By-Laws
Article I. NAME

Section 1.
This organization shall be known as the Meninak Club of Jacksonville, Inc.

Article II. OBJECTIVES

Section 1.
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:

(1) To achieve the ideal of service to underprivileged children, to youth, to the aged and handicapped, and to others deserving our interest and aid.

(2) To enhance the spiritual values in the lives of our members and to promote such values in the communities in which we live.

(3) 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.

(4) To develop enduring friendships among our members through the mutual understanding, esteem and good fellowship created by unselfish service to others.

(5) 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 MEMBERSHIPSection

1. Classes of Membership

Membership in this Club shall be primarily of the Active class as herein defined. The other classes of membership are Senior Active, Special and Non-Resident.

Section 2. Active Membership

(a) 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.

(1) engaged as proprietor, partner, corporate officer or manager of any worthy and recognized business or profession or,

(2) holding an important position in an executive capacity with discretionary authority in any worthy and recognized business or profession.

(b) The Active members of this Club shall be classified in accordance with their respective businesses or professions and they must be actively engaged therein.

(c) 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.

(d) The membership classification to these By-Laws is considered an integral part thereof. This membership classification may be revised by the Board of Directors from time to time as is deemed necessary.

(e) The Active membership shall be limited to not more than four (4) persons in any given firm, company, institution or organization.

(f) No person shall be eligible for Active membership in this Club who holds membership in any other similar service club.

(g) Any Active member who shall change his or her vocational activity so as to be ineligible for Active membership under the classification in which he or she was formerly listed may upon request, and with the approval of the Board, occupy a new vocational classification.

Section 3. Senior Active Membership

(a) Any Active member of this Club who shall have been a member in good standing for ten (10) 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.

(b) Any Active member of this Club who may qualify as set forth in sub-section (a) immediately above and who may desire Senior Active membership shall make a written request to the Board of Directors of this Club requesting the Board of Directors to elect said member to Senior Active membership. The election to Senior Active membership of any Active member of this Club who shall meet the foregoing requirements shall be in the sole discretion of the Board of Directors of this Club.

(c) A Senior Active member shall have full privileges of this Club, and said member shall be qualified to hold office in this Club.

(d) A Senior Active member shall pay membership dues.Section

4. Special Membership

(a) Senior Inactive. Any Active or Senior 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 may become a Senior Inactive member of this Club as provided for hereafter. Any Active or Senior Active member of this Club who may qualify as set forth immediately above and who may desire Senior Inactive membership shall make a written request to the Board of Directors of this Club requesting the Board of Directors to elect said member to Senior Inactive membership. The election to Senior Inactive membership of any member who shall meet the foregoing requirements shall be in the sole discretion of the Board of Directors of this Club.

(b) Clergy. Members of this Club who are ordained ministers qualify for Special Membership category.

(c) Non-Profit. Members of this Club who are in an executive position with a non-profit organization may qualify for Special Membership category.

(d) Military. Members of this Club who are commanding officers of area military bases, Naval Reserve Officer Training Corps Units or Chiefs of Staff may qualify for Special Membership category.

(e) Members who qualify for Special Membership shall have full privileges of this Club, except such member shall not be qualified to hold an office in this Club.

(f) Members who qualify for Special Membership in this Club shall pay an annual fee as set forth by the Board and will be responsible for any costs incurred, i.e. luncheons and activities attended.

(g) Members who qualify for Special Membership will not pay initiation fees.

Section 5. Non-Resident Membership

(a) Any Active member of this Club whose permanent residence is located away from Jacksonville, Florida, or whose place of business is located away from Jacksonville, Florida, may become a Non-Resident member of this Club as provided for hereafter.

(b) Any Active member of this Club who may qualify as set forth in sub-section (a) immediately above and who may desire Non-Resident membership shall make written request to the Board of Directors of this Club requesting the Board of Directors to elect said member to Non-Resident membership. The election to Non-Resident membership of any member who shall meet the foregoing requirements shall be in the sole discretion of the Board of Directors of this Club.

(c) A Non-Resident member of this Club shall pay no membership dues, but will be responsible for any costs incurred, i.e. luncheon and activities attended.

Article IV. ADMISSION TO MEMBERSHIP AND RESIGNATION

Section 1.
Active members shall be admitted to membership under the following procedure:

(a) A proposal for membership shall be submitted to the Board of Directors with the Proposal-for-Membership form on which shall appear the endorsement of at least two members in good standing.

(b) Members shall be elected by a four-fifth (4/5) vote of the entire Board of Directors.

(c) Upon favorable action by the Board of Directors, the new member shall be personally notified concerning the action of the Board and the membership fee shall then be secured.

Section 2.
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 of Directors and become effective when accepted by the Board.

Article V. DISCIPLINE
Section 1.
Any member charged with conduct unbecoming a Meninak and against whom such charges are sustained after due and proper hearing before the Board of Directors, may be expelled from membership by a two-thirds (2/3) vote of the Board of Directors. 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 of Directors.

Section 2.
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
Section 1.
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. No person elected shall serve more than one consecutive term for the same office.
Section 2.
Each officer shall be an Active or Senior Active member in good standing.

Section 3.
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.

Section 4.
The duties of the officers shall be as follows:

(a) The President shall be the executive officer of this Club and shall preside over all meetings of the Club and the Board of Directors. 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.

(b) 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 of Directors 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.

(c) The Secretary shall keep the records of membership, attendance, membership fees and dues, and minutes of the meetings of the Club, Board of Directors and committees. The Secretary shall present all bills, within the budgetary limitations approved by the Board of Directors to the Treasurer for payment. Any other bills will first be presented to the Board of Directors 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 shall submit a report to the Annual Meeting of the Club and at such other times as the President or the Board of Directors may require.

(d) The Treasurer shall receive from the Secretary all funds paid to the Club and shall disburse same on order of the Board of Directors. The Treasurer accounts and books shall at all times be open to the inspection of the President, the Board of Directors and any authorized auditors. The Treasurer shall make a report at the Annual Meeting of the Club and at such other times as the President or Board of Directors may require.

Article VII. BOARD OF DIRECTORS
Section 1.
The Board of Directors shall consist of the officers and six (6) elected Directors. The Immediate Past President shall be an ex-officio member of the Board.

Section 2.
Each Director shall be an Active or Senior Active member in good standing.

Section 3.

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 of Directors shall determine the policies and activities of the Club, elect and discipline members, take counsel with committees and have general management of the Club.

Section 5.
At the beginning of each fiscal year, the Board of Directors 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 of Directors.

Section 6.
The Board of Directors shall meet no less often than every other month at the call of the President. At the discretion of the Board, the committee chairman shall meet with the Board of Directors in joint session.

Article VIII. COMMITTEES
There shall be the following standing committees:

· Membership
· Laws and Regulations
· Program
· Publicity
· Activities
· Youth Scholarships
· Charity Project
· and other committees as the President deems necessary.

Section 2.
Except as provided in Article IX, Section 10, each standing committee shall be composed of three (3) or more members and shall serve for one (1) year, commencing on the first day of January. The chairman 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 chairman. Each committee shall be responsible to the President and shall make such reports as the President may direct.
Section 3.
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

Section 1.
The Committee on Membership shall consider proposals for Active, Senior Active, Senior Inactive and Non-Resident membership and shall submit only its favorable recommendations to the Board of Directors. The committee shall prepare and keep up to date a list of the business, institutional and professional occupations represented in the territorial limits of the Club and shall devise ways and means of maintaining an adequate membership of such standards as are provided in these By-Laws. The President shall appoint the chairman of this committee who shall appoint not less than two additional members of the Club.

(a) The Committee on 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.

(b) The Committee on Membership Expansion 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.

Section 2.
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 of Directors before action is taken by the Club.

Section 3.
The Committee on Programs shall arrange a program for every meeting of the Club as far in advance as possible, cooperating with the Board of Directors and other committees of the Club to the end of diversifying the programs and coordinating them with the Club activities.

Section 4.
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.

Section 5.
The Committee on Activities shall arrange, and be in full charge of, all social functions.

Section 6.
The Committee on Youth shall be responsible for recognizing the leadership potential of our youth and encouraging their continued education through grants.

Section 7.
The Charity Projects Committee shall be composed of 18 members, 6 of whom are appointed each year by the President for terms of 3 years each. Three of the members appointed shall have been members of the Club for less than 10 years and three of those appointed shall have been members of the Club for 10 years or more. The 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 of Directors 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 Duval County area. A vehicle will not qualify as a capital project eligible for funding from the Meninak Charity Foundation.

"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.

Article X. MEETINGS

Section 1.
The Club shall hold a weekly meeting on such day and at such time and place as shall be determined by the Board of Directors, unless the membership is notified to the contrary. It may hold such other meetings as the Board of Directors or membership may desire. The regular weekly meetings shall not be more than one (1) hour, except on special occasions as approved by the Board of Directors.

Section 2.
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

Section 1.
The election of officers and Directors, except the Secretary and the Treasurer, shall be held at the Annual Meeting.

Section 2.
The Immediate Past-President is chairman 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.

Section 4.
Voting shall be by ballot. Only members present and in good standing may vote.

Section 5.
The nominee for each office receiving the majority of votes cast shall be declared elected.

Section 6.
The President shall appoint a Secretary and a Treasurer within one (1) month after the Annual Meeting.

Section 7.
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 of Directors.

Article XII. PUBLIC ACTIVITIES

Section 1.
The Club shall seek discussions at its meetings and keep its members informed on all questions of public importance including any proposed legislation affecting the community, state or nation.

Section 2.
The Club, shall not give expression by any means to the Club's attitude on public questions and proposed legislation.

Section 3.
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 FeeThe initiation fee shall be determined by the Board of Directors and shall be paid at the time a new member is received into the Club.

Section 2.
DuesThe annual dues shall be an amount determined by the Board of Directors.

Section 3.
Non Payment - WaiverThe Board of Directors shall expel any member whose indebtedness to the Club are in arrears, unless the Board 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

Section 1.
The fiscal year of the Club shall begin on the first day of January of each year.

Section 2.
The budget of estimated income and expenditures shall be adopted in accordance with the provisions of Article Vll., Section 5.

Section 3.
The Board of Directors shall determine the official depository or depositories.

Section 4.
In case of the inability of persons designated to sign checks to perform their functions, the Board of Directors 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.