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Constitution and Bylaws

Constitution and By-laws

CONSTITUTION AND BY-LAWS OF THE ADVISORY BOARD OF THE CENTER FOR ITALIAN CULTURE

CONSTITUTION

Section 1. - Name and location:

The name of the organization is the Center for Italian Culture. The Center is located on the fourth floor of the Amelia V. Gallucci-Cirio Library at Fitchburg State University, Fitchburg, Massachusetts. The Center’s Advisory Board functions as its executive body.

Section 2. - Objective and purpose:

To encourage the understanding and appreciation of all aspects of Italian language and culture, including ancient and contemporary studies, and the Italian experience in the New World. (Mission adopted April 2000).

Section 3. - Governance:

The Advisory Board will elect officers from its directors, as stated in Article VII, Section 1 and Section 2 of its By-Laws.

BY-LAWS

Article I - Parliamentary Procedure:

The Advisory Board will follow Robert's Rules of Order Newly Revised (RONR).

Article II - Membership:

Section 1 - Advisory Board:

The Advisory Board of the Center will be composed of twenty to twenty-five area citizens and University community members, whose volunteer participation will enhance the Center's current programs, future initiatives, and its mission as stated in Section 2 of the Constitution.

A director of the Advisory Board will serve for a term of three years; the ending of the term will be at the closing of the fiscal year. The director whose term has expired may be invited to serve on the Advisory Board for a second three-year term. No director will be required to retire from the Board unless he/she so desires.

The Advisory Board will have as permanent directors the Director of the Amelia V. Gallucci-Cirio Library, the Vice President for Academic Affairs, the Chairperson or a representative of the Departments of Humanities, Economics, History & Political Science, Graduate & Continuing Education and Office of Development. These directors will be known as the Academic Committee.

The names of prospective candidates will be submitted to the Advisory Board at two consecutive regular meetings. If there is a favorable report from the Board directors, after the second regular meeting, an invitation to join the Advisory Board will be sent to the candidate.

Section 2 - Eligibility:

Anyone interested in our objective and purpose, as stated in Section 2 of the Constitution, is eligible for membership.

Section 3 - Acceptance:

A reply of acceptance from the invited candidate should be received by the Board within one month from the date of the invitation sent by the Board to the candidate.

Section 4 - Termination:

In the event that a director of the Advisory Board sustains two (2) consecutive unexcused absences from the Advisory Board meetings, the director will be contacted to determine whether or not he/she wishes to continue serving on the Board. If after being contacted there is still no response from the Board director and there is a third consecutive unexcused absence, the director will be automatically dismissed from the Advisory Board.

Article III - Fiscal Year:

The Center for Italian Culture will operate on a fiscal year basis, beginning July 1, and ending on June 30 in each year, and will also follow the budgetary calendar and process utilized by all academic departments within the University.

Article IV- Meetings:

Section 1 - Regular Meetings:

The Advisory Board regular meetings will be held on the second Wednesday of alternating months, beginning March 8, 2006. The Board may change the date and location of regular meetings provided a notice of at least twenty-four hours is given to all directors.

Section 2 - Special Meetings:

When it appears necessary, special meetings may be called by the Board. Notice of at least twenty-four hours must be given to all directors as to date, time, location, and purpose for the special meeting.

Section 3 - Annual Meeting:

An annual meeting will be held in May before the close of each fiscal year; the date, time, and location will be determined by the Board and a notice of at least forty-eight hours will be given to all directors.

Section 4 - Quorum:

At any meeting of the Advisory Board, a majority of the directors, that is one-half plus one, shall constitute a quorum.

Section 5 - Action by Vote:

When a quorum is present at any meeting, a majority of the Advisory Board present and voting shall decide any question, including election of officers, unless otherwise provided by these By-Laws. Voting by proxy shall not be permitted.

Article V- Officers and Advisory Board:

Section 1 - Officers:

The officers of the Center will be chair, vice chair, secretary, assistant secretary, treasurer, assistant treasurer.

Section 2 - Duties of Officers:

The chair shall preside at all meetings of the Board and may be present at all sub-committees. The chair shall have supervision of the affairs of the Center and its Board, and shall report to and is subject to the Board directors.

The vice chair shall assist the chair, and in the absence of, or the inability of the chair to fulfill his/her duties, shall assume the duties of the chair.

The secretary shall record, transcribe, and maintain records of all regular, special, and annual meetings of the Board, and shall distribute copies of the minutes to the Board members.

The assistant secretary shall assist the secretary, and in the absence of, or the inability of the secretary to fulfill his/her duties, shall exercise the duties of the secretary.

The treasurer shall report on the financial affairs and funds of the Center and its endowment, and shall distribute copies of monthly reports to the Board directors.

The assistant treasurer shall assist the treasurer, and in the absence of, or the inability of the treasurer to fulfill his/her duties, shall exercise the duties of the treasurer.

Section 3 - Vacancies:

Should the office of any officer become vacant, the vacancy shall be filled as follows:

(1) That officer's assistant shall fill a vacancy in the office of chair, secretary, or treasurer.

(2) A vacancy in the office of vice chair, assistant secretary, or assistant treasurer Shall be filled by a director of the Board, duly elected by the Board, upon the recommendation of the nominating Committee.

Each such successor shall hold office for the unexpired term. An ex-officio member of the Board is not eligible to hold office.

Section 4 -Duties of Advisory Board:

The Advisory Board will manage all affairs of the Center. The directors may, by a vote of the majority, appoint sub-committees for the Center's current programs, future initiatives, and to further enhance its mission, as adopted in April 2000, and specified in Section 2 of the Constitution.

Article VI - Committees:

Section 1 - Executive Committee:

There shall be an Executive Committee consisting of the officers of the Advisory Board and one other Board director nominated by the chair and elected by the Advisory Board. The chair shall preside.

Section 2 - Nominating Committee:

There shall be a Nominating Committee appointed by the chair with the consent of the Advisory Board at the first regular meeting of the Advisory Board following the Annual Meeting. The Nominating Committee will consist of the chair and four other directors of the Advisory Board. The chair of the Advisory Board will select a chair for this committee. The committee will present a slate of candidates for office every third year to the Advisory Board at its regular May meeting.

Section 3 - Program Committee:

There shall be a Program Committee appointed by the chair with the consent of the Advisory Board at the first regular meeting of the Advisory Board following the Annual Meeting. The Program Committee will consist of the chair and four other directors of the Advisory Board. The chair of the Advisory Board will select a chair for this committee. The Program Committee will present a slate of new directors every third year to the Advisory Board at its regular May meeting.

Section 4 - Scholarship Committee:

There shall be a Scholarship Committee appointed by the chair with the consent of the Advisory Board at the first regular meeting of the Advisory Board following the Annual Meeting. The Scholarship Committee will consist of a chair and four other directors of the Advisory Board. The chair of the Advisory Board will select a chair for this committee. The Scholarship Committee will present a slate of new directors every third year to the Advisory Board at its regular May meeting.

Section 5 - Academic Committee:

There shall be an Academic Committee consisting of Advisory Board directors specified in Article II, Section 1, third paragraph.

Section 6 - Curator:

The Advisory Board will appoint a Curator for the Center’s library, who will work together with the Director of the Amelia V. Gallucci-Cirio Library, and who will take charge of all property assigned to the Center’s library.

Section 7 - Other Committees:

The Advisory Board may appoint other committees when it appears necessary, with the consent of the majority of the Board. Ad hoc directors may be invited to participate in committee work and may be invited to Advisory Board meetings.

Article VII- Elections:

Section 1 - The Advisory Board shall elect officers, as specified in Article V, Section 1, for a three-year term. The elections will take place at the annual meeting of the Center for Italian Culture.

Section 2 - The officers may be re-elected by the Board, by a vote of the majority, for successive three-year terms. There will be no limit to term in office. No officer will be required to step down from his/her office, except by a vote of the majority of the Board.

Article VIII - Amendments:

The Constitution and By-Laws of the Center for Italian Culture may be amended by vote of the majority of the Advisory Board.

Any director of the Advisory Board may make a proposed amendment. It will be submitted to the chair, in writing, at a regular meeting of the Board. The chair will read the proposed amendment to the Board directors for their consideration. No action will be taken on the proposed amendment at the first reading.

The proposed amendment shall be read for a second time at the next regular meeting of the Board. A vote will be called.

In order for the proposed amendment to pass, a two-thirds (2/3) vote by the Advisory Board will be required.

Article IX - Dissolution or Disassembling:

Should it become necessary to dissolve or disassemble the Center for Italian Culture and/or any of its assets, the method of dissolving or disassembling will be determined by vote of the majority of the Advisory Board.

Accepted 7/1/04

Article IV amendment accepted 2/8/06

Article II – Section 4 amendment accepted 09/12/07

Article IV – Section 3 amendment accepted on 03/10/10

Article II - Section 1 rewritten 03/09/11; accepted 05/11/11

Article II - Section 4 rewritten 03/09/11; accepted 05/11/11

Article V - Section 2 rewritten 03/09/11; accepted 05/11/11

Article VI - Section 4 rewritten 03/09/11; accepted 05/11/11

Article VI - Section 7 rewritten 03/09/11; accepted 05/11/11

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