Clowns Of America International, Incorporated
Bylaws
ARTICLE I
IDENTIFICATION
Section 1. Name
The name of this non profit, 501 c (6) organization is Clowns of America
International, Incorporated, also known as COAI.
Section 2. Fiscal Year
The fiscal year of the corporation shall be July 1 through June 30.
ARTICLE II
PURPOSE
Section 1. Purpose
The purpose of this corporation shall be to organize all members desiring to
pursue the honorable profession and art of clowning, and the dedication
towards its advancement and the education of its members.
ARTICLE III
MEMBERSHIP
Section 1. Membership
This membership corporation is established in accordance with the applicable
provisions of the Minnesota nonprofit corporation act. Membership shall
consist of five categories: Junior, Regular, Family, Senior and Life.
Members in all categories shall have full rights and privileges with the
exception that junior members have no voting privileges and only junior,
regular, senior and life members shall receive THE NEW CALLIOPE. To be
elected to serve on the board a member must hold a regular, senior or life
membership and be at least twenty-one (21) years of age.
- Junior membership is open to youngsters interested in the performing
art of clowning between the ages of 8 and 15
years old, with appropriate proof age presented with application.
- Regular membership shall be open to anyone sixteen (16) years of age
or over desiring to pursue the honorable profession and art of clowning,
and having the dedication toward its advancement, provided the
requirements set forth in these Bylaws are met.
- Family membership shall be open to anyone whose parent, spouse, or
adult sibling residing in the same household is a regular member in good
standing of COAI.
- Senior membership is open to anyone sixty-five (65) years of age or
over, with appropriate proof of age, desiring to pursue the
honorable profession and art of clowning, and having dedication towards
its advancement, provided the requirements set forth in these bylaws are
met.
- Life Membership shall be for anyone who pays a one-time fee set by
the Board for a life membership, or anyone who is elected to be a Life
member by the Board.
Section 2. Dues
Membership dues will be on an annual basis commencing July 1, and will
expire on the last day of June the following year, except for Life members.
A member in good standing is a member whose dues are not in arrears and who
conducts himself/herself according to the rules, regulations and Bylaws of
COAI, as well as the Clown Commandments, also known and accepted as the
Clown Code of Ethics.
Section 3. Termination
Membership shall cease by resignation, nonpayment of dues, death or
expulsion.
- A member in good standing may resign by sending a written
resignation to the business office. The resignation shall be effective
upon receipt unless otherwise specified.
- A member shall be dropped for nonpayment of dues. Dues shall be
received by July 1 or the membership will be terminated.
- A member may be expelled for cause by the affirmative two-thirds
vote of the Board. Before an expulsion, the Board must present charges
to the member and give the member a reasonable time to prepare a defense
as set out in the Minnesota Statue 317A.411.
Section 4. Reinstatement
Reinstatement of membership shall be made automatically
- By payment of the delinquent dues.
- For a person who was expelled and reapplies for membership and the
Board approves of the application.
ARTICLE IV
OFFICERS
Section 1. Officers
The officers of the Corporation shall consist of the President, Executive
Vice President, Secretary, Treasurer, Sergeant at Arms, Regional Vice
Presidents, and a number of Directors At Large. These officers shall be
known as the Board.
Section 2. President
The President shall be the chief executive officer of the Corporation and
shall preside at all meetings of the membership and shall see that all
orders and resolutions of the Board are implemented. The President shall
execute, with consent of the Board, in the corporate name, all authorized
deeds, mortgages, bonds, contracts or other instruments requiring a seal,
under the seal of the corporation (except in cases in which signing of
execution, therefore shall be expressly delegated by the Board to some other
officer or agent of the corporation). The President shall appoint, subject
to the approval of the Board of Directors, all Standing and Special
Committee members unless otherwise specified in the bylaws. The President
shall be an ex-officio member of all committees unless otherwise specified
in the bylaws. The President shall attend to such other duties as directed
by COAI as are incident or applicable to his/her office as prescribed by the
bylaws and the parliamentary authority adopted by COAI.
Section 3. Executive Vice President
The Executive Vice President, in the absence of the President or in case
of the inability of the President, shall perform the function of the
President.
Section 4. Secretary
The Secretary shall attend all sessions of COAI, act as the clerk
thereof, record all correspondence, votes and minutes of all proceedings in
the book to be kept for that purpose and shall perform like duties for the
standing committees when required. The secretary shall give or cause to be
given notice of all meetings of the Corporation and of the officers, when
required to do so by the President or the Board. The Secretary shall answer
all correspondence that comes to COAI or direct the correspondence to the
appropriate officers, and shall keep files and records of all meetings.
Section 5. Treasurer
The Treasurer, subject to the supervision of the Board, shall have
custody of the Corporation funds and securities, and shall keep full and
accurate account of receipts and disbursements in books belonging to the
Corporation and shall monitor the deposit of all monies and other valuable
effects in the name, and to the credit of the Corporation in such
depositories as may be designated by the members. Should the members fail to
designate such depositories, the Board shall designate the depositories. The
books of the Corporation shall be reviewed once a year by an independent
firm selected by the Board. In the case of disability of both the President
and Executive Vice President, the Treasurer shall assume the functions of
the President.
Section 6. Sergeant at Arms
The Sergeant at Arms, under the direction of the presiding officer, will
help to maintain order and decorum at the meetings. The Sergeant at Arms
will act as a doorkeeper, direct the ushers, and will be responsible to the
comfort and convenience of the assembly. The Sergeant at Arms may also
maintain a staff of volunteer assistants, if necessary.
Section 7. Immediate Past President
The immediate past president shall have the option of serving the
organization as a Director At Large while in good standing and until another
member becomes the Immediate Past President. If the Immediate Past President
opts not to serve as a Director, the directorship will remain vacant for the
balance of the term.
Section 8. Regional Vice Presidents
The Regional Vice Presidents shall be residents of the distinctly
different regions of the United States of America, and international
groupings, as designated by the organization. They shall be elected from and
by the general membership in their individual regions. No two may reside in
the same region and a Regional Vice President must continue to live within
the geographical region from which he/she was elected in order to remain
eligible to hold that position. Should the Regional Vice President move
outside of the region, the Board shall declare the office vacant and fill
the position as provided elsewhere in these Bylaws. The Regional Vice
President shall represent the President and COAI when requested to do so by
the President or the Board.
Section 9. Directors at Large
There shall be five (5) Directors at Large. The Immediate Past President
shall be the Director At Large, if qualified as a member in good standing,
providing guidance and consultation to the board when requested. The other
Directors at Large shall be elected in the regular election for officers.
Those positions are: Membership, Education, Conventions, and Alley / Region
Support.
Section 10. Election and Qualifications
- All officer candidates, at the time announcement of their candidacy
(and persons holding office) shall be members in good standing, at least
twenty-one (21) years of age and shall have been members for a minimum
of the past two years. All members of the Board shall take office on the
first of July following their election.
- Proxy voting is prohibited.
- Elections shall be held by mail ballot to be posted by first class
mail by April 15, and must be received by June 7 to be valid.
- A majority vote is of the ballots returned for any particular
office. Blank ballots do not count as a vote and do not effect the
majority.
- The President, Executive Vice President, Secretary, Treasurer,
Sergeant at Arms, and Directors at Large shall be elected by the general
membership.
- The general membership shall elect a President for the coming term
from among the members of the Board then in office.
- The Regional Vice Presidents shall also be elected by mail ballot
with each Region voting only on the candidate from their Region.
- Only one member of the household may serve on the Board at the same
time.
- There are no limitations to the number of terms a person may serve
for any office.
- Write in votes will not be allowed
- Any member desiring to be a candidate shall submit their declaration
of candidacy and requested material postmarked by January 15, to the
alley designated by the Board to conduct elections.
Section 11. Term of office
The term of office shall be two years or until their successor or
successors are elected. The terms will start July 1 of even numbered years.
Section 12. Removal from Office
The Board at a regular or special meeting called for that purpose, may,
by a two-thirds (2/3) vote of the Board, remove any officer or director by
declaring that the office is vacant. (Note, 2/3 of the Board is fifteen
[15]).
Section 13. Resignations
Should an officer, director or regional vice president resign from
office, his/her written resignation shall be presented to the President and
the Secretary of the corporation. Once the resignation is accepted, the
board shall declare the office vacant and appoint a suitable replacement to
serve the balance of the term.
Section 14. Standing Committees
The following standing committees shall be appointed and maintained by
the board: a Bylaws and Rules Committee, a Clown Week Committee, a
Competition Committee, and an Ethics and Grievance Committee. The president
shall not be a member nor an ex-officio of the Ethics and Grievance
Committee. Administration of these committees shall be at the direction of
the board.
ARTICLE V
MEETINGS
Section 1. Meetings
- There shall be one general membership meeting held each year, which
shall be held at the Annual Convention. The date and site of the Annual
Convention shall be designated by the Board.
- Special meetings will be held on an emergency basis only, on dates
so designated by the Board, provided those dates are not on legal
holidays
Section 2. Notice of Meetings
The notice of an annual or special meeting shall be not less than fifteen
(15) days nor more than sixty (60) days. The notice shall be by first class
mail or printed in the NEW CALLIOPE. In a special meeting, only that
business set out in the notice may be conducted. Notice shall be given to
all members in good standing.
Section 3. Quorum
The quorum at an annual or special meeting shall be thirty (30) members
in good standing.
ARTICLE VI
BOARD OF DIRECTORS
Section 1. Duties
- The Board of Directors (hereinafter referred to as the Board) shall
control and manage COAI subject to direction from the membership and
shall determine the location of the principal office and the business
office. The Board shall transact the business of COAI between meetings
of the members in assembly; have exclusive control over responsibilities
that these Bylaws may elsewhere assign to it; and adopt its own
procedural rules.
- Additional duties of the Board shall include, but not be limited to:
- Approve and/or amend the annual budget
- Provide for an annual review of the books. When there is a
change in the office of Treasurer there shall be a certified public
audit
- Set the boundaries of the Regions
Section 2. Membership
The membership of the Board shall consist of not more than twenty-one
(21) members. They are the President, Executive Vice President, Secretary,
Treasurer, Sergeant at Arms, Immediate Past President, Eleven (11) Regional
Vice Presidents, and four (4) Directors at Large.
Section 3. Vacancy
In the event there is an interim vacancy, the Board shall have the power
to fill that vacancy. The vacancy shall be filled by a majority vote at any
regular meeting of the board or special meeting call for that purpose.
Section 4. Meeting
Regular meetings of the Board will be held just before the Annual
Convention in the Spring and at a predetermined meeting in the Fall. In the
event there is no quorum in the Fall meeting, the meeting will proceed with
the normal agenda, however, there shall be no binding votes. The business
discussed will then be brought up at the Spring meeting and the Board shall
have the opportunity to ratify or not. Special meetings of the Board may be
called by the President or shall be called by the President upon written
request of eleven (11) Board members. If there is no quorum at the Spring
Board meeting, the business of the Board meeting shall be conducted as a
Fall meeting where there is no quorum. All business shall then be referred
to the annual meeting for action.
Section 5. Notice
Notice of not less than thirty (30) days nor more than forty-five (45)
days shall be given before a regular or special meeting is called The notice
shall be given personally or by first class mail.
Section 6. Quorum
At any meeting of the Board, including Conference meetings, the quorum
shall be a majority of the directors duly authorized to act.
Section 7. Open Meetings
All meetings of the Board shall be open to members of COAI. The Board may
go into executive session (closed) when matters of privacy are concerned.
Section 8. Conference
Conference meetings may be held among Directors, or among members of any
committee designated by the Board, by any means of communication through
which all participants may simultaneously hear each other during the
conference, constitutes a meeting of the Board, or the committee, providing
proper notice was given and a quorum is present for the conference.
Section 9. Voting
The vote of a majority of the members of the Board at any meeting, at
which a quorum is present, shall be sufficient to take any action unless
otherwise limited by the Articles of Incorporation or these Bylaws.
Section 10. Proxy
Proxy voting is prohibited
ARTICLE VII
EXECUTIVE COMMITTEE
Section 1. Members
The members of the Executive Committee shall be the President, Executive
Vice President, Secretary, Treasurer, and Sergeant at Arms
Section 2. Duties
The Executive Committee shall be empowered to execute the business of the
Corporation upon authorization of the Board
ARTICLE VIII
CLOWN ALLEYS
Section 1. Definition
Any five (5) members or more of the Corporation in any country, state,
province, territory, county, municipality, or contiguous metropolitan area
may organize and form a local chapter for convenience purposes in order to
coordinate and carry out the goals and principles of the Corporation, and it
shall be called a Clown Alley. A Clown Alley shall not be construed as an
agent, servant, or employee of the Corporation and shall have no right,
power, or authority to bind, obligate, or otherwise render the Corporation
liable for its actions or conduct. No Clown Alley shall use the COAI tax
identification number
Section 2. Charter
After receiving the appropriate application and fees, the Corporation may
grant a charter to a Clown Alley. In accepting the charter, the Clown Alley
agrees to comply with the Charter, Bylaws, rules and regulations of the
Corporation.
Section 3. Internal Rules and Regulations
Clown Alleys shall prescribe such rules, regulations, and provisions as
they deem necessary and suitable to carry out their own organization, but
the same shall not in any way be in conflict with nor exceed the powers or
principles laid down in these by-laws.
Section 4. Reports
By the first (1st) day of March each and every year, a chartered Clown
Alley must submit to the COAI Alley Coordinator a complete listing of all
names and address of the members and officers of the Clown Alley. All
members of a COAI Chartered alley must be members in good standing of COAI.
ARTICLE IX
AFFILIATE ORGANIZATIONS
Section 1. Affiliate Organizations
The Board may recognize, and associate with, other organizations.
ARTICLE X
PARLIAMENTARY AUTHORITY
Section 1. Parliamentary Authority
The rules contained in the current edition of Robert's Rules of Order
Newly Revised shall govern COAI in all cases to which they are applicable
and in which they are not inconsistent with these Bylaws and any special
rules of order that COAI may adopt
ARTICLE XI
AMENDMENTS
Section 1. Amending the Bylaws
These Bylaws may be amended at any general membership (annual or special)
meeting. Notice of proposed amendment shall be given with the notice of the
meeting. In order for the amendment to pass it shall require a two-thirds
(2/3) affirmative vote of the votes cast by members present and voting. Only
members in good standing shall be allowed to vote.
Section 2. Considering defeated amendments.
If a proposed amendment has been defeated within the last three (3)
years, it may be considered again only if 2/3 of the members present and
voting want it to be considered.
ARTICLE XII
GENERAL AUTHORITY
Section 1. Books & Records
Correct and complete books, which include records of accounts and
transactions, minutes of the proceedings of membership meetings and Board
meetings shall be kept by the Corporation and reviewed yearly. The President
of the Corporation shall cause, to be prepared annually, a full and correct
statement of the affairs of the Corporation, including a balance sheet and
financial statement of operations for the preceding fiscal year, which shall
be submitted at the regular meeting of the membership and filed within
twenty days thereafter with the Secretary of the Corporation.
Section 2. Indemnification
Each officer, director, and employee of the Corporation shall be
indemnified by the Corporation against expenses reasonably incurred by
him/her in connection with any action, suit, or proceeding to which he/she
may be made party by reason of his/her being, or having been, an officer,
director, or employee of the Corporation, except in relation to matters as
to which he/she shall be financially adjusted to such action, suit, or
proceeding, to have been derelict in the performance of his/her duty as an
officer, or director, or employee; and the foregoing right to
indemnification shall not be exclusive of other rights he/she may be
entitled to as a matter of law. All COAI officials and agents handling the
organizations funds shall be bonded.
Section 3. Salaries
No officer or member of the Board shall receive any salary for serving as
an officer or member of the Board.
Section 4. Use of Corporate Name
No member of COAI shall use the name COAI or any facsimile thereof,
without the prior written consent of the Board
Section 5. The NEW CALLIOPE
COAI shall produce a magazine called THE NEW CALLIOPE every other month
(six a year), to be distributed only to full members of the organization. A
portion of each member's dues annually shall be applied to a yearly
subscription to THE NEW CALLIOPE. The Board shall set the subscription fee
and it shall be published in each issue of the NEW CALLIOPE.
ARTICLE XIII
DISSOLUTION
In the event that COAI shall cease to exist and shall leave no successors,
then, the persons who are members of the Board even if less than a quorum,
shall be authorized to select another organization dedicated to similar
purposes to succeed to the powers of COAI. In the event of any interim
period before the selection of such a substitute organization, the Board
then serving shall be authorized to exercise all of the powers of the
Corporation, including the power to fill any vacancies of the Board. In
dissolution, none of the monies or property shall inure to the benefit of
any member.
|
