BYLAWS OF THE
CEDAR RAPIDS COIN CLUB
Section 1. Qualifications. Any person of good moral character, whose application for membership has been approved by a majority vote of the members may become a member of the Cedar Rapids Coin Club. There shall be three (3) classes of membership as follows:
Section 1A. Regular Members. Any person eighteen (18) years of age or older may become a Regular Member.
Section lB. Junior Members. Any person under the age of eighteen (18) years of age may become a Junior Member. A Junior Member may not hold office or vote unless they are at least sixteen (16) years of age. All Junior Members must be sponsored by an adult who is responsible for that Junior Member.
Section IC. Life Members. Any person who has been a member of the Club for at least twenty (20) years may become a Life Member.
Section 2. Application for Membership. Application for membership in the Club shall be made to the Secretary in writing and in such form and under such conditions as the Board of Directors shall from time to time prescribe. The members shall decide by majority vote whether applicants for membership shall be admitted or denied admission to membership.
Section 3. Annual Dues. Each member shall pay the amount of annual dues on October 1st of each year. New members admitted during the first six months of the fiscal year (beginning October 1st) shall pay full annual dues, but those admitted during the last six months of such fiscal year, shall pay only 1/2 of annual rate for remainder of the year.
No dues shall be charged to any member while engaged in active military, naval, or air service in time of war or to any Life Members.
Dues shall be fixed by vote of the members.
Applications for membership shall be accompanied by advance payment of dues, the amount of which shall be in conformity with the provisions of the foregoing paragraph. Should any application be denied, such payment shall be promptly returned to the applicant by the Treasurer.
Section 4. Good Standing. A member in "good standing" is one who is not delinquent in the payment of dues or any other indebtedness to the Club.
Section 5. Delinquent Dues and other Indebtedness. In the event a member's dues have not been paid within thirty (30) days after the due date thereof, the Secretary shall so notify the Board of Directors, who, by a majority vote, may then declare such member's membership terminated, effective immediately.
Section 6. Resignations. If a member wishes to resign, he shall submit his resignation to the Secretary, and the same shall become effective as of the date received, provided such member is in good standing and no charges are pending or are preferred within thirty days thereafter; otherwise, termination of membership shall by governed by such other provisions of this Article as may apply thereto.
Section 7A. Grievances. Any member in good standing may make charges of conduct which is improper or prejudicial to the interests of the Club against any other member. Such charges must be: in writing, specific as to the alleged improper or prejudicial conduct, signed by the member making the charges, submitted to the Board of Directors and supported with evidence which, in the opinion of the Board of Directors, will justify an investigation and the possibility of action under Section 7B. Failing that, the Board of Directors will dismiss the charges.
Section 7B. Expulsion or Suspension of member. The Board of Directors shall have power to expel or suspend any member, at any meeting of the Board by two-thirds (2/3) vote of the members of the Board present, for a violation of or noncompliance with the provisions of the Bylaws, or for conduct which, though it may not constitute such a violation, shall be improper and prejudicial to the interests of the Club. Before any member can be expelled or suspended, fifteen (15) days' notice in writing that such action will be considered by the Board of Directors, at a time and place mentioned in such notice, together with written reason therefore, shall be mailed to the member by the Secretary by first class or certified mail to the last address of the member shown in the Club's records. The member shall be permitted to submit in writing any response to the Board's notice. The member's response must be delivered to the Secretary within ten (10) days of the delivery of the Board's notice to the member. The Board will consider all relevant facts and circumstances surrounding the expulsion or suspension and the effective date of any expulsion of suspension cannot be earlier than five (5) days after receipt of the response from the member, if any.
Section 8. Reinstatement. A former member may make application for reinstatement at any time. All applications for reinstatement shall be subject to the same approval of the Board of Directors as is required for an original application for membership, and subject to the former member being current, at the time of his or her application, on dues or other amounts payable to the Club.
A new member number shall be given such reinstated member unless he shall pay in addition to his dues for the current year an amount equal to the dues he would have paid had there been no interruption of membership; in which case he may retain his original number.
Section 1. Meetings of Members.
(a) The meetings of the members of the Club shall be held monthly or with such greater frequency as is designated by the Board of Directors. The annual meeting of the members shall be held on the third (3rd) Wednesday of October of each year commencing in October of 2005.
(b) The election of officers and Directors and the presentation of all annual reports shall be observed at the annual meeting of the members in October.
(C) Written notice of the regular meetings of the members shall be given to all members by the Secretary by depositing such notice in the U.S. Mail, postage prepaid or by electronic mail at least three (3) days prior to such meeting specifying the time, date and place for the meeting. The notice of the annual meeting shall contain a copy of any financial report for the Club and any proposal for amendment of the Bylaws or other matters which the Directors desire. From and after the effective date of the Revised Iowa Nonprofit Corporation Act's applicability to this corporation, notice of any meeting of the members must contain any specification of any matters which must be voted upon by the members pursuant to Iowa Code Sections: 504.833 (director conflict of interest), 504.857 (indemnification of officers), 504.1003 (amendment of articles of incorporation), 504.1104 (merger), 504.1202 (sale of assets), 504.1401(dissolution) and 504.1402 (dissolution).
(d) At the annual meeting of the members, the following shall occur:
(i) The President and the chief financial officer shall report on the financial condition and activities of the Club; and
(ii) The members shall consider and act upon such matters as may be raised consistent with the notice requirements of these Bylaws.
Section 2. Quorum. A quorum of at least five (5) members consisting of Regular Members, Junior Members with the right to vote, and/or Life Members shall be necessary for the transaction of any and all kinds of business of the Club subject to members' votes.
Section 3. Who May Vote. Only members with the right to vote and in good standing as defined in Section 4 of Article I, shall be entitled to vote.
Section 4. Reports. All reports of officers and committees shall be presented at the regular meetings of the Club, and recorded and filed by the Secretary.
Section 5. Order of Business. The order of business at the regular meetings of the members of the Club shall be as follows:
1. Call to order
2. Reading of minutes of last meeting
3. Report of officers
4. Report of committees
6. Unfinished business
7. New business
8. Election of officers (annual meeting)
Note: Roberts' Rules shall govern procedure at all meetings of the members.
Section 6. Meetings of Directors. The meetings of the Board of Directors of the Club shall be held as needed as is designated by the Board of Directors.
Section 7. Directors Quorum. A quorum of at least a majority of the Directors shall be necessary for the transaction of any and all kinds of business of the Club subject of Directors' votes.
Officers, Directors, and Committees
Section 1. Officers. The officers of the Club shall be elective and appointive.
(a) The elective officers shall be a President, a Vice President, a Secretary, and a Treasurer who shall also be known as the chief financial officer. Such officers shall be elected by the members at the annual meeting in October, and shall serve for one year or until their successors are elected or appointed. A majority vote of members present at the annual meeting shall be sufficient to elect.
(b) The Librarian shall be appointed by the President with the approval of the Board of Directors and serve for one year.
Section 2. Directors. The Board of Directors shall consist of nine (9) members as follows: the President, the Vice President, the Secretary, the Treasurer, the immediate past President, and four (4) others who shall be elected by the members at the annual meeting in October, all to serve for one (1) year or until their successors are elected or appointed. A majority vote of members present at the annual meeting shall be sufficient to elect.
Section 3. Vacancies.
(a) Should a vacancy occur in the office of President, it shall be filled for the unexpired term by Vice President if available, otherwise by appointment by the Board of Directors.
(b) If such vacancy occurs in any elective office, other than President, it shall be filled for the unexpired term by appointment of the Board of Directors.
(c) In the event of vacancy in the Board of Directors, the remaining members of the Board may fill such vacancy by appointment for the remainder of the current term.
Section 4. Committees.
(a) At or closely following the annual meeting of the members held in October of each year, the President shall appoint the following Committees (as needed) to serve for one year: (1) membership, (2) , bylaws, (3) programs, (4) show chair, and (5) publicity. Their duties shall be those usually pertaining to their committees.
(b) The Board of Directors shall appoint an Audit Committee prior to the date of the annual meeting of the members, with instructions to audit and report the accounts of all officers whose duties require such records, such reports to cover twelve (12) months period ending September 30th of the same year.
Duties of Officers and Directors
Section 1. General Provisions. In addition to the authority given to and duties imposed upon the Officers and Directors of this Club, such Officers and Directors shall exercise their authority and perform the duties designated in these Bylaws.
Section 2. The President. The President shall (a) preside at all meetings of the members of the Club and of the Board of Directors; (b) appoint, subject to the approval of the Board, the various committees and any special committee of one or more which may be deemed necessary; (c) exercise general supervision over all other officials and committees to the end that their duties may be promptly and effectively discharged.
Section 3. Vice President. In the absence of the President, the Vice President, if available, otherwise any Director, shall preside at the various meetings of the members of the Club and of the Board of Directors
Section 4. Secretary. In the Secretarial capacity, the Secretary shall (a) keep a full and accurate record, in permanent form, of the proceedings of all meetings of the members of the Club and of the Board of Directors; (b) have custody of the seal (if any) of the Club, and keep all the official documents except as otherwise provided herein; (c) keep a complete record of membership, such record including data concerning applications, admissions, deaths, resignations, suspensions, expulsions, and reinstatements; (d) countersign any Club documents signed by the President; (e) receive applications for membership and forward them to the Chairman of the membership committee (if any), together with all available data in connection therewith.
Section 5. The Treasurer. The Treasurer shall maintain a complete record of, and account for, all money received by him for dues and from any other source on behalf of the Club, making no disbursements except such as may be formally approved at a regular meeting, and shall be responsible for any securities or other items of value belonging to the Club and given in his charge.
The Treasurer (chief financial officer) shall at the annual meeting of the members, make a full report of all financial and other transactions pertaining to the Club, such report covering the twelve-months period ending September 30th of the same year.
At the discretion of the Board, he shall be required to give an accepted bond, the premium of which will be paid from the Club treasury.
Section 6. Librarian. It shall the be duty of the Librarian to have charge of, and be responsible for, all numismatic reference literature, and of all other items of numismatic interest and value which may come into the possession of the Club, promoting at all times the growth of this department and its proper use by the members.
Section 7. Directors. The Board of Directors shall be the general administrative body of the Club, except as otherwise provided herein, subject always to definite instructions formally adopted at the regular meetings of the Membership not inconsistent with the Articles of Incorporation and Bylaws.
All proposed amendments to these Bylaws shall be submitted in writing to the committee on Bylaws for review prior to presentation to the Board of Directors and to the members for action thereon. A majority vote of the members at a meeting regularly convened for the purpose of amending the Bylaws shall be necessary for adoption, such amendments to take effect immediately in the absence of provisions therein to the contrary.
In the event of the dissolution of the Club in any manner, or for any cause, the property and assets of the Club remaining after the payment of all its just debts and liabilities shall be paid and distributed pro rata among the then members. All debts, dues, assessments and obligations due to the Club from any member shall be first deducted from the pro rata share due any member before payment to the member of any sum.