Irish Heritage Club Bylaws
IHC Bylaws were changed in May 2006. New copy has not yet been published.
Revised Bylaws adopted June 3, 2002
Name and Purpose of the Organization
Section 1 – Name
The name of this organization shall be The Irish Heritage Club, here in after referred to as the club or corporation.
Section 2 – Purpose
The purpose of this club includes, but is not limited to, the preservation and promotion of the Irish culture through its sports, music, literature, language, and dance.
Section 3 – Limitation
The Irish Heritage Club shall not engage in the endorsement of candidates for public office. The club will operate within the confines and spirit of the laws of the United States, the State of Ohio, and local municipalities in which it conducts its functions.
Section 4 – Authority
The highest authority of this organization shall be the membership.
Article II
Membership
Section 1 – Eligibility
Any individual who shall espouse and adhere to the purpose of the club as defined in Article I of these bylaws shall be eligible for membership. Membership shall become effective with the payment and acceptance of dues for a class of membership as defined in Section 2 of this article.
Section 2 – Classes of Membership
There shall be three classes of membership in the club as follows:
a.
Individual – One adult person.
Individual – One adult person.b.Family – Club privileges shall be available to parent(s), or spouses and dependent children under age 21.
Family – Club privileges shall be available to parent(s), or spouses and dependent children under age 21.c.Lifetime Membership – Includes items (a) and (b) above and as defined by board policy.
Lifetime Membership – Includes items (a) and (b) above and as defined by board policy.Section 3 – Dues
The dues for each class of membership shall be determined annually by the Board of Directors. The club fiscal year and membership period shall begin on January 1 and end on December 31 of each year. Dues for all members shall be payable in advance on the 31st day of December. Dues notices shall be sent to the membership in the month of November.
Section 4 – Voting Rights
Each adult member shall be entitled to vote once on each matter placed before the general membership, except that to be eligible to vote for the election of directors, members must have attended at least three (3) of the general membership meetings during the current membership year. The attendance records of the Membership Committee Chairperson shall be conclusive in determining who is eligible.
Section 5 – Duties of the Member
Each adult member shall be responsible for his/her family’s and his/her guest’s conduct, which shall be governed by the Club Policy Manual.
Article III
Directors
Section 1 – Governing Body
The governing body of this club shall be a board of six (6) Directors, and the officers of the club.
Section 2 – Eligibility
To be eligible to serve on The Board of Directors, a member must be in good standing and have maintained a minimum attendance requirement for a two (2) year period immediately prior to the term.
Section 3 – Election
a.Election of Directors shall take place at the annual election meeting in December, immediately following the regular meeting of the general membership.
Election of Directors shall take place at the annual election meeting in December, immediately following the regular meeting of the general membership.b.Two (2) Directors shall be elected for a term of three (3) years. These two (2), together with the four (4) current Directors whose terms shall not expire in December shall compromise the Board of Directors.
Two (2) Directors shall be elected for a term of three (3) years. These two (2), together with the four (4) current Directors whose terms shall not expire in December shall compromise the Board of Directors.c.A Director who has served on the Board within the current membership year may not be reelected to a successive term unless appointed by the Board to replace a vacated Directorship. Directors may be again elected to the board after a period of one year’s absence therefrom.
A Director who has served on the Board within the current membership year may not be reelected to a successive term unless appointed by the Board to replace a vacated Directorship. Directors may be again elected to the board after a period of one year’s absence therefrom.d.At the October meeting of the general membership, any member may nominate one or more regular members to be Directors for the ensuing term. The persons nominated may not include any member who is currently holding an elected office except those appointed by the Board of Directors within the current membership year. All nominations shall be delivered to the Secretary of the club, who shall cause a list containing the names of all persons nominated to be included in the club newsletter prior to the annual election meeting.
At the October meeting of the general membership, any member may nominate one or more regular members to be Directors for the ensuing term. The persons nominated may not include any member who is currently holding an elected office except those appointed by the Board of Directors within the current membership year. All nominations shall be delivered to the Secretary of the club, who shall cause a list containing the names of all persons nominated to be included in the club newsletter prior to the annual election meeting.e.A nominating committee shall be appointed to review the nominations and has the responsibility of certifying that all nominated candidates are eligible.
A nominating committee shall be appointed to review the nominations and has the responsibility of certifying that all nominated candidates are eligible.f.At the annual election meeting, each eligible member in attendance shall be furnished with a ballot listing all persons nominated. Those two (2) persons receiving the highest number of votes shall be elected directors, and shall begin their term of office on January 1st of the following year.
At the annual election meeting, each eligible member in attendance shall be furnished with a ballot listing all persons nominated. Those two (2) persons receiving the highest number of votes shall be elected directors, and shall begin their term of office on January 1st of the following year.Article IV
Removal of Directors
A Director may be removed from office by the affirmative vote of two-thirds (2/3) of the members present at a general membership meeting. Any Director who misses three (3) consecutive meetings of the Board of Directors shall be deemed to have resigned as a Director unless he or she shall have explained said absences to the satisfaction of the Board of Directors.
Article V
Vacancy on the Board of Directors
A vacancy in the Board of Directors caused by death, resignation, disability, or removal of a Director must 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 current membership year, at which time an election concurrent with the regular election meeting shall be held to fill the unexpired term.
Article VI
Powers & Duties of the Board of Directors
Section 1 - Powers
All Corporate powers shall be exercised by and under the authority of, and the business affairs of the Corporation shall be controlled by, the Board of Directors and subject to the laws of the State of Ohio for the nonprofit corporation and conditions of the Internal Revenue Code for tax-exempt, tax-deductible Corporation under Section 501c (3) and Section 170c (2) of the Internal Revenue Code.
Subject to the same limitations, it is expressly declared that the Directors shall have the following powers:
a.To hire or remove all Agents and Employees as may be consistent with the law, with the articles of incorporation or these Bylaws.
To hire or remove all Agents and Employees as may be consistent with the law, with the articles of incorporation or these Bylaws.b.To conduct, manage, and control the affairs and business of the Corporation, and to make such rules and regulations as are consistent with the law, with articles of incorporation, or the Bylaws, as they deem best.
To conduct, manage, and control the affairs and business of the Corporation, and to make such rules and regulations as are consistent with the law, with articles of incorporation, or the Bylaws, as they deem best.c.To borrow money or incur indebtedness for the purpose of the Corporation and for that purpose, to cause to be executed and delivered, in the Corporation’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation, or other evidence of debt and securities for them.
To borrow money or incur indebtedness for the purpose of the Corporation and for that purpose, to cause to be executed and delivered, in the Corporation’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation, or other evidence of debt and securities for them.d.To manage in the manner they deem best, all funds and property, real and personal, received, acquired, or earned by the Corporation, and to distribute or dispense them.
To manage in the manner they deem best, all funds and property, real and personal, received, acquired, or earned by the Corporation, and to distribute or dispense them.e.To establish and maintain a cultural center to meet the purposes of the Corporation and to execute all necessary and proper papers in relation to and in connection with, the construction, acquisition, furnishings and maintaining of said facility.
To establish and maintain a cultural center to meet the purposes of the Corporation and to execute all necessary and proper papers in relation to and in connection with, the construction, acquisition, furnishings and maintaining of said facility.Section 2 – Duties
a.To supervise all Officers, Agents, and Employees to ensure that their duties are properly performed.
To supervise all Officers, Agents, and Employees to ensure that their duties are properly performed.b.To cause to be kept, a complete record of all meetings and acts, and present a full statement at not less than one general membership meeting each year, showing in detail the assets and liabilities of the Corporation, and generally the condition of its affairs. Any member shall have the right to inspect the books and records of the Corporation upon reasonable notice to the Board of Directors.
To cause to be kept, a complete record of all meetings and acts, and present a full statement at not less than one general membership meeting each year, showing in detail the assets and liabilities of the Corporation, and generally the condition of its affairs. Any member shall have the right to inspect the books and records of the Corporation upon reasonable notice to the Board of Directors.c.To maintain all Records of the Corporation at the legal office of the Corporation.
To maintain all Records of the Corporation at the legal office of the Corporation.Section 3 – Club Policy Manual
All policies (i.e.: standing rules as defined by Robert’s Rules of Order) of the Club shall be established by the Board of Directors and be in writing . This Policy Manual shall be available to the entire membership. Copies of the manual shall be kept in the Club office, Club Library, and in the Member’s Pub for immediate review.
Article VII
Officers
Section 1 – Election of Officers
Four officers of the Corporation are to be elected for the term of one (1) year by ballot from, and by the general membership. Only present and previous Board of Director members are eligible, and must meet the same eligibility requirements as a Director (Article III, Section 2) and each nomination must be accepted in person.
a.The President shall be the Chief Executive of the Corporation, charged with the duty of supervising all of its function, subject to the orders of the Board of Directors. The President shall be ex officio member of all Standing Committees. The President shall be the spokesperson for the Corporation.
The President shall be the Chief Executive of the Corporation, charged with the duty of supervising all of its function, subject to the orders of the Board of Directors. The President shall be ex officio member of all Standing Committees. The President shall be the spokesperson for the Corporation.b.The Vice President in the President’s absence or in the event of his inability to act, shall perform the duties of the President. The Vice President shall also perform such other functions as the Board of Directors may, from time to time, assign.
The Vice President in the President’s absence or in the event of his inability to act, shall perform the duties of the President. The Vice President shall also perform such other functions as the Board of Directors may, from time to time, assign.c.The Secretary shall conduct the correspondence of the Corporation, issue notices of and keep minutes of all meetings of the Corporation, be Custodian of the records, keep roll of all members and discharge other duties as may be assigned by the Board of Directors or the President.
The Secretary shall conduct the correspondence of the Corporation, issue notices of and keep minutes of all meetings of the Corporation, be Custodian of the records, keep roll of all members and discharge other duties as may be assigned by the Board of Directors or the President.d.The Treasurer shall cause to be collected all membership dues and shall have the care and custody of all funds and property of this Corporation, which shall be disbursed only upon the order of the Board of Directors. The Treasurer shall render special reports whenever requested to do so by the Directors, which may occur quarterly. The Treasurer shall deposit all funds in the name of the Corporation in such bank or banks as may be designated by the Board of Directors.
The Treasurer shall cause to be collected all membership dues and shall have the care and custody of all funds and property of this Corporation, which shall be disbursed only upon the order of the Board of Directors. The Treasurer shall render special reports whenever requested to do so by the Directors, which may occur quarterly. The Treasurer shall deposit all funds in the name of the Corporation in such bank or banks as may be designated by the Board of Directors.Section 2 – Election Vacancy
Any current director being duly elected to an office position shall vacate his remaining term. Said vacancy shall be filled per Article V.
Section 3 – Vacancy of Officers
Should the office of the President become vacant for any reason, the Vice President shall assume the office, for the rest of the remaining term. Should any office other than President become vacant, the Board of Directors shall elect a member of the Board to assume said office for the balance of the unexpired term.
Article VIII
Committees
Section 1 – President
The President shall designate and appoint Committees subject to approval of the Board of Directors. These committees shall include, but are not limited to:
a.Auditing
Auditingb.Club Affairs
Club Affairsc.Club Operations
Club Operationsd.Finance
FinanceSection 2 – Standing Committees
Each Standing Committee shall consist of five (5) members, and shall have its own Chairperson.
Section 3 – Directors
Every Director shall serve on a committee, and or a subcommittee and every committee shall include at least one Director.
Article IX
Auditing Committee
Section 1 – Duties
The Auditing Committee shall examine all the accounts of the Corporation at least once each quarter. It shall ascertain whether the moneys withdrawn from the bank of deposit shall have been withdrawn in accordance with the order of the Board of Directors, and in the manner prescribed by the Bylaws; it shall ascertain whether all funds received by Officers and employees have been properly deposited in the bank of deposit designated by the Board of Directors. The Auditing Committee shall, from time to time, as it may deem necessary, require, from an Officer or Officers of the Corporation, a detailed statement of the transaction or the administration of the affairs and conduct of any Officer it may deem expedient. At the August meeting each year it shall make a written report of its findings, and make recommendations from time to time, either to the members or to the Board of Directors, as it may deem fit for the best interest of the Corporation. If any discrepancy in or misconduct of the affairs of the Officer were found, the Auditing Committee shall forthwith report the same to the Board of Directors and the general membership.
Section 2 – Public Accounting
The accounts of the Officers, together with all warrants, vouchers, canceled checks, and stubs shall be reviewed once a year by a certified public accountant. A certified public accountant shall prepare appropriate tax reports annually.
Article X
Execution of Documents
The Board of Directors may authorize any Agent or Officer to enter into any contract or execute any instrument in the name of, and on behalf of, the Corporation, and this authority may be general or confined to specific instances; and, unless so authorized by the Board of Directors, no Officer, Agent, or other person shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit or to render it liable for any purpose or any amount.
Article XI
Meetings
Section 1 – General Membership
The meeting of the general membership shall be on the first Monday of each month at 8:00 PM at a location to be announced at the previous monthly meeting. A quorum for conducting the meeting shall consist of three (3) percent of the membership.
Section 2 – Special Meetings
A special meeting of the general membership shall be called by the President whenever deemed necessary or whenever called upon to do so by the Board of Directors. Notice of any special meetings shall be sent in writing to each member not less than ten (10) days before the date for such meeting.
Section 3 – Election Meetings
The Annual Election Meeting for Directors and Officers shall take place immediately following the regular December meeting of the general membership.
Section 4 – Board of Directors
Meetings of the Board of Directors shall be held at a time and place designated by the majority of those Directors present at the previous meeting. The Board of Directors shall meet at least once every three (3) months.
Article XII
Amendments
Section 1 – Proposed Amendments
Any proposed amendments shall be presented in writing to the Secretary. The proposed amendments will be read at the next general membership meeting, and seconded, without discussion. At the next general membership meeting or special meeting called for the purpose of following the first meeting, the proposed amendment shall be read for a second time, and opened to discussion. The amendment shall be voted upon at this meeting.
Section 2 – Voting on Amendments
a.An affirmative vote of two-thirds (2/3) of those members in attendance and voting, shall be required in order to amend these Bylaws. All amendments to these Bylaws shall become effective on the following day following the meeting at which the vote is conducted.
An affirmative vote of two-thirds (2/3) of those members in attendance and voting, shall be required in order to amend these Bylaws. All amendments to these Bylaws shall become effective on the following day following the meeting at which the vote is conducted.b.Any issue which is brought to a vote of the general membership, whether in the form of an amendment to the Bylaws, motion, resolution, or otherwise, and is substantially the same form for a period of six (6) months.
Any issue which is brought to a vote of the general membership, whether in the form of an amendment to the Bylaws, motion, resolution, or otherwise, and is substantially the same form for a period of six (6) months.Article XIII
Operational Limitations
Notwithstanding any other provisions of these articles, the Corporation shall not carry on any other activities not permitted to be carried on;
a.By a corporation exempt from Federal Income Tax under Section 501c (2) of the Internal Revenue Code of 1954 (or corresponding provisions of any future United States Internal Revenue Law).
By a corporation exempt from Federal Income Tax under Section 501c (2) of the Internal Revenue Code of 1954 (or corresponding provisions of any future United States Internal Revenue Law).b.By a corporation, contributions to which are deductible under Section 170c (2) of the In Internal Revenue Code of 1954 (or corresponding provisions of any future United States Internal Revenue Law).
By a corporation, contributions to which are deductible under Section 170c (2) of the In Internal Revenue Code of 1954 (or corresponding provisions of any future United States Internal Revenue Law).Article XIV
Dissolution Clause
Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for the purpose of the Corporation in such a manner, or to such an organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501c (3) of the Internal Revenue Code of 1954 (or corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the court of common pleas of the County in which the principle Office of the Corporation is then located, exclusively for such purposes or to such organizations as said court shall determine, which are organized and operated exclusively for such purposes.
Article XV
Rule of Order
Robert’s Rules of Order, latest edition, shall be recognized as the authority governing the meetings of the Club, its Board of Directors, and Committees, in all instances wherein its provisions do not conflict with these bylaws.
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