CONSTITUTION AND BY-LAWS
PICKERING HOMEMAKERS CLUB, INC.
DBA PICKERING COMMUNITY CLUB
The name of the Club shall be the PICKERING HOME MAKERS CLUB, INCORPORATED in 1943 in Mason County, State of Washington, and hereinafter referred to as the Club. State of Washington has granted the use of the doing business title of PICKERING COMMUNITY CLUB.
The objectives and purposes of the Club shall be:
A. To preserve, support, maintain and operate the 1914 historical Grant School building and grounds located on Community Club Road, Mason County, purchased by the Club in 1945.
B. To restore the building to reflect the 1914 school era with appropriate desks and appurtenances of the day, books and other learning material. This restoration to be used particularly for the children of the community for historical reference and research.
C. To ensure the continued use of the school and property as a community meeting place and educational center open to the various community service and charitable organizations, subject to the approval of the Board of Directors.
D. To maintain the grounds and waterfront to encourage outdoor activities of a pastoral nature in a typical Pacific Northwest setting.
E. To extend membership to both men and women, ensure that the Club is non-profit and non-partisan without regard to race or religion.
The Club shall not be conducted or operated for profit and no part of any profits or remainder of residue from dues, donations, or assets of the Club shaU inure to the benefit of any member or individual.
The members of the Club shall adopt and may, from time to time, revise such By-Laws as required to carry out these objectives and purposes.
Section l. Classes of Membership and Eligibility
There shall be the following classes of membership:
A. Lndividual membership for anyone over the age of 18 years of age with full voting privileges, limited to one vote.
B. Junior membership open to all persons age 18 and under. Junior members cannot vote nor may they hold a position on the Board of Directors.
Section 2. Membership Dues
Dues: During the 3rd quarter of the year, annual dues may be reviewed and adjusted by a vote of the member present. Dues are to be paid by each adult member on or before the last business day of December for the following calendar year. No member may vote whose dues are not paid.
During the month of October, the Treasurer shall notify members of his/her dues for the ensuing year. Anyone joining the Club during the last quarter of the year shall be considered as having paid their dues for the following year.
Section 3. Membership Procedure
The membersbip procedure sball be determined by the Board of Directors.
Each applicant for membership shall apply on a form, approved by the Board of Directors. The Application shall state the name, mailing address and email address of the applicants(s),. The prospective member(s) shall submit dues payable for the current year with the application.
Membership may be terminated.
A. By resignation. Any member in good standing may resign from the Club upon written notice to the
B. By lapsing. A membersbip will be considered as lapsed and automatically terminated is such member's dues remain unpaid 30 days after the first day of the fiscal year. In no case maya person be entitled to vote at any Club meetings who's dues are unpaid as ofthe ate of that meeting.
C. By expulsion. A membership may be terminated by expulsion as provided in Article VII of this Constitution and By-Laws.
Section 4. Actions in Club's name
No individual member of the Club, officer or Board member, shall take public or legal action in the name of the Club without the written record of the Board's approval.
MEETINGS AND VOTING
Section 1. Club Meetings
Meetings of the Club shall be held monthly during the months of March through December unless voted otherwise; the time, place and date to be determined by the Board of Directors. Members will be notified of meetings approximately 7 calendar days prior to the date of the meeting. The quorum for such meetings shall be 40% of the members in good standing or 20 members, witchever is less, and shall include at least two members of the Board of Directors.
Section 2. Special Club Meetings
Special Club meetings may be called by the President, or by a majority vote of the members of the Board who are present and voting at any regular or special meeting of the Board, or shall be called by the Secretary upon receipt ofa petition stating the issue(s) in question and signed by five (S) members of the Club who are in good standing. Such special meetings shall be held in the Shelton post office area at such place, date and hour designated by the person or persons authorized herein to call such meetings. Notice of such meetings shall be given by the Secretary at least five (S) business days and not more than (IS) business days prior to the date of the meeting and no other Club business may be transacted there at. The quorum for such a meeting shall be 20% of the members in good standing or 20 members, whichever is less and shall include at least three Board members.
Section 3. Meeting of tbe Board of Directors
Meetings of the Board of Directors shall be held in the Shelton Postal Area at least four times a year; the time, place and date to be determined by the President. Notice of the meetings shall be made by the Secretary at least five (S) business days prior to the date of the meeting. The quorum for such a meeting shall be a majority of the Board.
The Board of Directors may conduct its business by email, FAX or telephone through the Secretary. Items voted upon by telephone must be confirmed in writing within seven days. Board decisions made utilizing any of the above methods will be ratified at the next meeting.
Section 4. Special Board Meetings
Special meetings of the Board may be called by the President and/or shall be called by the Secretary upon written receipt of a written request signed by at least three members of the Board. Such special meetings shall be held in the Shelton Postal Area at such place, date and hour as may be designated by the person or persons
authorized herein to call such meetings. The Secretary shall notify the Board members at least five days and not more than ten days prior to the date of the meeting, stating the purpose of the meeting and no other Club business shall be transacted there at. A quorum for such a meeting shall be a majority of the Board. Special Board meetings may be declared closed to tbe general membership.
Section 5. Voting
Each member (excluding Junior Members) in good standing whose dues are paid for the current year shall be entitled to one vote at any meeting of the Club at which he/she is present. Write-in voting or voting by proxy will not be permitted at any Clnb meeting or election.
Each member (excluding Junior Members) whose dues are paid for the current year shall be entitled to one vote at any meeting of the Club at which he/she is present. Voting by email may be conducted for any meeting or election. Communication of the motion r election being voted upon must be provided to the membership by email, seven days prior to the meeting. All email votes must come from the email address provided on the member application and may contain votes for the number of people identified as members on the application. Email votes must be submitted to the Secretary twenty four (24) hours prior to the meeting.
Voting by proxy will not be permitted at any Club meeting or election.
DIRECTORS AND OFFICERS
Section 1. Board of Directors
General management of the Club's affairs shall be entrusted to the Board of Directors comprised of President, Vice President, Secretary, Treasurer, the immediate past President and two Board Members At Large, all to be members in good standing and all of whom shall be elected for one (I) year terms as provided in Article V.
They shall serve until their successors are elected. Any officer or board member who is absent from four consecutive board meetings may be replace in accordance with Article lV, Section 3, Vacancies.
Section 2. Officers
The Club's offioers, as specified in Section I above, shall serve in their respective capacities at both general and board meetings.
A. The President shall preside at all meetings of the Club and Board, and shall have duties and powers normally associated with the office of President, in addition to those particularly specified in the bylaws and is an ex-officio member of all committees save the Nominating Committee.
B. The Vice President shall have the duties and exercise tbe powers oftbe President in case of the President's absence or incapacitation.
C. Duties of Secretary
The secretarial duties will be to record the minutes of all meetings of the Club and Board, all votes conducted by mail or email, and all matters of which a record shall be ordered by the Club. He/she shall ensure that current records are available at each Board and General Meeting, shall notify members of the meetings, and keep a roll of the members of the Club with their contact information, and shall have it to the membership by February J 5"' of eacb year. He/she will conduct the Club's correspondence and perform such other duties as prescribed in this Constitution and By-Laws or assigned by the President or Board of Directors.
D. Duties of Treasurer
The Treasurer sball collect and receive all monies due or belonging to the Club. HefHe sball deposit the same in a FDIC insured bank or credit union account designated by the Board in the name of the Club. Club funds shall never be co-mingled with any person 's business or personal funds. All funds shall be deposited within seven (7) business days of receipt. He/she shall disburse funds as required to conduct the normal business of the Club upon receipt of a legitimate bill. Disbursements over $250 shall require a second signature, that of a Board Member.
The Treasurer's books shall, at all times, be open to inspection by the Board. He/she shall report to the Board at every meeting the condition of the Club' s finances and every item of receipt or payment not before reported. At or before the first meeting of each year he/she shall render an account of all monies received and expended during the previous fiscal year.
The Internal Revenue Service requires all SOIc3 organizations submit required filings by May 15'h
Failure to comply may result in the loss of the 50 Ic3 status. The Treasurer shall prepare and submit, prior to delinquency, all tax reports.
The Treasurer will submit all filings required by the State of Washington.
E. The offices of Secretary and Treasurer may be combined and held by one person upon recommendation by the Board of Directors and a majority vote of the general membership. To maintain the Board compliment of fi ve, it shall be comprised of three offices, the immediate past President and one additional member, in good standing, to serve as Director.
Section 3. Vacancies
Any vacancies occurring on the Board or among the officers during the year shall be filled for tbe unexpired term of office by a majority vote of all tbe members of the Board at its first regular meeting following the creation of such vacancy or at a special meeting called for that purpose; except that a vacancy in the office of the President shall be filled automatically by the Vice President. The resulting vacancy in the office of Vice President may be filled by the Board.
THE CLUB YEAR, ANNUAL MEETING AND ELECTIONS
Section 1. Club Year
The Club's fiscal year shall begin the first day of January and end the 31 st day of December. The Club's official year shall parallel the fiscal year.
Section 2. Annual Meeting
The annual meeting shall be held during the 4th quarter of the year at which officers and directors for the ensuing year shall be elected by ballot from among those nominated in accordance with Section 4 of this article. They shall take office at the beginning of the fiscal year.
Section 3. Elections
The nominated candidate receiving the greatest number of votes for each office shall be declared elected.
Section 4. Nominations
No person may be a candidate for a Club election who has not been nominated. Prior to October I of the calendar year, the Board shall appoint a Nominating Committee consisting of three members and one alternate, not more than one of whom may be a member of the Board. The Secretary shall immediately notify the committee persons and alternate of their selection. The Board shall name a chairman for the committee and it shall be his/her duty to call a committee meeting which may be conducted by telephone, fax or email.
A. The Committee shall nominate one candidate for each office and one candidate for each Board position as set forth in Article TV, Section 2E. Upon consent from each person nominated, the chairman will notify the Board of Directors a minimum of 5 days prior to the October meeting.
B. Additional nominations may be made at the October meeting by any member in attendance. ]f the proposed candidate is not in attendance at this meeting, the proposer shall present to the Secretary a written statement from the proposed candidate signifying his/her willingness to be a candidate. No persons may be a candidate for more than one position.
Section I. Committees
Each year the Board may appoint such committees as required to advance the work of the Club in such matters as historical research and education, community and school liaison, property maintenance and restoration, appropriations and charitable events, ways and means, publicity and such other endeavors necessary to achieve the Club's goals. Such committees shall always be subject to the final authority of the Board. Special committees may also be appointed by the Board to facilitate particular projects.
Section 2. Committee Termination
Any committee appointment may be terminated by the majority vote of the full membership of the Board upon written notice to the appointee and the Board may appoint successors to those persons who services have been terminated.
Section 3. Auditing Committee
Prior to March 15 of each year, the President shall appoint an Auditing Committee consisting of three members who shall examine the records of Treasurer for the prior fiscal year, reporting its findings, in writing, to the President and Board no later than April 15.
Section 1. Board Hearing
The Board shall have complete authority to decide whether legal counsel may attend the hearing, but both complainant and defendant, if such be the case, will be treated uniformly in that regard.
Any fees charged for legal counsel will be borne by the person(s) hiring such counsel regardless of the outcome of the proceedings. Should the charges or concerns be sustained, after hearing all the evidence and/or testimony by complainant and/or defendant, the Board deems that expulsion is appropriated to protect the assets and/or membership of the Club, it will so recommend to the membership.
Immediately after the Board has reach a decision, its filings shall be put in written form and filed with the Secretary who shall notify the party or parties, if such be the case, of the Boards, decision.
Section 2. Expulsion
Expulsion ofa member from the Club may be accomplished only at a meeting of the Club following a Board hearing and upon the Board's recommendation as provided herein. Such proceedings may occur at a regular or special meeting of the Club.
The defendant shall have the privilege of appearing in his/her own behalf, through no evidence shall be taken at this meeting. The President shall read the charges, and the Board's findings and recommendations and shall invite the defendant, if present, to speak in his/her own behalf if he/she wishes. The members present at the meeting shall then vote by secret ballot on the proposed expulsion. A two thirds (2/3) vote of those present and voting at the meeting shall be necessary for expulsion.
Section 1. Amendment Proposals
Amendments must always be in compliance with Federal and/or State requirements to maintain and ensure tax exempt status.
Amendments to the Constitution and By-Laws may be proposed by the Board of Directors or by written petition addressed to the Secretary signed by 40% of the membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted to the members with recommendations of the Board by the Secretary for a vote within three months of the date when the petition was received by the Secretary.
Section 2. Voting an Amendment Proposal
The Constitution and By-Laws may be amended by a two-thirds (2/3) vote of the members present and voting at any regular or special meeting called for that purposed; provided the proposed amendments have been included in the notice of the meeting and mailed or emailed to each member at least two (2) weeks prior to the date of the meeting.
ORDER OF BUSINESS
Section 1. Club Meetings
At meetings of the Club, the order of business, so far as the character and nature of the meeting may permit, shall be as follows:
Minutes of last meeting
Reports of I) President, 2) Secretary, 3) Treasurer, 4) Committees
Ratification of Board actions, Article ill, section 3
Election of Officers and Board Members
Election of Members
Section 2. Board Meetings
At meetings of the Board, the order of business, unless otherwise directed by the majority votes of those present, shall be as follows:
By:Minutes of the last meeting
Reports of the ) Secretary, 2) Treasurer and 3) Committees