THE BYLAWS OF CLOWNS OF AMERICA INTERNATIONAL, INC
ARTICLE I
IDENTIFICATION
Section 1. Name
The name of this nonprofit, 501(c)(6), organization is Clowns of America International, Incorporated, also known as COAI.
Section 2. Fiscal Year
The fiscal year of the corporation shall be July 1 through June 30.
ARTICLE II
PURPOSE
Section 1. Purpose
The purpose of this corporation shall be to organize all members desiring to pursue the honorable profession and art of clowning, and the dedication towards its advancement and the education of its members.
ARTICLE III
MEMBERSHIP
Section 1. Membership
This membership corporation is established in accordance with the applicable provisions of the Minnesota nonprofit corporation act. Membership shall consist of six categories: Junior, Regular, Family, Senior, Life and E-Member. Members in all categories shall have full rights and privileges with the exception that junior members have no voting privileges and only junior, regular, senior and life members shall receive a printed copy of THE NEW CALLIOPE.
a. Junior membership is open to youngsters interested in the performing art of clowning between the ages of 8 and 15 years old, with appropriate proof age presented with application.
b. Regular membership shall be open to anyone sixteen (16) years of age or over desiring to pursue the honorable profession and art of clowning, and having the dedication toward its advancement, provided the requirements set forth in these Bylaws are met.
c. Family membership shall be open to anyone eight (8) years of age or over whose parent, spouse, or adult sibling residing in the same household is a regular member in good standing of COAI. A Family Member must then abide by all of the COAI rules for his/her age group. Example:- an 8 to 15 year old Family Member shall have no voting privileges and may not compete as an adult member.
d. Senior membership is open to anyone sixty-five (65) years of age or over, with appropriate proof of age, desiring to pursue the honorable profession and art of clowning, and having dedication towards its advancement, provided the requirements set forth in these bylaws are met.
e. Life Membership shall be for anyone who pays a one-time fee set by the Board for a life membership, or anyone who is elected to be a Life member by the Board.
f. E-Membership is open to ages 8 or older. (If they are over the age of 16, the E-Member will have full voting privileges) and all E-Memberships will only receive an electronic copy of The New Calliope.
Section 2. Dues
Membership dues shall be established by the Board of directors and shall be paid annually, except for Life members. Membership dues shall begin on the first day of the month in which a person joins and run for one year. A member in good standing is a member whose dues are not in arrears and who conducts himself/herself according to the rules, regulations and Bylaws of COAI, as well as the Clown Commandments, also known and accepted as the Clown Code of Ethics.
Section 3. Termination
Membership shall cease by resignation, nonpayment of dues, death or expulsion.
1. A member in good standing may resign by sending a written resignation to the business office. The resignation shall be effective upon receipt unless otherwise specified.
2. Membership shall cease when membership fees are in arrears for at least 2 months.
3. A member may be expelled for cause by the affirmative two-thirds vote of the Board. Before an expulsion, the Board must present charges to the member and give the member a reasonable time to prepare a defense as set out in the Minnesota Statue 317A.411.
4. Membership shall cease when the business office receives written notification of the death of the member.
Section 4. Reinstatement
Reinstatement of membership shall be made automatically
1. By payment of the delinquent dues.
2. For a person who was expelled and reapplies for membership and the Board approves of the application.
ARTICLE IV
OFFICERS
Section 1. Officers
The officers of the Corporation shall consist of the President, Executive Vice President, Secretary, Treasurer, Regional Vice Presidents, and a number of Directors At Large. These officers shall be known as the Board.
Section 2. President
The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the membership and shall see that all orders and resolutions of the Board are implemented. The President shall execute, with consent of the Board, in the corporate name, all authorized deeds, mortgages, bonds, contracts or other instruments requiring a seal, under the seal of the corporation (except in cases in which signing of execution, therefore shall be expressly delegated by the Board to some other officer or agent of the corporation). The President shall appoint, subject to the approval of the Board of Directors, all Standing and Special Committee members unless otherwise specified in the bylaws. The President shall be an ex-officio member of all committees unless otherwise specified in the bylaws. The President shall attend to such other duties as directed by COAI as are incident or applicable to his/her office as prescribed by the bylaws and the parliamentary authority adopted by COAI.
Section 3. Executive Vice President
The Executive Vice President, in the absence of the President or in case of the inability of the President, shall perform the function of the President.
Section 4. Secretary
The Secretary shall attend all sessions of COAI, act as the clerk thereof, record all correspondence, votes and minutes of all proceedings in the book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given notice of all meetings of the Corporation and of the officers, when required to do so by the President or the Board. The Secretary shall answer all correspondence that comes to COAI or direct the correspondence to the appropriate officers, and shall keep files and records of all meetings.
Section 5. Treasurer
The Treasurer, subject to the supervision of the Board, shall have custody of the Corporation funds and securities, and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation and shall monitor the deposit of all monies and other valuable effects in the name, and to the credit of the Corporation in such depositories as may be designated by the members. Should the members fail to designate such depositories, the Board shall designate the depositories. The books of the Corporation shall be reviewed once a year by an independent firm selected by the Board. In the case of disability of both the President and Executive Vice President, the Treasurer shall assume the functions of the President.
Section 6. Regional Vice Presidents
The Regional Vice Presidents shall be residents of the distinctly different regions of the United States of America, and international groupings, as designated by the organization. They shall be elected from and by the general membership in their individual regions. No two may reside in the same region and a Regional Vice President must continue to live within the geographical region from which he/she was elected in order to remain eligible to hold that position. Should the Regional Vice President move outside of the region, the Board shall declare the office vacant and fill the position as provided elsewhere in these Bylaws. The Regional Vice President shall represent the President and COAI when requested to do so by the President or the Board.
Section 7. Directors at Large
There shall be five (5) Directors at Large. The directors of Membership, Education, Conventions and Alley/ Regional Support shall all be elected in the regular election for officers. The Director of Jr Joeys will be appointed by the board.
Section 8. Election and Qualifications
a. Any member desiring to be a candidate shall submit their declaration of candidacy and requested material by mail to be postmarked by January 15 or to be received electronically via email no later than midnight January 15, to the alley designated by the Board to conduct elections. All declarations sent to any other address will be disqualified.
b. All officer candidates, at the time of the announcement of their candidacy (and persons holding office) shall be members in good standing, at least twenty-one (21) years of age and shall have been members for a minimum of the past two years. All members of the Board shall take office on the first of July following their election.
c. Only one Member of the household may serve on the Board at the same time.
d. The President, Executive Vice President, Secretary, Treasurer, and four Directors at Large shall be elected by the general Membership The Director of Jr. Joeys will be appointed by the COAI Board.
e. The Regional Vice Presidents shall be elected by the Membership residing in specific regions
f. Elections shall be held by ballot distributed via first class mail to eligible members by April 15, enclosed with the March/April edition of The New Calliope, or electronically and must be postmarked (or time stamped) by June 7 to be valid.
g. A majority vote is of the ballots returned for any particular office. Blank ballots do not count as a vote and do not affect the majority.
h. Proxy voting is prohibited.
i. Write in votes will not be allowed.
j. The general membership shall elect a president for the coming term from among the members of the board then in office.
k. In the event that an office is not filled by an election, the Board of Directors, at its first meeting after July 1, nominate and elect by majority ballot the member to fill the offices which have not been elected at the regular election period.
l. Voting may also be held by electronic means.
m. Use COAI membership number instead of signature on ballot.
Section 9. Term of office
The term of office shall be two years or until their successor or successors are elected. The terms will start July 1 of even numbered years.
a. The President and Executive Vice President shall be eligible to serve no more than three consecutive terms in the same office. After being out of office for two years, a former office holder is then again eligible to seek that office.
Section 10. Removal from Office
The Board at a regular or special meeting called for that purpose, may, by a two-thirds (2/3) vote of the Board, remove any officer or director by declaring that the office is vacant. (Note, 2/3 of the Board is fourteen (14).
Section 11. Resignations
Should an officer, director or regional vice president resign from office, his/her written resignation shall be presented to the President and the Secretary of the corporation. Once the resignation is accepted, the board shall declare the office vacant and appoint a suitable replacement to serve the balance of the term.
Section 12. Standing Committees
The following standing committees shall be appointed and maintained by the board: Bylaws and Rules Committee, a Clown Week Committee, a Competition Committee, and an Ethics and Grievance Committee. (The president shall not be a member or an ex-officio of the Ethics and Grievance Committee). All committee findings must be approved by a majority of the COAI Board, with the exception of the Bylaws and Rules Committee, and the Ethics and Grievance Committee.”
ARTICLE V
MEETINGS
Section 1. Meetings
a. There shall be one general membership meeting held each year, which shall be held at the Annual Convention. The date and site of the Annual Convention shall be designated by the Board. If a COAI convention is not held in any year, then the annual general membership meeting will be held on a date designated by the Board, provided that date is not on a legal holiday.
b. Special meetings will be held on an emergency basis only, on dates so designated by the Board, provided those dates are not on legal holidays
Section 2. Notice of Meetings
The notice of an annual or special meeting shall be not less than fifteen (15) days or more than sixty (60) days. The notice shall be by first class mail or printed in THE NEW CALLIOPE. In a special meeting, only that business set out in the notice may be conducted. Notice shall be given to all members in good standing.
Section 3. Quorum
The quorum at an annual or special meeting shall be thirty (30) members in good standing.
ARTICLE VI
BOARD OF DIRECTORS
Section 1. Duties
a. The Board of Directors (hereinafter referred to as the Board) shall control and manage COAI subject to direction from the membership and shall determine the location of the principal office and the business office. The Board shall transact the business of COAI between meetings of the members in assembly; have exclusive control over responsibilities that these Bylaws may elsewhere assign to it; and adopt its own procedural rules.
b. Additional duties of the Board shall include, but not be limited to:
1. Approve and/or amend the annual budget
2. Provide for an annual review of the books. When there is a change in the office of Treasurer there shall be an independent review of the books
3. Set the boundaries of the Regions
Section 2. Membership
The membership of the Board shall consist of not more than twenty (20) members. They are the President, Executive Vice President, Secretary, Treasurer, Eleven (11) Regional Vice Presidents, and five (5) Directors at Large.
Section 3. Vacancy
In the event there is an interim vacancy, the Board shall have the power to fill that vacancy. The vacancy shall be filled by a majority vote at any regular meeting of the board or special meeting called for that purpose.
Section 4. Meeting
Regular meetings of the Board will be held just before the Annual Convention in the spring and at a predetermined meeting in the fall. In the event there is no quorum in the fall meeting, the meeting will proceed with the normal agenda, however, there shall be no binding votes. The business discussed will then be brought up at the spring meeting and the Board shall have the opportunity to ratify or not. Special meetings of the Board may be called by the President or shall be called by the President upon written request of eleven (11) Board members. If there is no quorum at the Spring Board meeting, the business of the Board meeting shall be conducted as a fall meeting where there is no quorum. All business shall then be referred to the annual meeting for action.
Section 5. Notice
Notice of not less than thirty (30) days nor more than forty-five (45) days shall be given before a regular or special meeting is called The notice shall be given personally or by first class mail.
Section 6. Quorum
At any meeting of the Board, including Conference meetings, the quorum shall be a majority of the directors duly authorized to act.
Section 7. Open Meetings
All meetings of the Board shall be open to members of COAI. The Board may go into executive session (closed) when matters of privacy are concerned.
Section 8. Conference
Conference meetings may be held among Directors, or among members of any committee designated by the Board, by any means of communication through which all participants may simultaneously hear each other during the conference, constitutes a meeting of the Board, or the committee, providing proper notice was given and a quorum is present for the conference. The board of directors; or executive committee may meet by electronic means.
Section 9. Voting
The vote of a majority of the members of the Board at any meeting, at which a quorum is present, shall be sufficient to take any action unless otherwise limited by the Articles of Incorporation or these Bylaws.
Section 10. Proxy
Proxy voting is prohibited
ARTICLE VII
EXECUTIVE COMMITTEE
Section 1. Members
The members of the Executive Committee shall be the President, Executive Vice President, Secretary, Treasurer and two (2) other Board Officers approved by the Board
Section 2. Duties
The Executive Committee shall be empowered to execute the business of the Corporation upon authorization of the Board
ARTICLE VIII
CLOWN ALLEYS
Section 1. Definition
a) Any five (5) members or more of the Corporation in any country, state, province, territory, county, municipality, or contiguous metropolitan area may organize and form a local chapter for convenience purposes in order to coordinate and carry out the goals and principles of the Corporation, and it shall be called a Clown Alley. A Clown Alley shall not be construed as an agent or servant of the Corporation and shall have no right, power, or authority to bind, obligate, or otherwise render the Corporation liable for its actions or conduct. No Clown Alley shall use the COAI tax identification number.
b) COAI Junior Joeys may organize alleys for juniors aged 8 – 15 years old. Any Five COAI Junior Joey Members, plus two adult COAI members in good standing as mentors may form an alley for the purpose of cultivating youth interests in the clown arts, fostering good citizenship and building youth leadership skills. Each Junior Alley must have a set of Bylaws and slate of officers who are at least ten years old.
Section 2. Charter
After receiving the appropriate application, the Corporation may grant a charter to a Clown Alley. In accepting the charter, the Clown Alley agrees to comply with the Charter, Bylaws, rules and regulations of the Corporation.
Section 3. Internal Rules and Regulations
Clown Alleys shall prescribe such rules, regulations, and provisions as they deem necessary and suitable to carry out their own organization, but the same shall not in any way be in conflict with nor exceed the powers or principles laid down in these By-laws.
Section 4. Reports
By the first (1st) day of March each and every year, a chartered Clown Alley must submit to the COAI Alley Coordinator a complete listing of all names and address of the members and officers of the Clown Alley. All members of a COAI Chartered alley should be encouraged to be members of COAI.
ARTICLE IX
AFFILIATE ORGANIZATIONS
Section 1. Affiliate Organizations
The Board may recognize, and associate with, other organizations.
ARTICLE X
PARLIAMENTARY AUTHORITY
Section 1. Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern COAI in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order that COAI may adopt
ARTICLE XI
AMENDMENTS
Section 1. Amending the Bylaws
These Bylaws may be amended by electronic vote or mail ballot by the full active COAI membership after first being presented at any general membership (annual or special) meeting. Notice of proposed amendment shall be given with the notice of the meeting. In order for the amendment to pass it shall require a two-thirds (2/3) affirmative vote of the votes cast by members voting and received by a designated date. Only members in good standing shall be allowed to vote. All proposed amendments must have a rationale when being submitted to the Bylaw Committee.
Section 2. Considering defeated amendments.
If a proposed amendment has been defeated within the last three (3) years, it may be considered again only if 2/3 of the members present and voting want it to be considered.
Section 3. Revision
In order to have a revision of the bylaws it must be ordered by the assembly at an annual meeting by a two-thirds (2/3) affirmative vote of the votes cast by members present and voting.
ARTICLE XII
GENERAL AUTHORITY
Section 1. Books & Records
Correct and complete books, which include records of accounts and transactions, minutes of the proceedings of membership meetings and Board meetings shall be kept by the Corporation and reviewed yearly. The President of the Corporation shall cause, to be prepared annually, a full and correct statement of the affairs of the Corporation, including a balance sheet and financial statement of operations for the preceding fiscal year, which shall be submitted at the regular meeting of the membership and filed within twenty days thereafter with the Secretary of the Corporation.
Section 2. Indemnification
Each officer and director of the Corporation shall be indemnified by the Corporation against expenses reasonably incurred by him/her in connection with any action, suit, or proceeding to which he/she may be made party by reason of his/her being, or having been, an officer or director of the Corporation, except in relation to matters as to which he/she shall be financially adjusted to such action, suit, or proceeding, to have been derelict in the performance of his/her duty as an officer, or director; and the foregoing right to indemnification shall not be exclusive of other rights he/she may be entitled to as a matter of law. All COAI officials and agents handling the organizations funds shall be bonded.
Section 3. Salaries
No officer or member of the Board shall receive any salary for serving as an officer or member of the Board.
Section 4. Use of Corporate Name
No member of COAI shall use the name COAI or any facsimile thereof, without the prior written consent of the Board
Section 5. THE NEW CALLIOPE
COAI shall produce a magazine called THE NEW CALLIOPE every other month (six a year), to be distributed only to full members of the organization. A portion of each member’s dues annually shall be applied to a yearly subscription to THE NEW CALLIOPE. The Board shall set the subscription fee and it shall be published in each issue of THE NEW CALLIOPE.
ARTICLE XIII
DISSOLUTION
In the event that COAI shall cease to exist and shall leave no successors, then, the persons who are members of the Board even if less than a quorum, shall be authorized to select another organization dedicated to similar purposes to succeed to the powers of COAI. In the event of any interim period before the selection of such a substitute organization, the Board then serving shall be authorized to exercise all of the powers of the Corporation, including the power to fill any vacancies of the Board. In dissolution, none of the monies or property shall inure to the benefit of any member.
Last update June 2019 by Ted WHITE, COAI Bylaws & Rules Committee Chair
