THE CONSTITUTION OF THE SOUTH BAY CHINESE CLUB
 
(Revised and adopted by the Board of Directors on June 22, 2017

 

ARTICLE I
Name and Purpose

Section A:

The name of this organization shall be the South Bay Chinese Club, hereinafter referred to as “The Club”.

Section B:

We, the residents in the South Bay Area, recognizing the need to preserve the culture and customs of the Chinese heritage, to foster and encourage better understanding of civic responsibilities and the American way of life, and to promote the general welfare of the community, do establish this organization.

 

ARTICLE II
Membership

Section A:

Membership in this organization shall be limited to persons who have paid annual dues or lifetime membership dues and who have agreed to comply with and abide by the Constitution and By-Laws of this organization.  Annual or lifetime honorary memberships may be granted by a majority vote of the Board of Directors.

Section B:

Admission to membership shall be made without regard to religious, political or fraternal affiliations which the applicant may hold or have previously held.

 

ARTICLE III
Officers and Board of Directors

Section A:

The administrative duties of the organization shall be vested in a President, a Vice-President, a Secretary and a Treasurer. These officers shall constitute the Executive Board.

Section B:

The legislative powers shall be vested in a Board of Directors. This Board shall consist of the President, the Vice-President, the Secretary, the Treasurer, six (6) Directors and the immediate past President of the Club. If a vacancy occurs, the President shall appoint a replacement with the approval of the Board.

Section C:

The Board of Directors shall meet in legislative session not less than six (6) times per year. Additional Board meetings may be held upon the call of the President or upon the written request of ten (10) or more members of the Club. Meetings of the Board of Directors shall be opened to any and all general membership of the Club.

Section D:

The quorum necessary for the Board of Directors to conduct legislative business shall be a majority of the members thereof.

Section E:

Upon three (3) consecutive absences from the Board meeting, without cause, a Board member shall be replaced. The President shall appoint a replacement with the approval of the Board.

 

ARTICLE IV
Duties of Officers and Directors

Section A:

The President shall preside at all meetings and functions of the general membership and at all meetings of the Board of Directors unless otherwise provided, exercise general supervision over the affairs and activities of The Club, provide for the agenda and suitable programs for general membership meetings, represent The Club and act as official spokesman in contact with other groups, activities, agencies or organizations.

Section B:

The Vice-President shall act in the place of the President when the President is absent or incapacitated, assume the full duties of the President for the balance of his term when a vacancy occurs, and perform such other duties as may be assigned from time to time by the President or by the Board of Directors.

Section C:

The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors, maintain custody of the official Club records, handle all correspondence, perform all duties incident to the office of the Secretary and such other duties as may be assigned from time to time by the President or by the Board of Directors.

Section D:

The Treasurer shall serve as custodian of all funds of The Club, maintain a current account thereof, and deposit in the name of The Club the said funds in a bank designated by it. The Treasurer may co-sign checks with either the signature of the President or Secretary and shall have custody of all titles, deeds, bonds, stocks, notes, and other evidence of business and investments. The Treasurer shall have charge of all the books of account in which are available for examination by any member at any time. The Treasurer shall collect all fees, dues, assessments and other accounts, receive all income of The Club, close the account once a month prior to the Board and/or general membership meeting, and perform such other duties as may be assigned from time to time by the President or by the Board of Directors.

Section E:

The Directors shall, in legislative session, act as counsel to the officers, help formulate policies and appropriate funds as members of the Board of Directors; and in general, contribute service wherever needed to promote or implement the ideas as set forth in Article I, Section B of this Constitution.

 

ARTICLE V
Elections

Section A:

A Nomination and Election Committee of five (5) members shall be responsible for the preparing a list of qualified nominees and conduct the election.  The Nomination and Election Committee shall be formed within thirty (30) days after the November Board of Directors meeting when the President Elect has been selected.  The outgoing Past President and the President-Elect shall be members of the committee and shall be responsible for appointing the remaining three (3) committee members. Election shall be held either by online voting or by paper ballot sent out at least thirty (30) days prior to the general meeting in May. Returns are to be tabulated by the committee members for the presentation to the membership at the general meeting in May.

Section B:

The Nomination and Election Committee shall compile a list of a maximum ten (10) club members in good standing and committed to serve on the Board if elected as the slate of nominees with the following exceptions:

1.    The outgoing Past President, who may be excluded from the slate for three (3) years upon his/her request but must be off the slate for at least one (1) year.

2.    The outgoing officers and directors, who may be excluded from the slate for up to two (2) years upon their request. Those serving for less than the full two-year term may be excluded from the slate for one (1) year upon their request.

Section C:

The ballot shall list the slate of nominees in alphabetical order. The number of votes to be cast shall not exceed the number of vacancies on the Board.

Alternating annually five (5) directors one year and four (4) directors the next year, beginning with the 1971 election shall be elected to serve for a two-year term with the exception that the ballot may include a director for a one-year term when such a vacancy occurs on the Board.

Section D:

The returns shall be tabulated and a list of names shall be compiled with the members receiving the highest total number of votes on top.

Vacancies on the Board will be filled from the top of the list and those members so selected will be designated as an elected director. Two-year term directors are to be filled prior to one-year term directors.

A member whose spouse is an incumbent director or is designated an elected director may request to be waived from consideration.

Section E:

The Board of Directors thus constituted shall consist of a President, a Past President and nine (9) directors. The outgoing President shall automatically serve on the Board of Directors as Past President until displaced by the subsequent outgoing President. The Board of Directors shall elect among the directors during a joint Board meeting scheduled subsequent to the general meeting in May a Vice-President, Secretary and a Treasurer.

In November the Board of Directors shall elect among its directors a President-Elect who shall become the President for the coming year. The President-Elect shall hold director standing only on the Board of Directors. If one of the Executive Board members becomes the President-Elect, the President will appoint a replacement with the approval of the Board of Directors.

 

ARTICLE VI
Meetings

Section A:

There shall be a minimum of two (2) general meetings per year as designated in the By-Laws. Additional general meetings may be held upon call of the Board of Directors or written request of ten (10) or more members of The Club. Written notice shall be sent to all members at least ten (10) days prior to the meeting.

Section B:

Ten (10) percent of the members in good standing, including officers and directors, shall constitute a legal quorum to conduct business.

 

ARTICLE VII
Removal from Office or Membership

Section A:

Officers and Directors shall be subject to removal for malfeasance, misfeasance or non-feasance of office, provided that ten (10) general members in good standing shall have preferred charges in writing against the officer and/or director and presented such charges to the Board of Directors. After careful investigation, the Board of Directors upon a two-third vote of all Board members, shall present the changes to the general membership in open hearing. When all evidence has been presented, shall receive the accused officer or director of his duties and rank.

Section B:

A member may be removed from the roster for cause or action deemed contrary to the best interest of the organization. The procedure for removal from membership shall follow the same course provided for in Section A above.

 

ARTICLE VIII
Revenue, Expenditures and Budget

Section A:

Annual dues or lifetime membership dues shall be collected from each member and the amount shall be determined in accordance with the By-Laws of the Club.

Upon recommendation of the Board of Directors and approval by the general membership additional funds may be raised by whatever means deemed necessary.

Section C:

Expenditure requests that exceed one thousand dollars ($1,000.00) and are not in the members approved annual budget in September must be approved by the general membership at the next available general membership meeting.

Section D:

Officers, Board of Directors, Standing Committees, and other Ad Hoc Committees shall submit their annual budgetary requests that cover expenditures from October of current year to September of the next year at the August Board of Directors meeting for approval.  Upon approval by the Board members, the budget request shall be submitted for member’s approval at the General member meeting in September.

 

ARTICLE IX
Standing Committees

Section A:

The Chairperson of the four (4) standing committees shall be appointed by the President with the approval of the Board of Directors.

Section B:

The names of the four standing committees shall be:

1.        Membership
2.       Social
3.       Service/Cultural
4.       Ways and Means

Section C:

Special committees, when deemed necessary, shall be appointed by the President with the approval of the Board of Directors.

 

ARTICLE X
Amendments

Section A:

The constitution of the organization shall be subject to amendment at general meetings, provided that the Board of Directors shall have approved the proposed amendments by a two-third vote, and provided further that the general membership shall have been informed in writing of the proposed amendment at least thirty (30) days prior to the general meeting.

Section B:

The affirmative vote of two-thirds of the general membership at a general meeting shall be necessary for the adoption of any amendment to the constitution. Amendments shall become effective immediately upon adoption.