Bylaws

SHEPHERDSTOWN MEN’S CLUB AND FOUNDATION
WAR MEMORIAL BUILDING,
SHEPHERDSTOWN, WEST VIRGINIA

BY- LAWS

ARTICLE ONE – ORGANIZATION

A. Description. The Shepherdstown Men’s Club is a non-stock, not-for-profit corporation established pursuant to the laws of the State of West Virginia. It is recognized by the Internal Revenue Service as a 501(c)3 organization. The Shepherdstown Men’s Club foundation is the financial arm of the Club. References herein to the “Club” apply equally to the “Foundation”.

B. Membership; Membership Dues. Any person eighteen years of age or older shall be eligible for consideration as a member of the Club. Nominations for membership shall be reviewed by the Board of Directors and referred to the general membership at the next announced meeting, which shall accept or reject the nomination by majority vote of the members present.

Annual membership dues shall be set by the Board of Directors subject to approval by a majority of members present at a regular meeting for which advance notice of any proposed change has been given. Requests for payment of dues shall be mailed to each member at least 30 days prior to the due date of January 1. Members delinquent for more than 30 days in the payment of dues may be notified that their membership has been cancelled, which may be reinstated upon payment of the unpaid amount. In its discretion, payment of dues may be waived by the Board of Directors.

C. Annual Meeting. The annual meeting of the members of the Club shall be held at the principal office of the Club, the War Memorial Building, Shepherdstown, West Virginia, on the second Wednesday in November of each year. The purpose of the meeting shall be to elect a board of directors; to hear reports of officers and committees; to hear and vote on any measure or question proposed; and to consider such other business as may appropriately come before it. Notice of the annual meeting of members shall be in writing, mailed to the last known address of each member at least seven (7) days prior to such meeting.

D. Special Meetings. A special meeting of members may be held at any time at the principal office of the Club upon call of the Board of Directors or by one third of the members in good standing. Notice of the meeting shall be given to each member in the manner prescribed in Paragraph C of this article, and shall state the time, place and specific purpose for such meeting. No other business shall be considered at any special meeting.

E. Quorum; Voting. A quorum at any meeting shall consist of not less than twenty percent (20%) of all members in good standing. Each member in good standing and present at any meeting of members shall be entitled to one vote. Proxy voting shall not be permitted.

F. Order of Business. The order of business at all meetings, except special meetings, shall be as follows:

a. Reading of the minutes of the previous meeting
b. Reports of officers and committees (at annual meetings only)
c. Election of Directors (at annual meetings only)
d. Unfinished business
e. New Business
f. Adjourn

ARTICLE TWO – BOARD OF DIRECTORS

A. General. The Club shall be governed by a Board of Directors consisting of not more than fifteen (15) members. The Board of Directors shall have responsibility for the operation of the Club and for administering the Foundation as authorized by the Charter and these by-laws. Provided, however, the Board may take no action to dispose of, encumber, or materially alter the real property assets of the Club or Foundation without approval of a two-thirds majority of the membership at a special meeting duly called to vote on such action.

B. Membership. Any person who has been a member in good standing of the club for at least one (1) year shall be eligible to serve as a member of the board. Membership on the board shall be for a period of three (3) years and the terms shall be staggered so that not more than one-third of the positions become vacant at any one time. Provided, however, in the event of a vacancy, the board may fill the remainder of the unexpired term until the next election of board members. Provided also, that the President may appoint a non-member as a temporary, non-voting associate member to serve as chairperson of an ad hoc committee for a term not to exceed one year to fulfill a special need of the Club.

C. How Elected. The club president, not later than thirty (30) days prior to the annual meeting of the Club, shall appoint a Nominating Committee of not less than three (3) members of the Club, which shall suggest the names of Club members to fill existing and expected vacancies on the board and present those names for election at the annual meeting of members of the Club. Nominations may also be made from the floor. In the event there are more candidates than vacancies to be filled, members shall vote for candidates individually, and the candidates receiving the most votes shall be elected. Board members shall assume office at the regular board meeting held in December.

D. Removal. A board member may be removed without cause for unexplained absence from three (3) consecutive regularly scheduled board meetings, or for cause, upon the affirmative vote of two-thirds (2/3) of all members of the board.

E. Meetings. The Board of Directors shall meet monthly at the principal office of the Club at a date and time chosen by the Board. Notice shall not be required for regular meetings of the Board.

F. Special Meetings. A special meeting of the Board of Directors may be called by the President or by a majority of the members of the board acting on behalf of the whole Board. Such meeting shall be held at the principal office of the Club or at any place within Jefferson County, West Virginia designated by the person or persons calling the meeting. Notice of the date, time, and purpose of the meeting, which may be electronic or oral, shall be given to each director not less than twenty-four (24) hours prior to such meeting.

F. Procedure. A quorum at any meeting of the Board shall consist of seven (7) members. Any issue that may come before the Board, except removal of a member or officer, shall be decided by majority vote of members present and voting. The Board shall determine the order of business to be followed by the Board at its meetings. In all other respects, Roberts Rules of Order will govern.

G. Electronic Voting. Voting by electronic means shall be permitted in any instance where the issue is time sensitive and the calling of a special meeting of the Board of Directors is impractical. Any call for electronic voting shall state clearly the motion and the date and time by which a vote must be cast. The Secretary shall: make a record of the motion and the yea and nay votes of board members responding; announce the result of the vote at the next regular meeting of the Board of Directors subsequent to the vote; and enter the results of the voting in the minutes for that meeting.

ARTICLE THREE – OFFICERS

A. General; term; how elected; removal. Officers of the Club shall consist of a President, Vice-president, Secretary, and Treasurer, each of whom shall be elected by the Board of Directors from its membership at the board meeting held in December. The term of office shall commence on January 1. Officers shall hold office for a period of one year or until a duly qualified successor is elected. In the event an office shall become vacant prior to the expiration of a term, the Board of Directors shall elect a successor to fill the unexpired portion of the term.
An officer may be removed from office for cause upon the affirmative vote of two-thirds of all members of the Board.

B. Duties of Officers.

1. The President shall: preside at all meetings of the Board of Directors and the membership; with the approval of the Board of Directors, appoint chairpersons and members of committees; have general supervision of club operations; upon approval of the board, cosign with the Secretary all contracts and other instruments of the Club; report at meetings to the Board of Directors and the membership; and perform such other tasks and duties which may be required for the full discharge of the office or which may, from time to time, be required by the Board of Directors.

2. The Vice President shall exercise all functions of the President in the absence of the President.

3. The Secretary shall: issue notices of meetings of the membership and of the Board of Directors, as required by these by-laws; keep and report the minutes of all meetings; keep the club seal and maintain all official records of the Club; with the President, cosign all contracts and other instruments; perform all other duties incident to the office or which, from time to time, may be required by the Board of Directors.

4. The Treasurer shall: have custody of all funds and securities of the Club and deposit same in the name of the Club in such depositories as the Board of Directors may elect; sign all checks, drafts, and orders for the payment of money and issue same as directed by the Board of Directors; maintain current books and accounts showing receipts and expenditures of the Club, and upon reasonable request of any member of the Board of Directors, deliver the books and accounts of the Club for examination; and deliver an annual financial report to the Club membership.

ARTICLE FOUR – COMMITTEES

A. General. All committees shall be appointed by the President with advice of the Board of Directors and shall be responsible to the Board; shall keep records of their deliberations and actions, which shall be available at any reasonable time for inspection by any member of the Board of Directors; and shall report their progress regularly to the Board of Directors and annually or upon request to the members. No person who is not a member of the Board of Directors shall act in the capacity of chairperson; provided however, this prohibition may be waived if the President, upon advice of the Board of Directors, shall find that the subject matter of a Committee’s responsibilities requires expert knowledge not available from the Board membership.

B. Standing Committees. The following committees shall be standing, unless otherwise agreed to by the President and Board:

1. Building, responsible for the maintenance of, and renovations to, the War Memorial Building;

2. Park, responsible for capital improvements to Morgan Grove Park and liaison with the Jefferson County Parks and Recreation Commission and for general oversight of the park;

3. Publicity, responsible for publication of a periodic newsletter and for informing the public about Club activities and events;

4. Program, responsible for arranging programs for Club social events;

5. Educational, responsible for arranging regular dinner meetings of the Club and maintaining records of receipts and expenditures with regard thereto;

6. Rental, responsible for leasing/renting/use of the War Memorial building;

7. Membership, responsible for recruitment of new members, maintaining an information base on members, and for collecting annual dues;

8. Development, responsible for fundraising activities.

C. Ad hoc Committees. Ad hoc Committees may be appointed as appropriate to fulfill a specific limited time requirement, such as a special event, project or program.

ARTICLE FIVE – SEAL

The seal of the Shepherdstown Men’s Club shall consist of two concentric circles, between which is the name of the Club and the center shall be inscribed with the words “Corporate Seal”.

ARTICLE SIX – DISSOLUTION

Upon dissolution of the Club, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c) 3 of the Internal Revenue code or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. It is the intention of the Club that such purpose shall be similar to the purpose for which this Club is established, provided the recipient of assets is exempt under section 501(c)3 at the time of dissolution.

ARTICLE SEVEN – AMENDMENTS TO BY LAWS

These by-laws may be amended, repealed, or changed in whole or in part by a majority of members in good standing by mail ballot or by a two-thirds majority of members in good standing at a regular or special meeting of members. Proposed changes must be submitted by mail to members at least thirty (30) days prior to the meeting at which a vote is to be taken.