POLISH ARTS CLUB OF BUFFALO, INC. BYLAWS
As amended by vote of the members of the Club on January 18, 2017
ARTICLE I– Name
The name of the organization shall be, “Polish Arts Club of Buffalo, Inc.”, a not-for-profit corporation.
ARTICLE II– Purposes
This Club is organized by those interested in the study, promotion and enjoyment of Polish culture for the purposes of:
1. 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.
2. 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.
3. 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 as to the various aspects and manifestations of Polish cultural life in America.
4. Monitoring and supporting the activities of the Polish Room located in the Lockwood Library at the State University of New York at Buffalo.
5. Granting scholarships to deserving American students of Polish ancestry pursuing an undergraduate or graduate degree in the visual or performing arts.
6. Accepting donations or 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
1. Any person interested in the regular activities of the Club is eligible for membership. All members have a vote and are eligible for office.
2. There shall be SIX classes of membership:
- Individual: membership begins upon the initial payment of annual dues
- Family: 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 the 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.
3. 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.
4. 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 Newsletter.
5. For members, other than life members, the membership shall be annual with dues due and payable on January 31. However, student membership shall be for the academic year (July 1 – June 30) with dues due and payable on August 31.
6. A member in good standing shall be a member who has paid the Club dues for the current year.
7. Non-payment of dues for six months shall be cause for termination of membership and the mailing of the Club’s Newsletter. No elections ballots shall be sent to members who are in arrears with their dues payment on September 1.
8. Every person who for any reason shall cease to be a member, shall return all its property to the Club.
ARTICLE IV- Meetings
1. The regular meeting of the Club shall be held normally on the third Wednesday of each month (except in June, July and August when normally no meetings shall be scheduled) and notice thereof shall be sent out by the editor of the Newsletter. A program may be scheduled in June, July or August to compensate for an emergency cancellation during the previous year or to schedule a program that is not feasible at any other time. Special meetings may be called by the President, the membership being notified at least one week prior to the date of the special meeting.
2. Quorum: For business other than amendments to the bylaws, five percent of the paid up membership shall constitute an quorum.
3. Roberts’ Rules of Order shall govern the conduct of all meetings except when in conflict with the Club’s bylaws.
4. A portion of each monthly meeting shall be devoted to the discussion and decision of the Club’s current problems, activities and future plans, which shall be subject to the approval of the membership present. The balance of the meeting time shall be devoted to a cultural and/or artistic presentation in conformity with the purpose of the Club.
ARTICLE V– Elections and Nominations
1. The Annual Election Meeting shall be open to members in good standing only and shall take place in December of each year at a place designated by the Board of Directors.
2. Notice of the time and place of the Annual Election Meeting shall be published in the News letter at least one month prior to the Annual Election Meeting.
3. At its September meeting, the Board of Directors shall appoint a chairperson and four members of the Elections Committee.
4. By the second Wednesday of October, a nominating ballot for Club Officers and Directors whose positions are expiring will be mailed to all members in good standing.
5. Each nominating ballot will entitle the recipient to nominate one individual for each office and Directorship with a term expiring at that time. Members wishing to nominate individuals for the various posts shall write in their names on the nominating ballot and mail it to the Elections Committee in an envelope postmarked by the fourth Saturday of October.
6. Individuals will be deemed to be eligible for listing on the Club’s election ballot provided that the Elections Committee finds that they meet the following criteria:
- Have received a minimum of six 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 individual receiving the largest number of nominations for each office and directorship and meeting the other criteria will be deemed to have been nominated and elected to that office or directorship.
7. 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 and mailing the ballot to the Elections Committee in an envelope postmarked 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 Annual Election Meeting in the presence of interested Club members. A candidate receiving the plurality of votes cast will be duly elected to office.
8. The newly elected officers and directors shall assume their duties at the start of the fiscal year.
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
1. The Board of Directors is the governing body of the Club. 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 Board meetings in an advisory capacity but have no vote.
2. 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, the Membership Secretary and three Directors shall be elected for a term of two years in even years.
3. In the event of a vacancy by resignation or otherwise among the officers or directors, the unexpired term of office shall be filled by appointment, made by the President, with the approval of the Board of Directors.
4. 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 unless excused by the President.
5. A Finance Committee comprised of the President, the Treasurer, the Financial Secretary and up to two additional members shall oversee all financial matters of the Club and shall report to the Board of Directors on a monthly basis.
6. 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 Polish Arts Club of Buffalo. The policies shall be compiled and a record of them shall be maintained by the Recording Secretary.
ARTICLE VIII– Duties of Officers
1. PRESIDENT – The President shall preside at all meetings of the Club and shall call special Board or membership meetings, as necessary. The President shall be an ex-officio member of all committees except the Elections Committee. At the 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 Club Historian, in digital or hard copy format, is seriously encouraged.
2. FIRST VICE PRESIDENT – The First Vice President shall preside at meetings in the absence of the President.
3. SECOND VICE PRESIDENT – The Second Vice President shall preside at meetings in the absence of the President and the First Vice President.
4. MEMBERSHIP SECRETARY – The Membership Secretary shall:
- Report on membership status at each meeting of the Board of Directors.
- Endeavor to enlist new members.
- At the termination of office, the Membership Secretary shall submit all records to the Club Historian.
5. FINANCIAL SECRETARY – The Financial Secretary shall:
- Receive all revenue from all sources and shall deposit them in Club accounts.
- 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.
6. 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.
- Prepare an estimated budget for the succeeding year.
- Provide for an annual audit or cash reconciliation of the Club’s financial records.
- Have the care and custody of ALL funds and properties of the Club except those otherwise provided for, and shall deposit those in the name and to the credit of the Club in such depositories as may be designated by the Club. All Club properties shall be properly recorded.
7. Any officer or director may be removed from office by a two-thirds vote of the members present at a Board of Directors meeting provided that the officer or director in question has been notified of such proposed action at least two weeks prior to said meeting.
ARTICLE IX– Committees and Appointments
1. The Board of Directors shall have the power to create such Standing Committees as it deems necessary. The term of office of Standing Committee members shall coincide with the term of the President. Standing Committees shall be appointed by the President with the approval of the Board of Directors. The Standing Committees of the Club may include but not be limited to: Hospitality, Membership, Polish Room, Program, Public Relations and Sunshine. These committees shall be committees of the corporation, meaning that non-Board members must serve on them.
2. 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 periodically give reports of the committee’s work to the Board of Directors.
3. 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. These committees shall be committees of the corporation, meaning that non-Board members must serve on them. 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 the President.
4. The Editor of the Newsletter and an Historian shall be appointed by the President with the approval of the Board of Directors.
5. An Office Manager shall be appointed by the President as Recording Secretary with the approval of the Board of Directors.
6. 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 Newsletter 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 ancestry who are studying the visual or performing 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), the Trust may receive donations.
1. 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.
2. The Trustees shall render accounts of their transactions to the Club at least annually.
3. The Trust may be amended by submission of a written proposal signed by a least two members of the Club, approval by a majority of the Board of Directors, and subsequent approval by two-thirds of the members present at a general meeting after notice of the proposed action is mailed to members of the Club by the Editor of the Newsletter or by the Recording Secretary at least 10 days prior to the general meeting.
4. 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 Newsletter 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
These bylaws 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 Newsletter or by the Recording Secretary. The quorum for consideration of amendments to the bylaws shall be ten percent of the paid up membership..
ARTICLE XII – Dissolution
In the event of the Club’s dissolution, all the Club’s assets remaining after payments of the Club’s liabilities shall be distributed to tax exempt charitable organizations in a manner consistent with the Club’s mission statement.