THE CONSTITUTION AND BYLAWS OF
THE DANTE ALIGHIERI SOCIETY OF DENVER, COLORADO, INC.
Pursuant to Article IX of the Constitution and Bylaws of the Dante Alighieri Society of Denver, Colorado, Inc., and the Colorado Revised Statutes, the Board and members of the Dante Alighieri Society of Denver, Colorado, Inc., hereby amend the Constitution and Bylaws in their entirety as follows:
ARTICLE I. NAME AND PURPOSE
The name of this organization shall be THE DANTE ALIGHIERI SOCIETY OF DENVER, COLORADO, INC., hereinafter referred to as the Society, and its headquarters shall be located in the Denver metropolitan area.
The Society is incorporated as a non-political and non-profit organization [501(c)(3)] under the applicable laws and statutes of the United States of America and the State of Colorado.
The purpose of the Society shall be to promote awareness and knowledge of the Italian culture by encouraging learning in the Visual and Performing Arts, Science, Literature, History and Language of Italy through:
1. Cultural meetings and other functions designed to highlight and/or educate the membership and the general public on various aspects of the Italian culture.
2. Italian language classes offered for the membership and the general public.
3. Scholarships to assist college students attending institutions in the Denver metropolitan area and in northeastern Colorado with the expense of studying in Italy.
4. Communicating through all forms of media, the influence of Italian thought and action in the advancement of the ideals of liberty, justice and equality in the United States of America, as well as the far reaching contributions to civilization as a whole, by Italians and those of Italian ancestry.
5. Coordination and support of joint Italian-American activities pertaining to visiting dignitaries, aiding disaster victims and assisting committees engaged in the exchange of cultural events in art, music, theatrical performance and science.
6. Any other means deemed necessary by the Board.
ARTICLE II. MEMBERSHIP
Membership in the Society shall be open to all persons who support the goals of the Society, apply for membership and pay annual dues.
There shall be three categories of membership:
1. Regular Membership: Any person of 18 years minimum age, in good standing with full voting privileges. Regular Membership can be a one person membership or a Joint Membership of a husband and wife.
2. Student Membership: Any person enrolled in a high school, college or university.
3. Honorary Membership: Any person or organization deemed by the Board to have furthered the purposes and goals of the Society. The duration of such Honorary Membership shall be determined by the Board.
Any member of the Society, in good standing, may submit candidates for Honorary Membership; a simple majority vote of the Board is required for conferring such membership.
C. Member Rights
Only Regular and Student Members have the right and obligation to vote and hold office. The minimum voting age shall be 18 and the minimum age to hold office shall be 21 years of age.
The amount of the annual dues shall be as recommended by the Board and approved by the General Membership.
Membership dues shall be for one calendar year, due and payable January 1, and if unpaid by March 31, shall be considered delinquent and result in the forfeiture of all membership rights and privileges.
Reinstatement of all rights and privileges can be effected by the full payment of all dues in arrears no later than June 30. Failure to pay by this date will automatically cause termination of the membership.
ARTICLE III. OFFICERS AND ELECTIONS
A. Officers and Term
Officers of the Society shall consist of a President, a Vice President, a Secretary, a Treasurer, and the Immediate Past President. The term of each office shall commence after the installation ceremony, but before January 31 following the November election of Officers, and continue for two years or until successors are elected.
At a Board meeting in the spring of election years, the members of the Board shall select a Nominating Committee to include five members: three from the membership at large and two from the Board. The members of the Nominating Committee shall elect their Chairperson. The Chairperson shall report to the membership the names of persons serving on the Nominating Committee and shall inform the membership that the Nominating Committee seeks from the membership any member’s nomination for any elected office. This report shall be made after the April Board meeting, but on or before June 30 of all election years, and may be made at a Meeting or in the Notiziario.
The Nominating Committee shall report to the Board that it has verified the qualifications and obtained the consent of all the nominees for office and that at least one nominee is eligible for each office.
The membership may suggest nominees for offices to the Chairperson of the Nominating Committee at any time after the Nominating Committee's report, but before the election meeting in November, and the membership may nominate candidates for offices from the floor at the election meeting, provided that the nominees are eligible for office and consent to be nominated.
All members eligible to vote shall be entitled to one vote for a nominee for each office. In the event of a tie for any office, the Chairperson of the Nominating Committee shall toss a coin and ask one of the nominees to call heads or tails. The nominee who correctly calls the toss is elected to office.
ARTICLE IV. DUTIES OF ELECTED OFFICERS
The President, as the principal executive officer of the Society, shall preside over all meetings and shall have the powers and perform the duties customarily incident to the office. The President shall appoint all committee chairpersons and shall be a member ex-officio of all committees except the Nominating Committee. The President shall appoint chairpersons for any and all events of the Society that are not included in any job descriptions of Elected Officers or Committee Chairpersons.
B. Vice President
The Vice President shall assist the President in the performance of his/her duties and shall have all the powers and shall perform all the duties of the President in his/her absence or inability to act.
In addition, the Vice President shall be the Chairperson of the Program Committee and shall make arrangements for the programs at Cultural and General Meetings including the installation of the Board and those events which are not designated as “fund-raising“ and/or not the responsibility of any other Board member or Committee.
The Secretary shall keep a correct record of all meetings of the Board and General Meetings. The Secretary shall also be responsible for all communications pertaining to congratulatory occasions, illness, or death of any member.
The Treasurer shall maintain the financial records of the Society, pay any and all expenses incurred by the Society, and present a financial statement at every meeting of the Board.
The Treasurer shall present a Financial Statement to the membership at a General Meeting at the end of the fiscal year.
The Treasurer shall keep a record of all members, receive and record all dues
remitted and inform the President of any member delinquent in dues as stated in
E. Immediate Past President
The Immediate Past President shall assist the Board so that there is continuity between the previous and current Boards.
ARTICLE V. COMMITTEES AND THEIR FUNCTIONS
The following shall be the Standing Committees of the Society and their functions:
To be responsible for all matters pertaining to membership enrollment records, provide and process new membership application packets, record renewals and contact delinquent members as directed by the Treasurer in Article IV, D.
To assist current members and attract new members.
To be responsible for notifying the Officers at each Board meeting of all changes of current members’ names, addresses or membership status, and all newly enrolled members’ names, addresses and membership status, and noting all areas of volunteer services offered for the benefit of appropriate committee Chairpersons.
To establish and maintain a scholarship application and awards process through the following:
1. Determine qualifications required of scholarship applicants.
2. Design and distribute an application form which will elicit the necessary information to determine if a student meets the qualifications.
3. Evaluate applicants on the basis of required qualifications and decide on numbers and amounts of awards.
a. Presentation of other awards is at the discretion of the Committee but requires Board approval.
b. The total amount of funds for scholarship purposes must be approved by the Board each year prior to awarding any scholarships.
4. Organize the scholarship awards presentation.
To organize educational programs as identified in Article I, B 1 and arrange for their location, materials, instructors and follow-up evaluations. The salaries for instructors shall be recommended by this Committee and approved by the Board.
To assemble, catalog, preserve and protect all news items, photographs, recordings, mementos and such other paraphernalia which bring honor to, or effect, the continued history of the Society.
To select and purchase various forms of media and to provide lending privileges for the membership.
Chairpersons of any Special Committees who are appointed by the president and approved by the Board, and who routinely attend the monthly meetings of the Board, shall be voting members of the Board.
ARTICLE VI. THE BOARD
The Board of the Society shall consist of the Elected Officers and the Immediate Past President, as described in Article IV, and the Chairpersons of the Standing Committees, as described in Article V.
B. Authority and Responsibility
The Board shall have the authority and responsibility to conduct all the affairs and business of the Society.
A quorum of the Board shall consist of a majority of the members of the Board.
All decisions on any question or issue made by the Board must be approved by a majority of the Board members present.
The President shall have the authority to fill any vacancies on the Board, subject to the approval of the Board.
F. Offices Held
Only one office may be held by a Board member during his/her term of office.
Proposed expenditures for any event must be submitted to the Board for approval.
In case of an unexpected expense and in the absence of a quorum, the President
may authorize non-administrative expenditures not exceeding $100, subject to
ratification at the following Board meeting.
ARTICLE VII. MEETINGS
A. General and Cultural Meetings
There shall be a minimum of one General Meeting each year. In even-numbered years, a General Meeting shall be held in November for election of Officers. In odd-numbered years, a General Meeting shall be held no later than January 31 for the installation of Officers.
Cultural Meetings are to further the purposes of the Society (Article I, B).
All members shall receive written notification of all meetings. Notification may be provided electronically.
The purposes of the General and Cultural Meetings are to:
1. Further the purposes of the Society.
2. Conduct the necessary business of the Society.
3. Elect Officers in an election year.
A minimum of 20 voting members of the Society present shall constitute a quorum to conduct business at any General Meeting.
E. Special Meetings
Special Meetings of the Society may be called by the President with the approval of the Board. Notice of Special Meetings shall be provided to all members at least seven days in advance of the meeting date and shall specify the matters to be acted upon. Notification may be provided electronically.
F. Board Meetings
The Board shall meet quarterly and/or as needed, and Board Members’ attendance shall be required.
Three consecutive absences shall be grounds for dismissal at the discretion of the Board.
G. Special Board Meetings
Special Meetings of the Board may be held upon order of the President and any three members of the Board.
Members of the Board shall be notified of the time, place and date of any special meeting.
H. Rule of Order
The current edition of Robert’s Rules of Order shall be the parliamentary authority in all cases not provided for in these Bylaws.
ARTICLE VIII. GENERAL POLICIES
No member of the Board of the Society shall receive any compensation for services rendered to the Society.
B. Reimbursement of Expenses
All members of the Society may be reimbursed for expenses they have incurred in furthering the purposes of the Society, provided that the costs, expenses and the approximate amounts have the prior approval of the Board.
Upon dissolution of the Society, no member shall be entitled to share in the distribution of any of the assets of the Society.
In the event of dissolution of the Society, the assets of the Society shall be distributed to a non-profit and tax exempt organization, under Section 501(c)(3) of the Internal Revenue Code, whose aims and purposes are similar to the dissolved Society.
D. Conflict of Interest
Any member of the Society who belongs to, or is the owner or employee of, any firm, organization or society doing business with the Dante Alighieri Society of Denver, Colorado, Inc., shall inform the Board of a potential conflict of interest.
ARTICLE IX. AMENDMENTS
These Bylaws may be amended at any General Meeting of the Society, or at a Special Meeting duly called for that purpose, by a vote of two-thirds of the members present and eligible to vote, provided that the amendment(s) has (have) been sent to the membership at least seven days prior to the meeting. Notification may be provided electronically.
Bylaws as amended at the General Meeting on September 9, 2016
Suzanne Fasing, Chairperson, Bylaws Committee