BYLAWS OF THE
CEDAR RAPIDS COIN CLUB
Revised and approved
ARTICLE I
Membership
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 ˝ 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.
ARTICLE II
Meetings
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
5. Communications
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.
ARTICLE III
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.
ARTICLE IV
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.
ARTICLE V
Amendments
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.
ARTICLE VI
Dissolution
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.