ARTICLE I: Name, Location, Purpose and Membership
Section 1. The name of this corporation shall be COLUMBUS CLUB OF ARLINGTON, INC., and hereafter referred to as the Corporation.
Section 2. Its principal office shall be located at 5115 Little Falls Road, Arlington , Virginia .
Section 3. The purpose for which the Corporation is established includes, among other objectives, the promotion of charitable, spiritual, educational, recreational, and community interests and to maintain and operate the real and personal properties located at 5115 Little Falls Road for the membership of Edward Douglass White Council No. 2473, Knights of Columbus, hereafter referred to as the Council.
Section 4. Each member in good standing of the Council shall be a member of the Corporation. The loss of membership in the Council shall terminate membership in the Corporation.
Section 5. Each member of the Corporation shall maintain his membership by the payment of annual dues in the amount of thirty dollars ($30.00) which shall be payable in advance on a quarterly basis. Effective with the 2002 fraternal year, this amount will increase annually by 4.0% rounded up to the nearest whole dollar. For the purpose of this section, the Financial Secretary of the Council is designated Financial Agent for the Corporation and is hereby authorized to act for and in the name of the said Corporation in all matters pertaining to the collection of dues owed to the Corporation. The remuneration to the Financial Agent from the Corporation shall not exceed 8% of the annual dues collected on behalf of the Corporation.
Section 6. Members in good standing of other Knights of Columbus councils are eligible to be associate members of the Corporation. Each associate member shall maintain his membership by the payment of such annual dues as established by the Board of Directors. Associate members shall not be eligible to vote or hold positions on the Board of Directors.
ARTICLE II: Meetings of the Membership of the Corporation
Section 1. The annual meeting of the Corporation shall be held immediately following the first regular business meeting of the Council in January of each year. In the event of cancellation due to inclement weather, the annual meeting shall be held immediately following the second regular business meeting of the Council in January. At such annual meeting the members of the Corporation shall elect Directors to serve until their successors shall be elected, and shall transact any other business as properly may come before such meeting.
Section 2. A general meeting of the membership of the Corporation shall be held immediately following the first regular business meeting of each month of the Council. In addition to such other business as may properly come before the meeting, the minutes of the immediately preceding meeting of the Board of Directors of the Corporation shall be read at each general meeting of the Corporation.
Section 3. Special meetings of the Corporation shall be held at its principal office and may be called at any time by the Grand Knight or President, or by a majority of the members of the Board of Directors, or shall be called by the President whenever so requested in writing by thirty (30) members of the Corporation. No business except that contained or expressed in a call for a special meeting shall be transacted.
Section 4. Notice of time and place of all annual and special meetings of the Corporation shall be mailed by the Secretary to each member of said Corporation at least eight days prior to the date thereof. Provided, however, that publication of the notice of such meeting in the Council's publication, if mailed at least eight days prior to such meeting, shall constitute proper notice of such meeting.
Section 5. The President shall preside at any meeting of the Corporation.
Section 6. At any meeting of the Corporation every member in attendance shall be entitled to one vote, which shall be cast by him in person.
Section 7. A quorum for the transaction of business at any general meeting of the Corporation shall be 25 members. A quorum for the transaction of business at the annual meeting or any special meeting of the Corporation shall consist of 5% of the members of the Corporation, who shall be present, in person, provided however, that the members present of any meeting of the Corporation, although less than a quorum, may adjourn the meeting to a future time.
ARTICLE III: Directors, Officers and Elections
Section 1. The business and the property of the Corporation shall be managed by a Board of Directors, all of whom shall be members in good standing of the Corporation. Any decision regarding management or compensation which are considered a conflict of interest will require the relevant individual to abstain from his vote. The Directors of the Corporation shall serve without compensation.
Section 2(a). The Board of Directors provided for in Section 1 of this Article shall consist of twelve directors, including the Grand Knight and Deputy Grand Knight of the Council who shall serve on the Board solely by virtue of their offices. The elected directors shall serve for a period of two years or until their successors have been duly elected, and shall be chosen by a plurality vote. Five directors, exclusive of the Grand Knight and Deputy Grand Knight, shall be elected at each annual meeting of the Corporation, provided that all incumbent directors shall serve out their full two year terms.
Section 2(b). Any vacancy in the elected members of the Board of Directors shall be filled for the remaining portion of the year in which the vacancy occurs, after notice to the members, by election at the general meeting next succeeding the general meeting at which the vacancy was announced.
Section 2(c). Any ballot containing more votes than the total number of Directors to be elected shall be void.
Section 3. The officers of the Corporation shall consist of a President, Vice-President, Secretary, Treasurer and an Assistant Treasurer, who shall serve without compensation, and who shall be elected from among the Directors for a term of one year by a plurality vote of the Directors at the first meeting of the Board of Directors following the annual meeting of the Corporation. The Grand Knight shall preside at such meeting of the Board of Directors until a new President has been elected. A vacancy in an elective office shall be filled for the remainder of the term by plurality vote of the Directors at any regular or special meeting of the Board of Directors.
Section 4. The President shall preside at all meetings of the Board of Directors. He shall exercise general supervision over the affairs of the Corporation. He shall execute written instruments and contracts of the Corporation, and shall, at the March general meeting of the Corporation, submit and read a profit and loss statement of the total income and expenses of the Corporation for the preceding calendar year, together with a current report of the general financial condition of the Corporation, and shall perform such other duties as are incidental to his office.
Section 5. The Vice-President, in absence or incapacity of the President, shall perform all the duties of the President in addition to the duties delegated to him by the President.
Section 6. The Secretary shall issue notices of all meetings of the Corporation and Board of Directors and shall attend and keep the minutes thereof; shall have custody of all Corporate books, records and papers; shall be custodian of the Corporate seal; shall attest by impression of the Corporate seal the execution by the Corporation of all written contracts and other instruments; and shall perform such other duties as are incidental to his office.
Section 7. The Treasurer shall have custody of all money and securities of the Corporation and shall give bond in such sum and with such surety as the Board of Directors may require conditioned upon the faithful performance of the duties of his office. In no case shall said bond be in an amount less that $5,000. He shall sign all checks of the Corporation, shall keep regular books of account and shall submit them, together with all his vouchers, receipts and other papers, to the Board of Directors as required and shall perform such other duties as are incidental to his office.
Section 8. The Assistant Treasurer, in the absence or incapacity of the Treasurer, shall perform all the duties of the Treasurer.
ARTICLE IV: Rules and Procedures
Section 1. The regular meeting of the Board of Directors shall be held in the principal office of the Corporation on the fourth Tuesday of each month at a time to be determined by the majority of the members of the Board of Directors, except December, when it shall be on the third Tuesday. Provided, however, that whenever such day shall fall on a legal holiday, the meeting shall be held on the next succeeding business day.
Section 2. Special meetings of the Board of Directors of the Corporation may be called by the President, or by a majority of the members of the Board.
Section 3. A quorum for the transaction of business at any regular or special meeting of the Board of Directors shall consist of a majority of the members of the Board, but the Directors present at any regular or special meeting, though less than a quorum, may adjourn the meeting to a future time.
Section 4(a). An officer or Director of the Corporation may be removed from office, for cause, by a majority of the members of the Corporation present and voting at a special meeting of the Corporation called for that purpose or at any annual meeting of the Corporation.
Section 4(b). Any member of the Board of Directors, who has missed three consecutive regular meetings of the Board shall forfeit his right to hold office and the President shall declare the office vacated, unless by a vote of the majority of the Board of Directors present and voting at the third meeting, he is permitted to remain in office.
Section 5. Before becoming effective, an action of the Board of Directors must be ratified by a vote of the membership at a general meeting if, at the first general meeting following said action of the Board of Directors: (1) the Grand Knight announces that such ratification will be required, or (2) a motion to require such ratification is passed by the membership. If ratification is so required, the vote to ratify, modify or rescind shall take place at the next general meeting. The Grand Knight may notify the President that he will require such ratification at any time prior to the first general meeting following the action. Once the President has been notified that ratification shall be required, the Board of Directors and Officers are prohibited from taking any further action on the matter in question until it has been resolved by the vote of the membership.
Section 6. The Grand Knight shall appoint a nominating committee to present a slate of qualified candidates for the office of Director to the Corporate membership at the December general meeting (such slate of candidates to be selected in time that they may be published in the December Council publication). Nominations may also be accepted from the floor at the December general meeting and at the annual meeting in January.
ARTICLE V: Funds and Finances
Section 1. The funds of the Corporation shall be deposited in such bank or banks or. Savings & Loan Associations as the Board of Directors shall designate and shall be withdrawn only upon the check or order of the Treasurer or Assistant Treasurer, countersigned by the President or Vice-President.
Section 2. The real property of the Corporation shall not be disposed of or encumbered unless such action is sanctioned by a vote of 2/3rds of the members of the Corporation who are present and voting at a special meeting of the Corporate membership called for that purpose.
Section 3. The Officers of the Corporation shall not pledge the credit of the Corporation in the name of said Corporation in an amount in excess of $17,500.00, on anyone total project without first having received the authority to do so by a majority vote of the Corporate membership present and voting at the annual or at a special meeting of the Corporation called for that purpose. Provided, however, that in the event a 2/3rds vote of the Board of Directors determines that an emergency exists, the Directors may pledge the credit of the Corporation in an additional amount of $7,500.00.
Section 4. There shall be an internal annual audit of the books of the Corporation by an Accountant designated by the Board of Directors and the results reported to the membership.
Section 5. There shall be maintained a system of internal financial control in such manner and form as shall be provided by the Board of Directors.
Section 6. The Board of Directors may authorize the President of the Corporation to approve the expenditure between each regular meeting of the Board of Directors of an amount not in excess of $2,500.00 for maintenance and repair of the improvements, equipment and furnishings of said Corporation.
Section 7. An annual budget covering all income and expenses for the day-to-day operations of the Corporation shall be published in the December Council publication and shall be submitted for approval of the membership at the January annual meeting of the Corporation. Included in the budget shall be a calendar of events and a budget of income and expenses of all Council sponsored membership events being handled by the Corporation for the Council. Such budget will be submitted to the Council officers at least ten days prior to printing in the December Council publication. No funds may be expended if not approved in the budget unless a resolution to do so is approved by the membership at a general, special or annual meeting of the Corporation following the Corporation meeting at which such resolution is first read.
ARTICLE VI: Employees of the Corporation
Section 1. All full-time salaried employees of the Corporation shall be hired by the Board of Directors.
Section 2. The Manager may hire all part-time hourly employees, subject to the approval of the Board of Directors.
Section 3. All management actions are subject to review and concurrence of the Board of Directors.
ARTICLE VII: Amendments
Section 1. Amendments to these by-laws shall require a 2I3rds vote of the membership present and voting at any annual meeting of the Corporation, or at any special meeting of the Corporation, when the proposed amendment has been set out in the notice of such meeting; except that in the event of any general revision of these by-laws, a summary of the major amendments made known to the membership at least eight days in advance of the meeting shall constitute due notice.
ARTICLE VIII: Miscellaneous
Section 1. The order of business, at the annual meeting of the Corporation, and if practicable, at any special or general meetings of the Corporation or any meeting of the Board of Directors, shall be as follows:
A. Calling of roll of Officers and Directors
B. Proof of due notice of meeting (Annual and special meetings only)
C. Reading and disposal of any unapproved minutes
D. Reading of bills and communications
E. Reports of the President, Officers and Directors
F. Election of Directors (Annual and special election meetings of the Corporation only)
G. Unfinished business
H. New Business
Section 2. Roberts Rules of Order shall be the final authority on all matters of parliamentary procedure except as otherwise provided in these by-laws.
ARTICLE IX: Committees
Section 1. The President shall appoint the following standing committees: Management, Budget and Finance, Swimming Pool, Maintenance and Repair.
Section 2. The President shall be an ex officio member of all committees and may appoint such other committees as he shall consider necessary.
[NOTE: [As last amended at the Annual Meeting on January 6, 2000, .]