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Provision for Regulation and Conduct of the Affairs of the Corporation (By-Laws)

20 July 1995, as amended 13 August 2001 and 8 August 2005

 

Section I. Name

1.0 The name of the corporation shall be "Nationalities Council of Indiana, Inc.," hereinafter referred to as NCI.

 

Section II. Aim and Purpose

2.0 The purposes of the NCI are:
2.1 To provide a structure for organizing and promoting cultural and ethnic activities of a non-political and non-religious nature.
2.2 To promote and increase communication and cultural exchange across ethnic and racial lines among people of all nationalities, races, and cultures.
2.3 To support the cultural and ethnic activities of our member groups and other cultural and ethnic organizations.
2.4 No part of the net earnings of NCI shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that they shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above in paragraphs 2.1 through 2.3. No substantial part of the activities of the NCI shall be the carrying on of propaganda, or otherwise attempting to influence legislation. NCI shall not participate in, or intervene in, any political campaign, (including the publishing or distribution of statements) on behalf of any candidate for public office.
2.5 Notwithstanding any other provision of these articles, NCI shall not carry on any other activities not permitted to be carried on by (a) a corporation exempt from federal income tax under Section 501(c)3 of the Internal Revenue Code, or corresponding section of any future federal tax code, or by (b) a corporation to which contributions are deductible under Section 170(c)2 of the Internal Revenue Code, or corresponding section of any future federal tax code.

 

Section III. Board of Directors, hereinafter referred to as the Board

3.0 Number of Directors. The number of directors of the corporation shall be a minimum of fifteen (15) and maximum of twenty (20).
3.1 At least twelve (12) directors shall be elected from the NCI. These shall include the President, Vice-President(s), Secretary, Treasurer, and directors-at-large.
3.2 At least three (3) of the directors shall come from the community at large. These may not serve on the nominating committee.
3.3 Directors shall serve two (2) year terms which expire at the calendar year end, with one-half (1/2) of the directors elected by the NCI each year at the November regular meeting of the NCI.
3.4 All directors shall be elected by a majority vote of the members.
3.5 The limit for consecutive terms for all Board members is three (3) terms.
3.6 At any meeting of the Board official business may be transacted upon the majority vote of Board members present. A quorum of the Board consists of not less than one-half (1/2) of the current Board members and must include at least three (3) officers of the Corporation.
3.7 The duties of the NCI Board shall include but not be confined to:
3.7A Defining and determining worthwhile policies and long-range goals for the NCI; acting upon the wishes and expediting the decisions of the NCI members; coordinating and stimulating the work of the various NCI committees; reviewing and advising on issues and decisions involving the NCI; and promoting communication between itself and the NCI members.
3.7B Helping to improve the image of ethnic groups in the community, maintaining communication between itself and other ethnic organizations, and promoting the goals and policies of the NCI within the community.

 

Section IV. Membership

4.0 The classes of membership of the Nationalities Council of Indiana, Inc., shall be voting, associate, reciprocal and individual.
4.1 Voting members are organized nationality or language groups, dedicated to the preservation and celebration of a unique cultural heritage, not commercial enterprises, which meet and maintain the definitions stated below:
4.1A The group is an organization with officers elected by the membership;
4.1B The membership meets on a regular basis;
4.1C The organization derives its primary funds from dues and fundraising efforts of its membership.
4.2 Individual members are those people who are willing to take an active part in NCI activities. They may be non-delegate members of a member ethnic organization, representatives of an ethnic society too small to organize, or interested citizens from the community. Individual members may have the following privileges:
4.2A Serve on any committee;
4.2B Be elected for any of the five major offices and to Board of Director positions;
4.2C Vote at Board of Director meetings if elected to the Board, but may not vote at regular Nationalities Council meetings;
4.2D Receive all NCI mailings, including meeting minutes.
4.3 Associate members can be organizations not meeting requirements for voting membership but wishing to be informed of NCI activities.
4.3A Associate members may attend meetings or serve on any NCI operating committee except the nominating committee.
4.3B Associate members may not vote or run for any office or Board of Directors position.
4.3C Receive all NCI mailings, including meeting minutes.
4.4 Reciprocal members can be organizations which are collections of ethnic or international groups who wish to participate in NCI activities but which are not otherwise eligible for voting membership, or community or civic organizations.
4.4A Reciprocal membership for an organization must be approved by majority vote of the NCI board of directors.
4.4B Reciprocal members may appoint delegates to attend meetings or serve on any committees of NCI.
4.4C Reciprocal members do not have voting rights. 4.5 Any organization or individual may make application for membership in the NCI by submitting the appropriate application. The application for all proposed new members must be approved by the Membership Committee. Member applications must then be recommended by the Board of Directors for approval by the NCI, where a majority vote of the voting members present at a regular meeting is required for acceptance of the applicant.
 

Section V. Officers

5.0 The officers of the NCI shall consist of the President, the 1st Vice-President, the 2nd Vice-President, the Secretary and the Treasurer. Officers shall have been active in the affairs of the NCI for a period of one year prior to the election. Term of office is to be one year; no officer may serve more than two consecutive terms in the same office. Terms shall expire at calendar year end, with next year's officers to be elected at the November meeting of the NCI.
5.1 The President shall serve as the Chair of the Board and shall preside over all meetings of the Board and the NCI. The President shall appoint chairs for all standing and ad hoc committees of the NCI. The President shall serve as an ex-officio member of the standing and ad hoc committees of the NCI except for the nominating committee.
5.2 The 1st Vice-President shall serve as chair of the Board and the NCI in the elected President's absence, in the event the President resigns, or is removed from office.
5.3 The 2nd Vice-President shall serve as chair of the Board and the NCI meetings in the event that the President and the 1st Vice-President are absent; shall serve as the President in the event that the elected President resigns or is removed from office and the 1st Vice-President is unable to assume the duties of the office of President.
5.4 The Secretary shall keep the minutes of the NCI and Board meetings; shall keep the attendance of delegates and Board members at the meetings; shall retain all official documents of the corporation except for financial records; shall retain official lists of all officers, Board members, committee members, and general members of the NCI; shall notify all members of NCI meetings; shall bring to each meeting a copy of the by-laws; shall monitor meetings to assure that all official business, both old and new, is conducted; shall bring to each meeting a current edition of Robert's Rules of Order.
5.5 The Treasurer shall keep and disburse funds for the NCI; shall keep careful financial records and present a report at each regularly scheduled meeting of the Board and the NCI; shall be chair of the Finance Committee, responsible for preparing and presenting an annual budget and financial report.
5.6 A special election may be called by the Board in the event that any member of the Board resigns or is removed from that position; in the event of such special election, written notices shall be sent to all NCI members 30 days prior to the date of the election. Regular voting rules shall apply.
5.7 Any officer or director serving on the Board may be removed from position for malfeasance or for failure to attend four consecutive board meetings; a motion to recall may be initiated by any 5 voting members of the NCI. Written notice of a formal vote on the issue of malfeasance must be sent to all NCI members 30 days prior to the date of the vote. Regular voting rules apply.

 

Section VI. Committees

6.0 The purpose of the committees established by these by-laws shall be to undertake and perform such functions as described below:
6.1 Standing Committees
6.1.A. Long-range Planning Committee: The purpose of the Long-Range Planning Committee shall be to originate and devise a plan of activities for the NCI; to derive ideas that are in keeping with the purposes of the NCI; to ensure that the direction of the NCI�s programs remains consonant with its stated goals and purposes.
6.1.B. Finance Committee: The purpose of the Finance Committee shall be to determine the feasibility of plans devised by the Long-Range Planning Committee; to devise an annual budget to be presented to the membership for approval; to work with the Festival Committee to devise a budget for the International Festival; to oversee the routine recordkeeping in the financial area.
6.1.C. Membership Committee. The purpose of the Membership Committee is to review requests for membership to the NCI and make recommendations at the next Board meeting; to maintain an up-to-date membership list with addresses and telephone numbers of all voting, individual and associate members, and delegates of the NCI; to conduct an annual review of the qualifications of each club for voting status and recommend approval or denial of voting status of each member to the NCI; to contact new organizations or individuals regarding membership in the NCI; to work with the Treasurer in preparing and processing dues notices to NCI members; to attend all NCI meetings; and to verify voting status if necessary.
6.1.D. Festival Committee: The purpose of the Festival Committee shall be to plan, supervise, and conduct all negotiations, business transactions, and arrangements for the annual International Festival; shall work closely with the Finance Committee in formulating a budget; shall present regular reports to the Board and NCI membership on the progress of the annual Festival plans.
6.1.D.a. The Festival Chair shall serve as a voting member of the Board of Directors for a period of one (1) year, from the first month after the previous Festival until the first month after the pertinent Festival.
6.1.D.b. The Festival Chair shall be authorized to sign all legal contracts for the Festival after obtaining Festival Committee approval for those contracts.
6.1.E. Outreach Committee: The purpose of the Outreach Committee shall be to work with the school systems to increase participation of school-age children, senior citizens and other groups in the International Festival, and to coordinate NCI participation in outside programs such as mini-festivals, fairs, and ethnic events.
6.2 Temporary Committees
6.2.A. Nominating Committee: The Nominating Committee shall be appointed annually by the President no less than 60 days prior to the election. The purpose of the Committee shall be to evaluate and nominate candidates for the Board; to evaluate and nominate candidates for the offices of President, 1st Vice-President, 2nd Vice-President, Secretary, Treasurer; to submit a slate of candidates to the NCI members one month prior to the election meeting, and conduct the actual election. All members of this Committee shall have been active in the affairs of the NCI for at least one year.
6.2.B. Other committees may be formed by the President to perform special tasks or for other such purposes as approved by the Board. The term of such committees shall be determined when appointed and shall be extended as needed. Each Committee shall report its findings to the President or the President's designated substitute. The President shall be an ex-officio member of all such committees.

 

Section VII. Dues

7.0 Membership dues per calendar year shall be assessed of all voting members; this shall be forfeit if the club does not maintain voting status. Membership dues per calendar year shall be assessed of all individual and associate members. Dues must be paid by April 1 of each year to maintain membership status.

 

Section VIII. Meetings

8.0 The NCI shall meet not less than 10 times per year at the call of the President. The Board shall meet at least 5 times per year, at a time convenient for the majority of Board members.
8.1 Special meetings of the NCI may be called by any member of the Board or by any five (5) voting members of the NCI; written notice must be mailed to all NCI members no fewer than five (5) working days prior to the special meeting date. Only such questions as are stipulated in the notification may be discussed and acted upon at a special meeting.
8.2 All meetings shall require a quorum of not less than one-third (1/3) of the voting members in order to conduct business. A meeting cannot be opened, business transacted, nor voting become effective without a quorum.
8.3 Action on all motions submitted shall be by a vote of the majority of those voting members present, with the exception of a motion to change the by-laws, which shall require written notification of the membership 30 days prior to the vote, and shall require two-thirds (2/3) majority of those voting members present.
8.4 All votes shall be cast by the designated representative (delegate), or alternate, of member clubs in good standing, one vote per club. Good standing may be interpreted to mean that, in the judgment of the Membership Committee, the member club:
a) pays its dues promptly;
b) ensures that its delegate or alternate attends at least half of the regularly scheduled meetings annually;
c) displays conduct in the best interests of the NCI and the international community, enhancing the spirit, purpose, and public image of the NCI.
8.5 All meetings shall be conducted under the guidelines of Robert's Rules of Order.

 

Section IX. Amendments

9.0 These by-laws may be altered, amended or repealed and new by-laws adopted by a two-thirds (2/3) vote of the voting members present and upon 30 day prior written notice of by-laws changes and revisions.

 

Section X. Dissolution

10.0 If the Corporation is dissolved, all of its property remaining after payment and discharge of its obligations shall be transferred and conveyed to one or more institutions selected by the Board, to be used for cultural, educational or charitable purposes.
10.1 Such distribution shall be limited to the 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 take the form of a donation to the federal government, or the state or local government, for a public purpose.
10.2 Any assets not so disposed of shall be disposed of by the Court of Common Pleas of Marion County, exclusively for such purposes or to such organization(s) as said Court shall determine, which are organized and operated exclusively for such purposes.
--Distributed July 19, 1995; Approved October 9, 1995; Amended August 13, 2001, and 8 August 2005.