ARTICLE I - NAME The name of this organization shall be the Cary Newcomers Club, Inc. also referred to as "CNC" or the "Club"
ARTICLE II - PURPOSE Cary Newcomers Club, Inc. is a not-for-profit organization whose purpose is to: - stimulate new associations and friendships through shared social activities; - help newcomers to the Cary area identify with their community; - promote interest in local civic, cultural and service programs
ARTICLE III - MEMBERSHIP Section 1. All individuals newly relocated to Cary and its surrounding area are eligible for membership, without regard to race, creed, sex, national origin, or any other social factor. Section 2. Active members may participate in all activities of CNC and dues must be current. Prospective members are invited to attend two club activities;dues are payable upon attending the third activity. Section 3. Under the Federal Privacy Act, no member, guest, or general board member shall use the club, its membership lists or directory as a means of self-promotion or for promoting commercial endeavors of any kind other than through paid advertising. Speakers invited to club functions may be exempted from this provision.
ARTICLE IV - DUES Section 1. Membership dues will be established on an annual basis by the Executive Board. The membership year will run from February 1st of one calendar year through January 31st of the next calendar year. Section 2. Annual membership dues are payable on February 1st of each year. However, dues for any member joining after the month of February will be prorated on a monthly basis. After two notices, members whose dues are delinquent will be dropped from Club membership and the mailing list. No previous member may participate in CNC activities until delinquent dues are received. Section 3. Dues are non-refundable and non-transferable. Section 4. Dues and other donations to Cary Newcomers Club, Inc. are not tax-deductible. ARTICLE V - MEMBERSHIP MEETINGS Section 1. A General Meeting shall be held each month. Any meeting may be cancelled if deemed appropriate by the Executive Board provided the membership is notified at least thirty days in advance, except in an emergency or extreme weather conditions. POLICY - in the event that Wake County public schools are closed or have a delayed opening due to weather conditions on the day of a General Meeting, the meeting will be cancelled. Section 2. At least two General Meetings shall be deemed Business Meetings, one of which shall be the May Business Meeting and shall include election of officers. The other Business Meeting shall be held at the discretion of the Executive Board and shall include Budget approval. Section 3. For purposes of voting, a quorum will be considered established if thirty members are present. A majority voice vote by those members present will determine any business requiring a vote.
ARTICLE VI - OFFICERS/DIRECTORS Section 1. The governing body of the Cary Newcomers Club, Inc. shall be the Executive Board, which will also be its Board of Directors. Section 2. The Executive Board shall consist of the following officers: President, 1st Vice President (Programs), 2nd Vice President (Membership), 3rd Vice President (Newsletter), Secretary, Treasurer, and Parliamentarian, and will comprise the Board of Directors. Section 3. The Executive Board shall be elected annually by the membership. The officers shall perform the duties required by these Bylaws and the JobDescription addendum and may hold a single position for a maximum of two years, but may not serve as an elected officer for more than a totalof three years. At least three of the Executive Board positions shall be filled by members who have not served on the Executive Board previously. Section 4. In the event that the office of the President is vacated during the course of the term, the 1st Vice President shall automatically fill the office. Avacancy in any other office shall be filled by a majority vote of the Executive Board. Should the Treasurer resign before the end of the term, allrecords shall be reviewed by an independent auditor before the new Treasurer assumes the position. Section 5. The Executive Board shall meet monthly, or as deemed necessary by the President. Special meetings of the Executive Board may be called bythe President or by three of its members. Section 6. Officers are expected to attend all meetings of the Executive Board, the General Board, and the General Membership. Section 7. A quorum will be considered established if four of the Executive Board members are able to participate in the meeting. An Executive Boardmember is deemed to be participating in a meeting if she is physically in attendance or available by any means allowed by law, so long as themember is able to actively participate in said meeting. Section 8. Action without meeting. Any action required or permitted to be taken by the Board under any provision of law, the Articles of Incorporation ofthese Bylaws, may be taken without a meeting if a majority of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the meeting. Such action by written consent shall have the same force and effectas any other vote of such Board. The minutes shall state that the action was taken by majority consent of the Board without a meeting and thatthe Bylaws of the club authorize the Board to so act. A 'writing' may be sent in any form of electronic record pursuant to law. (A teleconferenceis to take place if there is an absence in the quorum.)
ARTICLE VII - ELECTION OF OFFICERS Section 1. A Nominating Committee of at least three members shall be selected by the Executive Board no later than February 10th. The committee shall nothave more than one member from the Executive Board. Section 2. The Nominating Committee will select a single slate of officers, after receiving permission from each nominee with respect to his or her nomination. Anoutgoing Board member shall serve as Parliamentarian. Section 3. The Chairperson of the Nominating Committee shall present the proposed slate of officers at the April General Meeting. Nominations for any office may be received from the floor, provided the consent of the nominee has been previously obtained. Voting will be conducted at the MayBusinessMeeting. Installation of newly elected officers will take place at the June General Meeting.
ARTICLE VIII - GENERAL BOARD Section 1. The General Board shall consist of the Executive Board and Chairpersons of the Standing Committees. Section 2. The General Board shall meet at the discretion of the President to coordinate the activities of the club, but no fewer than three times a year. Section 3. Any General Board member may attend meetings of the Executive Board in a non-voting capacity. Section 4. General Board members are expected to attend all meetings of the General Board and CNC General Meetings.
ARTICLE IX - STANDING COMMITTEES Section 1. Standing Committee Chairpersons are members of the General Board. The Standing Committees of the Club may include, but are not limited to: Socials, Publicity, Fund-raising, Children's Activities, Hospitality, and Special Interest. Section 2. Standing Committee Chairpersons shall be appointed by the President with the approval of the Executive Board and shall serve for a term of one year. Section 3. The President shall be an ex-officio member of all committees, except the Nominating Committee.
ARTICLE X - DUTIES/LIABILITY Section 1. Duties. Each Director shall discharge his duties as a Director, including his duties as a member of a committee, in good faith, with the care anordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Director reasonably believes to be in the best interest of the Corporation. Section 2. Directors Conflict of Interest. Any corporate transaction in which a Director has a direct or indirect interest must be authorized, approved, or ratified in good faith, by a majority, not less than two (2), of the Directors who have no direct or indirect interest in the transaction even though less than a quorum; provided, however, no such transaction shall be authorized, approved or ratified by a single Director. For purposes of this section, a Director has an indirect interest in a transaction if: (a) another entity in which he has a material financial interest or in which he is a general partner is a party to the transaction; or (b) another entity, of which he is a director, officer, or trustee, is a party to the transaction and the transaction is or should be considered by the Board. Section 3. Certain Director Liability. A Director shall not be liable under the provisions of subparagraphs (a) or (b) above if he performed his duties in compliance with Section 1 of Article X or (unless his actual knowledge concerning the matter in question makes such reliance unreasonable) he relies on information, opinions, reports, or statements, including financial statements and other financial data prepared or presented by one (1) or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented; (II) legal counsel, public accountants, or other persons as to matters the Director reasonably believes are within their professional or expert competence; or (III) a committee of the Board of which he is not a member if the Director reasonably believes the committee merits confidence. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name, unless and except as authorized by the Board of Directors. Any officer or agent of the corporation thereunto so authorized may affect loans or advances for the corporation and for such loans and advances may make, execute, and deliver promissory notes, bonds and other evidences of indebtedness of the corporation. Any such officer or agent, when thereunto so authorized, may mortgage, pledge, hypothecate, or transfer as security for the payment of any and all loans, advance indebtedness, and liabilities of the corporation any real property and all stocks, bonds, other securities, and other personal property of any time held by the corporation, and to that end, may endorse, assign, and deliver the same, and do every act and thing necessary or proper in connection therewith. Such authority may be general or confined to specific instances. Section 4. Duties of Officers. (a) An officer with discretionary authority shall discharge his duties under that authority in good faith with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner he reasonably believes to be in the best interest of the Corporation. (b) An officer is not liable for any action taken as an officer, or any failure to take action, if the officer performed the duties of his office in compliance with subparagraph (a) above, or (unless his actual knowledge concerning the matter in question makes such a reliance unreasonable) he relied on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by [i] one or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters present; or [ii] legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within their professional expert competences.
ARTICLE XI - INDEMNIFICATION Section 1. Liability. In the absence of fraud or bad faith, the directors and officers of the Club shall not be personally liable for its debts, obligations, or liabilities. Section 2. Indemnification. Any person who at the time serves or has served as an officer of this Club, shall have the right to be indemnified by the club to the fullest extent permitted by law against (a) reasonable expenses, including attorney fees actually and necessarily incurred by her in connection with any threatened, pendingor completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, and whether or not brought by or on behalf of the club, seeking to hold her liable by reason of the fact that she was acting in such capacity and (b) reasonable payments made by her in satisfaction of any judgment, money, decree, fine, penalty, or settlement for which she may have become liable in any such action, suit or proceeding. The board shall take all such action as may be necessary and appropriate to authorize the club to pay the officer's indemnification provided by the bylaws, including without limitation, to the extent necessary, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due her. Section 3. Insurance. The Club may maintain insurance, at its expense, to protect itself and any person who is serving or has served as an officer of the club.
ARTICLE XII - FINANCE/BUDGET Section 1. The fiscal year of the Club will run from June 1st through May 31st. Section 2. The Finance Committee shall be composed of the Treasurer, the immediate past Treasurer, the President, the Fundraising Chairperson, and one member at large to be appointed by the Executive Board. An annual budget will be presented to the General Board by the Finance Committee no later than sixty (60) days after the beginning of the fiscal year. After approved by theGeneral Board, the budget shall be presented to the general membership for a vote. Section 3. Any General Board member who has been granted a budget amount must seek Executive Board approval before exceeding this budget. Unbudgeted expenditures over twenty dollars ($20) must have the Executive Board approval to be reimbursed. Section 4. Philanthropic projects shall be approved by the Executive Board before being brought to the general membership for a vote approval. All such projects shall be self-supporting. Section 5. Individual groups under the Special Interest Standing Committee will be self-supporting. Section 6. An annual review of the Club's financial records will be conducted by an auditing committee appointed by the Executive Board. The committee shall not be members of the General Board and need not be club members. The results of the review will be presented to the Executive Board no later than sixty (60) days after the end of the fiscal year. Section 7. The organization will normally spend its funds solely on Club operating expenses and civic/charitable causes. However, an exception may be made to purchase a token gift in recognition of outstanding service by a member. ARTICLE XIII - GENERAL PROVISIONS Section 1. Robert's Rules of Order, Newly Revised shall govern the club in all cases to which they are applicable and in which they are not inconsistent with these Bylaws or Articles of Incorporation. Section 2. As used in these Bylaws, the masculine gender shall be deemed to include the feminine, and the feminine the masculine. Section 3. The Bylaws may be amended, altered, or repealed by the following: The Executive Board shall appoint a committee to review and consider bylaw changes and changes in the Job Description Addendum, as deemed necessary. After approval by the General Board, proposed changes in the Bylaws must appear in the Club newsletter or be provided in writing to the membership at least thirty (30) days before a scheduled Business Meeting. The Bylaws shall be amended by a majority vote of members present, provided a quorum is established, at an announced, scheduled Business Meeting. Section 4. The Job Description Addendum shall be amended or revised by vote of the General Board. --- END OF CARY NEWCOMERS CLUB INC. BYLAWS ---
