BY-LAWS OF THE
WILLIAM MARCONI ITALIAN CLUB
Sec. 1. This Association shall be known as the WILLIAM MARCONI ITALIAN CLUB.
Sec. 2. The member of the SOCIETA ITALIENA DIMUTUO SOCCORSO CUCLILMO MARCONI, both present, and to be, shall be members of the WILLIAM MARCONI ITALIAN CLUB.
Section 1. The affairs of the CLUB shall be conducted by a Board of EIGHT (8) Directors, who the Directors shall elect each year from their own members a President, Vice President, Secretary and Treasurer for each year.
Two (2) Directors shall be elected each year for a term of four (4) years, and all these Directors shall hold office until others are chosen in their stead. Five (5) Directors shall constitute a quorum for the transaction of all business which shall come before the Board and two-thirds (2/3rds) vote of those present shall carry any business.
In the event of a vacancy on the Board, the Board may appoint a new member for the remainder of the resignee’s term.
Section 2. The duties of the President shall be to preside at all meetings, call special meetings when necessary; have general supervision over all matters appertaining to the CLUB; appoint such Committees as are necessary to properly carry on the work of the CLUB.
The duties of the Vice-President shall be to assume the duties of the President in their absence.
The duties of the Secretary shall be to keep a true and accurate record of all meetings; to attend to all correspondence; to present a written report of Secretary’s office once a year at the meeting at which the directors are elected at the annual meeting, and a record of all issues and transfers of notes.
The duties of the Treasurer shall be to receive all monies due the CLUB and give receipts therefore; to pay all bills against the CLUB; to keep a correct account of the amount and sources of all monies received. Treasurer shall present a written report of his/her office once a year showing the condition of the CLUB and shall present at each meeting a report showing the financial condition to the CLUB. Treasurer shall furnish a surety bond for the faithful discharge of his/her duties to be approved.
The Treasurer shall present a monthly report showing the financial condition of the CLUB to the Board of Directors and provide an annual report to the Club members at the annual meeting.
Treasurer shall seasonally make all reports and returns by law required to be made by the Corporation and present the same to the Director’s for examination and approval. Treasurer shall by vote of two-thirds of the Board of Directors, have power to buy, dispose of, or cash in any stock, bonds or issue the Corporation may have in its possession.
Section 1. There shall be a board of auditors consisting of three members appointed by the President, whose duties it shall be to audit the books of the Corporation once a year in January, from the January 1 to December 31. Annually all CLUB accounts will be reviewed by an outside CPA once a year.
Section 1. The Annual Meeting of the CLUB shall be held on the fourth Monday in January on any given year.
Section 2. Five CLUB members shall constitute a quorum for transaction of business at the annual meeting.
Section 1. The election of Directors shall take place once a year at the Annual Meeting of the CLUB.
Section 2. New members are subject to a ninety-day (90 day) probationary period at which time their membership may be terminated immediately by the Board of Directors with a majority vote.
Section 3. Anyone nominated for an officers position or Board of Directors position must be a member in good standing of the CLUB.
Section 4. No unauthorized member of the CLUB shall enter or exit the CLUB via the backyard gate.
Section 1. There shall be a Finance Committee consisting of three members appointed annually by the Board of Directors.
Section 2. The duties of the Finance Committee will be to act for the CLUB in all financial matters, including Investments and Expenditures and that the committee have authority to authorize the Treasurer to expend up to $500.00 on any request that comes through the CLUB in an open meeting and that the Finance Committee is authorized to pass on all expenditures of the CLUB. The decision of the Committee is final.
Section 1. Special meetings may be called by the President, or upon written request by a majority of the Board of Directors or by a petition of twenty-five (25) members in good standing.
These By-Laws may be amended or changed by a two-thirds vote of the CLUB by members, but a thirty (30) day notice must be given of any proposed change.
A. The William Marconi Italian Club shall Indemnify, subject to the provisions of Number 9B, any director or officer who was or is a party or is threatened to be a party threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other the an action by or in the right of the William Marconi Italian Club, by reason of the fact that he is or was a director or officer of the William Marconi Italian Club, against, expenses, including attorney’s fees., judgments fines and amounts paid in settlement actually incurred by him/her in connection with the action, suit or proceeding if he/she acted in good faith and in a manner he reasonable believed to be in or not opposed to the best interest of the Corporation and, with respect to any criminal action or proceeding, and no reasonable cause to believe his conduct was unlawful.
B. The determination as to whether, or an indemnification requested by an officer or director shall be made by the William Marconi Italian Club shall be made by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the actions, suit or proceeding, unless ordered by a court of competent jurisdiction.
C. Expenses, including attorney’s fees, incurred in defending a civil or criminal action, suit or proceeding may be paid by the William Marconi Italian Club in advance of the final disposition of the action upon a vote as set forth in Paragraph B above upon receipt of an undertaking by the officer or director to repay the amount unless it shall ultimately be determine that he/she is entitled to be indemnified by the William Marconi Italian Club.
D. The William Marconi Italian Club is authorized, upon a vote of the Board of Directors, to purchase such insurance policies as the Board of Directors deems necessary to protect the officers and directors.