Albanian American Association ANA E MALIT

Shqip

BY-LAWS

OF

ALBANIAN -AMERICAN ASSOCIATION “ANA E MAL IT” , INC.

ARTICLE I

NAME OF THE CORPORATION

SECTION 1. The name of this corporation is The Albanian American Association” Ana e Malit”, Inc., hereinafter referred to as the “Corporation”, a non-stock, not-for-profit corporation under the Not-for-Profit Corporation Law of the State of New York.

ARTICLE II

PURPOSES AND OBJECTIVES

SECTION 1. The Corporation has been established for educational and Cultural purposes. Its objectives are to:

  1. Provide grants and loans to assist Albanians and persons of Albanian descent in the pursuit of higher education;
  2. Foster among the American people knowledge and appreciation of Albanian culture, history and traditions;
  3. Encourage and promote the study of Albanian culture, history, language and traditions in the United States;
  4. Foster among Americans of Albanian ancestry an understanding and appreciation of their cultural heritage.

SECTION 2. The Corporation shall conduct and/or sponsor programs, projects and activities designed to support its purposes and objectives.

ARTICLE III

POLICIES

SECTION 1. The Corporation shall be not-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 pay reasonable compensation in furtherance of the purposes and objectives set forth in these By-Laws.

SECTION 2. The Corporation shall not attempt to influence legislation, and the Corporation shall not participate in or intervene in any political campaigns (including the publication or distribution of statements) on behalf of or in opposition to any candidate for public office, nor shall it take a position for or against the actions of any office-holder.

SECTION 3. The Corporation shall be non-sectarian.

SECTION 4. Programs of the Corporation shall be apolitical. Any relations with foreign instrumentalities shall be conducted in a manner that does not endorse any foreign government or political philosophy.

SECTION 5. The Corporation shall not accept material suppol1 from any government agencies, foreign or domestic, that may infringe upon its autonomy or compromise its non-political character.

SECTION 6. Notwithstanding any other provisions of these By-Laws, the Corporation shall not engage in activities not permitted for a corporation exempt from federal income tax under the provisions of the United States internal revenue laws.

ARTICLE IV

THE BOARD OF TRUSTEES AND MEETINGS OF THE CORPORATION

SECTION 1. NUMBER OF TRUSTEES. The Corporation shall have no less than three and no more than 30 Trustees.

SECTION 2. COMPENSATION. The Trustees, as such, shall serve without compensation but the Board of Trustees may provide for reimbursement of reasonable expenses incurred by Trustees in the performance of specified duties.

SECTION 3. REGULAR MEETINGS.

3.01 An Annual Meeting of the Board of Trustees shall be held each year in the month of May; a Semiannual Meeting of the Board of Trustees shall be held during the fall of each year; the time and place of Meetings shall be designated by the Chairman of the Board. If a quorum is not present, the Chairman of the Board shall call Meetings at approximately two-week intervals until a quorum is present.

3.02 At the Annual and Semiannual Meetings of the Board, reports of the Chairman, the Treasurer, the President and of such other Officers and the chairman of such Committees as may be designated by the Chairman of the Board shall be presented at the Board; such reports shall include information and data as prescribed elsewhere in these By-Laws. Such reports shall be filed with the records of the corporation and abstracts thereof entered in the minutes of the meetings.

SECTION 4. SPECIAL MEETINGS. Special Meetings of the Board of Trustees may be held at any time at the call of the Chairman of the Board or upon the request of three members of the Executive Committee.

SECTION 5. GENERAL PROCEDURES FOR MEETINGS.

5.01 A Notice of any Meeting shall be given to each Trustee by the Chairman at least 10 days prior to such Meeting at the mailing address registered with the President; such Notice will include the scheduled agenda and such expository materials as are necessary in extension of the agenda items. In urgent cases, for Special Meetings,

the 10 day Notice may be waived by the Chairman of the Board but the Trustees shall be notified by telephone or facsimile at least three days prior to the Meeting.

5.02 The Chairman of the Board of Trustees shall preside at all Meetings of the Board at which he is present; in the event of the absence of the Chairman at any Meeting one of the Vice Chairman, in the order of seniority based on tenure of office as a Vice Chairman, shall preside as Acting Chairman.

5.03 One-third of the Trustees shall constitute a quorum at all Meetings of the Board of Trustees for the transaction of such business as may properly come before the Meeting.

5.04 Only Trustees shall have the right to vote. Proxy voting is not authorized.

5.05 The Board of Trustees shall insure that a record of its actions and the proceedings of all Meetings is maintained; such record will be signed and filed in the

minute book of the Board of Trustees of the Corporation and maintained with the records of the Corporation. Minutes of all Meetings of the Board of Trustees shall be mailed to all Trustees within a reasonable time.

5.06 Normally, only Members of the Board of Trustees and Officers of the Corporation shall be authorized to attend Meetings of the Board. Persons on the Corporation staff and/or consultants or advisors may be invited by the Chairman to participate in Meetings in an advisory or consultative capacity. Any Meeting of the Board may be limited to Trustees and Officers, or to Trustees, by the declaration of an executive session by the Chairman.

ARTICLE V

NOMINATION AND ELECTION OF TRUSTEES

SECTION 1. ELECTION. The initial Trustees of the Corporation shall consist of the three persons designated as initial Trustees in the Certificate of the Corporation. Thereafter, Trustees of the Corporation shall be elected at the Annual Meeting of the Board of Trustees of the Corporation by majority vote of the Trustees present and constituting a quorum.

SECTION 2. NOMINATIONS.

2.01 Nominations for election to the Board of Trustees may be made by any Member of the Board of Trustees. Such nominations shall be submitted to the Executive Committee, serving as the Trustee Nominating Committee, sufficiently prior to the Annual Meeting of the Board of Trustees of the Corporation to permit due and proper consideration by the Committee. The Committee shall evaluate all nominations and submit recommendations to the of Trustees. A Notice of Nominations shall be mailed to each Trustee by the Chairman or the President at least fifteen days prior to the Annual Meeting. Such Notice shall include a summary of the background of the nominee(s), an affirmation of the nominee’s understanding of the duties and responsibilities of trusteeship, and the Committee’s recommendations in regard thereto. No Trustee shall be elected without such Notice. The Committee shall also make recommendations to the Board of Trustees concerning the re-election of Trustees.

2.02 In lieu of the Executive Committee exercising the function of the Trustee Nominating Committee, the Board of Trustees may establish a Trustee Nominating Committee, separate from the Executive Committee, consisting of no less than three and no more than five Members of the Board, including a chairman. Such Trustees Nominating Committee shall perform the duties and functions described in Section 2.01 (a) above.

SECTION 3. TENURE.

3.01 Tenure, upon election as a Trustee, shall be for three years.

Trustees may be re-elected for any number of successive three-year terms.

3.02 A Trustee may be removed at any time by a two-thirds vote of the Board of Trustees at a meeting at which a majority of the Trustees is present. Prior to the removal of a Trustee, said Trustee shall be given at least ten days notice by certified mail of the contemplated action of the Board of Trustees.

3.03 The Board of Trustees may establish minimum participatory standards for Trustees. The Executive Committee shall be empowered to evaluate the performance of any Trustee on the basis of those standards and make appropriate recommendations to the Board of Trustees, which may include removal in accordance with Section 3.02 above.

ARTICLE VI OFFICERS

SECTION 1. OFFICERS.

1.01 The following Officers shall be elected by the Board of Trustees from among its own Members:

  1. Chairman of the Board;
  2. Vice Chairman;
  3. Treasurer;
  4. Secretary.

1.02 The Board of Trustees may elect other Officers, as deemed necessary, who need not be Members of the Board of Trustees, such as:

  1. Assistant Secretary;
  2. Assistant Treasurer;
  3. Such other Officers as may be deemed necessary.

1.03 ELECTION. Officers shall be elected at the Annual Meeting of the Board of Trustees. Vacancies occurring in any office before the normal expiration of the term of office may be filled at the Semiannual or a Special Meeting of the Board for the period until the next Annual Meeting of the Board. In urgent cases, vacancies in any office occurring during the intervals between Meetings of the Board may be filled on an

“Acting” basis by the Executive Committee until the next Meeting of the Board.

1.04 OFFICER NOMINATING COMMITTEE. An Officer Nominating Committee shall be established in accordance with the provisions of Article VD Section 6 for the purpose of nominating candidates for the elected offices.

1.05 TENURE OF OFFICERS. The CHAIRMAN and Vice CHAIRMAN of the Board of Trustees shall be elected for three years and may be reelected for successive one year term without limit or number. Other Officers shall be elected annually and may be reelected for successive one-year term.

1.06 REGISTRATION. Any Officer may resign his or her office by submitting a written resignation to the Chairman of the Board. Resignation as an Officer does not constitute resignation as a Trustee unless the resigning Officer so stipulates.

1.07 REMOVAL. Any Officer of the Board of Trustees may be removed from office, with or without cause, by a two-thirds vote of the Board of Trustees 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 of Trustees. Removal of an Officer does not constitute removal as a Trustee unless such action has been effected in accordance with the provisions of Article V Section 3.02 of these By-Laws.

SECTION 2. COMPENSATED OFFICERS

2.01 The Board of Trustees may elect the following Compensated Officers of the Corporation:

  1. The President who shall be the Executive Director;
  2. The Administrative Director.

2.02 The Board of Trustees may elect or appoint other Compensated Officers as may be deemed necessary by the Board.

2.03 The Compensated Officers of the Corporation shall hold office at the pleasure of the Board of Trustees, regardless of any otherwise established terms of office.

2.04 The President shall be elected for a one-year term at any Annual or Semiannual Meeting of the Board and may be re-elected for successive one-year term
A vacancy in the office of the President occurring before the normal expiration of the term of office may be filled at a Special Meeting of the Board for the period until the next regular Meeting of the Board.

2.05 The Administrative Director and other Compensated Officers may be elected and/or appointed by the Board of Trustees at any Meeting of the Board for indefinite term of office. Any vacancies occurring in these offices between Regular Meetings of the Board may be tilled by the Executive Committee until the next Meeting of the Board.

2.06 The President, the Administrative Director and other Compensated Officers shall be full-time employees of the Corporation and shall not engage in outside employment without the express and advance approval of the Board of Trustees which may be granted only in special circumstances and in the best interest of the Corporation; the authority for such approval may not be delegated by the Board.

2.07 The President, the Administrative Director and other Compensated Officers, in their public written or oral statements, as employees and representatives of the Corporation, shall reflect the policies of the Corporation as set forth in Article m of these By-Laws both in the letter and the spirit of those policies.

2.08 The Board of Trustees shall fix the salaries of the President, the Administrative Director and other Compensated Officers; such authority may not be delegated by the Board.

ARTICLE VD COMMITTEES

SECTION 1. STANDING COMMITEES. The following Standing Committees of the Board of Trustees shall be organized and established:

  1. Executive;
  2. Finance;
  3. Scholarship;
  4. Officer Nominating;
  5. Membership and Fund-raising;
  6. Cultural Exchange.

1.01 Members of the Standing Committees shall be elected each year at the Annual Meeting of the Board. The chairman of each of the Standing Committees must be a Member of the Board of Trustees of the Corporation.

1.02 The Standing Committees shall meet at such times and places as may be convenient, and may establish such rules to govern their meetings as shall be deemed necessary, provided such rules are approved by the Board of Trustees and are not inconsistent with these By-Laws. A majority of the members of each Committee shall constitute a quorum for the transaction of business. Members of the Board of Trustees who are not members of a Standing Committee may attend meetings of any Standing Committee as observers but have no inherent right to participate in the proceedings thereof.

1.03 If at any time one or more of the Standing Committees is not organized. The functions of each such Committee may be performed by the Executive Committee.

SECTION 2. SPECIAL COMMITTEES. Special Committees may be created at any Meeting of the Board of Trustees to perform a special task, secure data or information. or investigate a situation and submit a report or recommendation to the Board of Trustees. Members of Special Committees may be appointed by the Chairman of the Board or elected by the Board.

SECTION 3. EXECUTIVE COMMITTEE.

3.01 The Executive Committee shall consist of the following members; the Chairman of the Board, the Vice Chairman of the Board; the Treasurer; and up to four Members of the Board elected by the Board. The President of the Corporation shall serve as an ex officio non-voting member of the Executive Committee.

3.02 The Chairman of the Board shall be the Chairman of the Executive Committee. The Chairman shall preside at all Executive Committee meetings at which the Chairman is present; in the event of the absence of the Chairman, the Vice Chairman shall preside as Acting Chairman.

3.03 The Chairman shall set the agenda for Committee meetings and shall designate the time and place for meetings.

3.04 The Committee shall meet as frequently as circumstances dictate but at least one in each quarter. Between Meetings of the Board of Trustees, Meetings shall be called on the initiative of the Chairman or upon the request of at least three members of the Committee.

3.05 The Chairman of the Committee may invite members of the Corporation staff and/or consultants or advisors to participate in meetings in an advisory or consultative capacity. Any Trustee may request permission to appear before the Executive Committee; such request shall contain a statement of the matter to be discussed and all pertinent information in regard thereto. Members of the Board of Trustees who are not members of the Executive Committee may attend meetings of that Committee as observers but have no inherent right to participate in the proceedings thereof. Any meeting of the Committee may be limited to members of the Executive Committee, or to members of the Executive Committee who are Trustees, by declaration of an executive session by the Chairman who shall state the reasons therefore.

3.06 Ratification by the Board of Trustees of all substantive actions and decisions of the Executive Committee is required. For this purpose, the Chairman will ensure that a summary listing of all such actions and decisions since the previous meetings of the Board is reported to the Board at the Annual and Semiannual Meetings of the Board.

3.07 The Chairman shall appoint a secretary or assistant secretary of the Committee and shall ensure that a record of the Committee’s actions and proceedings is maintained; such record shall be signed and filed in the “Executive Committee Book of Minutes” and maintained with the records of the Corporation. Minutes of all meetings of the Executive Committee shall be mailed to all Trustees.

SECTION 4. FINANCE COMMI’ITEE.

4.01 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 Committee shall:

  1. Oversee the management of the invested funds, making timely reports to the Executive Committee and the Board of any significant developments or trends in the management of those funds, particularly as related to the objectives and guidelines for the management of those
  2. Develop financial policy recommendations for submission to the Board;
  3. Advise and assist the Treasurer in the performance of his or her duties;
  4. Review the annual budget submitted to the Board by the Executive Director and make recommendations to the Board in regard thereto at the Semiannual Meeting of the Board;
  5. Review the annual audit report and report thereon to the Board of Trustees at the Annual Meeting, ensuring that all ramifications of the audit report are fully and clearly elucidated to the Board.

4.02 The Finance Committee shall consist of the Treasurer and no fewer than two additional persons elected by the Board of Trustees. The Treasurer shall be the Chairman of the Finance Committee.

4.03 The Finance Committee shall meet as frequently as required but no less than quarterly to review the management of the invested funds and the financial status of the Corporation. Meetings shall be called on the initiative of the Chairman of the Finance Committee.

4.04 All matters relating to the investment of funds and the purchase or lease of property shall be referred to the Finance Committee.

4.05 All decisions and/or recommendations of the Finance Committee shall be reported promptly to the Executive Committee and the Board of Trustees.

SECTION 5. SCHOLARSHIP COMMITTEE.

5.01 The functions of the Scholarship Committee shall be exercised by the Executive Committee and the Chairman of the Executive Committee shall serve as the Chairman of the Scholarship Committee.

5.02 The Scholarship Committee shall formulate principles and guidelines for the conduct of the Corporation’s scholarship programs for submission to the Board of Trustees for approval.

5.03 On the basis of the above principles and guidelines, the” Annual Scholarship and Grant Schedule” prepared by the President, and the stipulations of gift instruments establishing scholarship funds, the Scholarship Committee shall: select the recipients of scholarships and grants; establish the amounts of each scholarship and grant; and impose any restrictions or conditions on any of the scholarships or grants awarded. All scholarships and grants must be authorized by the Scholarship Committee.

5.04 The Scholarship Committee shall meet as frequently as required.

Meetings shall be called on the initiative of the Chairman. The Chairman shall appoint a Secretary to record the decisions of the Committee. Decisions of the Scholarship Committee in regard to grants or scholarships shall be reported to the Board of Trustees as an enclosure to the minutes of the meetings of the Executive Committee.

5.05 The Board of Trustees may establish a Scholarship Advisory Committee, consisting of educators and/or academicians, for the purpose of professionally screening applications for scholarships and grants and making recommendations in regard thereto. The Chairman of the Board of Trustees shall designate the Chairman of the Scholarship Advisory Committee. The President shall coordinate the functions of the Scholarship Advisory Committee and serve as the point of contact and liaison between the Scholarship Advisory Committee and the Scholarship Committee.

5.06 In lieu of the Executive Committee exercising the functions of the Scholarship Committee, the Board of Trustees may establish a Scholarship Committee, separate and distinct from the Executive Committee, consisting of up to five persons. including a chairman, elected by the Board. Such Scholarship Committee shall perform duties and functions described above in this Section. except that authorizations for all scholarships and grants shall be approved by the Executive Committee.

SECTION 6. OFFICER NOMINATING COMIMITTEE.

6.01 An Officer Nominating Committee shall be established consisting of up to five persons, including a Chairman, elected by the Board of Trustees. The Officer Nominating Committee elected at one Annual Meeting shall serve through the election of the Corporation’s Officers at the next Annual Meeting of the Board or until their successors shall have been elected and qualified.

6.02 The Officer Nominating Committee shall propose candidates for all of the offices and committees of the Corporation.

6.03 The Officer Nominating Committee shall meet as required on the initiative of its Chairman.

SECTION 7. MEMBERSHIP AND FUND-RAISING COMIMITTEE.

7.01 A Membership and Fund-Raising Committee shall be established consisting of up to five persons, including a Chairman elected by the Board. The President shall serve as an ex officio non-voting member of the Committee.

7.02 A Membership and Fund-Raising committee shall develop and recommend to the Board of Trustees plans and programs for members to development and fund-raising; monitor and evaluate the Corporation’s plans and programs for membership development and fund-raising and the staffs effectiveness in the implementation thereof; and, with all of the Trustees, actively participate in membership development and fund-raising programs.

7.03 The Chairman of the Membership and Fund-Raising Committee shall make appropriate reports to the Board of Trustees at the Annual and Semiannual Meetings of the Board.

SECTION 8. CULTURAL EXCHANGE COMMI’ITEE.

8.01 A Cultural Exchange Committee shall be established consisting of three persons, including a Chairman, elected by the Board.

8.02 The Cultural Exchange Committee shall develop and recommend to the Board of Trustees plans and programs for cultural exchange; monitor and evaluate the Corporation’s plans and programs for cultural exchange and the staffs effectiveness in the implementation thereof; with all of the Trustees, actively participate in cultural exchange programs; and at the Semiannual Meeting of the Board. make recommendations to the Board concerning cultural exchange for the ensuing fiscal year.

8.03 The Cultural Exchange Committee shall meet as required on the initiative of its chairman.

ARTICLE VIII

GENERAL MANAGEMENT OF THE CORPORATION

SECTION 1. GENERAL POLICY. All Trustees and Officers shall discharge the duties of their respective positions in good faith and with that degree of diligence, care and skill which ordinarily prudent persons would exercise under similar circumstances in like positions.

SECTION 2. BOARD OF TRUSTEES. The Board of Trustees is vested with the full powers for the governance and general management of the Corporation. The Board shall without limitation:

  1. Have supervisory authority and control over all the business, assets, property and affairs of the Corporation;
  2. b. Establish policies and approve programs for the attainment of the objective of the Corporation:
  3. Establish policies and guidelines for the management of all of the operations of the Corporation and review management’ s performance in execution thereof.
  4. Acts as the fiscal steward of the Corporation: review and approve budgets and financial plans; authorize the disbursement of funds; insure the establishment of effective procedures for fiscal controls and fiscal management; insure timely and responsive financial reporting; review the financial status on a regular basis.
  5. Assist and cooperate in fund-raising and membership development campaigns and programs;
  6. Ratify all substantive actions and decisions of the Executive Committee exercising the powers of the Board in the intervals between the Regular Meetings of the Board;
  7. Elect such Officers and establish such Committees as are necessary for the conduct of the affairs of the Corporation;
  8. Perform such other duties and responsibilities as prescribed in these By-Laws or as may be derived from the full powers for the governance and the general management of the Corporation.

SECTION 3. EXECUTIVE COMMl1TEE. The Executive Committee shall exercise the powers of the Board of Trustees during the intervals between Meetings of the Board, except as restricted by law, these By-Laws or the Board of Trustees. The Executive Committee shall:

  1. In exercising its powers, be charged with the authority and responsibility for the implementation of the policies and directives of the Board of Trustees for the governance and general management of the Corporation (policies duly established by the Board of Trustees may not be counter mandated by the Executive Committee);
  2. Serve as the principal supervisory and monitoring agency of the Board of Trustees in all financial and operational activities of the Corporation;
  3. Serve as the principal advisory body to the Board of Trustees in all matters relating to the management of the Corporation;
  4. Perform such other duties and responsibilities as prescribed in these By-Laws and/or as directed by the Board of Trustees.

SECTION 4. CHAIRMAN OF THE BOARD OF TRUSTEES. The Chairman of the Board shall be the chief executive of the Corporation. The Chairman shall:

  1. Insure the implementation of the policies and decisions of the Board of Trustees and the Executive Committee for the governance and general management of the Corporation;
  2. Provide guidance, direction and leadership to the management staff of the Corporation for the implementation of the policies and decisions of the Board of Trustees and the Executive Committee;
  3. Serve as Chairman of the Executive Committee;
  4. Preside at all meetings of the Board of Trustees and of the Executive Committee at which the Chairman is present;
  5. Make a report to the Board of Trustees at the Annual Meeting of the Board. evaluating the progress. direction and organizational strength of the Corporation;
  6. Formulate, with the President, and have published and distributed the agenda for all meetings of the Board and of the Executive Committee;
  7. Perform such other duties an responsibilities as prescribed in these By-Laws and/or directed by the Board of Trustees.

SECTION S. VICE CHAIRMAN OF THE BOARD. The Vice Chairman of the Board of Trustees shall serve as a member of the Executive Committee and shall perform other duties and responsibilities as may be directed by the Board of Trustees or the Chairman.

SECTION 6. TREASURER. The Treasurer shall have supervisory authority over all of the funds. securities and accounts of the Corporation and over the maintenance of all records in regard thereto. The Treasurer shall:

  1. Insure the implementation of proper fiscal recording and accounting procedures and full and responsive reporting procedures;
  2. Supervise the disbursement of all funds as directed by the Board of Trustees;
  3. Sign checks of the Corporation in accordance with procedures established in accordance with Article IX Section 8 of these By-Laws;
  4. Maintain, with the Finance Committee, oversight of the management of the invested funds of the Corporation; make timely reports, to the Executive Committee and the Board of Trustees, 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;
  5. Serve as Chairman of the Finance Committee;
  6. Render a report to the Board of Trustees at the Annual and Semiannual Meeting of the Board;
  7. Perform such other duties and responsibilities as prescribed in these By-Laws and/or the Executive Committee.

SECTION 7. SECRETARY. The Secretary shall:

  1. Keep the minutes of the Meetings of the Members of the Corporation and Meetings of the Board of Trustees; 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 Meetings;
  2. Sign and/or attest such instruments as may required by law or authorized by the Board of Trustees;
  3. Safeguard the Seal of the Corporation in the offices of the Corporation;
  4. Affix or cause to be affixed the Seal of the Corporation to all instruments requiring same when so authorized by the Board of Trustees;
  5. Ensure that copies of the minutes of all Meetings of the Members of the Corporation and Meetings of the Board of Trustees are mailed to all Trustees;
  6. 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.

SECTION 8. OTHER BOARD OFFCERS. If, in accordance with Article VI Section 1.02 of these By-laws, an Assistant Treasurer, Assistant Secretary, and/or other Officers are elected, they will perform such duties and be assigned such responsibilities as may be directed by the Board of Trustees.

SECTION 9. PRESIDENT. The President shall be the chief operating

-officer of the Corporation. In the event no person has been elected to perform the functions of the President, the Chairman or persons designated by the Chairman shall assume responsibility for the duties of the President. The President shall perform duties and responsibilities set forth in these By-Laws and/or directed by the Board of Trustees, the Chairman, and/or the Executive Committee; shall be responsible for the execution of and compliance with all policies instructions and guidance enunciated by the Board of Trustees and/or the Executive Committee. In the execution of the duties and responsibilities and the general conduct of the office, the President shall be accountable directly to the Executive Committee and its Chairman and ultimately to the Board of Trustees. In the performance of the duties and responsibilities as the chief operating officer of the Corporation, the President shall:

  1. Direct and control the business and affairs of the Corporation and be responsible for its day-to-day operations;
  2. Implement proper and effective fiscal and accounting procedures; maintain fully adequate fiscal records encompassing all funds, securities and accounts; implement full and responsive fiscal reporting procedures;
  3. Develop programs for the attainment of the objective of the Corporation, plans for fund-raising and membership developments, and concepts and plans for the conduct of all the Corporation’s programs, including scholarship programs;
  4. Submit reports to the Board of Trustees on all aspects of the Corporation’s finances, programs and activities;
  5. Be responsible for and the maintenance or records or property to include real estate, equipment and furniture, books, art collections, memorabilia and any other tangible and intangible property owned by the Corporation;
  6. Maintain effective channels of communication with the Board of Trustees and with the Executive Committee, notifying that Committee promptly of any developments which would normally come before the Board of Trustees; facilitate optimum interaction between management and the Board of Trustees in order to enable the Board to fully perform it governance and general management function;
  7. Serve as the chief public spokesman of the Corporation; be responsible for the enhancement of the image of and the promotion of the Corporation through appropriate public appearances, cultivating relations with the media, and other public relations efforts;
  8. Maintain effective liaison with the Corporation’s chapters;
  9. Maintain effective relations with universities and other educational and cultural organizations and institutions and with agencies of the United States government and other governments necessary for the conduct of the Corporation’s programs;
  10. Have the power to hire and remove employees, consistent with budget and personnel staffing plans approved by the Board of Trustees; develop an effective management team, with provisions for succession; annually develop a proposed salary and benefit schedule for the staff employees of the Corporation;
  1. Develop and maintain an annual operations calendar to insure timely planning for all operations and programs of the Corporation; Give proper notice of all Meetings of the Board of Trustees and of the Executive Committee as directed by the Chairman of the Board; Develop and maintain current an “Operational Guide,” consisting of all policies, instructions and guidance enunciated by the Board of Trustees and/or the Executive Committee, for the ready-reference purposes of the staff, the Executive Committee and the Board.

SECTION 10. ADMINISTRATIVE DIRECTOR. The Administrative Director shall serve as the deputy chief operating officer of the Corporation and, as directed by the President, shall be responsible for the conduct of the administrative affairs of the Corporation. In the event of the extended absence or disability of the President, the Administrative Director, the Chairman, or persons designated by the Chairman shall assume responsibility for the day-to-day management of the operations of the Corporation.

SECTION 11. OTHER COMPENSATED OFFICERS. If, in accordance with Article VI Section 2.02 of these By-Laws, other Compensated Officers of the Corporation are elected or appointed, they will perform such duties and responsibilities as may be directed by the Board of Trustees.

ARTICLE IX

FINANCIAL MANAGEMENT

SECTION 1. The fiscal year of the Corporation shall begin on July 1st and end on June 30th 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 restricted 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 only in such banks or trust companies as the Board of Trustees may designate. The authority for such designation may not be delegated by the Board.

SECTION 4. CONTRACTS.

4.01 The Board of Trustees or the Executive Committee, except as otherwise provided in these By-Laws, may authorize an Officer or Officers to enter into a contract or execute an instrument in the name of and on behalf of the Corporation; such authority may be general or restricted to specific purposes. Unless so authorized by the Board of Trustees or the Executive Committee, no Officer or employee of the Corporation shall have any power or authority to bind the Corporation by any contract or agreement, to pledge credit, or to render it liable for any purpose or for any monetary consideration.

4.02 No contracts or agreements for any retirement plans, bonding, liability insurance or any other insurance, including medical, hospital, real estate or property insurance, shall be executed without prior approval of the Board of Trustees. Once authorized by the Board, such contracts or agreements will be reviewed annually by the Executive Committee.

SECTION S. MANAGEMENT OF INVESTED FUNDS.

5.01 The Board of Trustees shall establish objectives and guidelines for the management of the Corporation’s invested funds; the authority for such may not be delegated by the Board. The Finance Committee shall review the objectives and the guidelines on at least an annual basis and make recommendations to the Board of Trustees in regard thereto.

5.02 The Board of Trustees shall designate an investment manager(s) for the management of the Corporation’s invested funds; the authority for such designation may not be delegated by the Board. The Board may specify to the investment manager any organization or consolidation of invested funds for the purpose of insuring proper control of the disbursement of the investment income of those funds.

5.03 The Finance Committee shall be responsible for the oversight of the management of the invested funds to insure that the established objectives and guidelines are implemented; any deviations from those objectives and guidelines shall be promptly reported to the Executive Committee and the Board of Trustees.

5.04 The Chairman of the Finance Committee shall make a report on the effectiveness of the investment manager in achieving the objectives of the Corporation for the management of its invested funds and any other matters relating to the investment manager’s performance at the Annual Meeting of the Board.

SECTION 6. BUDGET.

6.01 The President shall submit a proposed budget to the Board of Trustees annually. The proposed budget shall provide detailed plans for the management of the restricted and unrestricted operations of the Corporation~ to include: projected income from all sources, including investment income; projected expenses for all programs, projects, activities and operations; salary and benefit schedules for all employees; and comparative data for the budget of the previous fiscal year and experience data for previous year(s).

6.02 The proposed budget shall be prepared on the balanced budget principle and on the basis of valid and realistic projections of income and expenses and not on the basis of goals established otherwise for whatever purposes.

6.03 The President shall prepare and submit the proper budget on a time schedule which will assure review by the Finance Committee prior to the consideration of the budget by the Board of Trustees at the Semiannual Meeting of the Board.

6.04 When approved by the Board of Trustees, the budget shall constitute the financial guidance of the Corporation for the ensuing fiscal year. The Board may specify any expenditure items in the budget to be held in abeyance subject to further review and final authorization by the Executive Committee during the operative year of the budget.

6.05 The Executive Committee may modify the approved budget during the course of the operative year of the budget in urgent situations; however such modifications may not violate the balanced budget principle. The Board of Trustees shall be notified of any such substantive modifications to the approved budget by the Executive Committee, the reasons therefore and the overall impact on the budget.

6.06 During the operative year of the budget, the President shall notify the Executive Committee of any developing problem areas, particularly in regard to potential deficits. and recommend corrective action.

6.07 At the Annual Meeting of the Board of Trustees, the President shall submit a report to the Board of Trustees on the budget for the previous fiscal year.

SECTION 7. AUDIT.

7.01 The accounts of the Corporation shall be audited at least annually by a certified public accountant. The accountant(s) shall be selected by the Board of Trustees. The Finance Committee shall make recommendations in that regard. However, the selection of the accountant(s) may not be delegated by the Board. The annual audit report shall generally conform to the provisions of the” Audit and Accounting Guide–Audits of Certain Nonprofit Organization,” published by the American Institute of Certified Public Accountants.

7.02 The annual audit report and all management letters and other related material submitted by the independent accountant(s) shall be provided by the accountant(s)

directly to the Executive Committee. The Chairman of the Executive Committee shall insure

that the audit report and all management letters and other related materials are mailed to all

the Trustees as early as practical.

7.03 The Chairman of the Finance Committee, at the Annual Meeting of the Board. shall present a summary review and analysis of the audit report to the Board.

SECTION 8. DISBURSEMENT OF FUNDS.

8.01 The President, the Chairman, the Vice Chairman, or the Treasurer shall be authorized to sign checks in accordance with procedures established by the Board of Trustees or as provided in these By-Laws; no other staff members shall be authorized to sign checks except that, in the event of the extended absence or disability of the President, the Administrative Director may be authorized temporarily by the President to sign checks.

8.02 All checks of the Corporation shall be signed and countersigned by two Officers of the Corporation specifically designated by the Board of Trustees in accordance with procedures duly established by the Board or as provided in these By-Laws. The authority for the designation of Officers who may sign and countersign checks may not be delegated by the Board. No other Officers or persons shall be authorized to sign checks.

SECTION 9. RECORDS.

9.01 The President shall be responsible for the maintenance of all financial records of the Corporation encompassing all funds, accounts, securities and investments of the Corporation to include the recording of all accretions, income, expenditures and commitments.

9.02 The President shall be responsible for the maintenance of records of all property of the Corporation to include real estate, equipment and furnishings. books, art collections, memorabilia. etc .• and any other tangible or intangible property owned by the Corporation. An annual inventory of property shall be conducted in January of each year and report thereof submitted to the Executive Committee; such report will identify all significant items of property acquired, lost or disposed of since the previous inventory.

SECTION 10. REPORTS.

10.1 The President shall submit Quarterly Financial Reports to the Board of Trustees; such reports will include; income and accretions from all sources; expenditures for all programs, projects, activities and operations; and budget data for the operative year in a directly relatable form. The June 30th Quarterly Financial Report shall constitute the Annual Financial Report. The Annual and the Quarterly Financial Reports shall be mailed to all Trustees.

10.2 The President shall submit to the Board of Trustees separate financial reports on any specified programs, projects or activities of the Corporation as designated by the Executive Committee or the Board.

ARTICLE X

PROGRAM MANAGEMENT

SECTION 1. The Corporation shall conduct and/or sponsor scholarship, educational and cultural programs and activities in furtherance of the purposes and objectives set forth in Article n of these By-Laws.

SECTION 2. ANNUAL PLAN.

2.01 The President shall submit for approval, at the Semiannual Meeting of the Board, an outline plan for the programs and activities of the Corporation for the ensuing fiscal year; such plan will include a description. purpose, financial considerations and pertinent administrative details. When approved by the Board of Trustees, the plan shall constitute guidance for the Corporation programs and activities for the ensuing fiscal year. During the fiscal year, the Executive Committee may modify the plan; however, no new major programs may be initiated without the approval of the Board of Trustees.

2.02 At the Annual Meeting of the Board, the President shall make a report on the program and activities of the Corporation during the preceding fiscal year; such report will include an objective analysis of the successes, failures and lessons learned in the conduct of those programs and activities.

SECTION 3. LONG-RANGE PLAN. The President shall prepare and maintain current, with periodic up-dating, a long-range plan (five to 10 years) for the goals and objectives of the Corporation; such long-range plan shall be submitted to the Board of Trustees for approval. When approved by the Board, the long-range plan shall serve as broad and general guidance for planning purposes.

SECTION 4. SCHOLARSHIP PROGRAMS.

4.01 The President shall prepare an “Annual Scholarship and Grant Schedule” based on approved principles and guidelines (Article VII Section 5.02), stipulations of gift instruments establishing scholarship endowment funds, stipulations of gifts and grants from whatever sources for scholarship purposes, and projected annual income for scholarship purposes. The Schedule will include: the name and source of each scholarship fund and grant; stipulated purpose of that fund or grant; income projections for the year; fund (or deficits) carried over from the previous years; and scholarships and grants planned for the year. The Schedule will be maintained current during the course of each fiscal year to indicate, at any point in time, the status of each scholarship fund and grant.

4.02 The” Annual Scholarship and Grant Schedule” shall serve as a guide for the Scholarship Committee and the Scholarship Advisory Committee in the execution of ‘their scholarship functions (Article VII Section 5).

SECTION 5. MEMBERSHIP DEVELOPMENT PROGRAMS. The President shall develop programs to expand the membership of the Corporation in coordination with the Membership and Fund-Raising Committee (Article VII Section 7).

5.01 The President shall submit a written report to the Board of Trustees, at the Annual Meeting, of the status of membership and progress in expanding membership during the previous fiscal year.

5.02 The Chairman of the Membership and Fund-Raising Committee shall make appropriate reports to the Board of Trustees in regard to membership development at the Annual and Semiannual Meetings of the Board.

SECTION 6. FUND-RAISING PROGRAMS. The President shall develop programs for fund-raising to include: grants and gifts from other foundations and institutions; corporate gifts; testamentary gifts; and other potential sources of contributions to the Corporation. Such programs will be developed in cooperation with the Membership and Fund-Raising Committee (Article VII Section 7).

SECTION 7. PUBLIC RELATIONS PROGRAMS. The President shall develop plans and programs for the promotion of the Corporation and the enhancement of its

image through appropriate public relations efforts.

ARTICLE XI

THE CORPORATION NEWSLETTER

SECTION 1. The Corporation shall publish an organizational Newsletter with such frequency as established by the Board of Trustees; such frequency shall be no less than quarterly. The President shall be responsible for the publication of the Newsletter.

SECTION 2. The purpose of the Newsletter shall be: to promote the Corporation; inform the membership of the programs and activities of the Corporation; publish information and/or articles in furtherance of an consistent with the scholarship, educational and cultural purposes of the Corporation.

SECTION 3. The Newsletter shall at all times reflect the policies of the Corporation as set forth in Article ill of these By-Laws both in the letter and the spirit of those policies.

ARTICLE

VII LOCAL CHAPTERS

SECTION 1. The Board of Trustees may authorize the establishment of local chapters in the United States when there is sufficient interest to justify the establishment of such a chapter.

SECTION 2. The purpose of local chapters shall be: to support the purposes, objectives and programs of the Corporation at the local level; to promote the expansion of the membership of the Corporation; to promote fund-raising programs of the Corporation; and to conduct local programs in extension of the national programs of the Corporation.

SECTION 3. The establishment and operation of local chapters shall be subject to the By-Laws for local chapters approved by the Board of Trustees and to such rules and regulations as the Board of Trustees may attach to the organization’s charter or may promulgate from time to time.

SECTION 4. The President shall maintain liaison with local chapters and report, periodically, on the status and viability of each chapter.

ARTICLE XIII CONTRIBUTING MEMBERS

SECTION 1. Contributing Members are not entitled to vote as such, and only a Member of the Board of Trustees in its capacity as a Trustee is entitled to vote on any matters pertaining to the management of the Corporation.

SECTION 2. Any person, club, organization, corporation or institution, interested in the purpose, objectives and programs of the Corporation and desiring to support same, may apply for membership in the Corporation as a Contributing Member.

SECTION 3. Categories of contributing membership and the schedule of contributions for each category shall be established and published by the Board of Trustees. The membership and Fund Raising Committee shall periodically review the categories of contributing membership and make recommendations to the Board in regard thereto.

SECTION 4. Any contributing membership in the Corporation or its renewal is deemed to be at the pleasure of the Board of Trustees.

                                                                                                                                                                                                                                                                                                                               ARTICLE XIV INDEMNIFICATIONS

SECTION 1. The Corporation shall indemnify any person who at any time is made a party to any action, suit or proceeding (or any appeal therein), whether civil or criminal and whether by or in the right of the Corporation or otherwise, by reason of the fact that such person, or such person’s testator or intestate. is or was a Trustee or Officer authorized to act for or on behalf of the Corporation against all judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred as a result of such action or proceeding or any appeal therein, provided that no indemnification may be made to or on behalf of any Trustee or Officer if a judgment or other final adjudication adverse to such person establishes that such person’s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or that such person personally gained in fact a financial profit or other advantage to which such person was not legally entitled.

ARTICLE XV INTERIM OPERATIONS

SECTION 1. Pending sufficient membership and funding to permit the full scope of activities envisioned by the preceding and organization to support those activities, it is understood that not all of these By-Laws may be necessary, practical or even possible in the operations of the Corporation, including the election of Compensated Officers, establishment of Standing Committees and appointment of an investment manager. The phasing in of activities and development of the supporting organization shall be at the discretion of the Board of Trustees. using their best judgment. Further, as an interim measure, the duties of the Compensated Officers shall be allocated by the Board to its Officers.

ARTICLE XVI

AMENDMENTS TO THE BY-LAWS

AND THE CERTIFICATE OF INCORPORATION

SECTION 1. These By-Laws may be amended or repealed at any Annual, Semiannual or Special Meeting of the Board of Trustees, provided that written notice shall have been mailed to each Member of the Board of Trustees, stating the proposed change, at least ten days prior to such Meeting. For purposes of amending the By-Laws, a vote of two-thirds of the Members of the Board present and constituting a quorum shall be required.

SECTION 2. Whenever an amendment or new By-Laws are adopted, such shall be entered in the proper place in the “Book of By-Laws of the Corporation,” maintained in the offices of the Corporation, signed by the Secretary and authenticated. If any provisions of the By-Laws are repealed, the fact of repeal with the date of the Meeting at which the repeal was enacted shall be entered in the “Book of By-Laws of the Corporation.