HELLENIC CULTURAL CENTER OF THE SOUTHWEST
Revision Date: 19-Mar-2019
Previous Revision Date 22-Oct-2013
Table of Contents
- Article I – Membership.
1.1. Types of Membership.
1.2. Membership Privileges.
1.3. Membership Application.
1.4. Membership Revocation.
- Article II – Meetings.
2.1. Board Meetings.
2.2. Member Meetings.
2.3. Special Meetings.
2.4. Voting Rights.
- Article III - Board of Directors.
3.1. Board Role.
3.2. Number and Term of Office.
3.3. Removal of Directors.
3.5. Addition of Directors.
3.6. Addition of Organizations.
- Article IV - Officers and Executive Committee.
4.1. Officers and Duties.
4.2. Terms of Office.
- Article V - Powers and Duties of Officers.
- Article VI - Appointed Positions.
6.1. Executive Secretary.
- Article VI - Finances.
7.2. Execution of Contracts and Documents.
7.3. Fiscal Year.
7.4. Spending Limits.
7.5. Section 5 Audit.
- Article VII - Amendments.
8.1. Amendment to the Bylaws.
- Article VIII - Committees.
9.1. Standing Committees.
1. Article I – Membership
1.1. Types of Membership
- Individual Member - $50.00/yr.
- Household Member - $75.00/yr.
- Student Member-$20.00/yr.
- Organization Member – Membership donation of $500.00/yr.
- Patron Member – Membership donation up to $499.99/yr.
- Benefactor Member – Membership donations over $500.00yr.
1.2. Membership Privileges
The Board of Directors shall define the privileges and obligations of membership and such privileges and obligations shall be enumerated on the HCC Website
1.3. Membership Application
Application for membership: A person may apply by filing an application form and submitting the current year's dues.
1.4. Membership Revocation
A member will be automatically dropped from membership after one full fiscal year of non-payment of dues. Paying for the current year may reinstate the membership status.
2. Article II – Meetings
2.1. Board Meetings
Meetings of the Directors shall be held on a monthly basis or as necessary at such time and place as may be specified during the previous meeting.
2.2. Member Meetings
A meeting of all members will be held once a year as a general assembly. During the assembly, the Directors will report the activities of the Board, give committee reports, and hear suggestions and or complaints of the Membership. The Board will announce the time and place of the assembly during the first half of the year.
2.3. Special Meetings
The President or seven (7) of the current Directors may call a special meeting.
2.4. Voting Rights
As provided in the Articles of Incorporation, only the Directors shall be entitled to vote at Board meetings. There shall be no voting by proxy.
In the event that Directors cannot attend the Board meetings in person, a teleconference line may become available for remote attendance.
In the event a voting is required on short notice, voting by electronic means (i.e. email) may be used at the President’s discretion.
Members may vote in the annual assembly for new Directors and any other propositions presented by the Board. The process and terms of voting at the annual assembly will be defined by the Board.
At any meeting of the Board of Directors, the presence of at least 9 of the Directors in presence or via live teleconference will represent a Quorum. A Quorum vote shall be necessary for the transaction of business, except as otherwise noted in these by-laws.
3. Article III - Board of Directors
3.1. Board Role
The Board of Directors is the administrative arm of HCC that conducts the business of the Corporation.
3.2. Number and Term of Office
Up to ten (10) Directors at Large can be voted into office during the annual assembly meeting to serve as Directors of HCC. A Director at Large nominee must be an existing member of HCC in good standing. Should the assembly occur during the second year of office for the Directors, the elections will include only any Director positions that are open at that time.
Additionally, each member organization that has been approved by the Board and has paid their membership dues may appoint up to two (2) members to serve as Directors of HCC. It is the responsibility of the sister organization to notify the HCC board in the event that there has been a change in the appointed representatives in timely manner.
The term of office for all Directors shall be for two (2) years or until such time their removal is affected.
Each director may be appointed by
- Only One member organization, or
- Voted on the board during the annual assembly.
3.3. Removal of Directors
Any Director may be removed from the Board for cause, by a majority vote of a quorum, during a Monthly or Special Board meeting.
The Director sought to be removed will be given written or electronic notice a minimum of (5) calendar days prior to the scheduled meeting and will have the opportunity to present his case against removal from the Board during the meeting.
If a Member Organization’s representative misses three (3) Board meetings consecutively, said organization will be notified of the option to appoint a new representative.
Any Director-At-Large missing three (3) consecutive meetings shall be eligible for removal as per the process described in this section.
Any vacancy caused by death, resignation, or otherwise, shall be filled by one of the following methods:
- If the vacancy is of a Director appointed by a Member Organization, then said organization may select a replacement Director to fill that vacancy; or
- If the vacancy is of a Director who was voted in during an annual assembly, the Board members may nominate an interim Director to replace said vacancy, until a new Director may be voted in at the next assembly. Such interim Director nominees shall be voted in by the Board during a Monthly or Special meeting by a vote of a Quorum.
3.5. Addition of Directors
In the event that there are vacant Director positions after the annual assembly election, additional Directors may be elected during the Monthly or Special meeting. A Director at Large nominee must be an existing member of HCC in good standing and be nominated by an existing HCC Director. A new Director can be voted in office by a majority vote of a Quorum. The number of elected directors shall not exceed the aforementioned number of directors outlined in above section 3.2.
3.6. Addition of Organizations
The Board of Directors will have the power to admit new organizations to The Board. A Quorum majority vote at a Monthly or Special meeting is needed for approval.
Membership organization candidates must:
- Meet yearly financial obligations to the HCC
- Support Hellenic values as a primary goal
- Be non-political and non-religious as a primary focus
- Be deemed appropriate by the Board of Directors
4. Article IV - Officers and Executive Committee
4.1. Officers and Duties
The Executive Committee shall consist of the Officers of the Corporation, including, but not limited to, a President, Vice President, Executive Secretary, Secretary, Parliamentarian and Treasurer. In addition to the aforementioned positions, the Board may appoint Directors onto the Executive Committee as assistant Officers. Said Committee shall have the power to conduct the business of the Center and appoint sub-committees. They report to the Board of Directors at each monthly meeting.
4.2. Terms of Office
Each officer of the Corporation shall be elected bi-annually by the Directors from the existing Director group at its first meeting of the year and hold office for a term of two (2) years.
Candidates for office may volunteer or be nominated by other members of the Board. They may be reelected once for a second term. They will be eligible to run for another office or wait one year to run for the same office. Each officer shall remain in office until a successor is elected or duly selected. (See Article III)
Whenever a vacancy occurs in the Executive Committee for any reason, said vacancy may be filled by the Directors at a monthly or special meeting by a Quorum vote. An officer appointed to fill this vacancy shall hold office until the next regularly scheduled Executive Committee Election.
The Board members may nominate a Director to serve as an interim Officer to replace said vacancy, until a new Officer may be voted in at the next annual assembly. Such interim Officer nominees shall be voted in by the Board during a Monthly or Special meeting by a Quorum vote.
Any officer of the Corporation may be removed from the Executive Board for cause, by a majority vote of a quorum of the current Directors, during a Monthly or Special Board meeting. The Board will have the option of removing the Officer from the Executive committee but allow him to remain as an active Director, or be removed for the Board completely.
The Officer sought to be removed will be given written or electronic notice a minimum of (5) calendar days prior to the scheduled meeting and will have the opportunity to present his case against removal to the Board during the meeting.
5. Article V - Powers and Duties of Officers
Subject to the general control of the Directors, the President shall manage and supervise all affairs of the Corporation and shall discharge all of the usual duties of the chief executive officer (President) of a not-for-profit corporation. He shall preside at all meetings of Directors and shall have such other powers and duties as these By-Laws or the Directors may prescribe.
Subject to general control of the Directors, the Vice- President shall represent the President during his absence and shall perform all duties of the President as described in Section 1.
The Secretary shall attend all meetings of the Directors, and shall keep meeting records of the meetings, which are to be published to the Board within a week of the meeting. In addition, the Secretary shall perform all duties pertaining to the office of secretary and such other duties as these By-Laws or the Directors may prescribe.
The Treasurer shall keep correct and complete records of account, showing accurately at all times the financial condition of the Corporation. He shall have charge and custody of, and be responsible for, all funds, which may from time to time come into possession of the Corporation. He shall deposit, or cause to be deposited, all funds of the Corporation, and shall issue checks for items pre-approved by the Board of the Directors, or ad-hoc items with the explicit approval of the President or the Vice the President of the Corporation. He will be responsible to coordinate with an accountant for the proper filing of the Organization’s taxes. Additionally perform in general all the duties pertaining to the office of the Treasurer and such other duties as these By-Laws or the Directors may prescribe.
6. Article VI - Appointed Positions
The Executive Secretary shall handle general clerical duties at the executive level, including: Maintain the Archives of the Organization, maintain list of members in good standing, notify Board of all correspondence, and assist the Executive Committee with organizational tasks as needed. This position is not a Director position and has no voting power. The position is appointed by the Board.
The parliamentarian shall provide general counsel to the Board, ensuring conformity with the Bylaws of the organization, as well as the organization articles of incorporation, and adherence to them by the Board’s decisions. Additionally, responsible to ensure that Board meetings are conducted according to Roberts’ rules of order. This position is not a Director position and has no voting power. The position is appointed by the Board.
7. Article VI - Finances
All funds are under the control of the Board of-Directors and-they shall approve a budget presented to them by the appropriate committees.
7.2. Execution of Contracts and Documents
All written contracts and other documents entered into by the Corporation and approved by the Board shall be executed on behalf of the Corporation by the President or the Vice-President.
7.3. Fiscal Year
The fiscal year of the corporation shall be from January 1st to December 31st.
7.4. Spending Limits
The President or Treasurer may sign a check of 500.00 or less without approval of the Board of Directors or more if it is an approved budgeted amount. All expenditures must be reported at the next Board meeting.
7.5. Section 5 Audit
An independent committee, voted by the Board shall audit the corporate financial records annually and issue reports to the Board after each audit. Additional reviews can be requested at the Board’s discretion.
8. Article VII - Amendments
8.1. Amendment to the Bylaws.
Subject to law and the Articles of Incorporation, the powers to make, alter or repeal all or part of these by-laws is invested in the Board of Directors. The majority vote of a Quorum shall be necessary at a monthly or special meeting. Should an amendment be proposed, the amendment will be sent to the Board members at least two calendar weeks prior to the meeting.
9. Article VIII - Committees
9.1. Standing Committees
- The Outreach Committee will handle the organization marketing campaigning, including new members campaigns, organization awareness, membership communication, solicit sponsorships, grants, donations, etc.
- The Newsletter Committee will be responsible for the creation and publication of the Quarterly HCC Newsletter, in both paper and electronic format, in coordination with the other HCC committees. The committee will ensure the content and quality of the Newsletter adheres to the standards of the Organization.
- The Program Committee will be responsible for the organization and coordination of recurring and occasional events by approval of the Board. The committee can appoint sub-committees to handle specific events, such as the OXI day, 25th of March, etc.
- The Technology Committee will be responsible for providing and supporting the technology tools and venues needed for the function of the Corporation, including the HCC Website, Social Media, digital and electronic information, maintaining the membership electronic list, etc.
- The Finance Committee will be assisting the Treasurer in matters such as Budget, investments, etc.
The Committee members are appointed and serve at the discretion of the Board and may be selected from the general membership with the designation of a Director or a HCC member as the Committee Lead. Special committees may be formed on a temporary basis at the discretion of the Board.