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SERTOMA,
INC.
POLICY STATEMENTS
TABLE
OF CONTENTS
(Approved March 2008)
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SERTOMA,
INC., POLICY STATEMENTS
(Approved
March 2008) |
ARTICLE
I. MEMBERSHIP
A. Code
of Conduct
It
is the intent of Sertoma that membership in Sertoma shall
satisfy the members’ desire for self-improvement while
furthering their opportunity for community service in a
framework of high ethical standards. It is the intent of
Sertoma that members shall subscribe to the Sertoma Code
of Conduct.
1.
Should any member of Sertoma or entity of Sertoma believe
that an entity or member, Officer, Director, or District
Governor has violated this provision; the Executive Director
should be notified in writing. The Executive Director will
conduct a preliminary investigation and notify the Executive
Committee to determine what action is to be taken, including
revocation of membership.
1.
General Requirements. Anyone may become a member of Sertoma
provided they meet the requirements set forth in the Sertoma
Bylaws and Policy Statements.
a.
Pay an application fee of not less than U.S. $20
2.
Life Member Requirements.
a.
Must be an individual member of a Sertoma Club (or its predecessor)
in good standing for four (4) years before making application
for Life Membership in Sertoma.
b.
Must sponsor two (2) new members into Sertoma (or its predecessor).
c.
Must be an active member in the club and serve or have served
as a club committee chair, director or officer.
d.
Must maintain membership in a Sertoma Club in good standing
to retain active Life Membership status.
e.
Application and Fee Process.
i.
Application for Life Membership is submitted to the Executive
Director to be approved by the Board of Directors of Sertoma.
ii. The Board of Directors shall have
full and sole power to revoke a Life Membership.
iii. The fee for Life Membership shall
be $1,000.
f.
The Life Member may make payment in full or elect a payment
schedule of:
i.
$200 minimum initial payment in year of application.
ii. $200 annual minimum payment during
the next four (4) years.
iii. The applicant will continue to pay
Sertoma dues until the full payment of the Life Member
fee has been satisfied.
3. Privilege of Life Membership.
a.
Every person to whom such a certificate has been issued
shall be free from obligations to pay either dues to Sertoma
or subscriptions to the Sertoman magazine, either directly
or through any Sertoma Club, and the latter shall be free
from obligations to collect and remit dues or magazine subscription
fees for such person to Sertoma, not withstanding any provisions
of the Bylaws and Policy Statements to the contrary.
b. A Life Member belonging to two or more
clubs is required to pay international dues in all clubs
subsequent to the club of record or purchase another Life
Membership for each additional club joined in order to forego
payment of international dues in the subsequent clubs.
c. Retain Active Life Membership Status.
A Life Member must be a member of a Sertoma Club in good
standing to retain Active Life Member status.
d. Revocation. The Board of Directors of
Sertoma shall have full and sole power to revoke a Life
Membership, setting forth the charges and giving the Life
Member an opportunity to appeal to the Board of Directors.
e. Nontransferable. Certificates of Life
Membership and rights and privileges appertaining are nontransferable
to any other individual.
a.
The club shall have been organized by a Sertoma Club or
by an authorized representative of Sertoma.
b. The club shall have accepted and agreed
to be bound in all things, not contrary to law, by the
Charter Agreement and Bylaws of Sertoma, and amendments
which may be made thereto, and shall have promised to
faithfully observe the provisions thereof.
c. Club officers and directors shall
have been elected and their names reported to Sertoma
Headquarters.
d. Each club shall select a name that
shall include the word “Sertoma.” Such name
shall be selected by the club and approved by the Executive
Director. Such club shall not use any other name. In the
event any club shall vote to change its name, it shall
submit such change in writing to the Executive Director
and he/she shall have the authority to grant such change
of name, which shall become effective immediately upon
his/her notification to the club concerned.
e. Amendments to the Constitution or
Bylaws of a Sertoma Club shall become effective only upon
approval by the Executive Director of Sertoma.
f. Charter Date – USA and Canada:
The charter date for a new club shall be the date of the
Charter Banquet.
g. Chartering Officer – USA and
Canada:
International Officers, Directors or District Governors
will serve as the official chartering Officer at all Charter
Banquets. Whenever the International President is not
in attendance at a Charter Banquet, a congratulatory message
will be sent to the new club in the President’s
name by the Executive Director.
h. Charter Membership – USA and
Canada:
i.
The privilege of becoming a Charter Member in a new club
will cease on the charter date.
ii. Charter Membership rosters must be
postmarked to Sertoma Headquarters not later than ten
(10) days following the official charter date of the new
club.
2.
Charter Requirements – USA and Canada (for charters
issued prior to October 1, 2007)
A charter may be issued by the Executive Director of Sertoma,
under the authority delegated by the Board of Directors,
when the prospective club shall have fully complied with
the following requirements:
a.
Pay an affiliation fee of U.S. $375 to Sertoma.
b. Have not less than twenty-five (25)
Charter Members. Charter Members who are Sertomans transferring
from another Sertoma Club shall be treated as any other
Charter Member, paying the same dues and fees. No more than
three (3) of the required initial twenty-five (25) Charter
Members may hold dual membership in a current Sertoma Club.
c. Meet on a regular basis for regular
club meetings as set by the club board of directors
d. Charge an application fee of not less
than U.S. $20.
e. Adopt the standard club Constitution
and Bylaws, as approved by the Executive Director.
f. Elect officers and directors.
g. Complete a Permanent Organization Meeting
(P.O.M.).
3.
Charter Requirements – USA and Canada (for charters
issued to clubs with build commitment date after October
1, 2007)
a.
Will have met all the standards to earn and/or hold a
charter, and have signed the Charter Agreement.
b. Pay an affiliation fee of U.S. $375
to Sertoma
c. Standards to Earn and Hold a Sertoma
Club Charter
| Standard |
To
Earn a Charter |
To
Hold a Charter |
| Financial
(Membership) |
15
non-dual members |
25
members min., or equivalent (1) |
| Mission
Activity |
Complete
at least one of the Speech and Hearing Program Activities
(2) |
Complete
at least two of the three Speech and Hearing Program
Activities, and be a (club) member of the Foundation |
| Volunteer
Development |
Club
members complete club development training (3) |
Club
sends at least one member to International Training
annually (at the International Convention) |
(1)
Equivalent is currently defined as a gift in the amount
of International membership for difference between 25
and number of actual members less than 25.
(2) Speech and Hearing Program Activities: sponsor an
Affiliate, provide an awareness program, support a scholarship.
(3) Similar to POM and Ambassador provided training–developed
and provided by Sertoma. |
4.
Clubs Not in Good Standing
a.
Any club that becomes four (4) or more quarters delinquent
in payment of obligations to Sertoma or two (2) or more
quarters delinquent in required reports to Sertoma or
the IRS shall be considered Not in Good Standing.
b. Clubs Not in Good Standing will be
considered in Breach of Charter, triggering the review
process as defined in the Policy and Procedure Statements.
c. The Director of Finance/Administration
is authorized to make all club financial adjustments up
to $100.
5.
Breach of Charter
Failure to comply with the terms of the Charter Agreement
or comply with the standard and practices of the governing
documents constitutes a breach of the membership agreement.
Should a party to the Charter Agreement believe that there
has been a breach; the following procedures shall be taken:
i.
A review of the alleged breach between the Executive
Director and/or President of Sertoma with the President
or his/her representative of the Sertoma Club. This
may be conducted by phone, conference call, mail, email
or other electronic means. The purpose of the Informal
Review shall be to arrive at a mutually agreeable resolution
of the perceived breach.
ii. If a mutually agreeable resolution
is made, it shall be memorialized in a written memorandum
of understanding signed by the parties and it shall
be considered a final resolution of the matter. If a
mutually agreeable resolution is not made, either party
may request a Formal Review.
b.
Formal Review
i.
A Formal Review is a meeting between the Executive Officers
of Sertoma or their designee(s) and the Executive Officers
of the Sertoma Club or its designee(s). The party that
has alleged a breach of charter will provide a written
statement of the nature of the breach with supporting
documentation to the other party no more than twenty
(20) days following the request for Formal Review.
ii. The party who is alleged to be
in breach of charter shall have fifteen (15) days from
the receipt of the statement of the nature of the breach
to provide a written statement of response.
iii. Either party may request a more
definite statement of the nature of the breach or response
and may request that further documents or information
be produced. A response to such request shall be provided
within ten (10) days of the request.
iv. The Formal Review shall be conducted
at a date and time mutually agreeable to the parties,
but in any event no later than forty-five (45) days
following the statement of response. The Formal Review
may be conducted at Sertoma Headquarters or at any other
mutually agreeable location, or may be conducted by
telephone, conference call, mail, email or other electronic
means.
v. The purpose of the Formal Review
shall be to arrive at a mutually agreeable resolution
of the alleged breach. If a mutually agreeable resolution
is made, it shall be memorialized in a written memorandum
of understanding signed by the parties and it shall
be considered a final resolution of the matter. If a
mutually agreeable resolution is not made, a Termination
Review shall be conducted.
c.
Termination Review
i.
A Termination Review is the final action to resolve
the alleged breach of charter or recommend the termination
of the charter agreement between the parties. The Termination
Review shall be conducted by a panel of five (5) Sertoma
members appointed by the President of Sertoma. The panel
shall have the full authority to either recommend a
resolution of the alleged breach that does not result
in termination of the charter agreement or, alternatively,
recommend the termination of the charter agreement between
the parties. The members of the panel shall not be members
of the Sertoma Board of Directors or members of any
Sertoma Club that is in the same region of the Sertoma
Club that is a party to the Termination Review.
ii. The Termination Review shall be
conducted at Sertoma Headquarters or such other location
upon which the parties may agree. The date, time and
location of the Termination Review shall be set by the
panel appointed by the President and shall be conducted
no later than thirty (30) days following the appointment
of the panel by the President. Parties shall be given
at least ten (10) days advance notice of the date and
time of the Termination Review. Parties may appear in
person or by telephone, conference call, mail, email
or other electronic means.
iii. At the conclusion of the Termination
Review, the panel shall make its formal recommendation
to the Sertoma Board of Directors, by communicating
the recommendation to the President of Sertoma.
iv. Upon the receipt of the recommendation
of the panel, the authority of the panel shall cease.
The President shall forthwith communicate the panel’s
recommendation to the Sertoma Board of Directors. Within
fifteen (15) days of the communication of the panel’s
recommendation to the Board, the President shall convene
a special meeting of the Board to act upon said recommendation.
The Board shall either adopt the recommendation of the
panel or take such other action it deems appropriate.
Such action by the Board shall be final and there shall
be no further review or appeal, nor shall either party
have the authority to file any action in any court concerning
the matter.
d.
Termination
In the event of termination of the Charter Agreement for
Breach of Charter, Sertoma shall have the immediate right
to take possession of the club’s charitable funds
and Sertoma properties. All funds shall be used in a manner
that is consistent with the wishes of the donors of said
funds and the mission of Sertoma. The former Sertoma Club
shall cease use of all Sertoma properties and shall have
no further right to the use or benefit of the Sertoma name
or insignia.
6.
Resignation of Charter.
Any Sertoma Club may resign from Sertoma provided:
a.
All indebtedness of such club to Sertoma, its approved division
of which it is a member, shall have been paid, and
b. The corporation shall have been duly
dissolved, upon resolution of resignation adopted and approved
by vote of the active membership of such club, which resolution
shall be certified by the club Secretary to Sertoma. Such
resignation shall become effective when and recorded at
Sertoma Headquarters.
c. By resignation the club surrenders all
rights to use the name, emblem and other insignia of Sertoma,
will return all such materials, and must transfer any funds
remaining in its operating and/or sponsorship account as
required by state law. Upon written application of a club,
the Board of Directors of Sertoma may reinstate the club
to membership in Sertoma under the current requirements
of club membership.
D.
Non-Voting Member Classifications
1.
Honorary Membership.
The Sertoma Board of Directors may designate any person
as an Honorary Member of Sertoma for outstanding service
or contributions rendered to Sertoma by such person. Honorary
members shall be presented with a plaque and a subscription
to the Sertoman magazine. This is not, and does not, impact
honorary membership in any club.
a.
Club Honorary Membership
A Sertoma Club in good standing may elect to Honorary Membership
anyone who the club feels is just and deserving of such
honor. An Honorary Member shall pay neither admission fee
nor annual dues to the club, and shall not be entitled to
the privileges of membership.
2.
Corporate Membership.
(hold this space for addition of a national corporate membership
if defined)
ARTICLE
III. GOVERNANCE
A.
Conflict f Interest
Sertoma
staff, elected officers, Directors, and/or appointees are
to avoid any conflict of interest or even the appearance of
such conflicts.
In order to inspire confidence and ensure the highest integrity
of Sertoma performance of fiduciary responsibility, none of
the funds of Sertoma should inure at any time to the personal
benefit of any Director, elected officer or staff of Sertoma.
In
all instances, where Sertoma business or policy decisions
could result in direct financial or material benefit to a
Board or staff member, the decision or policy in question
must be explicitly reviewed by the Board. Persons with disclosed
conflict must be absent and non-voting during these specific
business or policy decisions.
Intentional failure to disclose conflict of interest situations
may be considered by the Board as just cause for removal in
accordance with established policy.
Nothing in this statement shall be interpreted as to prohibit
Board members, elected officers and staff from giving professional
advice on business or policy decisions; nor should this prohibit
proper reimbursement for costs related to members’ participation,
such as hotel and travel expenses approved in accordance with
Sertoma Policy.
All currently seated Board Members, appointees, and/or individuals
seeking office on the Sertoma Board, are required to read
and pledge to uphold the Conflict of Interest Policy.
B. Interim
Board of Directors
1.
Defined. To accommodate the transition resulting from
the merger of Sertoma International and the Sertoma Foundation,
the following will be the approved Board structure and
process. The decision on which and when positions are
affected, will be determined by the Sertoma Board of Directors.
2. 2008-2009 Fiscal Year:
a.
The Members will vote for two (2) three-year term regionally
elected Directors.
b. The Board will appoint three (3)
at-large Directors from the Foundation Trustees, one
(1) for a one-year, one (1) for a two-year, and one
(1) for a three-year term.
c. The Foundation Board of Trustees
will be dissolved, and the new Foundation Program Committee
will be established—leadership to be determined
by the President, and approved by the Board.
d. No changes will be made to the current
officer structure.
3.
2009-2010 Fiscal Year:
a.
The Members will vote for three (3) three-year
term regionally elected Directors.
b. The Members will vote for one (1)
three-year at-large elected Director.
c. The Members will vote for a Senior
and a Junior Vice President.
d. The Board will appoint the Treasurer.
e. The Board will extend the expiring
two-year term of one (1) director for one year
f. The Chairman position will be terminated
at the end of this year.
g. At that time the transition will be
complete and the Board of Directors will be structured
and operate as defined in these Policy Statements.
1.
Responsibilities.
The Board of Directors shall define the policies and shall
have full administrative authority in all matters relating
to Sertoma and shall exercise general control and supervision
over all officers, divisions and committees of Sertoma,
except as otherwise specifically provided in the Sertoma
Bylaws. Major policy changes adopted by the Board of Directors
shall be published in the official publication promptly
following such adoption.
a.
The Board of Directors shall meet at such places and times,
not less than twice annually, as may be determined by
action of the Board or at the call of the President, or
at the written request of four (4) members of the Board.
Written notice shall be sent by the Executive Director
to each member of the Board at least twenty (20) days
prior to the time of the meeting, giving the time and
place of such meeting.
b. Meetings by Telephone.
i.
Meetings of the Board of Directors may be held by
means of telephone or similar telecommunications equipment
by means of which all Directors participating in the
meeting can hear each other.
ii. Participating in a meeting by
telephone or similar telecommunications equipment
shall constitute presence in person at the meeting,
except where a Director participates in a meeting
for the sole purpose of objecting to the transaction
of any business on the ground that the meeting is
not lawfully convened or called.
c.
Quorum.
A
majority of the total membership of the Board of Directors
shall constitute a quorum for the transaction of business,
except in cases where a larger vote is required by provisions
of these Policy Statements.
d.
Voting by E-Mail/Mail/Fax/Phone.
The
Board of Directors may, between its meetings, transact
business by correspondence by voting upon propositions
e-mailed/mailed/faxed to Board Members by the Executive
Director with the approval of the President.
3.
Officers and Directors Duties and Responsibilities.
a.
President.
The President shall preside at all meetings of the Board
and at the Annual Convention. The President shall exercise
general supervision over the work and activities of
Sertoma and shall perform such other duties as ordinarily
pertain to the office except those which may be delegated
to others by the Board of Directors.
b.
President-Elect.
The President-Elect shall exercise general supervision
over the activities of the Foundation and perform other
duties as are assigned by the President and by the Board
of Directors. The President-Elect shall preside, in
the absence of the President, at any and all meetings
where the President would normally preside. In the event
of inability of the President to perform some or all
of his/her duties, the President-Elect shall perform
such duties and have, in connection therewith, the authority
of the President. The President-Elect, upon retiring
as such at the end of a fiscal year, shall automatically
become President.
c.
Vice Presidents.
i.
The two Vice Presidents (senior and junior) shall
perform such duties as usually pertain to the office
or may be assigned by the President or the Board of
Directors. In the event of inability of the President-Elect
to perform some or all of said duties, the Board of
Directors may assign the Senior Vice President to
perform such duties and to have, in connection therewith,
the authority of the President-Elect.
ii. The Senior Vice President, upon
retiring as such at the end of a fiscal year, shall
automatically become President-Elect.
iii. The Junior Vice President, upon
retiring as such at the end of a fiscal year, shall
automatically become Senior Vice President.
d.
Treasurer.
The Treasurer shall perform such duties as ordinarily
pertain to the office or may be prescribed by the Board
of Directors, or as provided for herein, and shall give
bond, the premium to be paid by Sertoma, in such amount
and upon such conditions as from time to time may be
required by the Board of Directors.
e.
Director.
The Directors serve as the at-large representatives
of the Sertoma members in setting policy and strategic
direction for the organization and shall perform all
duties related to the policy and fiduciary responsibilities
of a not-for-profit Board and other duties as assigned
by the President and/or Executive Committee.
f.
Secretary of the Board/Executive Director.
The Board of Directors shall appoint the Executive Director.
The Board of Directors shall have the right to change
the title of Executive Director and shall have the power
to remove any of its appointees. The duties of the Executive
Director include the following, as well as those defined
in the employment contract:
i.
Shall be Secretary of the corporation, have custody
of and affix the corporate seal of the organization
when required, and shall sign all documents issued by
Sertoma.
ii. Shall be the Executive in charge
of Sertoma Headquarters and its several departments,
and be responsible for the selection and supervision
of the staff, subject to terms of the employment contract
and policies as defined by the Board of Directors.
iii. Shall give bond for the faithful
discharge of his/her duties in a sum with such sureties
as are required by the Board of Directors; the premium
for same shall be paid by Sertoma.
iv. When any member(s) of the Sertoma
Board insist on action that is in conflict with the
Sertoma Constitution, Bylaws, Policy Statements, Procedure
Statements or Sertoma Board action, the Executive Director
shall not comply and shall immediately notify the Executive
Committee.
4.
Election of Board.
i.
Junior Vice President shall be elected at the Annual
Meeting.
Term of Office.
ii.
The current President-Elect and Vice Presidents will
ascend to the next office for a one-year term. Officers
shall be installed at such time as determined by the
Board of Directors and shall assume the authority
of that office upon installation.
iii.
The Treasurer shall be appointed by the Board for a
term of two (2) years, with the ability to be reappointed
for one successive term.
i.
Regionally elected.
One Director shall be elected from each Region. Elections
shall be held at the designated Region meeting site for
each Board position, election procedures and results to
be certified by the Executive Director.
ii.
At-Large elected.
Three (3) Directors shall be elected at-large. Elections
shall be held at the Annual Meeting, with election procedures
and results to be certified by the Executive Director.
iii.
Term of Office.
-
Each
Director shall be elected for a term of three (3)
years,
-
Directors shall be installed at the Annual Meeting
but shall not assume the authority of that office
until the first day of the fiscal year for which they
are elected.
-
Each Director shall serve until a successor has been
elected or appointed and assumed authority of that
office.
-
No Director, regardless of how elected, shall have
consecutive terms in office, except that an appointive
term of no more than one year to fill a vacancy shall
not be considered in interpreting this restriction.
iv. Rotation of Directors.
5.
Removal from Office.
a.
By the Board.
i.
For good cause any Officer or Director by a two-thirds
(2/3) vote of the membership of the Board of Directors,
shall be suspended or removed, provided such Officer
or Director shall have been served personally, or by
registered mail, with notice identifying the cause for
suspension or removal.
ii. Said notice shall specify the time,
not less than fifteen (15) days after giving said notice,
and the place of hearing; and such Officer or Director,
may be represented by counsel at the hearing, and the
Board of Directors may employ counsel if it is desired.
b.
By the Members.
i.
For good cause, a member or members may present a resolution
to request a recall for any Officer or Director. Said
resolution must be adopted at a Regional Meeting before
moving to the floor of the International Annual Meeting.
ii. If said resolution is adopted by
two-thirds (2/3) of members present and voting at the
Annual Meeting, the Officer or Director is recalled,
and the office is vacant. Any vacancy created by recall
will be filled as defined in Article III, C-6 of these
Policy Statements.
6.
Vacancy in Office.
a.
President.
In the event of a vacancy in the office of President,
the President-Elect shall fill the unexpired term and
shall continue to serve as President for the term for
which elected. In the event that the office cannot be
filled by the President-Elect, the Board of Directors
shall appoint from its members a President to fill the
unexpired term.
b.
President-Elect.
In the event of a vacancy in the office of President-Elect,
the Senior Vice President shall fill the unexpired term.
c.
Vice Presidents.
i.
In the event of a vacancy in the office of the Senior
Vice President the Junior Vice President shall fill
the unexpired term.
ii. In the event of a vacancy in the
office of the Junior Vice President, the Board will
appoint a member to fill the position until the next
election, at which time the members will elect both
a Junior and Senior Vice President.
i.
In the event of a vacancy in the Office of Treasurer,
the Board of Directors shall appoint a new Treasurer
for the completion of the term.
-
In
the event of a vacancy in the office of Director,
the Governors of the region shall meet, upon call
of the President of Sertoma, within a period of
thirty (30) days and appoint a Director, such Director
to be an active member of a Sertoma Club in good
standing in the same region from which the predecessor
was elected.
-
In the event the Governors do not act as prescribed
by this Section, the Board of Directors of Sertoma
shall fill the vacancy by appointing an active member
of a Sertoma Club in good standing in the region,
who shall serve as aforesaid.
iii.
Term of Appointments
-
Such
Director shall serve for the remainder of the term
of the predecessor, except that if such vacancy
occurs within the first year of a three-year term,
the Director shall serve only until the time of
the next appropriate Annual Meeting, at which time
the members shall elect a Director to complete the
original term.
1.
Executive Committee.
The Executive Committee shall perform such duties and
shall exercise authority as delegated by the Board of
Directors. Duties and responsibilities include operational
stability, organizational coordination, Bylaws, policy,
legal issues, and supervision of the Executive Director’s
management of the organization. The committee will track
the status of and progress on planning issues, coordinate
the work and input of the other committees and Directors,
and as a group provide stewardship of all organizational
assets and relationships to provide for long-range and
strategic planning.
2.
Market Development Committee.
Chaired by the President, the Market Development Committee
is responsible for the strategies and activities related
to developing new clubs and the related training, assignment
and support of volunteers involved in the development
efforts. This committee will work in conjunction with
the Member Services Committee to support clubs to increase
and retain existing individual membership.
3.
Finance Committee.
Chaired by the Treasurer, the Finance Committee is responsible
for the stewardship of all organizational assets, including
the operational budget, all physical and financial assets,
evaluating and recommending the management and use of
endowed funds, and risk management issues. Additionally,
this committee provides supervision of all processes that
distribute funds as grants or scholarships.
-
Membership
of this committee will include at least two (2) Directors
as recommended by the President and approved by the
Board of Directors. The Director of Finance/Administration,
or equivalent position, will serve as staff liaison.
4.
Foundation Committee.
Chaired by the President-Elect, the Foundation Committee
is responsible for the development activities of Sertoma,
including the annual fund; endowment giving; and any special
campaigns, stewardship and recognition programs; and all
related activities.
5.
Member Services Committee.
Chaired by the Senior Vice President, the Member Services
Committee is responsible for the annual review and evaluation
of all training, services and delivery systems, including
the District Governors used to support members and provide
recommendations as to areas of improvement and resource
allocation.
6.
Mission Activities Committee.
Chaired by the Junior Vice President, the Mission Activities
Committee is responsible for the annual review of all
Sertoma sponsorships and programs and to recommend to
the Board of Directors changes or additions to assure
the sponsorship programs are supporting the strategic
goals of the organization.
7.
Special Committees.
The President, with the approval of the Board of Directors,
may appoint such Special Committees or Task Forces as
may be necessary from time to time. The term of service
of such Special Committees shall end with the close of
the Sertoma year in which appointed unless approved by
the Board of Directors for a specified period or task
which exceeds the close of the Sertoma year.
1.
Definition.
As authorized in the Bylaws, the Board of Directors establishes
the following geographical areas to govern and carry out
the business of Sertoma:
a.
Region. A division based on membership counts to assure
equitable representation of the membership base for
the purpose of electing Directors to the Board. Regions
shall have not less than fifty (50) active clubs and
not less than three thousand (3,000) members. The Board
of Directors may consider exceptions to this rule, but
the foregoing is basic to the creation of financially
sound regions.
b.
District. A division established to facilitate communication
among the individual members and with the Board of Directors
to assure strong program and service delivery and to
assure member voice and access to the policy- and decision-making
of the Board of Directors. Districts shall have not
less than eight (8) active clubs and not less than three
hundred (300) members. The Board of Directors may consider
exceptions to this rule, but the foregoing is basic
to the creation of financially sound districts.
c.
District at Large: A division established to communicate
and provide services to individual members and clubs that
are not currently assigned to an existing District as
determined periodically by the Board of Directors. However,
those clubs shall participate in any and all activities
in the Region in which they are located
2.
Realignment of Divisions.
Any division, or the clubs assigned to a division, may
be realigned, combined or altered by the Board of Directors
as it deems necessary to carry on or improve the business
of Sertoma by majority vote of the Board of Directors.
3.
Name.
Each division, acting through the members that comprise
such division, shall select a name, which shall become
the official name of the division upon approval by the
Executive Director. Such division shall not use any other
name. In the event any division acting through its clubs
shall vote to change its name, it shall submit such change
in writing to the Executive Director for approval. This
shall become effective upon notification of approval from
Sertoma Headquarters.
4.
Division Volunteer Duties and Responsibilities.
a.
Requirements
All division volunteers must be active members in good
standing of a club in good standing.
b.
Regions
i.
Directors Regionally Elected.
ii. In addition to those duties assigned
to the Director in
Article III, C-3-e. the Director shall preside at, and
be accountable for the agenda of the Annual Meeting
sessions of an assigned Regional Convention.
iii. Treasurer.
A Director, if authorized to collect and distribute
funds for the region, shall appoint an independent Treasurer.
The Director cannot serve as his/her own Treasurer,
nor can any member of his/her immediate family. The
Treasurer is accountable for reports and procedures
as defined by the Board of Directors on the collection,
use, expenditure and purpose of all region funds.
i.
Governor.
The Governor is the representative of Sertoma in the
district under the direction and supervision of the
Board of Directors of Sertoma with the duties of furthering
the objectives and interests of Sertoma, and supporting
the needs of the clubs within the district as defined
in the Governor’s Manual.
-
Elected
by the members at the District Meeting.
-
Term of office is two (2) years beginning on the
first day of the Sertoma fiscal year following the
District Meeting where the person was elected.
-
The Board may, for good cause, remove a District
Governor.
-
In the event of a vacancy in the office of the Governor,
the Director from the region in which the District
is located shall appoint a Governor to fill the
unexpired term. The appointee shall be an active
member of a club in good standing from the district
in which the vacancy exists. The President of Sertoma
is empowered to appoint an Acting Governor to serve
until such vacancy shall have been filled by the
Director.
ii.
Treasurer.
A Governor, if authorized to collect and distribute
funds for the district, shall appoint an independent
Treasurer. The Governor cannot serve as his/her own
Treasurer, nor can any member of his/her immediate
family. The Treasurer is accountable for reports and
procedures as defined by the Board of Directors on
the collection, use, expenditure, and purpose of all
district funds.
iii.
District Cabinet or Committee.
To assist in the effective support of the district,
the Governor may create a District Cabinet or Committee
to further the objectives of Sertoma. Each member
shall be an active member in good standing of a Sertoma
Club in good standing in the district.
F.
Foreign Divisions, Clubs and Activities
1.
Canada – As approved, the Canadian clubs shall form
a division and will operate under the structure defined
in the mutually approved agreement on file at Sertoma
Headquarters.
2.
Clubs – Approval of the Board of Directors is required,
prior to establishment of each club in any country in
which there are less than ten (10) previously approved
and operating clubs.
3.
Youth Programs – Sertoma Serteen/Collegiate programs
are limited to the geographical boundaries of the United
States and Canada. Any groups outside these boundaries
are considered non-conforming and are not sanctioned or
authorized to use any Sertoma logo/name or trademark.
G. Hearing
Charities of America
1.
Defined. Sertoma established Hearing Charities of America
(HCA) to expand Sertoma’s mission related to hearing
and hearing-related communications disorders.
2.
Authority. To hold six (6) voting positions on the Board
of Hearing Charities of America as defined in the HCA
Bylaws.
3.
Appointments.
a.
Three (3) of the voting positions will be held by the
current President-Elect, President and the immediate
Past President of Sertoma.
b. Three (3) of the voting positions
will be appointed by a vote of the Board of Directors
as defined in these Policy Statements.
4.
Nomination and Appointment to Hearing Charities Board.
a.
A Nominations Committee appointed by the President of
Sertoma consisting of three (3) Sertoma members—at
least one who is currently serving on the HCA Board—to
evaluate and present candidates for the open position
each year.
b. The Executive Director or his/her
assignee will serve as a member of the committee.
c. Candidates will be presented for
Sertoma Board approval at the last Board meeting of
each fiscal year. A majority vote is required for appointment.
5.
Terms.
Each appointment, other than those held by right of
office, is for a three- (3) year term. Terms of the
three positions are to be staggered so one position
rotates each year.
a.
As controlled by Hearing Charities Bylaws, appointees
may serve no more than two (2) consecutive terms.
6.
Vacancies.
Any vacancies of the appointed positions will be filled
by the same process of nomination and appointment.
a.
Should a vacancy occur due to a position held by an
Officer, the position will be filled by the individual
assuming that office as established in the Bylaws and
Policies of Sertoma.
7.
HCA President.
If in attendance, the HCA President will be recognized
and have the privilege of the floor at all Sertoma Board
meetings.
1.
Defined.
The Sertoma organization will hold an Annual Meeting of
the membership, and such other meetings as required by
the Board, to receive, and respond to, reports from the
Board, elect leadership and conduct the business of the
organization. Such meetings will consist of the meeting
held in conjunction with the International Convention
in the month immediately preceding or following the start
of the fiscal year and at the Regional Conventions held
between the 15th day of February and the 15th day of April.
2.
Standards and Procedures. All meetings will be conducted
within the standards and procedures of these Policy Statements,
Bylaws and Procedure Statements as officially adopted
by the Board of Directors.
3.
Voting and Quorum.
i.
Members: Each member of a Sertoma Club in good standing
may vote at all meetings.
ii. Clubs: Each Sertoma Club in good
standing shall be entitled to one vote at all meetings.
The member casting the club’s vote shall bear
a certificate duly authenticated by the President and
Secretary of his/her club.
iii. Good standing: For voting status,
the club of a member must be in good standing as of
the first day of the fiscal quarter in which the meeting
is held as shown by the record of Sertoma. The members
of any club chartered after the first day of the quarter
shall be entitled to vote according to the official
records of Charter Members at Sertoma Headquarters.
b.
Voting Limitations. An individual member has only one
vote; however, he/she may also cast the vote for his/her
club or clubs
c.
Voting Disclosure. All candidates may, upon request,
receive the number of members eligible to vote in any
elections from the Chairman of the Elections Committee.
d.
Quorum.
i.
Annual Meeting. The quorum shall consist of not less
than two hundred (200) eligible voters.
ii. Division Meetings. The quorum shall
comprise the eligible voters present and representing
not less than one-third (1/3) of the total number of
clubs in the designated region or district.
i. Any member in good standing may
present a resolution. The member may propose recommendations
to the Board of Directors of Sertoma or resolutions
relating to matters considered appropriate to the purpose
of Sertoma members.
ii. Other than salutatory resolutions,
all resolutions must be presented in the proper form
as defined in these Policy Statements to the appropriate
Resolutions Committee. It shall be the duty of the Resolutions
Committee to present to the members all such resolutions
submitted together with the recommendations of the Committee
on each resolution before any debate is allowed.
iii. Any resolution that has been properly
submitted may not be altered or amended by a member
from the floor of the meeting.
iv. All resolutions other than salutatory
resolutions to be presented to the members assembled
at all meetings shall be submitted in writing to the
Executive Director, for consideration by the Resolutions
Committee, at least forty-five (45) days before the
meeting convenes.
b.
Debate of Resolutions.
i.
Resolutions shall not be in order until they have been
reported out of the Resolutions Committee.
ii. Debate may be had on the floor
of the Meeting for all resolutions, save such as are
known in parliamentary practice as “undebatable,”
unless by two-thirds (2/3) vote the Convention decides
to dispose of them without debate.
iii. No member shall speak in any one
session on any one subject longer than three (3) minutes
except as provided in the Order of the Day or by majority
vote. Debates shall be managed as defined in the Policy
and Procedure Statements approved by the Board.
a.
Date and Time.
The date and hours of the nomination and election of
Officers at the Annual Meeting and Directors and Governors
at the Regional and District Meetings shall be indicated
in the Official Program and shall be subject to change
only in accordance with the Rules of the Meeting.
b.
Procedures.
All nominations and elections shall be conducted by
the approved procedures of Sertoma and the most current
version of Robert’s Rules of Order.
a.
Timing of Votes.
No vote shall be taken on any Bylaws Amendment or any
other substantive matter, other than salutatory or congratulatory
matters, prior to the time designated in the Official
Program unless it is a vote for an officer unopposed.
b.
Type of Votes.
i.
Elections. Voting for Officers or Representatives shall
be by secret ballot, except for a nominee who is unopposed.
ii. Resolutions and Motions. Voting
for Resolutions and motions can be by secret ballot
or from the floor as determined by the Presiding Officer
provided it does not conflict with these Policy Statements
or Robert’s Rules of Order.
iii. There shall be no vote by proxy
or by cumulative voting.
ARTICLE
IV. CONVENTIONS
A.
Annual Convention
1.
Management. The Board of Directors shall have full supervision
of all Conventions and shall approve the official program
and order of business in advance of such Convention.
2.
Fees.
a.
The Board of Directors shall establish registration fees
to be paid for all persons attending any Convention. No
member shall be entitled to vote, as an individual or
as the club representative at the Convention unless and
until his/her registration fee has been paid.
b. The registration fee will be complimentary
for current international Officers; Officer spouses; Directors;
and all Past International Presidents, and spouses, holding
office prior to 2001-2002. Beginning with the 2001-2002
President, the registration fee will remain complimentary
for a period of five (5) years after leaving the board.
3.
Contracts.
The Executive Director shall be solely authorized for
executing all contracts with hotels and other facilities
and services involved for the convention site selection.
The designated host chairman, host committee or any Sertoma
Officer or Director may not commit vendors and/or facilitators
under any condition whatsoever, but may serve as advisors
to the staff.
1.
Registration Fee and Budget.
a.
A uniform registration fee for the entire Convention shall
be paid by all persons attending a Regional Convention.
No member shall be entitled to vote, as an individual
or as the club representative at the Convention unless
and until his/her registration fee has been paid.
b. Such proposed fee, together with a
budget of proposed expenditures, shall be submitted by
the Host Club to the Governors of the Districts in the
region(s), and approval shall be obtained by a majority
of the combined votes of the District Governors at least
one hundred twenty (120) days prior the Convention. Should
a majority vote against the proposed fee and budget, the
Director shall work with the Host Club toward a revision
of the fee and budget that will be acceptable to the District
Governors.
c. The registration fee approved for
the Regional Convention shall be considered to be the
registration fee for the District Conventions of that
region.
2.
Financial Responsibility.
a.
Financial responsibility for the Regional Convention
shall rest entirely with the Host Club.
b. The Host Club shall submit a report
within 90 days of the close of the convention including
the income and expenses of the Convention, mailing copies
of the report to the Governors in the region(s) and the
Executive Director of Sertoma.
ARTICLE
V. FINANCIAL ACCOUNTABLITY
A.
General
1.
Fiscal Year. The fiscal year of Sertoma shall
begin on the first day of July of each year commencing
on July 1, 2009.
2.
Bonds.
a.
The Sertoma Treasurer shall give bond in such amount and
upon such conditions as from time to time may be required
by, and provided for by, the Board of Directors.
b. The elected division representative
and Secretary/Treasurer or Treasurer shall give bond in
the amount of $10,000.00.
c. The Executive Director of Sertoma
shall provide such bond by means of a blanket bond, the
premium cost of which shall be prorated among Sertoma
and its divisions.
3.
Disbursements.
All disbursements for Sertoma and its divisions shall
be made by check, with a record showing the payee, the
nature of the purchase, expenses paid or services rendered
and the amount of payment.
4.
Depositories.
a.
Sertoma. The Board of Directors shall approve the depositories
of all funds.
b.
Divisions.
i.
Each division will annually provide to Sertoma
Headquarters a listing of all depositories, including
account numbers and signatories.
ii. All bank accounts will be opened
and operated under the Sertoma Employer Identification
Number (EIN) as provided by Sertoma Headquarters.
5.
Signing Checks.
The Board of Directors authorizes the Executive Director
in his/her judgment as may seem advisable the staff authorized
to execute and countersign checks aforesaid, and do and
perform such other acts as will carry out the purposes
and objects of this Article.
a.
The Executive Director shall install and maintain an efficient
system of accounts and, to that end, shall engage competent
certified public accountants subject to the approval of
the Board of Directors.
b. The Executive Director will make all financial records
available upon request to the Executive Committee for
audit or review, and shall provide as directed by the
Treasurer regular reports for the review of the Board
of Directors.
a.
If authorized to collect and distribute funds, the Secretary/Treasurer
or Treasurer shall keep the accounts, maintaining records
of receipts, expenses, and disbursements.
b. All records and books shall at all
times be open to the inspection of the Governors and
any auditors which may be named by a District Convention
or the Board of Directors of Sertoma.
c. The following quarterly and annual
reports shall be provided in the time and manner specified
to Sertoma Headquarters. Copies shall be distributed
to the Board of Directors, and the Governors and Secretary
of each club in the division:
i.
Bank balance at the beginning and end of the
quarter.
ii. Receipts from the quarter and the
year to date as compared to the budget for the same
periods.
iii. Itemized disbursements for the
quarter and year to date as compared to budget for the
period.
The
Board of Directors shall provide for the audit of all
books of account by certified public accountants annually
and, in its discretion, at more frequent periods.
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