OPTIMIST CLUB BYLAWS
ARTICLE I – NAME
This Club shall be known as __________________________________________ an affiliate of Optimist International.
ARTICLE II – MISSION
By providing hope and positive vision through the members of this Club, this Club will bring out the best in
our members, and our community 4) children, our Members, and our community.
1)kids/ 2)children/ 3)kids,
ARTICLE III – MEMBERSHIP
Membership in this Optimist Club shall represent adults, who are persons of good character, from the business, social, and
cultural life of the community. All memberships shall be held by individuals and shall not be transferable.
ARTICLE IV – ADMISSION TO MEMBERSHIP
Members shall be admitted to the Club according to such procedures as established by the Board of Directors.
ARTICLE V – TERMINATION OF MEMBERSHIP
Section 1: Any member may resign from the Club provided that all dues and fees have been paid.
Section 2: Any member who is two (2) or more months in arrears in the payment of dues or fees to the Club may be suspended
from membership. He or she will be provided written notice by the Secretary. Upon payment of arrears within 30
days of said notice, the member’s suspension shall end automatically. If such member has not paid within said 30
days, his membership shall automatically be terminated and the secretary shall so notify him of that termination.
Section 3: Any member charged with conduct unbecoming an Optimist or with any act prejudicial to the best interests of the
Club or Optimist International, and against whom such charges are sustained after opportunity to appear before the
Board of Directors in his or her own defense, may be expelled from membership, at the discretion of the Board of
Directors. Upon such action by the Board of Directors, the Secretary shall immediately notify the member in writing,
of said action.
Section 4: In case of the resignation or expulsion of any member, the Secretary shall immediately notify Optimist International and all
members of the Club of such action.
Section 5: Any member whose membership in the Club has been terminated for any reason shall forfeit all interest in any funds or
property of the Club and all rights to the use of the Optimist name, emblem, or other insignia.
Section 6: It shall be the prerogative of the Board of Directors to confirm any termination of membership on behalf of the Club.
ARTICLE VI – DIRECTORS
Section 1: There shall be a Board of Directors which shall consist of the officers of the club and ______ elected members.
Directors shall serve for a period of ____ years or until their successors are duly qualified and elected and ____ shall
be elected every year. In the event of a directorship becoming vacant for any reason, such vacancy shall be filled by
the Board of Directors, and the appointee shall serve for the duration of the term of the individual being replaced.
Section 2: The Board of Directors shall have control and management of the Club’s activities, determine all policies, elect, dismiss and
discipline members and generally supervise the affairs of the Club.
(Mandatory wording in bold face type)
(Optional wording in regular type)
CLUB
NUMBER ___ ___ ___ ___ ___
Effective December 2010
Section 3: The Board of Directors shall meet on a regular basis as they shall determine or at the call of the President/Chair. Any three
members of the Board of Directors may call a meeting providing a three-day notice is given to all members. A majority of the
Board of Directors shall constitute a quorum for the transaction of business, and a majority vote of those present shall be
necessary to give effect to any action of the Board.
Section 4: Any member of the Board of Directors who is absent from three consecutive board meetings may be removed from office by
the Board of Directors. Notice of said action shall be mailed to all members by the Secretary.
ARTICLE VII – OFFICERS
Section 1: The officers of this Club shall be determined by the Club as per State/Provincial/National law. The officers of the Club shall
be the following:
¨
The Presiding Officer (the actual title may be President, Chair, or other as determined by the Club’s Board of Directors)
shall serve as the executive officer of the Club, preside at all meetings of the membership and the Board of Directors,
be an ex-officio member of all committees, exercise general supervision over Club affairs and perform such other duties
as are ordinarily incumbent upon a Presiding Officer; and shall represent the Club in all relations with Optimist
International and the District and perform a like function in their behalf in relation to the Club. The Presiding Officer
shall attend all duly called District meetings or, in the case of absence for good reason, provide for the Club’s
representation by an accredited representative.
¨
The Vice Presidents (or such title as established by the Club’s board of Directors) shall perform such duties as are
ordinarily incumbent upon Vice Presidents and such other duties as may be assigned to them by the Presiding Officer
or Board of Directors.
¨
The Secretary shall keep and maintain the minutes of all meetings of the Board of Directors, business meetings and all
records of membership, attendance and service to the Club, in the form and manner prescribed by the Board of
Directors. The Secretary shall also prepare and file all reports required by Optimist International, District
administration and generally perform such duties as are ordinarily incumbent upon a Secretary.
¨
The Treasurer shall keep and maintain all records of fees, dues and monies collected and disbursed. Submit regular
financial statements in the form, manner and frequency prescribed by the Board of Directors, prepare an annual
statement for the annual meeting of the Club and generally perform such duties as are ordinarily incumbent upon a
Treasurer.
Section 2: All officers shall hold office for one year or until their successors are duly elected or appointed as provided in these bylaws.
In the event that any office becomes vacant for any reason, the vacancy may be filled by the Board of Directors.
The Club Board of Directors can amend or expand these duties as needed, as long as they are within the guidelines of
Optimist International and standard Club bylaws.
ARTICLE VIII – ELECTION PROCEDURE
The election of Club officer(s) and Directors should be completed not later than April 30.
Section 1: Separate balloting shall be conducted for each office. Where there is only one nominee for an office, the President/Chair
shall request a unanimous ballot for the nominee. A majority of the votes cast shall be required to elect. In the case of
directors, if the number of nominees exceeds the number of vacancies, the required number receiving the highest number of
votes shall be declared elected.
Section 2: Nothing in this article shall be construed as precluding nominations from the floor.
Section 3: Only members in good standing shall be eligible to hold office or vote.
Section 4: Voting shall be by individuals and no person may cast more than one vote. Proxies will not be recognized.
Section 5: All officers and directors shall assume the responsibilities of their respective offices on October 1 following their election.
Section 6: The Secretary shall report the results of all elections and appointments of Club officers to Optimist International and the
District immediately.
ARTICLE IX – MEETINGS
Section 1: Regular meetings of the Club shall be at such time and place as may be determined by the Board of Directors.
Section 2: Special meetings may be called by the Presiding Officer, or by the Secretary upon receipt of a written request signed
by at least five (5) members in good standing. Every member shall be notified in writing at least three days in
advance of the special meeting and advised what business will be considered. No other business may be conducted at
the meetings.
__________ (All other countries) This Club is organized and shall operate as a not-for-profit organization and shall be
incorporated within the state/provincial/ national statutes as such, developing Optimism as a
philosophy of life, utilizing the tenets of the Optimist Creed; to promote an active interest in
good government and civic affairs; to inspire respect for the law; to promote patriotism and
work for international accord and friendship among all people; to aid and encourage the
development of youth, in the belief that the giving of one’s self in service to others will
advance the wellbeing of humankind, community life and the world.
ARTICLE XIV – AMENDMENTS
Section 1: Any amendment to these bylaws must be in conformity with the Bylaws of Optimist International, shall be adopted
by a two-thirds (2/3) vote of the members present at any meeting, provide written notice of the proposed
amendments and date of such meeting shall have been given the members at least two (2) weeks prior thereto.
Section 2: All amendments to these bylaws must be submitted to Optimist International for approval.
ARTICLE XV – DISSOLUTION
__________ (U.S. Clubs only) Upon the dissolution of the Club, the Board of Directors shall, after paying or making
provisions for the payment of all of the liabilities of the Club, dispose of all the assets of the
Club exclusively for the purposes of the Club in such manner, or to such organization or
organizations, including Optimist International or the Optimist International Foundation,
organized and operated exclusively for charitable, educational, religious, or scientific purposes
as shall at the time qualify as an exempt organization or organizations under Section
501(c)(3) of the Code, as the Board of Directors shall determine.
__________ (All other countries) Upon the dissolution of the Club, the Board of Directors shall, after paying or making
provisions for the payment of all of the liabilities of the Club, dispose of all the assets of the
Club exclusively for the purposes of the Club in such manner, or to such organization or
organizations, including Optimist International or pertinent Optimist International
Foundation, organized and operated exclusively for charitable, educational, religious, or
scientific purposes as shall at the time qualify as an exempt organization or organizations so
as not to jeopardize tax exempt status, as the Board of Directors shall determine.
Name of Club: __________________________________________________________________________________________________________
_________________________________________________________Approved _____________________________________________________
(President) (For Optimist International)
____________________________________________________Date Approved _____________________________________________________
(Secretary) (By Optimist International)
Date Adopted _____________________________________________________
Document Revised: December 2010
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