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Bylaws

MAASBESA is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

 

 

ARTICLE I
Name

The name of this organization shall be the Massachusetts Albanian American Society MAAS, hereafter the Society). MAAS is intended to be a not-for profit organization nder section 501(c)3 of the IRS tax code, and its office is located at 160 Commonwealth Avenue Boston MA 02116.


ARTICLE II
Mission

Section 1. MAAS is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 2. Its mission will be to promote the well-being and progress of the Albanian-American community of Massachusetts; to maintain and develop the Albanian language, culture and traditions; to advocate on behalf of the Albanian American community for their common or individual good and welfare; to do all things necessary
to promote and advance this mission.

Section 3. Consistent with the mission it is further agreed that the Society�s focus will be as a cultural and social organization for the community and that it shall conduct and/or sponsor programs, projects and activities designed to support its purposes and objectives with a long-term vision to create a permanent and sustainable community center.


ARTICLE III
Membership

Section 1.
All people of Albanian descent and those married to Albanians who live in Massachusetts and who are interested and committed to the promotion and development of our community are eligible to membership in this society.

Section 2.
Requests for membership shall be accepted by the Treasurer, upon endorsement of one member of the Society in good standing. The Treasurer shall thereupon send the new member a copy of the By-Laws with amendments, if any, to date.

Section 3. Life Membership.
Any member of the Society who shall have paid regular dues for a period of twenty (20) years and has remained in good standing, may become a life member of the Society upon her/his written request to the Treasurer and payment of such sum for life Membership as may be fixed from time to time by the Executive Committee. Such payments when made shall be in full of all dues to the Society during the life of such member. A life member shall have all the privileges of an active member of the Society. All sums paid for life membership in the Society shall be invested by the Treasurer and the income there from may be used for the general purposes of the Society.

Section 4. Honorary Membership.
Pursuant to the process provided herewith, persons of notable ability and who have an understanding and agree with the mission of MAAS, may have honorary membership conferred upon them. Persons of distinction who are not of Albanian descent or/and members of the Albanian American community of another state, may be elected by the Board of Directors to honorary membership in the Society, upon formal nomination by the members. Honorary members shall be entitled to the privileges of any other member during meetings, but shall not be entitled to vote; and they shall pay no dues and shall have no right, title, interest in any property of the Society.

Section 5. Special List of Members.
Any member of the Society who shall have attained the age of sixty five years, and who has been a member in good standing continuously for at least ten (10) years, shall upon his/her request, have their name placed upon in a special list of members, and shall thereafter be exempt from further payment of the Society�s dues. They shall enjoy all the privileges of membership, including the right to vote. In case of any question as to the length of membership, the Executive Committee may determine the issue.


ARTICLE IV
Society Dues

Section 1. Scale of Dues.
Each member shall pay the Society dues each year from January 1st to February 15th, payable on January 1st of each year in advance, in such amount as may be from time to time determined by the members upon the recommendation of the Executive Committee.

Section 2.
The amount of annual dues and life membership fees shall be fifty ($50) and five hundred ($500) respectively, provided however that newly arrived Albanian immigrants for the first two years following their arrival, retirees and students shall be granted a membership in this Society for an annual fee of twenty five dollars
($25) .

Section 3.
No person shall be in good standing or be qualified to exercise or be entitled to receive any privilege of membership who is in default of payment of their Society�s dues for a period of 45 days.

Section 4. Special Members.
This Article shall not apply to honorary or life members of the Society or to members who have been placed on the special list pursuant to Section 4 of Article III of the By-Laws.


ARTICLE V
Officers

Section 1. The management of the affairs of the Society shall be vested in a board of Directors and its Officers, as defined by the Society's bylaws.

Section 2.
The Officers of the society shall be two co-chairs (or one chair and one vice chair), a Secretary, and a Treasurer. These will constitute the executive committee of the Society, and their term in office shall be for two years with no more than two (2) renewals in a row.

Section 3.
The number of Officers constituting the initial Officers and board of Directors is four (4): two co-chairs (or one chair and one vice-chair), one Treasurer, and one Secretary.

Section 4. Duties.
The Officers of the Society shall perform the duties usually performed by such Officers, together with such duties as shall be prescribed by the By-Laws and in addition shall have the following responsibilities:
a. Chairs: The Chairs shall be jointly or severely members ex-officio, of all committees. It shall be the duty of the chair/s (vice-chairs) to call and chair all meetings, provide overall leadership for the Society, and prepare a budget for the ensuing fiscal year and submit the same to the Board of Directors for its consideration prior to presenting it to the general membership.
b. Secretary: The Secretary shall act as Secretary of all meetings. The Secretary shall be responsible for the giving and serving of all notices of the Society and shall perform all the duties customarily incident to the office of the Secretary, subject to the control of the Executive Committee, and shall perform such other duties as shall from time to time be assigned by the Board.
c. Treasurer: Immediately following the close of the fiscal year, the Treasurer shall collect dues and notify the Chairs and the Board of Directors of members in arrears. The Treasurer shall pay all society�s bills that have been approved by the Executive Committee, shall present to the Board of Directors a quarterly statement of all receipts and disbursements, and prepare an annual financial report. The Treasurer shall make a report at each Board meeting, chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Directors and the public.

Section 5.
The Officers will constitute the Executive Committee of the Societyand meet at least once per quarter.


ARTICLE VI
Board of Directors

Section 1. Of whom composed.
There shall be vested in a board of not less than 7 Directors and not more than 15 Directors, the authority to govern the Society, by directing its policy and operations in all matters relating to the objects for which it has
been formed. No Director shall have any right, title, or interest in or to any property of the Society.

Section 2. Powers.
The duties of the board will include:
- Oversee the activity of the Executive committee and Officers
- Propose distinguished individuals as members of honor for MAAS
- Oversee the work of the permanent committees
- Propose new permanent or ad hoc committees
- Oversee the financial statements of the Treasurer twice a year
- Make new amendments to modify by-laws

Section 3. Resignation.
Resignation from the Board must be in writing and presented to the board of Directors; but no resignation shall cancel the dues of a member for that part of the fiscal year during which he has had the privileges of membership.

Section 4. Expulsion.
A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a two-thirds vote of the remaining Directors.

Section 5. Vacancies.
When a vacancy on the Board exists, nominations for new members may be received from present Directors by the Secretary two weeks in advance of a Board meeting. These nominations shall be send out to Directors with
the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.

Section 6. Meetings.

Not less than four meetings shall be held by the Board of Directors at such time and place as the Chair of the Society shall determine. It shall meet within thirty (30) days previous to the general meeting. The Chair shall call other meetings of the Board when requested in writing by at least three (3) members thereof. At any meeting a majority of the Board shall constitute a quorum. Voting by proxy shall not be permitted.

Section 7.
The Board of Directors will appoint an Advisory Board of between 15-25 persons to provide guidance and counsel for the Board within three months after each election.

Section 8.

Members of the Advisory Board will serve for a period of two years, with no limit on the number of terms an Advisory Board member may serve. The Advisory Board will have no decision-making authority, but provide guidance and counsel for the Board of Directors on various issues. Members of the Advisory Board should include persons who may some day be on the Board of Directors, and also more senior members of the Albanian community (inside and outside of Massachusetts) to ensure broad representation. All members of the Advisory Board shall be invited to attend and participate in all Meetings of the Board of Directors and shall receive such
information that is distributed to the Board of Directors as the Chairman of the Board shall determine. Advisory Directors shall not be permitted to vote at any Meeting of the Board of Directors or with respect to any matters pertaining to the management of the Society.


ARTICLE VII
Meetings

Section 1.
At least one general annual meeting of the Society and its members shall be held each year at such time and place as the Executive Committee shall determine. The Board of Directors shall meet at least once per quarter, and the
Officers of the Society will also meet at least once per quarter.

Section 2.
An Annual Report and Financial Summary will be prepared not less than two weeks before the Annual Meeting of the Society, and distributed to all members.

Section 3.

The annual report to be submitted to the Board will show income, expenditures, pending income, and the financial records of the Society are public information, and shall be made available to the membership, Directors and the public.

Section 4.
Notice of each meeting shall be given to each voting member not less than ten days before the meeting.


ARTICLE VIII
Elections

Section 1.
Election of Officers and Directors will occur as the first item of business at the annual meeting of the Society. Directors will be elected by a simple majority vote of the current members, and serve for a period of one year. Following election of the Directors, the Directors will elect the Officers every other year or when
there is a vacancy in one of the Officer positions on the basis of a simple majority vote of the Directors.

Section 2.
Election of Directors shall be by ballot of the members of the Society during the general annual meeting. The Board of Directors shall nominate and cause such ballots to be prepared prior to the meeting and the election of Directors and Officers shall be the first order of business at said meeting. If there be no annual meeting in that particular year the election of Officers shall be by mail ballot, in such manner as shall be determined by the Board of Directors, provided that said election be concluded not later than the date set by the Board for said annual meeting of the Society. Elections for Officers will be held once every two years, so that said term office will be in harmony with the provisions of the By-Laws of the Society.

Section 3.
All voting will be held with preferably two candidates at a minimum for Chair, Vice Chair (or co-chairs), Treasurer, and Secretary.

Section 4.
All Directors shall serve one-year terms, but are eligible for reelection to two additional terms.

Section 5.
Nominations for election to the Board of Directors may be made by any Member of the Society. Such nominations shall be submitted to the Executive Committee not less than ten days prior to the Annual Meeting to permit due and proper consideration by the Executive Committee. The Executive Committee shall evaluate all nominations and submit recommendations to the Board of Directors. At the Annual Meeting, the list of nominees shall include a summary of the background of the nominee(s), an affirmation of the nominee's understanding of the duties and responsibilities of Directorship, and the Executive Committee's recommendations in regard thereto. No Director shall be elected without such procedures. The Executive Committee shall also make recommendations to the Board of Directors concerning the re-election of Directors.


ARTICLE IX
Committees

Section 1.
The Executive Committee may, by resolution adopted by a simple majority vote from all members of the Society, establish and appoint any other standing committees. The Chairs shall appoint a chairperson of each committee. Each committee so appointed shall have only powers specifically delegated to them by the Board, provided that no such committee shall have powers which are not authorized for any standing committee. Upon incorporation the following Committees will be established:
a- Public Relations and Membership Committee
b- Community Affairs Committee
c- Fundraising and Events Organizing Committee


ARTICLE X
Contract, Checks, Bank Accounts and Investments

Section 1. Checks, notes and contracts:
The Board of Directors is authorized to select such depositories as it shall deem proper for the funds of the Society and shall determine who shall be authorized on the Society�s behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and documents.

Section 2. Investments:
The funds of the Society may be retained in whole or in part in cash or may be invested and reinvested from time to time in such property, real and personal or otherwise, including stocks, bonds or other securities as the Board of Directors may deem desirable.


ARTICLE XI
Office and Books

Section 1. Office:
The office of the Society shall be located as such place within the Commonwealth of Massachusetts.

Section 2. Books:
There shall be kept at the office of the Society correct books of account of the activities and transactions of the Society including a minute book, which shall contain a copy of the charter, a copy of the by-laws and all minutes of meetings of the Board of Directors.


ARTICLE XII
Fiscal Year

Section 1.
The fiscal year of the Society shall be the calendar year.


ARTICLE XIII
Indemnification

Section 1. The Society shall, to the fullest extent now or hereafter permitted by law, indemnify any person made or threatened to be made, a party to any action or proceeding, whether civil or criminal, by reason of the fact that he/she, his/her testator or intestate is or was a Chair, Officer, employee or agent of the Society, against
judgments, fines, amounts paid in settlement and reasonable expenses, including attorney�s fees and shall advance the expenses of such person in defending such an action or proceeding, with respect to such indemnification of or advancement of expenses to Officers and Chairs by agreement or by resolution of the Board of Directors


ARTICLE XIV
Amendments

Section 1.
If an amendment to these By-Laws should be proposed at any general annual meeting of this Society, it may be made, provided, however, that the proposed amendment has been previously approved of by the Board of Directors and the other special committees at least one week in advance of the Annual Meeting. In
addition, the approval of any amendments must be posted on the Society�s web site and be included in the notice of the meeting.
a. Amendments can be proposed in writing by at least one-fourth of the Directors
b. Amendments should be approved by a majority of at least two-thirds of peoplepresent at the annual meeting of the Society and by not less than 50% of thetotal membership of the Society.


ARTICLE XV
Duration/Dissolution

Section 1.
The duration of the Society�s existence shall be perpetual until dissolution. Upon the dissolution of the Society, assets of the Society shall be distributed for one or more 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 be distributed to the federal government, or to a state or local government, for a public purpose.


ARTICLE XVI
Exemption Requirements

Section 1.
At all times the following shall operate as conditions restricting the operations and activities of the Society:
1. No part of the net earnings of the Society shall inure to the benefit of, or be distributable to its members, trustees, Officers, or other private persons, except that Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the mission statement hereof.
2. No substantial part of the activities of the Society shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the Society shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
3. Notwithstanding any other provisions of this document, the Society 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 tax code, or by an organization, contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code, or corresponding section of any future tax code.


ARTICLE XVII
Incorporators

Section 1.
In witness whereof, we, the undersigned, have hereunto subscribed our names for the purpose of forming the Society under the laws of the State of Massachusetts and certify we executed these Articles of Organization on November 3, 2006.