Table of Contents
- Article One – Organization
- Article Two – General Membership
- Article Three – Officers
- Article Four – Board of Directors
- Article Five – Committees
- Article Six – Dues
Article One – Organization
Section 1.1 Establishment
The Irish-American Society, Inc., herein referred to as the “Society,” is established as a not-for-profit corporation composed of like-minded individuals residing in the North Texas area having a common interest in Irish culture and heritage.
Section 1.2 Purposes
The purpose of the Society is social and cultural in that it brings together people with a love of Irish heritage for the avowed purposed of fellowship and offers the membership an opportunity to increase its knowledge and love of Irish culture.
It is expressly stated that in no way is the purpose of the Society to support any political entity.
Section 1.3 Operation
The Society consists of the General Membership provided for in Article Two, the Officers provided for in Article Three, the Board of Directors provided for in Article Four and Committees provided for in Article Five. The operating year of the Society shall be July 1st through the following June 30th.
Section 1.4 Structure
On dissolution of the Society, the net assets shall be distributed as determined by the Board of Directors, but only to one or more educational, charitable or cultural organizations exempt from U.S. income tax under the Internal Revenue Code or the corresponding provision of any future law.
Article Two – General Membership
Section 2.1 Eligibility
Any individual is eligible to become a member of the Society by paying the dues prescribed by the Board of Directors for each operating year. Eligibility is without regard to race, sex, color, creed or national origin.
Section 2.2 Right of Members
Each member of the Society shall be eligible to serve as an Officer, Director, or on any Committee of the Society; to vote on matters as provided by these by-laws; and to attend any business or social function of the Society.
Section 2.3 Restrictions on Members
No member of the Society may use, or permit the use of, the name of the society or any information obtained through the Society membership for commercial purposes or any other purpose inconsistent with these by-laws, nor shall any member derive any monetary benefits by distribution of dues or funds to the personal gain of any member.
Section 2.4 Meetings of General Membership
The members of the Society shall meet annually for the nomination and election of Officers. Notice of the meeting shall be sent to all members in good standing at least 14 days prior to the meeting. Nominations for Officers may be made, with the nominees approval, by any member in good standing.
Section 2.5 Voting by General Membership
Voting shall be done by written ballot or voice vote as prescribed by the Board of Directors and announced by the President prior to each vote. All matters voted upon, except the amendment of these by-laws, shall be decided by a simple majority of those present and voting.
Section 2.6 Amendment of the By-Laws
Proposed amendments to these by-laws shall be submitted in writing to the secretary for distribution to the membership. Amendment of these by-laws shall require a two-thirds majority of those current members present and voting at the annual meeting.
Article Three – Officers
Section 3.1 Elected Officers
The Society shall elect a President, Vice-President, Secretary and Treasurer to serve for a term of one operating year. No person may be elected to serve more than two consecutive terms in any given office. Where possible, the membership is encouraged to elect husband and wife as co-officers in any one specific position.
Section 3.2 Vacancies
If any officer resigns or is otherwise unable to serve a full term in office, a successor shall be appointed by the Board of Directors to serve the remainder of the term. Any resigning officer must make arrangements with the Board of Directors for the return of all IAS property in the resigning officer’s possession.
Section 3.3 Duties of Officers
Section 3.3A The President shall call and preside at all meetings of the Board of Directors and the General Membership and shall perform such other duties as prescribed by the Board of Directors. The President, or his/her designated representative, shall also represent the Society in its relations with other organizations. During the month of June, the President will appoint a committee of three people to audit the financial records of the Society.
Section 3.3B The Vice President shall perform the duties of the President whenever the President is absent or unable to perform, and shall perform such other duties as the Board of Directors may prescribe.
Section 3.3C The Secretary shall perform the duties of the President whenever the President and Vice President are both absent or unable to perform. The Secretary shall keep a record of minutes of all meetings of the Board of Directors and the General Membership, and of all important documents and correspondence and perform such duties as the Board of Directors may prescribe.
Section 3.3D The Treasurer shall perform the duties of the President whenever the President, Vice President and Secretary are all absent or unable to perform, and shall perform such other duties as the Board of Directors may prescribe. The Treasurer shall have custody of the Society funds, pay bills with the approval of the Board of Directors, keep an accurate and up-to-date record of all receipts and expenditures, report to the Board of Directors, and render an accounting at the Board of Director’s regular meetings. The Treasurer shall keep the funds of the Society in a financial institution approved by the Board of Directors. At the request of the Board, the Treasurer will prepare and present all financial records for audit. The Treasurer is also charged with complying with all IRC filing requirements.
Article Four – Board of Directors
Section 4.1 Board Meetings
The Board of Directors shall hold at least one meeting every three months of the operating year. It is recommended that the Board convene monthly.
Section 4.2 Composition of the Board of Directors
The Board of Directors shall consist of the elected Officers of the Society, the immediate past president and any other members who in the opinion of the Officers will contribute to the goals and objectives of the Society by serving on the Board.
Section 4.3 Election of Officers
Not later than the month of March each year, the President will appoint a Nominating Committee Chairperson who will select two additional individuals to form the nominating committee for the purpose of selecting Officer nominees for the next operating year. The names of the nominees will be announced at the annual General Membership meeting and the election shall be held at that time. Additional candidates may be nominated by any member of the Society at the annual meeting. The newly elected Officers will assume their offices on July 1st.
Section 4.4 Chairman of the Board
The President shall serve as Chairman of the Board and will act as the presiding Officer at all Board meetings.
Section 4.5 Removal of a Director
If a member of the Board of Directors is unable to attend a regularly scheduled meeting, he or she may appoint a temporary representative to take his/her place at the meeting. This representative shall not have voting rights on any matter brought before the meeting. If any director shall fail to attend or send an approved representative to a regularly schedules Board of Directors meeting for two consecutive meetings without good cause for his/her absence, such Director shall automatically cease to be a member of the Board of Directors, and a replacement shall be appointed by vote of a majority of the members of the Board present. The replacement Board member shall serve for the duration of the replaced Board Member’s unexpired term in office.
Section 4.6 Responsibilities of the Board of Directors
The Board of Directors shall be responsible for the management policy of the Society, including the approval of programs and budgets, and such other duties as prescribed by the by-laws.
Section 4.7 Voting by the Board of Directors
Voting shall be by written ballot or voice vote as prescribed by the President prior to each vote. All matters voted upon shall be decided by a simple majority of Board of Directors members present and voting. Each position on the Board of Directors shall have one vote.
Article Five – Committees
Section 5.1 Establishment of Committees
The elected officers shall appoint committees as needed to carry out the purposes of the Society. Members of these committees serve at the pleasure of the Board of Directors and shall perform such duties for a term as prescribed by the Board.
Article Six – Dues
Section 6.1 Annual Dues
The Board of Directors shall establish the amount of annual dues to be collected from each member during the operating year and this shall be announced prior to the annual membership renewal. The Board will consider the non-profit nature of the Society in setting the level of dues