5. The President shall be the chief executive officer of the club, shall have general and active management of the business and affairs of the Club subject to the directives of the Board of Directors, and shall preside at all meetings of the Board of Directors. He shall preside at all meetings of the members. He shall enforce the By-laws and perform the entire duties incident to this office and those which are required by law. He shall execute all contracts of the Club except those the Board delegates to another director. The President shall serve for a one year term, unless nominated and elected to serve one additional one year term. In addition, the Vice President may serve the remaining portion of any presidential term which is vacated as a result of the resignation, permanent disability or death, of the previous President.
6. The Vice President shall serve in the office of the President as an assistant to the President, shall possess the power to perform all the duties of that office, and shall participate in the management of the business and affairs of the club subject to the directives of the President.
7. The Membership Director shall be responsible for all membership activities, including promotion of new member enrollment, verifying new applicants, seeking Board approval for them, membership renewal, pursuit of old member dropouts and coordinate with the Club Secretary and Treasurer to keep the Club Membership roster up-to-date.
8. The Secretary shall record and publish the minutes to Board members. After review by the President, he shall disseminate the agenda and relevant documents to Board Members. In cooperation with the Website Director and the Membership Director, he shall maintain the official club database. He shall oversee the IMCA Central Filing System.
9. The Treasurer shall develop, maintain and report on the Club budget, bank accounts, accounts payable and receivables and the finances of the Club, including the necessary official filing of reports with state and federal agencies.
10. The Program Director shall develop and deliver an annual program of select speakers that meet the Club's purpose, for approval by the Board of Directors. He shall have a set of back-up speakers for any needed last minute replacements. The annual Program shall be published prior to the first meeting of the season. He shall be responsible for introducing the Luncheon Speakers.
11. The Social Director shall plan, organize, and execute all major club functions, including the annual dinner dance, plays or performances, trips, etc . He shall work with the Communication Director in the preparation of Flyers.
12. The Director of Membership Luncheons shall plan, organize and execute the monthly luncheon and serve as liaison with the host establishment for all associated issues. He shall plan meals with guidance from the Board of Directors and input from the host establishment managers. He shall also work with theCommunication Director in preparation of Flyers. He shall assign a reception team to check in members, and distribute membership packets, name tags, and place savers.
13. The Communications Director prepares newsletters, and assists in the preparation of flyers for those organizing various activities. Plays a key role in marketing IMCA both internally and externally, so as to continue to attract high caliber candidates for membership. Acts as Chief Editor for all IMCA Correspondence (e.g. Newsletters, Informational Flyers, Directory, Brochures, and all printed material. Assists in organizing Annual Meetings, and regular reporting on IMCA Board activities and decisions.
14. The Dining Out Director shall develop and deliver the dining out and cocktails and conversation programs, their memberships, schedules, activities and events.
15. The Director of Website Activities shall manage the activities of the website to include oversight of the designer, the webmaster and the finances of the area. He shall be the liaison between the Board and his website support team. He shall suggest website changes and give financial updates to the Board from time to time.
16. Directors at large shall perform such other functions as assigned by the President, with approval of the Board.
17. Past Presidents are invited to attend Board Meetings as non voting members.
18. There shall be an Annual Meeting every November, directly following the luncheon speaker. This meeting shall be made known to all members no later than a month prior. The President shall present the Annual Report (President's Report), Audit Report and any other information deemed important. The Annual Report (President's Report) shall have been distributed to all members no later than the end of the May prior, and printed in the Directory. Time shall be made available for membership response.
Article IV: Nominating Committee
A Nominating Committee, selected as provided for below, shall be convened in May of each year and shall, after consultation with the Board, develop a slate of Members to fill each of the positions specified in Article III that are open for reelection or replacement in the forthcoming term, including such number of Directors-at-large as the Board may specify for the forthcoming term. This slate shall be reported to the Board and the Membership at large at their meetings in February, in preparation for the election by the membership at the semi-annual meeting in March of each year.
The Chairman of the Nominating Committee shall be selected by the President, subject to the approval of the Board. The Nominating Committee Chairman will select one current member of the Board and another member at large from the general membership to serve on the Nominating Committee. Those nominated by the Nominating Committee will first receive the approval of the Board, prior to submission to the membership for election. The Nominating Committee shall not nominate any of its members. The term of the Nominating Committee is one year. No members shall serve on the Nominating Committee for more than 2 consecutive years.
Article V: Audit and Operations Review Committee
1. The Board shall provide for an audit of the financial records of the Club by a committee of members at least on an annual basis. The Treasurer shall provide the books and vouchers for audit whenever required by the Board.
2. The Board shall have the authority to appoint an Audit and Operations Committee to be composed of three (3) members. No member of the committee shall be a past President or current member of the Board. Committee membership shall be selected to include members with experience in management or finance. The committee shall act only in an advisory capacity to
the board and will report directly to the full Board.
3. The Secretary shall publish the audited report no later than the end of May following the fiscal year end.
Article VI: Other Committees
Other Committees may be formed to enhance additional Club or Board activities. The Board shall determine their number and focus. The President, with Board approval, shall appoint Committee chairmen.
Article VII: Meetings and Functions
1. There shall be ten luncheon meetings each year, providing a featured speaker. The meetings will be held on the second Monday of the month during November to April, and on the second Wednesday of the month during May to October, except during July and August vacation period.
2. Not less than one special event shall be scheduled for members and their guests during each Program Year.
3. The President shall report to the members on the general health of the Club at the Annual Meeting in November as per Article III, para 18.
4. The March luncheon shall also serve as the semi-annual meeting during which new Board members are elected for the new term starting in May of that year.
Article VIII: Finances
1. Initiation and annual dues shall be determined by the Board and collected in advance.
2. The fiscal year shall commence May 1, and shall end April 30.
3. Moneys collected by the Club shall be spent exclusively for Club purposes, except as directed by the Board.
Article IX: Membership Roster
The Membership roster is the property of the Club and cannot be used for any solicitation or commercial purposes.
Article X: Indemnification and Insurance
Unless otherwise prohibited by law, the Club shall indemnify any director or officer, or any former director or officer, against any and all expenses and liabilities incurred by him in connection with any claim, action, suit or proceeding to which he is made a party by reason of being a director or officer. However, there shall be no indemnification in relation to matters as to which he shall be adjudged to be guilty of a criminal offense or liable to the Club for damages
arising out of his own gross negligence in the performance of a duty to the Club.
Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees, costs and disbursements, and judgments, fines, and penalties against, and amounts paid in settlement by, such director or officer. The Club may advance expenses or, where appropriate, may itself undertake the defense of any director or officer. However, such
director or officer shall repay such expenses if it should be ultimately determined that he is not entitled to indemnification under this Article.
Article XI: Parliamentary Authority and Gender
The rules contained in 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. Wherever the masculine gender is set forth herein, it shall be substituted with the female gender where appropriate, and the singular shall encompass the plural where appropriate.
Article XII: Amendments to By-laws
The By-laws of The Club may be amended by a two-thirds majority of the Board.