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CRICHTON CLUB Columbus, Ohio
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S.  Prothero - Feb. 08
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CRICHTON CLUB CONSTITUTION
Additional suggestions at a meeting of the board in August 2008./Approved as amended by unanimous vote of the board, 13 May 2008. REVISED 10 Oct 2007 based on discussion at the Annual Meeting on 19 June 2007; last amended 15 June 2000.

ARTICLE ONE Name and Mission
The name of this association shall be the Crichton Club of Columbus, Ohio. Its purpose shall be to bring together persons representing town and gown, in approximately equal numbers, who wish to consider questions of intellectual, aesthetic, and public interest. The meetings shall be of a social character so far as may be consistent with and helpful to the objective named.

ARTICLE TWO Officers
The affairs of the Club shall be in the hands of a Board of Directors, consisting of twelve members, four of whom shall be elected each year for a term of three years - or until their successors have been elected. Directors shall serve no more than two successive terms. A person called upon to fill out the term of a departing director may serve the remainder of that term in the name of the departed director and may then serve two successive terms in his or her own name. The Board shall elect from its own number a President and a Vice-President and shall appoint from its own number or from outside the Board a Treasurer, and a Secretary, each officer to serve for two years. An officer may be re-elected or reappointed for an additional year. An officer elected before his/her last year of a board term may be re-elected or re-appointed for one additional year.

ARTICLE THREE Duties of Officers
The duties of the President, the Vice-President, the Secretary, and the Treasurer shall be such as usually pertain to these offices (for details, please refer to Duties and Responsibilities of Board Officers & Directors and Standing Committees]. The President shall at any time appoint such committees of the Board or outside the Board as the President shall deem necessary for the successful carrying out of the business of the Club. The President shall be an ex-officio member of all Club committees. The Board shall determine the time and place of all Club meetings, shall provide for suitable programs, and shall see that the proper provision is made for the reception and social entertainment of the members and guests. Six members of the Board shall constitute a quorum for the transaction of business. The Board shall have the power to fill by election from the members of the Club any vacancy that may occur within the Board. The Secretary shall keep a record of all proceedings of the Board and of all meetings of the Club.

ARTICLE FOUR Election of Directors
Before the Annual Meeting of the Club, the President shall appoint a Governance Committee consisting of three Directors. This Committee shall nominate members to fill vacancies among Directors. A term of office for a director shall be three years. The general membership of Crichton Club is encouraged to submit to the Governance Committee, or to any other Director of the Club, the names of potential candidates. The Committee shall confer among themselves and consult the other directors in order to nominate a candidate for each position. The President shall obtain the prior consent of each candidate and make clear the duties and responsibilities. The candidates shall then be presented to the annual or a subsequent meeting for approval.

ARTICLE FIVE Membership Committee
Each year a Membership Committee shall be appointed in the following manner: The President shall appoint one Director to serve as Chair of the Membership Committee and two or more other members of the Club shall be invited to serve on the committee. The Membership Committee shall serve from mid-autumn to mid-autumn so that the term includes the membership process from preparation in winter/early spring through the first event of the following autumn.

ARTICLE SIX Membership
New members shall be elected in the following manner: A nomination for membership shall be made by another member or members in writing on forms provided for the purpose. There shall be a primary and a secondary sponsor for each nomination. It is understood that the nominee shall have signaled a willingness to join before the application is presented to the Board. The forms may be requested from the Membership Chair; each shall be signed by the primary sponsor and returned to the President or the Membership Chair by a date to be determined by the Board.

Nomination forms shall be presented to the Board for formal approval, upon which a letter of invitation shall be sent from the President to each nominee via mail or email. This letter shall welcome the nominee and note the fees and the deadline for replying. The Membership Chair shall notify the primary sponsor of each new member. If any nominee does not signify acceptance of membership by returning the form with the appropriate fee enclosed within fifteen days of receiving notice of election, the primary sponsor shall be notified, and if a response is still not forthcoming, the name shall be dropped.

ARTICLE SEVEN Initiation and Reinstatement Fees and Dues
Fees, along with annual dues, shall be determined from time to time by the Board. All new members shall pay an initiation fee, as well as the annual dues. Members who have requested a leave of absence and lapsed members who wish to rejoin shall pay a reinstatement fee along with annual dues.

The fiscal year of the Club shall begin on July 1 and end on June 30.
The deadlines for the payment of dues and other fees shall be determined and announced by the Board.

On a schedule to be determined by the Board in the spring, the President and Membership Chair shall send a letter to invite all current members to renew their membership with a statement of the dues payable by the stated date. Immediately after the deadline, a second notice shall be sent to all members who have not paid. A fine of $5.00 shall be added to the sum of dues if paid within two weeks. [Penalties shall be set and must be approved by the board and listed in the by-laws.]If on September 15 the dues remain unpaid, the unpaid members shall be dropped from the Club lists unless the Board shall otherwise authorize.

All dues and initiation and reinstatement fees shall be sent to the President or Membership Chair as directed; receipt and amount of dues and fees shall be recorded and the checks forwarded to the Treasurer as soon as possible for deposit in the Club’s account.

ARTICLE EIGHT Meetings
The annual meeting of the Club shall be held at such time as the President shall determine after the last program meeting of the year. Notice of this meeting shall be sent by mail or email to each member in good standing not fewer than ten days before the day set. Under ordinary circumstances there shall be three program meetings of the Club each season, held between September and June, at such time and place as shall be determined by the Board.

The President with the aid of the Corresponding Secretary shall give due notice of each program meeting to each member by mail or email. The program shall consist, in general, of a paper or address delivered by a person distinguished by learning or ability in any line of thought or action. The Board shall provide suitable social features; the meeting shall usually be followed by a reception for the distinguished guest.

The Board may, at its discretion, issue a few invitations for any meeting to persons not members. In issuing such invitation, it shall be the effort of the Board to provide for the presence of personal friends of the speaker and also other persons who may have a special interest in the subject of the meeting. Notice of the intention to bring a guest, with the name of such guest and the place of residence, together with the appropriate fee shall be sent in advance to the Treasurer.

Upon request of a majority of the Board, the President shall call a special business meeting of the Club. Members shall be notified of such meetings in the same manner as for the annual meeting, and the announcement shall state the character of the business to be transacted. Any number of members who shall present themselves at an annual or business meeting shall constitute a quorum for the transaction of business.

ARTICLE NINE Amendments
Any amendment to this Constitution shall first be presented to the Board. Upon ratification by a majority of the Board, the amendment shall be printed and sent by mail or email to every member of the Club. At the next meeting of the Club, regular or called, it shall again be presented to the members, when it will become effective upon a majority vote of those present.

* * * *

DUTIES AND RESPONSIBILITIES of BOARD AND OFFICERS
BOARD
• Determines time and place of meetings
• Provides for appropriate programs
• Provides for receptions
• Constitutes a quorum when six members are present
• Fills any board vacancy
• Reviews and approves the recommendations for speakers
• Reviews each program evening to make any adjustments for improvement
OFFICERS
President
Performs the duties of office
• Calls and presides over meetings of the board
• Calls the annual meeting
• Directs the agendas
• Appoints appropriate committees
• Serves as ex officio member of all committees
• Sends out membership renewal letter with Membership Chair
Vice-president
• Assists the president
• Presides in an unavoidable absence of the president
• Undertakes other duties as requested
Secretary
Performs the duties of office
• Sends a reminder to board members about each meeting
• Takes minutes of each meeting of the board and presents the minutes for the board’s approval at the subsequent meeting
Treasurer
Performs the duties of office
• Keeps account of all revenue and expenses
• Pays the expenses as directed by the board
• Reports to the board on the state of the finances at each meeting
• Oversees the investment of surplus (as in a Certificate of Deposit)
STANDING COMMITTEES
Membership
Renewing members
• Sends annual membership renewal letter to the members
• Receives responses and fees from renewing members
• Sends a single reminder to members who are late responders
New members
• Sends recommendation forms for new members to all current members
• Receives recommendations and presents to the board for approval
• With the President, sends letter of invitation to each approved new member and notifies each new member’s primary sponsor
• Conveys fees received to the Treasurer
• Conveys names of both renewing and new members to the database keeper
Program
• Researches possible speakers and presents to the board for approval of a final three each year
• In consultation with the Board and the Social Committee, determines the dates for speakers
• Completes the contract with each approved speaker
• Provides transportation and arranges accommodation for each speaker
• Ensures that each speaker signs “The Book” after his or her presentation
• Maintains close communication with the Social Chair


Social
• Reserves the location for the lecture and post-lecture reception
• Reserves the location for the pre-lecture dinner
• Provides nametags for members attending any part of the evening
• Provides place cards and arranges seating for members attending the dinner
• Contracts with the caterer for both dinner and reception
• Maintains close communication with the Program Chair
Invitations
• Composes and sends to the membership the invitations to programs
• Receives responses to invitations and conveys the names of those who accept to the Chair of the Social Committee to make nametags and place cards
Database
• Maintains the current and the historical lists of members with addresses, phone numbers, email addresses, and preferred nametag listing
• Deletes non-renewing members, adds new members, and makes name and address corrections as needed
• Generates membership list, response list, mailing lists as requested by the President, Membership Chair, or Social Chair, etc.
Governance
• Oversees periodic review of the constitution and the duties and responsibilities of board and officers
• When called upon, hears concerns related to board relationships and the overall functioning of the board
• Considers questions of ethics, should they arise, regarding the board or its functioning
• Makes recommendations to the board regarding changes in the structure or functions of the board and its committees
Website
• Maintains the website at www.crichtonclub.org
• Posts officers, new speakers, photographs from events
• Proposes new uses to the Board for approval

PROPOSED FOR DISCUSSION:
Endowment and Investment
• Considers policies and actions conducive to the long-term financial stability of the organization
• Makes recommendations to the Board regarding the investment of an endowment fund [to be established]
• Makes recommendations to the Board about the utilization of income from said fund balanced against the reinvestment of income from same fund


SUCCESSION
• Officers and committee heads should each keep a notebook that is a record of their fulfillment of the duties and responsibilities of office to hand on to the next office-holder.