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HomeMy WebLinkAboutO-1218ORDINANCE NO. 1218 BY—LAWS OF SISTER CITIES ASSOCIATION OF FAIRHOPE, ALABAMA ARTICLE ONE NAME, PURPOSE, AND NATURE OF THE ASSOCIATION 1.1. Name of the Association. The name of this association shall be the Sister Cities Association of Fairhope, Alabama. The association shall be referred to in these by-laws as the Association (the "Association"). 1.2. Purpose(s) of the Association. The purpose of the Association is to provide an organization of volunteer citizens interested in fostering and establishing a sister city relationship(s) with like cities of this country or other countries. 1.21. Relationship of the Association to Individual Sister City Societies. Additionally, the Association shall act and serve as the parent organization through which the individual Sister City Societies ("Society") will function. Individual Sister City Societies' relationships shall be selected with due regard to compatibility with Fairhope, Alabama in such matters as demographics, cultural interests, educational opportunities, and economic activities. Political views and/or political platforms of proposed sister cities shall not be a consideration. Each Sister City Society shall acknowledge and recognize that it is part of the Association and adopt as one of its guiding policies its intent to work closely with the Association. And, each Society shall keep the Association informed of its activities and work and shall include the Association in coordinating its local activities. 1.3. Nature of the Association. The Association is and shall remain a non-profit organization and no part of net earnings shall inure to any individual member, Officer, or Executive Committee Executive. The Association shall endure perpetually, but in the event its purpose(s) should ever fail or it should for any reason whatsoever cease to function, no part of its property, funds, or assets shall be divided among, distributed to, or inure to the benefit of any of its members, Officers, or Executive Committee Executives. In the event of the dissolution of the Association, its Executive Committee in accordance with its Articles of Incorporation shall distribute all of its property, funds, assets, records, and materials among one or more organizations, funds, or foundations organized and operated exclusively for cultural, educational, or charitable purposes providing that such recipient organizations are exempt as organizations described in Sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1986 and such recipient organizations benefit the citizens of Fairhope, Alabama. ARTICLE TWO MEMBERSHIP 2.1. Classes of Membership. There shall be two (2) classes of membership, Regular and Honorary. Membership in the Association shall be available without regard to sex, race, color, creed, or national origin. 2.2. Regular Membership. Regular membership in the Association shall be open to any person of good moral character and with a reasonable willingness to promote and foster the purposes of the Association as set forth in its Articles of Incorporation. The levels of Regular membership shall be individual, family, student, charter, lifetime, and patron (to include businesses and/or corporations). The Executive Committee shall set regular membership dues. 2.3. Honorary Membership. The Executive Committee may elect Honorary members as deemed appropriate, being consistent with the purpose(s) of the Association. Honorary members may include, but may not be limited to, the Mayor and members of the City Council of Fairhope, Alabama. Honorary members shall have all the rights and privileges of a Regular member, except the right to vote on the Association's business. The Executive Committee shall waive Honorary membership dues. Ordinance No. 1218 27 May 2004 Page —2- 2.4. Period of Membership. Period of membership shall be from the Is' of January from the year that dues are paid until the 31s` of December of the same year. New Regular members who join on or after the 1" of July shall be considered members for that year and the following year. ARTICLE THREE MEETINGS 3.1. Types of Meetings. There shall be three (3) classes of meetings, Annual, General, and Special. 3.2. Annual Meetings. An annual Association meeting of its membership shall be held during the first quarter of the calendar year at a date, time, and location to be designated by the Executive Committee. The Chairperson of the Executive Committee shall direct the Secretary to give members of the Association at least 10 days' notice of the annual meeting by mail, stating in such notice the date, time, location, and business to be conducted at the annual meeting. The statement of business shall include the election of Officers of the Association. 3.3. General Meetings. General meetings are those to be held on previously agreed upon specified date, time, and location. The Chairperson of the Executive Committee shall direct the Secretary to give members of the Association at least 10 calendar days' notice of the general meetings by mail, stating in such notice the date, time, location, and business to be conducted at the general meetings. The Association shall have a minimum of four (4) general meetings a year. 3.4. Special Meetings. Special meetings of the Association shall be called at any time by the Chairperson of the Executive Committee upon majority vote of the Executive Committee or upon a petition to the Secretary of the Association signed by one -fifth of the Regular members of the Association. The Chairperson of the Executive Committee shall direct the Secretary to give members of the Association at least 10 calendar days' notice of the special meetings by mail, stating in such notice the date, time, location, and business to be conducted at the special meeting. ARTICLE FOUR EXECUTIVE COMMITTEE 4.1. Number of Executive Committee Members ("Executives"). The powers, business, and property of the Association shall be exercised, conducted, and controlled by an Executive Committee consisting of no fewer than eight (8) Executives. The specific number of Executives shall be determined from year-to-year, by vote of the Regular membership of the Association. All Officers of the Association, by virtue of their offices, shall be included in the number of Executives to the Executive Committee elected from year-to-year. Officers of the Association (ARTICLE FIVE, 5.1) will hold like offices of the Executive Committee. The President of any individual Sister Cities Society, by virtue of that office, shall be included as a member of the Executive Committee. Additionally, at least one Executive will be a representative and member of the Fairhope Educational Enrichment Foundation ("FEEF"), and at least one member will be a member of the Fairhope City Council. 4.2. Qualifications. Executives shall be selected from the Regular members of the Association, shall be citizens of Fairhope, Alabama, and must continue to be members in good standing during their terms of office. The Mayor and City Council of Fairhope, Alabama shall approve election of Executives of the Executive Committee. 4.3. No Compensation to be Paid. The Executives shall receive no compensation for their services in acting as Executives of the Executive Committee. 4.4. Vacancies. A vacancy(ies) on the Executive Committee shall be filled upon recommendation of the President and majority vote of the remaining Executives, and such person filling the vacancy shall hold office until the expiration of the term to which he was selected. The Mayor and City Council of Fairhope, Alabama shall approve election of a vacancy(ies) on the Executive Committee. 2 Ordinance No. 1218 27 May 2004 Page —3- 4.5. Regular Meetings. The Executives shall meet in regular meetings on dates, times, and locations selected by the Executives. 4.6. Special Meetings. The President, when deemed necessary, shall call a special meeting of the Executive Committee and each call for a special meeting shall be in writing or by telephone and upon giving three (3) calendar days notice to Executives stating the purpose(s) of the meeting. Should the President at any time decline to call a special meeting of the Executive Committee when requested to do so, any five (5) Executives may call a special meeting of the Executive Committee by petition to the Secretary who will prepare and mail written notices to all Executives five (5) calendar days before the desired meeting, giving date, time, place, and purpose(s) of the special meeting. 4.7. Records Required. The Executive Committee shall maintain a complete record of all of its business transactions, its minutes and acts, and proceedings of the Executives. Minutes of the Executive Committee's meetings must be available at meetings of the membership of the Association. 4.8. Resignation; Absence from Meetings. Should any Executives be absent from three consecutive meetings of the Executive Committee without sending a communication to the President or Secretary stating the reason for being absent, and if the excuse should not be accepted by the majority of the Executive Committee, the right to remain on the Executive Committee may be declared terminated by the Executive Committee, and the remaining Executives may forthwith proceed to fill the vacancy. ARTICLE FIVE OFFICERS 5.1. Officer Positions. The Officers of the Association ("Officers)") shall be a President, Vice - President, Secretary, and Treasurer. The term of office of each Officer will begin at the time of election and will extend to the time of the next annual meeting, or until a successor is duly selected and qualified. 5.2. No Compensation to be Paid. Officers shall receive no compensation from the Association for their services in acting as Officers of the Association. 5.3. Duties of Officers Generally. The duties of the Officers shall be such as their titles by general usage would indicate and as may be assigned to them by the President from time to time. 5.4. Duties of President. The President shall preside at all meetings of the members and at meetings of the Executive Committee. The President shall sign, as President, all certificates of membership, all contracts, and all other legal instruments as required. 5.5. Duties of Vice -President. The Vice -President shall assume the duties of the President in his absence and shall assume such duties assigned him from time to time by the President. The Vice - President shall succeed to the office of President should the office become vacant through resignation, death, or removal, and shall hold office until the expiration of the term. 5.5. Duties of Secretary. The Secretary shall keep the records and minutes of all membership and Executive Committee's meetings. The Secretary shall keep the membership book of the Association showing the name of each member and pertinent information relative to each member. The Secretary shall sign where required all corporate papers in conjunction with the President. The Secretary will make available records of the Executive Committee and Association to members upon request. The Secretary shall prepare and mail written notices of special meetings as directed by the President of the Association. In the absence of the Secretary, the President shall appoint one of the Executives of the Executive Committee as temporary Secretary to meet the needs of the Association. Ordinance No. 1218 27 May 2004 Page —4- 5.4. Duties of Treasurer. The Treasurer shall be responsible for collecting dues at the beginning of each fiscal year and shall be custodian of all funds of the Association, depositing such funds in a bank designated by the Executive Committee. The Treasurer shall disburse funds only as duly authorized by the Executive Committee. 5.5. Vacancies. Any vacancy in any of the offices, except President, shall be filled by selection by the Executive Committee and recommendation of the President at its next regular meeting after the occurrence of such vacancy from the regular members of the Association. 5.6. Term of Office. All Officers shall serve a term of one year from the date of the annual meeting at which they are selected to the date of the next annual meeting or until a successor shall be duly selected. 5.7. Resignation; Absence from Meetings. Should any Officers be absent from three (3) consecutive meetings of the Association without sending a communication to the President or Secretary stating his reason for being absent, and if his excuse should not be accepted by the majority of the Executive Committee, his right to remain as an Officer to complete his term of office may be declared terminated by the Executive Committee, and the Executive Committee may forthwith proceed to fill the vacancy. ARTICLE SIX FISCAL MATTERS 6.1. Tax and Accounting Year. The Fiscal Year of the Association shall be on a calendar year basis beginning the I" of January of each year. 6.2. Membership Fee. Each member of the Association shall pay a membership fee annually in an amount to be determined by the Executive Committee. Incoming new members who pay their initial fee on or after the I" of July will not be required to pay another fee until the end of the following fiscal year. 6.3. Membership Fee to Sister Cities International ("SCI"). The City of Fairhope, Alabama will be responsible for the payment or reimbursement of the Association's annual membership fee to SCI. Without the City Council, expressed consent and approval, this annual membership fee shall not exceed $400.00. Additionally, the City of Fairhope, Alabama shall not be responsible for any other expenses, including but not limited to travel expenses associated with the Association, without the expressed consent and approval of the City Council. 6.4. Annual Budget. The President of the Association, with the assistance of the Treasurer and the other Officers as needed, shall prepare an annual budget estimate for submission to the Executive Committee following the annual meeting of the Association. This annual budget shall be presented to the Executive Committee at their next scheduled meeting one month after the annual meeting. 6.4. President's and Treasurer's Authority to Spend. The President and the Treasurer of the Association shall be authorized to spend up to $200.00 during any consecutive 30-day period without prior approval of the Executive Committee, provided such expenditures are for the purpose of conducting the proper business of the Association and are fully accounted for by the President and the Treasurer. 6.5. Reimbursement of Reasonable Expenses. Any member of the Association shall be reimbursed by the Treasurer for any reasonable expenses incurred by such member authorized by the Executive Committee or the President. Such right of reimbursement shall automatically extend to the actual and reasonable costs incurred in preparing and mailing notices to members generated by petition from the membership in accordance with ARTICLE THREE and ARTICLE FOUR of these by-laws. Such expenditures, if less than $75.00 will not ordinarily require authorization by the Treasurer or President. A copy of the expense reimbursement request submitted by the member and approved by the 4 Ordinance No. 1218 27 May 2004 Page —5- Treasurer or President accompanied by appropriate receipts or other evidence of the expense paid or incurred shall be sufficient to authorize payment. 6.6. Executive Committee Authority to Authorize Expenditures. The Executive Committee may authorize an expenditure of funds by any member or group of members up to, but not exceeding, fifty per cent (50%) of the amount currently held in the Association's treasury, for any purpose consis- tent with the aims and purposes of the Association. 6.7. Liability. No member, Officer, or Executive of the Association shall be personally liable for the obligations of the Association excepting that member, Officer, or Executive who has deliberately obligated the Association to a debt or has intentionally misrepresented or misinterpreted to the Association the facts surrounding the obligation; in which events that member, Officer, or Executive shall personally be held financially responsible. Additionally, the City of Fairhope, Alabama shall under no circumstances be responsible or held liable, except for those fees expressly addressed in 6.3 of ARTICLE SIX of these by-laws, for any of the financial or legal obligations of the Association. Also, the City of Fairhope, Alabama shall in no way be responsible or held liable for any travel -related issues, decisions, expenses, or problems of the Association. 6.9. How Disbursements Made; Two Signatures Required on Checks. Disbursement of funds shall be by check signed by the Treasurer or President of the Association. Any check for an amount over Two Hundred ($200.00) Dollars shall be signed by both the Treasurer and President of the Association. ARTICLE SEVEN QUORUM REQUIREMENTS 7.1. Regular and Special Meetings. Those members present shall constitute a quorum of Regular and Special meetings. 7.2. Executive Committee Meetings. Those members present shall constitute a quorum of Executive Committee meetings. ARTICLE EIGHT RULES OF ORDER 8.1. Rules of Order. Roberts Rules of Order shall be the parliamentary authority for all matters of procedure not specifically covered by these by-laws. ARTICLE NINE AMENDMENT(S) 9.1. Amendments. These by-laws may be amended at any annual, regular, or special meeting of the membership provided that the proposed changes have been approved as appropriate by the Executive Committee of the Association, that the appropriate provisions respecting notice of the proposed amendment(s) has been given to the membership by mail at least seven (7) days prior to the meeting. At any such annual, regular, or special meeting any amendment(s) may be approved by a two-thirds vote of the membership present. This ordinance shall take effect upon its due adoption and publication as required by law. ADOPTED THIS THE 27th W OjE