Revised April 25, 2017
IRISH HERITAGE SOCIETY OF MILFORD, INC
The name of the Corporation is The Irish Heritage Society of Milford, Inc., and may be referred to in these bylaws (“Bylaws”) as (the “Club”). The Club is a Connecticut Corporation under Chapter 602 of the Connecticut statutes and is without stock and not for profit. The period of existence shall be perpetual.
The purpose of the Club is to bring about the association of individuals of Irish descent or relationship, in whole or in part, for the purpose of conducting educational and benevolent activities of all kinds, including the conducting of meetings, conducting forums and research into Irish culture, providing funds for the study of Irish music, dance, and humanities, presentation of Irish culture to community at large and the pursuit of cultural advancement of the Irish through cooperative means with local communities and institutional organizations.
No part of the Club’s net earnings or profits shall inure to the benefit of any private member or individual or be used or appropriated for other than the said purposes of the Club. It is intended that the Club shall be of the character described in the provisions of Section 501C (7) of the Internal Revenue Code. All association activities are reserved for association members and guests of members. Notwithstanding any other provision of these articles, the Club shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under Section 501C (7) of the Internal Revenue Code. In the event of dissolution, the assets of the Club, after payment of all liabilities of the Club, shall be distributed to one or more tax exempt organizations under Section 501C (7) of the Internal Revenue Code.
A. Membership shall be open to all persons aged eighteen years or over who are of Irish descent either in whole or in part or by relationship through marriage. The Board of Directors of the Irish Heritage Society of Milford, Inc. (the “Board”) shall have final authority regarding the acceptance of members.
B. Categories of membership as of April 1, 2015:
Single – Individual membership 18 years & older
Single Senior – 65 and older
Family – Members of an immediate family, including children under age 21 residing in the same household. Exceptions at the discretion of the Board.
Senior Family – If one of the two adults is 65 or older
Honorary – As appointed by the Board. The decision to make one an honorary member shall be in the exclusive discretion of the Board. Honorary members do not pay dues, may not vote and may not serve on the Board.
Any member in good standing that has a change in marital status can maintain membership as long as they continue to be a member in good standing. Membership category (above) will change accordingly.
C. Code of Conduct
Any member and their guests whose conduct at or during club activities or facilities that reflects badly upon the good name of the Club, or who uses Club property without authorization, or abuses Club assets, or engages in unlawful activity will be immediately suspended. Further disciplinary action will be decided by the Board or its designee, up to and including revocation of membership. Members have the right to appeal to general membership.
Guests must abide by all rules of the club. Members will be held responsible for any and all guests brought to club and club-associated events. Additionally, members who bring guests must sign the club’s guest book, and have their guest sign in as well. Guest must leave when their sponsoring member leaves unless they are signed in by another member.
A. Dues shall be set annually during the budget process.
B. There shall be an application fee for all new members to be set by the membership committee.
C. Dues are renewable annually and become the property of the Club. Dues will not be refunded if a member should leave the club.
D. Membership renewals including dues schedule will be issued in the Month of January.
E. Any member whose dues are not paid by February 28th shall be considered “not in good standing” unless special hardship consideration has been granted by the Board of Directors. There will be a procedure for reinstatement.
F. A member “not in good standing” may apply for reinstatement. The member must complete a renewal application including their Irish Heritage information and pay both dues and application fee. The Membership Committee will review the application and present it to the Board of Directors.
G. The Board of Directors may take hardship cases into consideration. A member may approach the membership committee in writing by January 31st to ask for such consideration. After reviewing the request, the membership committee will make a recommendation to the Board. Hardship status should only be determined by a majority of the Board plus the Chair of the Membership Committee.
MEETINGS OF GENERAL MEMBERSHIP
A. There shall be a minimum of ten (10) meetings per year.
B. Business meetings for the general membership shall be held on the last Tuesday of each month that there is a meeting scheduled.
C. The Board of Directors shall establish the location of the meetings and is authorized to change the dates if needed.
D. Special meetings may be called by the President after consultation with at least seven (7) members of the Board.
E. A quorum for the general membership business meetings shall be twenty-five members in good standing, and not less than three elected officers or Directors.
F. Members considered “not in good standing” will not be allowed into meetings. The Membership Committee will arrange to check the status of all members at each meeting.
The officers of the Club shall be president, vice-president, secretary and treasurer.
Term of office: The term of office for all officers will begin on July first annually.
The officers of the Club shall be president, vice-president, secretary, and treasurer. Term of office: The term of office for all officers will begin on July first annually. Succession: All officers, except treasurer, may be re-elected for only one succeeding term. The treasurer may be re-elected for no more than 4 additional consecutive terms, unless no other member accepts the nomination for the office.
Duties of the officers:
The president shall be the chief executive and chairman of the Board. The President shall preside at all meetings of the Club and the Board; shall be an ex-officio member of every committee; shall fill vacancies on the Board of Directors with the approval of the Board; shall appoint such Activities chairpersons or ad hoc committee chairpersons as are needed or appropriate, and shall have the authority to remove them, with Board approval; shall be empowered to co-sign Club checks; shall cooperate with all adopted recommendations of the audit committee; shall see to the writing of a monthly article for the Club publication/website, and such other articles as appropriate for the good of the Club; may conduct Board votes by poll, with a full report at the next Board of Directors meeting; shall call for nominations at the March and April membership meetings; shall submit a written year-end report to the Board of Directors at the May meeting of the Board.
The vice-president shall, during the term of office, become familiar with the duties of the office of president. In the event of a vacancy in the office of president, the vice-president shall become the president. The vice-president; shall be empowered to co-sign Club checks; shall preside over meetings in the absence of the president.
The secretary shall act as secretary at all meetings of the general membership and the Board of Directors; shall keep in permanent form record of all meetings of the general membership and the Board of Directors; shall read all voted resolutions at the general membership meetings; shall duplicate a copy of the minutes for distribution at the next Board meeting; shall have available at each general meeting, a copy of all minutes of all meetings from the previous twelve months; shall provide a listing of the current Board members with the dates of terms, to be available for members at any general meetings; shall conduct such correspondence as shall be authorized by the Board or requested by the president; shall review annually the certificate of incorporation with the Board and notify the Secretary of the State of Connecticut, and institute changes required for the State no later than October 1.
The treasurer shall collect, receive, accurately record, and have charge of all dues and funds of the Club; shall deposit such funds in a bank or investment firm approved by the Board of Directors; shall have accounts audited at the end of the fiscal year in time for the Senior Trustee to submit the audit report by the November Board meeting and November general membership meeting; report the financial condition of the Club at monthly meetings of the general membership by means of a written financial report including all expenditures and income, with a copy available to any member, upon request, at the close of the meeting; shall pay all authorized obligations of the Club by check; shall chair the finance committee and present its proposed budget at the May Board meeting.
BOARD OF DIRECTORS (aka “Board”)
A. The Board of Directors shall consist of the president, vice-president, secretary, treasurer, and the immediate past president, as long as there is a former president willing and eligible to serve in such role; three trustees; parliamentarian; sergeant-at-arms; and membership chair.
B. Duties of the Board of Directors. The Board shall: be vested with the charge of all properties and funds; perform all acts and functions consistent with the Bylaws of the Club; represent the Club between regular or special meetings of the membership. All business transacted by the Board in the interest of the Club shall be reported to the membership in the Board minutes and/or reports given at the general membership meetings.
C. Non-officer Board members. Duties:
Audit the fiscal year-end report of the treasurer, as part of the audit committee; the most senior trustee shall be a member of the finance committee; shall solicit biographical information from candidates and prepare for publication in the newsletter/website; shall conduct the election of officers and Directors at the May meeting of the general membership, by ballot; shall perform duties as associated with the office of a Board member.
Shall interpret the Bylaws; supervise the parliamentary procedure at business meetings; shall furnish a copy of the Club Bylaws to all incoming Board members; shall have a copy of Robert’s Rules of Order, Newly Revised at all meetings; shall serve as chair of the Bylaw committee; and shall perform duties as associated with the office of a Board member.
Shall prepare the meeting room and maintain order at meetings; shall perform duties associated with the office of a Board member. Shall preserve order and decorum at all meetings of the IHSM. He shall admit only members to the meeting place, unless otherwise instructed by the President, and shall remain on duty until all business of the meeting shall have been completed.
Shall maintain a supply of membership forms approved by the Board; shall issue membership cards to new members; shall receive new member applications, and shall maintain a current list of member names, addresses, all pertinent telephone numbers, date of joining the Club and areas of service potential; shall provide the president with the current membership list during the months of June and December; shall provide Activities chairperson with a member name and telephone list, with an indication (coding) of service potential and date of joining the Club; shall perform duties associated with the office of a Board member.
D. Meetings of the Board of Directors: The Board shall meet immediately prior to the business meeting of the members, unless changed by the Board; seven (7) members of the Board shall constitute a quorum at meetings of the Board; the Board meeting held during June is to include the current Board, plus newly elected Board members who will have no vote at those meetings.
E. Terms of office for positions other than officers. All terms begin on July first.
Three trustees shall be elected, one per year over three years, to serve a term of three years each. They may be re-elected to the office.
The positions of parliamentarian, sergeant-at-arms and membership chair shall be for a term of one year. With the exception of the membership chair, they may be re-elected to the same office for one (1) succeeding year. The membership chair may be re-elected for no more than 4 additional consecutive terms, unless no other member accepts the nomination for the office.
The former president shall automatically serve on the Board, ex-officio with vote, for a term of one year. In the event the president is elected for another term, the former past president may serve for an additional one year term. In the event the past president dies, resigns or otherwise becomes ineligible to serve, the position of past president shall remain vacant until the current president moves into that role. If the past president chooses to hold another office, then the office of the past president will remain vacant until the current president can fulfill the obligations of the office.
F. Removal of Board of Director Member
A Board of director may be removed from office by the affirmative vote of two-third (2/3) of the members present at the general membership meeting. Any Board member who misses 3 consecutive meetings for the Board of Directors shall be deemed to have resigned as a director unless he or she shall explain said absences to the satisfaction of the Board.
G. Vacancy of the Board of Directors
A vacancy in the Board of Directors caused by death, resignation, disability, or removal of a Director will be filled from the membership by a majority vote of the remaining Directors within 30 days of the vacancy. If the Board fails to fill the vacancy, a special election shall be conducted at the next general membership meeting to fill the vacancy. A director so appointed or elected shall serve the remainder of the replaced member’s term. If the remainder of the term is less than 7 months, this shortened term shall not count toward any term limiting future election qualification..
A. Possible activities shall be brought to the Board by the membership. If the Board votes to participate in the activity, the activity shall be brought before the general membership for approval. The prospective activities should be brought before the Board at least 48 hours prior to its next meeting.
B. Activity Chairpersons are appointed by the president and approved by the Board. They serve until removed by the president or by resignation.
C. Duties of Activity Chairs: shall submit a written budget request to the Board of Directors, along with a short plan for the expenditures; all financial obligations that are incurred by a specific activity chair or committee, must be paid by the treasurer upon submission of the proper invoice for the activity by the activity chair; any expenditures more than $100.00 over the budgeted amount for that activity, must have the approval of the Board of Directors prior to obligation of the expense; made an initial report and periodic progress reports to the president; submit a written report within sixty (60) days following the activity, detailing expenditures and receipts, operational procedures, problems encountered, recommendations for the future. A copy of the report should be prepared for the President and Secretary.
A. Audit Committee
1. Duties: shall audit the treasurer’s fiscal year-end report; a written audit report shall be presented to the Board of Directors for the September Board meeting. It shall include recommendations on the proper control, and division of the responsibility, in the handling of the Club’s receipts and disbursements, as deemed necessary and proper.
2. Composition: Shall be composed of the three trustees, and at least two Club members selected from the the general membership. The chair shall be the senior trustee. The term of the committee will end with the acceptance of the audit report by the Board.
B. Media Committee
1. Responsible for the monthly/interim publications of the club news and the maintenance of the Club’s website. No limits are implied on the amount of material submitted, except at the discretion of the editor or the final approval of the president, if necessary.
2. All members shall have access to the web site as part of the dues payment. All members are encouraged to use the web site as their primary means of communications with other club members.
C. Bylaws Committee
1. Duties: Conduct a biannual review of the Bylaws and consider any changes. A Bylaws committee shall be activated on the even years of the fiscal calendar or as needed upon request of the Board of Directors.
2. Composition: The committee shall consist of at least five (5) members including the parliamentarian, who shall serve as chair.
D. Finance Committee
1. Duties: Prepare a budget of estimated receipts and expenditures for the coming fiscal year; obtain budget requests from various activity and committee chairs and officers. If no request is received, estimate a figure based on past experience as reflected in the treasurer’s twelve month annual report; present the proposed budget to the Board of Directors at its May meeting.
Composition: Shall consist of a minimum of seven (7) members, including the senior trustee, Club president, three (3) Club members at large, the treasurer who shall be chair, and the immediate past president. The term of office will end upon approval of the budget by the Board.
E. House Committee
Shall act as custodian of the Club’s physical assets; be aware of the use, sale, dispersal, location and physical inventory of such assets, maintaining a property list, and reporting any discrepancies in the list to the Board;
NOMINATIONS AND ELECTIONS
1. Nominations of officers and Directors shall be accepted during the March and April general membership meetings. All nominees must be members of the Club in good standing for a minimum of one (1) year. Good standing means dues paid in-full.
2. Nominations must be made in person by a member in good standing.
3. The nominee must be present at the March or April meeting to accept the nomination.
4. The candidates shall be announced at the April meeting and shall be listed on the web site with a short biography.
5. Should a Second Year Trustee or Junior Trustee be nominated for another board position they must resign from their current position before accepting the nomination.
6. Upon accepting a nomination for a position, said nominee cannot nominate another person for that same position.
A. Election of Officers and Directors
1. Shall be conducted by the trustees at the May meeting of the membership, by ballot. Installation will be at the June meeting.
2. A single member shall have one vote. A family membership will be allowed two (2) votes so long as both individuals are 18 years or older. Voting shall be restricted to persons that are members in good standing.
3. Absentee, proxy, and write-in voting is not permitted.
4. In case of a tie, there will be an immediate run-off election for the contested office, to be held prior to adjournment of the meeting.
5. A candidate running unopposed for an officer or director or trustee position on the Board will be listed on the election ballot as “unopposed”, with no option for a vote. The Secretary of IHSM shall cast one vote for that candidate to elect that candidate.
The fiscal year shall be July 1 to June 30.
The rules contained in the current edition of Roberts Rules of Order, Newly Revised shall govern the Club in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Club may adopt. A copy of said book shall be furnished by the Club and must be present at all meetings.
Proposed changes to the Bylaws shall be submitted to the Bylaws committee on the form provided by the Bylaws Committee, and shall include the reasoning for the change. After consideration by the committee, the proposed changes shall be presented to the Board of Directors (“Board”) for consideration and recommendation.
A. If the Board accepts a proposal recommended by the Bylaws committee, it will be included in the document of Bylaws Amendment proposals to be voted upon at the designated general membership meeting, and will be labeled “Recommended by Bylaws Committee and Board of Directors”.
B. If the Board votes by majority rule to reject a proposal recommended by the committee, the Bylaws Committee may opt to bring the proposal before the general membership, clearly indicating “not recommended by the Board of Directors” and “recommended by the Bylaws Committee”. Ballots will include the reasoning of the Bylaws Committee and the Board of Directors for their decisions.
C. The Bylaws may then be approved at the next general meeting of the members, provided that all of the proposed changes have been posted on the Club website for approximately thirty (30) days before the meeting at which they will be considered.
D. Members will have the option of voting “Yes” for acceptance, or “No” for rejection of the proposals. To be added to the Bylaws, the proposed changes require two-thirds (2/3) vote of the dues paying members present at the general meeting for approval. Upon approval, the new articles are in effect immediately.