BY-LAWS OF MALËSIA E MADHE
TABLE OF CONTENTS
- Article I – Name and Purposes
- Article II – Policies
- Article III – Membership
- Article IV – Meetings
- Article V – Board of Directors
- Article VI – Board Officers
- Article VII – Committees
- Article VIII – General Management of the Corporation
- Article IX – Financial Management
- Article X – Amendments
- Article XI – Conflict of Interest
- Article XII – Dissolution of the Corporation
ARTICLE I – Name and the Purpose
Section 1: The name of the organization shall be Malesia e Madhe, Inc., hereinafter referred to as “MM” or the “Corporation,” a non-profit corporation in compliance with the Non-Profit Corporation Law in the State of Michigan.
Section 2: Malesia e Madhe has been established to foster, support and advance the cultural
and educational programs for all Albanian peoples. The objective is to strengthen and promote their mutual ideals
and interest in accordance with the views of MM’s members. In carrying out these tasks, MM shall remain an independent
organization and represent only the views of its members. Furthermore, Malesia e Madhe was established to meet the
pressing needs of the Albanian community, which include economic and medical assistance to needy families in Albania and
Montenegro. MM strives to build a strong and cohesive sense within the Albanian community and maintain Albanian identity. It
initiates community-wide cultural and educational programs, brings together the Albanian population in cooperation with all
religious sects, for a multiple supportive purpose, which includes all ages and all persuasions. It assures that the Albanian
cultural values will continue to grow in the United States for our children and grandchildren and the extended Albanian community
throughout the world.
Section 3: The organization shall conduct and/or sponsor programs, projects and activities designed to support its purpose and objectives.
ARTICLE II – Policies
Section 1: The Corporation shall not be for profit. No part of the earnings
of the Corporation shall inure to the benefit of, or be distributed to, its members, officers,
directors, or other private persons, except that the Corporation shall be authorized and empowered
to disperse funds that are reasonable in the furtherance of the purpose and objectives set forth in these By-Laws.
Section 2: Unless otherwise authorized by the Board of Directors, no member of MM can represent MM
through exchange of dialogue with the media, government officials, or other institutions.
Section 3: The Corporation shall be non-sectarian.
ARTICLE III – Membership
Section 1: Membership shall consist of the board of directors and any interested persons who will provide financial support to MM.
Section 2: Individuals or organizations who provide annual support to MM are contributors.
Section 3: Contributors who applied for membership and who pay annual dues are considered members
in good standing. In setting dues, the Board may create different categories of membership recognition depending upon
the amount of dues paid.
Section 4: Membership must be renewed on a yearly basis through payments of dues.
ARTICLE IV – Meetings
Section 1: The Board of Directors shall set the time and place of all meetings.
Section 2: he Board of Directors shall schedule the dates, time and place of MM’s regular meetings.
Section 3: The Board of Directors shall schedule the time, date and place of MM’s Annual meeting.
Section 4: The Chair or other members of the Board of Directors may call special meetings as needed.
Section 5: Notice of each meeting shall be given to each voting member by mail, e-mail or telephone,
not less than ten days before the meeting.
ARTICLE V – Board of Directors
Section 1: The Board is responsible for overall policy and direction of the Corporation and delegates'
responsibility for the day-to-day operations to the Council Director and subordinate committees. The Board shall have up
to 15 members, but no more than 25.
Section 2: The Board shall meet as needed with an agreed upon time and place.
Section 3: The election of new or re-election of current directors will occur as the first order of
business at the second year meeting of the corporation. Directors will be elected by a majority vote of the current members.
Section 4: All Board members shall serve a 2-year term and are eligible for re-election.
Section 5: A quorum of at least 75 percent of the Board members must be present before business can be transacted
or motions made or passed.
Section 6: An official Board meeting requires that each Board member have written notices two weeks in advance; said
notice will include the scheduled agenda.
Section 7: There shall be five officers of the Board consisting of a Chair, Vice Chair, Secretary and 2 Treasurers.
Their duties are as follows:
- a) The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive
committee to preside at each meeting in the following order: Vice-Chair, Secretary and Treasurers.
- b) The Vice-Chair will chair committees on special subjects as designated by the Board.
- c) The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at
all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and
assuring that corporate records are maintained.
- d) The Treasurers shall make a report at each Board meeting. Treasurers shall chair the finance committee, assist in the preparation
of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
Section 8: When a vacancy on the Board exists, the Secretary may receive nominations for the members from present Board
members weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting
announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the completion of that particular Board
member's term.
Section 9: Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped
for excess absences from the Board if he/she has had three unexcused absences from Board meetings in a year. A Board member may be removed
for stated reasons by a three-fourths vote of the remaining directors.
Section 10: Special meetings of the Board shall be called upon the request of the Chair or a one-third consensus of the
Board. The Secretary shall send out notice of special meetings to each Board member postmarked two weeks in advance.
Section 11: All Board members shall serve without compensation, however the Board of Directors may be provided
reimbursement of reasonable expenses incurred by Directors in the performance of their normal or special duties.
Section 12: The Chairman of the Board of Directors shall preside at all meetings of the Board in which he is present;
in the event of the absence of the Chairman at any meeting the Vice Chairman shall preside as Acting Chairman.
ARTICLE VI – Board Officers
Section 1: The Board of Directors, from among its own Board members, shall appoint the following Officers:
a. Chairman of the Board;
b. Vice Chairmen;
c. Two Treasurers; and
d. Secretary.
Section 2: The Board officers may elect other officers, as deemed necessary, for a specific project or activity.
Section 3: Any Officer of the Board of Directors may be removed from office, with or without cause
, by two-thirds vote of the Board of Directors at any meeting at which a quorum is present, providing the Officer has
been given notice, in writing, of the contemplated action of the Board. Removal of an Officer does not constitute removal
as Directors unless such action has been effected in accordance with the by-laws of this organization.
ARTICLE VII – Committees
Section 1: The Board may create committees, as needed, for such reasons as fundraising, humanitarian assistance,
educational programs, housing, etc. The Board Chairman will appoint all committee chairs.
Section 2: The five officers shall serve as the members of the Executive Committee. Except for the power to amend
the Articles of Corporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors
in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
Section 3: The Finance Committee shall have cognizance over the finances of the Corporation and shall have the duty and responsibility to oversee the handling of all funds, securities and accounts and the fiscal recording, accounting and reporting procedures thereof. The Treasurers are chairs of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board. 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. All matters relating to funds must be reported promptly to the Executive Committee and the Board of Directors.
The Financial Committee shall develop and recommend to the Board of Directors plans and programs for members to develop fund-raising activities; monitor and evaluate the Corporation’s plan and programs for membership development and fund-raising and the staff’s effectiveness in the implementation thereof; and, with all Directors, actively participate in membership development and fund-raising programs.
Section 4: The Executive Committee shall consist of the following members: Chairman of the Board, the Two Vice Chairmen
of the Board, Two Treasurers, and the Secretary. This committee is empowered to receive gifts and bequests of money and
property from individuals, partnerships, corporations or other entities. Named fund through current or deferred gifts is a
good way to leave a lasting legacy. Donors can assure that Albanian issues can continue from one generation to the next.
Section 5: Family activities shall be organized to offer increased opportunities for families to meet, have fun
together, and participate in a variety of activities such as holiday celebrations, theater, concerts, recreational outings, family
fun days, social action projects, and sporting events. Albanian culture, literature, Bilingual Education, and values shall be
incorporated into various programs.
Section 6: The Chair, Vice Chair or other Board members have the right to sign and authorize the checks.
ARTICLE VIII – General Management of the Corporation
Section 1: All Directors and Officers shall discharge the duties of their respective positions in good faith and with
the degree of diligence, care and skill which ordinarily prudent persons would exercise under similar circumstances in like positions.
Section 2: The Board of Directors is vested with the full powers for the governance and general management of the Corporation. The Board shall without limitation:
a. Have supervisory authority and control over all business, assists, property and affairs of the Corporation;
b. Establish policies and approve programs for the attainment of the objectives of the Corporation;
c. Establish policies and guidance for the management of all of the operations of the Corporation and review management’s performance in execution thereof;
d. Act as the fiscal steward of the Corporation: review and approve budgets and financial plan; authorize the disbursement of funds; insure the establishment of effective procedures for fiscal control and
e. Fiscal management; insure timely and responsive financial reporting; reviewing the financial reports on a regular basis;
f. Assist and cooperate in fund-raising and membership development activities and programs;
g. Ratify substantive actions and decisions of the Executive Committee exercising the power of the Board in the intervals between the Regular Meeting of the Board;
h. Elect such Officers and establish such Committees as are necessary for the conduct of the affairs of the Corporation;
i. Perform such other duties and responsibilities as prescribed in these by-laws or as may be required to fulfill the full powers for the governance and the general management of the Corporation.
Section 2 (Continued.): The Executive Committee shall exercise the authority and responsibility of the board of directors during the intervals between Meetings of the board, except as restricted by law, these By-Laws or the Board of Directors. The Executive Committee shall:
a. In exercising its powers, be charged with the authority and responsibility for the implementation of the policies and directives of the board of Directors for the governance and general management of the Corporation (policies duly established by the Board Directors may not be countermanded by the Executive Committee);
b. Serve as the principal supervising and monitoring agency of the board of directors in all financial and operational activities of the Corporation;
c. Serve as the principal advisory to the board of directors in all matters relating to the management of the Corporation;
d. Perform such other duties and responsibilities as prescribed in these By-Laws/or as directed by the Board of Directors.
e. Maintain effective relations with educational and cultural organizations and institutions for the conduct of the Corporation’s programs;
Section 3: The Chairman of the Board shall be the chief executive of the Corporation. The Chairman shall:
a. Insure the implementation of the policies and decisions of the Board of Directors and the Executive Committee for the governance and general management of the Corporation;
b. Provide guidance, direction and leadership to the officers of the Corporation for the implementation of the policies and decisions of the board of Directors and the Executive Committee;
c. Serve as a chairman of the Executive committee;
d. Preside at all meetings of the board of Directors and of the Executive Committee at which the chairman is present;
e. Make a report to the Board of Directors at the Annual Meeting of the Board, evaluating process, directions and organizational strength of the Corporation;
f. Formulate, with the Board and other Executive members, and have published and distributed the agenda for all meetings of the board and of the Executive Committee;
g. Perform such other duties and responsibilities as prescribed in these By-Laws/or directed by the Board of Directors;
h. The President shall be responsible for the maintenance and supervision of all financial records, accounts, as provided in these By-Laws.
Section 4: The Vice Chairman of the Board of directors shall serve as a member of the Executive Committee and
shall perform other duties and responsibilities as may be directed by the Board of directors or the corporation.
Section 5: The Treasurers shall have supervisory authority over all of the funds, securities and accounts of the corporation and over the maintenance of all records in regard thereof. The Treasurers shall:
a. Insure the implementation of proper fiscal recording and accounting procedures and full and accurate reporting procedures;
b. Supervise the disbursement of all funds as directed by the Board of Directors;
c. Sign checks of the Corporation in accordance with the procedures established in accordance with the By-laws of this Corporation;
d. Maintain, with the Finance Committee, oversight of the management funds of the Corporation; make timely reports, to the Executive Committee and the Board of Directors, of any significant developments or trends in the management of those funds, particularly as related to the objectives and guidelines established by the Board of Trustees for the management of invested funds;
e. Serve as a Chairman of the Finance Committee;
f. Render a report to the Board of Trustees at the Annual Meeting of the Board;
g. Perform such other duties and responsibilities as prescribed in these By-Laws and/or as may be directed by the Board of directors, the Chairman and/or the Executive Committee.
Section 6: The Secretary shall:
a. Keep the minutes of the meeting of the Members of the Corporation and the meeting of the board of directors; supervise the preparation and filing of the minutes in the respective minute book maintained with the records of the corporation; sign and have authenticated the minutes of such Meeting;
b. Sign and/or attest such instruments as is required by law or authorized by the board of directors;
c. Safeguard the Seal of the Corporation in the office of the Corporation;
d. Affix or cause to be affixed the Seal of the Corporation to all instruments requiring same when so authorized by the Board of directors;
e. Perform such other duties and responsibilities as prescribed in these By-Laws and/or as may be directed by the Board of Trustees, the Chairman and/or the Executive Committee.
ARTICLE IX – Financial Management
Section 1: The fiscal year of the Corporation shall begin on July 1, and end on June 30 of each year.
All financial reports of the Corporation shall be made on the fiscal year basis.
Section 2: The Corporation shall operate on the basis of a balanced budget in both restrictive and unrestricted
current operations and shall not incur deficits.
Section 3: All funds and all securities shall be deposited in the name of the Corporation as the Board of Trustees
may designate.
ARTICLE X – Amendments
Section 1: These Bylaws may be amended when necessary by a two-third majority of the Board of Directors. Proposed
amendments must be submitted to the Secretary to be sent out with regular Board announcements. Any member of the Board of Directors
may propose amendments to these by-laws by forwarding it to the Chairman who shall promptly provide copies to all Directors.
ARTICLE XI – Conflict of Interest
Section 1: A conflict of interest arises when a person in a position of authority in MM, such as a Director, Officer,
Manager or Committee Chairperson, may benefit personally from a decision they could make.
Section 2: Violations of the Conflict of Interest policy is established when the Board of Directors, Officers,
Managers or Committee Chairpersons have reasonable cause to believe that a member has failed to disclose actual or possible conflicts
of interest in the course of their duties. The Board shall inform the member of the basis for such belief and afford the member an
opportunity to explain the alleged failure to disclose. If after hearing the member’s response and after making further investigation
as warranted by the circumstances, the governing Board or Committee determines the member has failed to disclose an actual or possible
conflict of interest, it shall take appropriate disciplinary and corrective action up to the removal from office and membership.
Section 3: The Procedure for Addressing the Conflict of Interest shall be as follows:
a. An interested person may make a presentation to the Board of Directors or Committee meeting regarding the violation. After the presentation, the interested person shall leave the meeting during the discussion of and voting on the transaction or arrangement involving the possible conflict of interest.
b. The Chairperson of the Board of Directors or Committee Chairperson shall, if appropriate, appoint a disinterested person or Committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the Board of Directors or Committee shall determine whether the organization can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement isn’t reasonably possible under circumstances not producing a conflict of interest, the Board of Directors shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization's best interest, for its own benefit and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
e. If a violation of conflict of interest has been determined, the Board by a two-thirds majority should vote to expel the guilty party from office and membership and if appropriate seek legal relief for damages.
These By-laws were approved at a meeting of the Board of Directors on May 2002.
ARTICLE XII – Dissolution of the Corporation
Section 1: Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes
within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or
shall be distributed to the federal government, or to a state or local government, for a public purpose.
BY-LAWS OF MALËSIA E MADHE
TABLE OF CONTENTS
- Article I – Name and Purposes
- Article II – Policies
- Article III – Membership
- Article IV – Meetings
- Article V – Board of Directors
- Article VI – Board Officers
- Article VII – Committees
- Article VIII – General Management of the Corporation
- Article IX – Financial Management
- Article X – Amendments
- Article XI – Conflict of Interest
- Article XII – Dissolution of the Corporation
ARTICLE I – Name and the Purpose
Section 1: The name of the organization shall be Malesia e Madhe, Inc., hereinafter referred to as “MM” or the “Corporation,” a non-profit corporation in compliance with the Non-Profit Corporation Law in the State of Michigan.
Section 2: Malesia e Madhe has been established to foster, support and advance the cultural
and educational programs for all Albanian peoples. The objective is to strengthen and promote their mutual ideals
and interest in accordance with the views of MM’s members. In carrying out these tasks, MM shall remain an independent
organization and represent only the views of its members. Furthermore, Malesia e Madhe was established to meet the
pressing needs of the Albanian community, which include economic and medical assistance to needy families in Albania and
Montenegro. MM strives to build a strong and cohesive sense within the Albanian community and maintain Albanian identity. It
initiates community-wide cultural and educational programs, brings together the Albanian population in cooperation with all
religious sects, for a multiple supportive purpose, which includes all ages and all persuasions. It assures that the Albanian
cultural values will continue to grow in the United States for our children and grandchildren and the extended Albanian community
throughout the world.
Section 3: The organization shall conduct and/or sponsor programs, projects and activities designed to support its purpose and objectives.
ARTICLE II – Policies
Section 1: The Corporation shall not be for profit. No part of the earnings
of the Corporation shall inure to the benefit of, or be distributed to, its members, officers,
directors, or other private persons, except that the Corporation shall be authorized and empowered
to disperse funds that are reasonable in the furtherance of the purpose and objectives set forth in these By-Laws.
Section 2: Unless otherwise authorized by the Board of Directors, no member of MM can represent MM
through exchange of dialogue with the media, government officials, or other institutions.
Section 3: The Corporation shall be non-sectarian.
ARTICLE III – Membership
Section 1: Membership shall consist of the board of directors and any interested persons who will provide financial support to MM.
Section 2: Individuals or organizations who provide annual support to MM are contributors.
Section 3: Contributors who applied for membership and who pay annual dues are considered members
in good standing. In setting dues, the Board may create different categories of membership recognition depending upon
the amount of dues paid.
Section 4: Membership must be renewed on a yearly basis through payments of dues.
ARTICLE IV – Meetings
Section 1: The Board of Directors shall set the time and place of all meetings.
Section 2: he Board of Directors shall schedule the dates, time and place of MM’s regular meetings.
Section 3: The Board of Directors shall schedule the time, date and place of MM’s Annual meeting.
Section 4: The Chair or other members of the Board of Directors may call special meetings as needed.
Section 5: Notice of each meeting shall be given to each voting member by mail, e-mail or telephone,
not less than ten days before the meeting.
ARTICLE V – Board of Directors
Section 1: The Board is responsible for overall policy and direction of the Corporation and delegates'
responsibility for the day-to-day operations to the Council Director and subordinate committees. The Board shall have up
to 15 members, but no more than 25.
Section 2: The Board shall meet as needed with an agreed upon time and place.
Section 3: The election of new or re-election of current directors will occur as the first order of
business at the second year meeting of the corporation. Directors will be elected by a majority vote of the current members.
Section 4: All Board members shall serve a 2-year term and are eligible for re-election.
Section 5: A quorum of at least 75 percent of the Board members must be present before business can be transacted
or motions made or passed.
Section 6: An official Board meeting requires that each Board member have written notices two weeks in advance; said
notice will include the scheduled agenda.
Section 7: There shall be five officers of the Board consisting of a Chair, Vice Chair, Secretary and 2 Treasurers.
Their duties are as follows:
- a) The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive
committee to preside at each meeting in the following order: Vice-Chair, Secretary and Treasurers.
- b) The Vice-Chair will chair committees on special subjects as designated by the Board.
- c) The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at
all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and
assuring that corporate records are maintained.
- d) The Treasurers shall make a report at each Board meeting. Treasurers shall chair the finance committee, assist in the preparation
of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
Section 8: When a vacancy on the Board exists, the Secretary may receive nominations for the members from present Board
members weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting
announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the completion of that particular Board
member's term.
Section 9: Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped
for excess absences from the Board if he/she has had three unexcused absences from Board meetings in a year. A Board member may be removed
for stated reasons by a three-fourths vote of the remaining directors.
Section 10: Special meetings of the Board shall be called upon the request of the Chair or a one-third consensus of the
Board. The Secretary shall send out notice of special meetings to each Board member postmarked two weeks in advance.
Section 11: All Board members shall serve without compensation, however the Board of Directors may be provided
reimbursement of reasonable expenses incurred by Directors in the performance of their normal or special duties.
Section 12: The Chairman of the Board of Directors shall preside at all meetings of the Board in which he is present;
in the event of the absence of the Chairman at any meeting the Vice Chairman shall preside as Acting Chairman.
ARTICLE VI – Board Officers
Section 1: The Board of Directors, from among its own Board members, shall appoint the following Officers:
a. Chairman of the Board;
b. Vice Chairmen;
c. Two Treasurers; and
d. Secretary.
Section 2: The Board officers may elect other officers, as deemed necessary, for a specific project or activity.
Section 3: Any Officer of the Board of Directors may be removed from office, with or without cause
, by two-thirds vote of the Board of Directors at any meeting at which a quorum is present, providing the Officer has
been given notice, in writing, of the contemplated action of the Board. Removal of an Officer does not constitute removal
as Directors unless such action has been effected in accordance with the by-laws of this organization.
ARTICLE VII – Committees
Section 1: The Board may create committees, as needed, for such reasons as fundraising, humanitarian assistance,
educational programs, housing, etc. The Board Chairman will appoint all committee chairs.
Section 2: The five officers shall serve as the members of the Executive Committee. Except for the power to amend
the Articles of Corporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors
in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
Section 3: The Finance Committee shall have cognizance over the finances of the Corporation and shall have the duty and responsibility to oversee the handling of all funds, securities and accounts and the fiscal recording, accounting and reporting procedures thereof. The Treasurers are chairs of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board. 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. All matters relating to funds must be reported promptly to the Executive Committee and the Board of Directors.
The Financial Committee shall develop and recommend to the Board of Directors plans and programs for members to develop fund-raising activities; monitor and evaluate the Corporation’s plan and programs for membership development and fund-raising and the staff’s effectiveness in the implementation thereof; and, with all Directors, actively participate in membership development and fund-raising programs.
Section 4: The Executive Committee shall consist of the following members: Chairman of the Board, the Two Vice Chairmen
of the Board, Two Treasurers, and the Secretary. This committee is empowered to receive gifts and bequests of money and
property from individuals, partnerships, corporations or other entities. Named fund through current or deferred gifts is a
good way to leave a lasting legacy. Donors can assure that Albanian issues can continue from one generation to the next.
Section 5: Family activities shall be organized to offer increased opportunities for families to meet, have fun
together, and participate in a variety of activities such as holiday celebrations, theater, concerts, recreational outings, family
fun days, social action projects, and sporting events. Albanian culture, literature, Bilingual Education, and values shall be
incorporated into various programs.
Section 6: The Chair, Vice Chair or other Board members have the right to sign and authorize the checks.
ARTICLE VIII – General Management of the Corporation
Section 1: All Directors and Officers shall discharge the duties of their respective positions in good faith and with
the degree of diligence, care and skill which ordinarily prudent persons would exercise under similar circumstances in like positions.
Section 2: The Board of Directors is vested with the full powers for the governance and general management of the Corporation. The Board shall without limitation:
a. Have supervisory authority and control over all business, assists, property and affairs of the Corporation;
b. Establish policies and approve programs for the attainment of the objectives of the Corporation;
c. Establish policies and guidance for the management of all of the operations of the Corporation and review management’s performance in execution thereof;
d. Act as the fiscal steward of the Corporation: review and approve budgets and financial plan; authorize the disbursement of funds; insure the establishment of effective procedures for fiscal control and
e. Fiscal management; insure timely and responsive financial reporting; reviewing the financial reports on a regular basis;
f. Assist and cooperate in fund-raising and membership development activities and programs;
g. Ratify substantive actions and decisions of the Executive Committee exercising the power of the Board in the intervals between the Regular Meeting of the Board;
h. Elect such Officers and establish such Committees as are necessary for the conduct of the affairs of the Corporation;
i. Perform such other duties and responsibilities as prescribed in these by-laws or as may be required to fulfill the full powers for the governance and the general management of the Corporation.
Section 2 (Continued.): The Executive Committee shall exercise the authority and responsibility of the board of directors during the intervals between Meetings of the board, except as restricted by law, these By-Laws or the Board of Directors. The Executive Committee shall:
a. In exercising its powers, be charged with the authority and responsibility for the implementation of the policies and directives of the board of Directors for the governance and general management of the Corporation (policies duly established by the Board Directors may not be countermanded by the Executive Committee);
b. Serve as the principal supervising and monitoring agency of the board of directors in all financial and operational activities of the Corporation;
c. Serve as the principal advisory to the board of directors in all matters relating to the management of the Corporation;
d. Perform such other duties and responsibilities as prescribed in these By-Laws/or as directed by the Board of Directors.
e. Maintain effective relations with educational and cultural organizations and institutions for the conduct of the Corporation’s programs;
Section 3: The Chairman of the Board shall be the chief executive of the Corporation. The Chairman shall:
a. Insure the implementation of the policies and decisions of the Board of Directors and the Executive Committee for the governance and general management of the Corporation;
b. Provide guidance, direction and leadership to the officers of the Corporation for the implementation of the policies and decisions of the board of Directors and the Executive Committee;
c. Serve as a chairman of the Executive committee;
d. Preside at all meetings of the board of Directors and of the Executive Committee at which the chairman is present;
e. Make a report to the Board of Directors at the Annual Meeting of the Board, evaluating process, directions and organizational strength of the Corporation;
f. Formulate, with the Board and other Executive members, and have published and distributed the agenda for all meetings of the board and of the Executive Committee;
g. Perform such other duties and responsibilities as prescribed in these By-Laws/or directed by the Board of Directors;
h. The President shall be responsible for the maintenance and supervision of all financial records, accounts, as provided in these By-Laws.
Section 4: The Vice Chairman of the Board of directors shall serve as a member of the Executive Committee and
shall perform other duties and responsibilities as may be directed by the Board of directors or the corporation.
Section 5: The Treasurers shall have supervisory authority over all of the funds, securities and accounts of the corporation and over the maintenance of all records in regard thereof. The Treasurers shall:
a. Insure the implementation of proper fiscal recording and accounting procedures and full and accurate reporting procedures;
b. Supervise the disbursement of all funds as directed by the Board of Directors;
c. Sign checks of the Corporation in accordance with the procedures established in accordance with the By-laws of this Corporation;
d. Maintain, with the Finance Committee, oversight of the management funds of the Corporation; make timely reports, to the Executive Committee and the Board of Directors, of any significant developments or trends in the management of those funds, particularly as related to the objectives and guidelines established by the Board of Trustees for the management of invested funds;
e. Serve as a Chairman of the Finance Committee;
f. Render a report to the Board of Trustees at the Annual Meeting of the Board;
g. Perform such other duties and responsibilities as prescribed in these By-Laws and/or as may be directed by the Board of directors, the Chairman and/or the Executive Committee.
Section 6: The Secretary shall:
a. Keep the minutes of the meeting of the Members of the Corporation and the meeting of the board of directors; supervise the preparation and filing of the minutes in the respective minute book maintained with the records of the corporation; sign and have authenticated the minutes of such Meeting;
b. Sign and/or attest such instruments as is required by law or authorized by the board of directors;
c. Safeguard the Seal of the Corporation in the office of the Corporation;
d. Affix or cause to be affixed the Seal of the Corporation to all instruments requiring same when so authorized by the Board of directors;
e. Perform such other duties and responsibilities as prescribed in these By-Laws and/or as may be directed by the Board of Trustees, the Chairman and/or the Executive Committee.
ARTICLE IX – Financial Management
Section 1: The fiscal year of the Corporation shall begin on July 1, and end on June 30 of each year.
All financial reports of the Corporation shall be made on the fiscal year basis.
Section 2: The Corporation shall operate on the basis of a balanced budget in both restrictive and unrestricted
current operations and shall not incur deficits.
Section 3: All funds and all securities shall be deposited in the name of the Corporation as the Board of Trustees
may designate.
ARTICLE X – Amendments
Section 1: These Bylaws may be amended when necessary by a two-third majority of the Board of Directors. Proposed
amendments must be submitted to the Secretary to be sent out with regular Board announcements. Any member of the Board of Directors
may propose amendments to these by-laws by forwarding it to the Chairman who shall promptly provide copies to all Directors.
ARTICLE XI – Conflict of Interest
Section 1: A conflict of interest arises when a person in a position of authority in MM, such as a Director, Officer,
Manager or Committee Chairperson, may benefit personally from a decision they could make.
Section 2: Violations of the Conflict of Interest policy is established when the Board of Directors, Officers,
Managers or Committee Chairpersons have reasonable cause to believe that a member has failed to disclose actual or possible conflicts
of interest in the course of their duties. The Board shall inform the member of the basis for such belief and afford the member an
opportunity to explain the alleged failure to disclose. If after hearing the member’s response and after making further investigation
as warranted by the circumstances, the governing Board or Committee determines the member has failed to disclose an actual or possible
conflict of interest, it shall take appropriate disciplinary and corrective action up to the removal from office and membership.
Section 3: The Procedure for Addressing the Conflict of Interest shall be as follows:
a. An interested person may make a presentation to the Board of Directors or Committee meeting regarding the violation. After the presentation, the interested person shall leave the meeting during the discussion of and voting on the transaction or arrangement involving the possible conflict of interest.
b. The Chairperson of the Board of Directors or Committee Chairperson shall, if appropriate, appoint a disinterested person or Committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the Board of Directors or Committee shall determine whether the organization can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement isn’t reasonably possible under circumstances not producing a conflict of interest, the Board of Directors shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization's best interest, for its own benefit and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
e. If a violation of conflict of interest has been determined, the Board by a two-thirds majority should vote to expel the guilty party from office and membership and if appropriate seek legal relief for damages.
These By-laws were approved at a meeting of the Board of Directors on May 2002.
ARTICLE XII – Dissolution of the Corporation
Section 1: Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes
within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or
shall be distributed to the federal government, or to a state or local government, for a public purpose.
