have received a majority of all votes cast.
Section 6. If the names of more than the number of directors to be elected are placed in nomination, the individuals who receive the highest number of votes up to the number to be elected shall be declared elected.
Section 7. Nothing contained in this Article shall be construed as limiting the right to make further nominations from the floor of the meeting.
ARTICLE XIII. VACANCIES IN OFFICE
Section 1. In the case of a vacancy in the office of President, the President-elect shall succeed to the office. In the case of a vacancy in the office of President-elect, Vice-President, Secretary, Treasurer, or Director, the vacancy shall be filled at a regular club meeting, upon one (1) week's notice of nomination(s) by the Board of Directors.
Section 2. After the election and prior to October 1, in the event of the disability or inability to serve by an officer-designate or director-designate, the vacancy shall be filled at a regular club meeting, upon one (1) week's notice of nomination(s) by the Board of Directors-designate.
ARTICLE XIV. REMOVAL OF OFFICERS OR DIRECTORS
Section 1. Whenever it shall appear to the President or a majority of the club Board of Directors, or by a petition signed by a majority of the entire club membership and presented to the club Board of Directors, that an officer or director may be engaging in conduct unbecoming a Kiwanian or is failing to perform the duties of that office, the Club Board shall give written notice of the alleged facts to the officer or director within thirty (30) days.
A meeting of the entire club membership to consider the alleged facts shall be held within thirty (30) days thereafter, with at least fourteen (14) days clear notice being given to the entire membership of such meeting. Service of such notice shall be deemed effective five (5) days after such notice is mailed. In the event that the club, by a two-thirds (2/3) vote of the entire membership, finds that the officer or director has engaged in conduct unbecoming a Kiwanian or is not performing the duties of such office and declares such office vacant, the membership shall proceed forthwith to elect a new officer or director to fill such vacancy.
ARTICLE XV. INTERNATIONAL AND DISTRICT OBLIGATIONS
Section 1. This club shall exercise fully the privileges and rights of membership in Kiwanis International and the district and shall discharge promptly all obligations imposed by Kiwanis International and the district.
Section 2. The Board of Directors shall provide for the prompt review, approval, and forwarding of all reports required or requested by Kiwanis International or the district.
Section 3. The Board of Directors shall provide for the prompt payment of all dues and other obligations to Kiwanis International or the district.
Section 4. The President and President-designate should act as club delegates to the International and district conventions.
Section 5. In the event the President or President-designate is unable to attend the district or International convention, this club should elect alternate delegates.
Section 6. Delegates and alternates to all conventions or other meetings of Kiwanis International or the district shall be elected at dates sufficiently in advance of such meetings to comply with the Kiwanis International Bylaws and district bylaws. Provision for expenses of such representatives shall be made in the club administrative budget. The Board of Directors shall also provide for the proper representation at any other International and district meetings of Kiwanis in which this club has the privilege of participation.
ARTICLE XVI. OFFICIAL PUBLICATION
Section 1. Each active, senior, and honorary member of a chartered club in the United States and Canada, excluding the French-speaking clubs in Canada, shall be a paid subscriber to the official publication of Kiwanis International. The subscription price shall be collected from each active and senior member as a part of that member's regular dues. (7/97)
Section 2. This club shall enter the subscriptions for the official publication in its books in a special subscription account or according to professional judgment as approved by the Board of Directors and such subscriptions shall be forwarded to the International Secretary.
ARTICLE XVII. PUBLIC ACTIVITIES
Section 1. This club, by fair discussions at its meetings and in other ways, is encouraged to keep its members and the community informed on all questions of public importance and any proposed legislation affecting the community in which this club is located.
Section 2. This club shall have the right, and it shall be its duty, from time to time to give expression by proper means of its attitude on such public questions and such proposed legislation, provided that no other Kiwanis club is affected by the same.
Section 3. When any other Kiwanis club or clubs within the district are affected by any such public questions or proposed legislation, before expressing an opinion, this club must refer the matter, with a favorable or unfavorable recommendation, to the District Board of Trustees. If a club or clubs outside the district are affected, the club must refer the matter to the International Board of Trustees. Upon approval of the recommendation by the district or International Board, respectively, the club may publicly express its opinion through legal and proper means.
Section 4. This club shall not be used in any way for political purposes, nor shall it, as a club, actively participate in the political candidacy of any person.
ARTICLE XVIII. REVENUE
Section 1. The membership induction fee and annual dues shall be as determined by the Board of Directors and shall be approved by a two-thirds (2/3) vote of the active and senior members present at any regular club meeting, provided written notice shall have been given the members at least two (2) weeks prior to the meeting. Such membership induction fee or annual dues shall remain in effect until changed in accordance with the provisions of this Section.
Section 2. Revenue from sources other than those defined in this Article may be raised as determined by the Board of Directors and approved by a two-thirds (2/3) vote of the active, senior, and privileged members present at any regular meeting, provided written notice shall have been given the members at least two (2) weeks prior to the meeting.
Section 3. Monies received from fund-raising projects in which the public participates, or from members or others, for the service activities sponsored by this club, shall be segregated from the administrative funds and shall be used only for charitable, educational, religious, and eleemosynary activities.
ARTICLE XIX. FINANCE
Section 1. Not later than October 15, separate budgets of estimated income and expenditures for the year (October 1 - September 30) for the administrative and community service funds shall be adopted by the Board of Directors.
Section 2. The club books of account shall be internally audited at least once each year. The auditors shall be named by the Board of Directors. The auditors should be familiar with financial statements and should conduct tests of income and expenditures for the past year. The auditors may be club members, but shall not be the Secretary or the Treasurer. A copy of the auditor's report shall be provided to the current Board of Directors and, upon request, to any club member.
Section 3. The Board of Directors shall determine the official depository or depositories and shall designate those persons who shall sign checks.
Section 4. If a club is dissolved, resigns, has its charter revoked, or otherwise ceases operations, and if there are funds or other club assets remaining after club obligations are paid for which the last Board of Directors has made no provision, then the Treasurer shall pay such funds to and donate such assets to the Kiwanis International Foundation.
ARTICLE XX. OTHER AUTHORITIES
Section 1. For authority on all matters not specifically covered by these bylaws, the following documents, current or as amended in the future, shall be consulted in order of priority to determine such matters:
First--Kiwanis International Constitution and Bylaws;
Second--Kiwanis International Policies and Procedures;
ARTICLE XXI. SEVERABILITY
Section 1. In the event that any provision of these bylaws is held invalid, all other provisions shall remain in effect.
ARTICLE XXII. PARLIAMENTARY AUTHORITY
Section 1. Robert's Rules of Order Newly Revised shall be the parliamentary authority for all matters of substance or procedure not specifically covered in these bylaws.
ARTICLE XXIV. AMENDMENTS
Section 1. Any amendment of these bylaws, if in conformity with the Kiwanis International Constitution and Bylaws, may be adopted by two-thirds (2/3) vote of the active and senior members present at any regular meeting, provided written notice of the proposed amendment shall have been given to the members at least two (2) weeks prior to the meeting. One-third (1/3) of the active and senior members shall constitute a quorum. There shall be no voting by proxy or absentee ballot.
Section 2. If these bylaws are in conflict with the Kiwanis International Constitution and Bylaws, current or as amended in the future, this club shall amend these bylaws to bring them into conformity with the International Constitution and Bylaws.
ARTICLE XXV. APPROVAL OF KIWANIS INTERNATIONAL
These bylaws and all amendments or additions shall not be effective unless approved by Kiwanis International.
ADOPTED BY THE CLUB MEMBERSHIP:
May 13, 1998_________________________
Kiwanis Club of Pullman, Washington_____
By Judith R. Wutzke__________________
APPROVED BY KIWANIS INTERNATIONAL:
Sep 23, 1998________________________
BY Garold Johnson_________________
Note--Two (2) copies of these bylaws or any amendments shall be forwarded to the International Secretary and one (1) copy will be returned to the club with the noted approval. (11/97)
Copyright 1997 by Kiwanis International.
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