City Club Missoula is a nonprofit entity created under the Montana Nonprofit Corporation Act. The corporation will have members, as provided by the Articles of Incorporation, and shall be governed and managed by a Board of Trustees.
The mission of the City Club Missoula is to bring together people to inform and inspire citizens on issues vital to the Missoula area community through public forums that encourage the discussion of new ideas and the free exchange of thoughts.
SECTION I. The Board of trustees shall consist of an odd number of Trustees with a minimum of five (5) members and a maximum of 15 members. The membership of the Board of Trustees shall consist of persons representing a broad base of community interests.
SECTION II. The members of the Board of Trustees shall serve regular terms of three (3) years. The regular terms of Trustees shall be staggered to ensure that at least half of the Trustees have prior experience on the board. The board will replace Trustees whose terms have expired by a majority vote and may dictate the term of service as necessary. No Trustee may serve continuously as a Trustee for more than two consecutive terms, until at least one (1) year has elapsed from the expiration of the previous term. Trustees appointed by the Board may be removed at any time by unanimous vote of all other members of the Board for reasonable cause.
SECTION III. All corporate powers, except such as are otherwise provided for in these Bylaws and by the laws of the State of Montana, shall be vested in and exercised by the Board of Trustees. The Trustees by resolution may delegate to committees, of their own number or of other volunteers, such posers as they see fit. The Trustees may create other committees, standing or temporary, for the purpose of assisting in the formation, development or for the benefit of the Corporation. The Board of Trustees reserves the right to authorize, direct, organize and participate in fundraising activities and any other activity it deems appropriate in accomplishing its objectives. Whenever there are current or pending vacancies to the Board of Trustees, the Board will refer names to the Nominating Committee for consideration. The Nominating Committee will make recommendations to the Board, which will vote on the nominations.
SECTION IV. Board members shall serve on at least one (1) committee.
Standing Committees:
Other standing or temporary committees as the Board deems necessary. Appointment of members to committees shall be made in accordance with procedures which the Board of Trustees shall from time to time establish.
SECTION I. Regular meetings. The Board of Trustees shall meet at least once each month in a regularly schedules session. Meeting time and place shall be established by continuing resolution of the Board of Trustees. The notification shall be mailed electronically to each Trustee prior to the meeting and shall include the location, date and agenda of the meeting. The Corporation shall give notice of, and the Board of Trustees shall conduct, all meetings of the Board as if the Board were subject to the requirements of the Montana Public Meeting Law except for publication requirements. The minutes of each meeting shall constitute the public record of the Corporation.
SECTION II. Special meetings of the Board of Trustees may be called by the Chair or Vice Chair, and must be called by the Chair or Vice Chair upon the written request of at least (2) members of the Board of Trustees. Notice of a special meeting of the Board of Trustees shall be mailed electronically to each Trustee not less the 48 hours prior to the meeting. The notification shall include the location, time, date and purpose of the special meeting.
SECTION III. Outgoing officers, as well as committees which complete their work, shall be required to present their material or reports of findings and other materials required of their tenure, to newly elected officers, immediately upon the completion of their duties.
SECTION IV. A majority of the Trustees in office shall constitute a quorum for the transaction of business at any meeting of the Board of Trustees. A quorum shall be present at all meetings at which official action is taken. (A five member board needs 3 members, 7 member board needs 4 members, etc., to constitute a quorum.)
SECTION V. Members of the Board of Trustees shall not be compensated for their services as Trustees. The Trustees shall be reimbursed by the Corporation for necessary expenses incurred in the execution of their duties and responsibilities. No member of the Board of Trustees shall deal or contract with the Corporation in any manner, either personally or through any business entity in which any Trustee is employee, director or owner, either of record or beneficially.
SECTION VI. It is the policy of the Corporation that all persons are treated fairly and that all transactions are conducted openly. During any discussion of any association, all trustees and officers of the Corporation shall disclose the material facts as to any financial interest in any other entity or association.
Section VII. Meeting format. Meeting format shall be set forth in accordance with the Robert's Rules of Order. Rules of order may be suspended by majority vote.
SECTION I. The principal officers of the Corporations shall be Chair, Vice Chair, Secretary and Treasurer. These officers shall be elected by the Board of Trustees from its members at its regular meeting in July. Each officer shall serve for a term of 1 year, subject to removal by a majority vote of the Board of Trustees at any meeting for which notice of consideration of such action shall have been duly given. In the event that any office becomes vacant the Board shall appoint a successor to complete the term of the vacant office. The offices of Chair, Vice Chair, Secretary and Treasurer shall be held by different persons at all times.
SECTION II. The Chair and/or Vice Chair shall preside over all meeting of the Board and shall discharge such other duties as may be prescribed from time to time by the Board of Trustees.
SECTION III. The Secretary shall fill in when the Chair or Vice Chair are unavailable and perform such duties as appointed by the Chair or Vice Chair.
SECTION IV. The Secretary or designees shall keep the minutes of the meeting of the Board of Trustees; shall see that all notices are duly given in accordance with the provisions of the Bylaws, the Articles of Incorporation or as required by law; shall be custodian of the Corporate records; and shall perform such other duties as from time to time may be imposed by the Board of Trustees.
SECTION V. The Treasurer shall be the legal custodian of all Corporate funds and securities; shall see that all funds are deposited in the name of the corporation in such bank or banks as the Board of Trustees by resolution shall specify; shall keep proper account books according to standard accounting practices; and perform such other duties as may be imposed by the Board of Trustees.
SECTION VI. The Board of Trustees shall elect chairs of the standing committees from its non-officer members. Each committee chair shall serve for a term of one (1) year, subject to removal by a majority vote of the Board of Trustees at any meeting for which notice of consideration of such action shall have been duly given. In the event that any office becomes vacant the Board shall appoint a successor to complete that term of the vacant office. The offices of standing committee chairs shall be held by different persons at all times.
SECTION VII. The Board of Trustees by resolution may create such additional and special offices as may be considered necessary or desirable in addition to those here in above described. The appointment, tenure, removal and succession of persons to hold such offices shall be as the Board by resolution shall provide.
SECTION VIII. The Board of Trustees and staff shall be evaluated yearly to maximize the effectiveness of the Board of Trustees and City Club Missoula. Evaluations will be based on an open discussion of the Board of Trustees and staff. Evaluations will be recorded in the minutes of the annual evaluation meeting.
SECTION IX. The order of business at regular meetings shall be:
The Board of Trustees, by majority vote, may change the order of business. The order of business shall constitute the agenda and be mailed electronically to Trustees prior to the meeting.
These bylaws may be amended at the second of any two regular or special meetings of the Board of Trustees, for which notice of consideration of such action shall be duly given for both meetings, by the affirmative vote of 65% of members of the Board. All the members of the Board of Trustees will be notified prior to any amendment taking effect.
All claims, demands, disputes, controversies, or differences that may arise between the members of the Corporation, employees, agents or vendors concerning any aspect of corporate operation including but not limited to management, finance, contractor and membership issues shall be settled by arbitration as set forth in these bylaws. The provisions of this bylaw shall be a complete defense to any suit in any court of competent jurisdiction.
Procedure:
Adopted May 10, 2005 :: Amended April 27, 2006 :: Amended July 18, 2006
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