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Constitution of the Salem City Club
Article I: Name
This organization is named the SALEM CITY CLUB.
Article II: Purposes
The purpose of this organization is:
a) To provide a common meeting ground for persons of divergent beliefs, politics, and occupations, for the interchange of ideas and stimulation of intelligent thinking and action on civic affairs.
b) To inform and activate its members and the community in public matters, and to arouse in them an appreciation of the responsibilities of citizenship.
Salem City Club achieves these purposes by providing regular meetings, lectures, discussions, committee work and other means the membership or the Board may deem appropriate.
Article III: Membership
Membership in the organization is subject to terms and conditions contained in the Bylaws.
Membership dues are as established by the Board.
Article IV: Officers and Governors
Each year the members shall elect a President, a President-elect, a Vice-President for Program, a Vice-President for Membership, a Treasurer, and two of the six governors, since the six governors serve staggered three year terms. Each officer shall serve until the next annual meeting or until a successor is elected. No person shall be eligible for election as president who has not served as a member of the Board for a period of at least one year.
The Board shall consist of the elected officers, six elected governors and the immediate past president, who shall be a voting member of the Board. The term of office for each governor shall be three years.
No member shall be eligible for election as an officer or governor who is at the time a candidate for or who is holding elected public office. If any Club office holder accepts or becomes a candidate for such office, this constitutes an automatic resignation from the Club office.
The Board shall constitute the executive body of the Club and shall transact its business and direct its activities. A majority of the voting members of the Board shall constitute a quorum.
The Board, by a two-thirds vote of its members present, provided there is a quorum, may propose an amendment to the Bylaws. The amendment shall take effect following the second regular meeting after notice of the proposed amendment has been mailed or e-mailed to each member, unless written notice of objection is brought to the Board by either mail or e-mail no later than one week following delivery of notice of proposed amendment.
Any member of the Club dissatisfied with any action of the Board may contact the Board in writing and explain the objection. After doing so, the member may give notice of objection at any regular membership meeting or through the Bulletin. Discussion and vote on the objection shall be scheduled at the next general meeting of the members after notice is given. Decisions reached by a 2/3 vote of the membership in this manner shall supersede the action of the Board.
No Board member is authorized to express the opinion of the Club unless the opinion is adopted by majority vote of those members attending a regular membership meeting.
If a member of the Board fails to attend three consecutive regular meetings of the Board without an excuse deemed valid by a vote of the Board and duly recorded by the Board, the Board shall notify the member by mail or e-mail that this shall be deemed a resignation by such Board member and shall create an automatic vacancy in such position. If such Board member is an officer of the Club, this shall also create an automatic vacancy in the office. The member will have resigned by failure to attend.
Any vacancy which occurs on the Board during the Club year shall be filled by appointment by the Board. The appointee will serve until the next annual meeting, at which time the unexpired term of office, if any, will be filled by election of the membership pursuant to the provisions of the Constitution and Bylaws.
Article V: Staff
The Board may retain the services of an Executive Secretary who shall, under the direction of the Board, perform such duties as may be required by the Constitution, Bylaws or Board action.
Article VI: Committees
Following the annual meeting, chairpersons for Program Committee, Membership Committee, and any other standing committee shall appoint members to those committees. The Nominating Committee is appointed by the Board. The Board may provide other means for appointment to specific committees.
No committee shall publish any official report except by authority of the Board.
Article VII: Elections
The Board shall appoint a Nominating Committee of no fewer than five members, not more than two of whom shall be members of the Board. The Nominating Committee shall be appointed by February first. Notice of the Nominating Committee members, and of offices to be filled, shall be published in the next Bulletin, along with a request that members suggest names of possible candidates.
The Nominating Committee shall nominate one or more candidates for each office to be filled. The Nominating Committee may choose to invite the President-elect to concurrently serve as Vice-president of Program. The Nominating Committee shall submit to the Board a list of all persons nominated not later than April first. The list of persons nominated shall be published in the next scheduled Bulletin along with an invitation to members to nominate additional candidates. Additional nominations are made to the Executive Secretary not later than May first. No member shall be nominated for any position without his/her consent.
If the Nominating Committee nominates more than one candidate per office, or if there are additional nominations, the election shall be conducted as established by the Board. Ballots shall be returned to the Executive Secretary at least four days prior to the annual meeting. Ballots may also be sent and returned electronically by e-mail.
If the Nominating Committee nominates no more than one candidate per office, and if there are no additional nominations received before May first, the persons nominated by the Nominating Committee are declared elected.
Article VIII: Meetings
The Club shall hold an annual meeting at a time determined by the Board and periodic meetings at such times and places as the Board may designate.
Special meetings of the Club shall be called by the President, or by the Board, or upon receipt by the Board of a petition signed by twenty percent of the members. The Executive Secretary shall mail or e-mail to each member of the Club notice of such special meeting at least seven days before the date fixed for such meeting, stating the purpose of said meeting.
Twenty-five members shall constitute a quorum for the transaction of business at any regularly held general membership meeting.
Article IX: Amendments
Any member may propose an amendment to the Constitution, after informing the Board in writing or by oral presentation. A proposed amendment must be mailed or e-mailed to all members at least seven days prior to a regular membership meeting at which it is explained. At the following regular membership meeting, a proposed amendment may be adopted by two-thirds vote of the members present.
Article X: Dissolution
Provisions for the distribution of assets on dissolution or final liquidation are:
a) The Corporation may be dissolved upon a two-thirds vote of the membership appearing at a meeting, after at least 30 days prior notice in writing to each member of the purpose of the meeting.
b) Upon the dissolution of the Corporation or the completion of its affairs, the assets of the Corporation, after payment of all liabilities, shall be distributed exclusively to charitable organizations which qualify under the provisions of Section 501 (C) (3) of the Internal Revenue code and its regulations, as they now exist, or as they may hereafter be amended. The organizations to which such assets are to be distributed, and the character and amount of the assets to be distributed, shall be determined by the Board in existence at the time of the dissolution of the Corporation.
Click here for the Bylaws.