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By-Laws
HUDSON BOOSTERS, INC.
BY LAWS
Article I
Section 1.
Members
A member is any adult who has attended at least two special or regular meetings within the previous twelve months and who has been elected to membership by majority vote at an annual or regular meeting. The members in their sole discretion at the annual or other special meeting of the members shall determine the members until the next annual or special meeting where total membership is determined. Additional members may be added by the members in their sole discretion at any regular or special meeting of the members. The secretary shall maintain the list of members with their last known address.
Section 2.
Annual Meeting
The annual meeting of the members of this corporation shall be held on the third Monday in January of each year at an hour designated by the president of the corporation. It shall be the duty of the secretary to give at least ten days notice of such meeting to each person who is a member of the corporation as of the date the notice is transmitted. Said notice to state that the meeting is the annual meeting and the time and place where such meeting will be held. Failure to give such notice shall not affect the validity of such meetings or any of the proceedings of such meeting. At the annual meeting any business may be transacted which does not, by laws of
Section 3.
Regular Meeting
Regular meetings of the members of the corporation shall be held on generally a monthly basis. The number of regular meetings may be increased at the discretion of the president. Unless otherwise established by the members for a set day, time and place, the president shall call for regular meeting with prior notice to the members. Any matter may be decided at such meeting except changes to the articles, bylaws or officer removal and/or election. Members or Committee Chair shall present new business agenda items at the Board of Directors meeting for their action as per: Article II, Section 1. General Powers of the Board of Directors.
Section 4.
Special Meetings
Special meetings of the members may be held whenever called by the secretary upon direction of the president or upon the vote of the membership at an annual or regular meeting. It shall be the duty of the secretary to mail notice at least five days prior to such meeting. Said notice to state the purpose for which and the time and place where said meeting would be held. Only matters listed in such notice may be decided at a special meeting. Proxy and absentee votes are only permissible for amendments to bylaws, article of incorporations and the removal or election of officers.
Section 5.
Irregular Meetings
An irregular meeting is any meeting of the members of the corporation regardless of how the meeting is called or noticed. Irregular meetings may be held. Any business may be transacted at an irregular meeting except change in the articles, bylaws or removal of members however; no action can be taken on behalf of the corporation unless agreed to by a majority of the total membership of the corporation. Any business transacted at an irregular meeting shall be recorded at the time of the said meeting and also reported to the corporation at the next regular meeting and recorded in the minutes thereof.
Section 6.
Quorum
Ten (10) members of this corporation shall constitute a quorum at any regular or irregular meeting of such membership and shall be capable of transacting any business there of except when otherwise provided by law, by these bylaws or by the Articles of Incorporation; but if at any meeting a quorum is not present, a majority of those present may adjourn the meeting from time to time without announcement at a meeting until a quorum is present. At all such adjourned meetings when a quorum is present, any business may be transacted, which might have been transacted at the meeting, as originally noticed.
Section 7.
Committees
The corporation may establish committees for any purpose and shall appoint members thereto. Committee members may elect a chairperson. Committee meetings may be called at anytime by the chairperson of the committee or by the president of the corporation. Committees will review selected corporation business and make recommendations to the board of directors. Any recommendation by a committee that will affect the financial status or the stated purpose of the corporation must be brought before the board of directors for review. The corporation may delegate authority to a committee to take action on behalf of the corporation but any such action taken by a committee must be strictly limited to the specific authority granted by the corporation.
Section 8.
Organization
The president, and in the president’s absence the vice president, and in their absence any member chosen by the members shall call the meeting of the members to order and shall act as chairperson of the meeting. The secretary of the corporation shall act as secretary of all meetings of the members but in the absence of the secretary, the presiding officer may appoint any member to act as secretary of the meeting.
Section 9.
Proxy and Absentee Votes
Proxy and Absentee ballots are allowed at the Annual Meeting and Special Meeting for the expressed purpose of voting for Club Officers, Board of Directors, By Law additions, changes, or deletions. Said ballots are also allowed for Special Meetings to remove/elect Club Officers or Board Members.
Article II
Board of Directors
Section 1.
General Powers
The property, affairs and business of the corporation shall be under the care of and control of the membership and the Board of Directors may act only in an advisory capacity as to the care and management of the corporation or such other duties or capacity as may be delegated by the members. Members or the Committee Chairs shall present proposed actions of the corporations to the Board of Directors for the purpose of their discussion and action. The board will then take the following action: A) Place the item on the meeting agenda with a recommendation of acceptance or opposition of the motion and the reason why. B) Refer the item to the appropriate committee or member for further review, and then resubmit it to the board for a recommendation to the members. When this action is taken, the board will still advise the members the reason for sending the item back for review. C) When time sensitive items are brought up during the course of the meeting. The Board of Directors has the discretion to add the item to the current meeting and take a motion from the floor, or table the item until the next board meeting. D) If the board meeting is cancelled or fails to achieve a quorum, members can add new business items to the regular meeting addenda. The president shall be advised at the beginning of the regular meeting of any new business items or motions to be added to the agenda.
Section 2.
Number
The number of directors shall be eight which number may be changed from time to time by amendment of these by laws. The directors shall include the president, vice president, secretary and treasurer of the corporation, the past president if president in the immediately preceding year desires the position, plus other members of the corporation as elected by the members at the annual meeting.
Section 3.
Terms
The term of the board elected by the corporation shall be for one year, except for the term of the president which shall be for a two year term. The term of the past president shall be for one year after the completion of his/her term as president. The term of the directors elected by the corporation shall be one year. Officers shall be on the board for the duration of their terms as officers. All terms shall run from February to February or until a successor is duly elected and installed.
Section 4.
Resignation
A director or officer may resign at any time by filing a written resignation with the secretary of the corporation and with the president in the case of the resignation of the secretary.
Section 5.
Removal
Any director may be removed at any time at any special meeting of the members of the corporation called for such purpose by the affirmative vote of the majority of the total members of the corporation. Proxy and Absentee ballots are allowed.
Section 6.
Vacancies
The members at a special meeting may fill any vacancy on the Board of Directors or fill any vacancy of an office. Proxy and Absentee ballots are allowed.
Section 7.
Place of meeting
All board meetings shall be held at a place designated by the then president of the corporation.
Section 8.
Regular Meetings
Regular meeting of the board of directors shall be held immediately following the annual meeting of the membership and at least one half hour prior to regular membership meetings. No notice of regular meetings of the board of directors shall be necessary.
Section 9.
Special Meetings
Special meetings of the board of directors shall be held whenever called by the secretary upon the direction of the president or upon the written request of any two directors. It shall be the duty of the secretary to give sufficient notice of such meetings to enable the directors so notified to attend such meeting.
Section 10.
Meeting by Consent
Meetings of the board of directors shall be held at any time or place where all the directors are present or have consented to the holding of such meeting.
Section 11.
Quorum
A majority of the directors of this corporation convened according to these bylaws shall constitute a quorum for the transaction of business but if at any meeting of the board there shall be less then a quorum present, a majority of those present may adjourn the meeting from time to time. The president is not a voting member of the board until such time that a vote by the board of directors results in a tie. At such time, the president shall cast the deciding vote.
Section 12.
Organization
The president and in the president’s absence the vice president and in their absence any director chosen by the directors present shall call the meeting to order and shall act as chairperson of such meeting. The secretary of the corporation shall act as secretary of all meetings of the board of directors but in the absence of the secretary, the presiding officer may appoint any director to act as secretary of the meeting.
Article III
General Officers
Section 1.
Qualifications
Any person who has been a member of the corporation for at least one year shall be eligible to be an officer of this corporation.
Section 2.
Duties
The principle duties of the several general officers respectively are as follows:
President:
The president shall preside at all meeting of the members and of the board of directors. The president shall be the chief executive officer of the corporation and shall have the general supervision, direction and active management of the membership. The president shall see that all-orders and resolutions of the membership are carried into effect. The president shall execute all deeds, leases, conveyances, contracts and agreements authorized by the membership. The president may sign all checks and other instruments drawn on or payable out of the funds of the corporation and all bills, notes, and other evidence of indebtedness of the corporation. The president shall submit a complete and detailed report of the corporation for the fiscal year and of its financial condition to the membership at its annual meeting of the membership and shall from time to time report on all matters within the president’s knowledge which the interests of the corporation may require to be brought to the members’ attention. The president shall perform such additional duties as may be prescribed from time to time by these bylaws.
Vice President:
The vice president shall discharge the duties of the president in the event of the president’s absence or disability for any cause whatsoever. The vice president shall perform such additional duties as prescribed from time to time by the membership or as may be prescribed from time to time by these bylaws. The vice president shall assist the secretary in taking attendance at meetings.
Secretary:
The secretary shall counter-sign all deeds, leases or conveyances executed by the corporation. The secretary shall keep a correct and complete record of all the proceedings of the corporation including the minutes of all meetings, maintain attendance record of members in attendance at regular, annual or special meetings and the election of its officers. The secretary shall keep a book containing the names of all of the members showing their place of residence and the date of acquiring membership. The secretary shall faithfully and systematically keep all books, records, and papers belonging to the corporation or in any ways pertaining to the business thereof. The secretary shall attend to the giving and serving of all notices of the corporation whereby meetings of the board of directors or membership are assembled. The secretary shall perform such additional duties as may be prescribed from time to time by the membership or as may be prescribed from time to time by these bylaws.
Treasurer:
The treasurer shall keep and account for all monies, credits, and property of the corporation which shall come into the treasurer’s hands and keep an accurate record of all money received and disbursed. The treasurer shall make such statements, as corporations are required to make by the laws of
Section 3.
Secretary/Treasurer
The duties of the secretary and treasurer may be combined.
Article IV
Books and Records
Section 1.
Place of keeping
The general and principle books and accounts of the corporation shall be kept at the residence of the treasurer or secretary/treasurer or office of the corporation.
Article V
Miscellaneous
Section 1.
Fiscal Year
The fiscal year of this corporation shall begin on the first day of January and terminate on the thirty-first day of December of each year
Section 2.
Waiver of Notice
Any member, director or officer may in writing waive the giving and mailing of any notice required to be given or mailed either by the statutes of Wisconsin, the articles of organization, or by the bylaws of this corporation.
Article VI
Amendments
Section 1.
Amendments
At any properly noticed annual or special meeting with a quorum, the membership may from time to time make, alter, amend and rescind all or any of the bylaws or articles by a 2/3 majority vote of those present. Proxy and Absentee votes are allowed.
(BY LAWS DOC 3-05)
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