BY-LAWS
OF
ITALIAN AMERICAN HERITAGE SOCIETY
A Nonprofit Corporation
Revised Date of August, 2015
ARTICLE I
OFFICES
1.1
Principle Office
The principle office of the Corporation shall be located in the State of
Alabama. The Board of Directors may by resolution change the location of this
office from time to time.
1.2
Other Offices
The Corporation may have other offices, either within or outside of the State
of Alabama, at such place as the Board of Directors may from time to time appoint
or the business of the Corporation may require.
ARTICLE II
SEAL
2.1 The Corporation Seal shall be in circular form and shall have inscribed
thereon the name of the Corporation, the words “Corporate Seal”, and such
other word or words, if any, as may be determined by the Board of Directors
to be inscribed thereon.
ARTICLE III
BOARD OF DIRECTORS
3.1
General Power
The affairs of the corporation shall be managed by its Board of Directors.
Directors need not be residents of the State of Alabama.
3.2
Number, Tenure and Qualification
a. The number of directors shall be no fewer than three (3) and no more than
fifteen (15). Each director shall hold office for a two year term on a staggered
rotation. The members of this nonprofit corporation shall elect the Directors at the
annual meeting. The director positions shall be numbered, 1, 2, 3, 4, etc… Odd
numbered positions will be replaced in the odd numbered calendar years and the
even numbered positions will be replaced in the even numbered calendar years.
b. A board member may not serve two consecutive terms.
c. No more than one member per household will be eligible to serve
board member at any given time.
3.3
as a
General Assemblies
A general assembly of the Board of Directors shall be held without notice
other than this bylaw. An annual meeting of the directors shall be held on the
second Sunday in the month of November in each year, beginning with the year
2009, at the hour of 2:00 p.m., for the purpose of the transaction of such business
as may come before the Board of Directors. If the day fixed for the annual meeting
shall be a legal holiday in the State of Alabama, the meeting shall be held on the
next succeeding Sunday. The Board of Directors may designate any place, either
within or outside of the State of Alabama, as the place of the meeting for any annual
meeting, or for any special meeting called by the Board of Directors. If no
designation is made or if a special meeting be otherwise called, the place of meeting
shall be the principal office of the corporation in the State of Alabama. The Board of
Directors may provide by resolution the time and place, either within or outside of
the State of Alabama, for the holding of additional general assembly of the board
without other notice than the resolution.
3.4
Special Meetings
Special meetings of the Board of Directors may be called by or at the request
of the president or any two directors. The person authorized to call special meetings
of the board may fix any location, either within or outside of the State of Alabama, as
the location for any special meeting of the board.
3.5
Notice
Notice of any special meeting of the Board of Directors shall be received at
least two days prior to the date of the special meeting by written notice delivered
personally or sent by mail or e-mail to each director at his address shown by the
records of the corporation. Any director may waive notice of any meeting. The
attendance of any director at any meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the express purposes of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the board need be specified in the notice or waiver
of notice of such meeting, unless specifically required by law or by these bylaws.
3.6
Quorum
A majority (half plus one) of the board shall constitute a quorum for the
transaction of business at any meeting of the board; but if less than a majority of the
directors are present at the meeting, a majority of the directors present may adjourn
the meeting from time to time without further notice.
3.7
Manner of Acting
The act of a majority of the directors present at a meeting at which a quorum
is present shall be the act of the Board of Directors, unless the act of a greater
number is required by law or by these bylaws.
3.8
Vacancies
Any vacancy occurring in the Board of Directors and any directorship to be
filled by reason of an increase in the number of directors shall be filled by the Board
of Directors. A member appointed to fill a director vacancy shall be appointed for
the unexpired term of his predecessor in office.
3.9
Compensation
Directors as such shall not receive any stated salaries for their services, but
by resolution of the Board of Directors a fixed sum and expenses of attendance, if
any, may be allowed for attendance at each general assembly or special meeting of
the board; but nothing contained here shall be construed as to preclude any director
from serving the corporation in any other capacity and receiving compensation.
3.10
Informal Action by Directors
Any action required by law to be taken at a meeting of directors, or any action
which may be taken at a meeting of directors, may be taken without a meeting if
consent in writing, setting out the action so taken, shall be signed by all of the
directors.
3.11
Member Attending Board Meeting
If a member has an issue or subject to bring before the board, the president
should be given a minimum of a two day notice. The member must be in good
standing with the Society. The member will be given 15 minutes. After the member
has presented his concern to the board the member should leave.
ARTICLE IV
OFFICERS
4.1
Officers
The officers of the corporation will be a President, a Vice-President/ President
Elect, a Secretary, a Treasurer, a Parliamentarian/Sergeant-at-Arms and such other
officers as may be elected in accordance with the provisions of this Article. The
Board of Directors may elect or appoint such other officers, including one or more
Assistant Secretaries and one or more Assistant Treasurers, as it deems desirable,
such officers to have the authority and to perform the duties prescribed, from time to
time, by the Board of Directors.
Election and Term of Office
a.
The offices of President, Vice President/President Elect and
Past/President will have a one year term. All other directors and officers will
have a staggered two year term. The Directors will be elected at the regular
annual meeting. If the election of officers will not be held at such meeting,
such election shall be held as soon thereafter as is convenient. New offices
may be created and filled at any meeting of the Board of Directors. Each
officer will hold office until his successor will have been duly elected and will
have qualified. The newly elected officers and directors shall meet with the
Board of Directors at the December Board meeting to transition with those
leaving the board as of December 31st.
b.
The election of new board members will take place by paper ballots
mailed to the members in good standing and the counting of the ballots will take
place during the November meeting.
c.
Election Process:
The election process is chaired by the Vice President.
1. In August gather all job descriptions with updates.
2. Ask for nominations at the August meeting with a cutoff date of
September 30th.
3. Ask for nominees through email and at the August meeting.
Anyone making a nomination must have the approval of
the person nominated.
The nomination MUST be in writing.
4. Confirm nominees’ approval of nomination.
5. Gather brief biographies, which will be subject to editing for
length.
(PRESENT NOMINEES TO SOCIETY AT MEETING BEFORE
ELECTION)
6. Create a ballot, containing the IAHS seal on each one.
7. Establish a committee to mail out ballots (approximately 12 days
prior to specified return date)
8. Marked ballots to be addressed to the IAHS P.O. Box and
postmarked by a specified date.
(Ballots marked with more votes than openings on board
will be discarded)
9. Gather all unopened ballots and at the November meeting
create a committee of 2 teams for tabulation.
a. Each team is made up of 2 board members and 2
non nominee IAHS members selected from the
attendees at the November meeting by the VicePresident.
b. Board members on the teams will be appointed by
the President.
10. Announce the results of the election at the same
November meeting.
11. Dates for the above events prior to the November election
will be determined by the present board.
12. Ballots will be kept until the next election.
4.3
Removal
Any officer elected or appointed by the Board of Directors may be removed by
the Board of Directors whenever, in its judgment, the best interest of the corporation
would be served thereby. If any officer does not follow the general rules of the
corporation, he or she shall be removed from the board.
4.4
Vacancies
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, will be replaced by the person next in line from the prior
election. The board member appointed to fill an office vacancy shall be appointed for
the unexpired term of the office.
4.5
President
The President will be the principal executive officer of the corporation and
shall not have the power to vote, unless there is a tie or locked vote by the Board of
Directors. The President will in general supervise and control all of the business and
affairs of the corporation. The President will be an ex-officio member of the Board of
Directors for a term of one year and will preside at all meetings of the Board of
Directors. The President may sign, with the Secretary or any other proper officer of
the corporation authorized by the Board of Directors, any deeds, mortgages, bonds,
contracts, or other instruments which the Board of Directors has authorized to be
executed, except in cases where the signing and execution thereof is expressly
delegated by the Board of Directors or by these bylaws or by statute to some other
officer or agent of the corporation; and in general the President will perform all
duties incident to the office of President and such other duties as may be prescribed
by the Board of Directors from time to time. At the conclusion of the elected term of
office, the President will remain on the Board of Directors as Past President, will
support the President as an advisor and will have a vote.
4.6
Vice President/President Elect
In the absence of the President or in the event of his or her inability or refusal
to act, the Vice President (or in the event there be more than one Vice President,
the Vice President in the order of their election) will perform the duties of the
President, and when so acting, will have all the powers of and be subject to all the
restrictions upon the President. Any Vice President will perform such other duties
as from time to time may be assigned to him or her by the President or by the Board
of Directors. At the end of the term of the President, the Vice President shall
enter into the office of the President.
4.7
Treasurer
a. The Treasurer will have charge and custody of and be responsible for all
funds and securities of the corporation; receive and give receipts for moneys due
and payable to the corporation from any source whatsoever, and deposit all such
moneys in the name of the corporation in such banks, trust companies or other
depositories as are selected in accordance with the provisions of Article VI of these
bylaws; and in general perform all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to the Treasurer by the
President or by the Board of Directors.
b. Operating expenditures and budgeted projects of $150.00 or more must be
submitted to the board for approval or at the discretion of the President the expenditure
can be approved for more than $150.00. Failure to adhere to this policy will result in
non-reimbursement of the expenditure. Approval from the President must be obtained
for expenditures of less than $150.00 and must be accompanied by proper
documentation and proof of expenditure.
c. The treasurer will sign each check for approved items. Items not
budgeted should be initialed by the president on documentation.
4.8
Secretary
The Secretary will keep the minutes of the meeting of the Board of Directors
in one or more books provided for that purpose; see that all notices are duly given in
accordance with the provisions of these bylaws or as required by law; be custodian
of the corporate records and of the seal of the corporation and see that the seal of
the corporation is affixed to all documents, the execution of which on behalf of the
corporation under its seal is duly authorized in accordance with the provisions of
these bylaws; keep a register of the home addresses and email addresses of each
Director which shall be furnished to the Secretary by such Director; and in general
perform all duties incident to the office of Secretary and such other duties as from
time to time may be assigned to the Secretary by the President or by the Board of
Directors.
ARTICLE V
COMMITTEES
5.1
Committees of Directors
The Board of Directors, by resolution adopted by a majority of the Directors in
office, may designate and appoint one or more committees, each of which shall
consist of one or more Directors, which committees, to the extent provided in said
resolution, shall have and exercise the authority of the Board of Directors in the
management of the corporation, except that no such committee shall have the
authority of the Board of Directors in reference to amending, altering, or repealing
the bylaws, electing, appointing, or removing, any member of any such committee or
any Director or officer of the corporation; amending the articles of incorporation;
restating the articles of incorporation; adopting a plan of merger or adopting a plan
of consolidation with another corporation; authorizing the sale, lease, exchange or
mortgage of all or substantially all of the property and assets of the corporation;
authorizing the voluntary dissolution of the corporation or revoking proceeding
thereafter; adopting a plan for the dissolution of the assets of the corporation; or
amending, altering or repealing any resolution of the Board of Directors which by its
terms provides that it shall not be amended, altered or repealed by the committee.
The designation of appointment of any such committee and the delegation thereto of
authority shall not operate to relieve the Board of Directors, or any individual
Directors, of any responsibility imposed upon the Board or a Director by law.
5.2
Rules
Each committee may adopt rules for its own governance not inconsistent with
the laws of the State of Alabama, these bylaws or with rules adopted by the Board of
Directors.
ARTICLE VI
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
6.1
Contracts
All legal agreements must be approved by the board and signed by the
President of the corporation. In the absence of the President the Vice-President will
sign the agreements.
6.2
Checks
All checks, drafts or orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation shall be signed by
such officer or officers, agent or agents of the corporation and in such manner as
shall from time to time be determined by resolution of the Board of Directors. In the
absence of such determination by the Board of Directors, such instruments shall be
signed by the Treasurer or by the President or Vice President of the corporation.
6.3
Gifts
The Board of Directors may accept, on behalf of the corporation, any
contribution, gift, bequest or devise for the general purpose or for any special
purpose of the corporation. Acceptance will be acknowledged to the giver by a
corporate letter with the corporate seal affixed. The gift will be acknowledged to the
membership at a general assembly.
ARTICLE VII
MEMBERS MEETING
7.1
Annual General Assembly
A general assembly of the members of this nonprofit corporation shall be
held without notice other than this bylaw. Monthly member meetings are set for the
second Sunday of each month. An annual general assembly of the members shall
be held on the second Sunday in the month of November in each year, beginning
with the year 2009, for the purpose of counting the ballots for the election of the
directors and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday in the State
of Alabama, the meeting shall be held on the next succeeding Sunday. The Board
of Directors may designate any place, either within or outside of the State of
Alabama, as the place of meeting for any annual meeting or for any special meeting
called by the Board of Directors. If no designation is made or if a special meeting be
otherwise called, the place of the meeting shall be the principal office of the
corporation in the State of Alabama. The Board of Directors may provide by
resolution the time and place, either within or outside of the State of Alabama, for
the holding of additional general assemblies of the members without notice other
than the resolution.
7.2
Special Meetings of Members
A special meeting of the members may be called at any time by the Board of
Directors, or members entitled to cast at least one-third of the votes which all
members are entitled to cast at the particular meeting. At any time, upon written
request of any person or persons who have duly called a special meeting, it shall be
the duty of the Secretary of the corporation to fix the date of the special meeting, to
be held not more than sixty days after receipt of the request, and to give due notice
thereof. If the Secretary shall neglect or refuse to fix the date of the meeting and
give notice thereof, the person or persons calling the meeting may do so. Business
transacted at all special meetings shall be confined to the objects stated in the
notice of the meeting unless all members entitled to vote are present and consent.
Written notice of a special meeting of members stating the time, place and purpose,
shall be given to each member entitled to vote at least thirty days before such
meeting, unless a greater period of notice is required by statute in a particular case.
7.3
Transaction of Business
Any business of this non-profit corporation may be transacted
by the members present at any meeting.
Article VIII
Types of Memberships and Voting Privileges
8.1
Senior Members
A senior member will be a legal citizen of the United States of America with
an Italian heritage or will be an Italian citizen with legal residence in the United
States. A senior member will be at least 65 years of age on the date of the
application or renewal date of January 1 of each calendar year. A senior member
will be permitted to vote and to hold any office in the corporation.
8.2
Adult Members
An adult member will be a legal citizen of the United States of America with
an Italian heritage or will be an Italian citizen with legal residence in the United
States. An adult member will be at least 19 years of age on the date of application
or renewal date of January 1 of each calendar year. An adult member will be
permitted to vote and to hold any office in the corporation.
8.3
Junior Members
A junior member will be a legal citizen of the United States of America with
an Italian heritage or will be an Italian citizen with legal residence in the United
States. A junior member will be under the age of 19 on the date of the application or
renewal date of January 1 of each calendar year. A junior member will not be
permitted to vote or hold any office in the corporation.
8.4
Family Membership
All family members will be legal citizens of the United States of America with
an Italian heritage or will be Italian citizens with legal residence in the United States.
All family members must be living in the same household. All family members age
19 or older will be permitted to vote and to hold any office in the corporation.
8.5
Lifetime Members
A lifetime member will be a legal citizen of the United States of America with
an Italian heritage or will be an Italian citizen with legal residence in the United
States. A lifetime member will be at least 19 years of age on the date of application
or renewal date of January 1 of each calendar year. Only individuals may apply for
lifetime membership. A lifetime member will be permitted to vote and to hold any
office in the corporation.
8.6
Honorary Members
An honorary member is not responsible for membership dues. An honorary
member must be nominated and voted on by the Board of Directors. The decision
must be unanimous within the Board of Directors. An honorary member will NOT be
permitted to make motions, to vote or to hold any office in the corporation. An
honorary member is defined as special needs persons living with an active club
member, clergy or religious.
8.7
Non Italian Members
A non-Italian member must be the spouse of a legal citizen of the United
States of American with Italian heritage or of an Italian citizen with legal residence in
the United States. A non-Italian member may continue his/her membership upon the
death of his/her spouse. A non-Italian member will be permitted to vote however will
NOT be allowed to hold any office in the corporation.
ARTICLE IX
Dues
9.1 Annual Dues
December 31st.
The membership year is January 1st through
a. Senior Membership (≥ 65)------------------------$ 45.00
b. Adult Membership----------------------------------$ 50.00
c. Junior Membership---------------------------------$ 20.00
d. Family Membership-------------------------------- $120.00
Family meaning living in the same house
e. Lifetime Membership-------------------------------$400.00
This is an individual membership ONLY
f. Honorary Membership------------------------------$ 0.00
g. Three Year Special-----Pay for two years get the
third year free.
9.2
Prorating of Membership Dues
Prorated membership dues are only for first time members and shall be
prorated on a quarterly basis. Prorating shall begin at the end of the first quarter of
the physical year (April 1) for 25%, at the end of the second quarter (July 1) for 50%,
and at the end of the third quarter (October 1) for 75%. There will be NO prorating
for a lifetime member.
Article X
Contact of Members
10.1 Broadcast Email/Web Page or Membership Lists
a. All messages regarding policy, procedures or by-laws must be approved
by the Board appointed Communications Director and the President in writing
or email before being sent out to the general membership and/or posted on
the IAHS web page.
b. Distribution and access of the general membership lists and
information shall be used only by the IAHS Board. No one shall use
this private information in any way without the permission of the Board.
ARTICLE XI
Confidentiality
11.1 Confidentiality of board emails must be adhered to by all board
members.
11.2 Confidentiality of discussions heard at board meeting must be
adhered to by all board members.
ARTICLE XII
BOOKS AND RECORDS
12.1
Books and Record
The corporation shall keep correct and complete books and records of
financial accounts and shall also keep minutes of the proceedings of the Board of
Directors and committees having any of the authority of the Board of Directors, and
shall keep at its registered office or principal office a record giving the names and
addresses of the Directors, or his or her agent or attorney, for any purpose at any
reasonable time.
ARTICLE XIII
FISCAL YEAR
13.1
Fiscal Year
The fiscal year of the corporation shall begin on the first day of January and
end on the last day of December in each calendar year.
ARTICLE XIV
WAIVER OF NOTICE
14.1
Waiver of Notice
Whenever any notice is required to be given under the provisions of the
Alabama Nonprofit Corporation Act or under the provisions of the articles of
incorporation of the bylaws or the corporation, a waiver thereof in writing signed by
the person or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XV
AMENDMENTS TO BY-LAWS
15.1
General
These bylaws may be altered, amended or repealed and new bylaws may be
adopted by a majority of the members, voting through email, present at any general
assembly or at any special meeting called by the Board. Written notice of the
intention to alter, amend, repeal or adopt new bylaws must be given no less than ten
(10) days and no more than thirty (30) days of the scheduled meeting.
ARTICLE XVI
INDEMNIFICATION
16.1
Indemnification of Directors, Officers, Employees and Agents
Every person who is, or has been, a director, officer, employee or agent of
the corporation, or of a subsidiary or affiliate of the corporation, shall be indemnified
by the corporation in the manner and to the extent authorized by the Alabama
Nonprofit Corporation Act. The foregoing rights of indemnification shall be without
prejudice to any other rights to which any such director, officer, employee or agent
may be entitled as a matter of law.
ARTICLE XVII
DISSOLUTION
17.1
Dissolution of the Society
The members of the Corporation alone shall, by majority vote or such
greater vote as may be required by Alabama law, have the authority to authorize
and to take any actions necessary to dissolve the Corporation or the dispose of or
sell any of the Corporation’s fixed assets, in accordance with and as permitted under
the laws of the State of Alabama. A resolution should be prepared, such as:
“Resolved, that the Italian American Heritage Society be dissolved as of (date).”
This resolution may be preceded by a preamble setting forth the reasons for the
dissolution. It is in effect a motion to rescind the bylaws, and therefore requires for
its adoption the same notice and vote as to amend them. The required notice must
be sent to all members of record. Upon the dissolution of the corporation, the Board
of Directors shall, after paying or making provisions for the payment of all the
liabilities of the corporation, dispose of all assets of the corporation exclusively for
the purpose of the corporation in such manner, or to such organization or
organization organized and operated exclusively for charitable, educational,
religious, or scientific purposes as shall at the time qualify as an exempt
organization or organization under Section 501(c) (3) of the Internal Revenue Code
of 1986 ( or the corresponding provisions of any future amendment thereto). To the
extent consistent with the provisions of the preceding sentences, the property then
held shall (after payment of all liabilities) be transferred and conveyed to such
organization as the Board of Directors shall select. With respect to any property still
not so disposed, such disposition shall be as the court which has general jurisdiction
for the county in which the principal office of the Corporation shall then be located
shall select.