The organization shall be called the German American Citizens Association, Incorporated. (Deutsch-Amerikanischer Buergerverein E.V.)
The German-American Citizens Association is organized for charitable, educational and social purposes; for the promotion of the German heritage, language and culture in a friendly, social environment.
The Association shall have and continuously maintain a registered agent as required by the Missouri Non-profit Corporation Act. The registered agent may be, but need not be, in the State of Missouri and the address may be changed from time to time by the Board of Directors.
Section 1. Admittance to Membership. Persons wishing to join the organization must fill out an application which has to carry the endorsement of two members in good standing and must be accompanied by a sufficient payment to cover the initiation fee and dues for the current year in force at that time.
Section 2. Dues and Initiation Fees. Initiation fees and annual dues shall be paid in the amount as determined by the Board of Directors. Family memberships include all children under the age of 21 years. Individual memberships may be offered to persons over 21 years of age. Family members under 21 years of age shall have no voting privileges. Annual dues are for the period January 1 to December 31. Dues will be one half of the annual rate for new members joining the organization after June 1st. Dues will be considered in arrears if not paid by the last day of February of the year in which they are due. Members whose dues are in arrears will be so notified by the Membership Chairman by the 15th of March. Members whose dues are in arrears by April 1st will be dropped from the membership rolls. The Board of Directors may determine from time to time the amount of the initiation fee and annual dues without the approval of the membership.
Section 3. Privileges. All members shall receive equal privileges, regardless of membership tenure, offices held, etc. Members shall receive notice of the organization's meetings and events and shall receive notice of the organization's meetings and events and shall receive such other publications of the organization as the Board of Directors shall determine. New members will receive up-to-date copies of the By-Laws when they are accepted for membership.
Section 4.Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all the members of the Board, may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at a regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues for the period fixed in these By-Laws.
Section 5. Resignation.Any member may resign by filing a written resignation with the Membership Chairman, but such resignation shall not relieve any member so resigning of the obligation to pay any dues, assessments or other charges therefore accrued and unpaid.
Section 6. Reinstatement. Upon written request signed by a former member and filed with the Membership Chairman, the Board of Directors may, by the affirmative vote of two-thirds of the members of the Board, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.
Section 7. Transfer of membership.Membership in this organization is not transferable or assignable.
Section 1. Annual Meeting.An annual meeting of the members will be called in the month of November in each year for the purpose of electing officers for the following year and for the transaction of such other business as may come before the meeting.
Section 2. Special Meetings. Special meetings of the members may be called by the President, the Board of Directors or not less than one tenth of the members having voting rights.
Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Missouri, as the place of meeting for any annual meeting or for any special meeting called by the President or by the Board of Directors.
Section 4. Notice of Meetings. Written or printed notice stating the place, day, hour and purpose will be mailed to each member entitled to vote at such meeting, not less than seven days before such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. If mailed, the notice of meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears in the records of the organization, with postage thereon prepaid. Members may waive the notice for any meeting.
Section 5. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting by the members, may be taken without a meeting if a consent is in writing, setting forth the action so taken shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
Section 6. Quorum and Voting. A simple majority of the members of the Board of Directors shall constitute a quorum. Except as provided elsewhere in the by-laws, a motion shall be declared carried if it receives a majority vote of those present and voting. The President is eligible to vote on all motions. In the event of a tied vote for or against a motion, the motion shall be declared carried if the President voted for it; not carried, if the President voted against it. A Quorum for General membership meetings shall be 20 members.
Section 7. Parliamentary Procedure. Robert's Rules of Order Revised shall govern the parliamentary procedure of all meeting of the general membership, Board of Directors, and all committees of the Organization insofar as it does not conflict with the provisions of the By-Laws.
Section 1. Officers. The Officers of the Organization shall be a President, 2 Vice-Presidents, Financial Secretary, Recording Secretary, Treasurer and four Directors. The immediate past President (outgoing President) shall be an exofficio of the Board for one year. The elected officers shall constitute the Board of Directors. The Board of Directors shall elect or appoint such other officers, including one or more assistant Secretaries or one or more assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Reference to any member or officer in the masculine gender shall be deemed to include the feminine gender.
Section 2. Election and Term of Office. An election of officers to serve for the succeeding two years will be held during the month of November at a date to be selected by the Board of Directors. The term of the elected Officers will be from January 1st to December 31st of the following year. All officers shall serve for a period of two calendar years. Directors shall be elected for a two year period, with terms of two expiring every year. A vacancy in an elected office shall be filled by the Board of Directors for the unexpired portion of the term. The President and two Vice-Presidents shall be limited to three consecutive terms in office. The Directors shall have no term limits. The term of office of the Treasurer, Financial Secretary or Recording Secretary shall not be limited.
Section 3. President The President shall be the principle officer of the Organization and shall in general supervise and control all the business and affairs of the Organization. He shall preside at all meetings of the members and of the Board of Directors. He may sign, with the Secretary or any other proper officer of the Organization authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by the statute to some other officer or agent of the Organization; and in general he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 4. First Vice-President. In the absence of the President at a regularly scheduled meeting, the First Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-President shall perform such another duties as from time to time may be assigned to him by the President or by the Board of Directors.
Section 5. Second Vice-President. In the absence of the President and First Vice- President at a regularly scheduled meeting the Second Vice-President shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.
Section 6. Treasurer. The Treasurer shall have charge and custody and be responsible for all funds, securities and deeds of the Organization; receive and give receipts for moneys due and payable to the Organization from any source whatsoever and deposit all such moneys in the name of the Organization in such banks or other depositories selected in accordance with the provisions of Article X of these By-Laws; and in general perform all the duties incident to the office of the Treasurer. He shall render to the Board of Directors athe Board Meetings, and to the Audit Committee when requested, an accounting of all transactions and the financial status of the Organization.
Section 7. Financial Secretary. The Financial Secretary will accept and list the reservations for the social activities and verify these against the membership list. He will collect all special fees that require direct contact with the members, principally entrance fees for the social activities. He will maintain an attendance record of the members at these activities; and perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
Section 8. Recording Secretary. The Recording Secretary shall keep the minutes of all meetings in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the Organization records; conduct the official correspondence of the Organization; make the minutes available for inspection by all members; and shall have custody of the original copy of the by-laws and all amendments thereto.
Section 9. Directors. The President will charge each Director with an area of responsibility and appoint that person to be Chairman of a certain committee, which carries out all required duties of that committee. Article VIII Section 6 applies.
Section 10. Bonding. The Board my require that the Treasurer or any other Officer of the Board of Directors be bonded, the cost of such bond to be paid by the Organization.
Section 11. Vacancy of Office. If an officer is unable or refuses to serve, the Board of Directors by a majority vote may consider the office vacant and appoint a member of the Organization to fill the unexpired term.
Section 12. Candidate for Office. Any Director in office, whose term does not expire at the end of the current year, and who desires to be a candidate for the current general election, shall submit this in writing to the Recording Secretary, together with his resignation, to be effective January 1st of the following year.
Section 1. Nominations. At the regularly scheduled Board Meeting in October the President will appoint a Nominating Committee. This Committee shall consist of three members. The Nominating Committee will thoroughly investigate all candidates as to their eligility. It will select the nominees in the best interest of the organization as a whole. Nominations may be made from the floor for all offices; such nominations must be validated by the nominee's consent.
Section 2. Eligibility. Any member in good standing is eligible to hold an elected office, provided that he has been a member in good standing for one year at the time he is elected to office. To be eligible for the office of the President, a member has to have been a member in good standing for the two years prior to election.
Section 3. Election. The Nominating Committee shall be responsible for the printing of the ballots and distribution at the meeting. The President shall call for a report from the Nominating Committee, after which future nominations shall be received from the floor. Ballots will contain the names of nominees which are recommended by the Nomination Committee with a blank space(s) after each office for a write-in candidate. The Nominating Committee shall collect and count the ballots after they are marked (for all offices) and report the result to the Chairman. The report will then be made to the members and the ballots will then be turned over to the Board of Directors for certification.
Section 1. Parliamentarian. He shall rule on all parliamentary procedure questions at general member meetings and Board of Director meetings. He shall provide special tutoring to the officers who are unfamiliar with parliamentary procedure and who request this tutoring. He shall carry out other duties as directed by the President.
Section 2. Historian. The historian shall collect objects and written material of importance to the Organization and keep them in order to document the history of the Organization. He shall carry out other duties as directed by the President.
Section 3. Sergeant-at-Arms. He shall maintain order and dignity at General Member meetings and entertainment activities. He shall carry out other duties as directed by the President.
Section 4. Multiple Office Holder. The President may appoint the same individual to no more than two appointed offices with concurrent terms of office. An elected officer may hold one appointive office.
Section 5. Additional Appointments. The President can appoint, with the consent of the Board of Directors, any other offices he deems necessary.
Section 6. Appointments. The President shall appoint all Chairmen of committees. These appointments are concurrent with the term of the presidency. The Committee Chairmen shall appoint the members of their committees and present them for approval to the President. The President shall be an ex-officio member of all committees. Any member of good standing can be appointed to be a Chairman of a committee.
Section 7. Membership Chairman The Membership Chairman shall ascertain the proper sponsorship for new members and send them available information on the club as well as a copy of the current By-Laws; he shall collect all membership dues and initiation fees, mail membership cards, maintain an up-to-date membership list in alphabetical order, deposit any moneys collected promptly in the Organizations account and report the amount deposited to the Treasurer. The membership chairman shall report the names of all new members, their addresses and phone numbers to the Board of Directors and to the Communications Chairman.
Section 8. Audits. The Board of Directors shall secure the services of a Certified Public Accountant to audit the financial records of the Organization prior to the annual report to the IRS and review copies of the audit report, which will be filed by the Treasurer for the record.
Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Organization, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and in behalf of the Organization, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Organization, shall be signed by such officer or officers, agent or agents of the Organization and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination of the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President or Vice-President.
Section 3. Deposits. All funds of the Organization shall be deposited from time to time to the credit of the Organization 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 Organization any contribution, gift, bequest or devise for the general purpose or for any special purpose of the Organization.
Section 5. Donations. The Board of Directors must approve any contribution or gifts made by the Organization.
The Organization shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and Committees having any of the authority of the Board of Directors and shall keep at the registered or principal office a record giving the names and addresses of the membership. All books and records of the Organization may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.
The fiscal year of the Organization shall begin on the first day of January and end on the last day of December in each year.
Amendments to these by-laws may be proposed and discussed at any general membership meeting, Board of Directors meeting or special meeting called for this purpose. At least seven days prior to the next general membership meeting the Secretary will cause to be sent to each member in good standing, a copy of the proposed amendments, together with a notice that it will be on the agenda for further discussion and vote at the membership meeting. The by-laws may be adopted or amended by an affirmative vote of at least three-fifths of the members voting, provided there are at least twenty members present.