CCC_ByLaws

Columbian Club
of Chicago
By-Laws

Columbian Club of Chicago By-Laws
ARTICLE I
NAME
This organization shall be known as the COLUMBIAN CLUB OF CHICAGO
ARTICLE II OBJECTS
(a) To promote the adoption and application of higher civic welfare, social,
business and professional standards.
(b) To provide a practical means to form enduring friendships, to render altruistic
service, to initiate philanthropic endeavors, and to build a better
community.
(c) To cooperate in creating and maintaining sound public opinion and high
idealism which promotes righteousness, justice, patriotism and good will. (d) To preserve, adopt, promote and diffuse traditions, heritage, culture and
language of the Italian ethnicity.
ARTICLE III MEMBERSHIP & CLASSIFICATION
SECTION 1:
(a) The membership of this Club shall consist of men of good character and
community standing, over 21 years of age, engaged in recognized lines of business or profession, and who are citizens of the United States of America.
(1) A member must either be the owner or one of the principal owners of a
business, or an of cer, manager or an executive head of an important
department of his rm or institution; or
(2) He must be engaged and in good standing in a worthy and recognized
profession, for which he has received the recognized, standard
education or training and applicable license.
(b) Each member shall personally devote the principal part of his occupational
time to the vocational activity under which he is classi ed.
(c) The membership shall be limited to not more than six men of each line of business or profession for which a classi cation is assigned; provided, however, that the number of active members, whose classi cations describe related or allied activities, or activities owned or controlled by the same corporate body or other ownership, shall not exceed 10 percent of the total number of active members. The membership shall be further limited to not more than two men in any given rm, company or organization; provided however, that not more than one of them shall hold of ce in the
Club at the same time.
(d) If a member changes his business or profession so that it falls into a different
classi cation, he shall have the right to remain as a member under an undesignated open classi cation and his former classi cation shall be declared open. Such member shall have the senior priority right to apply for a new classi cation consistent with his new business or profession if he shall not be in violation of any other provision of these by-laws.
SECTION 2:
There shall be four (4) classes of members known as ACTIVE, HONORARY, INACTIVE, and LIFE MEMBERS.
(a) Active Members shall be limited to one hundred (100) regular members of the Club who shall attend at least three (3) Club meetings or of cially sponsored Club functions within two (2) consecutive years.
(b) Honorary Members of the Club are those who shall be admitted upon the recommendation of the Board of Directors and the majority vote of the general assembly at a regular meeting. The terms and conditions of such honorary member ship and the amount of dues, if any, shall be decided by the Board of Directors.
(c) Inactive Members shall be those members who (1) are not domiciled in the greater Metropolitan Chicago area, or (2) do not desire to be Active Members, or (3) fail to attend at least three (3) of cially sponsored Club functions or meetings within any two (2) consecutive calendar years. A member whose Active status has been questioned by the Board of Directors, shall be reported to the Membership Committee which shall conduct an inquiry and report back to the Board of Directors. The Board of Directors shall thereafter initiate a hearing at which the member is invited to attend and discuss or otherwise respond to the ndings of the Membership Committee. Thereupon, by simple majority vote taken by ballot, the Board of Directors shall determine whether or not such member shall remain an Active Member, or be classi ed as an Inactive Member. Inactive Members shall have the right to attend all Club functions on the same terms as Active Members, shall be required to pay the same dues as Active Members, shall be identi ed as Inactive Members, shall hold no of ce in the Club and shall have no voting rights. In order for an Inactive Member to be reclassi ed as an Active Member, he shall request an interview with the Membership Commit-tee. The Membership Committee shall invite such Inactive Member to appear before the Membership Committee to present his formal request. Thereafter, the Membership Committee shall vote upon such request, and by simple majority, either recommend or reject such request for reclassi cation. The Membership Committee shall report its recommendation at the next Board of Directors meeting, whereupon the Board of Directors shall vote, by simple majority, to approve or deny the reclassi cation. If the reclassi cation is denied, the Inactive
Member shall have the right to remain an Inactive Member subject to all the other quali cations of such membership, without prejudice to reapply at a future time, which shall be no sooner than six (6) month following the determination by the Board of Directors. If the reclassi cation is approved, the member shall be reinstated to full Active Membership, without further process or additional initiation fee. If upon reinstatement to Active Membership his business classi cation is closed, he shall be placed in an undesignated classi cation. Any Inactive Member who shall not be in violation of any of these by-laws, shall have senior priority over any pending applicant for membership in his business classi cation.
(d) Life Members shall be those Active Members who are admitted upon (1) the recommendation of the Life Membership Committee, (2) the invitation of the Board of Directors, and (3) a majority vote of the general membership at a regular meeting. An Active Member may qualify as a candidate for such membership if he has reached age 65, has been an Active Member for at least 25 years, and in the opinion of the Board of Directors, has contributed substantially to the welfare and achievements of the Columbian Club of Chicago as an of cer, and/or a Director. If the Club is at 95% of its Active Membership, then One candidate may be selected to the Life Member Category, by the Board of Directors for that year. In the event that there are two or more quali ed candidates, the Tenure will take precedence in the decision by the Board. If the Club is at 100% of its Active Membership, then a maximum of two candidates may be selected for Life Membership by the Board, with Tenure taking precedence in the event that there may be there or more candidates presented. No Member shall submit a letter seeking an invitation for his admittance to Life Membership. A Life Member shall have the same privileges and responsibilities as an Active Member, except that a Life Member shall not be required to pay dues (not be assessed for any ticket to the Annual Club Installation Dinner–Life Members may attend the Installation Dinner voluntary by purchasing tickets therefore.).’’
ARTICLE IV MEMBERSHIP COMMITTEE
(a) The Membership Committee shall be com- posed of ten (10) members of the Club who shall have been members for at least ten (10) years before appointment to the Committee or shall be past presidents of the Club.
(b) Upon the expiration of a term of a Committee member, a new member shall be appointed to serve a ve (5) year term by the President presently in of ce. When a vacancy shall arise during the term of a Committee member, the President shall appoint a new member to ll the vacancy for the unexpired term.
(c) The terms of the members shall be staggered so that two (2) vacancies shall be lled each year through appointment by the Club President. Upon
implementation of this by-law, so as to create the initial Membership Committee, at the next gen-eral election of the Club, the Nominating Committee shall compose a slate of ten (10) members complying with this by-law for election by the general membership designating two (2) members each for 5, 4, 3, 2 and 1 year terms. The electionshallbeconductedinaccordancewiththeby-laws.Fromamongtheten (10)memberselected,thePresidentshalldesignatethechairman.Thereafter, the lling of vacancies shall be by appointment of the President in accordance with paragraph (b) above.
(d) The President each year shall appoint the chairman of the committee who shall serve a term of one year and who shall then be a current member of the Committee. The Membership Committee Chairman shall vote only to break ties.
(e) The President each year shall appoint the Chairman of the Life Membership Committee who shall serve a term of one year, and who shall then be a current member of the Life Membership Committee. This Chairman shall be selected from those who are current Life Members of the Columbian Club of Chicago.
ARTICLE V ADMISSION TO MEMBERSHIP AND RESIGNATION
SECTION 1:
Members shall be admitted to membership under the following procedure:
(a) A fully executed application for membership shall be submitted in duplicate to the Club Secretary bearing the personal endorsement of a member in good standing.
(b) The Secretary shall immediately forward one copy of the application to the chairman of the Membership Committee.
(c) Applications are to be reviewed by the Membership Committee to ascertain the following:
(1) Whether the prospective member’s personal and professional backgrounds
comply with the standards of the Club.
(2) Whether the application conforms with an open classi cation.
(3) Whether the application con icts with any lled classi cation; and if in
the opinion of the Membership Committee the application may infringe on a lled classi cation, it shall request the approval of the present holders of said classi cation.
(d) After compliance with the above, the application shall be assigned for investigation by the Chairman, to a member of the Committee who shall visit the place of business of the applicant and conduct a personal interview with him. Such investigation shall determine the applicant’s personal and professional background, the nature of his business, his of cial connection
therewith, the validity of the classi cation requested, his family and community status, and his past and present social, professional, civic, and charitable af liations, and the extent of his participation therein, and his willingness to abide by each by-law of the Club. One or more members of the Committee shall interview the sponsor and all members who know the applicant. All personal/business references shall also be contacted for their comments respecting the applicant.
(e) The investigating member shall report his ndings to the Membership Committee, meeting as a whole, at its regular scheduled meeting.
(f) The Membership Committee shall conduct a vote on the applicant based on the ndings and report submitted by the investigating member and shall, by majority vote of the Committee as a whole, either recommend or not recommend, the applicant for membership to the Board of Directors.
(g) If an applicant fails to secure a majority vote of the Membership Committee recommending membership, the Membership Committee shall contact the sponsoring member and request the applicant and sponsor to attend the next Membership Committee meeting for interview by the entire Committee. At the interview, the Committee shall investigate into the areas of concern which resulted in the initial negative votes.
(h) Thereafter, the Committee shall revote on the applicant.
(i) The Membership Committee shall report its ndings and recommendation to
accept or reject membership of the applicant through its Chairman at the next meeting of the Board of Directors. All proceedings thereon shall be secret, con dential and nal. The name, residence and occupation of an applicant for membership approved by the Membership Committee and the name of the member proposing him, shall be mailed by the Chairman of the Membership Committee to every active and life member of the Club at least ten (10) days before his membership application is acted upon by the Board of Directors.
(j) The Board of Directors shall consider such application at said meeting. If the Membership Committee has recommended against membership, the Board of Directors may in its discretion, conduct a further interview of the applicant prior to its passing upon the application. If the applicant is tentatively accepted by the Board of Directors by secret Ballot (2 black balls shall reject), his name shall be submitted by letter to the general membership.
(k) If no objection is voiced to the Board of Directors prior to the advent of the next meeting of the Board of Directors, a secret ballot shall be taken by the Board of Directors at said meeting, with four (4) black balls rejecting.
(l) If the applicant is approved by the Board of Directors, he shall be noti ed immediately and shall become an of cial member of the Club upon his payment to the Treasurer of the initiation fee, and his taking of the following oath: “I do solemnly swear that I will support the Constitution of the United States and of the State of Illinois; that I am not now, nor have I ever been
a member of any organization whose principles are contrary to those of the United States.”
SECTION 2:
(a) Any member may resign at any time from the Club, after payment of any
indebtedness due the Club, by submitting a written resignation to the Board of Directors. Such resignation shall become effective when accepted by the Board of Directors.
(b) Any member who has resigned in accordance with paragraph (a) of this section and has paid all his dues, assessments and obligations, and is not indebted to the Club, may reapply for membership. He may be accepted by a majority vote of the Board of Directors, or in the discretion of the Board of Directors, he may be required to follow the same routine as is required in a new membership application. If such reapplicant is accepted, the $100.00 initiation fee shall be waived. If such reapplicant’s classi cation is then closed, he shall be carried in an undesignated classi cation.
(c) If a member shall resign from the Club, the Treasurer shall bill and such resigning member shall be obligated to pay dues for each full month of membership from the beginning of the calendar year until and including the month in which the Board of Directors approves his resignation. If such member has prepaid his dues beyond the effective date of resignation, the Treasurer shall issue a prorated refund for those months that have been prepaid beyond the month of the Board’s approval of his resignation.
ARTICLE VI DISCIPLINE
SECTION 1:
Any member failing to pay the prescribed dues, assessments, or ticket charges for any function within sixty (60) days of the due date, and after being noti ed in writing by the Treasurer, may be suspended by the Board of Directors at its next regular business meeting. Within sixty (60) days of the written notice of suspension, if the member shall not be reinstated to good standing by payment of his entire indebtedness to the Club, the Board of Directors may terminate the membership of such member in default. A letter by registered or certi ed mail, return receipt requested, advising such terminated member of the action by the Board of Directors shall be sent by the Club Secretary to such member at his last known home address.
SECTION 2:
Any member charged with conduct unbecoming to a Columbian Club member and against whom such charges are sustained, after due and proper hearing before the Board of Directors, may be expelled from membership by a unanimous secret vote of the Board of Directors exclusive of the member’s vote. All complaints shall be referred to the Board of Directors.
SECTION 3:
Any person whose membership in this Club has been terminated in any manner, shall forfeit all interest in any funds or other property belonging to the Club, and all rights to the use of the name of the Columbian Club, its emblem, or other insignia of the Club.
ARTICLE VII OFFICERS
SECTION 1:
The Of cers of the Club shall be President, First Vice-President, Second Vice- President, Third Vice-President, Treasurer, Secretary and Sergeant-at-Arms.
SECTION 2:
Each Of cer must be an Active or Life Member in good standing.
SECTION 3:
The President shall serve for one year and cannot succeed himself.
SECTION 4:
The duties of the Of cers shall be as follows:
(a) The President shall also be Chairman of the Board of Directors; he shall preside at all meetings. He shall appoint all permanent committee chairmen who must meet the approval of the Board of Directors, and shall also appoint all members of temporary committees during the year. He is ex-of cio a member of all committees.
(b) The First Vice-President in the absence of the President, shall preside at all meetings of the Club and of the Board of Directors. The First Vice-President shall also perform such other duties as usually pertain to that of ce or as may be assigned to him by the President or the Board of Directors.
(c) The Second Vice-President in the absence of the President and First Vice President shall preside at all meetings of the Club and of the Board of Directors.
(d) The Third Vice-President, in the absence of the President, the First and Second Vice-Presidents, shall preside at all meetings of the Club and the Board of Directors.
(e) The Secretary shall maintain the records of attendance, and of the minutes of the meetings of the Club, the Board of Directors, and other committees when minutes are supplied him. He shall present all bills to the Board of Directors for approval. He shall submit to the proper of cials and committee or to the Club, all communications received.
(f) The Treasurer shall receive and collect all funds payable to the Club and shall deposit the same in the of cial depositories and shall disburse same on order of the Board of Directors. He shall countersign all checks. His accounts and books shall at all times be open to inspection by the President, the Board of Directors, and by any authorized auditors. He shall make a report at the
annual meeting of the Club and at such other times as the President or Board of Directors may require. The Treasurer shall have custody of the records of membership and membership fees.
SECTION 5:
All Of cers shall enter upon their of cial duties on the rst meeting in January of each year.
ARTICLE VIII BOARD OF DIRECTORS
SECTION 1:
The Board of Directors shall consist of the elected Of cers, ten Directors, who shall be elected by the members, and the two immediate past Presidents. All other past Presidents shall be ex-of cio members of the Board of Directors, but shall not have the right to vote.
SECTION 2:
Each Director must be an Active or Life member in good standing.
SECTION 3:
Each Director shall enter upon his of cial duties on the rst meeting of January of each year and shall serve for a term of two (2) years or until his successor shall be duly elected and quali ed. Five (5) Directors shall be elected each year.
SECTION 4:
The Board of Directors shall determine the policies and activities of the Club, elect and discipline members, approve the budget, approve all bills, take counsel with committees, and have responsibility for the general management of the Club.
SECTION 5:
The Board of Directors shall meet sometime prior to the general meeting, the time and place to be designated by the Board of Directors.
SECTION 6:
Nine (9) members of the Board of Directors present at a Board meeting shall constitute a quorum, and presence of ex-of cio members of the Board shall be counted in determining quorum provided that such ex-of cio members shall be entitled to vote under the by-laws.
ARTICLE IX NOMINATIONS
SECTION 1:
At the September meeting of the Board of Directors, the President shall appoint a nominating committee which shall consist of ve (5) or more past Presidents of the Club, and the President shall designate one of them as Chairman. The nominating committee must make a report of its recommendations to the Board of Directors at the October meeting for approval by the Board of Directors of the selected members as the nominated Of cers; the Secretary by letter shall notify the members of the
Club of such approval in time for the election meeting of the general assembly in the month of November of each year.
SECTION 2:
The election of all Of cers and Directors shall be held at the rst meeting in November of each year.
ARTICLE X
ELECTION OF OFFICERS AND DIRECTORS
SECTION 1:
Any Active or Life member in good standing may nominate another Active or Life member for an of ce at the time of election.
SECTION 2:
If a nominee shall not be present at the election, he shall be unable to be elected unless he shall have noti ed the President or the Chairman of the nominating committee in advance of his willingness to accept the of ce.
SECTION 3:
Voting shall be by secret ballot in the event there is a contest and shall not be cumulative. Only members present and in good standing may vote.
SECTION 4:
The nominee for each of ce, except that of Director, receiving the highest number of votes shall be declared elected. If the names of more than ve (5) men are placed in nomination for the of ce of Directors, the ve (5) receiving the highest number of votes shall be declared elected.
SECTION 5:
In the case of a vacancy in the of ce or President, the Vice-President shall succeed to the of ce and the other Vice-Presidents shall advance in successive order. In the case of vacancy in the of ce of one of the Vice-Presidents, the next succeeding Vice- President shall advance to ll the vacancy.
SECTION 6:
In the case of a vacancy in the of ce of Third Vice-President, Treasurer or a Director, the vacancy shall be lled by the general member ship of the Club at a regular meeting, upon one week’s notice of nomination by the Board of Directors. In the case of vacancy in the of ce of Secretary, the vacancy shall be lled by the Board of Directors.
SECTION 7:
(a) Any person made a party to any action, suit or other proceeding, civil or
criminal, (other than an action by or for the Club) by reason of the fact that he is or was a director or of cer of the Club, shall be indemni ed by the Club against judgments, nes, amounts paid in settlement and reasonable expenses, including attorney’s fees, actually and necessarily incurred by him
in connection with the defense of such proceeding, or in connection with any appeal therein, except in relation to (i) any matter as to which it shall be adjudged in such proceeding that he is liable for negligence or misconduct in the performance of his duties to the Club, provided, however, that in the case of a criminal action, suit, or proceeding, a conviction or judgment shall not be deemed an adjudication that the director or of cer is liable for negligence or misconduct in the performance of his duties for the Club, if it shall be determined that he was acting in good faith in what he considered to be the best interests of the Club and without knowledge that the action was illegal; or (ii) any matter settled or compromised unless it shall be determined that there is not reasonable ground for such person being adjudged liable for negligence or misconduct in the performance of his duties to the Club. All such determinations hereunder shall be made by a majority of those members of the Board of Directors who were not parties to such proceeding, or by one or more disinterested persons to whom the question shall be referred by the Board of Directors, or by the members. Such right of indemni cation shall not be deemed exclusive of any other rights to which such director or of cer may be entitled apart from this provision.
(b) Expenses incurred in defending a civil action, suit or proceeding may be paid by the Club in advance of the nal disposition of such action, suit or proceeding as authorized by the Board of Directors in the speci c case, upon receipt of an undertaking by or on behalf of the director or of cer to repay such amount, unless it shall ultimately be determined that he is entitled to be indemni ed by the Club as provided in this Section.
(c) The Club shall have power to purchase and maintain insurance on behalf of any person who is or was a director or of cer of the Club against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Club would have the power to indemnify him against such liability under the provisions of this Section.
d) The invalidity or unenforceability of any provision of this Section shall not affect the validity or enforceability of the remaining provisions of this Section.
ARTICLE XI REVENUE
SECTION 1:
The initiation fee shall be $100.00 for Active Members payable after proposal for membership has been made and after approval by the Board of Directors.
SECTION 2:
The annual dues for Active Members as well as Inactive Members shall be $350.00 per calendar year at the discretion of the board of directors. All annual dues must be paid in advance by December 31 of each preceeding year.
SECTION 3:
In addition to the annual dues, each Active Member shall be assessed for the price of and receive two (2) tickets to the Annual Club Installation Dinner. Payment of the assessment for such tickets shall be due and payable on or before the date of the Annual Installation Dinner or December 31 of each preceeding year, whichever date shall be earlier.
ARTICLE XII AMENDMENTS
SECTION 1:
These By-Laws shall be amendable in the following manner: Any Active or Life Member shall present a resolution in writing setting forth the proposed change or addition to the Secretary, who shall present such resolution to the Board of Directors. If the Board of Directors approves the proposed resolution, the Secretary shall send a copy of said proposed resolution to all the members of the Club for the rst reading of such resolution. The Secretary shall read such resolution at three (3) consecutive regular meetings, and at the third meeting it shall be voted upon. An af rmative vote of two-thirds () of the members present and in good standing at the meeting shall be required to pass the resolution.