COLUMBIA BASIN BADGER CLUB BYLAWS
ARTICLE I
NAME AND PURPOSE
A. Name
The name of this not-for-profit corporation shall be "Columbia Basin Badger Club” (“Badger Club”).
B. Purpose
The corporation is formed and shall operate exclusively for the educational and community enlightenment objectives stated herein. The purpose of the Badger Club is to promote civil discourse by providing provide a community forum for discussion of political and civic issues of substantial interest facing our community, state, and nation. The Badger Club is a non-partisan educational forum that does not endorse any candidate or issue. Its activities shall be nonprofit, nonpartisan, and non-sectarian within the meaning of Section 501(c)3 of the Internal Revenue Code.
ARTICLE II
MEMBERSHIP AND GUESTS
Membership is open to anyone who demonstrates an interest in public affairs. There are two (2) types of membership: regular and honorary. No more than one membership may be held by any one person. Memberships are non-transferable and may not be shared. Each regular member is entitled to one vote. The number of members in the club shall not be limited; nor shall membership be restricted because of gender, race, ethnicity, disability, political affiliation, citizenship, or religious preference.
A. Regular Memberships
Regular voting memberships are conferred on an annual basis and continued in effect so long as the member's dues are current. Regular memberships are available only to individuals, not to corporations or groups.
B. Honorary Memberships
Honorary memberships may be conferred by the Board of Directors (Board) to those special individuals whom the Board feels deserve such recognition. Honorary members are not required to pay dues, and may not vote, but are expected to pay for meals and similar expenses unless the Board makes specific provisions to the contrary.
C. Dues
Memberships shall be for one year. Annual dues shall be payable on or before the last day of the original month of membership and shall be considered delinquent after that date. Dues may be prescribed, altered, or amended by the Board. The Board shall be responsible for maintaining, or causing to be maintained, the necessary records to ensure that delinquencies are identified. Delinquent members shall be notified in writing of their delinquency as soon as practical. Memberships will be automatically terminated if the delinquency is not resolved in a satisfactory manner within 30 days of such notice.
D. Assessments
The Board may, from time to time, determine the type of occasions for which special dues or assessments may be required of members, as well as the amounts thereof. The aggregate amount of special dues or assessments during a fiscal year shall not exceed the amount set for annual membership dues.
E. Guests
Any person may attend meetings of the club as a guest but must pay admission at prices set by the Board. Badger Club events may be opened for non-member questions of any speaker or presenter at the discretion of the President or any Officer. Guests may not vote or participate in any discussion of club business.
F. Membership Application
The Board shall provide for the preparation and processing of membership applications in accordance with and in the spirit of these Bylaws. The Board may decline to accept a membership application by action of a majority of the Board in a duly called and held meeting.
G. Termination of Membership
Membership shall be terminated for any of the following: (a) receipt by the Board of the written resignation of a member; (b) death; (c) failure to pay dues or any special assessment; or (d) for cause (the commission of any act or acts that bring discredit to the Badger Club). However, prior to termination of membership for cause, the member concerned has the right to a hearing before the Board. Further, such member shall be provided, at least fifteen (15) days before any such hearing, a written Bill of Particulars stating the reason(s) for seeking termination of membership. Membership may be terminated for cause by action of a majority of the Board in a duly called and held meeting. Membership dues shall be prorated and returned to any member whose membership is terminated. The Board’s decision on termination of membership shall be by majority vote and shall be final.
ARTICLE III
BOARD OF DIRECTORS
The business and activities of the Badger Club shall be governed by rules and policies established by a Board which shall be elected from Badger Club membership. The Board shall adopt and publish such rules of procedure as are necessary to carry out annual elections for both Board membership and officers. The Board, as the policy making body of the Badger Club, is also responsible for adopting such other rules of procedure as are necessary to fulfill the goals and objectives of the organization in accordance with these Bylaws. Action of the Board may be taken without a meeting, provided that a majority of members of the Board shall individually or collectively consent in writing or via email to such action in accordance with the provisions of these Bylaws.
A. Board of Directors
The Board shall consist of no fewer than ten (10), nor more than twenty (20) members. Elections will be held annually with those elected to serve three (3) year terms. Terms shall be staggered. No member shall serve more than two (2) consecutive three (3) year terms. Board members shall serve without compensation.
B. Conflicts of Interest
Any Board Member having an actual or apparent conflict of interest in hiring, purchasing, or other decisions by the Board shall announce that conflict prior to debate or discussion. A majority of other Board Members in attendance may, by majority vote, require that the member with a conflict refrain from voting on that issue.
C. Board Vacancies
Board vacancies shall be filled by the President with the consent of the majority of the Board. The person elected shall serve the remainder of the calendar year. That person will then be eligible for election to two full three-year terms.
D. Meetings
The Board shall meet at least quarterly, or at the call of the President, to attend to the business of the Badger Club. The Secretary shall cause meeting notices to be provided to each Badger Club Board Member at least five (5) days in advance of the date of the meeting. All Board meetings shall be open to the membership.
E. Attendance
Two unexcused absences from Board meetings in any 12-month period may be grounds for dismissal from the Board. The Badger Club Secretary is responsible for maintaining attendance records and for initiating appropriate warnings. Board members who will be absent from any duly called or regularly scheduled meeting must notify either the Secretary or President of the absence prior to the meeting in order to secure an excused absence.
F. Adoption of Standing Orders
Proposed rules for governance of the activities of the Badger Club may be adopted by the Board upon simple majority vote. Such rules and pertinent portions of Board minutes shall be shared with members in a timely manner by the Secretary.
G. Voting
Board meetings may be conducted in person or by telephone, email, electronically, or a combination thereof as needed. The Secretary shall record the minutes and any votes. The method of voting shall be determined by the President with the agreement of Board members present. Voting during virtual Board Meetings will be conducted as follows: The President will restate the motion, mentioning the maker and second. The chair will ask for objection, then wait for a response. If there is none, the President shall declare the motion has passed unanimously. In the event there is an objection, the President will ask the Secretary to call the roll and each member will vote yes or no. The President’s vote will be counted. In the event of a tie, the motion will be considered NOT PASSED.
H. Board Meeting Quorum
A quorum shall be considered as at least half of the elected Board attending any duly scheduled or called meeting. No decisions may be made in the absence of a quorum.
ARTICLE IV
OFFICERS
There shall be up to six (6) officers of the Badger Club who will be elected for one-year terms by the Board from among Board membership at the first meeting following the club’s Annual Meeting, at which the outgoing President shall preside. There shall be no limit to service save those imposed by term limits on Board service. The officers may include the President; Vice President for Marketing; Vice President for Programs;
Vice President for Operations; Secretary; and Treasurer. These officers constitute the Executive Committee.
Officers shall perform all customary duties and responsibilities of such officers, including those assigned in these Bylaws, applicable statutes and regulations, and directions of the Board.
The Board may create and appoint such club officials as may, from time to time, serve the purpose of the Badger Club, including a Historian. Such club officials may be appointed ex-officio members of the Board and may participate in Board discussions but have no vote on Board matters. Such appointment is at the discretion of the Board.
A. Succession
In the event of the temporary or permanent absence of the President, or their inability or unwillingness, for whatever reason, to carry out the responsibilities of the office, succession shall be as follows, the Vice President for Operations, then Vice President for Programs, then Vice President for Marketing, then Secretary, then Treasurer. In the event the President’s absence or inability is found likely to be, or to become, lengthy or permanent, the Board shall declare the office vacant and elect a replacement as prescribed under Article V relating to Nominations and Election.
B. Tenure
All officers and members of the Board shall serve until such time as their duly elected successors have been elected and installed. Vacancies will be filled in the manner described in Article V.
C. Secretary and Treasurer
Due to the special nature of their duties and the need for continuity, the Secretary and Treasurer may continue in office as Ex Officio members of the Board, subject to appointment by the President and approval by a majority of the Board.
D. Executive Committee
The President, together with the other officers, acting as Executive Committee, may take actions on behalf of the Badger Club that they, in good faith, believe necessary. A report of such actions will be made to the Board not later than its next meeting and are subject to final approval by the Board.
E. Committees
The President may from time to time create or dismiss any other committees necessary to fulfill the needs of the Badger Club. Appointment to and tenure on such committees are at the pleasure of the President. However, the Board may prescribe, limit, or enlarge the functions and duties of such committees.
ARTICLE V
NOMINATIONS AND ELECTIONS
A. Nominating Committee
At least 60 days prior to the annual meeting, the President, with consent of the Board, shall appoint a Nominating Committee consisting of no fewer than three members in good standing, chaired by a member of the Board. This committee shall, at least 30 days prior to the annual meeting, submit a written report to the President, and to the Board, declaring the number of Board members to be elected, along with the names of persons they recommend. All nominees must be members in good standing of the Badger Club and must have agreed to stand for election. The Nominating Committee, with consent of the Board, shall determine the number of positions to be filled consistent with Article III, Section A.
B. Notification to the Membership
Upon receipt of the report of the Nominating Committee, the President, without alteration or amendment, will cause the publishing of the nominations to the general membership at least two weeks prior to the Annual Meeting. Posting on the official Badger Club website shall be considered sufficient publication.
C. Additional or Self-Nomination
Additional nominations, including self-nominations, must be received by the Secretary at least one week before the Annual Meeting. Such nominations must be presented to the membership by posting on the website and email distribution no fewer than three days before the Annual Meeting. No nominations may be made from the floor during the Annual Meeting.
D Board of Directors Election
At the Annual Meeting, the President shall present the names of the nominees. If there is only one nominee per position, the President may call for a motion that a unanimous ballot be cast. If there is more than one nominee for any particular position, a show of hands shall determine the outcome.
E. Election of Officers
The new Board shall take office at the next regular or special Board meeting after the Annual Meeting. Officers shall be elected at that time to take office immediately and serve until the meeting following the next Annual Meeting.
ARTICLE VI
MEETINGS and PROGRAMS
A. Annual Meeting
All members of the Badger Club shall be invited to attend the annual meeting. To the extent possible, the Annual Meeting shall be held in January. The President shall cause a meeting notice to be provided to each member, in such a manner as to provide a minimum of two weeks notice.
B. Annual Meeting Agenda
At the Annual Meeting, each Badger Club officer shall be expected to make a brief report on their office, covering the events of the year, the financial status, and other issues for the good of the order. Following such reports, there shall be held the elections referred to in Article V.
C. Special Meeting
Special meetings of the Board or the Badger Club membership may be called as follows:
1. Board of Directors Special Meeting
The President may call a special meeting of the Board at any time for any significant matter with at least five (5) days notice; however, in an emergency, 24 hours notice shall be given. Special Meetings of the Board may also be called by four (4) or more members of the Board, upon written petition, provided that notice is given to all Board Members at least five (5) days in advance of the proposed meeting. Such notice shall clearly state the purpose for which this special meeting is being sought. At least half of the Board members must be present to constitute a quorum for Special Board Meetings. Special meetings may be closed to membership with a roll call vote agreed to by a quorum.
Special meetings may be conducted electronically. All voting during such a meeting shall be conducted by roll call with the Secretary or designee responsible for maintaining a record of votes cast.
2. General Membership Meeting
The President or a majority of the Board may call a meeting of the general membership as either deems necessary. The meeting notice shall contain a clear expression of the purposes of the meeting. The Board, if presented a written petition signed by at least ten (10) regular members in good standing, shall call a meeting of the general membership. The petition shall contain a clear expression of the purposes of the meeting.
D. General Membership Meeting Quorum
When notices have been provided to the membership in the manner established herein, those present at the meeting shall constitute a quorum and a majority of those present may take official action provided that at least one officer and two Members of the Board are present.
E. Rules of Order
In so far as they are not in conflict with these Bylaws or with other legal requirements, the presiding officer shall determine rules of order to govern Badger Club business in any meetings.
F. Standing Rules
The Board is empowered to create and publish any standing rules necessary to conduct Badger Club programs and events. These rules may establish conditions for the handling of campaign literature, documents, publications, banners, media coverage and other items related to good order.
G. Program Committee
The Program Committee shall be appointed by the Vice President for Programs as described in Article IV. The committee, which will serve at the pleasure of the Vice President for Programs, shall create, and maintain a meeting calendar and shall identify, seek out, and schedule timely speakers, debates, and discussions under the rules and conditions adopted by the Board.
H. Marketing
The Marketing Committee shall be appointed by the Vice President for Marketing as described in Article IV. The committee, which will serve at the pleasure of the Vice President for Marketing, is responsible for marketing of the club and its programs, including news releases, advertisements, and speaker’s bureau; media and community relations; website development and maintenance; and recruitment.
I. Operations
The Operations Committee shall be appointed by the Vice President of Operations as described in Article IV. The committee, which will serve at the pleasure of the Vice President of Operations, may include a designated office/website administrator with duties assigned by the Vice President of Operations.
The VP of Operations will work closely with the Club President and VP for Programs to ensure all technical needs of the program presenters are met. The VP of Operations shall provide strategies and recommendations to meet the Club goals in the areas of Program and Marketing.
The Operations Committee is responsible for maintaining the Club’s membership rolls and conducting all Club transactions with members including billing and payment of dues and maintenance of records. The Operations Committee will conduct on-site registration at events and management of the registration desk as needed.
J. Audit
The Audit Committee shall be appointed by the President and will be responsible for review of financial records. It shall meet at least once each year, 60 days prior to the Annual Meeting and report its findings to the Board and membership by posting them on the Badger Club website.
ARTICLE VII
EMPLOYEES
The Board may employ such person or persons as may be required to carry out the functions of the Badger Club on a full-time, part-time, or contract basis. Duties, title, compensation, and emoluments of such employee(s) shall be carefully spelled out in a resolution approved by the Board authorizing the employment. Any person employed by the Board under this Article may not be a voting member of the Board. [Deleted because every member of the Executive Committee is a Member of the Board.] Any person employed by the Badger Club in this capacity shall report to the President or other appropriate officer all information relating to the business and financial affairs of the Badger Club, including but not limited to detailed financial transaction with bank reconciliations and current membership lists at each Board meeting. Any such items will be subject to review by the Executive Committee.
ARTICLE VIII
AMENDMENTS
Amendments to these Bylaws can be adopted only when approved by sixty percent (60%) of the Board members present at regular or special meeting following a meeting at which they were originally presented for consideration. Amendments to the Bylaws will be posted on the Badger Club website at least 30 days prior to their original presentation to the Board for consideration. Bylaws may be proposed for adoption at any meeting of the Board.
ARTICLE IX
FISCAL MATTERS
A. Fiscal Year
The fiscal year shall begin January 1 and end December 31.
B. Financial Management
The Board shall adopt such rules and procedures as may be required by their good judgment and recognition of their fiduciary responsibilities to the members of the Badger Club. In all fiduciary matters, the Badger Club will operate under the requirements of 26 USC §501(c)3 of the Internal Revenue Code.
The Board is empowered to establish signature requirements for checks, banking, and investment, and other matters relating to the fiscal health and welfare of the organization.
Any loan or encumbrance must be approved by at least 60% of the Board membership and is limited to items necessary for the effective operation of the corporation.
C. Earnings
No part of the net earnings of the Badger Club shall inure to the financial benefit of, or be distributed to its members, directors, or other private persons, except that the Badger Club shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions as outlined in Article IX, Section D.
D. Dissolution
In the event that, either by decision of the membership or the Board, or by outside forces, this organization ceases to exist, the Board shall distribute any and all net proceeds, after payment of legitimate claims against the Badger Club, to one or more local nonprofit funds, foundations, or organizations recognized by the U.S. Internal Revenue Service under 26 USC §501(c)(3), and also meeting the requirements for a nonprofit corporation under the laws of the State of Washington.
First reading on _August 9, 2022__.
Approved by vote of the Board, on _September 13, 2022.
Attest:
Bernie Saffell
Board Secretary