BY-LAWS OF Polish-American Heritage Club of Mahopac, A NOT-FOR-PROFIT CORPORATION
ARTICLE I. ORGANIZATION
- The name of the organization shall be: POLISH AMERICAN HERITAGE CLUB OF MAHOPAC, INC. The organization is a corporation, established, incorporated, and having its headquarter in the State of New York, USA.
- The organization shall have a seal which shall be in the following form.
- The organization derive its funds from membership dues, gifts, donations, bequests, and other sources approved by the Board of Directors.
- The organization may at its pleasure by a vote of the membership body change its name.
ARTICLE II. PURPOSES
The organization is established for charitable, educational, and cultural purposes:
- Promoting closer ties between Polish and American people by organizing cultural and educational events, including concerts, art exhibits, poetry readings, lectures, and seminars, sight-seeing tours to exchange the best values of Polish and American heritage.
- Organizing educational workshops and English language courses for Polish immigrants to help them to adapt to a new life.
- Enriching the knowledge about Poland, Polish culture and traditions through study of Polish language and history as well as by summer exchange camps for children.
- Accepting and granting scholarships for students.
- Sponsoring and organizing fund-rising events to achieve goals described in 1,2,3,4.
ARTICLE III. MEMBERSHIP
- Membership in this organization shall be open to all.
- Membership shall be acquired by a person paying annual dues of $25.00 for the regular members, and $15.00 for students and seniors, and signing an application. 3-months waiting period is required to obtain the voting rights.
- Membership shall be terminated upon giving written or verbal notice of resignation to the Executive Committee, or upon non-payment of the applicable membership dues for one year, or upon exclusion a member for his/her action, being in conflict with the By-Laws of this organization.
- Every Member, who is 18 years old has right to vote.
- Every Member who is 21 years old has right to be elected for Board of Directors or Executive Committee.
- Every Member has right: to participate in activities of this organization according to his skills and interests, to obtain full information about activity of this organization, to submit new initiatives and ideas, to appeal from decision about exclusion.
- Every Member is obligated: to obey By-Laws of this organization, to support ideas and participate in its activities, to represent Poland and USA with dignity, to pay annual dues.
ARTICLE IV. MEETINGS
- The annual membership meeting of this organization shall be held in February each and every year. The Board of Directors shall fix the day.
- The Secretary shall cause to be mailed or e-mailed to every member in good standing at his address as it appears in the membership roll book in this organization a notice telling the time and place of such annual meeting.
- Regular meetings of this organization shall be held in Putnam County or Westchester County of New York, or shall be specified in the notice thereof. The presence of not less than 50% percent of the members shall constitute a quorum and shall be necessary to conduct the business of this organization; but a lesser percentage may adjourn the meeting for a period of not more than 2 weeks from the originally scheduled date and the secretary shall cause a notice of this scheduled meeting to be sent to all those members who were not present at the meeting originally called. A quorum as herein before set forth shall be required at any adjourned meeting.
- Special meetings of this organization may be called by the president when he deems it for the best interest of the organization. Notices of such meeting shall be mailed or e-mailed to all members at their addresses as they appear in the membership roll book at least ten (10) days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom it was called. At the request of 50% percent of the members of the Board of Directors or 75% percent of the members of the organization, the president shall cause a special meeting to be called but such request must be made in writing at least ten (10) days before the requested scheduled date. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
ARTICLE V. VOTING
- At all meetings, except for the election of officers and directors, all votes shall be by voice. For election of officers, ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot. At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of officers and directors.
- At all votes by ballot the chairman of such meeting shall, prior to the commencement of balloting, appoint a committee of three who shall act as “Inspectors of Election” and who shall, at the conclusion of such balloting, certify in writing to the Chairman the results and the certified copy shall be physically affixed in the minute book to the minutes of that meeting. No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.
- Before the meeting for the election of officers and directors the chairman of such meeting shall, prior to the commencement of balloting, appoint a committee of three who shall nominate candidates for officers and directors. The chairmen of such committee shall be a member of the Board of Directors. Each candidate shall present his/her program before voting.
- Voting by proxy shall be permitted for the election of officers and directors.
ARTICLE VI. ORDER OF BUSINESS
- Roll Call.
- Reading of the Minutes of the preceding meeting.
- Reports of Committees.
- Reports of Officers.
- Old and Unfinished Business.
- New Business.
- Adjournments.
ARTICLE VII. BOARD OF DIRECTORS
- The business of this organization shall be managed by a Board of Directors consisting 5 members minimum but not more then13 together with the officers of this organization. All of the directors elected shall be residents or citizen of the United State. The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization. The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organization in the same manner and style as the officers of this organization.
- The initial Directors shall be the persons named in the Certificate of Incorporation. They shall serve until the first annual meeting of the organization. At the first annual meeting, the initial Directors shall divide prospective Directors into three classes and shall, by vote of majority of initial Directors, elect one-third of the Directors for one-year term, one-third of the Directors for two-years term, and one-third of the Directors for three-years term. Thereafter, at the annual meeting, members by vote of the majority of entire assembly shall elect Directors to replace those, whose terms are expiring, to a term of three years. Any increases or decreases in the number of Directors shall be apportioned among the classes as to keep them as equal in number as possible. Except in the case of removal or resignation under these By-Laws, Directors shall serve until the expiration of their terms and the election of their successors. Directors may be elected to 3 (three) consecutive terms maximum. The nominating committee may accept the next term for the director.
- More then 50% percent of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly once a quarter of the year.
- Each director shall have one vote and such voting may not be done by proxy.
- The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.
- Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the year.
- The President of the organization by virtue of his office shall be Chairman of the Board of Directors.
- The initial Chairperson of the Board shall serve until the first annual meeting of the Board. Then the Chairperson shall be elected by a majority of the entire Board of Directors, and shall serve until the next annual meeting. The Chairperson may be elected to any number of consecutive terms. The chairperson shall preside at all meetings of the Board. In the absence of the Chairperson, the Vice-President shall perform the duties of the Chairperson.
- The Board of Directors shall select from one of their members a secretary.
- Any Director may resign from office at any time. Such resignation shall be made in writing, and shall take effect at time specified therein, and in no time be specified, at the time of it receipt by the Corporation or the President. The acceptance of the resignation by the Board of Directors shall not be necessary to make it effective, but no resignation shall discharge any accrued obligation or duty of a Director.
- A director may be removed when sufficient cause exists for such removal.
11.1 The President of the organization shall call a special meeting to present charges against such director.
11.2 A director may be represented by counsel upon this removal hearing at the special meeting.
11.3 The presence of not less than 50% percent of the members shall constitute a quorum and shall be necessary to conduct the business of removal hearing of the director; but a lesser percentage may adjourn the meeting for a period of not more than 2 weeks from the originally scheduled date, and than the decision shall be made by present members.
11.4 Members of the organization shall vote after the hearing. To remove the director there shall be 75% of present members voting for his removal.
ARTICLE VIII. OFFICERS
- The initial officers of the organization shall be as follows:
President
Vice President
Secretary
Treasurer - The President shall preside at all membership meetings. He shall by virtue of his office be Chairman of the Board of Directors. He shall present at each annual meeting of the organization an annual report of the work of the organization. He shall appoint all committees, temporary or permanent. He shall see all books, reports and certificates required by law are properly kept or filed. He shall be one of the officers who may sign the checks or drafts of the organization. He shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.
- The Vice President shall in the event of the absence or inability of the President to exercise his office become acting president of the organization with all the rights, privileges and powers as if he had been the duly elected president.
- The Secretary shall keep the minutes and records of the organization in appropriate books. It shall be his duty to file any certificate required by any statute, federal or state. He shall give and serve all notices to members of this organization. He shall be the official custodian of the records and seal of this organization. He may be one of the officers required to sign the checks and drafts of the organization. He shall present to the membership at any meetings any communication addressed to him as Secretary of the organization. He shall submit to the Board of Directors any communications which shall be addressed to him as Secretary of the organization. He shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.
- The Treasurer shall be accountable to the Board of Directors and shall be responsible for reporting to the Board of Directors funds of the organization. He must be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it. He shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting. He shall exercise all duties incident to the office of Treasurer.
- Officers shall by virtue of their office be members of the Board of Directors.
- No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer.
ARTICLE IX. SALARIES
The Board of Directors shall hire and determine the compensation of any and
all employees which they in their discretion may determine to be necessary for the conduct of the business of the organization.
ARTICLE X. COMMITTEES
The Board may, by resolution adopted by a majority of the entire Board, establish and appoint all committees of this organization. Each committee shall consist of one or more Directors, except of Supervising Committee and, to the extent provided in the resolution establishing it, shall have all the authority of the Board except as to the following matters:
- Filling of vacancies on the Board or on any committee.
- The amendment or repeal of the By-Laws or the adoption of the By-Laws.
- The amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repeable.
- The fixing of compensation of the Directors for serving on the Board or any committee.
- Any matter which, under applicable law, the Corporation’s Certificate of Incorporation, or the Corporation’s By-Laws, may be taken only by a majority of the entire Board or at a meeting of the Board.
Special committees may be appointed by the Chairperson of the Board with the consent of the Board and shall have only power specifically delegated to them by the Board.
Person who is not Director may be appointed to any committee as non-voting member.
All committees shall be appointed for a period of one year or less if sooner terminated by the action of the Board of Directors.
The permanent committees shall be:
1. Cultural Committee
2. Educational Committee.
3. Sport and Recreational Committee
4. Youth Committee
ARTICLE XI. SUPERVISING COMMITTEE
Supervising Committee shall consist of 3 to 5 members of the organization who are not serving as directors of officers.
ARTICLE XII. DUES
The dues of this organization shall be $ 25.00 (Twenty Five) per annum for regular members, and $ 15.00 (Fifteen) for students and seniors, and shall be payable on 31 March.
ARTICLE XIII. Contracts, Checks, Bank Accounts and Investments
- The President and the Treasurer shall have the authority to sign jointly, in the name of the Corporation, all checks and contracts authorized generally by the Board. Unless the Board shall specifically required an additional signature, the President shall have authority to sign alone, in the name of the Corporation, all checks and contracts authorized specifically by the Board. The Treasurer shall have authority to sign alone the checks up to $100.00 (One Hundred dollars). The Board shall determine who is authorized to sign other documents on the Corporation’s behalf.
- The Board of Directors is authorized to select the banks or depositories it deems proper for the funds of the Corporation. The funds of the Corporation may be retained in whole or in part, in cash or be invested and reinvested from time to time in such property, real, personal, or otherwise, including stocks, bonds or other securities, as the Board of Directors may deem desirable.
ARTICLE XIV. Office and Books
- The principal office of the Corporation shall be located in Putnam County, State of New York.
- There shall be kept at the principal office of the Corporation, or at another location chosen by the Board, correct records of the activities and transactions of the Corporation including: a copy of the Certificate of Incorporation, a copy of these By-Laws, all minutes of meetings of the Board of Directors, and all record maintained by or under the supervision of the Treasurer.
ARTICLE XV. Fiscal Year
The fiscal year of the Corporation shall be on a calendar-year basis or as determined by the Board.
ARTICLE XVI. Indemnification
The Corporation may, to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that ho or she, his or her testator, or his or her intestate was, a member of the Corporation, against the judgment, fines, amounts paid in settlement and reasonable expenses, including attorney’s fees.
ARTICLE XVII. AMENDMENTS
These By-Laws may be altered, amended, repealed or added to by an
affirmative vote of not less than 75% percent of the members.
ARTICLE XVIII. DISSOLUTION OF THE ORGANIZATION.
Decision upon the fact and method of the dissolution of the organization shall required action of a special meeting of the organization. There shall be minimum 75% of members present, and provided written notice of the propose dissolution to all members.
In the event of dissolution all funds and property of the organization existing at the time of its dissolution shall be disbursed or donated to the organization designated by the Board of Directors.
The Basics of Robert’s Rules of Order
General Order of Meetings
- Call to Order
- Approval of Minutes
- Officers Reports
- Unfinished (Old) Business
- New Business
- Adjournment
Procedure to Make a Motion
- Member raises hand and stands after recognition from the presiding officer.
- The member gives their name and states the motion. e.g. “I move that we ___________.”
- Member may give a brief explanation for introducing the motion.
- Another member must second the motion to continue.
- Presiding officer calls for discussion on this motion.
The member who introduced the motion has the right to speak first. Members wishing to discuss the motion raise their hands and wait for recognition from the presiding officer before speaking, enabling everyone to share their opinions.
- Presiding officer calls for a vote on the motion.
- Presiding officer states results of vote and resulting action.
Members may “call the question” to end discussion on the motion if discussion seems to be dragging on or becoming redundant; however, it is NOT acceptable to call the question in order to prevent someone from expressing their opinion or while someone is speaking. If a member calls the question, a second and a 2/3 majority vote are required (no discussion) to close discussion and proceed to voting on the motion.
Procedure to Amend a Motion
During discussion, it may become apparent that an amendment (modification) to the original motion is necessary. Anyone may request to amend the original motion, but the proposed amendment must be related to the subject of the main motion.
- Member raises hand and stands after recognition from the presiding officer.
- Member states the amendment (e.g. striking and/or adding words/phrases).
- Amendment must be seconded.
- Presiding officer calls for discussion on the amendment.
- Presiding officer calls for a vote on the amendment, and announces result.
If the amendment passes, the motion on the floor is now the amended motion. If the amendment fails, the original motion remains on the floor.
Referral to Committee
During discussion, it may become apparent that further information is needed prior to voting on a motion and/or further work is necessary to reword a motion, in which case, the motion may be referred to a committee. If the motion passes, the committee, if not existing, should be appointed immediately or as soon as possible. The committee should report findings at the next meeting, unless specified otherwise.
- A member makes a motion to refer the motion to committee.
- Motion must be seconded.
- Presiding officer calls for discussion.
- Presiding officer calls for a vote, and states result of the vote and action taken.
Tabling a Motion
Tabling a motion lays aside an item of business temporarily in order to attend other business. A tabled motion cannot be taken from the table until another item of business has been transacted since the tabling. If the tabled motion is not removed from the table by the end of the next meeting, the motion ceases to exist.
- A member makes a motion to table the motion.
- Motion must be seconded (No discussion).
- Presiding officer calls for a vote, and states result of the vote and action taken.
Removing a Motion from the Table
A member may move to remove a motion from the table during the Unfinished Business part of the meeting once all agenda Unfinished Business items are addressed.
- A member makes a motion to remove a motion from the table.
- Motion must be seconded.
At this point, the motion has been removed from the table and discussion of the motion proceeds as if the motion had never been tabled in the first place.
- Presiding officer calls for discussion.
- Presiding officer calls for a vote, and states result of the vote and action taken.
Motion to Postpone
A member may move to delay action (voting) on a motion to a certain time, usually the next meeting. A postponed motion is considered unfinished business and automatically comes up for further consideration at the next meeting (or designated date).
- A member makes a motion to postpone the motion to another date (usually the next meeting).
- Motion must be seconded.
- Presiding officer calls for discussion.
- Presiding officer calls for a vote, and states result of the vote and action taken.