Revised December 7, 2015
Article I. NAME
This organization shall be known as the Meninak Club of Jacksonville, Inc.
Article II. OBJECTIVES
The purpose of this club is to enlist and develop "Meninaks-In-Action" for the general welfare of this community, state and nation, and more particularly:
- To achieve the ideal of service to underprivileged children, to youth and to others deserving our interest and aid.
- To enhance the spiritual values in the lives of our members and to promote such values in the communities in which we live.
- To stimulate an active and intelligent interest in public affairs - local, state and national - that our government may be truly representative of the best thoughts and actions of a free and democratic people.
- To develop enduring friendships among our members through the mutual understanding, esteem and good fellowship created by unselfish service to others.
- To foster the highest ethical standards in business and the professions, that there may always be honor, integrity and mutual advantage in our dealings with one another and with all our associates.
Article III. CLASSIFICATION AND MEMBERSHIP The Board shall determine rules regarding requirements and conditions of membership, election to membership, dues and discipline.
Section 1. Classes of Membership
Membership in this Club shall be primarily of the Active and Special class as herein defined.
Section 2. Active Membership
- The Active membership of this Club shall consist of persons of good character, good community standing and good business or professional reputation. The active membership shall include a category for Young Executives for members under the age of 40.
- Active members shall be engaged in any worthy and recognized business or profession or,
- Active Members shall hold an important position in an executive capacity with discretionary authority in any worthy and recognized business or profession.
- The Active members of this club shall be classified in accordance with their respective businesses or professions.
- The classification of each Active member shall be that which covers the principal recognized activity of the firm, company or institution with which he is connected.
- The membership classification to these By-Laws is considered an integral part thereof. This membership classification may be revised by the Board from time to time as is deemed necessary.
Section 3. Special Membership
- Senior. Any Active member of this Club who shall have been a member in good standing for ten years or more and who has attained the age of 65 years and who has retired from active employment may become a Senior member of this Club as provided for hereafter. Any Active member of this Club who may qualify as set forth immediately above and who may desire Senior membership shall make a written request to the Board of this Club requesting the Board to elect said member to Senior membership. The election to Senior membership of any member who shall meet the foregoing requirements shall be in the sole discretion of the Board of this Club.
- Clergy. Members of this club who are ordained ministers qualify for Special Membership category.
- Non-Profit. Members of this club who are in an executive position with a non-profit organization may qualify for Special Membership category.
- Military. Members of this club who are on active military duty may qualify for Special Membership category.
- Non-Resident. Members of this club whose permanent residence is relocated away from the First Coast area or whose place of business is located away from the First Coast area may become a Non-Resident member of this Club.
- Members who qualify for Special Membership shall have full privileges of this Club.
Article IV. ADMISSION TO MEMBERSHIP AND RESIGNATION
Active and Special members shall be admitted to membership under the following procedure:
- A proposal for membership shall be submitted to the Board with the Proposal-for-Membership form on which shall appear the signature of the proposer and the endorsement of at least two members in good standing.
- Members shall be elected by a four-fifth (4/5) vote of the entire Board.
- Upon favorable action by the Board, the new member shall be personally notified concerning the action of the Board.
Any member may resign from the Club provided that all his indebtedness to the Club has been paid. The resignation shall be submitted in writing to the Board and become effective when accepted by the Board.
Article V. DISCIPLINE
Any member charged with conduct unbecoming a Meninak and against whom such charges are sustained after due and proper hearing before the Board may be expelled from membership by a two-thirds (2/3) vote of the Board. All complaints shall be referred to the Committee on Laws and Regulations for investigation, report and recommendation before any action is taken on such charges by the Board.
Any person whose membership in this Club has been terminated in any manner shall forfeit all interest in any funds or other property belonging to the Club and all right to the use of the Meninak name, emblem or other insignia.
Article VI. OFFICERS
The officers of the Club shall be a President, President-Elect, Secretary and Treasurer. No person shall hold more than one office at any time. With the exception of Treasurer, no person elected shall serve more than one consecutive term for the same office.
Each officer shall be a member in good standing.
All officers shall enter upon their official duties on the first day of January of each year and shall serve for a term of one (1) year or until their successors shall be duly elected and qualified with the exception of Treasurer.
The duties of the officers shall be as follows:
- The President shall be the executive officer of this Club and shall preside over all meetings of the Club and the Board. The President shall be an ex-officio member of all standing and special committees and shall perform such other duties as usually pertain to the office of President.
- The President-Elect shall be an ex-officio member of all standing and special committees. The President-Elect shall perform the duties of the President in the absence of the President and shall perform such other duties as the President or Board may require. In the event of the inability of the President to fill the full term of office, and the President-Elect serves six (6) months or less as President, the President-Elect shall automatically remain as President until the end of that year's term of office. If the President-Elect serves more than six (6) months as President, the President-Elect will have already served the term of office as President. If a President-Elect becomes President through the inability of the President to serve, on or before June 30th of a calendar year, a special election will be held a month following for the office of President-Elect. At end of term as President-Elect, the President-Elect will automatically succeed to the office of President.
In the absence of an Executive Director, the duties of the Secretary and Treasurer will be as follows:
- The Secretary shall keep the records of membership, attendance, membership fees and dues, and minutes of the meetings of the Club, Board and committees. The Secretary shall present all bills, within the budgetary limitations approved by the Board to the Treasurer for payment. Any other bills will first be presented to the Board for approval. The Secretary shall collect all funds due the club and shall promptly turn the same over to the Treasurer, taking the Treasurer's receipt. The Secretary may submit a report to the Annual Meeting of the Club and at such other times as the President or the Board may require.
- The Treasurer shall receive from the Secretary all funds paid to the Club and shall disburse same on order of the Board. The Treasurer accounts and books shall at all times be open to the inspection of the President, the Board and any authorized auditors. The Treasurer may make a report at the Annual Meeting of the Club and at such other times as the President or Board may require.
Article VII. BOARD OF DIRECTORS
The Board shall consist of the President, Secretary, Treasurer, and six (6) elected Directors. Members of the Board are entitled to vote on board business. The Immediate Past President shall be an ex-officio member of the Board.
Each Director shall be member in good standing.
All newly elected Directors shall enter upon their official duties on the first day of January each year and each shall serve for the term for which they are elected or until their successors shall be duly elected and qualified. Section 4.
The Board shall determine the policies and activities of the Club, approve and discipline members, take counsel with committees and have general management of the Club.
At the beginning of each fiscal year, the Board shall receive from the Treasurer and approve a budget of estimated income and expenditures for the year, which shall stand as the limit of expenditures for the respective purposes unless otherwise ordered by action of the Board.
The Board shall meet no less often than every other month at the call of the President. At the discretion of the President, the committee chairs shall meet with the Board in joint session.
Article VIII. COMMITTEES
There shall be the following standing committees:
· Laws and Regulations
· Committee on Youth
· Charity Project
· and other committees as the President deems necessary.
The chair of each standing committee shall be appointed by the President and shall be subject to removal by the President. Other committee members shall be appointed by the committee chair. Each committee shall be responsible to the President and shall make such reports as the President may direct.
Special committees may be appointed by the President and they shall perform such duties as may be defined in their creation.
Article IX. DUTIES OF STANDING COMMITTEES
The Committee on Membership shall consider proposals for membership and shall submit its favorable recommendations to the Board. The committee devise ways and means of maintaining an adequate membership of such standards as are provided in these By-Laws. The Committee on Membership shall be responsible for seeking out and proposing for membership qualified, outstanding business, institutional and professional people in the community sufficient to maintain a strong and balanced membership in the Club.
The President shall appoint the chair of this committee who shall appoint additional members to serve on the committee.
The Membership Committee may have two subcommittees.
- The subcommittee of Orientation of New Members shall have the responsibility for acquainting all new members with the purposes of the Club, the activities in which the Club engages, the history and traditions of the Club and the need for new member participation in order to ensure the success of the Club.
- The subcommittee of Retention shall be responsible for exit interviews to determine how we can better serve our membership
The Committee on Laws and Regulations shall have referred to it all proposed amendments to the Club's By-Laws and shall submit its recommendations on these to the Board before action is taken by the Club.
The Committee on Programs shall arrange a program for every meeting of the Club as far in advance as possible, cooperating with the Board and other committees of the Club to the end of diversifying the programs and coordinating them with the Club activities.
The Committee on Publicity shall be generally responsible for public affairs of the Club and shall see to appropriate publicity in connection with the Club's charitable endeavors as well as any other activities of the Club.
The Committee on Activities shall arrange, and be in full charge of, all social functions.
The Committee on Youth shall be responsible for recognizing the leadership potential of our youth and encouraging their continued education through grants.
The Charity Projects Committee shall meet as necessary at the call of the Chairman, who is appointed by the President each year, to study community needs and projects for distribution of Meninak charity funds.The Trustees of the Meninak Charity Foundation will determine the maximum amount of money that will be distributed to charity organizations for the calendar year by the Foundation and so advise the Chairman of the Charity Projects Committee. From its study of community needs, the Committee will recommend to the Board of Trustees and the Board the charity organizations it deems appropriate to receive grants and the amounts of said grants, not to exceed the total amount authorized by the Trustees. The Committee will recommend one major grant and/or several small grants.
Funds distributed are for non-operating purposes of a nonrecurring nature and will fund a capital outlay project that is designed to serve the needs of children in the First Coast area.
"Bringing help when none is available" is the aim of the Committee but agencies receiving United Way Funding or other support are not barred. The project must have appropriate signage identifying it as a Meninak project.
The Mentoring Committee will be responsible coordinating mentoring opportunities with our members and other non-profit organizations.
Article X. MEETINGS
The Club shall hold meetings on such day and at such time and place as shall be determined by the Board. It may hold such other meetings as the Board or membership may desire. The regular meetings shall not be more than one (1) hour, except on special occasions as approved by the Board and upon 24-hour notice to the membership.
The Annual Meeting of the Club shall be the first regular weekly meeting in December. The membership of the Club shall be given at least two (2) weeks’ notice of the date and place of the Annual Meeting.
Article XI. NOMINATION AND ELECTION OF OFFICERS
The election of officers and Directors, except the Secretary and the Treasurer, shall be held at the Annual Meeting.
The Immediate Past-President is chair of the Nominating Committee. The last six Past-Presidents will serve as members of the Nominating Committee.The Nominating Committee shall nominate one (1) member for President-Elect and six (6) members for Directors, of whom the three (3) receiving the highest number of votes at the Annual Meeting will be elected for a term of two (2) years. The report of the Nominating Committee will be communicated to the membership at least two (2) weeks prior to the date of the Annual Meeting. Section 3.
The President will accept additional nominees, if any, from the floor on the day of the Annual Meeting before casting ballots for election.
Voting shall be by ballot. Only members present and in good standing may vote.
The nominee for each office receiving the majority of votes cast shall be declared elected.
The elected President shall appoint a Secretary and a Treasurer by January 1 after the Annual Meeting.
In the case of a vacancy in the office of President, the President Elect shall assume the office of President. In the case of a vacancy in any other elected position, the vacancy shall be filled by the Club at a regular meeting, upon one (1) week's notice of nomination or nominations by the Board.
Article XII. PUBLIC ACTIVITIES
The Club shall seek discussions at its meetings and keep its members informed on all questions of public importance.
The Club shall not give expression by any means of the Club's attitude on public questions and proposed legislation.
The Club shall not be used in any way for political purposes, nor shall it as a club, actively participate in the political candidacy of any person.
Article XIII. COLLECTIONS AND ASSESSMENTS BARRED
Within one (1) hour before the beginning and one (1) hour after the close of any Club meeting, no person shall be permitted to present to the members of the Club any subscription list or other opportunity whereby the said Club members may give money or pledge themselves for any cause whatsoever; provided that nothing herein contained shall prohibit the making of a statement on the floor at any meeting recommending any cause to the Club members for their consideration, or the solicitation of contributions or pledges to the Meninak Foundation.
Article XIV. REVENUE
Section 1. Initiation Fee
The initiation fee shall be determined by the Board.
Section 2. Dues
The annual dues shall be an amount determined by the Board. Section 3. Non Payment - Waiver
The Board shall expel any member whose indebtedness to the Club is in arrears, unless the Board determines there is adequate reason to defer action for a further period. The Board of Directors shall have the power to waive or reduce the initiation fee or the dues for any specified time in special cases when in its judgment, the circumstances justify such action.
Article XV. FINANCE
The fiscal year of the Club shall begin on the first day of January of each year.
The budget of estimated income and expenditures shall be adopted in accordance with the provisions of Article Vll Section 5.
The Board shall determine the official depository or depositories.
In case of the inability of persons designated to sign checks to perform their functions, the Board shall designate those who shall act as substitutes.
Article XVI. RULES OF ORDER
"Roberts' Rules of Order" shall be the parliamentary authority for all matters of procedures not specifically covered by these By-Laws.
Article XVII. AMENDMENTS
Amendments to these By-Laws may be adopted by two-thirds (2/3) vote of the members present at any meeting of the Club, provided written notice of the proposed amendment shall have been given the members at least one (1) week prior to the meeting.
ARTICLE XVIII LIMITATION OF LIABILITY, STANDARD OF CARE AND IDEMNIFICATION
Section 1. Limitation of Personal Liability of Directors
As set forth in the Articles of Incorporation of the Corporation, no Director shall be personally liable for monetary damages for any action taken, or any failure to take any action, as a Director.
Section 2. Indemnification of Directors and Officers
As set forth in the Articles of Incorporation of the Corporation, each Director and officer of the Corporation shall be entitled as of the right to be indemnified by the Corporation to the fullest extent permitted by the law of the State of Florida in accordance with the provisions of said Articles of Incorporation unless in a particular case, indemnification would jeopardize the Corporation's tax exempt status under Section 501(a) of the Code or result in the Corporation's failure to be described in Section 501(a)(3) of the Code, and except as prohibited by law.
Section 3. Insurance and Fidelity Bond(s)
The Corporation may obtain insurance to protect it, its Directors, officers, agents and employees from potential losses arising from claims against any of them for alleged wrongful acts, or wrongful acts, committed in their capacity as Directors, officers, agents and employees. The Corporation may not obtain insurance which provides for payment of losses incurred by any person as a consequence of his or her willful or criminal misconduct, but may purchase a fidelity bond or bonds to reimburse the Corporation for losses sustained in that regard.
Revised December 7, 2015