The Welsh Society of Central Ohio is 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. Its principal location is Columbus, Ohio. See the Articles of Incorporation below.

Bylaws (Constitution)

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. Honorary members shall be those individuals selected by the Board of Directors to be recognized for their contributions to the Society and shall have no vote.

C. Each individual, family unit, and organization 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 as determined by the Board of Directors. The organization's delegate shall be in possession of written authorization from the organization that the delegate represents entitling the delegate to vote on behalf of that organization at that particular meeting.

D. The President shall appoint a Credentials Committee to check the membership status of all persons entering the annual or special meeting. Each individual member, family unit delegate, and organization delegate shall be handed a voter I.D. for use at the meeting.

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 general membership meeting 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. The Board of Directors shall meet to elect officers within one month following the annual general membership meeting at which Directors were elected. 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 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. To be eligible to stand for election, the member shall have been a member in good standing for one year immediately prior to election.

B. A nominee for Director shall be present at the election or shall have indicated in writing to the Chairperson of the Nominating Committee or to the Corresponding Secretary his/her willingness to serve. No nominations may be presented at the annual meeting or at any regular or special meeting of the Board of Directors, which do not fulfill the foregoing.

C. Four members of the Board shall be elected at each annual meeting of the membership, 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 of the membership 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 table officers as defined in Article V, Paragraph A, of the Society shall also serve as voting members of the Board of Directors.

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 only two successive terms. Any former member of the Board of Directors may be re-elected to the Board after a period of at least one year.

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 Board of Directors. If the officer is currently serving as a member of the Board of Directors, that person shall resign as a Director and the unexpired term of office shall be filled by the Board of Directors as regulated in Article IV, Paragraph A.

C. Officers shall serve for a term of one year.

D. The President and Vice President may serve only two successive one-year terms. The Recording Secretary, Corresponding Secretary, and Treasurer may serve only three successive one-year terms.

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.

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 annual meeting of the membership 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 members of the Society in good standing shall be nominated the President and elected by majority vote of the membership at the annual general membership meeting. The Audit Committee shall audit the books of the Society in the month prior to the annual general membership meeting and shall report its findings to the membership meeting. In the event that any elected 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 three members of the Society in good standing shall be nominated by the President and elected by majority vote of the membership at the annual membership meeting. The Nominating Committee shall present a slate of candidates for the Board of Directors at the next annual meeting following their election to be included in the notice of the meeting sent to all members in good standing.

Article VIII - Dues and Fiscal Year

A. Annual dues in the Welsh Society of Central Ohio shall be proposed by the Board of Directors and approved by the membership at the annual general membership meeting. Upon payment of duties, each new member of the Society shall receive a copy of this Constitution.

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 business 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. 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.

Articles of Incorporation

ARTICLE I

The name of the corporation shall be Welsh Society of Central Ohio

ARTICLE II

The place in Ohio where the principle office of the corporation is to be located is Columbus, Franklin County, and Ohio

ARTICLE III

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. This corporation is organized and shall be operated exclusively to engage in, advance, promote, and administer education and charitable, religious, educational, and scientific purposes through activities and projects to aid, assist and contribute to the support of institutions which are organized and operated exclusively for education and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as now or hereafter in effect, and 1702 of the Ohio Revised Code of the State of Ohio, as now or hereafter in effect. The corporation shall have only such powers as are consistent with the foregoing purposes, including the power to acquire and receive funds and property of every kind and nature whatsoever, whether by purchase, conveyance, lease, gift, bequest or otherwise, and to own, hold, invest, expand, made gifts and contribution of, and to convey, transfer, and dispose of any funds, property and the income therefrom for the furtherance of the purposes of the corporation, and to lease, mortgage, encumber, invest and use the same, and such other powers which are consistent with the foregoing purposes and which are afforded to the corporation by the statutes of the State of Ohio and any future laws amendatory thereof and supplementary thereto. Provided, further, that all such powers of the corporation shall be exercised only so that the corporation's operation shall be exclusively with the contemplation of both Section 501(c)(3) of the Internal Revenue Code, as now enacted or as hereafter amended, and of the Statutes of the State of Ohio, as now enacted or as hereafter amended.

ARTICLE IV

No substantial part of the property or the income of the corporation shall be used for the purpose of carrying on propaganda or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publication and distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of this document, the organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under section 501(c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

ARTICLE V

No part of the property or net earnings of the corporation or any other pecuniary gain or profit shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization 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 in the purpose clause hereof.

ARTICLE VI

In the event of dissolution of the corporation all of its assets shall be distributed as follows: (a) The dissolution shall be conducted under the direction of the Court of Common Pleas of the County of Franklin, State of Ohio, or other court if required under the Statues of the State of Ohio or deemed desirable by the corporation in such manner as in the judgment of the Court will accomplish the general purposes for which the dissolved corporation was organized. (b) If a dissolution under court supervision is not so required or deemed desirable, the assets of the corporation shall be distributed to or for the benefit of organizations, causes or projects, for and to which gifts are exempt from taxation under provisions of section 501(c) (3) of the Internal Revenue Code and under the Statues of the State of Ohio, to the extent then possible. Any such assets not disposed of shall be disposed of the Court of Common Pleas of the Franklin County, State of Ohio exclusively for such purposes or to such organization or organizations, as said Court shall determine which are organized and operated exclusively for such purposes. In the event of dissolution, none of the assets shall be transferred to or in any respect whatsoever inure to or for the benefit of any member of the corporation. The corporation shall not lend any of its assets to any officer, director or member of the corporation nor guarantee to any other person the payment of a loan by an officer, director or member of the corporation.

ARTICLE VII

The period of duration of the corporation shall be perpetual.

ARTICLE VIII

The Board of Directors shall consist of at least 3 persons. The members of the corporation shall be the persons who are from time to time elected as directors of this corporation by the vote of a majority of the whole Board of Directors. The Board of Directors shall be authorized to provide standards and procedures for selection or removal of members in the Bylaws or Constitution of this corporation.

ARTICLE IX

The corporation shall have no capital stock.

ARTICLE X

The members, directors and officers of this corporation shall not be personally liable for the obligations of the corporation.