BYLAWS OF DIXON KAYCEE HOME ASSOCIATION, NFP
ARTICLE I – NAME
The name of this Corporation (hereafter called Corporation) is Dixon Kaycee Home Association, NFP.
ARTICLE II – PURPOSES AND POWERS
Section I. Purposes. The specific and primary purposes for which this Association is formed are to effect the association of members in good standing of Dixon Knight of Columbus Council 690 (hereafter called Council) for fraternal, charitable, and benevolent purposes, and for their mutual benefit and social betterment; to effect the establishment and operation of club facilities for the exclusive pleasure, recreation, and entertainment of members of the association and eligible guests; to purchase, lease, hold, sell, develop, build, mortgage, deed in trust, convey or otherwise acquire and dispose of real and personal property, and to maintain and operate the property for the use and enjoyment of all members, subject to the rules and regulations as set forth in the bylaws of this association; to do everything necessary and proper for the accomplishment of any of the purposes or attainment of any of the objects previously mentioned, either alone or in association with other individuals, corporations or partnerships, including but not limited to state, county, federal and municipal entities; and generally, to perform acts and to transact business in connection with the preceding objects not inconsistent with law or the objects and aims of the Association.
Section 2. Powers. The Corporation shall have power to sue and to be sued, to hold, receive, lease and purchase such real estate and personal property as may be requisite and expedient for its purposes, and to sell, lease, encumber and dispose of such property. It shall have all other powers granted to non-stock, non-profit corporations by the general laws of this State. Provided, however, the corporation shall not carry on any activities or shall it have any powers prohibited to an organization exempt from federal income tax under Section 501( c )( 3 ) of the Internal Revenue Code or the corresponding section of any future United States Internal Revenue law. In particular, but without limitation of the foregoing, the Corporation shall not have or issue shares of stock or pay dividends, no part of its earnings or assets shall inure to the benefit of or be distributable to its members, directors, officers or other private person, except that it shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its authorized purpose.
ARTICLE III – OFFICES
The Corporation shall have and continually maintain a registered office and agent in this State.
ARTICLE IV - MEMBERS
Section 1. Members. The members of this Corporation shall be solely the members in good standing of the Council. Termination for any reason of membership in good standing in said Council shall automatically and immediately terminated membership in this Corporation and no terminated member has any further right, title, or interest in this Corporation or in the privileges of membership therein.
Section 2. Voting. Each member shall be entitled to one vote on each matter submitted to a vote of the members.
Section 3. Transfer of Membership. Membership in this Corporation is not transferable or assignable.
ARTICLE V – MEETINGS OF MEMBERS
Section 1. Annual Meeting. The annual meeting of members shall be held the second Monday in June. Not less than thirty days before the annual meeting date, the Corporation Secretary shall advise the members in writing of the meeting’s time and place. Publication of Notice in the Council’s monthly newsletter and/or on the Council’s website shall be adequate notice. The purpose of the annual meeting shall be to elect directors and for the transaction of such business as may come before the meeting.
Section 2. Special Meetings. Special meetings may be called by the President, a majority of the Board of Directors, or by six or more of the members.
Section 3. Notice of Special Meetings. The Secretary shall cause written or printed notice stating the place, day and time of any special meeting of members to be made available to each member, not less than five or more than thirty days before the date of such meeting. The purpose for which the special meeting is called shall be stated in the notice. If mailed, the notice shall be deemed delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the Council, with postage prepaid. Publication of notice in the Council’s monthly newsletter or on the Council’s website shall be adequate notice.
Section 4. Quorum. 15 members shall constitute a quorum at any meeting. If a quorum is not present at any meeting, a majority of the members present may adjourn the meeting from time to time without further notice.
Section 5. Limitation of Meetings. The business of amendment to by-laws, change of name, expenditures of $5,000 or greater, and buying and selling of real estate shall be reserved for special meetings.
ARTICLE VI – BOARD OF DIRECTORS
Section 1. Number. The Board of Directors shall consist of 9 persons who shall be members in good standing of the Corporation. In addition, the Council’s Grand Knight, the Deputy Grand Knight, the immediate preceding Grand Knight, and the Council’s trustees shall also be ex-officio Board members. If two positions on the Board of Directors are held by the same person, the President shall appoint an extra voting member to serve for the duration of the conflict. If a member of the Board shall lose his membership in the Council or Corporation for any reason whatsoever, his membership on the Board of Directors shall automatically and immediately terminate.
Section 2. Initial Election. At the first election of the Board of Directors, exclusive of the ex-officio members, one-third shall be elected to serve a one year term; one-third shall be elected to serve a two year term; and one-third shall be elected to serve a three year term. Thereafter, upon the expiration of the term each Director shall be elected to serve a three year term.
Section 3. Election of Directors. Prior to the annual meeting, the President shall name a Nominating Committee who shall present a list of at least three names to be voted upon by a secret ballot. In addition, the presiding officer must call for nominations from the floor and any member may present a nomination for the Board of Directors from the floor. The three individuals receiving the highest number of votes on the first secret ballot shall be declared elected and will assume office the following July 1st.
Section 4. Vacancies. Vacancies occurring on the Board, other than that due to the expiration of a term of office, shall be filled by the Board.
Section 5. General Powers. The Board shall be charged with the responsibilities and shall have the authority usually entrusted to a Board of Directors, including the management of the Corporation and the control of its financial affairs.
Section 6. Regular and Special Meetings. The Board of Directors shall meet monthly for the purpose of transacting such business as may properly come before the meeting. Regular meetings of the Board of Directors shall be held at 7:30 p.m. on the second Monday of each month during the year, or at such other times as the Board of Directors may determine at the Annual Meeting. It shall require the presence of at least 50 percent of the Board for any meeting to constitute a quorum. At any meeting of the Board, the majority vote of the Board members present and voting shall determine any matter submitted for consideration. Special meetings on the Board may be called by the President by giving not less than one day written notice of the date, time and place of such meeting and the business to be transacted thereat. Upon the written request of not less than four members, the President shall call a special meeting of the Board, giving written notice thereof as set forth herein. Any director may waive Call and Notice of any special meeting.
Section 7. Compensation. Directors shall not receive any compensation for their services as Directors. Furthermore, if any member of the Board should hold any other position in the Corporation that receives any form of compensation, that member must recuse themselves from voting on any issue regarding said compensation.
Section 8. Committees. Committees not having or exercising the authority of the Board in the management of the Corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Members of the Corporation who are not Board members may be appointed to a committee.
Section 9. Limitation of Office. A Director shall not be eligible to succeed himself after serving two full three year terms. This limitation shall not apply to ex-officio members.
Section 10. Removal of Directors. A Director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any Director. A Director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules as it may in the discretion consider necessary for the best interests of the organization for this hearing. Any removal action by the Board of Directors may be appealed to the Members within thirty days. For this purpose, an extraordinary meeting shall be held within three weeks of receipt of a signed Appeal of Removal. No quorum shall be necessary for the vote on the removal appeal. Unless 60% of the members present at such meeting vote to reverse the removal, the action of the Directors shall be affirmed.
ARTICLE VII – OFFICERS
Section 1. Officers. At the first meeting of the Board of Directors after the annual meeting, it shall proceed to organize by electing officers for the ensuing year. The officers of the Corporation shall be as follows: President, Vice President, Secretary, and Treasurer, who shall serve for one year and until his successor shall have been duly elected and qualified.
Section 2. Duties. The duties of the officers are:
- President. The chief executive officer of the Corporation. He shall preside at all meetings of the Corporation and at all meetings of the Board of Directors. He shall have the power to appoint such committees as may be necessary, with the approval of the Board of Directors, which committees shall act under the direction of the Board of Directors. His signature or the signature of the Vice-President shall be essential or the validity of all checks in excess of $2,000.
- Vice President. In the absence of the President, he shall preside at all meetings of the Corporation and at all meetings of the Board of Directors. He shall perform any duties which may be assigned to him by the President or the Board of Directors.
- Treasurer. He shall receive all funds paid to the Corporation and shall deposit same in the official depositories and shall make disbursements by the order of the Board. He shall sign or countersign all checks. His account and books shall at all times be open to the inspection of the President, Board of Directors, and any authorized auditors. He shall make a report to the annual meeting and at such other times as the President or Board of Directors may require.
- Secretary. He shall keep a record of all meetings of the Corporation and Board of Directors and perform such duties as are usually performed by secretaries of such organizations.
Section 3. Bonding. All officers and employees authorized to sign checks shall be bonded by a surety company in an amount specified by the Board.
ARTICLE VIII – CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts. The Board may authorize any officer or officers, agent or agents of the Corporation to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Corporation and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation in excess of $2,000 shall be signed by the President, or in his absence the Vice President, and countersigned by the Treasurer.
Section 3. Deposits. All funds of the Corporation shall be deposited to its credit in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise.
ARTICLE IX – BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members and Board of Directors. These records shall be kept for the amount of time required by current federal and state law. All books and records may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.
ARTICLE X – ORDER OF BUSINESS
Section 1. The following shall be the Order of Business for meetings of the Board of Directors:
- Call to Order
- Reading of Minutes of Previous Meeting
- Treasurer’s Report
- Reading of Bills and Communications
- Report of Committees
- Unfinished Business
- New Business
Section 2. The following shall be the Order of Business for the Annual Meeting of the Corporation:
- Call to Order
- Report of President
- Presentation of Audited Financial Report
- Presentation of Budget for Ensuing Year
- Election of Directors
- Unfinished Business
- New Business
ARTICLE XI – TERMINATION OF EXISTENCE
Upon termination of existence of this Corporation, in any manner, all of the funds, assets, and property of any kind owned by the Corporation shall be turned over, in full, after payment of all its liabilities, to the Council or to a Catholic organization recognized by the Internal Revenue Service under Section
501 ( c )( 3 ) of the Internal Revenue Code.
ARTICLE XII – AMENDMENTS TO BY-LAWS
These by-laws may be altered, amended or repealed and new by-laws may be adopted by two-thirds of the members present and voting at a membership meeting duly called in conformity with the notice requirements of Article V, Section 3 of these by-laws.