Polish Arts Club of Buffalo
CONSTITUTION
As amended by vote of the member of the Club on December 12, 2007
Article I
Name
Article II
Purpose
Article III
Membership
Article IV
Meetings
Article V
Elections and Nominations
Article VI
Officers
Article VII
Board of Directors
Article VIII
Duties of Officers
Article IX
Committees and Appointement
Article X
Trusts
Article XI
Amendments
Article XII
Dissolution
ARTICLE I - Name
The name of the organization shall be, "Polish Arts Club of Buffalo. Inc.", a not-for-profit organization
ARTICLE II Purposes
This Club is organized by those interested in the study, promotion and enjoyment of Polish culture for the purposes of:
Bringing an understanding of the universal character of Polish culture to the appreciative attention of its members and community and thus contributing to the cultural enhancement of the whole community
Creating a favorable climate for the understanding and encouragement of the work, both past and present, of Polish and Polish-American artists, writers, and musicians with emphasis on local talent.
Cultivating interest in artistic activities and culture in general by making the Club a meeting place for the exchange of ideas and knowledge that pertain to the fine arts as well at to the various aspects and manifestations of Polish cultural life in America.
Monitoring and supporting the activities of the Polish Room located in the State University of New York at Buffalo.
Granting scholarships to deserving American students of Polish descent interested in the Arts.
Accepting donations and bequests of property. One of the aims of the Club is to have its own home which could be transformed into a cultural center serving the community as a gathering place where a collection of books, pieces of art and other Club property could be housed.
ARTICLE III Membership
Any person interested in the regular activities of the Club is eligible for membership. All members have a vote and are eligible for office.
There shall be SIX Classes of membership Individual - Family - Honorary - Life - Student - Corporate
Individual - Membership begins upon the initial payment of annual dues.
Spouses and their dependent children under 18 years of age. Each spouse has a vote, the children do not. Membership begins upon the initial payment of annual dues, or
A parent and one adult child whose primary residence remains that same as that of the parent. Membership begins upon the initial payment of annual dues.
Honorary - Bestowed by a vote of the membership on individuals who have rendered eminent service to the Polish Culture or to the Club.
Life - Membership begins upon payment of a sum twenty fold greater than the individual annual dues.
Student - Available to full time students possessing a student ID upon payment of student dues.
Corporate - Available to corporate sponsors upon payment of annual dues in amounts and categories set by the Board of Directors.
Candidates shall be considered for Membership upon submission of an application and one year's dues. Dues for a given year shall be set by the Board of Directors.
The names of new members shall be presented by the Membership Secretary to the President at any meeting of the Board of Directors. Each new member shall be notified by mail of the acceptance by the Membership Secretary who will issue a membership card. Names of new members shall be published in the Bulletin.
For member, other than for life members, joining the Club after January 1997, membership shall be for the twelve calendar months with dues due and payable during the anniversary month each year. For members, other than life members, who joined prior to January 1997, the membership shall be annual with dues due and payable in the month of January of each year.
A member in good standing shall be a member who has paid the Club dues for the current year.
Non-payment of dues for six month shall be cause for termination of membership and the mailing of the Club's Bulletin. No elections ballots shall be sent to members who are in arrears with their dues payment on October 15
Every member who for any reason shall cease to be a member, shall return all its property to the Club.
ARTICLE IV - Meetings
The Regular meeting of the Club shall be held normally on the third Wednesday of each month (except in July and August when normally no meetings shall be scheduled) and notice thereof shall be sent out by the Editor of the Bulletin. Special meetings may be called by the President, the membership being notified at least one week prior to the date of the Special meeting.
Quorum - For business other than amendments to the constitution, five percent of the paid up membership in Erie County shall constitute a quorum
Robert's Rules of Order shall govern the conduct of all meetings except when in conflict with the Club's constitution or bylaws.
A portion of each monthly meeting shall be devoted to the discussion and decisions of the Club's current problems, activities and future plans, which shall be subject to approval of the membership present. The balance of the meeting time shall be devoted to cultural and/or artistic presentation in conformity with the purpose of the Club. Program meetings shall also conform to the purposes of the Club.
ARTICLE V - Elections and Nominations
The Annual Election meeting shall be open to members in good standing only and shall take place in January in each year at a place designated by the Board of Directors.
Notice of the time and place of the annual meeting shall be given by the Bulletin or the Recording Secretary to each member one month prior to the annual meeting.
At its September meeting, the Board of Directors shall appoint a chairperson and four members of the ELECTIONS COMMITTEE
By the second Wednesday of October a nominating postcard ballot for Club Officers and vacant Board of Directors positions will be mailed to all members in good standing
Each nominating postcard ballot will entitle the recipient to nominate one individual for each Office and vacant Directorship. Members wishing to nominate individuals for the various posts shall write in their names on the nominating postcard ballot and return it to the Elections Committee by the fouth Saturday of October.
Individuals will be deemed to be eligible for listing on the Club's election ballot provided that the Elections Committee finds they meet the following criteria:
have received a minimum of twelve postcard nominations,
are members in good standing by September 1 of the current year,
are willing to run for the position for which they have been nominated,
prove willing to provide the Elections Committee with a biographical sketch.
In the event that none of the nominated and otherwise eligible individuals meet the first criterion, the otherwise eligible individual receiving the largest number of nominations will be deemed to have been nominated.
The ELECTIONS COMMITTEE shall prepare and mail to all members in good standing, 15 days prior to the Annual Election meeting a voting ballot listing the candidates for each Office and Board of Directors vacancy. A biographical sketch of each candidate shall accompany the ballot. Votes for the candidates will be cast by checking their names on the official Voting Ballot, returning the ballot by mall to the attention of the Elections Committee by the Friday prior to the date of the Annual Election meeting. No provision will be made on the ballot for write-in candidates and no write-in votes will be counted. Ballots postmarked after the designated date shall be null and void. Ballots shall be opened and counted at the Election Meeting in the presence of interested club members. A candidate receiving the plurality of the votes cast, will be duly elected to office.
Officers shall assume their duties immediately upon election. Installation of officers shall take place within 30 days of the election.
ARTICLE VI- Officers
The Officers of this Club shall be: President, First Vice-President, Second Vice-President, Membership Secretary, Financial Secretary. Treasurer and the Immediate Past President. that is the individual who held the Office of President during the preceding year.
ARTICLE VII - Board of Directors
The Board of Directors is the Governing Body. It shall control the Club's property and guide the direction of the Club's affairs between Regular meetings of the Club. The Board of Directors shall consist of six elected officers and the elected directors as well as the Immediate Past President of the Club. Appointed Chairpersons of Standing Committees may be requested to attend the Board meetings in an advisory capacity but have no vote.
The President, Second Vice President the Financial Secretary and three Directors shall be elected for a term of two years in odd years. The First Vice-President, the Treasurer and the Membership Secretary and three Directors shall be elected for a term of two years in even years.
In the event of a vacancy by resignation or otherwise among the officers or Directors, the unexpected term of office shall be filled by appointment, made by the President, with the approval of the Board of Directors.
Three absences within a year from the business meetings of the Board of Directors on the part of any member of the Board, without proper notification, will constitute a resignation. All members of the Board of Directors must attend at least 7 of the 10 meetings per year.
A Steering Committee, comprised of the President, the two Vice-President, the Treasurer and the Financial Secretary shall act for the Board of Directors between its meetings. It shall consider matters to be brought before the Board and make recommendations to Board on a monthly basis.
A Finance Committee, comprised of the President, the Treasurer and the Financial Secretary, shall oversee all financial matters of the Club and shall report to the Steering committee on a monthly basis.
Decisions of the Board of Directors in matters of policy shall constitute, in the absence of any contrary decision by the Club at a general meeting, the Policies of the Board of Directors. The Policies shall be cumulated and a record of them shall be maintained by the Recording Secretary and the Steering Committee.
ARTICLE VIII - Duties of Officers
PRESIDENT - The President, shall preside at all meetings of the Club and shall call special Board or Membership meetings , as deemed necessary. The President shall be an ex-officio member of all committees. At termination of office, the President shall pass all Club documents to the President Elect. After serving as Immediate Past President for a year, donation of correspondence, files, records and reports concerning the Club's activities to the Archives of the Buffalo and Erie County Historical Society is seriously encouraged.
FIRST VICE-PRESIDENT - The First Vice-President shall preside at meetings in the absence of the President
SECOND VICE-PRESIDENT - The Second Vice-President shall preside at meetings in the absence of the President and first Vice-President.
MEMBERSHIP SECRETARY - The Membership Secretary shall:
be responsible for the care of all correspondence with members that is written in the name of the Club
keep an accurate record of all memberships
report on membership status at each meeting of the Board of Directors and
endeavor to enlist new members
keep a record of each item mailed.
At the termination of office, the Corresponding Secretary shall submit all the records to the Archivist.
FINANCIAL SECRETARY - The Financial Secretary shall:
receive all revenues from all sources, and shall deposit them in Club accounts.
shall receive all claims for payment and issue vouchers for such to the Treasurer.
generate balance sheets of income and expenditures for individual Club events and present these to the Finance Committee and the Board of Directors.
TREASURER - The Treasurer shall:
keep records of all income and expenditures and share these with the Finance Committee on a monthly basis.
provide the Board of Directors with a monthly financial report
pay all bills submitted and approved by the Financial Secretary
prepare a projected yearly budget
have the care and custody of ALL funds and properties of the Club except those otherwise provided for, and shall deposit these in the name and to the credit of the Club in such depositories as may be designated by the Club. All Club's properties shall be properly recorded.
Any officer may be removed from office by a two thirds vote of the members present at a Board of Directors meeting provided that the officer in question has been notified of such proposed action at least two weeks prior to said meeting.
ARTICLE IX - Committees and Appointments
The Board of Directors shall have the power to create such Standing Committees as it deems necessary. The term of office of Standing Committees shall coincide with that of the Board of Directors. Standing Committees' chairpersons shall be appointed by the President with the approval of the Board of Directors. The Standing Committees of Club may include but not be limited to the following: Hospitality, Membership, Polish Room, Program, Public Relations, , Sunshine.
The Chairpersons of Standing Committees shall submit an annual report of their Committees' activities at the annual meeting It shall be the duty of each chairperson to prepare, reports of the committee's work.
The President, subject to the approval of the Board of Directors, shall have the power of creating task oriented Ad Hoc Committees. Upon the creation of such a Committee, the President shall present it with its charge. The term of office of such Committees shall terminate with the completion of the task or presentation of a report, but will not extend beyond the term of office of the Board of Directors.
The Editor of the Bulletin, and an Archivist shall be appointed by the President with the approval of the Board of Directors.
A Recording Secretary shall be appointed by the President with the approval of the Board of Directors and shall be an ex-officio member of the Board of Directors. The Recording Secretary shall:
keep a complete and accurate record of all proceedings and all business meetings of the Club and of its Board of Directors.
distribute copies of the Minutes of Club business meetings and of Board of Directors meetings to the Editor of the Bulletin and to members of the Board of Directors prior to their next meeting.
have the custody of all records pertaining to their office and at the expiration of their term of office, shall turn over all such records in their possession to their successor in office.
ARTICLE X - Trusts
A scholarship trust, entitled the Polish Arts Club of Buffalo, Inc. Scholarship Foundation, shall provide educational scholarships to students of Polish background who are studying the fine arts and who are enrolled in an accredited college or university, at the grade level of juniors or above. Established with an initial donation of twenty-five thousand dollars ($25,000.00), the Trust may receive donations.
The Trust shall be administered by three Trustees appointed by the Club's Board of Directors. The Trustees shall serve at the pleasure of the Board of Directors of the Club. They may be removed and/or replaced by a majority vote of the Board of Directors of the Club.
The Trustees shall render accounts of their transactions to the Club at least annually.
The Trust may be amended by submission of a written proposal signed by at least two members of the Club, approval by a majority of the Board of Directors of the Club, and subsequent approval by two-thirds of the members present at a general meeting after notice of the proposed action is mailed to the members of the Club by the Editor of the Bulletin or by the recording Secretary at least 10 days prior to the general meeting.
The Trust may be terminated by action of the Board of Directors of the Club followed by a two-thirds vote of the members present at a general meeting after notice of the proposed action is mailed to the members of the Club by the Editor of the Bulletin or by the recording Secretary at least 10 days prior to the general meeting. Upon such termination, or the dissolution of the Club, the Trustees shall promptly distribute the entire trust fund to qualified recipients under the terms of the Trust.
ARTICLE XI- Amendments
This constitution may be amended or additional articles adopted in the following manner: The proposed amendment shall be submitted in writing, signed by at least two members in good standing. It shall be read at the next meeting of the Board of Directors, and, if approved by the Board, at the next regular meeting of the Club. A two thirds vote of members present shall be required for adoption. Notice of the proposed amendment shall be mailed to the members of the Club by the Editor of the Bulletin or by the Recording Secretary. The quorum for consideration of amendments to the constitution shall be ten percent of the paid up membership in Erie County.
ARTICLE XII - Dissolution
In the event of the Club's dissolution or its winding-up, all the Club's assets remaining after payments of the Club's liabilities shall be distributed to tax exempt charitable organizations.
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