Name of Corporation
The name of this corporation shall be the “Blue Max, Inc.“ and its headquarters shall be in St. Louis, Missouri.
Purpose of this Corporation
Blue Max, Inc promotes Leather-Levi traditions throughout the Greater St. Louis area and offers educational, social, and charitable activities serving the LGBT+ community
This corporation is not organized for pecuniary benefit and shall not declare dividends.
Types of Membership
Membership in the Corporation shall be divided into five (6) types:
Pledge a potential member who is in the first formal stage of becoming a member
Active/Regular a full member who is in good standing and who has voting privileges
Auxiliary a member that is unable to perform the responsibilities of a full member, is not eligible for Associate membership, but still wishes to be affiliated with the corporation
Associate a member of another similar club or a former Blue Max member who wishes to become affiliated with Blue Max without becoming an active member. This person may reside in St. Louis or in another city or state
Honorary bestowed to persons in recognition of services performed on behalf of the corporation
Alumni bestowed by the Corporation to active members who have been members for at least 10 consecutive years
Applicants for active or auxiliary membership must not now be or have been, in the last six (6) months, an active member of a similar St. Louis club unless that club has ceased to exist
An applicant for active, auxiliary, or associate membership must be sponsored by two members in good standing. An application for associate membership must be accompanied by a photograph of the applicant and a letter from the applicant’s club stating that the applicant is a member in good standing
The applicant applying for membership of any kind must be at least
Upon membership approval of any kind by the corporation, the applicant shall immediately be notified of their acceptance or rejection by the Road Captain
Resignation from membership shall be in writing and given to the President or an officer for presentation at the next meeting.
The governance of the Corporation shall be vested in the Board of Directors.
The Board of Directors
The Board of Directors shall consist of the five (5) officers of the Corporation, i.e.,
A minimum of four (4) Board Members must be represented in person or by proxy to constitute a quorum of the Board. No more than one proxy may be so counted in establishing the quorum.
The directors and officers of the Corporation shall assume their offices for a term of two years at the April meeting at the start of new business. The President shall fill any vacancy until the next scheduled meeting when members in good standing shall vote by a secret ballot to fill the vacancy. Notification of the vacancy and the election will take place not less than ten (10) days before the next regularly scheduled meeting of the Corporation.
The Officers of the Corporation
- The President shall be the executive head of the Corporation and shall preside at all meetings and functions of the club, both in and out of town, and shall be an ex-officio member of all committees.
- The President shall keep the Board of Directors fully informed as to the activities of the members of all committees.
- The President has voting power, but can only exercise that power in the case of a tie when dealing with general club business. The President may vote, however, in the election of pledges, associates, alumni and honorary members and in the election of officers of The Corporation.
- The President shall appoint committees, chairmen and a club historian.
- The Vice-President shall, in case of absence or disability of the President, assume the duties of the President.
- The Vice-President may preside over membership meetings at the discretion of the President.
- The Vice-President shall perform such other and additional duties as the President may direct.
- The Vice-President shall serve as parliamentarian at all club meetings and functions.
- The Vice President shall oversee membership responsibilities new and old such as club patches, special pins, handouts, printed materials, uniforms, recruitment and retention.
- The Vice President, along with the Secretary and Treasurer, shall maintain a membership directory and membership records.
- The Secretary shall record the minutes of The Corporation.
- The Secretary, with the help of the Treasurer and Vice-President, shall maintain club membership records and retain all membership applications.
- The Secretary shall provide written minutes of each meeting to the membership in a timely fashion
- The Secretary, with the help of the Vice-President, shall provide the membership with an updated member directory to include all Honorary and Associate Members.
- The Treasurer shall have general supervision of the financial operations of The Corporation and shall keep such records as deemed necessary.
- The Treasurer shall collect, deposit, and disperse all fees, dues and assessments.
- The Treasurer shall make written reports of the transactions of the Corporation and the Corporation’s financial condition and distribute a copy to the membership at each regularly scheduled meeting.
- The Treasurer shall be responsible for maintaining The Corporation’s checking account. Said account is to be maintained at a financial institution approved by the Directors of The Corporation.
- The Treasurer’s records may be audited by such person or persons that the board shall appoint when deemed necessary.
- The Treasurer shall file yearly reports and tax forms before April’s meeting.
- At the direction of the chair, the Road Captain shall act as Sergeant-At-Arms at all meetings and functions of The Corporation.
- The Road Captain shall coordinate in-town and out-of-town functions of the club with the approval of the President, and shall present itemized receipts for all expenditures pertaining thereto.
A club Historian shall be appointed by the President
The Historian shall collect and maintain records, memorabilia, and photographs of the club and its activities.
The Historian shall be a non-voting member of the Board of Directors.
Organization of the Corporation
These By-Laws and Standing Rules shall be used for the guidance of this corporation.
By-Laws and Standing Rules shall be adopted or changed with previous written notice to members of the Corporation by a two-thirds (2/3) majority vote at the next regularly called meeting of the membership of the Corporation. Notification is to be made not less than ten (10) days from the time of the meeting at which the vote is to be taken.
Proposed additions, deletions and amendments to the By-Laws of this Corporation shall first be proposed in writing by a member in good standing and presented to the Board of Directors. These changes shall then be presented to the corporate membership at the next regularly scheduled meeting.
A proposal to establish or change the home bar of the club shall be adopted only after ten (10) days of written notification of a vote on such a proposal.
This Corporation shall be non-racial, non-partisan, non-sectarian and shall wholly abstain from any political or labor affiliations or endorsement of candidate for public office.
The Corporation’s fiscal year shall begin January 1st and conclude on December 31st.
Liquidation and Distribution of Assets
A motion to dissolve the Corporation shall require an affirmative vote of two-thirds (2/3) of the members present, in person or by proxy, to be enacted. Such a vote shall not be taken unless the members have been given written notice
In case of dissolution of the Corporation and the liquidation of its affairs, any monies or other assets remaining after payment of all obligations shall be distributed to one or more similarly oriented organizations or to charities, as determined by vote of the members.
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Said organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other purposes not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
The presence of two-thirds (2/3) of the active members is necessary to establish a quorum at a meeting. Proxies are not to be counted except on a vote to dissolve the corporation.
A quorum of the Corporation is required at meetings in which Corporation business is to be transacted.
The corporation shall keep correct and complete books and records of all accounts and shall also keep minutes of the proceedings of its regular and special meetings of members and the Board of Directors. The Secretary and the Treasurer shall keep a record of the members. All books and records of the Corporation may be inspected by any active member for any purpose, at any reasonable time. The Secretary, Treasurer and Historian shall maintain all past and present records and turn them over to their successors.