CLUB BYLAWS

Article I:  Club Name

The name of this Club of Altrusa International, Inc., (who will hereinafter be referred to as “International”) shall be Altrusa International, Inc., of the Eastern Sierra.   This Club’s full name shall so appear whenever used, and will be referred to as “Club” in the following text of the Bylaws.

Article II:  Vision Statement

Altrusa International, Inc., of the Eastern Sierra is recognized by the community we serve as volunteers making a difference.

Article III:  Mission Statement

Altrusa International, Inc., of the Eastern Sierra is a professional organization focusing on service and literacy projects for the communities within the Owens Valley while fostering and building volunteers among its membership.

Article IV: Policy

Section 1:  This Club shall conform to all Policies of International.  Such policies will be bound and kept by the Club President.

Section 2: This Club shall not become affiliated with any organization without the approval of International.

Section 3:  This Club, as a body, shall not endorse or recommend any candidate for public office nor shall it take any action on partisan or religious questions or on legislative matters without the prior approval of International.

Article V: Membership

Section 1:  Members:  Membership shall include persons who are Active, Emeritus and Honorary.

Section 2:  Active Members

1. Active membership in this Club shall be recognized leaders in our community, their businesses or professions, or those retired there from, who are of good character and who subscribe to the principles and purposes of International.
2. Active members shall be classified in accordance with their business and profession, or that which they have retired from.
3. Regulations prescribed by the International Board of Directors shall determine the methods of classification.

Section 3:  Emeritus Members

1. Emeritus members are those Active Members who are no longer able to vigorously contribute or contribute in person  to the Club because of health or other restrictions which limit their physical activity,  provided:
1. That The Board of Directors of this Club and the District Eleven Board of Directors approve such change in status from once active to Emeritus; and
2. That they have been members of International for ten (10) years; and
3. That they are, through great service to Altrusa and devotion to its Principles, deserving of the honor of being a member of Emeritus status.
   
2. Emeritus members represent no classification, are not eligible to vote, hold office, or serve on a committee, and have no interest in the property or funds of the Club or District.  They are entitled to wear the insignia of International and to attend all meetings.  They shall not be required to pay District and International dues.  The Club may waive club dues.  An Emeritus member will only receive services purchased by the Club.
3. An Emeritus member who is able to participate as an active member may return to Active Membership status.

Section 4:  Honorary Members

1. This Club may bestow honorary membership upon any woman or man who has achieved distinction through some notable service;
2. Honorary members shall represent no classification, shall be exempt from all fees and dues, shall not be eligible to vote, hold office, or be on a committee and shall have no interest in the property or funds of the Club.  They shall be entitled to attend all meetings of the Club;
3. Honorary members shall not be members or former members of Altrusa.

Article VI: Invitation of Members

Section 1:  Membership shall be granted only upon written invitation from the Club.

Section 2:  The procedures for invitation shall be those specified by International.

Article VII: Duration of Membership

Section 1:   Membership Length. 

All classes of membership shall endure for life except as listed below:
           
Section 2:   Resignation and Transfer of Club Membership

1. Voluntary Resignation:  A member may voluntarily resign in writing to the Club’s Board of Directors. Voluntary resignations are effective upon fulfillment of all obligations through the date of resignation.
2. Transfer of Membership:  Membership is not transferable or assignable.  A member of another club of Altrusa International may become a member of this Club upon payment of such dues and fees as may be specified in the Policies.  A member of this Club may become a member of another Club, upon payment of such dues and fees as may be specified in the new club’s Policies.

Section 3:  Removal of Club Members and appeals

1. Cause. Any member may be terminated from membership if that member has acted or is acting in a way to injure Altrusa’s reputation or to hamper its or this Clubs work.
2. Active, Emeritus or Honorary Members.

   1. Any member may file written charges against an Active, Emeritus or Honorary member with the Club’s Board of Directors, specifying the grounds for expulsion.  The Club’s Board of Directors shall hold a hearing on the charges.  If the Board determines, by two-thirds (2/3) vote of those present, that cause for expulsion exists, the member shall be expelled, effective immediately upon notice to the member.  The Board’s decision made by this vote shall be final and shall be effective immediately.
3. Forfeiture. Active membership shall be forfeited automatically when;

   1. The member ceases to reside or to be actively engaged within the area of the Club in the business or professional classification under which she holds membership, or
   2. For reasons of the economy of the country, family crisis, or personal health, a member, at the discretion of the Club’s Board of Directors, may be granted one year to find new classifiable employment or to return to her previous classification; or when
   3. The member fails to pay her annual dues and late charges as established by the International Board of Directors, see Article XVIII, Section 4.

Section 4:   Membership Termination

Any member whose membership is terminated in any manner shall forfeit all interest, if any, in the funds and property of the Club, shall not be entitled to any refund of dues and ceases to be entitled to wear or display the International insignia or emblem.

Section 5:   Leaves of Absence

Up to one year leaves of absence may be granted to any member who desires to hold her classification and who has been excused by the Board of Directors of the Club from attendance at Club meetings, but such member shall not be exempt from payment of regular dues during such leave of absence.

Article VIII:  Meetings

Section 1:  Regular Meetings 

This Club shall meet at least once a month and may meet more frequently.
Regular meetings shall be held on the second and fourth Thursday of each month at such time and place as may be designated by the Club’s Board of Directors, and should any such meeting date fall on a holiday, the Club Board of Directors shall fix a new date for such meeting and advise the members thereof.

Section 2:   Special Meetings

Special meetings may be called by the Club President, by three (3) members of the Club’s Board of Directors or upon the request of five (5) members. The notice stating the place, date and hour and purpose for which the meeting is called must be made by mail or telephone to each member entitled to vote at the meeting seven (7) days before the date of the meeting.

Section 3:  Annual Meetings

The annual meeting shall be designated by the Board of Directors and shall be one of the regular meetings held in June of each year.

Section 4:  Quorum

1. One-third (1/3) of the membership shall constitute a quorum at regular meetings. The majority vote of the members at this meeting, at which a quorum is present, shall be the act of the members of the Club, except as to the power to amend these Bylaws, which is governed by Article XX, Section 1.
2. A majority of the membership shall constitute a quorum at a special meeting.  The majority vote of the members at a Special meeting at which a quorum is present shall be the act of the members of the Clubs, except as to the power to amend these Bylaws which is governed by Article XX, Section 1.

Article IX: Board of Directors

Section 1:  Composition

The Board of Directors shall consist of the officers, Immediate Past President, and two directors.

Section 2:  Tenure

1. The term of office of the two directors shall be two years each.  Directors will begin their term of service in alternating years in order to provide continuity.  A director shall not be elected for more that two consecutive terms.  Any part of a term equaling or exceeding one-half (1/2) of the regular term shall be considered a term in deciding eligibility for reelection.
2. The term of elected officers is one year.  Elected officers, however, may serve multiple years on the Board of Directors as they move through the offices prior to serving as President.

Section 3:   Vacancies

1. A vacancy in the office of the President shall be filled by the President-Elect if there be one, or by the Vice Presidents, in order of succession, if there is no President-Elect.
2. A vacancy in the office of President-Elect shall be filled by the Vice Presidents, in order of their succession.
3. In the event of a vacancy in the office of the First Vice President, the Second Vice President shall serve as First Vice President for the remainder of the term.
4. Vacancy of another position on the Board of Directors, except for that of the Immediate Past President, shall be filled by the remaining members of the Board of Directors voting therein by ballot.

Article X:  Powers of the Board of Directors

Section 1:   Powers

1. The Board of Directors (BoD) shall have general control of the Club, of all officers and committees and may, for good cause, declare any office vacant or any membership terminated.
2. The Board of Directors shall have power to transact all business of the Club not otherwise provided for; to fill vacancies as provided in Article IX, Section 3, of these Bylaws; to act upon all recommendations for membership in the Club; to designate a place for deposit for funds of the Club; to provide for auditing the Club’s accounts; to bond any person holding funds of the Club.

Article XI: Meetings of the Board of Directors

Section 1:   Regular Meetings

Regular meetings of the Club’s Board of Directors shall be held on the first Thursday of each month at such time and place as the Club President may designate.

Section 2:  Special Meetings

Special meetings of the may be called by the President or three (3) members of the Club’s Board of Directors. The notice stating the place, day and hour and purpose for which the meeting is called must be made by mail or telephone to each member entitled to vote at the meeting seven (7) days before the date of the meeting.

Section 3:   Quorum

A majority of the Club’s Board of Directors shall constitute a quorum at a meeting.  The act of the majority of the members at a meeting at which a quorum is present shall be the act of the Club Board of Directors.

Article XII:  Club Officers

Section 1:  Officers

The officers of this club shall be a President, President-Elect, First Vice President, Second Vice President, Recording Secretary, Assistant Secretary, Treasurer, the Immediate Past President and, at the Club’s option, an Assistant-Treasurer.

Section 2:   Tenure of Office

The term of office of each officer shall be one year with the exception of Treasurer which may or may not be two years.  No officer shall hold the same office for more than two (2) consecutive terms.  Any part of a term equaling or exceeding one-half (1/2) of the regular term shall be considered a full term in deciding eligibility for reelection.

Section 3:  Qualifications

No person shall be elected to the office of President who has not served at least one (1) year on the Board of Directors within the past five (5) years.

Article XIII: Duties of Officers

Section 1:  Duties

The duties of the officers shall be such as are specified in these Bylaws and by Robert's Rules of Order, Newly Revised.

Section 2:  President

The President shall:

1. Be chairman of the Board of Directors and an ex-officio member of all committees, except the Nominating Committee.
2. Appoint such special committees as she may deem necessary and all standing committees, except the Nominating Committee. The President’s appointments shall be subject to the approval of the Board of Directors.

Section 3:  President-Elect

A President-Elect attends all meetings of the Club Board, acquaints herself with the duties of President, and assumes the office of President at the expiration of the term of the incumbent, or upon the inability of the incumbent to complete her term.  The President-Elect shall act for the President in her absence or her inability to act.  The President-Elect will be responsible for scheduling the Program Meetings.

Section 4:  Vice Presidents and Directors

The Vice Presidents and Directors shall assist the President in her work.  The Vice Presidents, in the order of their succession, shall act for the President-Elect in her absence or in the event of her inability to act.  The Vice-Presidents, in the order of their succession, shall become President-Elect and then President.  The Vice Presidents and Directors shall assume such other responsibilities as directed by the Club Board of Directors.

Section 5:   Secretary

1. The Secretary shall keep a record of attendance at all meetings; keep the minutes of each meeting; keep a permanent file of all important papers; notify all members of the time and place of Club meetings; and perform such other duties as may be assigned by the Club’s Board of Directors. 
2. The Assistant Secretary shall assist the Secretary as directed by the Secretary and Board of Directors, as well as write and send Club correspondence.

Section 6:   Treasurer

The Treasurer shall:

1. Collect all money due the Club, keep an accurate record thereof, deposit the same in a depository in the name of the Club, pay bills authorized by the Club’s Board of Directors, and present a full report at each Board meeting , and to the Club at its annual meeting, or at any time upon request.
2. Submit the book in which the record of receipts and disbursements for the year has been keep and her annual report for audit.
3. Notify Active members of any failure to pay dues, or late charges required by these Bylaws.
4. Keep an accurate roster of the entire membership.
5. Send to the International Office and the District Eleven Treasurer, on or before the date established by the International Board of Directors, each year the annual membership dues report on forms provided by International together with the annual per capita dues required by International and District respectively.
6. Send to the International Office during January of each year the convention fee as established by the International Board of Directors.
7. Serve as a member of the Finances Committee.

The Assistant Treasurer shall assist the Treasurer as directed by the Treasurer and Board of Directors.

Section 7:   Removal from Club Office and appeals

1. An elected or appointed officer may be removed from office for cause.  “Cause” shall include, without limitation, failure to perform the duties of her office, failure without excuse to attend meetings of the Club or Board of Directors, or by acting in such a way as to injure the Club’s or Altrusa’s reputation or hamper its work.
2. Any member of the Club Board of Directors may file written charges against an elected or appointed Club Officer, specifying the grounds for removal from office.  The Club Board of Directors shall hold a hearing about the charges.  The Club Board of Directors shall give thirty (30) days’ written notice, delivered in person or sent by certified or registered mail, to such officer, specifying the time and place of the hearing and the charges.  The officer is entitled to be present at the hearing, to be represented by counsel (who may or may not be a member) and to present her defense.  The officer is not entitled to be present during the Club Board of Director’s deliberations or to vote.  If the Club Board of Directors determines, by two-third (2/3) vote of those present that cause for removal exists, the officer shall be removed from office, effective immediately upon presentation of decision by the vote.
3. The officer or the persons the written charges have been brought against may appeal the determination of the Club Board of Directors to the entire Club membership, within fifteen (15) days of the decision of the Club Board of Directors.  The Club membership shall hold an appeal hearing concerning the charges.  The Club Board of Directors and the officer shall be given thirty (30) days’ notice by certified or registered mail of the appeal hearing, specifying the time and place of the hearing and the matter which is the subject of the appeal.  The officer is entitled to be present, to be represented by her counsel, and to present her defense.  She is not entitled to be present during the membership’s deliberations or to vote.  The Club Membership shall determine, by a two-thirds (2/3) vote of those presents, whether the determination of the Club Boards of Directors should be overturned or affirmed.  This decision shall be final and shall be effective immediately.

Article XIV: Election of Officers and Directors

Section 1:  Election

1. All officers, except the Immediate Past President, shall be elected by ballot at a regular business meeting in March and shall be installed so as to take office on June 1, and shall serve for one year or until their successors are elected and installed.  In the event there is only one nominee for an office, the Secretary may be instructed to cast the ballot.  Officers of a newly organized Club shall serve until the 31st day of May following such organization, except that officers of Clubs organized after January 1 and before June 1 may serve until one year from the next June 1.
2. Any candidate who shall receive a majority of all valid votes cast shall be declared elected.  In the event there shall be more than two (2) candidates for any one office, and no candidate shall receive the majority of all valid votes cast on the second ballot, the candidate receiving the least number of votes shall be eliminated from each succeeding ballot.

Section 2:  Incoming Officers and Directors

Officers and directors may meet at any time after their election, at the call of the incoming President, for the purpose of organization and to ratify committee appointments.  Meeting may be as the entire Board of Directors or individually as so requested by the incoming President.

Article XV:  Club Committees

Section 1:  Standing Committees

The Standing Committees of Club shall be:

1. Service
2. Membership Development
3. Communications
4. Finances
5. Literacy
6. Leadership & Strategic Planning
7. Scholarship

Section 2:  Nominating Committee

The Nominating committee will be elected by the membership at least eight (8) weeks prior to the March business meeting and will consist of no fewer than three (3) members.  The individual receiving the largest number of votes will serve as chairman.

Section 3:  Duties

The duties of the committees shall be consistent with those of corresponding committees in International and District Eleven. 

Article XVI: Election of Delegates to International Convention and District Conference

Section 1:  International Convention

At least ninety (90) days before the Biennium International Convention, the number of delegates and alternates to which this Club is entitled by the International Bylaws shall be elected/selected by the Club at a regular meeting.  Such election/selection shall be sent immediately to the International Executive Director.

Section 2:  District Conference

At least sixty (60) days before the Annual District Conference, the number of delegates and alternates to which this Club is entitled  by the provision of the District Eleven Bylaws, shall be elected/selected by the Club at a regular meeting. The names of the delegates and alternates elected/selected by the Club shall be sent immediately to the District Eleven Secretary.

Article XVII: Fiscal Year

The fiscal year of this Club shall be from the first day of June of each year to and including the thirty-first day of May the following year.

Article XVIII: Membership  Dues and Fees

Section 1:  Dues

Each Active member shall pay to the Club Treasurer annual dues of such amount as the Club may authorize, said dues shall be payable on June 1 of each year and shall include District and International dues.

Section 2:  Procedures for Payment of Dues

1. Each member pays dues in accordance with the Policies.
2. The Club shall forward dues to the International Office and District Eleven Treasurer promptly when paid, together with the required membership information forms.

Section 3:   Fees

An International Membership Processing Fee, as established by the International Board of Directors together with the Club’s affiliation fee,  of such amount as the Club may authorize, shall be payable upon acceptance of an invitation to membership. 

Section 4:   Late Charges

If any Active member fails to pay annual dues by June 15 of each year, that member shall pay in addition thereto a ten percent (10%) late charge.  If a member fails to pay the annual dues plus accumulated late charges, she shall be notified in writing by the Club’s Treasurer that her membership will be forfeited if said fees are not paid in full prior to July 10.  Members whose dues and late charges have not been paid by July 10 shall be dropped from membership. The International Office and the District Eleven Treasurer shall be notified of this failure and membership forfeit on the proper form.

Article XIX: Parliamentary Authority

Robert’s Rules of Order, Newly Revised shall govern the proceedings of this Club and Club Board of Directors, unless otherwise provided by statute, the Articles, these Bylaws, or the Policies.

Article XX: Amendments

Section 1:   Power to Amend

1. These Bylaws may be amended at any regular meeting by a two-thirds (2/3) vote of members present provided notice of such proposed amendment shall have been mailed to all members at least ten (10) days prior to such meeting.
2. Amendments may also be made at the annual meeting, without previous notice, by unanimous vote.

Section 2:   Automatic Amendment

1. These Bylaws shall be deemed to be amended automatically according to and conforming with the International Bylaws.
2. All amendments shall be subject to the laws of the State of California, to the provisions of the Articles of Incorporation and Bylaws of International, and no amendment inconsistent therewith shall be adopted.

Section 3.   Amendment Approval

No amendment adopted by this Club shall be effective until it is reviewed for conflict with the International Articles and Bylaws by the District Eleven Bylaws, Resolutions, and Recommendations Chair.  After review, the Chair shall report back to the Club and to the District Governor.  Rejection by the District BRR Chair may be appealed to the full International BRR Committee upon the written request of two club members.