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TALL CLUB OF ORANGE COUNTY
Bylaws
Revision date: June 4, 2006
MEMBERS - All members shall pay dues upon acceptance to membership and renewable annually thereafter. The amount of the dues shall be decided by the Board and presented to the Club for a Club vote. The Club shall have the final decision on dues and fees.
MEMBERS ON LEAVE OF ABSENCE - A member in good standing may obtain a leave of absence by notifying the Board in writing. Dues shall be $2.50 per every six-month period of part thereof. To return to active membership, the member must notify the Membership Vice President and the Board of their intention to return to active membership.
LIFE AND HONORARY MEMBERS - Life and honorary members shall be exempt from all dues or fees unless otherwise voted by the general membership.
Each candidate for membership shall meet the following requirements, in addition to those specified in the Constitution:
A prospect must attend at least one social activity to be considered for membership.
A prospect should submit the official application, along with applicable fees, to a club officer, or a member of the membership committee, prior to the end of his/her third month as a prospect.
If, at the end of the prospect period, a prospect does not wish to make application to join the Club, the status of “prospect” will expire along with the associated benefits. This person will not be eligible to regain prospect status for a twelve (12) month period.
A person seeking dual membership in TCOC (continuing membership in another TCI club) or transferring membership to TCOC (relinquishing membership in another TCI club) must meet the same requirements as a prospective member.
A person wishing to transfer from another TCI affiliated club must have proof of membership in good standing, unless known by the current board.
A transferee in good standing with her/his former Tall Club does not have to pay an initiation fee but shall pay pro-rated dues through the balance of the year.
The Membership Vice President must submit a prospective member for candidacy at the next regular business meeting after the prospect has submitted is/her completed application and application fees. The Membership Vice President must certify that the prospect has met all requirements as outlined in these Bylaws and the Constitution.
Acceptance shall be by vote of the members attending the regular business meeting. Vote shall be held by show of hands. A total of five dissenting votes will prevent the acceptance of the candidate as a member.
A candidate for membership may not be present during the voting or if her/his presence shall inhibit the free discussion of their application to membership.
Business meeting shall be held monthly.
Business meetings shall be attended by regular members, lifetime members and prospective members.
Persons other than regular or prospective members may attend only by invitation from an officer of the Club.
All elected officers are to be present at each regular business meeting. A maximum of two absences are allowed each term for each officer. An officer exceeding the maximum shall be subject to impeachment. Proceedings for impeachment are outlined in Article III, Section 4, of these Bylaws.
As specified in Article VI of the Constitution, the Board of Directors shall be composed of all six (6) elected officers, together with the immediate past President, and four (4) lay members elected to the Board of Directors.
This Board shall meet monthly.
Members may attend the Board Meetings, but may have no voice unless recognized by the Chair.
Special meetings of the Board may be called by the President, or upon written request by three (3) members of the Board. These meetings must then be called by the President or the Vice President.
All minutes, decisions, etc., made by the Board must be approved by the general Club membership, by voice vote, during the next monthly business meeting, or meeting specially called for that purpose, immediately following the Board meeting.
If approved, the decision(s) will stand. Should the general membership of the Club fail to approve a Board decision, that decision shall be null and void.
The above shall be followed at all times unless delaying implementation of such a decision shall adversely affect the interests of the Club as a whole.
In the event a non-approved decision cannot be adequately reversed, the membership may, but need not, pursue impeachment proceedings against the Board, as out-lined in these Bylaws, Article III, Section IV.
All Board members vote on decisions of the Board shall be recorded and available to all Club members upon request.
All Executive officers shall be elected from the general membership.
The full term of office shall be twelve months.
1. If a vacancy occurs in an executive office, the replacement shall be appointed by the President, subject to Board approval.
2. If a vacancy occurs in the office of the President, the Executive Vice President shall fill the vacancy until the end of the term.
Two Lay members of the Board shall be elected from the general membership.
The full term of office shall be twelve months.
1. If a vacancy occurs among the lay members of the Board, the vacancy shall be filled by a special election held during the next Club business meeting.
A Lay member of the Board shall be a Club member in good standing for at least three months.
EXECUTIVE OFFICERS - No executive officer, with the exception of Treasurer, shall be eligible to serve for more than two consecutive terms in the same office.
LAY MEMBERS - No lay member of the Board shall be eligible to serve more than two consecutive terms.
The Board shall have the power to impeach (discharge) any officer or lay member of the Board for non-fulfillment of her/his duties as outlined in Section V of these Bylaws.
1. A vote to impeach must be approved by a two-thirds majority of the Board.
The membership shall have the power to discharge any officer or lay member of the Board from office at special meeting called for this purpose.
1. To call a special meeting to impeach, a member must have a petition listing grievances signed by at least 10 members.
2. Notice of the meeting must be published in the Club newsletter one month in advance of the meeting. Club rules pertaining to Quorum must be met for the proceedings to be valid.
3. A vote to impeach must be approved by two-thirds of the members present.
The President shall:
1. Have been a regular member of the Club for at least one year.
2. Shall have served in at least one other executive office or as a lay member of the board for the full term of that position.
3. Be the first Executive Officer of the Club.
4. Be the Chairperson of the Board.
5. Be responsible for the functions of the Club.
6. Assure that the Board and each executive officer fulfills individual duties as outlined in the Constitution and Bylaws.
The Executive Vice President shall:
1. Have been a regular members of the Club for at least one year.
2. Preside in the absence of the President.
3. Assume the office of the President in the event of a vacancy, until the next regular election.
4. It shall be the responsibility of the Executive Vice President to provide each member with a copy of the Constitution and Bylaws and any amendments thereto, upon request.
5. Preside as chairman of the Membership Committee.
a. The Executive Vice President shall be responsible to see that all prospective members meet the requirements as stated in the Constitution and Bylaws and shall actively pursue prospective members.
b. The Membership Committee shall consist, whenever possible consist of two lay members of the club in addition to the Executive Vice President. The Executive Vice President shall choose these members.
c. The Executive Vice President shall oversee the maintenance of a club database of all members and prospects, insuring it is updated as necessary.
The Treasurer shall:
1. Have been a regular member of the Club for at least one year.
2. Receive and disburse, as authorized by the Club or Board, all Club funds.
3. Deposit the Club funds in bank accounts approved by the Board.
4. Keep an accurate record of all Club funds.
5. Make a financial report at each business meeting, and also whenever requested by the President or the Board.
6. Notify members when dues are due.
7. In coordination with the Membership Committee, notify members when they are two months delinquent in their dues and their membership is in jeopardy.
The Secretary shall:
1. Have been a regular club member for at least three months.
2. Record minutes of the Club business and Board meetings and transmit typed copy to the President and to the Editor for publication in the Club newsletter.
3. At each business meeting, approve the minutes of the previous business meeting and revise if necessary.
4. Conduct and maintain a file of all pertinent club correspondence.
5. Notify the Board and Membership of all pertinent correspondence.
The President shall appoint all committee-chairs, council representatives and other positions as necessary for the good governance of the Club.
Election of Officer and Lay members of the Board shall be at the June Business meeting of each year.
Officers and lay members of the Board shall be installed within one month after the election.
1. The newly elected Officers and lay members of the Board shall accept their new offices and immediately assume the duties of that office.
2. The first meeting of the Board following the installation of officers will be attended by both the incoming and outgoing members.
After having been appointed by the President, the Nominating Committee shall:
1. Select one or more qualified candidates for each office.
2. Select two or more qualified candidates for Lay members of the Board.
3. See that each candidate they select is willing to serve in the office for which nominated.
4. Mail their list of candidates to the general membership during the month of May.
5. Nominating Committee Chairperson shall conduct the election at the June business meeting.
At the election meeting, nominations may be made from the floor immediately prior to the election for the given office.
Nominations shall not be closed until the membership has had adequate time for nominations.
The President or Executive Vice President shall rule on the eligibility of nominees to accept office.
To be nominated, a person must be present and accept nomination or accept nomination by telephone call without delaying the meeting.
Each nominee shall be allowed the floor for two minutes after nominations are closed, prior to the start of voting.
Elections shall be held by secret ballot.
Elections shall be held by simple plurality of the votes cast.
1. In the event of a tie, a runoff election will be held immediately.
Elections shall immediately follow the close of all nominations.
No member nominated shall count the votes.
The Nominating Committee shall only pass ballots to qualified voters and shall determine the number of votes cast does not exceed the number of voters present.
Only regular Club members in good standing and Life members are qualified to vote.
The Club shall, on the majority vote of the membership present at any business meeting, expel a member who becomes three months or more delinquent in the payment of dues.
Upon complaint of conduct on the part of any member, when such conduct is likely to reflect unfavorably on the Club, or for any other just cause that damages the Club, such member may be expelled by the procedure outlined below.
The procedure for the expulsion for improper conduct or other just cause is as outlined below. Any other procedure shall be considered invalid.
1. A written and signed complaint shall be given to the Board.
2. A special Board meeting shall be held to consider the complaint.
3. The member complained of shall be notified by Registered Mail at least one week prior to the special Board meeting.
4. The member complained of shall have the right to appear and be heard on his/her behalf at the meeting.
5. The complaint and any Board action are secret and not to be included in Club records until a two-thirds vote of the Board is taken approving the complaint, at which time it will be read at the next business meeting.
6. Before the complaint may be sent to the membership, it must be passed by a two-thirds vote of the Board, at which time the Board may ask the member to resign.
7. If the member complained of has not tendered his/her resignation by the next business meeting, the written complaint shall be read to the membership by the Sergeant-at-Arms or by some other regular member as directed by the Chair.
8. The complaining member shall be present at the Business meeting.
9. The member complained of shall have a right to be hard in her/his own behalf.
10. Presentation of evidence, argument and debate shall be limited to one hour. The Chair shall see that both sides are afforded an equal opportunity to be heard.
11. A two-thirds majority vote by ballot of the membership present shall be required to expel any member.
12. If any member complained of does not appear at the special Board meeting to plead his/her case, he/she will be notified by registered mail, with return receipt requested, that her/she will be heard before the membership at the next regular meeting. Such notification shall be received by the member against whom the complaint was registered not less than one week prior to the meeting at which the case will be heard. Failure to said member to answer or appear after he/she has been notified may be considered by the Board as a desire not to be present and proceedings may continue as if said member were present.
To resign, a member must notify an officer of the Club. To resign in good standing, the member’s dues must be paid to date. If dues are paid in advance, the Treasurer will refund those dues to the end of the month in which the resignation took place.
A person expelled for non-payment of dues shall pay all dues delinquent at the time of expulsion and shall then be eligible for Club membership.
Any person expelled for improper or immoral conduct shall be denied membership forever and shall not be admitted to any Club functions, including open functions.
Any member who resigned in good standing may rejoin the Club upon payment of current dues.
The proposed amendment to the Bylaws must be submitted in writing as a motion and read to the club at a regular business meeting. The motion must pass.
The proposed amendment to the Bylaws shall be mailed to all regular Club members not less than one month prior to the next regular business meeting.
At the next regular business meeting, the Bylaws may be amended subject to the following:
1. 15% of the membership including at least four officers shall constitute the necessary quorum for any By-Law change.
2. A signed original proxy from a Club member, submitted to a designated Club member before the regular business meeting shall be counted as part of the quorum.
3. A two-thirds majority approval of the membership present or represented by proxy, as set out above, is required to effect amendment.
(Revision date: June 4, 2006)