New Bern Civitan Club
P.O. Box 13673 New Bern, North Carolina 28561
CONSTITUTION OF THE
Article I: Name and Motto
Section 1. The name of this organization shall be the New Bern Civitan Club, Inc. of New Bern, North Carolina. Operating under the charter granted by Civitan International.
Section 2. The motto of this organization shall be, “Builders of Good Citizenship.”
Article II: Purpose
The purposes of the New Bern Civitan Club are to enhance the building of good citizenship through education on public affairs, community needs, services to the community, and fellowship among its members and to support charitable organizations and the needy.
Article III: Membership
Membership in this club is open to all persons eighteen (18) years of age or older of good character and reputation.
Section 1. Classes of Membership
There are six classes of membership: Active, Honorary, Life, Support, Project, and Corporate.
A. Active Member - A person possessing the basic qualifications described in the preceding paragraph may be elected to active membership in the New Bern Civitan Club. The active member pays membership fees and dues and may hold elective office in Civitan International, Civitan District East and New Bern Civitan Club.
B. Honorary Member - Civitan members may confer honorary membership on persons who have distinguished themselves in some unusual way or praiseworthy manner. Honorary members may attend meetings, but may neither vote nor hold office. They pay no dues.
C. Life Member - The Club may, in recognition of distinguished service, confer life membership on an active member. The Club assumes all dues for life members, paying club, district, and International dues on their behalf. Past International presidents are automatically made life members in their “home” club.
D. Support Member - A Support Member provides financial assistance to support Civitan charitable activities but does not attend regular meetings or help for fund raising or other projects. When attending a club meeting, the Member should advise an officer of the club in order to be recognized at the meeting. The Member has voting and other rights of an active member.
E. Project Member - A Project Member participates in New Bern Civitan Club projects but does not attend regular meetings. Before being accepted as a Project Member, the applicant would be expected to participate in at least one or more projects and show enthusiastic desire to be active in this manner. It is the responsibility of the Project Member to advise the Treasurer or Secretary when he or she attends in order to be recognized at the meeting and for billing purposes. A Project Member has voting rights and will be included in the membership roster.
F. Corporate Member - Corporate Membership is offered to companies which make a substantial financial contribution to the Club. The company will be recognized as a Corporate Sponsor of the New Bern Civitan Club and will be given special recognition in our various publications and as a sponsor for selected events, which shall be determined in advance, at the time of membership.
Section 2. Duration of Membership
A. Active membership shall endure for life unless terminated as
Section 3. Termination of Membership
Membership may be terminated as follows:
Section 4. Forfeiture of Interest in Club Property
Any member whose connection with this Club shall be severed by resignation, death, expulsion or otherwise shall forfeit all interest in any property belonging to the Club.
Section 5. Leaves of Absence
Any member, in good standing, who cannot attend meetings for an extended period of time (in excess of three months), because of illness, unemployment, or any other reason deemed valid by the Board of Directors, may request a leave of absence. When such leave is granted, the member is exempted from paying Club dues, but will continue to pay International and District dues, if required, and will be carried on the roles as a Project Member. Each request must be approved by the Board of Directors. The Board of Directors will review each Leave of Absence on a quarterly basis to determine whether or not the leave should be continued.
The intent of this policy is to alleviate a financial hardship caused by the illness or any other reason the Board of Directors has deemed valid.
Article IV: Meetings
Section 1. Regular meetings shall be held at least twice per month, as provided by the Bylaws.
Section 2. An Annual Installation and Awards meeting shall be held in September in New Bern, North Carolina. The installation of new officers and directors shall take place at said meeting.
Article V: Fees and Dues
Each member shall pay such initiation fees and periodic dues as may be prescribed in the Bylaws of this Club.
Article VI: Directors and Officers
Section 1. As prescribed by Civitan International, based on Club membership, a number of directors shall be elected in accordance with the Bylaws and serve for a period of two years.
Section 2. The elected officers of the Club shall consist of a President, a President-Elect, a Vice President, a Secretary, an Assistant Secretary, a Treasurer, and an Assistant Treasurer elected annually.
Article VII: Board of Directors
Section 2. General Powers
The business affairs of this Club shall be managed by the Board of Directors or by such Executive Committee as the Board may establish pursuant to the Bylaws.
Article VIII: Other Officials
The President shall appoint a Chaplain and a Sergeant-At-Arms to serve for a period of one year.
Article IX: Amendments
This Constitution may be amended by a majority vote of the members in good standing present at any meeting of the Club, provided written notice of such proposed amendments shall have been given the members by the date of the immediate preceding meeting. No amendments or additions to this constitution shall be made which are not in conformity with the Constitution and Bylaws of Civitan International.
BY-LAWS OF THE
June 26, 2015
Article I: Election of Directors and Officers
Section 1. Preparation
A. The election of Officers and Directors shall be held at an annual meeting of the Club which shall be in New Bern, North Carolina during the month of March, April or May. The Club shall report said Officers and Directors to Civitan International by July 1.
B. The number of Directors shall be as prescribed by Civitan International plus the immediate Past-President, and shall be a minimum of six (6) directors.
C. Half the number of Directors, or half minus one if there is an odd number, shall be elected annually.
D. Not less than four weeks prior to the election meeting, the President shall appoint a Nominating Committee chaired by the President elect and composed of two additional Club members.
E. The Nominating Committee shall prepare a list of nominees of at least one person for each office to be filled, who have consented to serve if elected. The slate shall be submitted to the membership two weeks prior to the election.
F. Upon motion of any member duly seconded, nominations may be made from the floor at the meeting one week prior to the annual election, and such nominees who have consented to serve if elected, shall be placed upon the ballot as duly nominated candidates.
G. At the election meeting, there shall be furnished to the members in good standing, a ballot containing the names of the nominees for the respective Officers, upon which each member shall indicate his choice. Votes shall be counted by at least two Past Presidents of the Club appointed by the current President.
Section 2. Balloting
Election shall be by majority of those members present and voting so long as a quorum exists.
Section 3. Term of Office
The term of office and fiscal year for the Club and it Officers shall commence October 1 and terminate September 30. The term of office for Directors shall be two years, with the term of office commencing October 1 of the year of their election.
Section 4. Vacancies
Vacancies on the Board of Directors occurring during the fiscal year shall be filled by the Board of Directors by appointment. Such appointment shall terminate on the next September 30. The remaining portion of a vacancy for a two-year term shall be filled by election of the membership.
Article II: Board of Directors
Section 1. The Board of Directors shall exercise general control over all Officers and Committees, and may, for good cause, declare any office vacant. It shall be the duty and responsibility of the Board of Directors to exercise strict financial control over the operating funds, the charitable funds, the scholarship fund and all other funds established by the Club.
Section 2. The composition of the Board is defined in Article VII, Section I (Composition) of the Club’s Constitution. Those members are the only members entitled to vote on Board business.
Section 3. The Board of Directors shall uphold the Constitution and Bylaws of the New Bern Civitan Club, Inc.
Section 4. The Board of Directors shall review and revise, as necessary, the operating, charitable and scholarship budgets and submit a proposal, for approval, to the membership at large on the next business meeting.
Section 5. The Board of Directors shall not permit any expenditure of funds that exceeds the balance on hand in the operating and charitable funds or the return on principal in the scholarship fund.
Section 6. In order to avoid the appearance of a conflict of interest, all voting Officers and Members of the Board of Directors shall recuse themselves from Board votes involving financial assistance to non-Civitan affiliated organizations with which the voting Officer/Member may be affiliated. Should there be a dispute about recusal, the Civitan presiding at the meeting shall be the final arbiter. The limitation on voting does not restrict the right of the voting Officer/Member to propose or encourage financial support or other assistance to such affiliated organizations.
Article III: Duties of the Officers
Section 1. President
The President shall appoint the Sergeant-at-Arms and all committees, shall preside at all meetings of the Club, and of the Board of Directors, and shall perform other duties as ordinarily pertain to such office. The President shall be an ex-officio member of all standing and special committees. The Club President should attend every Area meeting and District meeting. The President may delegate such duties as he may see fit to the President-Elect and/or the Vice President.
Section 2. President-Elect and Vice President
It shall be the duty of the President-Elect and/or the Vice President, or if they are unavailable, any Past President to preside at meetings of the Club and Board of Directors in the absence of the President and to perform other duties as ordinarily pertain to his office. The Club President-Elect should attend as many as possible of the Area and District meetings.
Section 3. Secretary
It shall be the duty of the Secretary to keep the records of the membership, send out notices of meetings of the Club, Board of Directors and Committees, record and preserve the minutes of each meeting, make the required reports to Civitan International each month of the attendance at the Club meetings and of the active membership of the Club immediately following the final meeting of the month. Perform other duties as customarily pertain to such office or that may be assigned by the President or the Board of Directors. The Secretary shall take attendance at club meetings and provide the information weekly to the Treasurer for billing purposes. This responsibility may be delegated.
Section 4. Assistant Secretary
It shall be the duty of the Assistant Secretary to work with the Secretary in the performance of all duties and responsibilities assigned to the Secretary except the cosigning of checks.
Section 5. Treasurer
It shall be the duty of the Treasurer to have custody of all funds of the Club. The Treasurer shall maintain the books, records and accounts of the operation fund, charitable fund, scholarship fund and other such funds as directed by the Board of Directors or the membership. He or she shall keep the accounts of the current operating fund by objects of appropriation and shall not make any disbursement which shall exceed the unexpended balance of the appropriation to which the same is chargeable. He or she shall make disbursements of each special fund in such a manner as has been prescribed or approved by the Club. He or she shall promptly deposit all money received by him in the depository or depositories designated by the Board of Directors to the credit of the fund to which the same belongs. He or she shall render an accounting, supported by voucher or invoice, of all funds at the annual meeting of the Club. Upon departure from the office, he or she shall turn over to his successor or the President all monies, books of accounts, records and other properties of the Club then in his possession and for which he or she is accountable. The Treasurer shall arrange that electronic access as well as bank statements are made available to the current President-Elect, who shall review these documents and inform the Treasurer of the results of the review.
In order to provide the Board of Directors and the membership with a clear and concise accounting of the Club finances on a monthly basis, the Treasurer’s written report will include the following:
1. Delinquent Dues
2. Operating Account (Monies derived from club dues and other designated events.)
3. Charitable Account (Monies derived from the Charitable Fund as of the previous September 30.)
4. Charitable Fund (Derived from monies earned from charitable projects during the current Civitan year, October 1 to September 30 and interest earned from the charitable account for this same period.)
5. Pennies from Heaven (Monies derived from the Pennies from Heaven cup and other donations from the membership.)
6. The New Bern Scholarship Fund (To be reported semiannually.)
Section 6. Assistant Treasurer
It shall be the duty of the Assistant Treasurer to work with the Treasurer in the performance of all duties and responsibilities assigned to the Treasurer including the preparation and signing of checks in the absence of the Treasurer. The Assistant Treasurer is not authorized to countersign checks prepared by the Treasurer.
Article IV: Meetings
Regular meetings of the Club shall be held at 12:00 noon at a designated place. Special meetings may be held at such time and place as designated by the Board of Directors.
The Board of Directors shall meet each month at a place and time designated by the President. Special meetings may be called at the discretion of the President or his designated representative, with notice to all available Officers and Directors.
One-third of the membership in good standing shall constitute a quorum at any meeting of the Club. Fifty percent shall constitute a quorum of the Board of Directors.
Article V: Fees and Dues
The Board of Directors shall establish required fees and dues to meet operating expenses. Dues are due and payable on the first day of each quarter.
Article VI: Politics and Religion
Section 1. 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 or persons.
Section 2. This Club subscribes to the principle of religious freedom for its members and all other persons.
Article VII: Finance Committee
Section 1. The President shall appoint a Finance Committee consisting of four members in good standing: one should be from the accounting profession with tax experience.
Section 2. The Finance Committee shall:
A. Review Club accounts as appropriate (See Article IX, Section I.)
B. Serve as an advisory council to the Treasurer and the Board of Directors.
C. Prepare, with the assistance of the Treasurer, an annual operation budget and charitable budget based on the charitable fund, as of the previous September 30, for the charitable budget and the projected membership dues and other designated events for the operating budget. After review by the Board of Directors, the budget will be presented to the membership for approval.
Article VIII: Scholarship Committees
Section 1. There shall be a Scholarship Fund Committee and a Scholarship Awards Committee. A Member (except for the President’s ex officio membership) may serve on only one of these Scholarship Committees at a time.
Section 2. The Scholarship Fund Committee shall consist of the President, one member of the Finance Committee as designated by the President, and one member appointed by the President.
Section 3. The Scholarship Fund Committee shall work with the North Carolina Community Foundation and Civitan International to maximize returns while preserving principal. The committee shall review and recommend investments as funds or investments mature and, as needed, to the Board of Directors. These investments shall be approved by the membership.
Section 4. The Scholarship Fund Committee shall solicit contributions to the Scholarship Fund from foundations and other appropriate sources, and shall not solicit the membership as Club contributions to the Scholarship Fund are made from the charitable fund as approved in the normal budgeting process.
Section 5. The return on principal may be reinvested or may be used to fund, by transfer to the charitable account, current annual scholarships awarded by the Scholarship Awards Committee. The principal may not be used to fund current annual scholarship awards except upon approval of the Board of Directors and two-thirds of the membership.
Section 6. The President shall appoint a Scholarship Awards Committee Chairman who shall select Committee members in accordance with North Carolina Community Foundation and Civitan International rules.
Section 7. The Scholarship Awards Committee shall solicit applications and award scholarships to one or more high school seniors from Craven County each year according to the number and amounts of scholarships contained in the charitable budget. The winners shall be announced to the membership annually.
Section 8. Scholarships of $3,000 or greater shall be paid one-half in the fall semester and one-half in the spring semester upon proof to the Treasurer by the awards recipient of enrollment as a student in good standing in a four-year institution of higher learning. Scholarships less than $3,000 shall be made in a single payment in the fall semester with the same conditions applying. Failure by the recipient to qualify for payment after being awarded the scholarship shall cause the funds to remain in the charitable fund for use as scholarships to future awards recipients as approved in the charitable budget.
Article IX: Finances
Section 1. All checks issued by the Club shall require two signatures. All bills shall be paid by checks signed by the Treasurer, and countersigned by the President, or President-Elect, or Secretary. Transactions requiring signatures regarding funds in the Scholarship Fund shall be signed by the Treasurer and counter signed by the President, President-Elect, or Secretary. At the start of each fiscal year, an internal review shall be made annually two months after the close of the previous fiscal year by a committee appointed by the President composed of two past club Presidents (excluding the immediate past President.) The report shall be submitted to the Board of Directors and the club’s Finance Chair.
Section 2. The President, Secretary, Treasurer, and/or check signing members authorized by the Board in Section 1 of this Article, and committee chairpersons in charge of Fruit Cake, Christmas Tree, Peanuts, Special Olympics, Annual Fund Raiser, and other activities involving revenue, shall be bonded as required by the Board of Directors for the safe custody of funds of the Club.
Section 3. The financial year of Civitan Clubs is from October 1 to September 30. Payment of per capita taxes to Civitan International and to the District shall be made quarterly and shall be based upon the active membership of the Club at the end of the previous quarter.
Section 4. The commitment for funds and expenditures shall not exceed current balances.
Section 5. Ten percent of the monies derived from charitable projects may be placed in the operating account (general account) and may be utilized, if required, for operating expenses with the approval of the Board of Directors and the membership. At no time will these funds exceed what is considered reasonable by the IRS in order not to jeopardize the Club’s nonprofit status.
Section 6. Charitable Projects
Charitable projects are defined as projects that earn funds for the charities this club supports. All these funds will be placed in the charitable fund in the Civitan year they are earned. They include:
A. Fruitcake sales
B. Christmas tree and wreath sales
C. Booth sales/Special sales
D. Peanuts (charitable portion)
E. Yard Sales
F. Special Concerts/Programs
This list is shown as an example only, and projects may be added to or deleted from this list as the Club may deem necessary.
7. Other Sources of Charitable Funds
Section 8. Non Charitable Projects
Non charitable projects are defined as those projects that earn funds for the Club’s operating fund. The current non charitable project is part of the peanut sales. (Listed as an example only and may be added to or deleted as the Club deems appropriate.)
Article X: Method of Electing Members and Reinstatement
Section 1. Members of this Club shall be elected to membership by completing an application form, obtaining the sponsorship of a Club Member, and receiving approval of the Board of Directors.
Section 2. Honorary Members
Proposals for Honorary Membership shall be submitted in writing and shall be referred to the Board of Directors. If the Board of Directors unanimously approves the proposal, a nominating petition shall be prepared by the Board setting forth reasons why such Honorary membership should be bestowed and same shall be presented to the membership at a business meeting of the Club. The vote shall be taken by ballot of the membership, and if less than three members cast negative votes, Honorary Membership shall be bestowed upon the person.
Section 3. Any member who forfeits his/her membership for any reason may make application for reinstatement and, if so, the application shall be handled as a new member. If the vote by the Board of Directors is favorable, he or she may be reinstated upon payment of indebtedness to the Club at the time of forfeiture of membership.
Article XI: Resolutions and Subscriptions
Section 1. Any resolution or motion to commit this Club on any matter may be referred to the Board of Directors at the discretion of the presiding officer. Such resolutions or motions, if offered at a Club meeting, may be referred, without discussion, to the Board of Directors, which, after having given consideration to the matter, shall submit its recommendation to the Club. Having received the recommendation of the Board, the Club may then proceed to take such action as may seem proper to the majority.
Section 2. No assessment shall be permitted to be placed upon the membership of the Club; nor shall any person or organization be permitted to appeal for funds of any purpose whatsoever before a regular meeting of the Club without the approval of the presiding officer.
Section 3. Any proposal for an expenditure of non budgeted funds in excess of $200.00 shall be referred to the Board of Directors, and their recommendation shall be submitted to the Club for final action. Prior to the vote by the Board of Directors, the Treasurer shall certify that funds are available.
Article XII: Rules of Order
Parliamentary procedure in all meetings of the Club, Board of Directors and Committees shall be in accordance with Robert’s Rules of Order, newly revised.
Article XIII: Guests
Each member is encouraged to invite potential members as guests. The meal cost will be covered by the Club. For any other guest, family member, relative, friend, etc., the member will be charged.
Article XIV: Amendments
These Bylaws may be amended by the majority vote of the members in good standing present at any meeting of the Club where there is a quorum, provided written notice of such proposed amendments shall have been given to the Club Members by the date of the immediate preceding meeting. No amendments or additions to these Bylaws can be made which are not in conformity with the Club Constitution and with the Constitution and Bylaws of Civitan International.
Article XV: General Provisions
Section 1. Any member 30 days delinquent in dues shall be reported by the Treasurer to the Board of Directors for their determination of proper action.
Section 2. The business of this organization shall be transacted by voice vote, except when designated otherwise by the presiding officer or provided for by the Bylaws.
Section 3. There shall be no voting by proxy.
Section 4. The Standing committees of this organization shall consist of the following:
A. Finance Committee
B. Program and Entertainment Committee
C. Civitan Education Committee
D. Publicity and Club Bulletin
E. Junior Civitan
Section 5. Seal
The corporate seal of the Corporation shall consist of two concentric circles between which is the name of the corporation and in the center of which is inscribed “Seal,” and such seal, in the form approved by the Board of Directors, shall be adopted by said Board as the corporate seal of the Corporation.
Section 6. Waver of Notice
Whenever any notice is required to be given to any member or Director under the provisions of the North Carolina Nonprofit Corporation Act, or under the provisions of the Charter of Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to giving of such notice.