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Articles of Incorporation

In: Business and Management

Submitted By helopilot71
Words 1597
Pages 7
Burgess (9003075)
BUS 3210
Unit 2 Mini Project

The club constitution sets forth the establishment of the club or assembly as it may be termed. The constitution will most likely also have by-laws. The constitution and the by-laws are somewhat similar in structure but serve different purposes. “The constitution contains the fundamental principles of an organization and determines the responsibilities and rights of its officers and members. The by-laws deal with the detailed procedures and working guidelines of the organization and determine the routine operations of the organization” (A Constitution and bylaws workbook for prospective student organizations at Salem University). The constitution will spell out the assignment of officer positions within the club such as the president and vice president. Additional special assignments such as the treasurer, secretary and others may also be added as deemed necessary.

As stated previously the constitution may also contain bylaws. These are more specific rules or laws such as meeting times, dues, membership requirements and voting privileges. A well written constitution will also state that these bylaws cannot be changed without some type of review and approval by the club before they can be changed. The degree of review is set forth in the constitution and bylaws. For example, if the bylaws state that the monthly meeting will be held on the third Monday of the month, which by law cannot be changed without a review and approval before the club members (or assembly). In other words, the sitting president or meeting chairperson cannot simply say he/she will conduct the meeting on the second Tuesday. That decision will have to be reviewed and voted on by the voting members of the club.

The methodology in which rules and laws are changed is a very important part of the governance that goes into maintaining control and direction. Without this governance, the club may cease to exist. For this purpose the bylaws and the constitution may be very well served by adhering to Roberts Rules of Orders (Robert, 1915).

Roberts Rules of Order is a set of procedures and steps dating back to 1876 that have been used as a basis for everything from parliamentary proceedings to sailing club organizations. It sets forth the manner in which meetings are held and conducted. Additionally and more importantly, this acts a procedural guide for making changes to the bylaws or the constitution. Terms such as motions, assembly, majority, and amendments are spelled out and their usage in conducting business is explained.

For the purposes of this constitution we will make some assumptions. The first being that this club is located at Waldorf College. Additionally the club will have four officer positions. Club president and vice president, secretary and treasurer. Additionally, this club will have membership requirements to include specific voting privileges. There will also be a set amount of dues that are required by members and those with voting privileges. These will be spelled out in the draft.
The club constitution draft is presented below. Draft template obtained from “A constitution and bylaws workbook for prospective student organizations at Salem State University.”


Section A: Name: This club will be known as “The Special Club”

Section B: Purpose: The purpose and mission of “The Special Club” will be to:
1. Provide a meeting place for special people
2. Provide an opportunity for special people to do special things
3. Enhance all that is special within the student body


Section A: Eligibility – General membership in The Special Club is open to all students attending Waldorf college that consider themselves to be special in any way (applicants will be required to attest that they are in fact, special.) and upon payment of the general membership dues. Membership is open to any student regardless of race, color, sex, religion, national origin, age, sexual orientation, gender identity and/or gender expression, marital status, veteran status or disability.

Section B: Dues – Annual dues for general membership shall be $5 per year. Members wishing to be allowed voting privileges must pay an additional $5 to the general membership dues for a total of $10 per year. Additionally, voting members must maintain a grade point average of 3.00 in order to exercise their voting privileges.


Section A: The officers of The Special Club shall be the President, Vice President, Secretary and Treasurer.

Section B: All general and voting club members shall be eligible to hold office provided they have maintained the acceptable 3.00 GPA during the current semester that the election takes place in.

Section C: Officers are elected to their positions during the last meeting of spring semester (May). If this meeting is not accomplished, officers will be elected at the next monthly meeting. Officers will be elected by ballot from those with voting privilege as defined by Article 2, Sec A & B of this constitution. Officers are elected by majority vote.

Section D: Term – Officers will serve for one year beginning at the start of the fall semester

Section E: Vacancy – Should a vacancy arise during the course of the year in the office of President, the vice president will assume the office of president for the remainder of the term. A vacancy in any other office will be filled through an emergency special election. ARTICLE 4: MEETINGS

Section A: Meetings will be held the second Monday of the month at 5pm. Section B: Special meetings may be held as needed when called by the president with the approval of the executive committee Section C: Quorum – A quorum shall consist of at least 2/3 of the voting membership of the club. Section D: Governance – Roberts Rules of Order shall be the parliamentary authority of this club. Roberts Rules of Order shall be used in all cases where it is applicable and where they are not inconsistent or in conflict with this constitution and by-laws.


Section A: Responsibility – Management of this club shall be the responsibility of the Executive Committee.
Section B: Membership – This committee shall consist of the officers as listed in Article III, a faculty advisor and the most senior member of the voting membership.
Section A: Selection – There shall be a faculty/staff advisor who shall be selected each year by the voting membership.
Section A: Program Committee – A program committee composed of the Vice-President as chairperson and four other members shall be appointed by the President before the end of spring semester. This duty will be to plan the overall program of the club. Section B: Special Committees – The President shall have the authority to appoint any special committees, with approval from the executive committee as needed.
Section A: Amendments to this constitution and by-laws may be proposed by any of the officers, voting and general members.
Section B – This constitution and/or bylaws may be amended by a two-thirds (2/3) majority vote of the voting membership.
Section C: Notice – All club membership shall receive advance notice of the proposed amendment at least five days before the meeting.

Constitution Rationale:
Article 1 states the clubs name and the purpose for the club. Essentially what is the overarching reason for the existence of the club. What is its mission? This could be as simple as a gathering of like minded people to share ideas and thoughts or as complex and cutting edge as a political action organization.
Article 2 states the membership requirements for the club. These can be restrictive or liberal depending on the club and what the sought after target membership is. Additionally, Article 2 states membership dues and more specifically the dues needed to maintain voting privileges. Grade point average is also specified in this example to convey the importance of strong academic standing.
Article 3 spells out the leadership core of the organization. In this case the club officers such as the president, vice president, secretary and treasurer. Requirements to hold office are also stated to determine eligibility and again academic standing is a determining factor. Article 3 also specifies the election process and timeline and sets the term limits for the officers.
Article 4 sets the expectation for the meetings that are necessary to conduct club business. A time and day of the month is specified.
Article 5 establishes the executive committee and specifies the need for a faculty advisor and the senior member of the voting membership in addition to the club officers. This is necessary to provide adequate representation at executive committee level meetings and decision making sessions. Also, the faculty advisor will act as the liaison between the club and the college.
Article 6 describes the manner in which the faculty advisor is selected by the club membership.
Article 7 describes committees that are formed in addition to the executive committee. In this case the program committee which is chaired by the vice president. This committee is charged with setting the direction for the club and providing the outlet for the club to accomplish its purpose which was stated in Article 1.
And finally in Article 8, amendments are discussed and the process for who may bring a proposal for amendment and the votes required to approve the amendment.


A Constitution and bylaws workbook for prospective student organizations at Salem University. (n.d.). Retrieved from Salem State University:

Robert, H. M. (1915). Robert's Rules of Order, 4th Edition. Retrieved from

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