Ridgefield Men's Club

Ridgefield Men's Club ~ Constitution & Bylaws

Article I - Name and Organization

The name of the organization is The Ridgefield Men's Club, a non-profit, unincorporated, voluntary men's group located in Ridgefield, Connecticut, with objectives and organizational structure as described below.

Article II - Objectives

The objectives of The Club are to provide and promote fellowship among the members by sponsoring associations, events, group activities, and information of interest and relevance to enrich the lives of retired or semi-retired senior men of Ridgefield, Connecticut.

Article III - Membership

Membership in the Club may be granted to male residents of Ridgefield CT who express interest in the objectives of the club, and are sponsored by a current member in good standing. There is no requirement of age, or retirement status. Once granted, membership is retained by attending the minimum number of required meetings, and remitting the annual fee. Participation in Club interest groups, or continued Ridgefield residency is not required. The membership shall be limited to 150 active members plus an unspecified number of honorary members who qualify by virtue of being incapacitated physically or medically during their active membership in good standing.

Article IV - Selections, Election, and Terms of Leadership

The officers shall consist of a President, 1st and 2nd Vice Presidents, a Treasurer, an Assistant Treasurer, a Secretary, Assistant Secretary, and a Press/Communications Officer. These offices shall be filled at the Annual Meeting each year, via the nominating and election process described hereinafter, each to serve terms of one year. In order to promote the opportunity for all of the eligibles in the membership to hold executive office, neither the President, the 1st Vice President, nor the 2nd Vice President shall succeed himself in the same office. Neither shall it be construed that there is automatic or courtesy priority for the Vice Presidents to be slated for the next higher office in succeeding administrations, a practice that confines the options of the Nominating Committee and the membership to achieve broad management participation within a reasonable time period. In the case of vacancy in any one of these offices for any reason and at any time between annual meetings, the seat shall be filled by an Executive Committee nominee for the remainder of the unexpired term, requiring Club membership endorsement at the next regular meeting. Should the nomination be contended, the rules governing the conduct of elections at the Annual Meeting shall apply.

The Board of Directors shall consist of nine active members. These seats shall be filled via the nominating and election process described hereinafter. The term shall be for three years with nominations and elections taking place at the Annual Meeting. If a vacancy occurs on the Board of Directors less that sixty days prior to the Annual Meeting, the replacement will await the regular annual nominating and election process at the next Annual Meeting.

If the Directorship vacancy occurs more than sixty days prior to the Annual Meeting then a nominee will be chosen by the Executive Committee and submitted to The Club membership at the next regular meeting for approval. In either case the term for the replacement Director will expire at the date for the expiration of the term of the Director being replaced. There shall be no restrictions as to the number of successive terms that one individual can serve as a Director.

The Executive Committee shall consist of the elected officers together with the Board of Directors, the immediate past President, and chaired by the new President. Its composition will change after each annual election to accommodate newly elected officers and directors.

Trusteeship shall be automatic for any retiring President of The Club upon the expiration of his term. All of the original founding members of The Club still active shall also be Trustees. The term of the Trustees is limited only by ability and willingness of the incumbent to serve. The Office of Trustee is not subject to the Nomination and Election Process.

With the exception of the Nominating and the Executive Committees the Chairmanship of any Committee is by selection of the President and service thereon as Chairman is at his pleasure.

Article V - Leadership and Functions

The leadership of The Club shall be composed of, and the direction of The Club shall come from, the Officers, Directors, Trustees, and Committees, all of whom shall be active paid-up members.

The area of address of each of these leadership segments and their specific duties and responsibilities, among others as may be required from time to time, shall be as follows:
1. Executive Committee: the governing body of The Club, composed of elected Officers and Directors, and the immediate past President. The chief executive and sole governing function of The Club shall be vested in the Executive Committee, convened and chaired by the President.
  1. The Executive Committee, consisting of the elected Officers and Directors, has the power to make all decisions relating to the governance and direction of The Club, including the delegation of decisions or recommendations to task forces, committees or The Club membership as a whole, when deemed appropriate.
  2. The Executive Committee shall review and approve the Interim Annual Financial Report before presentation to the Club Membership at the Annual Meeting.
  3. Excepted from this sole decision and governance power of the Executive Committee are: changes to the Constitution or Bylaws, financial commitments beyond the approved budget, special assessments, dues, and any actions of an unusual nature or major impact or ramification.
  4. In actions and motions taken by the Executive Committee a quorum for conducting the meetings shall be eight (8) members, and in such cases, a majority of five (5) shall be required to pass any motion or endorse the actions. If a quorum of eight is not present, the quorum can be completed by telephone ballot until the required eight votes are received, followed by written confirmation to the Secretary within five (5) days.
2. Officers: week-to-week conduct of The Club activities and affairs, committee and event staffing, funds and records. Officers are chosen annually for a one-year term via the nominating and election process.
  1. The President shall be the Chief Operating Officer of The Club, with powers to appoint Committee heads as stipulated herein, and conduct the meetings and affairs of The Club in keeping with this Constitution and Bylaws. He shall chair the regular meetings, and prepare the meeting agenda with due consultation with the Executive Committee and any Membership input.
  2. The 1st and 2nd Vice Presidents are to serve on the Executive Committee and be available for standing in for the President on occasions where absence, sickness or travel prevails. The order of succession, for such situations only, is the 1st Vice President, the 2nd Vice President, the Secretary and the Treasurer. The Vice Presidents shall serve in key committee chairmanships upon appointment by the President.
  3. The Secretary shall serve on the Executive Committee, and shall maintain a record of elections, appointments, activities, and significant actions and events at both the regular meetings, and the meetings of the Executive Committee, including the record of attendance at such meetings and an appropriate storage place for such.
  4. The Assistant Secretary shall serve on the Executive Committee, be informed of all secretarial affairs by the Secretary, and shall stand in lieu of the Secretary in cases of sickness or other absence. The Assistant Secretary shall have access to Club records for such emergencies.
  5. The Press/Communications officer shall serve on the Executive Committee, and shall be responsible for all News releases and publicity placements, the Monthly Club Newsletter, and advertising or promotional materials and other external communications.
  6. The Treasurer shall serve on the Executive Committee, and shall be the Chief Financial Officer of The Club, with responsibility for Club funds, disbursements, annual membership fees, and access to Club bank accounts. The Treasurer shall prepare and submit to the Executive Committee an Interim Annual Financial Report on the Club's fiscal position as of end of April, with a projection through the end of June of each year. This Interim Annual Financial report and proposed budget for the coming year should be submitted to the Executive Committee for their review and approval by the second regular meeting in May in time for the Annual Meeting. At the Annual Meeting, the Treasurer shall present the approved Interim Financial Report and Approved Budget to the membership.
    
    The Treasurer shall prepare and submit to the Executive Committee a second report, the Annual Financial Report, with the actual year-end fiscal position. An independent audit of this report will be prepared by an auditor, appointed by the President, and presented to the Executive Committee a the same time as the Annual Financial Report. The Executive Committee has the role of review and approval. The results are to be presented to the Club membership as soon as possible.
  7. The Assistant Treasurer shall serve on the Executive Committee, be informed of all Financial affairs by the Treasurer, and shall stand in lieu of the Treasurer in cases of sickness or other absence. The Assistant Treasurer shall have access to Club accounts for such emergencies.
3. Directors: consultation on forward programming and planning; assist to officers when and as needed. Directors are elected for a three-year term at the Annual Meeting via the nominating and election process. Directors are an integral part of the Executive Committee and shall attend the Executive Committee meetings.
4. Trustees: conservators of the objectives and the founding principles of The Club. They shall advise the Executive Committee when they feel such objectives and principles are being ignored or abandoned.
5. Committees: action arm of the officership, to be composed of regularly active standing committees and event or situation-required committees. The Standing Committees, all appointed annually after the seating of the new officers shall be:
  1. The Nominating Committee, consisting of the immediate past President, two Directors designated by the Executive Committee and two active members selected by the President. Members of the Committee will select their own Chairman and develop a slate of officers and directors for submittal to The Club on the second meeting of May of each year. In addition, if a Director is nominated for an office, the nominating committee will nominate an interim director for submittal to The Club at the second meeting of May of each year.
  2. The Program Committee, consisting of a Chairman selected by the President and with membership as required and appointed by the Committee Chairman. This Committee will be in charge of the program portion of each meeting, arranging for guest speakers and other forms of entertainment or activity as deemed appropriate as programs.
  3. The Membership Committee, consisting of a Chairman selected by the President and with membership as required and appointed by the Committee Chairman. This Committee will be responsible for maintenance of The Club Membership, waiting lists and vacancy enrollments, meeting attendance records, and guest admittance to the program portion of each meeting.
  4. The Fellowship Committee, consisting of a Chairman selected by the President and with membership as required and appointed by the Committee Chairman. This committee is charged with keeping The Club aware of members who are sick and arranging for appropriate Club communication and conduct toward such afflicted members.
  5. The Constitution & Bylaws Committee, consisting of a Chairman selected by the President and at least two other active members selected by the Committee Chairman. This Committee shall keep a record of all suggestions and situations that arise during The Club year which would indicate revisions, adjustments, additions, or deletions to the Constitution and Bylaws.
    
    Any such revisions, screened and agreed upon by the Committee, would be prepared for submittal to The Club membership at large by the second meeting of May each year, for approval or disposition at the Annual Meeting in June.
    
    Should the need arise, as determined by the Executive Committee, this process will be followed at anytime during the year, with the same month interval between submission to Club membership and actual voting by members.
  6. The Refreshment Committee, consisting of a Chairman selected by the President and with at least two assistants of record appointed by this Committee Chairman to insure the functioning in case of absences. This Committee is charged with insuring a supply of beverages and snacks for the Coffee breaks and Social gatherings before and during the intermission at each regular meeting.
  7. The Annual Luncheon Committee, chaired by either the 1st or 2nd Vice President as designated by the President and composed of assistants of the Chairman's choice, responsible for the planning and conduct of the Annual Luncheons.
6. The Special Committees and Activity Groups shall include the following;
  1. All special events of a one-time nature, such as the Annual Picnic, special observances or events. The Chairman shall be appointed by the President for the term of preparation and duration of the event with membership as required and appointed by each such Committee Chairman.
  2. Group Activities such as Golf, Bowling, Bridge, Wood Carving, Gourmets, et al, shall select their own leadership, to serve at the pleasure of that group. These are not to be considered as Club Committees but rather as voluntary associations for on-going activities. They shall compose their own schedules and activity programs and shall be self-financed by the group.

Article VI - The Annual Meeting and Club Year

The Annual Meeting shall be the last meeting of June in each calendar year and The Club Year will extend from July 1st through June 30th of the year following. Officers and Directors shall be elected at each Annual Meeting, to be seated for the first meeting in July of each year. The approved Annual Financial Statement shall be presented at this meeting and any changes in The Club Constitution & Bylaws will be approved or rejected.

Article VII - Schedule of Meetings

The Club shall be required to schedule one (1) Annual Meeting each year on the date as specified in Article VI, and at least four (4) Executive Committee meetings each year which shall be convened normally by the President, but can be convened by a majority of the Executive Committee, at time of agreed upon or mutual convenience, or at times required by special situations.

Article VIII - Nominations

The Nominating Committee shall have presented to the membership a slate of candidates for the several Officerships and the expiring Directorships at least two regular meetings prior to the Annual Meeting and such slates shall be communicated to all active members via the regular Ridgefield Men's Club Newsletter at least two weeks prior to such elections.

Article IX - Elections

The election of candidates for Officers and Directors as slated by the Nominating Committee, received as write-ins, or proposed from the floor, will be voted on by the membership present, together with write-in votes received by the Secretary prior to the start of the Annual Meeting. Any nominations from the floor during the Annual Meeting, or any signed write-in nominations received by the Secretary prior to the start of the Annual Meeting, will be recognized as eligible for voting considerations provided each such nomination receives five seconding endorsements at that time, either via members present or by write-ins, in any combination.

Article X - Quorums and Margins Required for Election

The quorum required for validation of the election of Officers and Directors shall be fifty percent (50%) of the active paid-up regular membership, which can be composed of any proportion of members present at the Annual Meeting, plus any and all eligible write-in votes. A quorum shall be mandatory in the voting for Officers, Directors, fees and levies, and Constitution & Bylaw matters. A simple majority of such a quorum will constitute a winning margin in any such voting. Mailed ballots can be a simple letter stating candidate preferences, but must be signed, or a special ballot form prepared by The Club that will also require a signature. Motions on regular business, committee activities, events and any contributions thereto, shall be by vote of the active eligible members present and a simple majority shall suffice as a winning margin.

Article XI - Membership Fees and Eligibility

The membership fee for regular active members shall be payable before July 1st, a rate which can be adjusted each year by recommendation of the Executive Committee and adopted by the voting procedures in Article X. The fee income will be used primarily to finance the refreshments at each meeting, the stationery and postage costs connected with the monthly newsletter, special awards, luncheon guests and charitable donations voted upon by The Club. Neither this fee income, nor any other income, shall be accrued by The Club as profit of built-up surplus, in keeping with our Internal Revenue Service status as a non-profit organization.

Delinquencies in remitting the annual fee beyond July 31st will be construed as a member's desire to surrender his membership and cede his seat to the first applicant on the admissions waiting list. The Executive Committee may waive or modify this requirement in individual cases to accommodate unusual personal circumstances, for example confinement due to sickness.
Annual membership fees are due and payable no later than July 1st of each year. Members admitted after the start of The Club year, July 1st, shall pay the annual fee at a rate pro-rated down for the remainder of The Club year at the rate of twenty five percent (25%) reduction for each full quarter expired; i.e., entry up until October 1, full annual fee; from October 1 to January 1, 75% of the annual fee; from January 1 to April 1, 50% of the annual fee; and from April 1 to July 1, 25% of the annual fee.
It will be the policy of The Club that no applicant or member is denied membership because of inability to pay the annual membership fee.
Attendance at eight (8) regular meetings during The Club year is a requirement to maintain membership. The Executive Committee can waive or modify this requirement in individual cases to accommodate unusual personal circumstances, typically confinement due to sickness.
The Executive and Membership committees shall maintain a chronological waiting list of sponsored prospective members. It will be the responsibility of each Sponsor to obtain clearance from the Membership Chairman for the Sponsor's applicant to attend an RMC program prior to the submission of a signed and dated RMC information form.
Honorary members, as defined in Article III herein, shall not be assessed any membership fees and will be automatically renewed each year in the Honorary Status as long as their physical condition prevails. If an Honorary Member's health situation improves, he may petition the Executive Committee to return to Active Member status. If granted, the Executive Committee will direct the Membership Committee to reinstate the Honoree to the first available Active Membership opening. In the interim, the former Honoree shall not be required to be placed on the Waiting List, as he is currently entitled to participate in all club functions under his Honorary status.

Article XII - Attendance Eligibility

Attendance at regular business meetings of The Club shall be restricted to formally enrolled members in good standing as listed in the latest issue of The Ridgefield Men's Club Official Roster.
Guests and prospective members, while specifically excluded from the business meetings, may attend the program portion of The Club meeting day, and may attend upon specific invitation other Club events and activities, but subject to the approval of the particular activity chairman, and the capacity and facilities of the activity or event location.

END

Revised October, 2007

Countdown to RMC's 25th Anniversary! June 27, 2009
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