Constitution

Boys & Girls Club of Lauderdale County

ARTICLE I -- NAME

The name of the corporation shall be THE BOYS & GIRLS CLUB OF LAUDERDALE COUNTY.

ARTICLE II -- PURPOSE

Section 1 - The purpose of the corporation shall be to provide behavior guidance and to promote the health, social, educational, vocational, and character development of youth, irrespective of race, color, creed, or national origin; to receive, invest, and disburse funds; and to hold property for the purposes of the corporation.
Section 2 - No part of the income or assets of this corporation shall inure to the benefit of any private individual or member.
Section 3 - This corporation shall have no capital stock, its object and purpose being solely of a benevolent character, and not for individual pecuniary gain or profit to its members.

ARTICLE III -- MEMBERSHIP

Section 1 - Any adult resident of Lauderdale County may become a member of the corporation.
Section 2 - In the beginning, the membership of the corporation shall consist of those persons who have associated together to form the corporation.
Section 3 - At the first meeting of the corporation and at any annual meeting thereafter, the members may elect additional members by a two-thirds vote of the members present and voting.
Section 4 - Membership shall be for an indefinite term or until a member is automatically dropped for nonattendance at meetings or removed for other cause.
Section 5 - Any member who is absent from three consecutive annual meetings of the corporation shall be dropped from membership unless reelected. At least thirty (30) days before the date of the next annual meeting, secretary shall furnish to the nominating committee the names of persons who were dropped from membership subsequent to the last annual meeting.
Section 6 - Any member may be removed from membership on recommendation of the board of directors by a two-thirds vote of the members present and voting at any special or annual meeting.

ARTICLE IV -- MEETINGS

Section 1 – The first meeting of the members of the corporation shall be held at a time and place to be fixed by those who have associated themselves together to form the corporation.
Section 2 – The annual meeting of the members of the corporation shall be held in December of each year, at a time and place to be fixed by the board of directors, for the purpose of receiving reports of officers, committees, and the executive director; to elect members of the board of directors and members of the corporation; and to act on any other matters that may properly come before the annual meeting. Notices of such meeting shall be mailed by the secretary to the members of the corporation at least thirty (30) days before the date of the meeting.
Section 3 – Special meetings of the corporation may be held at the call of the board of directors or of at least thirty (30) percent of the members of the corporation. The secretary shall mail notices of such meetings to all the members at least ten (10) days before the date of the meeting, and these notices shall contain the purposes of the meeting.
Section 4 – Fifty (50) percent of the members of the corporation present in person shall constitute a quorum at any meeting of the corporation, but, in the absence of a quorum, a majority of those present at the time and place set for a meeting may take an adjournment from time to time until a quorum shall be present.

ARTICLE V—NOMINATING COMMITTEE

Section 1 – At each annual meeting of the members of the corporation, they elect or authorize the appointment by the president of a nominating committee of at least three (3) members and not more than five (5) members, whose duty shall be to present at the next annual meeting of the members of the corporation nominations for membership in the corporation and nominations for members of the board of directors. If the appointment of a nominating committee by the president is authorized, the appointment shall be made at least ninety (90) days before the date of the next annual meeting.
Section 2 – Any member of the corporation may, at any annual meeting, nominate candidates for members of the corporation and members of the board of directors.

ARTICLE VI—BOARD OF DIRECTORS

Section 1 – The business, property, and affairs of the corporation shall be managed by a board of directors, which shall have the power to: initiate and approve plans and programs for the welfare of Boys & Girls Club members; have custody and management of the land, buildings, equipment, securities, and all other properties of the corporation; adopt the annual budget of the corporation; borrow money; raise and disburse funds; invest and reinvest funds of the corporation; sell, buy, and exchange properties and securities of the corporation; make contracts; appoint the executive director and appoint or delegate the power to appoint other employees of the corporation; fix the compensation of all employees of the corporation; perform all other duties and have such other powers as may be necessary to carry out the purpose of the corporation.
Section 2 – The number of members of the board of directors, who shall be members of the corporation, shall be fixed by the members of the corporation at their first meeting, and this number may be changed at any annual meeting, provided, however, there shall not be less than twenty-one members of the board of directors, exclusive of any officers of the corporation who may be ex-officio members of the board of directors.
Section 3 – At the first meeting of the members of the corporation, one-third of the members of the board of directors shall be elected for one year, one-third for two years, and one-third for three years, from among the members of the corporation. At each annual meeting thereafter, one-third the number of directors shall be elected for three year terms. If the number of the members of the board of directors is increased at any annual meeting, the additional members shall be elected in equal number for one, two, and three year terms, and if the number of members is reduced at any annual meeting, the terms of the remaining members shall be adjusted, as may be necessary to provide an equal number serving one, two, and three year terms.
Section 4 – All officers of the corporation shall be ex-officio members of the board of directors during their respective terms of office.
Section 5 – The board of directors shall have the power to fill vacancies in its own membership. Such new members shall hold office until the next annual meeting of the members of the corporation.
Section 6 – A majority of the members of the board of directors shall constitute a quorum at any regular or special meeting of the board of directors.
Section 7 – At least thirty (30) days before the date of an annual meeting, the secretary shall furnish the nominating committee with the names of the members of the board of directors whose terms will expire at such annual meeting.

ARTICLE VII -- OFFICERS

Section 1 – Officers will include: a president, one or more vice-presidents, a treasurer and a secretary, who shall be elected annually by the board of directors. All officers shall serve for one year or until their successors are elected.
Section 2 – The board of directors shall have the power to fill vacancies among the officers at any time and officers so elected to fill such vacancies shall serve until the next annual meeting of the board of directors or until their successors are elected.

ARTICLE VIII -- EXECUTIVE DIRECTOR

The board of directors shall appoint an executive director of the corporation, fix his/her compensation, prescribe his/her duties and the terms of his/her employment, and supervise and evaluate his/her job duties.

ARTICLE IX -- BYLAWS

The board of directors shall have the power to adopt bylaws regulating the affairs and prescribing the duties of the officers and executive director of the corporation, which bylaws shall not be inconsistent with this constitution.

ARTICLE X -- SEAL

The seal of the corporation shall be a circular impression of the words and figures: Incorporated – (_____), surrounded by the name of the Boys & Girls Club of Lauderdale County.

ARTICLE XI -- DISPOSITION OF ASSETS UPON DISSOLUTION

In the event of the dissolution of this corporation or in the event it shall cease to carry out the objectives and purposes herein set forth, all the business, property, and assets of the corporation shall be distributed to the Boys & Girls Clubs of America or to such similar nonprofit charitable corporation or corporations as may be selected by the board of directors of this corporation, so that the business properties and assets of the corporation shall in such event be used for and devoted to the purposes of promoting Boys & Girls Club organization. In no event shall any of the assets or property of the corporation or the proceeds of any such property or assets in the event of such dissolution go or be distributed to members either for the reimbursement of any sums subscribed, donated, or contributed by such members or for any other such purposes, it being the intent that in the dissolution of the corporation, or upon its ceasing to carry out the objectives and purposes herein set forth, the property and assets then owned by the corporation shall be devoted to carrying on the functions and purposes of such nonprofit Boys & Girls Clubs as the board of directors shall determine.

ARTICLE XII -- AMENDMENTS

This constitution may be amended upon a two-thirds vote of the members present and voting at any meeting of the corporation, provided that a copy of the proposed amendment shall have been mailed to each member of the corporation at least thirty (30) days before the date of the meeting at which the proposed amendment is to be acted upon.

ARTICLE XIII -- EFFECTIVE DATE

This constitution shall become effective immediately upon adoption by a two-thirds vote of the members of the corporation present and voting.

Bylaws

ARTICLE 1 -- BOARD OF DIRECTORS

Section 1 – Regular meetings of the board of directors shall be held monthly at such places and times as the board of directors shall designate.
Section 2 – Special meetings may be held at the call of the president or of one-third of the members of the board of directors providing a notice of the time and purpose of the meeting is given to each member.

ARTICLE II -- COMMITTEES

Section 1 – There shall be an executive committee, nominating committee, financial development committee, personnel committee, program committee, property management or building committee, public relations committee, legal committee, and insurance committee.
Section 2 – The executive committee shall consist of the officers of the corporation, the chairpersons of various standing committees, and other such members as may be deemed advisable. The committee meets on call between regular meetings of the board of directors and assumes such duties and powers as are delegated to it by the board of directors.
Section 3 – The nominating committee shall consist of at least four (4) members, exclusive of ex-officio members, of the corporation and board of directors. The chairperson shall be a member of the board of directors. It shall be the duty of the nominating committee to report and recommend to the board of directors a slate of candidates to fill vacancies on the board and to present a slate of officers for election. The nominating committee shall appoint a secretary from among its members who shall keep an accurate record of its meetings.
Section 4 – The financial development committee shall consist of at least four (4) members, exclusive of ex-officio members, of the corporation and board of directors and shall include the treasurer. The chairperson shall be a member of the board of directors. It shall be the duty of the financial development committee to report and make recommendations to the board of directors concerning all the financial affairs of the corporation. The financial development committee shall appoint a secretary from among its members who shall keep an accurate record of its meetings.
Section 5 – The personnel committee shall consist of at least four (4) members, exclusive of ex-officio members, of the corporation and the board of directors. The chairperson shall be a member of the board of directors. It shall be the duty of the personnel committee to report and make recommendations to the board of directors concerning all matters of personnel. The personnel committee shall appoint a secretary from among its members who shall keep an accurate record of its meetings.
Section 6 – The program committee shall consist of at least four (4) members, exclusive of ex-officio members, of the corporation and board of directors. The chairperson shall be a member of the board of directors. It shall be the duty of the program committee to report and make recommendations to the board of directors concerning the programs of the corporation, their relative healthfulness, safety and adequacy of supervision. The program committee shall appoint a secretary from among its members who shall keep an accurate record of its meetings.
Section 7 – The property management or building committee shall consist of at least four (4) members, exclusive of ex-officio members, of the corporation and board of directors. The chairperson shall be a member of the board of directors. It shall be the duty of the property management or building committee to report and make recommendations to the board of directors concerning the maintenance of the building and other properties of the corporation, including the retention of adequate limits of property and casualty insurance and the provision of safety and loss prevention programs for the guidance of the staff. The property management or building committee shall appoint a secretary from among its members who shall keep an accurate record of its meetings.
Section 8 – The public relations committee shall consist of at least four (4) members, exclusive of ex-officio members, of the corporation and board of directors. The chairperson shall be a member of the board of directors. It shall be the duty of the public relations committee to report and make recommendations to the board of directors concerning all matters of public relations. The public relations committee shall appoint a secretary from among its members who shall keep an accurate record of its meetings.
Section 9 – The legal committee should be chaired by an attorney and should handle all legal matters pertaining to the Boys & Girls Club operation, including compliance with local, state, and federal legislation and regulations. The legal committee shall appoint a secretary from among its members who shall keep an accurate record of its meetings.
Section 10 – The insurance committee, including the services of a competent insurance broker (who may not necessarily be a board member), reviews the insurance portfolio of the Boys & Girls Club annually to determine that adequate limits of coverage are kept in force. It develops and gives board leadership to a loss-prevention program to assure the safe and healthful operation of the Boys & Girls Club. The insurance committee shall appoint a secretary from among its members who shall keep an accurate record of its meetings.

ARTICLE III -- PRESIDENT

The president shall: preside at all meetings of the members of the corporation and of the board of directors; appoint the members of all committees and be an ex-officio member of all such committees; sign such papers as may be required by his/her office or as may be directed by the board of directors; make such reports and recommendations to the board of directors and to the members of the corporation at any regular or special meetings concerning the work and affairs of the corporation, as his/her judgment may be necessary for their information and guidance; request from the treasurer, secretary, and executive director such reports as in his/her judgment are necessary; and perform such other duties as may be incidental to the office.

ARTICLE IV -- VICE PRESIDENTS

The vice presidents, in the order named by the board of directors, shall perform the duties of the president in case of his/her absence, resignation or inability to act.

ARTICLE V -- SECRETARY

The secretary shall: notify individuals elected to office or to membership of the corporation or to the board of directors; keep complete records of the meetings of the members of the corporation and of the board of directors, including an accurate record of attendance of members; notify the nominating committee of persons dropped from membership in the corporation for nonattendance or other cause; furnish the nominating committee with al ist of officers and members of the board of directors whose terms shall expire at the next annual meeting; mail such other notices as may be directed by the board of directors; be custodian of all records of the corporation, except such records and papers as shall be kept by the treasurer as herein provided; sign such papers as may be required by his/her office or as directed by the board of directors; and perform such other duties as may be incidental to the office.

ARTICLE VI -- TREASURER

The treasurer shall: receive all moneys of the corporation and have custody thereof; deposit the funds of the corporation in one or more banks selected by the board of directors, to be disbursed in accordance with the directions of, and upon the signatures of, persons designated by the board of directors; keep a full account of all moneys received and paid out and make such reports thereof to the president and board of directors as they may require; receive and have custody of all deeds, securities, notes, contracts, and other financial papers of the corporation and place them for safekeeping in the safe deposit vaults of a bank designated by the board of directors and under such rules of access as such board of directors shall determine; keep full account of all deeds, securities, notes and financial papers of the corporation to be audited at least once annually by a public accountant approved by the board of directors; cause to be prepared and present at each annual meeting of the members of the corporation a comprehensive financial statement including the report of the accountant; sign such papers as may be required by his/her office or as may be directed by the board of directors; and perform such other duties as may be incidental to the office. He/she may be required by the board of directors to give such bonds as they shall determine for the faithful performance of his/her duties.

ARTICLE VII -- EXECUTIVE DIRECTOR

Section 1 – The executive director shall: manage the affairs and direct the members and employees of the corporation, subject to, and in ….. budgets of expense for the approval of the finance committee; and be authorized to incur expenses in accordance with the approved budget, or as directed by the board of directors.
Section 2 – The executive director shall attend all meetings of the board of directors unless otherwise directed by the board of directors and shall be an ex-officio member of all committees.
Section 3 – The executive director shall from time to time make reports of the work and affairs of the organization to the president, board of directors, and members of the corporation at their annual and special meetings.

ARTICLE VIII -- FISCAL YEAR

The fiscal year of the corporation shall be the calendar year.

ARTICLE IX—AMENDMENTS

These bylaws may be amended by a majority vote of the members of the entire board of directors at any regular or special meeting called for that purpose, provided notice of the proposed change is given in the notice of the meeting at least thirty days prior to the meeting.

Home