SERTOMA,
INC.
BYLAWS
(approved March, 2008)
ARTICLE
I - NAME
The name of the organization shall be Sertoma, Inc.
(Sertoma) and is the legal successor of Sertoma
International and the Sertoma Foundation.
ARTICLE
II - STATE OF INCORPORATION
Sertoma shall be incorporated in the State of Missouri.
ARTICLE
III - PURPOSE
A. Sertoma is organized exclusively
for charitable, religious, educational or scientific
purposes, including, for such purposes, the making
of distributions to organizations that qualify as
exempt organizations under section 501(c)(3) of
the Internal Revenue Code, or corresponding section
of any future federal tax code.
B. No part of the net earnings
of the organization shall inure to the benefit of,
or be distributable to its members, trustees, officers
or other private persons, except that the organization
shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments
and distributions in furtherance of the purposes
set forth in the purpose clause hereof. No substantial
part of the activities of the organization shall
be the carrying on of propaganda, or otherwise attempting
to influence legislation, and the organization shall
not participate in, or intervene in (including the
publishing or distribution of statements) any political
campaign on behalf of any candidate for public office.
Notwithstanding any other provision of this document,
the organization shall not carry on any other activities
not permitted to be carried on (a) by an organization
exempt from federal income tax under section 501(c)(3)
of the Internal Revenue Code, or corresponding section
of any future federal tax code, or (b) by an organization,
contributions to which are deductible under section
170(c)(2) of the Internal Revenue Code, or corresponding
section of any future tax code.
C. Upon the dissolution of the
organization, 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.
Any such assets not disposed of shall be disposed
of pursuant to the laws of the State of Missouri
for such charitable purposes as they were organized
and operated.
ARTICLE
IV - POWERS
Sertoma shall have the power to:
A. Manage, administer and regulate the
affairs, property and funds of Sertoma.
B. Establish, administer, regulate and
manage divisions, through which members are supported
for achieving the purposes of Sertoma.
C. Charter, grant and regulate
Sertoma membership for achieving the purpose of
Sertoma and as established in the Policy Statements:
-
Establish
the standards for chartering Sertoma Clubs and
regulations for maintaining a club’s continued
existence within Sertoma.
-
Establish the qualifications for becoming and
remaining an individual member.
-
Establish all other membership classifications
and the regulations of each classification.
ARTICLE
V - MEMBERSHIP
A.
Individual Members
a.
Member: Individuals may become and remain members
of Sertoma upon payment of annual dues as shall
be determined by a vote of the members as defined
in these Bylaws.
b. Life Member: Individuals
may become and remain Life Members of Sertoma
upon meeting the requirements and paying the
required Life Member fee as established by the
Board of Directors.
i.
Life Members of Sertoma International shall
retain all their privileges and rights in Sertoma.
c.
Good Standing: To be in good standing individual
members must be current on all financial obligations
to Sertoma and their Sertoma Club, and the requirements
of membership.
a.
Sertoma shall not discriminate against any person
because of race, color, religion, gender, national
origin, political affiliation, sexual orientation,
or disability.
b. Members shall agree to abide
by the Policy and Procedure Statements of Sertoma
as established by the Board of Directors.
c. All individual members must
also be members of a Sertoma Club in good standing.
a.
All individual members who are a member of a Sertoma
Club in good standing have the privilege of the
floor at the Annual Meeting or Conventions and,
as defined in the Policy Statements, may present
resolutions through approved procedures.
b. All individual members as
defined in this Article, who are a member of a
Sertoma Club in good standing shall be entitled
to vote as prescribed in the Policy Statements.
c. There shall be no vote by
proxy nor cumulative voting.
B.
Club Members
a.
Community organizations of individual Sertoma
members may become and remain club members of
Sertoma upon payment of annual dues and fees as
determined by a vote of the members.
b. Good Standing: To be in good
standing club members must be current on all financial
obligations to Sertoma and the requirements of
membership.
a.
Each Sertoma Club must be established and or recognized
by Sertoma and hold a current Charter and adhere
to all requirements therein.
a.
Each Sertoma Club in good standing shall be entitled
to one authorized club representative at the Annual
Meeting or a special Convention as prescribed
in the Policy Statements.
b. Each authorized representative
present at any session of the convention shall
be entitled to vote on any questions submitted
at such session. There shall be no vote by proxy
nor cumulative voting.
c. The authorized representative
of a Sertoma Club in good standing shall have
the privilege of the floor at the Annual Meeting
or Conventions and as defined in the Policy Statements
may present resolutions through approved procedures.
C.
Nonvoting Members:
1.
The Board shall have the authority to establish
and manage classifications of nonvoting members.
ARTICLE
VI - DUES AND FEES
A. Membership Dues:
1.
Each individual and club member shall pay annual
dues to Sertoma in an amount recommended by the
Sertoma Board of Directors and approved by two
thirds (2/3) vote of the voting membership as
defined in the Policy Statements.
a.
Current dues for individual as of July 1, 2008
are $60 per year, and for clubs as of July 1,
2008 are $175 per year. As adopted March 14, 2008.
2.
All other membership classifications designated
in these Bylaws shall pay the dues or fees specified
in the Policy Statements.
3. Dues shall be paid at the
time and in the manner prescribed in the Policy
Statements.
4. Individual and club members
situated in countries other than the United States
of America, will pay dues in U.S. dollars based
on current exchange rates at time of billing,
unless otherwise authorized by the Board of Directors.
1.
The Board of Directors of Sertoma shall set such
other fees as may be necessary to serve the best
interests of individual and club members, to include
the purchase of liability insurance and other such
necessary administrative items or services.
2. Individual and club members
will pay fees for appropriate and approved services
provided through divisions or other assigned and/or
elected national volunteers as defined in the Policy
Statements.
ARTICLE
VII - GOVERNANCE
A. Board of Directors
1.
Power and Authority:
2. The Board shall
a.
have full authority to interpret the Bylaws,
and such interpretation shall be final and binding.
However, it is the unqualified right of members
at any subsequent Annual Meeting to overrule
by resolution any construction or interpretation
of the Bylaws by the Board of Directors.
b. The Board of Directors shall
be the policy-making body of Sertoma. The Board
shall have full authority to establish, construe
and interpret the Policy and Procedure Statements
of Sertoma, and such interpretations shall be
final and binding providing the Policy and Procedure
Statements and the interpretations thereof do
not conflict with any provision of these Bylaws.
This authority is subject to an action of the
members as follows:
i.
An action of the Board may be rescinded by resolution
passed by no less than two-thirds (2/3) of the
members and authorized club representatives
present and voting at the Annual Meeting of
Sertoma, provided, that the resolution does
not conflict with these Bylaws.
ii. All other resolutions shall
be deemed to be advisory in nature to the Board
of Directors.
c.
Excluding the Executive Director, no
Board members shall receive compensation for their
service.
a.
The Board of Directors shall consist of the President,
the President-Elect, two (2) Vice Presidents,
the Treasurer, the Secretary and ten (10) Directors.
b. An Executive Director, if
hired by the Board of Directors, shall serve in
a non-voting capacity as the Secretary on the
Board of Directors.
c. Board members must be members
in good standing of a Sertoma Club in good standing.
B.
Officers and Directors
1.
Duties and Responsibilities: The duties, powers
and responsibilities of the Officers, Directors
and Executive Director shall be as prescribed
in the Policy Statements.
2.
Election: The Officers and Directors will be elected
or appointed in the manner prescribed in the Policy
Statements.
3.
Officers:
a.
The elected officers of Sertoma shall be a President,
President-Elect and two (2) Vice Presidents. The
term of each elected officer is one year.
b. The appointed officers of Sertoma shall be
the Treasurer and Secretary. The term for appointed
officers shall be defined in the Policy Statements.
a.
Ten Directors shall be elected from the divisions
and at-large as defined in the Policy Statements.
b. The term for each Director is three (3) years,
with a rotation of terms each fiscal year as
defined in the Policy Statements.
C. Executive Committee
1.
The members of the Executive Committee shall be
the elected and appointed officers of the organization.
D.
Annual Meeting and Conventions
1.
Annual Meetings: There shall be an Annual Meeting
of Sertoma which shall be held at a place and
at such time as may be determined by the Board
of Directors. The place and date of said Annual
Meeting shall be determined and publicly announced
no less than six (6) months prior thereto.
2. Conventions: Conventions at
such places and times to be designated may be
called by a majority vote of the Board of Directors
as the need requires as defined in the Policy
Statements.
ARTICLE
VIII - POLICY AND PROCEDURE STATEMENTS
Policy and Procedure Statements not inconsistent with
these Bylaws embodying additional provisions for the
governing of Sertoma shall be adopted, and may be
amended from time to time by a majority vote of the
Board of Directors.
ARTICLE
IX - SLOGAN
The official slogan of Sertoma shall be “Service
To Mankind.”
ARTICLE
X - MOTTO
The official motto of Sertoma shall be “Make
Life Worthwhile.”
ARTICLE
XI - PARLIAMENTARY AUTHORITY
“Robert’s Rules of Order” (revised
and/or the latest edition) shall be the parliamentary
authority for all matters or procedures not specifically
covered by the Bylaws, Policy Statements and Procedure
Statements of Sertoma.
ARTICLE
XII - AMENDMENTS
These Bylaws may be amended by a two thirds vote of
the members present and voting at the Annual Meeting
of Sertoma. The amendment shall become effective the
first day of the following fiscal year as determined
by the Bylaws.
All proposed amendments shall be filed with the Executive
Director of Sertoma not later than the first day of
February prior to the date of the Annual Meeting.
Such proposed amendments can only be submitted to
the authorized representatives by the Board of Directors
or an authorized Resolutions Committee as defined
in the Policy Statements and consistent with Robert’s
Rules of Order.
Governing
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