By-laws

THE PREAMBLE

Appreciating that we are descended from an old and time honored civilization that has contributed to the enlightenment of the human spirit; and recognizing that Americans of Italian heritage desire to perpetuate the rich cultural patrimony, traditions and history that uniquely derives from a shared common experience that has guided and distinguished them for three millennia; and further recognizing that numerous entities have been organized throughout the land for the purpose of attaining these goals, contributing immeasurably to the commonwealth through active civic participation; and wishing to provide a spiritual bond among these organizations wherever they are found and whenever they seek to promote expression for concerns deemed of mutual interest and demanding of a united voice, this Constitution and these By-laws are hereby promulgated, established and ordained for the Conference of Presidents of Major Italian American Organizations. Incorporated State of New York 2016.

ARTICLE 1 – NAME

The name of this organization is the Conference of Presidents of Major Italian American Organizations, Inc.

ARTICLE 2 – PURPOSE

The purposes of the Conference are as follows:

A.  To enroll as members in a spiritual bond all national, regional, statewide and special Italian American organizations found qualified in accordance with these By-Laws.

B.  To provide a clearinghouse for centralized thinking and unified directional guidance on matters duly advanced by constituent member organizations.

C.  To encourage, support and lend coordinative assistance to efforts and activities of common interest and concern.

D.  To support each constituent member organization in advancing its goals, aims and projects.

E.  To promote unity, harmony and comradery among the constituent member organizations that each may become more effective in fulfilling its own constituted purposes as well as the welfare of those of Italian birth and descent. 

F.  To encourage the continued organization of Americans of Italian descent. 

G.  To enhance the image of Americans of Italian descent on all levels of society, and to eliminate prejudice, discrimination and defamation detractive thereof.

H.  To advance the Italian culture in America in all of its many and varied aspects.

I.  To recognize and support outstanding individuals of Italian ancestry.

J.  To encourage representation and involvement in all worthy initiatives by Americans of Italian descent.

K.  To defend the human rights of all, the individual dignity of the Italian in America, and to promote social and economic justice, moral solidarity, and goodwill between and among all people. 

L.  To encourage contributions with which to further these purposes.

M.  To establish and maintain harmonious relations with other organizations having similar goals and objectives.

N.  To do all things necessary, expedient, and/or appropriate toward the accomplishment of these purposes.

O.  To promote, publish, distribute a common policy established by member organizations on issues regarding the Italian American Community.

ARTICLE 3 – OFFICE

The home office of this organization shall be its birthplace, the City of New York, State of New York. The Executive Office of this organization shall, from time to time, be designated by the President.  The Executive Office will also serve as the location of service registered with the Secretary of State, for the State of New York.  For purposes of New York State Law, the Chair will also be designated as President of the Conference.

ARTICLE 4 – BOARD OF DIRECTORS

A.  The Conference shall be governed by its Directors, who shall manage, control and direct its affairs.  The Directors shall have all powers necessary to carry out its purposes.

B.  The Directors shall be comprised of the officers of the Conference who constitute its Executive Committee and the Chief Executive Officer of each constituent member organization or their duly appointed designees.  Each of the Directors shall exercise one vote.

ARTICLE 5  – MEMBERSHIP

Membership in the Conference shall be comprised of all national, regional, statewide, and special Italian American organizations, as hereinafter more particularly described.  The member organizations shall be identified as follow: 

A.  National Italian American Organizations. This classification of membership must have active chapters in not less than ten (10) states.

B.  Regional Italian American Organizations. This classification of membership must have chapters and/or active participating organizations in not less than three (3) states.

C.  Statewide Italian American Organizations. This classification of membership must have at least ten (10) chapters and/or participating organizations throughout the state.

D.  Special Organizations. This classification of membership is one inclusive of organizations of special charter or character involved in programs primarily of national scope or import as envisioned by the Conference.

ARTICLE 6 – MEMBERSHIP REPRESENTATION

Each constituent member organization, regardless of classification and except as may otherwise be  provided for herein, shall be entitled to participate in the affairs of the Conference.  Participation must be by the organization’s Chief Executive Officer (or a duly named representative).

ARTICLE 7 – OFFICERS

The officers of the Conference, who shall constitute its Executive Committee and serve as Directors  are:

A.  The President

B.  4 Vice Presidents

C.  The Secretary

D.  Treasurer

E.  The Immediate Past President

F. Any Past President, but not more than one, especially designated by unanimous vote of the Conference at its annual meeting as president emeritus.

ARTICLE 8 – DUTIES OF OFFICERS

The duties of the officers of the Conference shall be as follows:

A. President. The President is the Chief Executive Officer/President of the Conference and as such is its representative and spokesperson. His duties and prerogatives are:

(i) To preside at all annual or special meetings;

(ii) To call regular meetings of the Executive Committee;

(iii) To act as chief spokesperson;

(iv) To be an ex-official director of all committees;

(v) To appoint a nominating committee, and all other committees deemed necessary and advisable;

(vi) To recognize friends and supporters of the Conference in the U.S.A. and abroad;

(vii) To sign orders, correspondence, minutes, documents and checks;

(viii) To inform and keep advised the Directors and members of the Executive Committee of policies, programs and overall operations;

(ix) To present a report at the annual meeting, recording the summary of his tenure and outlining plans and programs which promote further development and expansion;

(x) To do all things which are deemed necessary and advisable to promote the welfare and interest of the Conference;

B. The Four Vice-Presidents.

(i) The four Vice Presidents shall assist the President.  If the President is absent or unable to act, the four Vice Presidents, in alphabetical order, shall assume the duties and prerogatives of the President;

C.  The Secretary.

(i)  To keep the records of the Conference;

(ii)  To send notices of regular and special meetings to the Directors and the Executive Committee, specifying the date, place and time of the meeting and the Agenda therefore;

(iii)  To take minutes of the regular and special meetings of the Directors and the Executive Committee and make them of record following their approval;

(iv)  To make a summary of the minutes of the annual meeting not more than sixty (60) days following the meeting and forward a copy of such summary to all Directors;

(v)  To care for and answer all correspondence relating to routine administrative affairs and to refer and submit to the President such correspondence that may require special attention;

(vi) To act as the Clerk at all meetings of the Directors and Executive Committee;

(vii)  To keep up to date the following:

(a) The roll of constituent member organizations, including the names and addresses of the Chief Executive Officer (and/or a duly named representative) of such member organizations;

(b) The list of all the committees appointed by the President including the names and addresses of the members of said committees;

(viii) To record and file all incoming and outgoing correspondence and institute a filing system by which correspondence may be protected and preserved;

(ix) To give a statistical report to the annual meeting relating to current membership;

(x) To perform such other and additional duties, in matters pertaining to his office, which the Directors or the President may impose upon him in matters pertaining to his office.

D.  The Treasurer/C.F.O

(i)  To act as the depository of all funds and custodian of all instruments evidencing title or claim to real and personal property owned or possessed. Within five (5) days of receipt deposit funds in savings or checking accounts, in a bank or institution of their choice, with appropriate approval.  The other duties of the Treasurer are:

(ii)  To keep and maintain a cash book of the monies received and disbursed by him for the Conference and in which he notes the number of the voucher and the number of the check issued therefore;

(iii)  To prepare checks in payment for signature.

(iv)  To give a summarized financial statement at all meetings, which financial statement shall set forth receipts, disbursements and a statement of assets and liabilities;

(v)  To post bond as may be required.

(vi)  To perform such other and additional duties, in matters pertaining to their office, which the Directors or the President may impose upon him in matters pertaining to his office.

ARTICLE 9 – TERMS OF OFFICE

A.  The term of office for all officers of the Conference shall be two years, terminating in an even numbered year at the annual meeting thereof.  The annual meeting shall be the Spring meeting of the Conference in New York.  

B.  The term of office of appointed members of committees shall be for the same period as the appointing authority.

C.  The President shall have served one full term as Chief Executive Officer of his/her constituent member organization in order to be eligible for office. 

D.  The President and all other officers shall be limited to two terms, unless said officer is not challenged at the conclusion of the term. 

E.  No elected Executive Committee member shall continue to serve if their group leaves or is removed from the Conference.  Board members may be a representative of one group while serving as a board member.

F.  For purposes of a quorum to conduct business, there must be one-third plus one member of the membership in good standing.

ARTICLE 10 – FORFEITURE OF OFFICE

Officers shall forfeit their office when, without justifiable cause, they fail to attend any two meetings of Directors and/or of the Executive Committee. 

ARTICLE 11 – ELECTIONS

A. The President shall appoint a nominating committee consisting of five (5) directors; no more than one (1) director shall be a member of the same constituent organization, sixty (60) days prior to the date of the annual meeting in each even numbered year. The nominating committee shall meet for the purpose of selecting nominees for office no later than thirty (30) days prior to the date of the annual meeting. The nominating committee shall, in writing, announce nominees for office not less than thirty (30) days prior to the call of said annual meeting.

B. Nominations for any office, other than the nominees of the nominating committee, may be made from the floor of said annual meeting.

C. The President shall appoint an electoral board consisting of five (5) members of which no more than one (1) director shall be a member of the same constituent organization, none of whom shall be a candidate for any office, for the purpose of conducting the election. The President shall name one of the five (5) as President of the electoral board.

D. Voting in general and special elections shall be by written or printed ballot for all offices, provided, however, that by a two-thirds (2/3) vote, voting may be by open ballot.

ARTICLE 12 – VOTING

A. Each of the Directors shall have one vote.

B. Officers of the Conference and the Chief Executive Officer (or a duly named representative) of each constituent member organization shall be entitled to vote at all regular and special meetings.

C. All organizations whose president are seeking an executive board office during an election or voting in an election, must have been a paid member for the previous two years, as well as current year.

ARTICLE 13 – EXECUTIVE COMMITTEE

A. The Executive Committee shall meet not less than twice a year, other than the annual meeting, and shall at all times act in lieu of the Directors between regular or special meetings and may exercise all of the voting powers and prerogatives of the Directors except the authority to:

(i) Revise or amend the Constitution or By-Laws;

(ii) Impose dues, assessments or other charges upon the member organizations;

(iii) Expend moneys for any purpose in excess of $1,000.00.

B. Special meetings may be called by the President at any time or upon the written request of three directors of the Executive Committee.

C. Except as otherwise provided herein, meetings of the Executive Committee shall be upon five (5) days’ written notice.

ARTICLE 14 – AUDIT COMMITTEE

The President shall appoint three individuals from constituent member organizations to serve on the Audit Committee to assist the Conference in overseeing compliance with legal and regulatory requirements, the overall integrity of the Conference’s financial statements and achieving the stated goals of the Conference. Specifically, the Audit Committee shall:

A. Oversee that the Conference is maintaining compliance in accordance with NYS Corporate Laws.

B. Serve as internal auditors with access to any and all records.

C. Report directly to the President and Executive Committee any issues that require change to conform to State or Federal Law and the Conference By-laws. A report of “Compliance Issues” shall be reported at the next meeting of the general membership.

D. To serve a three year term.

ARTICLE 15 – STANDING COMMITTEES

A. Finance Committee:

The Treasurer is the chair of the Finance Committee, which includes at least three other board members. The Finance Committee is responsible for developing the reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other Board of Director members. The Board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the Board of Directors and the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, board members, and the public.

B. The President may create committees as required or requested by the Conference and appoint their respective Chairs.

ARTICLE 16 – DUES

Annual dues of the Conference shall be determined from time to time at its annual meeting.

ARTICLE 17 – DEFAULT

A constituent member organization shall be in default if it has failed to pay annual dues or assessments imposed after the expiration of ninety (90) days from the date said dues or assessments are due.

Whenever a constituent member organization is in default, the Secretary/Treasurer shall send written notice of said default to the Chief Executive Officer (and/or a duly named representative) of said member organization by certified mail. The notice shall contain a statement of the amount due and the time within which payment is to be made before the constituent member organization may be suspended.

ARTICLE 18 – EFFECT OF DEFAULT

A constituent member organization which has failed to adjust its state of default within ninety (90) days from the date borne by the communication of default, shall be declared suspended at the next regular or special meeting.

ARTICLE 19 – AMENDMENTS (TO BY-LAWS)

The foregoing Constitution and By-Laws must be amended, whenever a proposal is made and due notice is given at the annual meeting and approved by two-thirds (2/3) vote of those present at said meeting or at a special meeting called for said purpose by the President or the Executive Committee.

Proposals to amend the By-Laws must be submitted by the Executive Committee or by any constituent member organization. All proposals to be considered must be in writing and must be forwarded to the Secretary not less sixty (60) days prior to the date of the annual meeting. The Secretary shall forward a call for all such proposals to the constituent member organizations, not less than ninety (90) days prior to said annual meeting date; and shall forward all such proposals for consideration to the Directors not less than thirty (30) days prior to said annual meeting.