A California Tax-Exempt, Non-Profit, Mutual Benefit Corporation
Section 1. PRINCIPAL OFFICE. The principal office for the transaction of business of the corporation is hereby fixed and located at 3424 West Adams Boulevard, City of Los Angeles, County of Los Angeles, State of California 90018. The Directors are hereby granted full power and authority to change said principal office from one location to another in said county.
Section 2. NAME. The name of this corporation is the Polish University Club of Los Angeles, Inc. This corporation does not distribute gains, profits or dividends to its members. It does not have employees and does not pay salaries.
Section 3. PURPOSE. The specific purpose for which this corporation was formed is as follows:
1. To grant college scholarships to students of Polish descent who are permanent California residents
2. To support and encourage Polish cultural activities.
Section 1. APPLICATION. Application for membership shall be referred to the Membership Committee who will keep records of the membership. Dues must be paid at the time the membership is accepted.
Section 2. REVIEW. Any objections found to be valid after review by the Board may bar the applicant from membership and any dues paid will be refunded. The objectors and the reasons for rejection need not be divulged.
Section 3. CLASSES OF MEMBERSHIP. There shall be four classes of membership:
Associate, Family, Student and Honorary.
A. ASSOCIATE MEMBERSHIP. Associate membership may be extended to persons of Polish descent and their spouses of non-Polish descent. Associate members in good standing (current on dues) may be nominated and elected to the Board.
B. FAMILY MEMBERSHIP. Family membership may be extended to parents and children age thirteen through eighteen or college entrance (whichever comes first). The parents included in a Family membership shall enjoy all intended privileges of an Associate membership.
C. STUDENT MEMBERSHIP. Student membership is extended to persons attending a college or university. A student member may serve on committees and participate in events/programs, but is not eligible to vote or hold office.
D. HONORARY MEMBERSHIP. Honorary membership may be extended to persons who have performed exceptional services toward the purposes of the corporation. The names of honorary members will be presented and voted upon in the prescribed manner for membership. They will enjoy full rights of Associate membership.
Section 4. FORFEITURE OF RIGHTS. Any member who for any reason shall cease to be a member shall forfeit all his rights and interest in the property of the corporation.
Section 5. SUSPENSION. A member who conducts himself in such manner that is adverse to the general principles and purpose of the corporation, or is disloyal to the corporation, or conducts himself in a manner that, within the sole discretion of the Directors, is not in accordance with the purpose and function of the corporation, may be suspended through the action of the Directors after a thorough investigation.
DUES AND FINANCES
Section 1. ANNUAL DUES. Annual dues to be paid by the Associate, Family, and Student members become due and payable before the end of February each year. Honorary members shall pay no dues. The amount of dues shall be established by the Board.
Section 2. PRO-RATION. Dues paid by new members after June 30 will be prorated according to the month in which they are accepted.
Section 3. NON-PAYMENT OF DUES. Members who have not paid dues by the end of the fiscal year shall be removed from active membership.
Section 4. REFUND OF DUES. Dues once paid shall not be refunded to any member except as provided in Article II, Section 2 or as approved by the Board.
Section 1. FISCAL YEAR. The fiscal year shall end December 31.
Section 2. FINANCIAL STATEMENT. At the end of each fiscal year a financial statement shall be made of the finances of the corporation and each member shall be entitled to a copy.
Section 3. TAXES. Tax returns for the corporation shall be filed each year with the IRS and the State of California unless exempted.
Section 4. CORPORATE STATUS. The treasurer shall file all necessary, required reports annually with the Secretary of State of the State of California, the Department of Justice of the State of California and the Registrar of Charitable Trusts.
Section 1.NUMBER AND QUALIFICATIONS OF DIRECTORS. The authorized number of directors of the corporation shall be five unless changed by amendment of the Articles of Incorporation, and shall consist of President, Vice-President, Secretary, Treasurer and Membership Director.
Section 2. POWERS. Subject to limitations of the Articles of Incorporation, and subject to the duties of Directors as prescribed by the bylaws, all corporate power, business and other affairs exercised by or under the authority of the corporation shall be controlled by the Directors. The Directors shall conduct, manage and control the affairs and business of the corporation, and make such rules and regulations therefore not inconsistent with law, the Articles of Incorporation or the bylaws, as they may deem best.
Section 3. MEETINGS. There shall be at least four regular meetings of the Directors per year.
Section 4. ELECTIONS. A nominating committee shall propose at least one member for each office. The President shall have the ballot with the names proposed by the nominating committee presented and distributed to all voting members at the general or annual meeting.
The form of the vote shall be taken by voice or by hand. If the proposition is adopted by a majority vote (defined as direct approval by more than half of the members present), Installation shall be held at the annual meeting.
A. PRESIDENT. The President shall preside at the meetings, appoint, with the sanction of the Board, all standing chairpersons of committees, sign official papers, orders and checks, and perform such other duties as may be required by the corporation.
B. VICE-PRESIDENT. In the absence of or disability of the President, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President.
C. SECRETARY. The Secretary shall keep, or cause to be kept, the minutes of the corporation and the Board, shall be responsible for the corporation’s correspondence, and shall carry out the decisions of the Board and attend to all matters referred to that office by the President.
D. TREASURER. The Treasurer shall keep proper books of accounts, collect the dues of the members, and all other money due the corporation through the exercise of that office; shall promptly receipt and deposit all funds that are collected and shall keep correct account of all the monies given as securing and disbursed.
E. MEMBERSHIP DIRECTOR. The membership director shall keep accurate account of active members, solicit new members, keep records of applications, and send out renewal notices.
Section 5. VACANCIES. In the event of a vacancy occurring in any office other than that of the President, the President shall appoint a replacement, with the endorsement of the Board.
Section 6. TERM OF OFFICE. Directors shall hold office for a term of two years or until their successors are elected. No Director shall be eligible to serve for more than three consecutive terms in the same office unless a replacement has not been named or approved by the membership.
BOARD OF DIRECTORS
Section 1. The Board of Directors shall consist of the five elected Directors and the committee chairpersons.
Section 1. COMMITTEES. The corporation shall have the following committees: Membership, Scholarship, Publicity (Public Relations) /Fundraising, Nominating,
Events/Program, and Historical. Other committees are to be determined by necessity by the Board of Directors. Committee chairpersons shall be included in the Board of Directors. Committee members may be drawn from the general membership (in good standing).
A. MEMBERSHIP COMMITTEE. The President shall appoint, with the sanction of the Board, the chairperson of the Membership Committee. The committee will consist of three or more members; all applications shall be referred to this committee. Procedure on applications shall be as provided in Article II, Section 2, of the by-laws.
B. SCHOLARSHIP. The President shall appoint, with the sanction of the Board, the chairperson of the Scholarship Committee. The committee will consist of five or more members and it shall screen applicants for scholarships, select those who appear qualified according the scholarship policies adopted by the corporation, and present same with their recommendation for the approval of the Board.
C. PUBLICITY (PUBLIC RELATIONS)/ FUNDRAISING COMMITTEE. The President shall appoint, with the sanction of the Board, the chairperson of the Publicity/Fundraising Committee. The committee will consist of three or more members. It shall prepare notices and articles for the press concerning past and future events and shall generate donations either in the form of cash/check or an item or service to be used as raffle prizes.
D. NOMINATING. The President shall appoint, with the sanction of the Board, the chairperson of the Nominating Committee. The committee will consist of five or more members. The Nominating Committee is responsible for providing candidates for election, as described in Article V, section 4. The President shall not be a member of the Nominating Committee. The Nominating Committee chairperson does not have a vote in the Board of Directors election except in cases of a tie.
E. EVENTS/PROGRAM. The President shall appoint, with the sanction of the Board, the chairperson of the Events/Program Committee. The committee will consist of five members. It shall be responsible for the planning and implementation of two or more fund-raising events per year with the assistance of the Board.
F. HISTORICAL. The President shall appoint, with the sanction of the Board, the chairperson of the Historical Committee. The committee will consist of three members. It shall be responsible for recording and safe-keeping the history of the club and its activities.
Section 1. APPLICATIONS. Scholarship applications shall be made available to the members by February 15th of each year. Scholarship applications are due from the members by April 25th of each year.
Section 2. SELECTION PROCESS. Scholarship applicants shall submit their applications to the scholarship committee and attend a 30-minute oral interview with the scholarship committee. Scholarship applicants shall be reviewed and ranked according to a predefined rating system approved by the Board of Directors. Recipients must be of sophomore status in an accredited college or university in pursuit of a Bachelor’s or advanced degree. Scholarship applicants must remain in good standing with their college or university or face a forfeiture of their scholarship award.
Section 3. SCHOLARSHIP AWARDS. Annual scholarship allotments shall be budgeted and approved by the Board of Directors on an annual basis.
Section 4. SCHOLARSHIP PRESENTATIONS. Scholarships will be awarded to the recipients at the spring banquet and the Oplatek banquet on a one-half share (50/50) basis.
Scholarship recipients are requested to attend each banquet, but absence will not result in forfeiture.
Section 1. The General Fund shall be created from dues, proceeds from any event, unrestricted contributions from any source, admission charges, and assessments. All current expenses and scholarships shall be paid from this fund.
Section 2. Endowments shall be created in recognition of the intentions of generous contributors. These funds will be managed by the Board of Directors with input from the contributor or his/her designee.
Section 1. REGULAR MEETINGS. Regular meetings shall be held as designated by the Directors.
Section 2. ANNUAL MEETING. The annual meeting (Oplatek) shall be held in the last quarter of each year.
Section 3. SPECIAL MEETINGS. Special meetings may be called at any time by the President, or upon written request of five members. The President may, through the Secretary, call a special meeting by notice in writing. The call shall set forth the time, place and purpose of such special meeting, and no other business shall be transacted at such meeting than that which is contemplated by such a call.
Section 4. RULES AND ORDER OF BUSINESS. The parliamentary practice shall be governed by Robert’s Rules of Order.
Section 5. QUORUM OF MEMBERS. The minimum number of members who must be present at the meetings of the Polish University Club of Los Angeles for business to be legally transacted is the quorum of the assembly. Since there are ten directors (four officers and six committee chairpersons), a quorum shall constitute six persons who have been elected as Directors or appointed as committee chairs.
Section 1. These bylaws may be amended or new bylaws may be adopted at any time in the following manner. The proposed amendment must be submitted to the President in writing by the Directors. Notices of the proposed amendments shall be presented to the membership at the annual meeting or a special meeting called by the President. The amendment shall be adopted if agreed to by a two-thirds vote of the members in good standing present at the annual or special meeting.
Section 1. This corporation may be dissolved by a two-thirds vote of members in good standing, at the regular annual meeting, provided the issue of dissolution was placed before the meeting or at a special meeting called for the purpose of dissolution.
Section 2. Upon dissolution, all of the funds of the corporation shall be turned over to an organization which furthers the purposes of this corporation, as set forth in Article 1, section 3 and approved by the majority of membership in good standing.
KNOW ALL MEN BY THESE PRESENT:
That we, the undersigned, being all of the Directors of the Polish University Club of Los Angeles, do hereby assent to the foregoing Bylaws and adopt the same as the Bylaws of the Polish University Club of Los Angeles.
IN WITNESS WHEREOF, we have hereunto subscribed our names this ____________ day of_____________________, ____________.
Revised December 2000