pro(Mandatory wording in bold face type) CLUB NUMBER ( 30377 )

(Optional wording in regular type)

OPTIMIST CLUB BYLAWS

Effective: March 4, 2020

ARTICLE I – NAME
This Club shall be known as Optimist Club of St. Charles, MO,_an affiliate of
Optimist International.

ARTICLE II – MISSION
By providing hope and positive vision, the members of this Club will bring
out the best in youth, our communities, and ourselves. This Optimist Club
shall make it its goal to achieve, at the minimum, Honor Club status for
Club performance and operations.

ARTICLE III – MEMBERSHIP

Section 1: Membership in this Optimist Club shall represent adults, who are
persons of good character, from the business, social, and cultural
life of the community. All memberships shall be held by individuals
and shall not be transferable.
Section 2. Individuals having executive or supervisory control or authority such
as coaches, assistant coaches, referees, and other participants
managing Club projects are required to be members of the Club to
receive benefits of the Club, including liability insurance protection.
Any contracted or paid person(s) or entity(s) are not subject to this
requirement.

ARTICLE IV – ADMISSION TO MEMBERSHIP

Members shall be admitted to the Club in the following manner:
a. Proposals for membership shall be submitted to the Secretary in the form and manner prescribed by the
Board of Directors and shall bear the endorsement of one or more members in good standing.
b. The Secretary shall immediately refer all such proposals to the Membership Committee for investigation and
recommendation.
c. Upon approval by the Membership Committee, the Secretary shall notify the membership of the identity of the
proposed member and the date the proposal will be voted upon by the Board of Directors.
d. After all members have had opportunity to express objections, if any, the Board of Directors shall approve or
reject the proposal for membership without explanation of its action. A majority vote of those present shall be
necessary to give approval as established by Article VI, Section 3 of these bylaws.

ARTICLE V – TERMINATION OF MEMBERSHIP

Section 1: Any member may resign from the Club provided that all dues and fees have
been paid. Such resignation shall be in writing to the Secretary.
Section 2: Any member who is two (2) or more months in arrears in the
payment of dues or fees to the Club may be suspended from
membership. He or she will be provided written notice by the
Secretary. Upon payment of arrears within 30 days of said notice,
the member’s suspension shall end automatically. If such member
has not paid within said 30 days, his membership shall
automatically be terminated and the Secretary shall so notify him
of that termination.
Section 3: Any member charged with conduct unbecoming an Optimist or
with any act prejudicial to the best interests of the Club or
Optimist International, and against whom such charges are
sustained after opportunity to appear before the Board of
Directors in his or her own defense, may be expelled from
membership, at the discretion of the Board of Directors. Upon
such action by the Board of Directors, the Secretary shall
immediately notify the member in writing, of said action.
Section 4: In case of the resignation or expulsion of any member, the Secretary
shall immediately notify Optimist International and all members of the
Club of such action.
Section 5: Any member whose membership in the Club has been terminated for any
reason shall forfeit all interest in any funds or property of the Club and all
rights to the use of the Optimist name, emblem, or other insignia.
Section 6: It shall be the prerogative of the Board of Directors to confirm any
termination of membership on behalf of the Club.
Section 7. No individual shall be allowed membership or maintain membership
if convicted of any serious crime against a child, person, or entity.
Upon failure of the club board of directors to take action, any
individual charged with conduct unbecoming an Optimist member,
may be subject to suspension and/or termination after an
investigation and/or adjudication by the Optimist International Board
of Directors and after an opportunity to be heard. Said member shall
receive a final notice of determination from the Optimist
International Board of Directors. Such notice by the Board of
Directors shall be given by certified mail and any other delivery
method available.

ARTICLE VI – DIRECTORS
Section 1: The Board of Directors shall have such minimum number of members
as may be required from time to time by any applicable federal,
state or provincial legislation governing not for profit corporations
or organizations. Directors shall serve for a period of two (2) years
or until their successors are duly qualified and elected and shall be
elected accordingly. In the event of a directorship becoming vacant
 for any reason, such vacancy shall be filled by the Board of
Directors, and the appointee shall serve for the duration of the term
of the individual being replaced.
Section 2: The Board of Directors shall consist of the President, the Immediate Past
President, the President-Elect, the Vice President, the Secretary, the
Treasurer, and six (6) elected Directors, each of who shall have the right to
vote. The Board of Directors shall have control and management of the
Club’s activities, determine all policies, elect, dismiss and discipline members
and generally supervise the affairs of the Club.
Section 3: The Board of Directors shall meet at least once each month on a regular day
to be fixed by it at the beginning of each administrative year or at the call of
the President. Any three (3) members of the Board of Directors may call a
meeting providing a three-day notice is given to all members. A majority of
the Board of Directors shall constitute a quorum for the transaction of
business, and a majority vote of those present shall be necessary to give
effect to any action of the Board.
Section 4: Any member of the Board of Directors who is absent from three (3)
consecutive board meetings will forfeit the office with the approval of the
Board of Directors. Notice of said action shall be mailed to all members by
the Secretary.

ARTICLE VII – OFFICERS

Section 1: The officers of this Club shall be a President, President-elect and Vice
President elected annually; and a Secretary and a Treasurer, each appointed
annually by the President, subject to the approval of the Board of Directors.
• The President shall serve as the executive officer of the Club, preside at
all meetings of the membership and the Board of Directors, be an ex-
officio member of all committees, exercise general supervision over Club
affairs and perform such other duties as are ordinarily incumbent upon a
President; and shall represent the Club in all relations with Optimist
International and the District and perform a like function in their behalf in
relation to the Club. The President shall attend all duly called District
meetings or, in the case of absence for good reason, provide for the Club’s
representation by an accredited representative.
• The Vice Presidents (President-Elect and Vice President) shall perform
such duties as are ordinarily incumbent upon Vice Presidents and such
other duties as may be assigned to them by the President or Board of
Directors.
• The Secretary shall keep and maintain the minutes of all meetings of
the Board of Directors, business meetings and all records of membership,
attendance and service to the Club, in the form and manner prescribed by
the Board of Directors. The Secretary shall also prepare and file all reports
required by Optimist International, District administration and generally
perform such duties as are ordinarily incumbent upon a Secretary.
• The Treasurer shall keep and maintain all records of fees, dues and
monies collected and disbursed; submit regular financial statements in the
form, manner and frequency prescribed by the Board of Directors, prepare
an annual statement for the annual meeting of the Club and generally
perform such duties as are ordinarily incumbent upon a Treasurer.
Section 2: All officers shall hold office for one year or until their successors are duly
 elected or appointed as provided in these bylaws. In the event that any office
becomes vacant for any reason, the vacancy shall be filled by the Board of
Directors.
The Club Board of Directors can amend or expand these duties as needed, as
long as they are within the guidelines of Optimist International and standard
Club bylaws.

ARTICLE VIII – ELECTION PROCEDURE

The election of Club officer(s) and Directors should be completed not later than
April 30.
Section 1: Not later than April 1, the President shall with the approval of the Board of
Directors announce the appointment of a Nominating Committee of five (5)
members. The Nominating Committee shall select at least one nominee for
each expiring office and directorship. Such nominations, in writing, shall be
delivered to the Secretary not later than fifteen (15) days thereafter.
Section 2: Upon receipt of the report of the Nominating Committee the Secretary shall,
within seven (7) days, notify each member of the nominations of the
Nominating Committee in alphabetical order, by office and stating the date of
the meeting at which the election shall be conducted. The election shall not
be later than April 30.
Section 3: During the meeting, at which the election is conducted, the President shall
read the notices as issued by the Secretary and then proceed to conduct the
annual election. Separate balloting shall be conducted for each office.
Where there is only one nominee for an office, the President shall request a
unanimous ballot for the nominee. A majority of the votes cast shall be
required to elect. In the case of directors, if the number of nominees exceeds
the number of vacancies, the required number receiving the highest number
of votes shall be declared elected.
Section 4: Write-in candidates will be allowed during the meeting at which the election
is conducted. However, the candidate must give approval for the submission
of his/her name and write-in candidates will be voted on by separate vote.
Section 5: No President of this Club who has served a full term as President shall be
eligible to serve the succeeding year as President.
Section 6: Nothing in this article shall be construed as precluding nominations from the
floor.
Section 7: Only members in good standing shall be eligible to hold office or vote.
Section 8: Voting shall be by individuals and no person may cast more than one vote.
Proxies will not be recognized.
Section 9: All officers and directors shall assume the responsibilities of their respective
offices on October 1 following their election.
Section 10: The Secretary shall report the results of all elections and appointments of
Club officers to Optimist International and the District immediately.
Section 11: Should an officer or board position remain vacant after election, the board
will appoint a club member to fill the vacancy.
Section 12: Friends of Optimist are ineligible to cast votes or serve as an officer
of the Club and/or on the Club Board of Directors (OI Bylaws Article
III, Section 2).

ARTICLE IX – MEETINGS
Section 1: Regular meetings of the Club shall be held at such time and place as
 may be determined by the Board of Directors.
Section 2: Special meetings may be called by the Presiding Officer, or by the
Secretary upon receipt of a written request signed by at least five
(5) voting members in good standing. Every member shall be
notified in writing at least three days in advance of the special
meeting and advised what business will be considered. No other
business may be conducted at the meetings.
Section 3: One-third (1/3) of the voting members in good standing shall
constitute a quorum at any regular, special or annual meeting of the
Club.
Section 4: The current edition of Robert’s Rules of Order (or Code Morin for
French-speaking Clubs) shall govern all deliberations of this
organization and its Board of Directors except as otherwise provided
in these bylaws.

ARTICLE X – REVENUE
Section 1: Each new member of the Club shall pay the OI application fee which well be
deposited with OI. Payment of said fee to be a prerequisite for admission to
membership, payable on demand of the Treasurer.
*Note: This amount may not be less than $30 (U.S.).
Section 2: Annual dues shall be set by the Board of Directors at the July Board meeting,
effective October 1st of the same year. Dues shall be payable in advance
except that each fully paid life member shall be privileged to deduct from
payment of dues the amount equal to the dues payable by the Club to
Optimist International for each member. Membership dues may be voluntary
as administrative costs may be offset by fundraisers, grants or business
sponsorships.
Section 3: The Board of Directors may plan or recommend the raising or accumulations
of revenue from sources other than those stated in this article.
Section 4: All funds, to which the public or members have contributed for the specific
purpose of financing charitable, educational or civic activities of the Club,
shall be used solely for those purposes and separate records of such funds
shall be maintained.
Section 5: The fiscal year of the Club shall be from October 1 of each year until
September 30 next following.
Section 6: The Board of Directors shall arrange for, at a minimum, an annual audit by an
audit committee appointed by the Board of Directors. This audit committee
shall consist of members not also members of the Board of Directors.

ARTICLE XI – COMMITTEES
Section 1: The Board of Directors shall determine the number and purpose of all special
and standing committees required to achieve the purposes of this Club.
Section 2: The Presiding Officer shall appoint the chair and members of all committees
and announce such appointments not later than October 1 following his or
her election.

ARTICLE XII – MISCELLANEOUS

Section 1: A member or individual may act as an agent of an Optimist Club only
upon prior written approval granting such agency by the Clubs Board
 of Directors.
Section 2: In recognition of the benefits and services available to this Club and its
members through its affiliation with Optimist International, this Club shall
exercise its rights and privileges of participation in the government and
activities of Optimist International. This Club shall provide for its proper
representation at all meeting and conventions of Optimist International and
the District. It shall provide for such representation when preparing the
annual budget.
Section 3: While attending any project, meeting, social event, or other
gathering that is conducted for the benefit of the youth in
attendance, adults are expected to refrain from consumption of
alcoholic beverages, tobacco, e-cigarettes, and marijuana products
during any portion of the event.
Section 4: Any person elected to membership in this Club shall be deemed to
have accepted these bylaws and the Bylaws of Optimist
International, and shall be bound by them in all respects as if he or
she had been a member at the time of their adoption.
Section 5: The Board of Directors shall provide for the prompt payment of all
dues and other obligations to Optimist International and to the
District, and shall require the prompt completion and submission of
all reports required by Optimist International and the District.
Section 6: If the Club carries any form of club liability insurance, it must add
Optimist International as an additional insured to the policy. Should
the Club not name Optimist International as an additional insured,
the Club shall hold Optimist International harmless from any liability
and the Club shall reimburse Optimist International for any and all
reasonable attorney fees, court costs, and losses sustained by
Optimist International.
Section 7: These bylaws shall be reviewed annually.

ARTICLE XIII – NOT-FOR-PROFIT ORGANIZATION

Initial here to adopt (U.S. Clubs only) This Club is organized and shall
operate as a not-for-profit organization and shall be
incorporated within the state/provincial/ national statutes as
such. The Club is organized to operate exclusively for charitable
and educational purposes set forth in Section 501(c)(4) of the
Internal Revenue Code of 1986, as now in effect on or as may be
amended (the “Code”), including, but not limited to, developing
Optimism as a philosophy of life, utilizing the tenets of the
Optimist Creed; to promote an active interest in good
government and civic affairs; to inspire respect for the law; to
promote patriotism and work for international accord and
friendship among all people; to aid and encourage the
development of youth, in the belief that the giving of one’s self
in service to others will advance the wellbeing of humankind,
community life and the world.

___________Initial here to adopt (Canadian Clubs only) This Club is organized and
shall operate as a not-for-profit organization and shall be
incorporated as such pursuant to applicable provincial and
 federal laws.

Initial here to adopt (All other countries) This Club is organized and
shall operate as a not-for-profit organization and shall be
incorporated within the state/provincial/ national statutes as
such, developing Optimism as a philosophy of life, utilizing the
tenets of the Optimist Creed; to promote an active interest in
good government and civic affairs; to inspire respect for the
law; to promote patriotism and work for international accord
and friendship among all people; to aid and encourage the
development of youth, in the belief that the giving of one’s self
in service to others will advance the wellbeing of humankind,
community life and the world.

ARTICLE XIV – AMENDMENTS

Section 1: Any amendment to these bylaws must be in conformity with the
Bylaws of Optimist International, shall be adopted by a two-thirds
(2/3) vote of the members present at any meeting, provided that
written notice of the proposed amendments and date of such
meeting shall have been given the members at least two (2) weeks
prior thereto.
Section 2: All amendments to these bylaws must be submitted to Optimist
International for approval.

ARTICLE XV – DISSOLUTION
Initial here to adopt (U.S. Clubs only) After delinquent dues are
paid to Optimist International, Clubs with any remaining assets are
encouraged to contribute them to Optimist International, the
Optimist International Foundation, the Canadian Children’s Optimist
Foundation, another Optimist Club, or another not-for-profit
organization. If no disposition of the club assets is completed within
120 days after the effective date of dissolution, the assets of the
Club shall be distributed to Optimist International or the Optimist
International Foundation.
Initial here to adopt (All other countries) After delinquent dues are
paid to Optimist International, Clubs with any remaining assets are
encouraged to contribute them to Optimist International, the Optimist
International Foundation, the Canadian Children’s Optimist Foundation,
another Optimist Club, or another not-for-profit organization. If no
disposition of the club assets is completed within 120 days after the
effective date of dissolution, the assets of the Club shall be distributed
to Optimist International or the Canadians Children’s Optimist
Foundation for Canadian Clubs, or the Optimist International Foundation
for all other Clubs outside of Canada.

Please sign below and fax to Optimist International (314) 371-6006 or scan an email to:
membership@optimist.org.
Name of Club:

Approved
(President) (for Optimist International)

Date Approved
(Secretary) (by Optimist International)

Date Adopted

Document Revised: March 2020