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  Bylaws
  CLEVELAND CLINIC STAFF AUXILIARY BYLAWS 2013
(Final Draft approved by CCSA Board April 8, 2013)

ARTICLE I: NAME

     The name of this organization shall be Cleveland Clinic Staff Auxiliary.

ARTICLE II: OBJECT
     Section 1: The object of this organization shall be:
  1. To welcome and assist the new families of Cleveland Clinic Staff
  2. To organize social activities and foster fellowship
  3. To promote philanthropic service projects
  4. To provide educational presentations

     Section 2: Any activities involving the purpose of this organization or any change in program or procedure, must be approved by the Executive Board of the Staff Auxiliary, the Office of Staff Affairs, and the Board of Governors of the Cleveland Clinic Foundation.

ARTICLE III: MEMBERSHIP

     The membership of this organization shall consist of the Spouses/significant other of: Staff, Associate Staff, Assistant Staff, Project Staff, Certified Nurse Midwife, Clinical and Research Associates, Emeritus Staff, Retired Staff, Administration, Retired Administrative Staff, and deceased Staff.

ARTICLE IV: FINANCE

     Section 1: There shall be no dues for membership. Special assessments for specific events may be requested. When appropriate, attending guests of Auxiliary members may be charged a nominal attendance fee, the proceeds of which will be deposited into a Cleveland Clinic Staff Auxiliary designated account. All funds necessary to defray the Expenses of the organization shall be requested annually and/or as needed from The Cleveland Clinic. No fundraising program shall be undertaken outside of the Legacy Fund unless approved by The Cleveland Clinic.

     Section 2: The general fund shall be held by the Cleveland Clinic, which shall receive and pay all receipts. The Treasurer of the Staff Auxiliary shall receive from the general fund a petty cash account.

     Section 3: The fiscal year shall be from July 1 to June 30.

ARTICLE V: OFFICERS AND THEIR ELECTIONS

     Section 1: EXECUTIVE BOARD: The Executive Board shall consist of elected and/or appointed members. New members shall be appointed each year before the Annual Meeting. Each member shall serve a term of two years in their elected/appointed position. This Board shall supervise the affairs of this organization and support Staff Auxiliary functions. Board members shall attend all monthly Board meetings unless excused by the President. The Board shall have the power to fill any vacancy in its membership. A vacancy in an unfulfilled term shall be filled for the balance of the term when possible. Two-thirds members shall constitute a quorum.

     Section 2: DUTIES OF OFFICERS
  1. To be eligible for PRESIDENT, the candidate should have been on the Executive board for at least one year at some point in time. The PRESIDENT shall preside at all meetings of the Staff Auxiliary and Executive Board. The President shall develop the yearly meeting schedule; consult the Office of Staff Affairs, as needed; attend the New Staff Welcome functions; assist Chairs and their committees; develop and maintain healthy working relationships within the Executive Board and with persons involved with Board activities. An annual financial statement shall be presented by the President to the Staff Auxiliary, The Office of Staff Affairs, and the Board of Governors.

  2. The VICE PRESIDENT shall assume the duties of the Presidency in the absence of the President or at her/his request, and she/he shall assist the President in promoting the work of the Staff Auxiliary. The Bylaws, Board Guidelines and Position Descriptions will be reviewed every three years by the Vice President to assure compliance and appropriateness. As necessary, the Vice President shall revise and submit these documents for a Board majority vote of approval. In the event of a vacancy in the Presidency, the Vice President shall become President to complete the term. Other permanent vacancies shall be filled from the general membership by a majority vote of the remaining Board.

  3. The SECRETARY shall keep accurate Minutes of all meetings and be responsible for the correspondence of the Executive Board. Copies of the Minutes shall be sent to all Board members following the monthly meetings. The Secretary will forward any written material distributed during meetings to absent Board members.

  4. The TREASURER shall receive and bank the petty cash fund, and keep an accurate account of all receipts and disbursements. An annual financial record shall be submitted to the President, who shall assist the Treasurer in preparing the annual statement. If the Treasurer is incapacitated or unavailable, the President may issue a check in payment of current bills or needs. The signatures of the President and the Treasurer must be on this bank account. The Treasurer position shall be appointed from the existing Board, and assume the role of Treasurer for the following term of office.

  5. The ENTERTAINMENT CHAIR shall form a committee and arrange the social functions sponsored by the Staff Auxiliary for the Professional Staff and/or Spouses/significant other of The Cleveland Clinic, specifically the Annual Staff Holiday Open House (traditionally the first Saturday evening of December) and the Annual Spring Luncheon in May. These functions shall be subject to the approval of the Executive Board. The Entertainment Chair facilitates the invitation process, contacts the Office of Staff Affairs for current mailing addresses, selects invitations, and handles RSVPs. This Chair contacts the InterContinental Hotel Catering Manager and coordinates event theme, decoration, music, and menu. Additionally, the Entertainment Chair works with the Philanthropy Chair in organizing the Holiday and the Spring Luncheon Legacy Fund donations. The Entertainment Chair shall request all creditors submit their bills to the Controller of The Cleveland Clinic Foundation along with a copy sent to the Chair. All contracts/agreements must be approved by The Office of Staff Affairs. This person provides a monthly update to the Board and writes articles for the newsletter and the Website as needed.

  6. The WELCOMING CHAIR shall welcome all new Staff spouses/significant other upon their arrival and promote fellowship by organizing events of interest. The Welcome Chair shall coordinate with the Office of Staff Affairs, and provide information about the Staff Auxiliary to newcomers. This person provides a monthly update to the Board and writes articles for the newsletter and the Web site as needed.

  7. The PHILANTHROPY CHAIR shall work with the Board and external organizations in coordinating Holiday and the Spring Luncheon Legacy Fund donations. The Philanthropy Chair oversees The Legacy Fund by obtaining information about various Cleveland Clinic projects, making recommendations to the Board as to the support of specific projects, and dispersing monies accordingly. The Philanthropy Chair keeps a relationship with Cleveland Clinic Volunteer Services Department, and promotes our tradition of service. This person provides a monthly update to the Board and writes articles for the newsletter and the Web site as needed.

  8. The COMMUNICATIONS CHAIR shall be responsible for maintaining the Staff Auxiliary Web site, which includes, but is not limited to: posting the newsletters, keeping Board member information updated, adding sections as needed, and responding to email inquiries directed to the Webmaster. This person shall provide updates to the Board as needed and also writes articles for the newsletter and/or website as needed.

  9. The EXECUTIVE CLUB CHAIR shall promote, organize and keep in contact with the male spouses/significant other of the Cleveland Clinic Staff Auxiliary. Historically, a small number of our physician spouses were men. With a growing population of male spouses, the Executive Club was established in 2008 to promote their involvement. Activities are planned, promoted to our target members, and executed within our budget. Activities planned shall be presented to and approved by the Board. These persons will provide a monthly update to the Board, and write articles for the newsletter and Web site, as needed.

  10. The EDUCATION CHAIR functions two-fold: As a "Member-at-Large," providing support for all Cleveland Clinic Staff Auxiliary endeavors, and as the person to procure/provide a speaker and/or entertainment for the Annual Spring Luncheon.

     The Past President, upon completion of her/his term of office, shall be invited to serve a period of one year as an advisor to the Executive Board. In this capacity, the Past President shall have no voting privileges.

     Each member of the Board shall maintain a position specific notebook/binder. Upon completion of her/his term of office, she/he shall submit it to her/his successor.

     No Board member shall vote on any matter which would involve a personal conflict of interest. Whenever a Board member has cause to believe that a matter to be voted upon would involve her/him in a possible personal conflict of interest, she/he shall announce such possible conflict of interest, and the question of whether an actual conflict of interest exists shall be decided by a majority vote of the Board members present, excluding the Board member announcing the possible conflict of interest and excluding any other Board member present who has already been disqualified from discussing or voting on the issue because of her/his own conflict of interest. If a conflict of interest is found to exist, the Board member shall abstain from both discussion and voting on such matter, but my respond to specific requests from the Board for information regarding the matter.

ARTICLE VI: MEETINGS

     Section 1: MEETING OF MEMBERS: The Annual meeting shall be held during the Spring of each year. Special meetings may be called at the discretion of the Executive Board.

     Section 2: MEETING OF THE EXECUTIVE BOARD: The Executive Board shall hold at least nine meetings per year. Special meetings may be called by the President or two-third members of the Executive Board.

ARTICLE VII: COMMITTEES

     Section 1: NOMINATING COMMITTEE: The Chairperson shall be appointed by the President. The Committee shall consist of three Board members. A Board member may serve on the Nominating Committee one time during her/his two-year term. The Nominating Committee shall meet to select new members for the Executive Board prior to the Annual meeting. In order for an individual to be nominated, the intended nominee must be a spouse/significant other of The Cleveland Clinic: Staff, Associate Staff, Assistant Staff, Certified Nurse Midwife, or Administration. The Nominating Committee Chairman shall report to the Executive Board.

     Section 2: OTHER COMMITTEES: may be appointed by the Executive Board when necessary.

ARTICLE VIII: PROCEDURE

     These bylaws may be amended at any business meeting of the organization by a two-thirds vote of the members present and voting. The proposed amendments must be approved by the Executive Board, the Office of Staff Affairs, and the Board of Governors of the Cleveland Clinic, and included in the notice of the meeting. The bylaws will be reviewed every year.

     Where this constitution does not prescribe, Robertís Rules of Order, Revised Edition, 1986, shall prevail.