THE FRIENDSHIP FORCE OF SOUTHERN OREGON
ARTICLE I: Name
The name of the organization shall be the FRIENDSHIP FORCE OF SOUTHERN OREGON (hereafter referred to as the Club) with the name being written in proper sequence with no deviations. This name shall not be changed unless permission has first been obtained from Friendship Force International, hereafter referred to as FFI.
ARTICLE II: Purposes
The purpose of the Club shall be:
- To provide leadership and support of the cultural exchange program,
- To provide continuity of Friendship Force activities through educational and cultural means,
- To increase program awareness by disseminating information to Club members and to interested persons in the community,
- To recruit members and maintain an active membership file,
- To provide an orderly means of assembling and retaining pertinent records for use in the establishing and assisting Exchange Committees.
This Club is not organized and shall not be operated for pecuniary gain or profit. No part of the property of the Club and no part of its net earnings shall inure to the benefit of any private individual. This Club shall never be authorized to engage in a regular business of a kind ordinarily carried on for profit or in any other Club activity except in furtherance of the purposes stated above for which the Club is organized. The Club shall never engage in propaganda, attempt to influence legislation, or participate in any political campaign on behalf of any candidate for public office, nor shall any part of its property or any part of the income therefrom be devoted to such purpose.
ARTICLE III: Members
Any individual is eligible who supports the goals and purposes of The Friendship Force and is willing to pay the required annual dues and to abide by these bylaws. A member is in good standing after having completed an application form and paying the annual dues. Only Members in good standing shall be entitled to vote and participate in Club meetings.
ARTICLE IV: Board Of Directors
The Board of Directors shall consist of the elected officers of the Club, the present Exchange Directors, Standing Committee Chairpersons, and any additional members appointed by a majority vote of the existing Board. The immediate past President and immediate past Exchange Directors may sit on the Board for one year in an ex-officio capacity. The members of the Board of Directors shall serve for terms as designated by Article VI, Section 1.
The duties of the Board shall be:
- To confirm the Chairperson of the Standing Committee,
- To approve the official depository or depositories for the Club funds and designate persons to sign checks and withdraw funds,
- To prepare a budget for the year,
- To elect a member of the Club to fill an unexpired term of an office or Director,
- To manage the affairs of the Club, and
- To authorize expenditures in excess of one hundred dollars ($100).
Board meetings shall be held when called by the President or any three members of the Board with at least 10 days written notice.
The presence of no less than 4 directors, at least one of which shall be an officer, shall constitute a quorum. Unless a higher vote is specified herein, the vote of a majority of directors present at a meeting at which a quorum is present shall be necessary to constitute the action of the Board. In the best interest of the Club, a Board member may be removed from his or her post by a vote of three-fourths of the voting members of the Board. Vacancies caused by removal or resignation shall be filled by election by the majority vote of the voting Board.
ARTICLE V: Officers
The elected officers of this Club shall be a President, a Vice President, a Secretary and a Treasurer.
The President shall
1. Preside at all meetings of the Club and Board,
2. Serve as liaison with other international organizations and with FFI,
3. Serve as official spokesperson for the Club,Appoint the Chairperson of all Standing Committees, subject to confirmation by the Board,
4. Exercise all powers and perform all duties normally incident to such office,
5. Sign or countersign the withdrawal of the funds of the Club,
6. .Store the official records of the Club including the minutes of the Board and of the Club,
7. Prepare the Annual Report for submission to FFI.
The Vice-President shall
1. Perform all duties and responsibilities of the President in the absence of the latter,
2. Serve on the Membership Committee,
3. Perform such other duties as the Board may authorize.
The Secretary shall
1. Record the minutes of each meeting of the Club and the Board,
2. Send a copy of the minutes to the President, within a week after each such meeting,
3. Keep the records of the Club,
4. Handle correspondence of the Club as directed by the President,
5. Issue all official notices, and
6. Maintain an possession and supervisioninventory over the Property of the Club. This inventory will include a description of the items and their physical location.
The Treasurer shall
1. Collect all monies due the Club,
2. Deposit Club funds in the bank approved by the Board,
3. Keep books of accounts of the Club,
4. Make a Treasurer's report at all meetings of the Club and the Board, with a copy for the Secretary,
5. Sign or countersign withdrawals of the funds of the Club,
6. Arrange for the payment of accounts owed by the Club, and
7. Prepare the books for an auditing committee appointed by the President prior to each annual meeting of the Club.
The Friendship Force Club President-elect or another designated member of the incoming Board should plan to attend the annual International Conference. Wherever possible, the Club treasury will assume the cost of both the travel and conference expenses of the President-elect or other designee. If the Club is unable to bear the full cost of the Conference, the Board may decide the appropriate amount.
All elected officers shall prepare a report for the annual meeting. An annual report shall be submitted to FFI at the end of the Club yearbefore October first of each year.
At the conclusion of the Club year in December, the outgoing Club president shall submit to FFI
1. The names, offices, addresses and telephone numbers of the incoming members of the Board,
2. The total paid memberships and the total membership for the preceding year,
3. A full financial statement (Balance Sheet) for the preceding year,
4. A one-page summary of the highlights of the year in the Club,
5. A list of names, addresses and full payment for subscription fees for those Club members wanting to receive Friendship magazine in the coming year. This list is due at FFI by December 15 in order to assure delivery of the Spring issue of Friendship.
The President-elect shall assure that the annual report from the previous year is filed with FFI. Any property pertaining to the office must be given to the incoming officer within two weeks of assuming office.
ARTICLE VI: Nomination And Election Of Officers And Directors
Candidates for elective Club offices shall be members of the Club in good standing and shall be elected for terms as established by the Board. An officer may succeed him/herself one time in that office. The elected officers shall assume office on January 1.
The election of officers shall be held at the annual meeting. Voting for officers shall be by ballot and shall not be cumulative. Only members present and in good standing may vote. There shall be no voting by proxy. In event of a tie vote, another ballot must be taken. If a quorum is present, the affirmative vote of a majority of the members present shall be required to elect each of the officers. If there is only one nominee for an office, voting for that office may be by voice vote.
At least five (5) weeks prior to the date of the annual meeting, the Board of Directors shall appoint a Nominating Committee. This committee shall consist of five (5) members. The duties of this committee shall be to make nominations, with the consent of those nominated, and to report those at the annual meeting. At the annual meeting, the President shall receive from the floor further nominations with the consent of the nominees.
ARTICLE VII: Committees
Standing Committees shall be
2. Communications (publicity, telephone, newsletter, speakers bureau, etc.),
3. Activities (program, fund-raising events, etc.),
5. Club Historian.
Each Standing Committee Chairperson is responsible for appointing at least three (3) members to the Committee and giving this list to the Secretary. Each Chairperson will make a quarterly presentation to the Board regarding the current status of activities. An annual report shall be prepared for the annual meeting.
Additional Standing Committees may be created by a majority vote of all members of the Board.
Ad Hoc Committees may be appointed by the President or the Board of Directors. They are automatically dismissed after the final report of the Committee.
The term of office of Standing Committee Chairpersons shall be concurrent with the term of the office for which officers of the Club are elected.
ARTICLE VIII: Meetings
The annual meeting of the Club shall be held during the month of October each year at a time and place to be designated by the President. The meeting shall take place in time for the President-elect to attend the International Conference in October. A written notice of time and place of this meeting must be sent to each member at least seven (7) days prior to the meeting. Whenever elections are to be held, the list of nominations pursuant to Article Vii of these bylaws shall be made part of this notice.
Regular meeting of the Club shall be held semiannually or ,quarterly or monthly at dates designated by the Board of Directors.
A special meeting of the Club may be called by the President, any three elected officers, or any fifteen members, with at least one week�s prior written notice to all members. Business mentioned in the notice of the meeting must be conducted. Any other business coming before the meeting may also be considered.
A quorum for the Club meetings shall be fifty-one per cent (51% %) (Number of percentage). Unless a higher vote is specified herein, decision or actions taken or adopted by a majority of the members present and voting at a meeting at which a quorum is present shall constitute the action of the Club.
ARTICLE IX: Finances
The amount of annual dues for the Club shall be determined by two-thirds (2/3) of the Board of Directors. Notice of a change in dues shall be published in the Club newsletter at least one (1) month prior to the date of change. Once a change in dues has been voted on and published, no further increase in dues can be effected during that Club year. Club memberships shall be for the calendar year. Dues are due on January first. Members who have not paid dues by March first shall be dropped from the membership rolls. Members joining after June 30 shall pay fifty per cent (50%) of the annual dues. Two-thirds of the Board of Directors must approve a change in the amount of annual dues. Notice of a change of dues must be published in the club newsletter at least one (1) month prior to the date of change.
Revenue from sources other than dues may be raised as determined by two-thirds (2/3) vote of the Board of Directors.
ARTICLE X: Amendments
These Bylaws may be amended at any regular of special meeting of the Club by a two-thirds vote of those present and voting, provided prior approval has been obtained from FFI and that notice to the amendments has been given either at the previous meeting or sent to each member at least 30 days prior before the meeting.
ARTICLE XI: Rules of Order
These Bylaws shall establish the rules and procedures to apply to the Club. In the absence of a Bylaw rule or procedure "Robert's Rules of Order" shall be the parliamentary authority for all matters of procedure.
ARTICLE XII: Dissolution
In the event of the dissolution of this Club to the extent allowed under applicable law, all of the assets of the Club shall be distributed to the Friendship Force, Inc., a non-profit corporation, provided that the corporation is then in existence and is such a tax-exempt organization. If Friendship Force, Inc., should not be in existence at the time of said dissolution then the assets of the Club shall be sold and the proceeds distributed to another organization organized and operating exclusively for charitable, scientific, literary or educational purposes which shall be selected by the Board of Directors of this Club. In the event that for any reason upon dissolution of this Club the Board of Directors shall fail to act in the manner provided, the assets shall be distributed in accordance with the law governing the distribution of assets of non-profit organizations in the jurisdiction in which the Club is located.
President of the Club