ICOD-name
ICD Bylaws

Celebrating Italian Culture, Tradition, Cuisine, and Community
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BYLAWS
OF
ITALIAN CLUB OF DALLAS

September 2005

ARTICLE I

NAME

The name of this entity shall be:
The Italian Club of Dallas (ICD), and referred to in this document as "the Club."

ARTICLE II
PURPOSE

The purpose of ICD shall be to explore, preserve and promote Italian culture, language, history, athletics, and traditions; to initiate and to participate in fostering social interaction; and to help meet the philanthropic needs of our community, regardless of nationality, creed or color by performing and contributing to charitable works. ("Purpose")

ARTICLE III
MEMBERSHIP

Section 1. Categories of Membership

The categories of membership consist of General Membership, Student Membership, Life Membership, Senior Membership, Corporate Membership, and Honorary Membership. Voting privileges shall be limited to General, Life, Senior, Corporate and Honorary Memberships. The Board of Directors, without amendment to the By-Laws, may amend the categories of membership.

While a member may qualify and may participate in the Club under various categories of membership, an individual is entitled to a single cumulative vote, i.e., an individual receives one vote and does not receive a vote for each category of membership he or she may qualify or enlist under. If a General Membership consists of husband and wife, each is entitled to cast a vote.

Section 2. Membership Obligations

All members shall assume the responsibilities and enjoy the privileges of being members of ICD: voting, holding office, service and financial obligations, hosting of new members, volunteering for and assisting in Center sponsored events, and participating in its various activities. All members shall treat each other with courtesy, dignity, and respect.

A. Service Obligations

    All members are encouraged to participate in the service missions of ICD, by contributing volunteer work as requested by the Board for fund raising events, and for other various activities that would enhance and promote the mission of ICD.

B. Financial Obligations:

    The Board of Directors shall establish annual membership fees which members shall be obligated to pay to remain in good standing.

C. Club Representation

1. Every Member is encouraged to participate in programs sponsored by the ICD.

2. Use of the ICD name by members (or non-members) outside the Purpose of ICD will not be permitted. All usages of the ICD name and d/b/a name outside of the normal day-to-day functions of the ICD shall require approval by the Board.

3. No favor or other recompense shall be solicited or guaranteed to elicit contributions.

4. The use (through electronic, written, verbal or any other media) of the ICD name, its d/b/a name, its member lists, addresses and personal information of members is prohibited without the written authorization of the Board of Directors ("Board"), and shall not be used for any reason outside the purposes outlined in the mission statement of the ICD.

Section 3. Admission to Membership

The ICD is open for membership to any and all applicants wanting to embrace the Purpose and the concepts stated in Article II.

1. All prospective members should apply, pay the applicable membership fee, and go through an orientation by a current member.

2. The new member should be made knowledgeable of the rules of membership and its obligations.

3. The Membership Committee shall review and act on the application for membership.

Section 4. Loss of Membership

A. Resignations. A resignation shall be accepted when a member in good standing voluntarily relinquishes his or her membership.

B. Reinstatement. A member who has voluntarily resigned may, upon written request, be reinstated as a member, provided that the membership record is in good standing.

C. Dismissal

  1. Membership can be forfeited if a member fails to satisfy the member obligations stated in Article III.
  2. The decision to dismiss a member must be approved by a 2/3 majority of the Board members.

ARTICLE IV
FISCAL YEAR AND ELECTIONS

Section 1. Fiscal Year

The Fiscal Year shall begin January 1 and end December 31 of the calendar year. All functions of financial and organizational nature: Accountability, Budgets, Membership, Officers’ installation, Managing units, etc., will follow the above fiscal calendar.

Section 2. General Membership Assembly

  1. The ICD shall call two General Membership Assembly (Assembly and/or GMA) meetings per year, one in the Spring and one in the Fall (henceforth "Spring Assembly" and "Fall Assembly"), respectively. The Board will set the respective date of the Assemblies, and provide the membership with a one-month prior written notice of the meeting with an agenda.
  2. At the Spring Assembly meeting, the Board shall present the strategic plan, and/or descriptions on planned ICD activities or directions, shall report on the progress and accomplishments achieved during the concluding year, and describe the general state of ICD.
  3. At the Fall Assembly, the membership shall elect four members to the Board of Directors, and shall approve any major issue placed on the ballot by the Board.
  4. Any other pertinent information of interest to the General Membership may be added to the Agenda of either General Assembly.
  5. A Nominating Committee will consist of three Club members, and the President will appoint a Board member to serve as the Chair of the Committee. This Committee shall prepare and submit a slate of nominees for consideration by the General Assembly and election to the Board of Directors. This list will be distributed to the general membership at least 10 days prior to the election.
  6. Election for the Board shall be by ballot, unless there is only one nominee, in which case the election can be by voice vote. The Board is authorized to use the U.S. Postal Service, e-mail, or other remote correspondence communications source to distribute ballots, and to receive the votes of the membership. Ballots and all matters requiring Assembly voting, should be communicated to the membership and in such form so that member response can be received at least three days prior to a GMA meeting. All votes will be tabulated at the Assembly. For the election, a member, who has the right to vote consistent with their membership, is entitled to a single vote.

Section 3. Emergency Assembly

  1. The Board may call an emergency meeting of the General Membership Assembly to address unanticipated circumstances.
  2. A call for an emergency meeting must be approved by a 2/3 majority of the Board attendees.
  3. The General Membership can call for an Emergency Assembly by:
    • Getting a Board Member to put forth the request; or
    • Presenting to the Board a signed petition consisting of 10% of the General Membership.

Section 4. Quorum

The members present at any Assembly meeting shall constitute a quorum for the transaction of business, and all binding action of the Assembly shall be by majority vote of the members present.

ARTICLE V
MANAGEMENT AND ORGANIZATION

Section 1. Board of Directors

  1. The Board of Directors of ICD consists of twelve duly elected members who are in good standing or such other number of duly elected members as the Board by majority vote shall determine necessary. Each Board Member shall be elected for a three-year term, and each shall hold any required responsibility as determined by the majority of the Board, including serving as Chair or Vice-Chair of an ICD operational committee. The term of a Board member shall be measured by a calendar year commencing on each January 1, and ending on the next December 31. Newly elected members shall start their terms on January 1.
  2. Each year, at the Fall Assembly meeting, new members shall be elected to replace the one-third of the members of the Board who are completing their term.
  3. A Board Member shall not hold elective office more than nine consecutive years unless the Nominating Committee determines there are insufficient other candidates running for the Board.
  4. The quorum for the Board shall be two thirds of the Board. In case of lasting vacancies, replacements shall be voted at the next earliest General Membership Assembly meeting. If the number of vacancies reduces the Board below the required quorum, the President shall appoint an interim replacement until the next General Assembly.
  5. Board members shall attend Board meetings. A Board Member who misses three meetings in a year is automatically suspended and dismissed from serving on the Board unless good cause can be shown to the Board for not attending.

Section 2. Board Meetings

  1. The Board shall meet on a monthly basis at least ten times a year. By majority decision, the Board will determine the date of such meetings and the need to cancel or to hold an extraordinary meeting.
  2. Every Board Meeting must be preceded by a formal agenda of discussion issued by the President and sent to each Board Member at least three days prior to the meeting.

Section 3. Managing Organization

  1. The Board, by a majority vote, will elect a President, Vice-President, Treasurer, and Secretary from the twelve elected Board members to serve in this position for a period of one year.
  2. The President shall designate with Board approval an Executive Committee to consist of the President, the Vice-president, and two additional Board members. The Executive Committee is authorized to address operational, business, and policy issues for the ICD when the Board is not in session. Decisions made by the Executive Committee are subject to review and approval by the full Board at the following meeting. Additionally, on matters deemed confidential to individual members or ICD employees (e.g., employment issues, legal matters), the Executive Committee shall be authorized to confidentially investigate, assess alternatives, and act on the matter pursuant to policies established by the Board.
  3. The President, assisted by the Executive Committee, shall oversee the functions of the ICD. In the event the ICD retains an employed Executive Director (or equivalent position) and staff, the President may delegate certain of the respective tasks to this individual. The Board shall establish the following Standing Committees: Nominating; Finance; Membership; Communications; Activities; and Facility Management. The Board, in its discretion, may establish, abolish, or consolidate these and such other Committees as it determines appropriate from time to time. These Committees collectively will be referred to as "Operational" committees. The Board shall designate a Chair and/or Vice-Chair of each Committee for such term as established by the Board.

Section 4. Committee Chairs and Vice-Chairs

  1. The Chair will be responsible for supervising functions necessary for the management of the respective ICD Committee, and he or she will supervise and initiate Committee actions consistent with the directions of the Board.
  2. The Chair shall be responsible for preparing and obtaining Board authorization for a Committee budget, managing any budget authorized by the Board for the Committee, adhering to limitations placed by the Board on expenditures for a Committee, obtaining any authorization for expenditures in excess of such budget, and presenting receipts and justification to document expenditures. The Board Treasurer will be designated to interact with the Committee to control and review expenditures. The Chair shall be responsible for making periodic reports to the Board on Committee activities, and expenditures.
  3. In case of vacancy for a Chair, the Board shall select a replacement from among the Board members, provided, however, if no Board member has requisite expertise to head the Committee, a selection may be made from the General Membership.

ARTICLE VI
RESPONSIBILITIES OF MANAGING OFFICERS/CHAIRPERSONS

Section 1. The President

  1. The President with the Board shall be responsible for the long-term continuity, good reputation, membership growth, and financial security of ICD.
  2. The President shall be responsible for the orderly and organized direction of ICD, and for the adherence to these bylaws, to other official instruments promulgated by the ICD, and to any other policy established by the Board or the General Membership.
  3. The President shall be responsible for installing “ad hoc” committees to formulate recommendations and advice leading to improvements in the managing process, as well as the installation of a committee for future review and amendment to these Bylaws.
  4. The President or the Vice-president shall preside at all General Membership Assembly Meetings, all Board Meetings, and all functions relevant to the management of ICD.
  5. The President shall oversee all Executive Committee meetings and decisions.
  6. The President shall act as the Executive Chair to the respective Operational Committees, and, in cooperation with the Treasurer, oversee expenditures of the respective Committees.

Section 2. Vice President

The Vice President will preside and carry on the duties of the President in his or her absence.

Section 3. Treasurer

The Treasurer will receive, collect, and deposit all funds, and pay all bills, according to generally accepted accounting practices (GAAP); and will report such transactions at the Board meetings.

Section 4. Secretary

The Secretary will record all business conducted at Board and membership meetings, and will provide the minutes to the Members subsequent to the close of each meeting, and report at the next meeting on the these minutes.

Section 5. Finance Committee

  1. The Treasurer of the Board of Directors shall be the Chair of the Finance Committee.
  2. In coordination with and subject to the approval of the Board, the Finance Committee Chair (Finance Chair) shall be directly responsible for monitoring the financial health of ICD.
  3. The Finance Committee Chair may install, organize, and supervise one or more sub-committees to handle Financial Planning, Budgeting, Accounting and Financial Controls.
  4. The Finance Committee Chair shall work with the respective Chairs of the Committees to forecast receipts and expenditures.
  5. The Finance Committee Chair shall produce and deliver monthly financial results to the Board.
  6. The Finance Chair shall cooperate with any financial review conducted and requested by the Board.
  7. At the end of each fiscal year, the Finance Committee Chair shall release a statement of Assets, Liabilities and Net Worth of ICD to the Board and the General Membership.

Section 6. Membership Committee

  1. In coordination with and subject to the approval of the Board, the Membership Committee Chair (Membership Chair) shall be responsible for increasing the number of membership to ICD consistent with the Purpose Statement of the organization.
  2. The Membership Committee Chair may install, organize, and supervise one or more sub-committees to handle New Member Recruiting and other membership affairs.
  3. The Membership Committee Chair shall forecast the changes in membership and the volume of monthly dues and provide timely information to the Finance Committee Chair to plan budgeting variance.
  4. At the end of each fiscal year, the Membership Committee Chair shall release a data statement showing the changes in membership, and the total number of voting members.

Section 7. Activities Committee

  1. In coordination with and subject to the approval of the Board, the Activities Committee Chair (Activities Chair) shall be directly responsible for initiating and managing events and activities of a cultural, charitable, social and fund raising nature.
  2. The Activities Committee Chair may install, organize, and supervise one or more sub-committees to handle philanthropic activities, monthly events and major yearly events such as Columbus Night, Golf Tournament, Auction Night, etc., although a Special Standing Committee may be designated by the Board to manage an event, and it would report to the President.
  3. The Activities Committee Chair shall develop a multitude of diverse regular events of interest to the membership of ICD.
  4. The Activities Committee Chair shall produce a quarterly calendar of events at least two months prior to their occurrence, and, in time, to be organized and be publicized to the membership and to interested groups.

Section 8. Communications Committee

  1. With prior approval of the Board and in coordination with the President, the Communications Committee Chair (Communications Chair) shall be responsible for issuing public statements and all communications approved by the Board.
  2. In coordination with and subject to the approval of the Board, the Communications Committee Chair shall be directly responsible for managing and disseminating quality information to all levels, internal and external, pertaining to the activities of the membership. All information media, whether electronic, written and/or verbal, shall be the responsibility of this Chair.
  3. The Communications Committee Chair may install, organize, and supervise one or more subcommittees dedicated to recording meeting information, publishing and distributing the ICD newsletter, publishing periodical bulletins, and managing format and content of the Website.
  4. The Communications Committee Chair shall have the prerogative to name a PR adjutant, or adjutants, to manage relations with the public.

Section 9. Facility Management Committee

  1. In coordination with and subject to the approval of the Board, the Facility Management Committee Chair shall be responsible for the economical, efficient and organized management of any facilities, or physical assets, leased or owned by ICD.
  2. The Facility Management Committee Chair shall work with the Activities Chair to coordinate all social, philanthropic, and fund raising events organized by ICD.
  3. The Facility Management Committee Chair may install, organize, and supervise one or more subcommittees dedicated to the operational management of the events planned by ICD. This includes Procedures, Systems, Processes and the procurement of any needed and Board authorized staff.
  4. The Facility Management Committee Chair shall be responsible for the operational management of the facility. It includes producing budgets, hiring staff (when a budget for a staff has been approved by the Board), and developing operational procedures.

Section 10. Audit Committee

  1. The Audit Committee Chair will be appointed by the President of the Board and approved by a majority vote of the Board. The Treasurer is not eligible to hold the position of Audit Committee Chair.
  2. The Audit Committee Chair will report directly to the President of the Board.
  3. The Audit Committee will be comprised of three members. The Audit Committee Chair will select subject to Board approval, two non-Board Club members to serve on the Audit Committee.
  4. The Audit Committee Chair will be responsible for writing the Internal Audit Program and the execution of the Internal Audit Program scope/frequency specified by the President of the Board.
  5. All operations of the Club will be subject to an audit.
  6. At the discretion of the President of the Board or a majority vote of the Board, the Audit Committee Chair may be directed to have an independent audit conducted. The Audit Committee Chair will be responsible for the overall coordination of an external audit.
  7. Audit Reporting will be both oral and written. At the conclusion of the audit, a closed meeting will be held with the President, and the Board. Following the oral report, a written report will be prepared and distributed to the Board.

Section 11. Nominating Committee

  1. The President shall designate a Board member to serve as the Chair of the Nominating Committee.
  2. The Committee will consist of three Club members inclusive of the Chair.
  3. The Committee shall identify and nominate qualified members to stand for election to the Board.

Section 12. Rules for Managing Officers

  1. Committees should produce a list of objectives and activities anticipated for the year, and, at least once a year, the progress in meeting the objectives or descriptions of the activities should be presented to the Board. The Board will decide whether to effect any change of direction and whether any information should be disseminated to the membership.
  2. Each Chair, in consultation with the President, will decide whether to establish sub-committees or create advisory groups to meet the needs of a particular function and/or activity.
  3. All decisions and actions taken by a Committee shall be communicated to the President and, when deemed necessary by the President, approved by the Board.
  4. All manual, intellectual or consultative work performed by any member of the ICD is intended to be voluntary and non-remunerative unless approved by the President and the Board.
  5. All checks, drafts, notes and other instruments of payment shall be signed by the Treasurer and countersigned by the President.
  6. All financial expenditures and commitments of a Committee shall be within the restrictions defined in Article V Section 4.B.

ARTICLE VII
PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order, Newly Revised, shall govern the Italian Club of Dallas in all cases to which they are applicable and in which they are not inconsistent with these Bylaws. If there is a conflict between Robert's Rules of Order and these Bylaws, the ICD Bylaws prevail.

ARTICLE VIII
AMENDMENT OF BYLAWS

Section1. Board Approval

The Board may approve amendments to the Bylaws with a two third majority vote and then submit the changes to the vote of the General Assembly.

Section2. General Membership Approval

The proposed amended Bylaws shall be published in the ICD newsletter and through the Website and be received by the members at least two weeks prior to the General Membership Assembly. The GMA may approve the changes by a two-third majority of the assembled members.

ARTICLE IX
INDEMNIFICATION OF OFFICERS AND DIRECTORS

As to work performed on behalf of the ICD, the ICD shall have the power, and hereby binds and obligates itself, to indemnify any Director or Officer, or former Director or Officer of ICD, for all expenses (including reasonable attorney's fees and court costs) judgments, liabilities, fines and amounts paid in settlement in connection with, or resulting from any claim, action, suit, or proceeding asserted or threatened against him/her, by any civil, administrative agency or otherwise, by reason of his being or having been such Director or Officer, except in relation to matters as to which he/she shall have been guilty of gross negligence or misconduct in respect of the matter in which indemnification is sought or for a criminal act. If ICD has not fully indemnified him/her, the court in the proceeding in which any claim against such Director or Officer has been asserted, or any court having the requisite jurisdiction of any action instituted by such Director or Officer on his/her claim for indemnity against ICD, its receiver or Director, for the amount paid by such Director or Officer in satisfaction of any judgment or in compromise of any such claim (exclusive in either case of any amount paid to ICD) and any expenses and costs (including reasonable attorney's fees) actually and necessarily incurred by him/her in connection therewith to the extent that the court shall deem reasonable and equitable, provided nevertheless, that indemnity may be assessed under this Article IX of the Bylaws only if the court finds that the person indemnified was not guilty of gross negligence or misconduct and/or criminal activity in respect of the matter in which indemnity is sought. Any indemnification in accordance with the foregoing (unless ordered by a court) shall be made by ICD upon determination that such indemnification of the Director or Officer of the Club against whom a claim is being made is proper under the circumstances. Such determination shall be made when, in the view of the Board, such Director or Officer has not acted improperly with respect to such claim. Such determination may be made (1) by the Board by a majority vote of a quorum consisting of Directors who are not parties to such claim, action, suit or proceedings, or (2) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested Directors is so directed by independent legal counsel in a written opinion. The indemnification provided by this Article IX shall not be deemed exclusive of any rights to which those seeking indemnification may be entitled under this Bylaw, agreement, vote of Directors, principle of law or otherwise, and shall continue as to a person who has ceased to be a Director or Officer and shall inure to the benefit of the heirs, executors, administrators and devisees of such person.

ARTICLE X
DISSOLUTION OF ICD

In the event the ICD is dissolved, all of its liabilities and obligations shall be paid, satisfied and discharged and all of its assets and property then remaining shall be distributed to such organizations which are organized and operated exclusively for charitable or educational purposes and which shall qualify as an exempt organization or organizations as the Directors of the Board of ICD shall select, and in such proportions as they shall determine and pursuant to a plan of distribution adopted by the Texas Non-Profit Corporation Act, to be used by such organizations for the purposes set forth above. The power conferred on the Directors of the Board of ICD by this dissolution Article may not be delegated to any committee or other entity or person.
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