ITALIANS OF CENTRAL OKLAHOMA
BYLAWS
March 26, 2007
ARTICLE 1 • NAME
Section 1:
The Corporate name of the Club is ITALIANS OF CENTRAL OKLAHOMA (Founded 1997); hereunder identified as “ICO’’ or the “Club.”
ARTICLE 2 • PURPOSES
The purposes of this Club shall be as follows:
Section 1:
To promote, develop and further establish among the people of the United States respect for Italians and those of Italian derivation and an appreciation for Italian arts, culture and science.
Section 2:
To promote through the initiatives and activities of the Club traditional Italian values for the care and support of families, children and education.
Section 3:
To carry on the long established customs and traditions of the Club while continuing to provide leadership, enthusiasm and guidance.
Section 4:
To promote initiatives within our Membership supporting business and personal endeavors.
Section 5:
To stimulate and encourage patriotism and active participation in the affairs of our local, state and national governments and to promote initiatives within our membership fostering community support.
ARTICLE 3 • MEMBERSHIP
Section 1:
Membership Categories
a. Member. Any person over twenty one (21) years of age who has an interest in the purposes of the Club shall be eligible to be an active member of the Club.
b. Honorary Member. The Board may elect any person over twenty one (21) years of age as an honorary Member. Any Honorary Member so selected by the Board as deserving of the honor shall be entitled to membership for one (1) year. Such member shall pay no dues and shall not have voting rights, hold office or have any interest in the Club’s property or finances.
Section 2:
Membership Applications
a. Applications for membership shall be submitted in writing to the Membership Chairman for review and approval. If approved, the prospective applicants name will be published in the very next edition of the Club’s newsletter.
b. Upon approval of candidate for membership, the Membership Chairman will:
1) Retain one copy of the application, distribute the original application with the member’s check for the initiation and dues to the Treasurer, and distribute the third copy to the Secretary.
2) Furnish a new member with a welcome letter signed by the President and Membership Committee Chairman, together with current membership roster and Club information.
3) Provide the Newsletter Editor with the new Members name for inclusion in the next edition of the Club’s newsletter.
ARTICLE 4 • DUES AND REINSTATEMENTS
Section 1:
Dues. The dues of all Members shall be fixed by the Board and subsequently approved by two-thirds (2/3) of the Membership present at a Business Meeting. Dues shall be payable annually.
Section 2:
Reinstatement. Any Member having been dropped from membership shall be readmitted only by making application as a new member.
Section 3:
Delinquent Dues. The Secretary shall deliver notices of dues to Members during the month of December each year. If dues are not paid after delivery of the statement via Newsletter, the Secretary shall mail a second notice during the month of February. If payment of dues is not received by April 15, the member will lose Club membership.
ARTICLE 5 • MEETINGS
Section 1:
Regular Meetings. Regular Meetings shall be held on the second Saturday of the month, except during the summer recess in the months of July and August. This schedule may be changed at any time by a motion duly made and passed.
Section 2:
Regular Meetings shall be of the following types:
a. Business Meeting. Business Meetings shall be scheduled by the Club President and the Board a minimum of six times a year to conduct the Club’s affairs. Twenty (20) members in good standing shall be in attendance to have a quorum for the transaction of business.
The order of the day of business meetings shall be as follows:
· Roll Call of Officers,
· Committee Reports,
· Reading of minutes of past business meetings,
· Board Report,
· Communications Unfinished Business,
· Treasurer’s Report New Business.
However, the President, at his discretion, has the authority to dispense with the order of the day of business meetings.
b. Installation meeting. Installation of new officers and trustees will take place at a regularly scheduled Business Meeting.
c. Social or Program Meetings. No Club business shall be conducted and no quorum is necessary to hold a Social or Program Meeting.
Section 3:
Special Meetings. In addition to Regular Meetings, Special Meetings may be called at any time by the President, or a majority of the Board, or on a motion duly made and passed at a regular Business Meeting, or on written petition of twenty (20) Members in good standing. Members shall be notified by mail of Special Meetings and the purpose which a Special Meeting is called, and no other business shall be transacted other than that for which the Special Meeting was called. Twenty (20) Members in good standing shall be present to have a quorum for the transaction of business.
ARTICLE 6 • DIRECTORS
Section 1:
The Officers of the Club shall be:
· President
· Vice President
· Secretary
· Treasurer
· Plus two Trustees
Nota bene: The use of the pronoun “he” wherever used herein shall include and mean either gender.
Section 2:
There shall be a Board consisting of six (6) Members, allocated as set forth in this Article 6.
Section 3:
Any member in good standing shall be eligible for the offices of President and Vice President. No Member shall hold more than one executive office at a time.
Section 4:
Executive Officers/President and Vice President.
a. The President and the Vice President shall not concurrently hold offices in another Oklahoma area Italian fraternal organization.
b. The President and Vice President shall be elected for a period of two (2) years.
c. The President and Vice President shall be members of the Board and the President shall be Chairman of the Board.
d. It shall be the duty of the President to preside at all meetings of the Club and Board; to see that the Bylaws of the Club are regularly enforced; to have general supervision of all the affairs of the Club; to report at least quarterly to the active Membership on the accounts and state of the Club; and to appoint Chairmen to various Club committees.
e. In the absence of the President, the Vice President shall serve as President and perform such duties designated by the President.
Section 5:
Secretary. The Secretary of the Club shall be elected for a period of two (2) years. He shall keep an accurate record of each meeting of the Club and the Board and of the Bylaws Committee activity. He shall call the roll of the Officers and read all communications and reports. He shall maintain and update the historical records of the Club. He shall write and maintain all correspondence of the club as may be delegated to him. In the absence or disability of the Treasurer, the Secretary shall be permitted to sign checks. The Secretary will, in addition to his other duties, maintain a current roster of all Members and publish at least annually an updated version of the Roster reflecting changes to the Membership and Bylaws and keep an accurate record of the Bylaws and changes.
Section 6:
Treasurer. The treasurer shall be elected for a period of two (2) years. He shall safely keep all monies and assets belonging to the Club and manage the same under the direction of the Board. He shall be a member of the Finance Committee as defined under Board. He shall pay out budgeted items. In addition:
a. He shall pay all claims and/or invoices against the Italians of Central Oklahoma by check.
b. Checks signature:
1) He may sign checks up to the approved budget items.
2) If an invoice exceeds the approved budget item, then the check must also be counter signed by the President or Vice President.
3) The Italians of Central Oklahoma checks issued to his name must be signed only by the President or Vice President.
c. He shall invest the Italians of Central Oklahoma funds, according to the decision of the Board, within two weeks of that decision.
d. He shall report, at each Italians of Central Oklahoma membership meeting on the status of the Italians of Central Oklahoma’s financial position.
e. He shall provide detailed information of any of the Italians of Central Oklahoma’s expenditures at the request of any member of the Italians of Central Oklahoma.
f. Each January he shall report in detail on the previous year’s budget accomplishments.
g. Each December he shall prepare a tentative budget to be presented to the Financial Committee and Board. Once approved by the Board it will be printed in the monthly Newsletter prior to presentation for approval by the membership.
Section 7:
Sergeant at Arms. The Sergeant at Arms shall be appointed by, and serve at, the pleasure of each President. It shall be the duty of the Sergeant at Arms to see that only Members in good standing are admitted to the meetings of the Club and, subject to the instructions of the President, he shall assist in maintaining order at meetings and perform such duties as may be delegated to him by the President.
ARTICLE 7 • GOVERNING BOARD
Section 1:
The governing and management of the Club will be vested in a Board which will have six (6) members elected from the Club. The President, Vice President, Secretary and Treasures shall be on the Board, along with the Immediate Past President and one Trustee for a total of six (6) members. The four elected officers shall each serve on the Board during their term of two (2) years: the Immediate Past President will serve until replaced by the outgoing President, at the next regular election; and the elected Trustee will serve three years.
Section 2:
If a vacancy shall occur in any office of the Club, the Board shall fill such vacancy by appointment; such appointee shall hold office until the next general election. If the Board does not fill the vacancy within sixty (60) days of the vacancy, the position shall be filled by nomination and election at the next Business Meeting.
Section 3:
Regular meetings of the Board shall be held at the discretion of the President or at the Board’s request. A simple majority shall constitute a quorum.
Section 4:
The Board shall have authority to make charitable donations to worthy causes with the approval of the Members at a Business Meeting or Special Meeting. Further, no motion for a donation can be passed at any Business or Special Meeting without it first having been submitted to the Board for review and recommendation. If the Board recommends the appropriation of funds for such a purpose, the motion may be passed by a majority of the Members present. If the Board recommends against such appropriation, these By-Laws require a three-fourths (3/4) vote of the Members present to override the Board's action.
Section 5:
The President shall have the authority to spend a sum of money not to exceed an annual amount decided by the Board and the Membership for any purpose which, in his opinion, will benefit the Club.
Section 6:
The Board may at any time by resolution require of any of the Officers of the Club the performance of any other duties not specified by the Articles of Incorporation or Bylaws, and may require at any time, when the necessity arises, an accounting and full report from any of the employees, agents or committees of the Club as to their management of any matter connected with the business and purpose of the Club.
Section 7:
Audits. Commencing with the end of the term of office of the President and Treasurer, and continuing on a fiscal year-end basis the Board shall conduct an audit of the Club’s fiscal affairs. When deemed necessary by a majority of the Board, a reputable firm of Certified Public Accountants must accomplish a comprehensive audit.
ARTICLE 8 • NOMINATIONS AND ELECTIONS
Section 1:
On or before the first Regular meeting in February in alternate years, the Board shall prepare a slate of candidates containing the names of one or more nominees for each of the positions to be presented on the ballot. The President shall also call for nominations from the floor for the election of available officer positions.
The slate of officers shall be submitted to the membership during the regularly scheduled Business Meeting in February and shall likewise be published in the January edition of the Club's newsletter. Any member may make additional nominations from the floor at the February Business Meeting, provided the nominee is present to accept the nomination in person or has previously consented in writing to accept the nomination.
Section 2:
The term of office of the elected officers shall commence on the first Meeting in February of the year of their election.
Section 3:
Election shall be by secret ballot and those receiving a majority of votes shall be declared to be duly elected. In case of a tied vote, there shall be a revote for the tied candidates.
Section 4:
Only Members present shall have the right to nominate and vote for Officers.
Section 5:
Notice of election of Officers, together with the slate of nominees of office, shall be printed in the Club’s newsletter.
ARTICLE 9 • GENERAL PROVISIONS
Section 1:
All officers of the Club shall serve the Club gratuitously.
Section 2:
All official acts of the Club, except correspondence, shall bear the signatures of the President and Secretary.
Section 3:
Any infraction of these Bylaws or the rules of good conduct shall be addressed by the Board. The Board shall investigate the infractions and determine reasonable cause and the course of action to pursue.
Section 4:
In the event an emergency situation should arise that requires immediate action inconsistent with or not contemplated within the existing Bylaws, the President may call a Special Meeting of the board. The reason for deviation from the Bylaws is in matters relating to Club assets and other items necessary to preserving the general health and welfare of the Club and the membership.
ARTICLE 10 • AMENDMENTS
Section 1:
All proposed amendments to these Bylaws shall be in writing and shall be submitted first to the Bylaws Committee for their approval or rejection. If a majority of the Bylaws Committee approves the proposed amendment, it shall be printed in the Club’s newsletter with notice that the Bylaws Committee has approved the proposed amendment and that it will be submitted to the Membership at the next Business Meeting. A two-thirds (2/3) affirmative vote of the Membership present shall be required to pass the amendment.
Section 2:
If a majority of the Bylaws Committee disapproves the proposed amendment, it shall nevertheless be printed in the Club’s newsletter with notice that the Bylaws Committee has disapproved the same, and that it will be submitted to the vote of the Membership at the next Business Meeting. A three-fourths (3/4) affirmative vote of the Membership present shall be required to pass the amendment.
In all cases not covered by these Bylaws, Robert’s Rules of Order shall govern.
