Welsh
Society of Central Ohio
Constitution
This Welsh Society of Central Ohio
Constitution sets out the mission and operation of the society.
Article I - Name and purpose
A. The name of this organization shall be the Welsh Society of Central Ohio.
B. The purpose of this corporation shall be to foster appreciation of and to
preserve Welsh heritage and traditions and to promote the literature, poetry,
music, and the arts of Wales for the benefit and education of members of the
general public.
C. The organization will be chartered as a non-profit corporation with
headquarters in Columbus, Franklin County, Ohio, and proper Articles of
Incorporation will be filed with the Secretary of State, State of Ohio. The
Articles of Incorporation and any amendments thereto shall be filed with the
Treasurer of the Society and shall be open to examination by any member in good
standing. The organization will also be registered with the Internal Revenue
Service of the United States of America as a non-profit organization under
paragraph 501(c) (3) of the Internal Revenue Code.
D. The Board of Directors has the authority to approve any documentation needed
for verification, registration update, or required reports by either the
Internal Revenue Service or the Secretary of State, State of Ohio, or any
governmental agency at any level requiring information or reports.
Article II - Membership and Voting
A. Membership in the Welsh Society of Central Ohio shall be open to all persons
who are sympathetic to the above stated purpose. The Welsh Society meets all
tests of non-discrimination as required by Federal and State law.
B. Membership in the Welsh Society of Central Ohio shall be divided into four
classes: Individual, Family, Honorary, and Organization.
Memberships may be annual or for life. Honorary
members shall be those individuals selected by the Board of Directors to be
recognized for their contributions to the Society and shall have full membership
privileges.
C. All members and organizations in good
standing shall have one vote at any general membership meeting of the Society.
To be considered a member in good standing, the member shall have paid current
annual dues or be a life member as determined by the Board of Directors. In the
case of an organization’s membership, that organization's delegate shall be in
possession of written authorization from his/her organization that the delegate
represents the organization and is entitled to vote on its behalf at that
particular meeting.
D. Nonmembers, unless minors, may not
attend the Annual Meeting.. Exceptions may be made by the President or by
his/her designee.
E. Voting by proxy shall not be permitted at any business meeting of the
Society.
Article III - Meetings
A. There shall be at least one Annual Meeting of the general membership per year
to be held in conjunction with the annual St. David's Day celebration unless
determined otherwise by a 3/4 vote of the Board of Directors. Special meetings
of the membership may be called by the Board of Directors whenever deemed
necessary or by any five members of the Society in good standing.
B. Attendance by five (5) percent of the members in good standing shall
constitute a quorum for conducting all business at any regular or special
meeting of the membership.
C. A minimum of 14 days notice of any
regular or special general membership meeting shall be sent to all members in
good standing.
D. The Board of Directors shall be responsible for carrying out the business of
the Society and for exercising general supervision of the affairs of the Society
between general membership meetings, subject to the control of the general
membership.
E. The Board of Directors shall meet at least once each calendar quarter.
F. Officers of the Board of Directors shall be elected by those members in good
standing who are present at the Annual Meeting. Special meetings of the Board
of Directors shall be held whenever called by the President or by any two
Directors. A majority of the 16 members of the Board and its 5 Officers, or of
the actual numbers of Directors and Officers currently installed, shall
constitute a quorum for the conduct of business at any meeting of the Board.
Article IV - Election of the Board of
Directors
A. The Board of Directors shall consist of 16 members and five officers for a
total of twenty-one (21) Board members. To be eligible to stand for election,
the member shall have been a member of the Welsh Society of Central Ohio in good
standing for one year immediately prior to election.
B. Nominees for Director shall be presented at the election by the Chairperson
of the Nominating Committee during the Annual Meeting. Nominations may be
presented at the Annual Meeting or at any regular or special meeting of the
Board of Directors.
C. Five members of the Board shall be
elected at each Annual Meeting, which shall be held in conjunction with the
annual St. David's Day celebration of the Society, or as determined by the Board
of Directors. Members nominated to fill unexpired terms may be elected to the
Board at each Annual Meeting or at any regular or special meeting of the Board
of Directors.
D. The term of office for each member of the Board of Directors shall be four
years.
E. Members of the Board of Directors may be
removed from office for malfeasance, misfeasance, and nonfeasance in office by a
3/4 vote of the Board present and voting at any regular or special meeting.
F. The five Officers as defined in Article V, Paragraph A, of the Society shall
also serve as voting members of the Board of Directors, except for the President
of the Board of Directors, who shall only vote to resolve tie votes.
G. All chairpersons of standing and special
committees who are not members of the Board of Directors and the Immediate Past
President shall serve as ex-officio members of the Board of Directors and shall
have no vote.
H. Each member of the Board of Directors may serve an unlimited number of terms.
Article V - Officers
A. Officers of the Society shall be members in good standing of the Society.
They shall consist of President, Vice President, Recording Secretary,
Corresponding Secretary and Treasurer.
B. Officers of the Society shall be elected by majority vote of the members
present at the Annual Meeting as regulated in Article IV, Paragraph A.
C. Officers shall serve one year terms,
and there shall be no limit to the number of terms they may serve in each
office.
D. Any vacancy created by the resignation
or death of any Board member shall be filled by Presidential appointment and
shall be valid only until the next Annual Meeting.
Article VI - Duties of Officers
A. President: It shall be the duty of the President to preside at all meetings
of the Board of Directors and of the Society membership; to sign the records
thereof; and in general to perform all the duties usually incident to such
office, or which may be required by the Board. The President shall not vote on
items presented to the Board nor to the general membership unless there is a tie
and his/her vote shall break that tie.
B. Vice President: The Vice President shall perform all the duties of the
President in case of absence or disability of the latter and to perform all
other duties which may be required by the Board. The Vice President shall be
the primary liaison with other Welsh organizations in Ohio.
C. Recording Secretary: It shall be the duty of the Recording Secretary to keep
an accurate record of the acts and proceedings of the Board of Directors and the
general membership; to keep all books, records, papers, and property of the
Society entrusted to the Recording Secretary and to deliver them to the elected
successor or to the President; and in general to perform all the duties usually
pertaining to that office or which may be required by the Board.
D. Corresponding Secretary: The
Corresponding Secretary shall be responsible for the notification of members of
regular or special meetings and for notifying the Board of Directors of regular
or special meetings and for all the correspondence of the Society and any other
duties which may be required by the Board.
E. Treasurer: The Treasurer shall receive and safely keep all money and
belonging to the Society, and disburse the same, under the direction of the
Board of Directors. The Treasurer shall keep an accurate account of the finances
of the Society in books, either manual or electronic specifically provided for
that purpose and hold the same open for inspection and examination of the
Directors or any members in good standing, and shall present abstracts of the
same at the Annual Meeting or any other meetings when requested and in general
perform all the duties usually pertaining to that office or which may be
required by the Board. On the expiration of the Treasurer's term, the Treasurer
shall deliver all money and other property of the Society entrusted to the
Treasurer to the elected successor or the President.
Article VII - Committees
A. The Board of Directors shall appoint standing and special committees in order
to assist the Society in the programs and purposes. Such committees may
include, but are not limited to Mailing, Membership, Publicity,
Site/Hospitality, Program, History, Music, and Cultural Affairs.
B. An Audit Committee consisting of three (3) members of the Society in good
standing shall be appointed by the President. The Audit Committee shall audit
the books of the Society within thirty (30) days of the Annual Meeting and shall
report its findings to the membership meeting. In the event that any appointed
member of the Audit Committee is unable to perform the audit duties, the Board
may appoint a replacement from the general membership in good standing. If the
Audit Committee feels that an independent audit is warranted, the Board has the
authority to contract for such an audit.
C. A Nominating Committee consisting of no more than three members of the
Society in good standing shall be appointed by the President. The
Nominating Committee shall present a slate of candidates for the Board of
Directors at the Annual Meeting. The slate shall be open to all members in good
standing for additional names to be included. Additional nominations will be
accepted from the floor.
Article VIII - Dues and Fiscal Year
A. The cost of dues in the Welsh Society of Central Ohio shall be proposed by
the Board of Directors and approved by the membership at the Annual Meeting.
Upon payment of dues, each new member of the Society shall receive a copy of
this Constitution if requested. A copy of the Constitution shall always be
posted on the organization’s website.
B. The fiscal year of the Society shall end on January 31.
Article IX - Amendments
A. This Constitution may be amended or repealed by a two-thirds vote of the
members in attendance at the Annual Meeting or at a special meeting called for
that purpose.
B. Notification and text of proposed amendment(s) to this Constitution must be
provided to the membership no less than 30 days prior to the meeting at which
such amendment(s) will be considered. Such notification may be made by email,
United States regular mail, or by posting to the web site. This notification
shall also serve as notice of the meeting pursuant to Article III, Paragraph C.
Article X - Dissolution
In the event the Society shall be dissolved, it shall be the duty of the Board
of Directors to distribute any assets on hand to such charitable organization or
organizations which qualify for exemption as charitable organizations under the
then existing rules and regulations of the Internal Revenue Code of the United
States. The distribution of assets must meet the guidelines established within
the Articles of Incorporation as filed with the Secretary of State of the State
of Ohio.
Adopted as amended on 2/24/2007
Edited
to include corrections 4/13/2007
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