POLISH AMERICAN CULTURAL CENTER BY LAWS
The Polish American Cultural Center in Honor of John Paul 11 (hereinafter referred to as “CENTER”) is a nonprofit organization dedicated to promote Polish culture, traditions and social development in the Polish community and beyond. Polish culture includes, but is not restricted to, language, history, religion, morals, traditions, customs, literature, arts, music, theater, dance, sports and youth.
ARTICLE 1: MEMBERSHIP
Those otherwise eligible for membership must meet at least one of the following criteria as a precondition for membership in the center:
- A. Be of Polish descent.
- B. Be married to a member of the CENTER.
- C. Be a Polish organization represented by at least one, but not more than two certified delegates
- D. Be a person who demonstrates a desire to foster Polish culture and traditions.
The CENTER shall have four levels of membership whose rights, duties and obligations are:
A. GENERAL MEMBER
- 1. May attend and speak at CENTER meetings.
- 2. If 18 years or older, is a voting member, based on the concept of one person/one vote, upon being a member in good standing for one year.
- 3. Pays annual dues as determined by the Board of Directors
B. LIFETIME MEMBER
- 1. Individual (person)
- a. May attend and speak at CENTER meetings.
- b. If 18 years old or older, is a voting member, based on the concept of one person/one vote, upon being a member in good standing for one year.
- c. Upon reaching the age of 21 years may be appointed chairperson of any CENTER committee.
- d. Upon reaching the age of 21 years may be nominated and elected to CENTER Board of Directors, and/or officers.
- e. Must initially donate a minimum of $1,000.00. Payment may be made in 4 equal installments over a two year period.
C. POLISH ORGANIZATIONS
a. Must be represented by at least one, but not more than two certified delegates appointed/elected by the organization.
b. Said delegate may attend and speak at CENTER meetings.
c. Said delegate is a voting member, based on concept of one
d. Said delegate cannot hold office but may serve on any CENTER committee.
e. Said delegate may be appointed chairperson of any CENTER committee.
f. Pay the organization membership fee per scale determined by the Board of Directors
a. This type of membership may be conferred upon any individual who has contributed significantly to the enhancement of Polish-American ideals and/or to The CENTER.
b. The CENTER Board of Directors shall nominate an individual for honorary membership and the general membership shall approve said nominee.
c. An honorary member shall be nonvoting member of the CENTER.
E. FOUNDER MEMBER – INDIVIDUAL
Individuals who donated funds of a minimum of $1,000.00 to CENTER, prior to December 31, 2001, shall be identified as FOUNDER MEMBERS and shall have his/her name placed on a special exhibit.
F. FOUNDER MEMBER – POLISH ORGANIZATION
Any organization that donated funds of a minimum of $3,000.00 to CENTER, prior to December 31, 2001, shall be identified as FOUNDER MEMBERS and shall have its name placed on a special exhibit.
H. MEMORIAL DONATION – any individual or organization wishing to donate the minimum of $1,000.00 on behalf or a loved one, shall have that person’s name placed on a special exhibit.
I. MAJOR DONATIONS – there are three levels of major donations. These donations will be acknowledged with appropriate plaque and recognition.
1. Friend of Polonia ($1,000 and up)
2. Benefactor ($500 to $999)
3. Patron (200 to $499)
Procedure for approval of membership
A. All prospective members must be sponsored by a CENTER member in good standing.
B. The Membership Committee shall examine the eligibility of each sponsored applicant.
C. The Membership Committee shall present its recommendation to the Board of Directors.
D. If the Board of Directors approves the applicant, membership is granted. If any member of the Board of Directors objects the approval of the applicant, an ad hoc committee, consisting of three CENTER voting members at large and two Board of Directors members, shall conduct an investigation and present its findings to the Board of Directors. The Board of Directors at that time shall vote again on the approval of the applicant. Majority vote is required for approval.
Each Supporting Member shall pay annual membership dues to PACCJPII Treasury during January 1, to March 31st’. Any member joining during the months of October thru December, will be credited for the full following year. A membership card shall be issued to each member of payment of dues.
Any member who has not paid dues by March 31st shall be delinquent and will be notified by the CENTER Treasurer. A member not paying dues within 30 days from the date of notification, shall be considered not in good standing and will be eliminated from the rolls of membership. Reinstatement to active membership shall be processed through the Membership Committee.
Members who purposely work against the CENTER Bylaws shall be subject to an investigation and dismissal from the rolls of Membership by the CENTER with accordance of Article VI, SECTION 3.
ARTICLE II: MEETINGS
General membership meetings of CENTER:
A. Minimum of one meeting shall be conducted per year. The agenda shall be made available to each member in advance of the meeting and every member shall have the right to obtain the copy of the agenda upon request.
B. Attendance of 50% or 40 members eligible to vote (whichever is lower) shall constitute a quorum.
C. It shall be at the discretion of the Board of Directors to have the right to change the number and dates of meetings.
D. All general membership meetings shall be conducted in accordance to Robert’s Rules of Order.
Special membership meetings may be called pursuant to the following:
A. A resolution by the Board of Directors, for any purpose except elections.
B. A petition signed by at least 25% of the voting members, none of whom are members of the Board of Directors, and filed with the President, Vice President or Recording Secretary at least fifteen days in advance of the requested meeting.
C. Notice of each Special meeting of the membership shall be furnished to all members at least ten (10) days in advance, specifying the time and the objective thereof No other business than that specified shall be considered at that time.
Upon proper notice, the Board of Directors meetings shall be held prior to a scheduled membership meeting and/or upon call of the President or by a resolution by the Board of Directors. The Board of Directors meetings, except for the Executive Committee, may be opened to all voting members. The agenda will be prepared by the President, with the input from the Board of Directors.
All meetings shall be generally conducted in English however; Polish shall be acceptable if requested. Translations from one language to the other shall be provided as needed. However, the official minutes of all meetings shall be written in English.
ARTICLE III: THE BOARD OF DIRECTORS
The Board of Directors shall consist of fifteen (I 5) members. The voting members shall elect nine (9) for a three-year term of office. A Director may be elected to the same office for no more than two consecutive terms. He or she may, however, repeatedly be elected to return to that office for up to two consecutive terms after at least one term of absence from it. The Board of Directors will be elected on a staggered basis with three members elected every year for a three-year term. The first election shall have three different terms for Board of Directors. Three members shall be elected for one-year term, three members for two-year term and three members for three-year term. The six (6) Officers shall serve as ex-officio members of the Board of Directors. The Officers shall be elected by the membership for no more than two consecutive two year terms and may return to that office for up to two additional consecutive terms after at least one term absence. However, if the majority of the Board of Directors (3/4) deems it beneficial to the organization this rule may be waived for two additional terms for the individuals who are critical to the carrying out the mission of the organization. The Board of Directors shall be the official authority for transacting all necessary business between membership and shall serve as the policy-making body of the CENTER. It shall meet a minimum of once a month. At all meetings, attendance of a simple majority of the Board of Directors members shall constitute a quorum.
It shall be the duty of the President with the input of the Board of Directors to prepare an agenda for each Board of Directors meeting
The Board of Directors shall be composed of nine (9) elected members in addition to the following (6) officers:
First Vice President
Second Vice President
Nine (9) Directors
The Board of Directors or its designee(s) shall have the power to hire, negotiate a contract, dismiss or layoff any employee. The Board of Directors shall have the power to hire the Executive Director to conduct the administrative duties of the CENTER.
No two members of an immediate family may be elected to the Board of Directors.
No member of the Board of Directors shall be employed by the CENTER.
ARTICLE IV: DUTIES OF THE OFFICERS
The President shall preside at all meetings of the CENTER and the Board of Directors and shall have general supervision over the work of the organization. The President shall appoint all committee chairpersons. The President and/or the Executive Director shall be the signatory to all official CENTER correspondence and/or documents.
The First Vice President, in the absence of the President, shall perform the duties of the President pertinent to the affairs of the CENTER and all other duties as assigned by the President and the Executive Board.
The Second Vice President, in the absence of the President and the First Vice President shall perform the duties of the President to the affairs of the CENTER.
The Treasurer shall receive and be the custodian of all funds of the CENTER and shall pay all bills upon authorization of the Executive Board. All checks paying out CENTER funds shall be signed by the Treasurer and countersigned by at least one other authorized signatory (President, designated Vice President or the Executive Director).
The Treasurer shall:
A. Keep an account of all monies received and distributed.
B. Give a financial report, in full, at regular membership meetings.
C. Keep an up-to-date roster of the membership.
D. Collect membership dues and submit a list of all members in good standing to the Membership Committee for the purpose of issuing membership cards.
E. Be responsible for filing appropriate reports to the Secretary of State and the Internal Revenue Service.
F. Be bonded or insured by the organization.
G. Perform all other duties as assigned by the President and the Executive Board.
The Secretary shall make and keep accurate records of the actions taken at all meetings of both the Board of Directors and general membership and shall publish minutes of all meetings at each succeeding meeting. The Secretary shall be fluent in English and have knowledge of Polish, shall maintain all official files and legal files of CENTER, in English, and shall perform all other duties as assigned by the President and the Board of Directors.
The Secretary shall handle all the correspondence of CENTER, with the advice of the President and the Executive Board, as it relates to any external organizations and advertising in the news media. The Secretary shall also keep complete files of all external correspondence of every CENTER committee, and shall perform all other duties as assigned by the President and the Board of Directors. Secretary shall seek assistance from other members as appropriate
The advocate shall be an Attorney at Law licensed to practice law in the State of Ohio whose duties shall be to familiarize himself/herself with state and federal laws dealing with rights and responsibilities of charitable and not-for-profit organizations existing under Ohio and Federal law. The advocate may be reimbursed by the CENTER from time to time for expenses relating to attendance at seminars wherein he would familiarize himself with the laws relating to Federal and State government of charitable and not for profit organizations. The advocate shall not be obligated to represent the CENTER in any commercial legal matters, but may, if asked by any officer, render an informal opinion regarding such matters.
All Directors shall be members in good standing with the responsibility of overseeing all activities of the CENTER. Each director shall be an active member of at least one standing committee and shall perform other additional duties as assigned by the Board of Directors.
Any officer of the Board of Directors who does not comply with his/her assigned responsibility may be suspended by the three quarters majority of the Board of Directors. If such person does not accept the decision of the Board of Directors, he/she may appeal to the Court of Peers.
The president with the concurrence of at least one other board member shall have the right to authorize expenditure of $500.00. Expenditure above $500.00 requires the approval of the full Board of Directors.
It is expected that all members of the Board of Directors will attend all meetings of CENTER. If unable to attend, it is the responsibility of the Board of Directors member to notify the Recording Secretary or the President prior to the scheduled meeting.
ARTICLE V: THE AUDIT BOARD
The Audit Board shall consist of five (5) members recommended by the Board of Directors and voted on by the majority of voting members for a two-year term of office and shall appoint its own chairperson. Members of the Board of Directors cannot serve on the Audit Board.
The Audit Board shall review the financial and administrative Records of the CENTER at a minimum of once a year and shall formally report its findings to the members at the next general membership meeting, or as requested by the Board of Directors. The annual report shall be presented to the general meeting at the Annual meeting.
If a vacancy occurs in the office of the Treasurer, the Audit Board shall audit Center’s financial records immediately and shall report its findings to the Board of Directors. The same report shall be given to the. members at the subsequent general membership meeting.
Vacancies within the Audit Board shall be filled by the appointment of the Chairperson of the Audit Board, with the approval of the majority of the Board of Directors, and shall be valid for the remaining term of office.
ARTICLE VI: THE COURT OF PEERS
The Court of Peers shall consist of five (5) members elected by the voting members of CENTER for a two-year term of office and the committee shall appoint its own chairperson. Members of the Board of Directors cannot serve on the Court of Peers.
The Court of Peers shall adjudicate and arbitrate reported cases of-
A. Violation of CENTER Constitution and/or Bylaws.
B. Violation of contracts/agreements.
C. Misunderstanding or misapprehension among members.
D. Conduct detrimental to CENTER.
The Court of Peers procedures:
A. Grievant fills out a Grievance Form and submits it to the Chairperson of the Court of Peers within seven (7) days from the date of occurrence of an alleged incident.
B. Within seven (7) days of receipt of grievance, the Chairperson shall call upon the members of the Court of Peers to meet with the Grievant.
C. Within thirty (30) days of meeting with the Grievant, the Court of peers shall investigate and if necessary, call a meeting of both parties, and present their decision, in writing to both parties.
D. If the Grievant is not satisfied with the decision, he/she may appeal in writing to the Chairperson of the Court of Peers. The Chairperson shall then ask the President to place the matter on the Agenda for the next scheduled CENTER regular membership meeting.
E. At the membership meeting, the Chairperson of the Court of Peers shall read the grievance and the Court’s disposition. Three quarters of voting membership is required for expulsion of a member.
ARTICLE VII: NOMINATIONS
The Nominating/Election Committee, consisting of five (5) members, two of which shall be members of the Board of Directors, and the other three (3) shall be designated by the Board of Directors at least sixty (60) days before the scheduled elections. The Nominating/Election Committee shall elect its own Chairperson at its first meeting.
The Nominating/Election Committee shall accept in writing nominations from date of its inception up to no later than thirty (30) days prior to the date of elections. The names of all candidates shall be entered on the committee’s report and announced to the membership at the beginning of the elections meeting. At the same time, prior to election, the Nominating/Election Committee shall accept additional nominations from the floor.
The Nominating/Election Committee shall contact each nominee, prior to elections, in order to obtain his/her acceptance of the nomination and assurance that he/she understands the duties and obligations of the office for which he/she is running.
Members of the Nominating/Election Committee shall have the right to be nominees for the office themselves.
To be eligible for any office, a person must be an individual member for at least one year and in good standing.
ARTICLE VIII: ELECTIONS
The elections shall be conducted at the Annual general Membership meeting by a secret ballot prepared by the Nominating/Election Committee unless there is no opposition to the candidates being recommended by the Nominating/Election Committee and the Board of Directors in which case a voice vote is acceptable. All candidates for the Officers, the Board of Directors, the Audit Board, and the Court of Peers shall be elected by a majority of the voting membership present at the annual meeting. Except for the first election, absentee ballots will be available if requested in writing. Absentee ballots will be mailed to all members 20 days before election and shall be returned 10 days prior to election date. Mail ballots shall be returned in separate sealed envelope and must be signed on outer envelope.
Members of the Nominating/Election Committee, except for those members running for office, shall count the election ballots. The results shall be immediately announced by the Committee Chairperson.
The official results of the election shall be publicized within 30 days of the election. The newly elected officers and the Board of Directors shall be sworn in at the next regularly scheduled meeting of the Board of Directors.
ARTICLE IX: COMMITTEES
Any Committee, except for the Nominating/Election Committee may be appointed or dismissed by the President, with the concurrence of the Board of Directors.
All Committees shall submit their financial and activity reports to the Board of Directors at regular meetings or as requested by the President.
The Standing Committees of CENTER are as follows:
A. Constitutional (Bylaws) Committee
B. Cultural Committee
C. Education Committee
D. Financial Planning Committee
E. Membership Committee
F. Nominating/Election Committee
G. Public Relations Committee
H. Social Committee
I. Sports and Recreation
J. Other Committees deemed appropriate by the Board of Directors
K. Information Committee
Each committee, with the concurrence of the Board of Directors, may organize special subcommittees and task forces for specific activities of the membership.
Each committee shall meet regularly according to a calendar developed by the committee members and posted in the CENTER master Calendar of Events. Activities of each committee shall be reported to the, membership, as necessary.
Each chairperson shall receive, and be familiar with, the list of his/her duties and responsibilities.
ARTICLE X: MISCELLANEOUS
A. Bylaws may be amended by a two-thirds (2/3) of the qualified voting members present at the annual meeting.
B. Notice of intent to change, repeal, or reissue the Bylaws shall be communicated in advance to all members before the meeting.
C. The fiscal year of the Corporation shall begin on the first day of July and end on the thirtieth day of June next year.
Earnings of the Corporation
A. No part of the earnings of the CENTER shall be used for the benefit of or distribution to members, officers, or private persons except for reasonable and authorized by the Board of Directors expenses.
B. No part of the activities of the Corporation shall be for carrying on of propaganda or otherwise attempting to influence legislation. The Corporation shall not participate in, or intervene in, by publishing or distribution of statements, in any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal Income Tax under Sections 509(a) (2) and 501 (c) (3) of the Internal Revenue Code, or corresponding Sections of any future federal tax codes.
A. Upon dissolution of the CENTER, and legal termination of its activities, the Board of Directors, with the consent of the general membership shall first pay all debts and liabilities of the CENTER. The remaining assets shall be put in a holding account for a period of five (5) years. If after five (5) years, there is no interested activity, the assets shall be distributed to Polish charitable organizations and Polish Churches within the community who qualify for 501(c)(3) status under the I.R.C. of the United States as then in existence.
A. All individuals involved in any type of activity, within CENTER, shall be treated equally and fairly. No one person may discriminate against any one by disallowing them from participating in The CENTER.