Wausau Noon Optimist Bylaws

ARTICLE I - CLUB NAME 

This Club shall be known as OPTIMIST CLUB OF WAUSAU, WI - an affiliate of Optimist International. 

ARTICLE II – MISSION 

By providing hope and positive vision through our members, this Club will bring out the best in youth, our communities, and ourselves. 

ARTICLE III – MEMBERSHIP 
  1. Membership in this Optimist Club shall represent adults, who are persons of good character, from the business, social, and cultural life of the community. All memberships shall be held by individuals and shall not be transferable. 

  2. Individuals having executive or supervisory control or authority such as Coaches, Assistant Coaches, referees, and other participants managing Club projects are required to be members in good standing of the Club to receive benefits of the Club - including liability insurance protection.

ARTICLE IV – ADMISSION TO MEMBERSHIP
  1. Members shall be admitted to the Club in the following manner:

    1. Application for membership shall be submitted to the President or Secretary in writing in the form and manner prescribed by the Board of Directors and shall bear the endorsement of at least one member in good standing.

    2. The Secretary shall notify the Board of Directors who will act upon the proposal within fourteen (14) business days following the date of such notification.

  2. Thereafter, the Board of Directors shall approve or reject the proposal for membership without explanation of its action. A majority vote of those present shall be necessary to give approval as established by Article VII, Section 3 of these bylaws.

  3. Upon favorable action by the Board of Directors, such approval shall be communicated to the proposed member by the Secretary, and the Treasurer shall forthwith collect all dues and fees prescribed by these bylaws and, upon receipt thereof, the Secretary shall immediately forward the new member's name, address, and processing fee to Optimist International in the prescribed form and manner. 

ARTICLE V – TERMINATION OF MEMBERSHIP 
  1.  Any member in good standing may resign from the Club provided that all their indebtedness to the club have been paid and that such resignation shall be in writing to the Secretary. 

  2. Any member who is two (2) or more quarters in arrears in the payment of dues or fees to the Club may be suspended from membership. He or she will be provided written notice by the Secretary. Upon payment of arrears within 30 days of said notice, the member’s suspension shall end automatically. If such member has not paid within said 30 days, their membership shall automatically be terminated and the secretary shall notify him of that termination. 

  3. Any member charged with conduct unbecoming an Optimist or with any act prejudicial to the best interests of the Club or Optimist International, and against whom such charges are sustained after opportunity to appear before the Board of Directors in his or her own defense, may be expelled from membership, at the discretion of the Board of Directors. Upon such action by the Board of Directors, the Secretary shall immediately

    1. Notify the member of the Board’s directive and results thereof; 

    2. Should the decision be “Termination of Membership,” Notify/Inform OI of the Board’s directive; 

    3. Notify any local or State authorities if the infraction meets  mandatory reporting requirements per Wisconsin ss: 48.91.

 

  1. In case of the resignation or expulsion of any member, the Secretary shall forthwith notify Optimist International and all members of the Club of such action. 

 

  1. Any member whose membership in the Club has been terminated for any reason shall forfeit all interest in any funds or property of the Club and all rights to the use of the Optimist name, emblem, or other insignia.

 

  1. It shall be the prerogative of the Board of Directors to confirm any termination of membership on behalf of the Club.

  2. No individual shall be allowed membership or maintain membership if convicted of any serious crime against a child, person, or entity. Upon failure of the club board of directors to take action, any individual charged with conduct unbecoming an Optimist member, may be subject to suspension and/or termination after an investigation and/or adjudication by the Optimist International Board of Directors and after an opportunity to be heard. Said member shall receive a final notice of determination from the Optimist International Board of Directors. Such notice by the Board of Directors shall be given by certified mail and any other delivery method available.

 

ARTICLE VI – DIRECTORS 

 

  1. There shall be a Board of Directors which shall consist of the officers of the Club and six (6) elected members.

    1. The Board of Directors shall have such a minimum number of members as may be required from time to time by any applicable federal or state (Wisconsin 181) legislation governing not-for-profit corporations or organizations.

    2. Directors shall serve a period of two (2) years; or until their successors are duly qualified and elected and three (3) shall be elected every year.

    3. In the event of a directorship becoming vacant, for any reason, such vacancy shall be filled by the Board of Directors, and the appointee shall serve for the duration of the term of the individual being replaced. 

  2. The Board of Directors shall have control and management of:

    1. Club’s activities;

    2. Determine all policies; 

    3. Elect;

    4. Dismiss; 

    5. Discipline members; and

    6. General supervises the affairs of the Club.

  3. The Board of Directors shall meet at least once a month on a regular day chosen by the Board of Directors at the beginning of each administrative year - or call of the President.  Any three (3) members of the Board of Directors may call a meeting providing a three-day (3) notice given to ALL members.  A majority of the Board of Directors shall constitute a quorum for the transaction of business, and majority vote of these present shall be necessary to give effective action of the Board.   

  

ARTICLE VII – OFFICERS 
  1. All officers shall hold office for one year or until their successors are duly elected or appointed as provided in these bylaws. In the event that any office becomes vacant, for any reason, the vacancy shall be filled by the Board of Directors. The Club Board of Directors can amend or expand these duties as needed, as long as they are within the guidelines of Optimist International and standard Club bylaws. 

  2. The President shall serve as the executive officer of the Club, preside at all meetings of the membership and the Board of Directors, be an ex-officio member of all committees, exercise general supervision over Club affairs, perform such other duties as are ordinarily incumbent upon a President; shall represent the Club in all relations with Optimist International and the District and perform a like function in their behalf in relation to the Club. The President shall attend all duly called meetings of the District or, in the case of absence for good reason, provide for representation by an accredited representative. 

  3. The Vice President and President-Elect shall perform such duties as are ordinarily incumbent upon Vice Presidents and such other duties as may be assigned to them by the President or Board of Directors. 

    1. Internal Vice President (President Elect) shall be responsible for coordination and performance of the following standing committees: 

      1. Membership Program;

      2. Fellowship/Social;

      3. Finance/Fund Raising;

      4. Advise the Wisconsin Valley Fair Fundraiser;

      5. Review bylaws annually and make recommendations to the Board.

    2. External Vice President (Internal Vice President Elect) shall be responsible for coordination and performance of the following standing committees:

      1.  Youth Activities;

      2. Community Service;

      3. New Club Building;

      4. Publicity 

  4. The Secretary shall keep and maintain the minutes of all meetings of the Board of Directors, business meetings and serve the Club in the form and manner prescribed by the Board of Directors. The Secretary shall also prepare and file all reports required by Optimist International, District administration and generally perform such duties as are ordinarily incumbent upon a Secretary. The Secretary shall be the Boards’ liaison to the Membership Committee. 

  5. The Treasurer shall keep and maintain all records of fees, dues and monies collected and disbursed. Submit regular financial statements in the form, manner and frequency prescribed by the Board of Directors, prepare an annual statement at the end of the fiscal year (September 30), and generally perform such duties as are ordinarily incumbent upon a Treasurer. The Treasurer shall be the Board liaison to the Finance Committee. 

  6. The Club Board of Directors can amend or expand the duties of any or all officers as needed, as long as they are within the guidelines of Optimist International and standard Club bylaws.

  7. A member or individual may act as an agent of the Wausau Noon Optimist Club only upon prior written approval granted by the Club’s Board of Directors.

 

ARTICLE VIII – ELECTION PROCEDURE 

The election of Club officer(s) and Directors should be completed not later than April 30. 

  1. No later than April 1, the President shall, with the approval of the Board of Directors, announce the appointment of a Nominating committee of five (5) members. The Nominating Committee shall select at least one nominee for each expiring offices and directorship. Such nominations, in writing, shall be delivered to the Secretary no later than fifteen (15) days thereafter. 

  2. Upon receipt of the report the Nominating Committee, the Secretary shall cause to be published (in the next newsletter sent to each member and via a group email), a notice listing the nominations of the Nominating Committee in alphabetical order, by office and stating the date of the meeting at which the election shall be conducted. The election date shall not be later than April 30. 

  3. During the meeting at which the election is to be conducted, the President shall read the notices as issued by the Secretary and then proceed to conduct the election. Separate balloting shall be conducted for each office. Where there is only one nominee for an office, the President shall request a unanimous ballot for the nominee. A majority of the votes cast shall be required to elect. In the case of directors, if the number of nominees exceeds the number of vacancies, the required number receiving the highest number of votes shall be declared elected.

  4. Nothing in this article shall be construed as precluding write-in nominations or nominations from the floor, provided the candidate has given consent to be on the ballot. 

  5. Only members in good standing shall be eligible to hold office or vote.

  6. Voting shall be by individuals, on a ballot form prepared and distributed by the Secretary, and no person may cast more than one vote. Proxies will not be recognized. All ballots shall be counted by the Secretary and one other member designated by the President and the results shall be announced prior to the end of the election meeting. 

  7. All officers and directors shall assume responsibilities of their respective offices on October 1 next following their election. 

  8. The Secretary shall immediately report the results of all elections and appointments of club officers to Optimist International and the District. 

 

ARTICLE IX – MEETINGS
  1. Regular meetings of the Club shall be at such time and place as may be determined by the Board of Directors.

  2. Special meetings may be called by the Presiding Officer, or by the Secretary upon receipt of a written request signed by at least five (5) members in good standing. Every member shall be notified in writing at least three days in advance of the special meeting and advised what business will be considered. No other business may be conducted at the meetings. 

  3. One-third (1/3) of the members in good standing shall constitute a quorum at any regular, special or annual meeting of the Club. 

  4. The current edition of Robert’s Rules of Order shall govern all deliberations of this organization and its Board of Directors except as otherwise provided in these bylaws. 

 

ARTICLE X – REVENUE 
  1. Each new member of the Club shall pay a membership fee of $30.00. Payment of said fee is to be a prerequisite for admission to membership, payable on demand of the Treasurer. 

  2. Quarterly dues shall be set by the Board and will include a subscription to "The Optimist" magazine, payable quarterly, in advance except that each fully paid life member shall be privileged to deduct from payment of dues the amount equal to the dues payable by the club to Optimist International for each member. 

  3. A member shall be regarded as in good standing if not more than six (6) months (two quarters) in arrears in the payment of any indebtedness, dues or otherwise, to the club. 

  4. The Board of Directors may plan or recommend the raising or accumulation of revenue from sources other than those stated in this article. 

  5. The fiscal year of the Club shall be from October 1 of each year until September 30 next following. 

  6. All funds, to which the public or members have contributed for the specific purpose of financing community youth related charitable, educational, or civic activities of the Club, shall be used for those purposes and separate records of such funds shall be maintained. 

 

ARTICLE XI – COMMITTEES
  1. The Board of Directors shall determine the number and purpose of all special and standing committees necessary to the achievement of the objectives and purposes of this Club. Standing committees shall include Membership, Program, Fellowship, Finance, Youth Activities, Community Service, New Club Building and Publicity. 

  2. The Presiding Officer shall immediately following his/her election, appoint a Sergeant-At-Arms, the chairpersons, and members of all committees. 

 

ARTICLE XII – MISCELLANEOUS 
  1. In recognition of the benefits and services available to this Club and its members through its affiliation with Optimist International, this Club shall exercise its rights and privileges of participation in the government and activities of Optimist International. This Club shall provide for its proper representation at all meetings and conventions of Optimist International and the District. It shall provide for such representation when preparing the annual budget. 

  2. This Optimist Club shall make it a goal to achieve, at the minimum, Honor Club status for Club performance and operations. 

  3. While attending any project, meeting, social event, or other gathering that is conducted for the benefit of the youth in attendance, adults are expected to refrain from consumption of alcoholic beverages, tobacco, e-cigarettes, and marijuana products during any portion of the event.

  4. Any person elected to membership in this Club shall be deemed to have accepted these bylaws and the Bylaws of Optimist International, and shall be bound by them in all respects as if he or she had been a member at the time of their adoption.

  5. The Board of Directors shall provide for the prompt payment of all dues and other obligations to Optimist International and to the District, and shall require the prompt completion and submission of all reports required by Optimist International and the District. 

  6. If the Club carries any form of club liability insurance, it must add Optimist International as an additional insured to the policy. Should the Club not name Optimist International as an additional insured, the Club shall hold Optimist International harmless from any liability and the Club shall reimburse Optimist International for any and all reasonable attorney fees, court costs, and losses sustained by Optimist International.I

  7. These bylaws shall be reviewed annually. 

 

ARTICLE XIII – NOT-FOR-PROFIT ORGANIZATION
  1. This Club is organized and shall operate as a not-for-profit organization and shall be incorporated within the state/provincial/ national statutes as such. The Club is organized and shall operate exclusively for charitable and educational purposes set forth in Section 501(c)(4) of the Internal Revenue Code of 1986, as now in effect on or as may be amended (the “Code”), including, but not limited to, developing Optimism as a philosophy of life, utilizing the tenets of the Optimist Creed; to promote an active interest in good government and civic affairs; to inspire respect for the law; to promote patriotism and work for international accord and friendship among all people; to aid and encourage the development of youth, in the belief that the giving of one’s self in service to others will advance the wellbeing of humankind, community life and the world. 

 

ARTICLE XIV – AMENDMENTS 
  1. Any amendment to these bylaws must be in conformity with the Bylaws of Optimist International, shall be adopted by a two-thirds (2/3) vote of the members present at any meeting, provide written notice of the proposed amendments and date of such meeting shall have been given the members at least two (2) weeks prior thereto.

    1. Any amendments to these Bylaws shall comply with Wisconsin Chapter 181.0206 Law 

 

  1. All amendments to these bylaws must be submitted to Optimist International for approval. 

 

ARTICLE XV – DISSOLUTION
  1. Upon the dissolution of the Club, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Club, dispose of all the assets of the Club exclusively for the purposes of the Club in such manner, or to such organization or organizations, including Optimist International or the Optimist International Foundation, organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code, as the Board of Directors shall determine. 

 

Standard document revised:

 

This date: September 16 , 2020 by the Wausau Noon Optimist Board of Directors and their powers directed here within.