Sample Articles of Incorporation and By-Laws
Section 6. Members are expected to serve on such committees, panels or work groups as necessary to
support the club in its functions.
(Article III is quite simple. Your club needs to determine the date of an annual meeting; how a special
meeting is called and who has the authority to call one; how the members and Board are notified of such
meetings; what constitutes a quorum at a meeting; who has the right to vote at a meeting and are proxy
votes allowed; and lastly, the manner of acting. You may wish to refer to the current ApHC rulebook for
ARTICLE IV: Board of Directors/Election
Section 1. Election. At the annual meeting of the members, _____Directors shall be elected for a term of
____ years, with _____ Directors elected annually. The affairs of the club shall be managed by its Board
of Directors. From the entire elected Board, the members may vote their preferences for President, Vice-
President, Secretary and Treasurer. Only one Board member or Officer may be elected from the same
(Refer to Article V, Section 2 of this example)
Section 2. Vacancies. In the event of death, written resignation or refusal to serve on the Board, these
vacancies shall be filled by the membership. Should any member of the Board be absent from three
regularly scheduled Board meetings during the fiscal year of this club without just reason accepted by
the Board, the position may be declared vacant on a majority vote of the Directors present. The
unexpected term of such a vacancy will be filled through election by the membership at the next
scheduled business meeting.
ARTICLE V: Board of Directors/General Powers
Section 1. General Powers. The Board of Directors shall define the policies of the (name of club) and
shall have administrative directions and management of this association.
Section 2. Number and Tenure.
(It is best to elect an uneven number of Directors to avoid ties in split votes. Most clubs elect 9 Directors
- initially elected for three years, two years and one year - and when the terms expire for the three
Directors with one year terms, they could be re-elected for three year terms unless the By-Laws
specifically state that they cannot run consecutive terms. Also, the By-Laws should state when the
Board should meet.)
Section 3. Officers. The President, Vice-President, Secretary and Treasurer shall be chosen from
members of the Board, guided by the preferences of the membership, all being one year terms. (See
Article VI of this example.)
ARTICLE VI: Officers.
Section 1. President. The President shall be the Chief Executive Officer. He shall in general supervise
the business and affairs of the club. He shall preside at all meetings of the members of the Board of
Directors. He will co-sign, with the Treasurer, all checks that are drawn from the club's bank accounts;
and in general, perform such other duties as may be prescribed by the Board of Directors from time to
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