of Cape May County

Club #102226


Article I


Section 1.01 The name of this Club shall be Soroptimist International of Cape May County.

Article II

Objects and  Enabling Provisions

Section 2.01 The objects of Soroptimist International of Cape May County shall be:

a) To promote and fulfill the purposes of Soroptimist as defined in the Constitution of Soroptimist   International.

b) To inspire action and create opportunities to transform and improve the lives of women and girls in our communities and throughout the world.

Section 2.02 These Bylaws are intended to be enabling in nature so that the greatest degree of authority and power is vested in the Club members and the Board of Directors.

Section 2.03 No part of the net earnings of any Club shall inure to the benefit of, or be distributable to, its directors, officers, members, or other private persons, except that each Club shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its exempt purposes.  Except as otherwise provided by Section 501(h) of the Code, no substantial part of the activities of any Club shall consist of carrying on propaganda, or otherwise attempting, to influence legislation.  No Club shall participate in, or intervene in(including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.  Notwithstanding any other provision of these articles, no Club shall carry on any activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section 501(a) of the Code as an organization described in Section 501(c)(3)of the Code, or (b) by an organization contributions to which are deductible under Section 170(a) of the Code as being an organization referred to in Section 170(c)(2) of the Code.

Article III

Registered marks, Seal, Emblem, Websites and Facebook

Section 3.01 The Club shall protect the registered marks, seal and emblem from undesirable publicity and commercial exploitation.

Section 3.02 The club shall follow the Federation Guidelines for Websites, Facebook and for other social media sites.

Article IV

Club Membership and Entitlements

Section 4.01 Eligibility, types and classification of club members shall be as defined by Soroptimist International:

a) Regular members are those who support SIA's vision, mission and core values.

b) Life members are those who met the definitions of the “active life” or retired life” types of membership as described in the 1999 Bylaws and who were designated Life Members by the Federation prior to July 1,2001, shall, if they choose, retain this type of membership for their lifetime.

c) Termination.  No membership may be terminated for reason other than resignation without an opportunity for a hearing before the Board of Directors after thirty-day written  notice to member.  A 2/3 vote of the Board is required for termination of membership when grounds for termination have been determined to exist. Decision of the Board shall be final.

Section4.0 Entitlements

a) All members in good standing may hold office, speak, make motions and vote.

b) Only a regular member in good standing may be elected to, or retain office in  the Federation, region or district or serve as a member of the Federation or region board.

c) All members in good standing as defined in SI constitution may serve as delegate or alternate to any convention, conference, or district meeting.

d) A member may belong to only one Soroptimist club.  If a members desires to transfer membership to another club, the club in the new location may accept the transfer upon receipt of written verification from the former club that all financial obligations have been satisfied.

Article V

Admission to Membership in Soroptimist International of Cape May County

Section 5.01 Any member may propose for membership in this club an individual considered eligible.  Membership commences upon payment of dues.

Article VI

Officers and Board Members

Section 6.01 The officers of the Club shall be President, First Vice President. Second Vice President for Fundraising, Secretary, Corresponding Secretary, Treasurer, Assistant Treasurer, two Directors, one Delegate and one Alternate Delegate for a total of eleven(11).

Section 6.02  All officers and Directors shall be elected at the business meeting in April for a two-year term  and shall assume duties on the first day of July to June 30.

Section 6.03  The officers and directors shall constitute the Board of Directors,  The officers of  the Club shall be the Officers of the Board.

Section 6.04 In case of a vacancy in the Office of the President, the First Vice President shall become President.  Other vacancies shall be filled in the following manner:  the Board of Directors shall act as the nominating committee and shall report at the next business meeting or at any special meeting called for the purpose.  Nominations may then be made from the floor and the Club shall elect.

6.05  A resignation of an Officer or Director shall be sent to the President who shall present it to the Board of Directors.

Article VII

  Duties of the Officers

Section 7.01  The President, as Chief Executive Officer, shall direct the conduct of the business of the Club including all general correspondence; preside at the meetings of the Club and the Board and be an ex-officio member of all committees except nominating.

Section7.02  The First Vice President, in the absence of the President shall perform the duties of the President.  The First Vice President shall assist the President in any way possible.

Section 7.03  The Second Vice President shall be responsible for fundraising and serve on the budget committee.

Section 7.04  The Recording Secretary shall keep the minutes of the Club and Board meetings; maintain a roll of membership and submit the minutes of the Club meetings and the recommendations of the Board to the membership.

Section 7.05  The Corresponding Secretary shall send out notices and correspondence that does not fall under the responsibilities of other officers or committee members.

Section 7.06  The Treasurer shall receive, record and deposit all funds; furnish financial reports, as required by the Board and the Club; prepare statement of income and disbursements for the fiscal year and arrange for an audit to be completed by August 15; pay bills for authorized and budgeted expenditures.  The Treasurer shall obtain Board approval for payment of bills not covered in the general fund.  Unbudgeted items in the Service Fund shall be, upon Board recommendation, voted upon by the Club membership.  Checks shall be signed by the Treasurer or Assistant Treasurer.

Section 7.07  The Assistant Treasurer shall assist the Treasurer in her duties; and should become familiar with the responsibilities in order to become Treasurer in the next administration.

Section 7.08  The Immediate Past President attends Board meetings and serves in an advisory capacity as a non-voting members.

Section 7.09  The Directors are elected and serve as members of the Club Board of Directors.  Directors shall assist the officers in administration of the Club.

Section 7.10  A Regional Delegate and Alternate Delegate shall be elected and attend Board meetings.  An Officer may serve as delegate or alternate delegate.  Additionally, the Club President is always a delegate to the North Atlantic Regional (NAR) Conference providing the Club with three (3) delegates.

Article VIII

Duties and Meetings of the Board of Directors

Section 8.01 The Board of Directors shall have administrative control over the affairs, funds and property of the Club.  It shall authorize payments from Club funds within the budget; act upon invitations to membership, resignations, terminations and disciplinary matters; receive reports of committees as may be necessary between business meetings of the Club; submit policy recommendations to the Club and perform other duties as the Club, District, Region and Federation or these Bylaws may require.

Section 8.02  Unless otherwise ordered by the Club or the Board, regular meetings of the Board shall be held at least once each month at a time and place determined by the Board.

 Section 8.03  The Club Board of Directors shall have the authority to remove from office any elected officer, board member or committee chairperson for failure to perform the duties of office or duties required by such chairmanship.  Notice shall be given to such officer; director or committee chairperson of the specific failure.  A 2/3 vote of the Board shall be required for removal.

Section 8.04  Special meetings of the Board may be called by the President or shall be called upon written request of at least three members of the Board.  The business transacted at any special meeting shall be limited to that mentioned in the call, with notice of the meeting given at least 48 hours in advance; personally written, e-mailed, posted on website or telephoned.

Section 8.05  A majority of the Board of Directors shall constitute a quorum.

Article IX

Nominations and Elections

Section 9.01  In January of each year a nominating committee of three active members shall be chosen  as follows with only one member of the committee a member of the Board:

The President shall appoint the Chairperson

The Board of Directors shall select a second member

The Club shall elect the third member

Section 9.02  The nomination and election of Officers and Board Members shall be in accordance with the procedures established as follows:

a)  At the January/February business meeting, the nominating committee chairperson shall invite each member to suggest, on a form furnished by the Club, names for consideration by said committee.  From the names suggested and any additional names, the committee shall nominate one or more candidates for each office, one director and the required number of regional delegates and alternates.  The committee shall secure the consent of each nominee before announcing the candidacy.

b)  At the March business meeting, the nominating committee shall read its report, at which time additional nominations may be made from the floor, provided consent of nominee has been obtained.

c)  At least two weeks prior to April meeting by mail or electronic media, the report will be sent to all members with electronic voting completed one week prior to April meeting.

d)  If there is but one nominee for any office, vote may be by voice.  For any office for which there are two or more nominees, vote shall be by ballot at the April meeting.

e)  Following the election in April, installation of officers shall take place at the annual meeting in    June.

Article X

Club meetings, Delegates

Section 10.1  The Club shall hold a minimum of ten(10) meetings each year.

Section10.2  Fifty-one (51) percent of the voting members of the Club shall constitute a quorum.

Section 10.3  Soroptimist International Conferences and Meetings

a)  Three (3) accredited delegates from Clubs in Good standing may attend District Conferences and Regional meetings with voting privileges.  Delegates shall be the Club President, elected Regional Delegate and Alternate Delegate or active members.


b)  Each club in good standing may designate one (1) delegate (and an alternate delegate to serve in the absence or inability of the delegate to serve) to attend and cast a vote at the biennial national convention.


c)  The Club shall defray the registration, transportation, meals, per diem and lodging expenses for district conferences, regional meetings and national conventions for three (3) delegates in amounts to be suggested by the Budget Committee in a budget approved by the Club.

Article XI

Programs of Service Committee

Section 11.1  The Programs of Service Committee shall oversee the sub-committee in each program of service area.

Section 11.2  The Fundraising Committee is chaired by the Second Vice President.

Article XII

Technical Committees

Section 12.1  The Technical Committee shall oversee sub-committees of Technical functions.

Article XIII

Fiscal Matters

Section 13.1  The Fiscal year of the Club shall be July 1 through June 30 of each year.

Section 13.2  Dues and Fees.  Each member shall pay to the Club such dues as the Club may determine by a 2/3 vote.  The Club shall pay Soroptimist International dues as established by the SIA Board.

Section 13.3  Audit.  The Treasurer's books shall be audited at the close of each Club year.  The Board of Directors of the Club may authorize a Certified Public Accountant or an Audit Committee to conduct this audit.

Section 13.4  Contracts.  The Board of Directors may authorize the President, Treasurer or Assistant Treasurer to enter into any contracts on behalf of the Club.  Two of the three must sign contract.

Article XIV


The Bylaws and Procedures may be amended at any regular business meeting of the Club by a 2/3 vote of the members present and voting, provided written notice of the amendment has been given at the preceding business meeting and in the written notice of the meeting at which the vote is to be taken.

Article XV


Upon the dissolution of the Club, its governing body shall, after paying or making provisions for the payment of all of the liabilities of the Club, dispose of all the assets of the Club exclusively for the exempt purposes of the Club in such manner, or to such organization or organizations organized and operated exclusively for charitable, scientific, literary, or educational purposes which at the time qualify as exempt organization or organizations under Section 501(c)(3) of the Code, as the Club's governing body shall determine.  Any assets not so distributed shall be distributed by a court of competent jurisdiction of the county in which the Club's principal office is then located exclusively for the Club's exempt purposes.  The use of any surplus funds for private inurement to any person in the event of a sale of the assets or dissolution of the corporation is expressly prohibited.

Article XVI

Parliamentary Authority

The rules contained in the current edition of Robert's Rules of Order Newly Revised shall be the parliamentary authority for all matters not specifically covered in these Bylaws or the Soroptimist International Constitution.

Adopted 12/3/1955

As amended 2002

As amended 2/17/2009

As amended 2013

As amended January, 2016

                                                                                   As amended October 2017