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SECTION 1: The principal office of The Miami Seniors' Center, Inc. shall be located at 2104 Denver Harner Drive, Miami, Oklahoma, Ottawa County, State of Oklahoma, or at such other locations as may hereafter be selected by the Board of Directors, provided, however that same shall be located within the Corporate limits of the City of Miami, Oklahoma.
Any person desiring to be a Member of this Organization and is age 60 or over or has a spouse aged 60 or over who is a Member may register as a Member. Members must be residents of or do business in the vicinity of Miami, Oklahoma. Provided, however, in order to participate in particular Programs offered by this Organization, additional requirements may be imposed as required by the sponsoring agency of that program. There shall be maintained, with the corporate records, an up-to-date list of all registered Members.
There shall be an annual Membership Fee of $25.00 per Member. Fee may be adjusted by a two-thirds vote of the Board of Directors.
Non-Members may be allowed access to and participation in use of the Organization’s facilities as guests if not otherwise prevented by specific program requirements.
Each registered Member shall be entitled to one vote on each matter submitted to a vote of the Members.
Subject to the requirement of Quorum and proper Agenda notice for an Annual Meeting or a Special Meeting, Members of the Organization have the power:
1. At the Annual Meeting of the Members, to confirm the slate of nominees for Board of Directors of the Organization which have been selected by the City Council of the City of Miami (“City Council”).
2. To remove from office any Director or Officer for good and sufficient cause by a two-thirds vote of the Members present at the Annual Meeting or Special Meeting.
3. To hear, consider, and approve or disapprove reports of the Board of Directors, Officers, and committees of the Organization by majority vote of the Members present at the Annual Meeting or Special Meeting.
4. To review and modify, suspend, or reverse any decision of the Board of Directors by two-thirds vote of the Members present at the Annual Meeting or Special Meeting.
5. To amend these Bylaws by two-thirds vote of all the Members present at the Annual Meeting or Special Meeting.
1. The Annual Meeting of the Members of this Organization shall be held at the principal office of the Organization, 2104 Denver Harner Drive, Miami, Oklahoma, or at such other place within the City of Miami, State of Oklahoma, as may be designated in the call of such meeting in the month of November of each year. The place, time and purpose of the Annual Meeting must be stated in the notice and Agenda, which shall be published in a newspaper of general circulation in the City of Miami no less than one (1) week before the meeting and no more than three (3) weeks before the meeting. At the Annual meeting, the Members of the Organization shall confirm Directors as prescribed in Article III, Section 1 and may conduct such other business as is set forth in the notice and Agenda.
2. Special Meetings of the Members of this Organization may be held at the principal office of the Organization or such other place within the City of Miami, State of Oklahoma, as may be designated in the notice and Agenda of such meetings whenever called in writing by the President or a majority of the Board of Directors or by a petition of at least 20 Members. The place, time and purpose of a Special Meeting must be stated in the notice and Agenda, which shall be published in a newspaper of general circulation in the City of Miami no less than five (5) days before the meeting and no more than ten (10) days before the meeting. Only business set forth in the notice and Agenda may be conducted at a Special Meeting.
Quorum for any Annual Meeting or Special Meeting shall be no less than 20 Members.
There will be no proxy voting by Members permitted for any purpose in conducting the business of this Organization.
There shall be an annual Membership Fee of $25.00 per Member. This amount may be adjusted by a two-thirds vote of Board of Directors.
The business affairs of the Organization shall be managed and directed by its Board of Directors.
The number of Directors shall be five (5). The election of Directors shall take place at the Annual Meeting of the Members and shall be by Secret Ballot. After the election, each Director's term shall be for one (1) year or until the completion of the election at the next Annual Meeting.
The City Council shall nominate Directors of this Organization, at least one (1) of which shall be from the Council’s own members, regardless of the person’s or persons’ age(s), and the remainder from the Membership of this Organization.
The Regular Meeting will be held on the second Wednesday of each month at 10:00 A.M. to discuss and vote on the business brought up by the Directors or Members.
Special Meetings of the Directors may be called by the President or by two (2) of the Directors or by twenty (20) Members. The place, time, and purpose of the Special Meeting must be stated in the notice and Agenda. The notice and Agenda shall be hand-delivered or e-mailed to all Directors and posted at the principal office of the Organization no less than forty-eight (48) hours prior to the Special Meeting. Only the business set forth in the notice and Agenda may be conducted at a Special Meeting.
All meetings of Directors shall be open to the Members and the general public, except for purposes of discussing individual personnel matters, the acquisition of real property, or pending or threatened investigations or litigation.
A majority of the Board of Directors shall constitute a Quorum.
Any vacancy occurring in the Board of Directors shall be filled on an interim basis by nomination by the City Council and confirmed by the affirmative vote of a majority of the remaining Directors at the next Regular Meeting. A Director selected to fill a vacancy shall serve until the completion of the election at the next Annual Meeting of the Membership.
Directors of this Organization, including those also serving as officers, shall serve without salary or compensation except they may be reimbursed for travel and out of pocket expenses.
The Board of Directors shall elect Officers from its Members, including a President, Vice-President, and a Secretary. The Treasurer shall be selected from the Members of the Organization by the Board of Directors. The Board of Directors may also recommend to the City of Miami the hiring of such other employees as determined to be necessary and proper to the transaction of its business.
Any Officer may be removed from office by vote of the majority of the Members. Such removal must be for cause or upon missing three consecutive regular meetings without excused absences. Any vacancy resulting from the resignation or removal of an officer as herein provided may be filled by the Board of Directors.
The President of the Organization shall be the Organization's principal executive officer and shall exercise general supervision and control over all the business and affairs of the Organization, The President shall have the following specific powers and duties:
1. To preside at all meetings of the Members and Board of Directors.
2. To have general and active management of the business of the Organization.
3. To see that all orders and resolutions of the Board of Directors and Members are carried into effect.
4. To have a general superintendence and direction of all the other Officers of the Organization and of the agents and employees thereof and to see that their respective duties are properly performed.
5. To operate and conduct the business and affairs of the Organization according to the orders and resolutions of the Board of Directors and Members.
6. To submit a report of the operations of the Organization to the Board of Directors at the regular monthly meeting, and an annual report thereof to the Members at the Annual Meeting, and from time to time to report to the Board of Directors all matters within his/her knowledge that should be brought to their attention in the best interest of the Organization.
7. To appoint, with the approval of the Board of Directors, the Members to serve on any and all committees.
8. The President shall act on all incoming and outgoing correspondence except for routine matters.
9. In addition to the foregoing, the President shall have other powers, duties, and authority as may be set forth elsewhere in these Bylaws and as may be prescribed by the Board of Directors from time to time.
The Vice-President shall have the authority and duties specified by the Board of Directors. In case of the inability of the President to act on account of absence, illness, or for any other reason, his/her power shall be assumed and his/her duties discharged during the period of such inability or absence by the Vice-President, and such acts of the Vice-President, duly authorized and performed under such conditions, shall be the acts of and binding on the Organization to the same extent as if performed by the President. A Vice-President acting as President under this Bylaw shall report fully all such acts to the President on his/her return and to the Board of Directors with respect to all actions taken and transactions accomplished by him/her during the absence or disability of the President.
The Secretary of the Organization shall be the custodian of and shall maintain the Organization books and records, including a current, up-to-date list of all registered Members, and shall be the recorder of the Organization's formal actions and transactions. The Secretary shall have the following specific powers and duties:
1. To record or see to the proper recording of the minutes and transactions of all meetings of the Board of Directors and of the Members and to maintain separate minutes books at the principal office of the Organization, or such other place as the Board of Directors may order, of all such meetings in the form and manner required by law or the Board of Directors.
2. To attend to the giving and serving of all notices of the Organization required by law or these By-Laws to be given.
3. To attend to such correspondence such as opening and recording the mail, advising the President and Board of Directors of correspondence that requires action, and make such reports as may be assigned to him/her.
4. To assume the duties as acting President in the absence of the President and Vice-President pursuant to the same terms and conditions set forth in Article IV, Section 4.
5. To maintain the corporate seal which shall have inscribed thereon “Miami Seniors’ Center, Inc. Corporate Seal of Oklahoma”, and affix same as may be required by law.
In addition to the foregoing, the Secretary shall have such other powers, duties and authority as may be set forth elsewhere in these By-Laws and as may be prescribed by the President or Board of Directors from time to time.
The Treasurer of the Organization shall be its chief fiscal officer and the custodian of its funds, securities, and property. The Treasurer shall have the following specific powers and duties:
1. To keep and maintain, open to inspection by the Board of Directors and Members at all reasonable times, adequate and correct accounts of the properties, bank accounts and business transactions of the Organization, which shall include all matters required by law and which shall be in form as required by law, or in the absence thereof, by generally accepted accounting practices.
2. To have the care and custody of the funds and valuables of the Organization and deposit the same in the name and to the credit of the Organization with such depositories as the Board of Directors may designate.
3. To maintain accurate lists and descriptions of all capital assets of the Organization, including land, buildings, and fixtures and equipment.
4. To see to the proper drafting of all checks, drafts, notes and orders for the payment of money as required by the business of the Organization. All such instruments must be signed by two of the following: Treasurer, President, Vice-President, Secretary or one of the Board of Directors.
5. To disburse the funds of the Organization for proper expenses and as he/she may be lawfully ordered by the Board of Directors and to take proper vouchers for such disbursements.
6. To render to any officer or Board of Directors, whenever they may require it, an account of all his/her transactions as Treasurer, and financial statement in form satisfactory to them, showing the financial condition of the Organization.
In connection with the fiscal affairs of the Organization, the Board of Directors shall have the following powers:
1. To make provision for the prompt discharge of Organization obligations as they mature, including payment for any property or rights required by the Organization, either in money, or if approved by resolution of the Membership, bonds, debentures, or other securities of Organization lawfully issued for the purpose.
2. To borrow money on the credit of the Organization. No loan shall be contracted on behalf of the Organization, and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Membership. Such authorization must be confined to specified transactions.
3. To establish and provide for the proper maintenance and use of sinking fund for repairs or alterations to the buildings of the Organization and for any other proper Organizational purpose that will be advanced, in the opinion of the Board of Directors, by the use of the sinking fund.
4. To select banks and other depositories for the funds and securities of the Organization.
The Board of Directors shall have the power to acquire by purchase, gift, or any other lawful manner, any property, both real and personal, that the Organization my lawfully acquire, at such price and on such terms and conditions as the Board of Directors shall deem proper. The Board of Directors shall also have the power to create, make and deliver mortgages, deeds of trust, trust agreement, security interests, or any other kind of lawful collateralization of property of the Organization, if approved by the resolution of the Membership which authorizes the creation of such secured debt.
The Organization shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the meetings of its Members, Board of Directors and committees. All books and records of the Organization may be inspected by any Member or his/her attorney or accountant for any purpose at any reasonable time. All books and records of the Organization must be preserved for at least (7) seven years.
The fiscal year of the Organization shall begin on the first day of July and end on the last day of June of the following year.
In the event of the dissolution of this Organization or in the event it shall cease to carry out the objectives and purposes herein set forth, the Board of Directors shall after paying or making provision for the payment of all liabilities of the Organization, dispose of all of the remaining assets of the Organization, to the City of Miami, Oklahoma.
This Organization shall indemnify and hold harmless the following persons, to the fullest extent permitted by law, from and against any and all obligations, liabilities and expenses arising from and in the course of the performance of their assigned duties: Directors and officers and their duly appointed agents.
These Bylaws may be altered, amended, or repealed and new Bylaws be adopted by a two-thirds vote of the Members present at any Annual Meeting or Special Meeting, if at least thirty (30) days public notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting and if the content of the proposed change is publicly posted.
(SEE ATTACHED SHEET FOR SIGNATURES OF MEMBERS APPROVING AMENDED BY-LAWS)
Originally adopted July 24, 1990
Changes made March 25, 1994
Amended March 26, 1998
Revised at Annual Meeting on November 14, 2013
Revised at Annual Meeting on November 19, 2015
Revised at Annual Meeting on November 22, 2024
Revised Fees at Special Board Meeting on December 11, 2024
On December 11, 2024, with proper notice having been posted and published, and with five (5) directors voting, constituting a quorum of the Board of Directors, the proposed By-Law amendment was unanimously approved by a voice vote.
Signed by Kyla Jones, Board President & Attested by Jill Fitzgibbon, City of Miami Budget & Policy Manager