ALBANIAN-AMERICAN COMMUNITY OF ILLINOIS (U.S.A.)
BY-LAWS DATE: July 01, 2012
The name of this organization shall be the Albanian-American Community of Illinois (AACI), hereafter. AACI is intended to be a not-for profit organization under section 501(c)(3) of the IRS tax code, and its office is located in the State of Illinois.
AACI is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
AACI develops its activities in accordance with the legal order of the State of Illinois and the U.S. Constitution.
All people of Albanian descent and those married to Albanians who live in Illinois and who are interested and committed to the promotion and development of our community are eligible to membership in this organization.
Requests for membership shall be accepted by the Treasurer, upon endorsement of one member of AACI in good standing. The Treasurer shall thereupon send the new member a copy of the By-Laws with amendments, if any, to date (or refer the new member to an electronic version of the document)
Section 3. Honorary Membership.
Pursuant to the process provided herewith, persons of notable ability and who have an understanding and agree with the mission of AACI, may have honorary membership conferred upon them. Persons of distinction who are not of Albanian descent or/and members of the Albanian American community of another state, may be elected by the Board of Directors to honorary membership in AACI, upon formal nomination by the members. Honorary members shall be entitled to the privileges of any other member during meetings, but shall not be entitled to vote; and they shall pay no dues and shall have no right, title, interest in any property of AACI.
Section 4. Special List of Members.
Any member of AACI who shall have attained the age of sixty five years, and who has been a member in good standing continuously for at least ten (10) years, shall upon his/her request, have their name placed upon in a special list of members, and shall thereafter be exempt from further payment of the AACI dues. They shall enjoy all the privileges of membership, including the right to vote. In case of any question as to the length of membership, the Board of Directors or General Assembly members may determine the issue.
Section 1. Scale of Dues.
Each member shall pay membership dues each year from January 1st to July 1st, payable on a yearly basis, in such amount as may be from time to time determined by the Board of Directors with the approval of a simple majority vote of the current members.
The amount of annual dues shall be twenty five ($25). Children (up to 12 years of age), whose parents are AACI members in good standing are also considered members of AACI. Fee is subject to change.
No person shall be in good standing or be qualified to exercise or be entitled to receive any privilege of membership who is in default of payment of their membership dues for a period of 6 months.
Section 4. Special Members.
This Article shall not apply to honorary members of AACI who have been placed on the special list pursuant to Section 4 of Article III of the By-Laws.
The management of the affairs of the AACI shall be vested in a Board of Directors and its Officers, as defined by the AACI's By-Laws.
The Officers of AACI shall be one Chair, one/two co-chairs, one/two Secretaries, and one/two Treasurers. These will constitute the Board of Directors of AACI and their term in office shall be for two years. The Chair may not serve more than two terms.
Minimum number of Officers constituting the initial Officers and or Directors is three (3): one Chair, one Secretary, and one Treasurer.
Section 4. Duties.
The Officers of AACI shall perform the duties usually performed by such Officers, together with such duties as shall be prescribed by the By-Laws and in addition shall have the following responsibilities:
a. Chair: The Chair shall be jointly or severely members ex-officio, of the Board. It shall be the duty of the chair to jointly consult with all members of the Board, to call and chair all meetings, provide overall leadership accepted by the Board for the AACI, and help prepare a budget for the ensuing fiscal year and submit the same to the Board of Directors for its consideration prior to presenting it to the general membership.
b. Secretary: The Secretary shall act as Secretary of all meetings. The Secretary shall be responsible for the giving and serving of all notices of the AACI and shall perform all the duties customarily incident to the office of the Secretary, subject to the control of the Board and General Assembly, and shall perform such other duties as shall from time to time be assigned by the Board.
c. Treasurer: Immediately following the close of the fiscal year, the Treasurer shall collect dues and notify the members in arrears. The Treasurer shall pay all AACI bills that have been approved by the Board of Directors, shall prepare an annual financial report and present to the Board of Directors and members of AACI. The Treasurer shall assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Directors and the public.
The Officers of AACI shall meet at least once per quarter.
Board of Directors
Section 1. Composition
One representative and one vice-representative from each Albanian Region shall be vested in a Board of Directors. The representatives will have the authority to govern the AACI, by directing its policy and operations in all matters relating to the objects for which it has been formed. No Director shall have any right, title, or interest in or to any property of AACI. For representation purposes, Albanian Regions consist of: Republic of Albania, Republic of Kosova, Albanians from Macedonia, Albanians from Montenegro, Albanians from Presheva Valley, and Albanians from Chameria.
Section 2. Powers.
The duties of the Board will include:
- Oversee the activity of the Committees and Officers
- Propose distinguished individuals as members of honor for AACI
- Propose new permanent or ad hoc committees
- Oversee the financial statements of the Treasurer twice a year
- Make new amendments to modify By-Laws
Section 3. Resignation.
Resignation from the Board must be in writing and presented to the Board of Directors; but no resignation shall cancel the dues of a member for that part of the fiscal year during which s/he has had the privileges of membership.
Section 4. Expulsion.
A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a two-thirds vote of the remaining Directors.
Section 5. Vacancies.
When a vacancy on the Board exists, the vice-representative of respective region may by default become a representative of his/her region. If the representative and vice-representative are no longer on the Board, nominations for new members may be received from the General Assembly of the respective region two weeks in advance of a regular Board meeting. These nominations shall be reviewed and discussed upon at the next board meeting. These vacancies will be filled only until the end of the particular board member's term.
Section 6. Meetings.
Not less than four meetings shall be held by the Board of Directors at such time and place as the Chair of the Board shall determine. The Chair shall call other meetings of the Board when requested in writing by at least three (3) members thereof. At any meeting 2/3 of the Board composition shall constitute a quorum. Board decisions shall be made by consensus. The vice-representative shall have the authority to represent his/her region only in the absence of elected representative.
Section 7. General Assembly
The General Assembly is composed of Albanian-American residents of Illinois. Members of the General Assembly will serve for a period of two years, with no limit on the number of terms. The General Assembly members will have no decision-making authority, but provide guidance and counsel for the Board of Directors on various issues. Members of the General Assembly should include persons who may someday be on the Board of Directors. All members of the General Assembly shall be invited to attend and participate in all meetings of the Board of Directors and shall receive such information that is distributed to the Board of Directors as the Board shall determine. General Assembly shall not be permitted to vote at any meeting of the Board of Directors or with respect to any matters pertaining to the management of AACI.
Each representative in the Board of Directors shall have a list of names and contact information of the respective General Assembly members. General Assembly of each Albanian region shall have a minimum of three (3) persons.
At least one general annual meeting of AACI and its members shall be held each year at such time and place as the Board of Directors shall determine.
An Annual Report and Financial Summary will be prepared not less than two weeks before the Annual Meeting of AACI, and distributed to all members.
The annual report to be submitted to the Board will show income, expenditures, pending income, and the financial records of AACI are public information, and shall be made available to the membership, Directors and the public.
Notice of each meeting shall be given to each voting member not less than five business days before the meeting.
Election of Representatives and Vice-Representatives for each region will occur as the first item of business each term (every 2 years). Each region may elect their Representative and Vice-Representative three months in advance before the term ends. Proposed individuals or candidates must be members of AACI for a minimum of two-years in good standing, who will be elected by a simple majority vote of the current members of respective region. Following election of the Representatives, the Officers of the Board will be elected on the basis of a simple majority vote of the Representatives.
All voting will be held with preferably two candidates at a minimum for Chair, Vice Chair (or Co-Chairs), Treasurer, and Secretary.
Nominations for election to the Board of Directors may be made by any member of the AACI. At the election Meeting, the list of nominees shall include a summary of the background of the nominee(s), an affirmation of the nominee's understanding of the duties and responsibilities of Directorship, and the General Assembly’s recommendations in regard thereto. No Representative shall be elected without such procedures. The General Assembly shall also make recommendations to the Board of Directors concerning the re-election of Representatives.
The Board may, by resolution adopted by a simple majority vote from all members of the Board, establish and appoint any other standing committees. The Board of Directors shall appoint a chairperson of each committee. Each committee so appointed shall have only powers specifically delegated to them by the Board, provided that no such committee shall have powers which are not authorized for any standing committee. Upon incorporation the following Committees will be established:
a. Public Relations and Membership Committee
b. Community Affairs Committee
c. Fundraising and Events Organizing Committee
Contract, Checks, Bank Accounts and Investments
Section 1. Checks, Notes and Contracts
The Board of Directors is authorized to select such depositories as it shall deem proper for the funds of AACI and shall determine who shall be authorized on the AACI behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and documents.
Section 2. Investments
The funds of AACI may be retained in whole or in part in cash or may be invested and reinvested from time to time in such property, real and personal or otherwise, including stocks, bonds or other securities as the Board of Directors may deem desirable.
Office and Books
Section 1. Office
The office of the AACI shall be located as such place within the State of Illinois.
Section 2. Books
There shall be kept at the office of the AACI correct books of account of the activities and transactions of AACI including a minute book, a copy of the By-Laws and all minutes of meetings of the Board of Directors.
The fiscal year of AACI shall be the calendar year.
The AACI shall, to the fullest extent now or hereafter permitted by law, indemnify any person made or threatened to be made, a party to any action or proceeding, whether civil or criminal, by reason of the fact that he/she, his/her testator or intestate is or was a Chair, Officer, employee or agent of AACI, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorney fees and shall advance the expenses of such person in defending such an action or proceeding, with respect to such indemnification of or advancement of expenses to Officers and Chairs by agreement or by resolution of the Board of Directors.
However, there shall be no indemnification in relation to matters as to which he or she shall be adjudged to be guilty of a criminal offense or liable to AACI for damages arising out of his or her own gross negligence in the performance of a duty to the AACI. Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer, or employee.
If an amendment to these By-Laws should be proposed at any general meeting of AACI, it may be made, provided, however, that the proposed amendment has been previously approved of by the Board of Directors at least one week in advance of the general Meeting. In addition, the approval of any amendments must be posted online (if applicable) and be included in the notice of the meeting.
a. Amendments can be proposed in writing by at least one-fourth of the Directors
b. Amendments should be approved by a majority of at least two-thirds of people present at the general meeting of AACI and by not less than 50% of the total membership of AACI.
The duration of the AACI existence shall be perpetual until dissolution. Upon the dissolution of AACI, assets of the organization shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
At all times the following shall operate as conditions restricting the operations and activities of AACI:
1. No part of the net earnings of AACI shall inure to the benefit of, or be distributable to its members, trustees, Officers, or other private persons, except that AACI shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the mission statement hereof.
2. No substantial part of the activities of the AACI shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and AACI shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
3. Notwithstanding any other provisions of this document, the AACI shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future tax code, or by an organization, contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code, or corresponding section of any future tax code.
In witness whereof, we, the undersigned, have hereunto subscribed our names for the purpose of forming AACI under the laws of the State of Illinois and certify we executed these Articles of Organization on July 01, 2012.
ALBANIAN-AMERICAN COMMUNITY OF ILLINOIS
CONFLICT OF INTEREST POLICY
A conflict of interest is defined as an actual or perceived interest by a staff or Board member in an action that results in, or has the appearance of resulting in, personal, organizational, or professional gain. Officers and members are obligated to always act in the best interest of the organization. This obligation requires that any officer or member, in the performance of organization duties, seek only the furtherance of the organization mission. At all times, officers and board members are prohibited from using their job title or the organization's name or property, for private profit or benefit.
A. The officers and members of the organization should neither solicit nor accept gratuities, favors, or anything of monetary value from contractors/vendors. This is not intended to preclude bona-fide organization fund raising-activities.
B. No officer, or member of the organization shall participate in the selection, award, or administration of a purchase or contract with a vendor where, to his knowledge, any of the following has a financial interest in that purchase or contract:
1. The officer or member;
2. Any member of their immediate family;
3. Their partner;
4. An organization in which any of the above is an officer, director or employee;
5. A person or organization with whom any of the above individuals is negotiating or has an arrangement concerning prospective employment.
C. Disclosure - Any possible conflict of interest shall be disclosed by the person or persons concerned.
D. Board Action - When a conflict of interest is relevant to a matter requiring action by the Board, the interested person(s) shall call it to the attention of the Board and said person(s) shall not vote on the matter. In addition, the person(s) shall not participate in the final decision or related deliberation regarding the matter under consideration. When there is a doubt as to whether a conflict exists, the matter shall be resolved by vote of the Board of Trustees, excluding the person(s) concerning whose situation the doubt has arisen.
E. Record of Conflict--The official minutes of the Board shall reflect that the conflict of interest was disclosed and the interested person(s) did not participate in the final discussion or vote and did not vote on the matter
Adopted on July 1, 2012 by governing board of the Albanian-American Community of Illinois