ROSE ORGANIZATION FOR SOCIALIZING AND ENTERTAINMENT BYLAWS Adopted: 6/21/2023
ARTICLE I - Name
Section 1. Name: The name of this club shall be the Rose Organization for Socializing and Entertainment. The name of this club in abbreviated form is R.O.S.E.
ARTICLE II - Objectives
Section 1. The objectives of this club shall be:
a. To create and maintain a social, recreational, entertainment, and record-keeping organization for the Donald F. and Marjorie W. Rose extended family;
b. To foster connectedness among members of the extended Rose family, a wondrous and constantly evolving entity now so large that, let’s face it, you could be living next door to or sharing a dorm room, chat room, or waiting room with one of your own cousins and not even know it;
c. To celebrate, document, preserve, and explore things related to lives of Donaldand Marjorie W. Rose their twelve children and their descendants.
ARTICLE III - Members
Section 1. Classes: There shall be four classes of members: Voting Members, Non-voting Members, Board Members, and Executive Board Members.
a. The Voting Members of the club shall be limited to:
1. Direct descendants of Donald F. and Marjorie W. Rose in good standing;
2. Adopted Children of direct descendants of Donald F. and Marjorie W. Rose, and their descendants, in good standing;
b. Non-voting Members shall be limited to:
1. Spouses of direct descendants of Donald F. and Marjorie W. Rose in good standing;
2. Individuals and groups recognized as Friends-of-the-Family by a voting member, in good standing;
c. The Executive Board shall be comprised of the President, Vice-President,Treasurer, and Secretary;
d. Executive Board Members by a majority vote, or tie-breaking vote by the President, of the Executive Board may create Board Member positions including, but not limited to, Board Members representing each of the 12 branches of the family;
e. A special designation of Rose Bloom Builder will be given to any member who contributes $100 or more for the membership year in which the contribution is designated.
Section 2. Privileges of membership:
a. All Voting Members in good standing, may speak at general meetings, run for a board position and participate in all club events;
b. Voting Members in good standing (have met the requirements set forth in these bylaws) may be elected to or retain office;
c. Non-voting Members may speak at general meetings and participate in all club events.
Section 3. Admission to membership:
a. All Members must pay their dues as required in this article to be considered Members, and Members in Good Standing;
b. The price of club dues will be determined by the Executive Board;
c. Membership is annual and is valid from January 1st to December 31st, if membership dues are paid prior to December 31st of the prior year;
d. Membership for a new Member, or a Member who has failed to pay their dues by December 31st of the prior year, is valid from the time they pay their dues until December 31st of the year the dues are paid.
Section 4. Termination of Club Membership:
a. Upon a majority vote, or tie-breaking vote by the President, of the Executive Board, and for good cause, any Member may be expelled from the club.
b. Membership is terminated on December 31st if the Member has not paid their dues for the subsequent year.
Section 5. Leave of absence:
a. Upon a temporary leave of absence by one of the Executive Board Members or Board Members, the Executive Board by majority vote, or tie-breaking vote by the President, retains the discretion to do one of the following:
1. Assign a Voting Member to the position to serve during the absence;
2. Assign the responsibilities of office to another Executive Board Member;
3. Assign the responsibilities of office between multiple members of the Executive Board;
4. Any and all other remedies available to the Executive Board.
ARTICLE IV - Officers
Section 1. Elected Officers: Elected Officers on the Executive Board shall include the positions of: President, Vice President, Treasurer, and Secretary.
Section 2. Eligibility: Executive Board and Board Members must be Voting Members and in good standing before being appointed to or running for a board or executive board position.
Section 3. Term of Office: The term of office shall end upon the final day of the family gathering called the Rosa Palooza.
Section 4. Removal from Office:
a. The removal of any Executive Board Member or Board Member shall be valid upon a majority vote, or tie-breaking vote by the President, of the Executive Board;
b. The President shall have a tie breaking vote if necessary;
c. Executive Board must show cause for such removal.
Section 5. Vacancy in Office: Refer to Article V Nominations and Elections.
Section 6. Duties. Specific Board Member Duties:
a. President:
1. The President shall administer all necessary executive decisions on behalf of the club, oversee all activities of the Executive Board and the Board, and delegate duties to Members as required;
2. Acts as tie breaker in deadlock situations;
3. Plans and organizes the family gathering known as the Rosa Palooza;
4. Holds an election by Voting Members present (in-person or remote) at the Rosapalooza for Board and Executive Board Members;
5. Declares the winners of Board and Executive Board positions following the election;
b. Vice-President:
1. Share the duties of the President as needed, to be determined by the President;
2. Act as a direct substitute for the President in instances where the President is unavailable.
c. Treasurer:
1. Keep records of all club expenditures;
2. Deposit membership dues and donations;
3. Manage any and all funds;
4. Prepare a budget for each major activity and service;
5. Prepare and file tax documents;
6. Prepare and file documents related to the club’s tax-exempt status;
7. Prepare and file documents required for state and federal registration.
d. Secretary:
1. Record board meeting minutes and submit meeting minutes for approval during the next meeting;
2. Keep records of all club events including the attendance of the Members and non-members;
3. Maintain contact information for all Members;
4. Send annual membership due notices to existing members;
5. Keep a record of members in good standing by member and by member class;
6. Record and maintain the Bylaws, and other club governing documents;
7. Record requests, and accepted nominations to serve as Board and Executive Board Members
8. Record votes for Board and Executive Board Members.
e. Board Members for each of the 12 children of Donald F. and Marjorie W. Rose:
1. Attend club meetings and serve as the primary Liaison for their branch of the family;
2. Attend the Rosa Palooza as the primary representative for their branch of the family;
3. Recommend, plan, and execute activities for the Rosa Palooza and other club activities, as approved by the Executive Board;
4. Build and display the information area at the Rosa Palooza for their branch of the family;
5. Check-in and record attendance at the Rosa Palooza for members of their branch of the family.
f. General Board Member Duties:
1. Provide turnover and transition for the next Board Member elected to or appointed to their position;
2. Recommend, plan, and execute additional events and services as approved by the Executive Board.
ARTICLE V - Nominations, Elections and Originating Executive Board
Section 1. Nominating Board and Executive Board Members:
a. Persons nominated to the Board and Executive Board must be Voting Members in good standing;
b. Verbal requests to serve as a Board Member or an Executive Board Member can be made prior to the election at the Rosa Palooza or at any club meeting or club Board meeting and will be considered a nomination;
c. Written requests to serve as Board Member or an Executive Board Member can be sent to the Secretary at any time during the year prior to the Rosapalooza and will be considered a nomination;
d. Requests, and accepted nominations to serve as a Board Member or an Executive Board Member shall be recorded by the Secretary as a nomination.
Section 2. Election Process:
a. The election of the Board and Executive Board occurs at the Rosa Palooza event;
b. The President determines how the votes will be cast;
c. The Secretary gathers and counts the votes;
d. The President announces the winners of the election.
Section 3. Vacancies between Elections:
a. The President determines when a vacancy has occurred;
b. In the event that the vacancy is the Presidency, the Vice-President determines that the vacancy has occurred;
c. Board Members and Executive Board Members solicit candidates to fill the vacant position;
d. The current serving Executive Board Members elect a Voting Member in good standing to the vacancy by majority vote, or tie-breaking vote by the President, of the Executive Board.
Section 4. The Originating Executive Board: The originating Executive Board Members are appointed by the adoption of this document at an originating Executive Board Meeting and are named here:
President Lisa Alfelt;
Vice President Charles Grubb;
Treasurer Joel Mergen;
Secretary Elizabeth Zeno.
ARTICLE VI - Meetings
Section 1. Executive Board Meetings and Board Meetings:
a. Executive Board meetings and Board meetings shall be scheduled by the President or Vice President, as needed.
b. If one of the members present is the President, a quorum will exist for Executive Board Meetings and Board Meetings when two (2) Executive Board Members are present. If the President is not present, a quorum will exist for the Executive Board and Board meetings when three (3) Executive Board Members are present.
Section 2. General Meetings shall be scheduled by the President or Vice President, as needed.
ARTICLE VII - Dues and Fees
Section 1. Dues and Fees:
a. There shall be an annual membership Due of $10 for Voting Members and Non-voting Members;
b. Club dues are subject to change based on the discretion of the Executive Board;
c. Dues for members can be paid from the club accounts with the approval of the Treasurer if a Member or Perspective Member requests assistance to pay their dues, and the assistance is determined to be needed by the Treasurer due to the Members financial circumstances.
d. Financial Charges: In order for the club to be liable for any financial charge a member must obtain prior written approval from the Executive Board.
ARTICLE VIII - Dissolution
Section 1. Dissolution Process
a. Dissolution decision is made by a vote of the Executive Board or a unanimous vote of the membership, in good standing;
b. At the time an affirmative vote to dissolve the club, membership is closed to new members, and members in good standing at the time of the vote will be considered the only members of the club;
c. File the Certificate of Dissolution with the state;
d. Liquidate assets – gains made on assets are taxable for a social club;
e. Obtain tax clearance from the state;
f. File federal, state, and local tax forms and pay taxes;
g. Notify members the club is dissolving;
h. Settle claims;
i. Distribute remaining funds equally to members in good standing;
1. Social clubs are expected to distribute remaining funds to members when dissolved;
2. Donating club funds to charity without a unanimous vote of the membership is contrary to the recreational purpose of the club.
ARTICLE IX - Adoption and Amendments
The Bylaws can be adopted and amended by a majority vote, or tie-breaking vote by the President, of the Executive Board. An amendment to the Bylaws can be submitted to vote by a member of the Executive Board during an Executive Board Meeting.