Zonta International is a leading global organization of professionals empowering women worldwide through service and advocacy.
Zonta International envisions a world in which women's rights are recognized as human rights
and every woman is able to achieve her full potential.
In such a world, women have access to all resources
and are represented in decision making positions on an equal basis with men.
In such a world, no woman lives in fear of violence.
Empowering Women Through Service and Advocacy
ZONTA CLUB OF THE VILLAGES BYLAWS
BYLAWS COMMITTEE: Donna Ketchum-Colletta (chair), Linda Pelletier, Carol Lench, Shari Munro Adopted by the Membership on February 9, 2015
Article I Name
The name of this organization shall be the Zonta Club of The Villages. It shall exist only as a chartered club of Zonta International.
Article II Objects1 The objects (goals) of this club and of Zonta International are:
(a) To improve the legal, political, economic, educational, health and professional status of women at the global and local level through service and advocacy.
(b) To work for the advancement of understanding, goodwill, and peace through a world fellowship of members.
(c) To promote justice and universal respect for human rights and fundamental freedoms.
(d) To be united internationally to foster high ethical standards, to implement service programs, and to provide mutual support and fellowship for members who serve their communities, their nations, and the world.
Article III Policy SECTION 1. Nonpartisan and Nonsectarian This club shall be nonpartisan and nonsectarian.
SECTION 2. Principles and Public Issues This club may express itself about, and become involved in principles and public issues having a bearing on its Objects, following the policies established by the Zonta International.
1The objects of each club are necessarily those of Zonta International. It is of course possible to refer to the objects of ZI. However, it is better to specify the objects of ZI in club bylaws, because some members who have copies of the club bylaws may not have the ZI Bylaws.
Article IV Membership SECTION 1. Categories
The membership of this club shall be limited to Classified Members, Past International Presidents, and Honorary Members.
SECTION 2. Election to Membership (a) Membership shall be drawn from women and men with experience in a recognized business or profession.
(b) A candidate must be willing to actively support and implement the Objects of Zonta International.
(c) All candidates for membership, meeting the requirements for membership in these bylaws, shall be considered.
(d) The club membership Chair/Committee shall review proposals for membership, whether by application or invitation, and present the name(s) of all candidates to the club board. Recommendation for membership is made by the club membership.
(e) Every member shall be assigned a classification based on the Zonta International Marian de Forest Membership Manual. A classified member has all rights and responsibilities of membership, including the right to hold office and represent the club at meetings, except as otherwise provided in these bylaws.
SECTION 3. Past International President The club may retain as a member or may elect to its membership, without any classification requirement and without additional initiation fee, a Past International President.
SECTION 4. Honorary Members Honorary Members shall be persons who have distinguished themselves by some unusual service other than their service to Zonta. An honorary member shall be entitled to all membership privileges of the club except those of, holding an elective office or directorship, of making motions and voting; or of representing the club as a delegate or alternate. The club shall determine the specific tenure of any Honorary Membership. An Honorary Member shall be exempt from the payment of dues, and the club shall pay the international, district and area dues of any Honorary Member the club elects.
SECTION 5. Transfer Privileges A member of another Zonta club who moves to the geographical location of the Zonta Club of The Villages may transfer membership to that club, provided the required dues have been paid.
SECTION 6. Duration of Membership a) Classified membership shall be for life except as otherwise provided in these bylaws
(b) Attendance at monthly meetings is expected of all club members.
(c) Any member in arrears for dues for sixty days (60) shall forfeit membership. An individual whose membership has been terminated for nonpayment of dues may be reinstated upon a two-thirds vote of the board, provided payment for current dues obligation has been made and the reinstatement fee has been tended to Zonta International.
SECTION 7. Resignation of a Member The resignation of a member shall be given to the club president, who shall present the resignation to the board and to the club members.
SECTION 8. Leave of Absence Leave of absence may be granted to a club member upon approval of the board for a period to be determined by the board. A member on leave of absence is excused from participation in club activities, but is obliged to pay all Zonta International, District, and club dues.
Article V Meetings of the Club
SECTION 1. Regular Meetings Unless
otherwise ordered by the club or by the board, regular dinner meetings shall be held on the second Monday of each month. The June, July and August meetings will be at the direction of the Board members.
SECTION 2. Election Meeting and Annual Meeting The Election Meeting of officers and directors shall be conducted at the April meeting. The May meeting shall be known as the Annual Meeting. The Annual Meeting shall be for the purpose of receiving reports of the activities of the club, the installation of officers and directors, and for any other business that may arise.
SECTION 3. Special Meetings Special meetings may be called by the President and at the request of five (5) members of the club. At least ten (10) days notice, either written or oral notice of a special meeting shall be given. The business to be transacted at a special meeting shall be limited to that mentioned in the meeting notice.
A special Orientation Meeting will be held for all new members. The suggested time of the orientation meeting is in the fall, with the exact date to be determined by the board.
SECTION 4. Meeting of the Board The board shall hold regular monthly meetings on the last Monday of the month, unless otherwise ordered by the board. A majority of the members of the board shall constitute a quorum.
SECTION 5. Quorum One third of the membership shall constitute a quorum at any regular or special meeting of the club.
Article VI Officers and Board of Directors SECTION 1. How Constituted The club board shall be comprised of the elected officers: president, vice president, secretary, treasurer and two directors. These constitute the voting members of the club board. The past president is an advisor to the board, but does not carry a vote. A member of the District nominating committee is not eligible for nomination as a club officer.
SECTION 2. Qualifications Officers shall have experience in a decision-making capacity. To be eligible for the office of president, a member must at some time have been a member of the board for at least one (1) year, except in the case of a newly chartered club.
SECTION 3. Election At the election meeting, officers and directors shall be elected by ballot unless there is one (1) nominee for each office, in which case a voice vote may be taken. A majority vote of those members present shall be required to elect officers and directors.
SECTION 4. Terms of Office The officers and directors shall take office June 1. Officers shall hold office for either one or two years, preferably two (2) years, or until the successors are elected and take office. Directors shall hold office for two (2) years. If an officer or director is elected to fill an unexpired term, the officer or director shall serve the remainder of the term. With the exception of the treasurer, who shall serve no more than four (4) consecutive years, no officer or director shall be eligible to serve more than two (2) consecutive years in the same office. A member who has served previously as an officer or director is eligible to serve in the same office again after an intermission.
SECTION 5. Resignation of a Board Member A resignation from office shall be sent to the president who shall refer it to the board for action.
SECTION 6. Removal from Office The club members may remove an officer or director for cause. Cause shall include but not be limited to failure, without excuse, to attend meetings; failure to perform the duties of the position; or acting in such a way to injure the good name of Zonta or
hamper its work. A complaint in writing against an officer or director for such behavior shall be referred to the club board.
The complaint shall include specific charges and available evidence. Thereafter, the board shall make a recommendation to the club members for a decision. Due notice in writing of the matter to be voted on at a meeting shall be given to all members.
The board member concerned shall be entitled to be present for consideration of action to be taken but shall not be entitled to vote. Removal shall be by a two-thirds (2/3) ballot vote of the club members present and voting.
If the club fails to act, the complainant can notify the district board, which shall initiate disciplinary proceedings. If the district board fails to act, the complainant can notify the Zonta International Board, which has full authority to initiate and impose discipline on its own.
SECTION 7. Vacancies In case of vacancy in the office of president, the vice president shall become president. The board shall fill vacancies in other offices.
SECTION 8. Duties of Officers The officers of the club shall perform the duties prescribed by the club, by these Bylaws, and by the Bylaws of Zonta International.
(a) President The president shall preside at all meetings of the club and of the club board and shall be the chief executive officer of the club, and countersign all payment orders and checks drawn by the treasurer.2 Subject to approval by the board, the president shall appoint the chairmen of all standing committees and other committees except the Nominating Committee and shall be an ex-officio member of all committees except the Nominating Committee. The president shall present a report at the club’s Annual Meeting (May) reviewing the year’s activities and offer pertinent recommendations.
The president shall brief the incoming president on all club activities and polices and hand over all club records and relevant materials within a reasonable time after the incoming president assumes office.
(b) Vice President In the absence or inability of the president, the vice president shall perform the duties of president. The vice president may serve as a Chair of a Committee and may be assigned other duties by the club board. The Vice President shall be responsible for monthly programs.
(c) Secretary The secretary shall keep a record of the proceedings of the meetings of the club and of the meetings of the board, conduct correspondence not specifically assigned to other officers or committees, and
2 The ZI Bylaws do not require that the president countersign all checks. In any event, club Bylaws should provide that all checks be signed by two officers.
perform other duties as assigned by the board. The secretary, through electronic communications, will send out the minutes of the prior meeting to membership seven (7) days prior to the next meeting.
(d) Treasurer The treasurer shall be responsible for the funds of the club and be a member of the budget committee. The treasurer shall disburse funds by check, as directed in accordance with the approved budget. The treasurer and the budget committee shall prepare an annual budget and submit it to the board before consideration by the club. The treasurer shall make monthly reports to the board and the club. All payment orders and checks drawn by the treasurer are required to be cosigned by the treasurer and the president.
The treasurer shall notify members sixty days (60) prior to the date in which dues are to be tendered. The dues shall be payable before May 31.
Within forty-five (45) days of the close of the fiscal year, all accounts shall be examined (audited) by a person independent of the board. No later than forty- five (45) days after the term of office ends, the treasurer shall turn all records over to the successor.
(e) Directors The directors (2) shall actively participate in all club board meetings. The directors shall seriously consider all matters presented at the board meetings and how the decisions will benefit the entire club membership and the district.
SECTION 9. Duties and Powers of the Board The elected officers and the two directors shall constitute the board. The board shall have general supervision of the affairs of the club between meetings of the club, provided that none of its acts shall conflict with action taken by the club. The June, July, and August club meetings will be at the direction of the Board members.
It may act upon routine questions in carrying out established policies, but shall not determine policy, authorize projects and donations or adopt the budget. The Board may grant approval for incidental expenses, under $100, with proper documentation and/or receipts provided to the treasurer.
It may make recommendations to the club, receive such reports of Committees as it may find necessary and perform such duties as are required by these Bylaws and by the Bylaws and Rules of Procedure of Zonta International. The Zonta Club Manual shall serve as a guideline for club operations.
Article VII Nominating Committee SECTION 1. Election
At the election meeting held in April, the club shall elect a Nominating Committee of three (3) members for the next year.3 If the nominees are unopposed, a voice vote of club members may be taken and the nominating committee members may select their own chairman.
SECTION 2. Duties It shall be the duty of the Nominating Committee to nominate one (1) or more members for each office or directorship to be filled at the annual Election, Meeting and to nominate at least three (3) members for the next year’s Nominating Committee. No name shall be presented unless the nominee has consented to serve if elected.
SECTION 3. Report of the Committee The Nominating Committee shall report the slate of officers, directors, and members of the Nominating Committee at the March business meeting prior to the April Election Meeting unless otherwise directed by the club. Additional nominations may be made from the floor, provided the consent of the nominee has been obtained.
Article VIII Committees SECTION 1. Committees
Every club member is required to serve on a committee.
There shall be the following mandatory committees and such other standing and special committees as the club board authorizes to achieve biennium goals:
(a) Mandated Standing Committees The Zonta International by laws require each club to have a Membership, Service, and Advocacy Committee.
1) Membership The committee shall determine the eligibility of each person proposed for membership; promote means to increase the membership of the club; and maintain the club database
2) Service The committee shall have charge of all service activities of the club and shall recommend service projects and a service budget
3) Advocacy The committee shall recommend action in accordance with the Objects of Zonta International to improve the status of women and to promote legislative awareness, advocacy, and equal rights.
(b) Other standing and special committees may include: United Nations Committee, Fund Raising Committee, Communications Committee, Budget Committee, By-Laws Committee, Parliamentarian, Fellowship, and Newsletter Committee.
3If any club offices have a one-year term, substitute “year” for “term.”
(c) Ad hoc committees may be appointed at the discretion of the president.
SECTION 2. Appointment Except as otherwise provided in the Bylaws, the club president shall appoint Committee Chairs, subject to consent of the member to serve.
SECTION 3. Reports Committees shall report regularly to the club board and submit, a written report to the club at the May Annual Meeting,
Article IX Fees and Dues SECTION 1. Fiscal Year
The fiscal year of this club shall be from June 1 to May 31.
SECTION 2. Initiation and Reinstatement Fees The initiation fee shall be that established by Zonta International and shall be paid to Zonta International as a new member fee on acceptance to membership. A former member of this club or of another Zonta club who is re-elected to membership in accordance with requirements of Article IV shall be subject to a reinstatement fee as established by Zonta International and which shall be paid to Zonta International.
SECTION 3. Annual Dues The club shall establish the annual club dues for each member. Any change in the amount of annual club dues shall be approved by a two-thirds majority of the club members.
Members admitted from June 1 through November 30, shall pay full year dues to Zonta International. Members admitted from December 1 through May 31, shall pay one-half (1/2) dues to Zonta International, district, and the club. Each new member or reinstated member shall pay a new member fee to Zonta International.
The dues shall be payable before May 31. From these dues the club shall pay the annual dues and fees of members to Zonta International and to the District.
SECTION 4. Financial Audit The board shall cause the club financial records to be examined by a person independent of the board. For purposes of the examination, the books shall be closed at the end of the fiscal year.
Article X Corporate Property All property, real, personal, or mixed, legal or equitable, acquired by this Zonta club by grant, purchase, gift, bequest or devise, shall be its corporate property.
Article XI Suspension or Expulsion Club members may expel any member of the club, who has acted in a way to injure the good name of Zonta or to hamper its work. A complaint in writing against a
member for such behavior may be made to the club board. The board shall refer the complaint to a committee appointed by the club board for investigation (or a committee elected by the club if the complaint is against a club officer, per Article VII Section 6).
The complaint shall include specific charges and available evidence. The committee shall give the member concerned an opportunity to respond in writing and may hold a hearing with the member concerned, the complainant and witnesses if any.
Thereafter the committee shall make a recommendation to the club board. If the club board determines that further action regarding expulsion is necessary, it shall make a recommendation to the club members for a decision at a meeting of which written notice has been given to all members. The member concerned shall be entitled to be present for consideration of action to be taken but shall not be entitled to vote. A two-thirds (2/3) ballot vote of club members present and voting shall be necessary for expulsion of a member.
Notice of the board or club decision shall be mailed with proof of service to the complainant and to the member concerned forthwith. The decision of the club board or club members may be appealed by the complainant or the member concerned to the district board within 45 days from the date on which the notice of decision is mailed to the parties. Expulsion shall be by a two-thirds (2/3) ballot vote of the entire elected district board. The decision of the district board shall be mailed with proof of service to the complainant and to the member concerned forthwith.
The parties to the Zonta International Board may appeal the decision of the district board within 45 days from the date on which the notice of decision is mailed to the parties. Expulsion shall be by a two-thirds (2/3) ballot vote of the entire Zonta International Board. The decision of the Zonta International Board shall be final.
If the club fails to act, the complainant can refer the matter to the district board, which shall initiate disciplinary proceedings. If the district board fails to act, the complainant can refer the matter to the Zonta International Board, which has full authority to initiate proceedings and to impose discipline on its own.
Article Xll Seal, Colors, Name and Emblem SECTION 1. Seal The corporate seal of Zonta International, with the addition of the name of the club shall be the seal of this club.
SECTION 2. Colors and Emblem The official colors of the club shall be those of Zonta International, mahogany and gold. The emblem of the club shall be those of Zonta International.
SECTION 3. Symbol The symbol of Zonta is the yellow rose.
SECTION 4. The Zontian Magazine The Zonta International Board shall publish, under its supervision and control, The Zontian magazine, shall be the official registered publication of Zonta International. All club members, in good standing, are entitled to a copy of The Zontian magazine.
Article XIII Parliamentary Authority The rules contained in Robert’s Rules of Order Newly Revised shall govern this club in all cases in which they are not inconsistent with the club Bylaws or Rules of Procedure, the Zonta International Bylaws or Rules of Procedure, or the Rules of Procedure of the District in which the club resides.
Article XIV Amendment to the Bylaws These Bylaws may be amended by a two-thirds (2/3) vote of the club members present and voting at any regular meeting or special meeting called for the purpose, provided that such amendment is not inconsistent with the Bylaws or Rules of Procedure of Zonta International and further provided that notice of such proposed amendment shall have been sent to each member at least ten (10) days before the meeting.
Article XV Convention SECTION 1. Purpose
Zonta International shall hold a biennial convention to present an informative, motivational, educational program; determine the policies of Zonta International; elect the International officers, directors, and nominating committee; receive reports; vote on bylaw amendments; vote on International dues and fees; vote on resolutions and goals that establish the International service projects; and any other business.
SECTION 2. Clubs and Voting Each club of Zonta International shall be entitled to one (1) convention voting delegate and (1) alternate. If the membership of any club, based upon the dues payment through March 1, exceeds thirty (30) members, the club shall be entitled to a second voting delegate and alternate.
Upon return from the Convention, the delegate shall present to the membership the results of the Convention. The club shall provide a stipend to the convention delegate and the alternate.
SECTION 3. Proxies Any club unable to send a delegate to convention may be represented by proxy. A club electing to be represented by proxy shall be entitled to its total votes by proxy. A club may carry the total proxy votes from each of two (2) other clubs except that the total votes carried by one (1) club may not exceed five (5). The club shall provide a stipend to the delegate carrying the proxy vote.
revised April 2015