ByLaws

 

UNITED HELLENIC AMERICAN SOCIETIES

OF NORTHERN CALIFORNIA

A California Public Benefit Association

BYLAWS

Revised and Adopted November 30, 2010

 

ARTICLE I

NAME, OFFICE AND PURPOSE

Section 1.

   A. Name

   The official name of this Association shall be: “United Hellenic American Societies of Northern California”. The Association may also refer to itself and conduct business under the name of “Hellenic Federation of Northern California” (hereinafter referred to as “the Federation). The following Internet Domain name has been registered and belongs exclusively to the Federation : www.hellenicfederation.org

 

   B. Definitions

   The meaning of the terms “member organization”, “member at large” and “member” will be as defined as in Section 1 of Article IV.

   The meaning of the term “General Assembly” will be as defined in Article V, Section 1.

 

Section 2.   Principal Office

   The principal office of the Federation shall be located in the City and County of San Francisco, State of California. The principal office and additional offices may be located in such other places as may be determined from time to time by the Board of Directors.

 

Section 3.   Mission

   The mission of this Federation is to promote, preserve and protect the Hellenic culture, Hellenic heritage, as well as the principles and ideas of Hellenism. To achieve this mission, the Federation will strive to: encourage strong Hellenic-American relations; promote cultural activities; promote educational activities and events among the Hellenic-American community; and defend Hellenism when the occasion requires it.

 

Section 4.   Purpose

   The purpose of the Federation shall be:

   A. To sponsor, coordinate, organize and conduct the two National Greek Holidays: the Greek Independence Day Celebration and the OXI-Day Celebration.

   B. To encourage and sponsor cultural and educational activities for the Hellenic American communities in Northern California

   C. To promote the Hellenic culture to all people in the United Sates through the educational process, including but not limited to such activities as public discussion groups, forums, lectures, panels, newsletters, pamphlets, bulletins and other similar programs.

   D. To protect the truth of Hellenic history and the principles and ideals of Hellenism.

   E. To encourage, support, and assist in every way possible, the Greek American youth in learning and advocating the Greek language, traditions and culture.

   F. To preserve the Greek language and be supportive of educational institutions which teach the Greek language and other courses pertaining to Greece.

   G. To protect and preserve Hellenic human rights internationally and support those who strive to improve human rights.

   H. To support the activities of all Hellenic American fraternal, benevolent, charitable and religious organizations, as well as individuals and corporations in Northern California, whenever such activities pertain to issues of importance to the Greek American community relating to matters of Hellenic culture and heritage and to keep a community calendar of events..

   I. To encourage the “members” and “member organizations” to participate in civic and ethnic activities held in Northern California for the purpose of promoting a better understanding between the American and Greek peoples.

   J. To recognize those of Greek descent who have contributed to, and promoted or influenced Hellenism by their active role in society in all fields of endeavor.

   K. To acquire, to accept as gift, or to lease and maintain any real or personal property in the State of California or elsewhere, or to dispose of same whenever it is allowed and when it is for the furtherance of the purposes of the Federation. The Federation may sell any property, whether real or otherwise, that has been purchased, inherited or by other legal means obtained by the Federation if such action is allowed by the terms of acquisition and the decision made by the Board of Directors after due notification and discussion at a “General Assembly” or special meeting. To sell any property, there shall be an affirmative two-thirds vote of the “members” at a duly noticed meeting of the “General Assembly” at which a quorum is present.

   L. To establish and operate charitable and/or non-profit foundations or to initiate and carry out projects for specific purposes, including the ownership and management of facilities and/or activities for the benefit of its members, of Hellenic organizations, communities, parishes, and any other worthy, charitable and not for profit public causes.

   M. To promote and encourage among the “members” and “member organizations” loyalty and allegiance to the United States of America and its Constitution, as well as respect and obedience to the laws of its States and their subdivisions.

 

 

ARTICLE II

NONPARTISAN ACTIVITIES

 

   The Federation shall be nonprofit and nonpartisan. The Federation shall not participate or intervene in any political campaign on behalf of any candidate for public office, nor shall it engage in any activities which are not permitted for an entity which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code and Section 23701d of the California Revenue and Taxation Code.

   The Federation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above.

 

ARTICLE III

DEDICATION OF ASSETS

 

   The properties and assets of the Federation are irrevocably dedicated to charitable purposes. No part of the net earnings, properties, or assets of the Federation, on dissolution or otherwise, shall inure to the benefit of any director, officer or “member” of the Federation or to any private person or individual. On liquidation or dissolution, all properties and assets and obligations shall be distributed and paid over to a nonprofit fund, foundation, association or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code and Section 23701d of the California Revenue and Taxation Code.

 

 

ARTICLE IV

MEMBERS

Section 1.    Membership

   The Federation shall have the following classes of membership: “regular member organizations“; “associate member organizations“; and individual persons referred to as “individual Members” or “members at large

   (a) “regular member organizations” shall consist of any Hellenic American fraternal, benevolent, charitable, educational and professional organization located in Northern California that has at least five (5) members and wishes to join the Federation and whose application for membership is approved by the process described in Section 2 of this Article.
   The rights and privileges of ” member organizations” and “members at large” are defined in Section 5 of this article.

   (b) “Associate member organizations” shall consist of any Hellenic American youth and/or student organizations or any business entity or corporation located in Northern California whose business relates to Hellenism and that wishes to join the Federation and whose application for membership is approved by the process described in Section 2 of this Article.
   The rights and privileges of “Associate member organizations” are the same as those of “regular member organizations as defined in Section 5 of this article.

   (c) “Individual Membersalso referred to asMembers at large“. Qualified individuals who do not belong to or wish not to represent any other “member organization” but wish to join the Federation, may do so as “Individual Membersormembers at large” and will enjoy the privileges and rights as prescribed in Section 5 of this Article.

The words member organization in quote marks (“member organization“) throughout this document will refer to “regular member organizations”, or “associate member organizations” as defined in this article. The word “member” in quote marks (“member“) throughout this document will refer to a delegate or alternate of “member organizations” or to “Individual Members” or “Members at Large” as defined herein.

 

 

Section 2    Application for Membership

   A. An application shall include, but not be limited to, the name, address, telephone number, fax number and e-mail of the applicant.. If applicant is an organization, the application must state its purpose, current officers, and a statement that the approval to apply for membership was taken at a duly constituted regular or special meeting of the applicant organization.

   B. All applications must be completed and signed by the prospective individual “members at large” or the President or Chairman of the prospective “member organization”.

   C. A check for the annual dues must accompany the application.

   D. If the applicant is an organization, a copy of the organization’s Constitution and Bylaws or other “statement of purpose” should be enclosed with the Application for Membership so that the Federation’s Board of Directors may evaluate the compatibility of the applicant’s activities and purposes with those of the Federation. Individuals applying for “member at large” status must state clearly their motivation and reasons for their desire to join so that the Federation’s Board of Directors may conduct a qualification process by evaluating the compatibility of the applicant’s objectives compared to those of the Federation.

   E. All Applications for Membership will be reviewed by the Board of Directors. The Board will approve or disapprove the application. The Board shall consider if an applicant meets the membership criteria and whether the applicant’s membership will constitute a constructive addition to the Federation. It must be understood that membership is not automatic. Membership is a privilege, not a right. Member applications may be disapproved if the applicant’s membership is judged by the reviewing Board to be detrimental to the Federation based on past activities or behavior of the applicant even if the applicant may meet all other qualifications. Acceptance of an Application for Membership must be by a recommendation of the Board of Directors followed by a majority vote of the voting “members” during a duly constituted “General Assembly” meeting. For “member at large” applications, the approval procedure will be the same as for member organizations. The Board of Directors will send a letter to the organization or individual applying for membership with its decision.

   F. A “member organization” or a “member at large” or a “member” may be terminated (expelled from the Federation) if it is determined that the implicit or explicit objectives and activities of the “member organization” or “member at large” or “member” have become incompatible with those of the Federation, or if said “member organization’s”, “member’s” or “member’s at large” participation in the activities of the Federation is damaging rather than constructive, or whenever, in the Federation’s judgment, the best interests of the Federation would be served thereby. The termination procedure will consist of a recommendation from the Board of Directors and a simple majority vote of the “General Assembly” using a secret ballot process during a duly constituted Business meeting. Any “member organization”, “member at large” or “member” proposed to be terminated shall be given not less than 30 days notice , the reasons therefore, and a reasonable opportunity to be heard at said meeting before any action to terminate is voted upon

Section 3.    Dues

   A. “Regular Member organizations” shall pay annual dues as determined from time to time by a recommendation of the Board followed by approval of the “General Assembly” at a duly noticed meeting.

   B. “Associate member organizations” shall pay annual dues of fifty percent (50%) of the “Regular member organizations” dues amount.

   C. “Individual Members” or “Members at Large” shall pay annual dues of approximately 10% of the “Regular member organizations” dues amount. The exact amount is to be determined by the Board.

   D. All dues shall be due and payable in January of each calendar year.

   E. Any “member organization” or “member at large” that fails to pay dues within the first five (5) months of any calendar year shall be deprived of its right to vote and may be excluded from participating in the business of the Federation at the discretion of the Board of Directors. If the annual dues are paid by December 31 of the delinquency year, the delinquent “member organization” or “member at large” will be automatically reinstated prospectively as a member in good standing. However, if the annual dues are not paid by December 31 of the delinquency year, the “member organization” or “member at large” will be dropped and a new application must be submitted and processed according to the requirements set forth in Section 2. of this article if they wish to rejoin the Federation.

   F. The amount of dues may be changed, after a recommendation of the Board, by a simple majority vote of all voting “members” present at a “General Assembly” meeting at which a quorum is present. The notice of said “General Assembly” meeting shall inform “member organizations” and “members at large” of the proposal to change the membership dues.

 

Section 4.   Rights and obligations

   A. Each “member organization” with membership between five (5) and twenty (20) members shall be represented by two (2) regular delegates, plus two (2) alternate delegates, which have been duly elected or appointed by the “member organization”. In the absence of a regular delegate, an alternate delegate may represent and vote on behalf of a “member organization”. Member organizations with up to forty (40) members shall be represented by three (3) regular delegates and two (2) alternates. Organizations with more than forty (40) members shall be represented by an additional regular delegate for every twenty (20) additional members.. The alternates will always remain at two (2). Each delegate has one vote. It is highly recommended that one of the delegates be the President or Vice President, or an officer, of the “member organization”. Additional guests from “member organizations” may attend Federation meetings, but only the delegates shall have voting rights as described in paragraph C below. The President of any “member organization”, if present at a meeting, may at his discretion vote in place of any of his “member organization’s” elected or appointed delegates.

   B.Individual Members” or “Members at Large” will each have one vote.

   C. Delegates shall serve until the end of the calendar year of their appointment, or until a successor is appointed by the “member organization”, unless they are expelled by the Federation, as provided in Section 2F and Section 4L of this article, in which case they will cease serving immediately.

   D. When appointing delegates, the “member organization” shall submit the names, addresses, telephone numbers, fax numbers, and e-mail addresses of their delegates and alternates, to the Federation in writing.

   E. Each “member organization” is entitled to as many votes as they are allowed delegates at all regular and special meetings of “members”. This shall constitute the voting power of the “General Assembly”. These votes shall be exercised by the delegates or by the alternates if the delegates are absent. “Members at large” shall vote for themselves and have one vote each.

   F. All “members” will have the right to run for and be elected or appointed to any office.

   G. If the same person is appointed as a delegate by more than one “member organization”, he/she must state, when it comes time to vote, which “member organization” he/she will represent, inasmuch as delegates, when voting, may only vote on behalf of one “member organization

   H. It is the duty and obligation of the delegates/alternates and “members at Large” to attend all regular or special meetings and to make themselves available to serve on any committees established by the Federation

   I. Any “member organization” or “member at large” who fails to attend more than three consecutive business meetings without justifiable explanation will be subject to being dropped from the mailing list. Notice will be given to the “member” or “member at large” as well as to the “member organization” that unless they attend the next business meeting, they will be dropped from the mailing list and will receive no further meeting notices. If the “member” does not attend the next business meeting following the notice, the “member organization” will be invited to appoint a replacement

   J. Every “member organization” is required to provide a representative to the Greek Independence Day Celebration Standing Committee as detailed in Section 1 of Article VIII

   K. Any “member” elected as an officer of this Federation may not be replaced as a delegate of the “member organization” for which he/she represents during the term he/she holds office and shall complete his/her term as an elected officer of this Federation, even if the “member organization” he/she represents is no longer in good standing. Should any “member” be elected an officer of this Federation, the “member” shall retain delegate status during the period the “member” holds said office and may continue to vote as a delegate of their “member organization”. If a “member organization” is expelled from the Federation, its delegates will no longer be allowed to participate and will be dropped immediately from any office they may hold

   L. If the behavior or actions of a “member” harms the Federation, or hinders the Federation’s ability to conduct its business and its meetings in an orderly and professional manner, or if a “member” engages in personal attacks against other “members”, or whenever in its judgment the best interests of the Federation would be served thereby, the Board of Directors of the Federation may take action to recommend termination and expulsion of said “member”, subject to a simple majority vote of the “General Assembly” using a secret ballot process. Such termination procedure shall also be governed by Article IV Section 2F. If a “member” is so terminated, the “member organization” will be notified of the termination and may appoint a replacement.

 

 

ARTICLE V

MEETINGS

Section 1.   Meetings

   A. The Federation will hold three types of meetings: Business meetings; Planning meetings; and Informational meetings (special events).

      1. Business meetings shall be for conducting the Federation’s business. This includes elections, appointments, resolutions, reports, and other processes required as part of the legal obligations of the Federation. Business meetings must follow a standard meeting agenda process pursuant to paragraph F of this Article and this Section and must be conducted according to business meeting standards pursuant to Article XIII.
      The Board of Directors will call business meetings as the Board sees fit. At least one Business meeting must be held during the spring and one during the fall of each calendar year. Any member wishing to agendize an item for a future meeting should bring it to the President’s attention with sufficient time for the President to discuss with the Board of Directors before agendizing. “Members” convened for a Business meeting shall be referred to as the “General Assembly.”

      2. Planning meetings shall be for the purpose of planning events such as the Greek Independence Day, OXI-Day and other special events. Planning meetings are not required to follow the business meeting agenda, but still need to be conducted pursuant to Article XIII and minutes must be kept.

      3. Informational meetings may be held for presenting guest speakers and other valuable information to the “member organizations” and to the community in general. No minutes are required to be kept.

      4. Meeting times. It is highly recommended, but not required, that meetings (Business, Planning, or Informational) be held on the third Thursday of each month so that there is regularity for advanced planning. All meetings will be noticed as provided in paragraph B below. Special meetings may be called by the Board of Directors as the Board may determine

 

   B. Notice of all regular and special meetings must be sent to the “members” at least 10 days prior to the meeting unless special circumstances dictate otherwise, provided that notice is given not less than three (3) days in advance of a meeting. The meeting notice must include an announcement of any important business matters if such important business matters will be conducted during said meeting. Meeting notices may be sent by US mail, by fax, or by e-mail. The preferred meeting notice method is e-mail for all members that have e-mail addresses

   C. The quorum necessary to conduct a business meeting shall constitute at least one representative eligible to vote from at least one-third of the “member organizations” in good standing, or a minimum of 15 members including “members at large”, at the beginning of the meeting. Planning meetings quorum requirements will be at the discretion of the presiding officer. Informational meetings do not require a quorum.

   D. Except as otherwise provided herein, all decisions made at a regular or special meeting requiring a quorum shall require a simple majority vote of members in attendance.

   E. Formal minutes will be recorded at all Business and Planning meetings. For Informational meetings the meeting notice will be the only record. Minutes of prior regular or special meetings are to be approved at the next meeting.

   F. The Order of Business at a Business meeting is as follows:
      1. Call to order
      2. Prayer
      3. Introductions
      4. Approval of Minutes
      5. Correspondence
      6. Reports
      7. Old Business
      8. New Business
      9. Good of the Order Announcements
      10. Adjournment

 

 

ARTICLE VI

BOARD OF DIRECTORS

Section 1.   General Powers

Subject to the voting rights of “members”, the limitations of these Bylaws, the Articles of Association of the Federation, and the laws of the State of California, the affairs of the Federation shall be managed and all Federation powers shall be exercised by a Board of Directors, “The Board“, and by the “General Assembly“. A vote of the General Assembly may overturn any action of the Board of Directors.

 

Section 2.   Number, Tenure Chairmanship and Qualifications

    The Federation shall have a minimum of nine (9) to a maximum of fifteen (15) Directors, preferably always an odd number. Members of the Board of Directors may serve as “Board Members at Large” or as “Officers” as specified in Article VII. Each Director shall hold office for a term of two (2) years. “The Board” may increase or decrease the number of Directors as it sees fit, however, a change in the number of Directors may only occur at the end of each two (2) year term. The Board meetings will be chaired by a member of the Board elected or appointed as the Chairperson of The Board. The President, as defined in Article VII, Section 1, and Section 2, may act as the Chairman of the Board at the discretion of the Board.

 

Section 3.   Election and Term of Office

   The Board of Directors shall be elected for a two-year term in May of each election year. Election years are the odd numbered years.

 

Section 4.   Elections Committee and Elections Procedure

   An Elections Committee consisting of at least three (3) “members” will be appointed in a “General Assembly” meeting no less than one meeting prior to the elections. The President will send out a letter to all “members” announcing who is on the Elections Committee with their telephone numbers and/or other contact information. The Elections Committee will convene (physically, by phone or by email) as soon as practicable to select a Chair Person (President). No member of the Elections committee will be allowed to be a candidate for the Board.

   The election for new Board Members and Officers shall take place by a slate process as follows:

   Any member wishing to become President will submit to any member of the Elections Committee a list of no less than nine (9) and no more than fifteen (15) nominated members (including himself) for the Board of Directors, which also includes Officers as defined in Section 2 of this article, and Section 1 of Article VII. This list of nominated members will be referred to as the “slateor the “ticket“. The slate must identify the names proposed for the four basic Offices of President, Vice President, Secretary, Treasurer and at least five (5), but no more than eleven (11) Board Members at Large.
   The slate may include additional officers as specified in Section 1 of Article VII but in that case the number of “Members at Large” must be reduced appropriately so that the total number on the slate is between nine (9) and fifteen (15). The Elections committee will verify that each nominated person is a “member” or “member at large” in good standing and that each accepts the nomination and is willing to serve.

   It is preferable that persons being nominated for office be present at the meeting when the elections are held. However, if the Elections committee has obtained a verbal or written consent from the candidate that he/she has accepted the nomination, said nomination shall be accepted. All nominations must be submitted to the Elections committee at least one day before election day so that the Elections Committee will have the time to verify the eligibility of the members and prepare accordingly for the election process. Nominations from the floor will not be allowed.

   In case the Elections Committee receives no nominations, the elections will be postponed for one month. The membership will be notified appropriately and the process will be repeated until a slate is nominated and elected.

   On the day of the elections, a roll call of all those eligible to vote will be taken by the President and the Secretary. Thus, the number of eligible voters will be determined and recorded.
   The President will then vacate his office and turn it over to the Elections Committee to conduct the Elections. The Elections committee, with its Chair Person as the Presiding officer, will present its report for slate nominations. The Elections President and his Committee will proceed to conduct the elections in the most efficient manner. If there are more than one slates nominated, the elections will be conducted by secret ballot. All members of the Elections Committee are entitled to vote in the election. When the voting is over, the elections committee will count the votes and announce the results.

 

Section 5.   Oath of Office

   New officers shall take an Oath of Office. With right hands raised, the newly elected officers will repeat the following oath: “I,     (State Name)        , solemnly promise and swear that I will obey the laws, rules and regulations of this Federation and the United States of America. I will strive to perform my duties diligently, faithfully and conscientiously. I further promise I will endeavor to attend all meetings, respect all “members”, and actively participate to further the goals of this Federation, so help me God.”

 

Section 6.   Removal

   Subject to their rights, if any, of an officer, any Board Member or Officer elected or appointed by the “General Assembly” may be removed by the “General Assembly” with or without cause, whenever in its judgment the best interests of the Federation would be served thereby. Removal of a Board Member and/or Officer will require a two-thirds majority vote of the “General Assembly”.

 

Section 7.   Resignation

   Any Board Member and/or Officer may resign at any time by giving written notice to the President. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Federation under any contract to which the officer may be a party. The “General Assembly” may fill a vacancy for the unexpired term until the next election meeting of “members”.

 

Section 8.   Annual and Regular Meetings

   “The board” shall meet at least once annually. Additional regular meetings of “The Board” may be called by the president or by a majority of Directors subject to a ten (10) day notice unless special circumstances dictate otherwise, provided that notice is given not less than three (3) days in advance of a meeting. Minutes of all board meetings shall be kept.

 

Section 9.   Special Meetings

   A special meeting of the Board of Directors may be called at a designated time and place by the President or by a majority of the actual directors. Special meetings may take place via telephone, or by fax or by e-mail, including serial polling of board members, if it is not practical for all members to be available at the same time.

 

Section 10.   Notice of Special (Emergency) Meetings

   Notice of any special or emergency meeting of the Board shall be given as early as practicable, prior thereto, either personally or by telephone, fax, first-class mail, an/or by e-mail, to the extent that the Federation has such contact information available for all directors, subject to waiver of notice as provided in Article XII of these Bylaws. All such notices shall be given or sent to the director’s address, fax, telephone number, or e-mail as shown on the records of the Federation. The attendance of a director at any special meeting shall constitute a waiver of notice for that meeting.

 

Section 11.   Quorum

   A minimum of five (5) Board Members shall constitute a quorum. No business may be transacted with less than five (5) Directors present. Decisions can be made with a simple majority vote

 

Section 12.   Manner of Acting

   Action by the Board shall be effective by a simple majority of the directors participating in a duly noticed meeting at which a quorum participates in person, by phone, fax, or e-mail.

 

Section 13.   Action Without a Meeting

   Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

 

Section 14.   Participation in Meetings by Means of Telephone Conference

   Members of the Board may participate in a meeting of the Board by means of a telephone conference or similar communications equipment provided that all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.

 

Section 15.   Vacancies

   Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors shall be filled by a simple majority of the remaining directors followed by confirmation vote of the “General Assembly” at a properly noticed subsequent meeting.

A Director elected to fill a vacancy shall hold office during the unexpired term of his or her predecessor in office and until his or her successor is elected.
No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

 

Section 16.   Compensation

   Directors shall receive no compensation for their services as members of the Board. Nothing herein shall be construed to preclude any director from serving the Federation in any other capacity as an officer, agent, or employee, or otherwise, and receiving compensation therefor, or from receiving reimbursement for reasonable expenses, as may be determined by resolution of the Board.

 

Section 17.   No Interest in Assets

   No director shall possess any property right in or to the property of the Federation. In the event the Federation owns or holds any property upon its dissolution and winding up, after paying or adequately providing for its debts and obligations, the directors shall dispose of the remaining property in accordance with the provisions of the Articles of Association and these Bylaws.

 

Section 18.   Restriction on Interested Directors

   Not more than 49% of the persons serving on the Board of Directors at any time may be interested persons. An interested person is (1) any person being compensated by the Federation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and (2) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, mother-in-law, or father-in-law of any such person. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the Federation.

 

 

ARTICLE VII

OFFICERS

Section 1.   Officers

   The Federation’s Officers shall consist of at least the following: a President, a Vice-President, a Secretary and a Chief Financial Officer (CFO) (also referred to as “Treasurer”), These Officers must be from among the elected Board Members. Additional offices may be created and filled, and vacancies may be filled, at any “General Assembly” meeting of the “Members”. Each officer shall hold office for the two-year term for which he/she was elected. In case of resignation or removal from office, the vacancy will be filled by the process stated in Article VI, Section 15.

   The Secretary and Treasurer could be the same person holding both positions concurrently at the discretion of the Board. Additional Vice Presidents for specific responsibilities, Assistant Secretaries, and/or Assistant Treasurers may be appointed from among the Bard Members or from among “Members” at the discretion of the Board. Such additional appointed officers however will not become Board Members unless they already are Board Members. Officers shall have powers and duties as specified herein and as may be additionally prescribed by the Board. One person may hold two or more offices, except that the secretary and CFO may not serve concurrently as the President, and no officer shall execute, acknowledge, or verify any instrument in more than one capacity, if such instrument is required to be executed, acknowledged, or verified by two or more officers.

 

Section 2.   Duties of the President

The President shall:

   A. Represent the Federation at all public and Federation functions.

   B. Preside at all regular and special meetings of the Board of Directors and of the “members”.
   C. Be an ex-officio member of all committees with a voice but no vote.
   D. Use his/her right to vote only to make or break a tie vote at any meeting except for
election of officers and Bylaw amendments where the President may vote like any other “member”.

   E. Assure that the Bylaws of this Federation are strictly followed.

   F. Assure that every discussion is conducted in an orderly manner and that the officers and members perform their assigned duties faithfully.

   G. Keep the Board of Directors informed as to all of his/her actions taken as well as all material correspondence relating to the business of this Federation.

   H. Keep all committee chairpersons informed of any action that has been taken affecting their respective committees.

   I. Attend national or international meetings of importance to the Federation. The President will be compensated or reimbursed for his/her expenses in attending such meetings only if approved in advance by the General Assembly.

 

Section 3.   Duties of the Vice President

   The Vice President shall represent the President in his/her absence, whereupon he/she shall perform all the duties of the President. The Vice President shall know all the duties of the President’s office and be familiar with the Bylaws and parliamentary procedure. In case of the resignation, death, or permanent absence of the President, the Vice President shall assume the duties of the President for the remainder of his/her term.

 

Section 4.   Second Vice President (optional)

   The Second Vice President shall represent the President in the absence of the President and the First Vice President, whereupon he/she shall perform all the duties of the President or the First Vice President, as the case may be. In the case of the resignation, death, or permanent absence of the President and the First Vice President assumes the duties of President, then the Second Vice President automatically shall assume the office of First Vice President for the remainder of the term.

 

Section 5.   Recording Secretary

The Recording Secretary shall:

   A. Maintain a complete and up-to-date list of the “member organizations”, their delegates and alternates, and a list of “members at large”. This list will be available to all “member organizations” and “members” upon request.

   B. Keep minutes, notes, records and attendance lists during the course of each general and special meeting of the members or Board of Directors that require such record keeping, and maintain the same in a permanent form, as a true record of the proceedings of such meetings.

   C. Read the meeting minutes and other pertinent papers, documents and communications during a meeting as requested by the President.

   D. Have custody of all documents and papers of the Federation.

   E. Provide the Chair with the Order of Business and a list of all committees.

   F. Keep a list of inventory of all paraphernalia, supplies, equipment, and other items belonging to the Federation.

 

Section 6.   Correspondence Secretary (optional)

   The Corresponding Secretary will maintain the originals or a copy of all significant correspondence of the Federation. If instructed, he/she will handle the correspondence for the other officers, the Board of Directors and chairmen of any committee. The Corresponding Secretary has the duty to send out notices of all meetings including all other necessary information concerning the meeting.

 

Section 7.   Chief Financial Officer (Treasurer)

   The Treasurer shall receive all moneys belonging and payable to this Federation. The Treasurer shall have custody of all financial books. The treasurer shall keep one commercial bank account and one savings bank account in the name of the Federation. Preferably, three authorized signatures will be required on all bank cards; however, if this is not practical, there must be at least two signatures. The Treasurer shall keep records of all money received and all disbursements made, and shall give an account of the financial standing of the Federation at each business meeting in the form of a Treasurer’s report. After the end of the calendar year, at a regular meeting, the Treasurer shall submit an annual report of all income and expenses. The Treasurer shall submit a financial report of the expenses and income after each corporate-sponsored event. All books and records shall be audited at least once a year either by an audit committee composed of three (3) “members” or by a Certified Public Accountant.Section 8. First Vice President

   The First Vice President shall represent the President in his/her absence, whereupon he/she shall perform all the duties of the President. The First Vice President shall know all the duties of the President’s office and be familiar with the Bylaws and parliamentary procedure. In case of the resignation, death, or permanent absence of the President, the First Vice President shall assume the duties of the President for the remainder of his/her term.

 

Section 8.   Legal Advisor/Parliamentarian (optional)

   The office of Parliamentarian is optional and may be appointed by the President or Chairman of the Board at their discretion. It shall be the duty of the Parliamentarian to interpret the meaning of the Bylaws. Official interpretations of the Bylaws will be recorded into the records. The Parliamentarian shall be available to assist on any legal matters which may arise.

 

Section 9.   Document Control Chain

   All documents and materials of the Federation under the control of any officer shall be turned over to any successor officers without undue delay and not longer than ten (10) days after notice is given to the officer of the successor’s need for such documents and materials.

 

 

ARTICLE VIII

COMMITTEES

Section 1.   Standing Committees

   The Greek Independence Day Celebration Committee (GIDCC) is a standing committee of particular significance as its work pertains to one of the most significant purposes of the Federation: the successful execution of the Greek Independence Day Celebration. For this reason, it is mandatory for each “member organization” to appoint at least one fully dedicated representative to the GIDCC. The GIDCC representative may be one of the regular or alternate delegates or a totally different person. All “members at large” can be members of the GIDCC. The term of the GIDCC representative will be for one year starting on May 1st and ending April 30th of the following year. During the entire term of the year, the GIDCC representatives will be at the disposal of the GIDCC committee chairperson for any assignment. Failure by any “member organization” to provide at least one representative to the GIDCC may constitute grounds for dismissal and expulsion of the “member organization” pursuant to Article IV, Section 2F and Section 4L. Additional standing committees may be instituted by the Board of Directors as it sees fit.

 

Section 2.   Special Committees

   Special Committees may be appointed by the President. The Chair of each Special Committee may be appointed by the President with the consensus of the committee members, or the committee members can chose their own chairperson. The special committees need not keep formal minutes, although it may be done when deemed necessary by a chosen member of the committee. Deliberations in committee are confidential; therefore, no reference or comment should be made to the “members” as to what transpired in committee. The Chair of each Committee will present at a regular meeting a verbal report on the progress of the committee. The quorum at a committee meeting shall be a majority of its members. Special committees expire when their assignment has been accomplished and their final report has been rendered. Committee meetings shall be called by the chair of each special committee.

 

Section 3.   Advisory Board

   The President, with the consent of the Board of Directors, may appoint an Advisory Board of highly qualified and influential members of the Hellenic American community to advise the Board of Directors on important matters concerning the Federation. The number of members on the Advisory Board shall be at the President’s discretion

 

ARTICLE IX 

FISCAL YEAR

   The fiscal year of the Federation shall be January through December.

 

ARTICLE X

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER AGENTS

 

   The Federation may, to the extent allowed by applicable state and federal laws, indemnify and hold harmless its officers, directors, agents and employees from and against any and all claims, actions, proceedings, whether threatened, pending or completed, brought by reason of their respective position with or relationships to the Federation, including without limitation, all reasonable attorneys’ fees, costs and other expenses incurred in establishing a right to indemnification under this Article.

ARTICLE XI

BOOKS AND RECORDS

   The Federation shall keep at its principal office correct and complete books and records of account, written minutes of the proceedings of its meetings, the original or a copy of the Articles and Bylaws as amended to date, and a record giving the names and addresses of all directors and advisory members. All books and records of the Federation may be inspected by any director or his/ her agent or attorney at any reasonable time for any purpose reasonably related to the director’s interests.

 

 

ARTICLE XII

 

WAIVER OF NOTICE

   Whenever any notice is required to be given under the provisions of law or under the provisions of the Articles of Association or by the Bylaws of the Federation, a written waiver thereof, signed by the person or persons entitled to such notice, whether before or after the time stated therein, which is made a part of the minutes, shall be deemed equivalent to the giving of such notice.

 

ARTICLE XIII

RULES OF ORDER

   The rules contained in the current form of Robert’s Rules of Order shall govern the Federation in all cases in which they are applicable, and in which they are not inconsistent with these Bylaws, the Articles of Association, or then existing law.

 

 

ARTICLE XIV

AMENDMENTS TO BYLAWS

   New bylaws may be adopted, or these bylaws may be amended or repealed, by an affirmative two-thirds vote of the “members” at a duly noticed meeting of the “General Assembly” at which a quorum is present. A copy of the proposed amendment or new bylaws shall be included in the notice of meeting given to each “member”.

 

 

ARTICLE XV

DISOLUTION

   This Federation may be dissolved by a recommendation of the Board and a 3/4 vote of 90% of its members. In case of dissolution, the assets of the Federation will be distributed as specified in ARTICLE 3 of these Bylaws

 

 

CERTIFICATE

 

 

I, _______________ , hereby certify:

 

   That I am the Recording Secretary of the United Hellenic American Societies of Northern California, a California Nonprofit Association; also referred to as the “Hellenic Federation of Northern California” and

   That the foregoing Bylaws, consisting of ___________ pages, including this one, constitute the Bylaws of said Federation, as duly adopted by the “members” at its duly noticed “General Assembly” meeting at which a quorum was present on ____________________, at San Francisco, California.

              IN WITNESS WHEREOF, I have hereunto set my hand this ______ day of _____________

_____________________________________
Recording Secretary
uhas\bylaws

The purpose of the Federation shall be:

 

  1. To sponsor, coordinate, organize and conduct the two National Greek Holidays: the Greek Independence Day Celebration and the OXI-Day Celebration.

 

  1. To encourage and sponsor cultural and educational activities for the Hellenic American communities in Northern California

 

  1. To promote the Hellenic culture to all people in the United Sates through the educational process, including but not limited to such activities as public discussion groups, forums, lectures, panels, newsletters, pamphlets, bulletins and other similar programs.

 

  1. To protect the truth of Hellenic history and the principles and ideals of Hellenism.

 

  1. To encourage, support, and assist in every way possible, the Greek American youth in learning and advocating the Greek language, traditions and culture.

 

  1. To preserve the Greek language and be supportive of educational institutions which teach the Greek language and other courses pertaining to Greece.

 

  1. To protect and preserve Hellenic human rights internationally and support those who strive to improve human rights.

 

  1. To support the activities of all Hellenic American fraternal, benevolent, charitable and religious organizations, as well as individuals and corporations in Northern California, whenever such activities pertain to issues of importance to the Greek American community relating to matters of Hellenic culture and heritage and to keep a community calendar of events..

 

  1. To encourage the “members” and “member organizations” to participate in civic and ethnic activities held in Northern California for the purpose of promoting a better understanding between the American and Greek peoples.

 

  1. To recognize those of Greek descent who have contributed to, and promoted or influenced Hellenism by their active role in society in all fields of endeavor.

 

  1. To acquire, to accept as gift, or to lease and maintain any real or personal property in the State of California or elsewhere, or to dispose of same whenever it is allowed and when it is for the furtherance of the purposes of the Federation. The Federation may sell any property, whether real or otherwise, that has been purchased, inherited or by other legal means obtained by the Federation if such action is allowed by the terms of acquisition and the decision made by the Board of Directors after due notification and discussion at a “General Assembly” or special meeting. To sell any property, there shall be an affirmative two-thirds vote of the “members” at a duly noticed meeting of the “General Assembly” at which a quorum is present.

 

  1. To establish and operate charitable and/or non-profit foundations or to initiate and carry out projects for specific purposes, including the ownership and management of facilities and/or activities for the benefit of its members, of Hellenic organizations, communities, parishes, and any other worthy, charitable and not for profit public causes.

 

 

 

  1. To promote and encourage among the “members” and “member organizations” loyalty and allegiance to the United States of America and its Constitution, as well as respect and obedience to the laws of its States and their subdivisions.