Article 1. Name
In accordance with Article 36 and corresponding Articles of the Italian Civil Code the Association denominated "The American-International League of Florence - ONLUS" is hereby established. The term ONLUS (Non-Profit Organization for Social Utility) must be used wherever the title of the Association appears in written form or in any other form presented to the public.
Article 2. Location
The official address of the association shall be the address of the President Pro Tempore of the Executive Board.
Article 3. Purpose
The sole purpose of this Non-Profit Organization shall be to contribute to community well-being through programs of social assistance and fund-raising for charity.
The Association may not carry out activities different from those stated above with the exception of business directly or indirectly connected to the stated purposes of the group.
Article 4. Affiliation
The Association is a member of the Federation of American Women's Clubs Overseas (FAWCO).
Article 5. Membership
The Association shall be open, subject to acceptance by the Executive Board, to individuals with a good command of the English language who are interested in the goals of the Association, who apply for membership, and who agree to pay the established annual fees.
The term of membership shall be indefinite and may not be limited by the Board to a temporary period.
The categories of membership include Regular and Life Members; the latter qualification is awarded by the Executive Board in recognition of exceptional service to the Association.
All members shall receive a monthly newsletter and an annual roster, shall be admitted to full participation in the activities of the Association, and, if of legal age, shall have the right to vote for the approval and modification of the Constitution, the selection of members of the Executive Board, and the approval of the annual proposed budget and closing financial statement. All members of legal age are eligible for elective office.
Consuls who reside in Florence and/or local civic authorities, or their respective spouses, may be designated as Honorary Members and allowed to participate in the activities of the Association. Honorary members do not pay annual dues and may not vote or hold elective office. The position of Honorary President is offered to the Consul General of the United States of American in Florence or to the spouse of the Consul General.
Persons or organizations which support the purposes of the Association through donations may be designated Patrons of the Association.
Transfer members from other FAWCO clubs are eligible for immediate membership without prior approval of the Executive Board. Membership in the Association is personal and not transferable to other individuals. Membership ceases only with the death, resignation, or expulsion of the member. Expulsion is decided upon by the Executive Board and put into effect only if the member is seriously negligent in adhering to the obligations of the Association.
It is incumbent upon members to keep the appropriate Board Member informed of their current address.
Article 6. Executive Board
The Association is administered by an Executive Board composed of a variable number of members, with a minimum of four, elected by Regular and Life Members at a General Meeting.
The Executive Board is composed of a President, a Vice President, a Treasurer, a Recording Secretary, and, eventually a delegate for each of the activities that the Membership deems necessary for carrying out the purposes of the Association.
Each Board Member has one vote. No one may hold more than one position at a time on the Executive Board.
Board Meetings are established by the Executive Board itself and convened by the President. A majority of the Board Members must be present for a meeting to be valid. Decisions are then valid with a majority vote of those present.
Board members are elected for a term of two fiscal years and, upon conclusion of an entire term, may not be re-elected to the Board until at least one full year has passed.
The Executive Board may accept or request the resignation of any Board Member at any time. If a Board position becomes vacant the Board may replace the missing member. The new member remains in office until the end of the current year.
The President is the legal representative of the Association, presides over regular and extra-ordinary General Meetings and Board Meetings, votes at Board Meetings only in case of tie vote, has power of signature in financial and bank transactions, assists the Treasurer in preparing annual budget statements and supervises all committees with the exception of the Nominating Committee.
The Vice President acts as substitute for the President in case of absence or illness, is responsible for planning programs and activities at General Meetings, maintains an annual calendar of projects and events, and is the official Parliamentarian.
The Recording Secretary writes the minutes of the General and Board Meetings, is responsible for the distribution and filing of these minutes, prepares a summary of the principal decisions approved by the Executive Board and the General Assembly, and makes these regularly available to the Membership.
The Treasurer is responsible for the collection and distribution of the funds of the Association, for all bank operations, for registering all income and payments, for recording all expenses or earnings gathered by Board members in their individual areas of activity, for preparing and distributing periodic financial statements, and for preparing the Annual Budget and closing Financial Statement in cooperation with the President. The Treasurer also as signature authority in financial dealings.
Article 7. Calendar and Meetings
The fiscal year of the Association extends from the first of July to the thirteenth of June of the following year.
Dates for General Meetings, open to all members, are set by the Executive Board. A General Meeting must be held at least once per year for approval of the annual Financial Statement within six months of the close of the previous fiscal year.
At the discretion of the Board, General Meetings are held the first Tuesday of the month.
General Meetings are scheduled by the Board and convened by the President by mail, fax, telephone or other means at least seven days before the meeting except in situations of particular urgency, in which case the period may be reduced to one day.
For a General Meeting to be confirmed it must be attended by a quorum of at least fifteen percent of the Membership. Decisions are then valid by majority vote of those present. Each member has one vote. Voting is by raised hands or by written ballot. In the case of voting by written ballot, absentee ballots are accepted.
Voting by raised hands is not permitted for the following decisions: annual dues, estimated budget, approval of yearly financial statement, Board elections, and amendments to the Constitution.
Written proposals on issues requiring a written ballot will be sent to members, along with notification of the date of voting, at least fifteen days before the voting. Members must submit the original ballot; photocopies or faxes of the original ballot are not accepted.
Article 8. Elections
At least three months before the General Meeting designated for the elections, the Executive Board nominates a Nominating Committee composed of five members, only two of which may be part of the Executive Board.
After having solicited candidates from all members by written notification, the Committee proposes at least one candidate for each post to be assigned.
Independent nominations may be made over the signatures of fifteen members in good standing and filed with the Recording Secretary at least two months before the election date.
Elections shall take place ordinarily in the month of May. Notice of the election meeting and the slate of nominees shall be sent to the General Membership at least fifteen days prior to that meeting.
Results of the election voting shall be announced at the end of the election meeting.
Elected candidates assume office on the first day of the July following the election.
Article 9. Assets and Donations
The Assets of the Association are made up of cash on hand, any real reason estate or goods that may come into the possession of the Association, donations, legacies, bequests, and contributions from public or private persons or entities as well as operative surpluses.
In order to achieve its aims the Association relies on the following income:
- deposits from Members and third parties
- income, such as interest, deriving from financial holdings
- income earned from projects and activities
All members except Life and Honorary Members are obligated to pay the annual dues established by the Executive Board from year to year.
Contributions to the holdings of the Association may be of any sort and are in all cases unrefundable; in no case are contributions to the Association refunded, not even in case of the dissolution of the group or the death, resignation, or expulsion of a member.
Article 10. Annual Budget
The President and the Treasurer draw up the annual Proposed Budget and final Financial Statement of the Association. These must be sent to all members at least fifteen days before the meeting at which they are to be approved.
The Board, by a majority of a quorum present, may authorize unbudgeted expenditures within the limit stipulated by the Membership. Unexpected expenditures above the stipulated amount must be specifically approved by the Membership.
As long as the Association is in existence it is forbidden to distribute, directly or indirectly, funds or surpluses among members or in other ways not related to the stated purposes of the Association unless the distribution is imposed by law or is in favor of a similarly structured ONLUS.
The Association is obligated to apply any surpluses towards activities directly connected to its stated purposes.
Article 11. Charity
Disbursement of funds earned for charity projects is determined by the Membership upon recommendations from the Executive Board. The Association may not make charity donations outside the Province of Florence with the exception of those destined for FAWCO programs.
Article 12. Audit and Inspection
The Membership may decide to submit financial records and books to an outside audit by an authorized public agent.
Prior to the installation of a new President or a new Treasurer, a check of the Association's financial records shall be made jointly by the outgoing President and/or Treasurer and the incoming President and/or Treasurer.
Article 13. Constitutional Modifications
In order to modify this Constitution it is necessary to convoke an extraordinary General Meeting of which the Membership has been informed by written notification postmarked at least fifteen days before the meeting.
The written notification must state the modifications proposed, which must then be approved by two-thirds of the members present at a meeting at which there is a quorum of the Membership.
Constitutional amendments may be proposed by the Board as well as by the Membership. Amendments proposed by the Membership must be signed by at least fifteen members and filed with the Recording Secretary, who shall submit such proposals to the Board for immediate action at the first subsequent Board Meeting.
Article 14. Dissolution
To dissolve the Association a specific extraordinary General Meeting must be called by means of written notification to the Membership postmarked at least twenty-one days before the meeting and containing the reasons for the dissolution. At the extraordinary meeting the Membership must also choose one or more persons to liquidate the financial resources of the Association and determine what the duties and powers of the liquidator(s) shall be.
Approval of dissolution shall require a two-thirds majority vote of those present provided there is a quorum.
Upon dissolution, for whatever reason, the assets and activities of the Association, if any, must be transferred to one or more similar Non-Profit Organizations for Social Utility or Public Welfare, in accordance with Article 3, Section 190 of the Law 23/12/96 No. 662, unless other destinations are imposed by law.
BYLAWS & STANDING RULES
BYLAWS
Bylaws are adopted, rescinded, or amended by a majority vote of members present at a General Meeting provided that there is a quorum. Prior written notification to Members is necessary. The Association shall be referred to in these Bylaws as "the League".
Article 1. Procedures
Section 1. Parliamentary Procedure
Where not otherwise prescribed herein, all League and Committee business shall be conducted according to "Robert's Rules of Order".
Section 2. General
These Bylaws shall not be in conflict with the Constitution.
Article 2. Membership
Section 1. Sponsorship
Applicants for Membership must have their application signed by two members (sponsors).
Section 2. Transfer Members from other FAWCO Clubs
Transfer members from other FAWCO clubs shall be automatically accepted to Membership and are exempt from the sponsorship requirement.
Section 3. Readmission
Former members who resigned and would like to rejoin the League shall be required to complete a membership application, although they shall be exempt from the sponsorship requirement.
Former members whose membership lapsed because of non-payment of dues or other debts must follow the same admission procedures required of first-time applicants. The Board shall determine if unpaid fees or other debts must be paid to the League prior to the readmittance.
Section 4. Out-of-Country Members
A member who leave Italy may maintain membership by paying annual dues.
Article 3. Executive Board
Section 1. Additional Duty of the President
Upon expiration of the term of office the President becomes a Counselor.
Section 2. Composition of the Board
In addition to the President, Vice President, Recording Secretary, and Treasurer, the Board shall be composed of the Chairs of the Standing Committees.
The Standing Committees shall be Community Service, Computer Operations, Correspondence, Cultural Program, Donation Research, FAWCO, Fundraising, Membership, Newsletter, Night Owl Program, Social Activities, and Zone Leadership.
Section 3. Duties of Chairs of Standing Committees
Each Chair shall be responsible for the work of a Standing Committee and may appoint a Vice-Chair.
- The Community Service Chair shall organize activities at institutions in the local community and shall coordinate members' participation in special programs.
- The Computer Operations Chair shall receive and record computer-ready information, shall provide for its storage on hard and floppy disks, shall provide copies of computer-stored information to other Board Members as requested, shall update computer information on a regular basic, and shall assist other Board Members with printing when large numbers of copies are required.
- The Correspondence Chair shall receive and record floor nominations from the Membership, collect and record absentee ballots cast at General Meetings where voting by ballot takes place, shall maintain an up-to-date mailing list of members, shall carry on official League correspondence upon request by the President or the Board and shall be responsible for mailing the Newsletter and any other correspondence as requested by the Board.
- The Cultural Program Chair shall be responsible for developing and directing the League's cultural activities. These activities shall include lectures, sight-seeing trips, visits, and tours and are offered to League Members at cost.
- The Donation Research Chair shall collect information about charities in the Province of Florence, shall verify applicants' needs with on-site visits, shall develop and distribute a voting slate whereby the General Membership shall allocate proceeds from the annual Christmas Bazaar, and shall report to the General Membership as to how the monies were spent.
- The FAWCO Representative shall work as a liaison between the League and FAWCO headquarters and other FAWCO-member clubs and shall work to inform League Members of the value and benefits of FAWCO affiliation.
- The Fund-Raising Chair shall organize fund-raising activities on behalf of the League, shall coordinate such activities with the FAWCO Representative, and shall oversee programs such as theme dinners, raffles, and other fund-raisers.
- The Membership Chair(s) shall organize annual membership renewal, process membership applications, inform new members of their acceptance, prepare new members' packets, prepare and replace badges for new and old members, keep an accurate list of members with complete and up-to-date roster information, collect and deposit dues, provide the Correspondence and Newsletter Chairs with pertinent information about new members or old members who have reported information changes, and produce and distribute the annual Membership Roster to all League Members.
- With the assistance of the Newsletter team, the Newsletter Chair (Editor) shall produce the Newsletter for each month that the League holds a General Meeting or as determined by the Board. The Newsletter shall communicate League activities, organizational policy, and members' news.
- The Night Owl Chair shall organize meetings and activities for members who are not usually able to attend regular General Meetings, and shall keep these members informed of decisions and announcements which have not appeared in the Newsletter. The Chair shall also be responsible for proposing activities with similar members of other clubs.
- The Social Activities Chair(s) shall organize social events, including after-meeting luncheons, evening events, or programs celebrating holidays. These activities are open to League Members and their spouses and guests at cost.
- The Zone-Leadership Chair shall organize geographical zooming of the members, prepare and distribute the annual zone list, provide the Membership Committee with a list of Zone Captains for the annual roster, appoint Zone Captains and Co-Captains, coordinate zone activities, assist Zone Captains, and schedule Zone and All-Zone luncheons.
Section 4. Limitation of Liability for Board Members
Individual Board Members shall not be liable for any financial obligations incurred by the League.
Article 4. Meetings
Section 1. English Language
All General Meetings and Board Meetings shall be conducted in English, and outside speakers shall be expected to speak to the membership in English.
Section 2. General Meetings
General meeting shall be held from October through June.
Section 3. Board Meetings
Board meetings shall be held at least once a month prior to the General Meetings and once prior to the end of the fiscal year.
Section 4. Special Meetings
Special Meetings may be called by the President or by the Board. Written notice of Special Meetings shall be sent to the Membership and, except in cases otherwise specified in the Constitution and these Bylaws, shall be postmarked at least fifteen days prior to the General Meeting.
Article 5. Dues, Fees and Payments
Section 1. Dues
Payment of annual dues constitutes renewal of membership.
Annual dues shall be Lire 70,000.
Section 2. Exemptions
The Honorary President, Honorary Members, and Life Members shall be exempt from payment of annual dues.
Section 3. Penalties
Late payment of annual dues may be penalized by payment of a late fee.
Members whose dues or other League debts are in arrears may be excluded from the annual Membership Roster.
Section 4. Fees
All activities which require a fee not destined for charity projects must be self-sustained without financial assistance from the League.
When fees are applicable for League activities, all members may participate at the same rate of payment.
For League functions where there is a charge, guests may be charged a higher fee than that charged to League members. Any such additional fee shall be set by the organizing Chair. Immediate family of League members are exempt from these additional fees. The Board may invite, at League expense, a limited number of guests to League functions where fees are applicable.
Section 5. Members' Financial Liability
League members shall be held financially responsible for all reservations they make, whether for themselves, for other members, or for guests.
Committee Chairs may require payment in advance for attendance at League functions. A deadline date for reservations, payments, and cancellations shall be announced. Money may or may not be refunded for cancellations made after the announced deadline.
For League functions where the organizing Chair does not request payment in advance, League members shall be billed for cancellations made after the announced deadline and for any no-shows.
Section 6. Unbudgeted Expenditures
The special disbursement of unbudgeted funds up to, but not exceeding, Lire 500,000 may be authorized by a majority of the Board Members present at a valid Board Meeting.
Any unbudgeted expenditure in excess of Lire 500,000 for any single project shall not require prior notification, but shall require prior approval, at a regularly scheduled General Meeting, provided that there is a quorum, by a single majority vote.
Section 7. Reimbursement policy
Reimbursements shall be made for the following Board, Standing Committee, and Special Committee expenses: postage, telephone and fax expenses, office supplies, and expenses directly involved in the discharge of League activities.
Section 8. Allocation of Christmas Bazaar Profits for Operating Expenses
A maximum of fifteen percent of each year's gross Bazaar profits shall be retained against League operating expenses. The Board reserves the right in any given year to release that fifteen percent, or any part thereof, to charity.
STANDING RULES
Standing Rules are adapted, rescinded, or amended by a majority vote of members present at a General Meeting provided that there is a quorum. No prior notification of members is necessary.
1. General
These standing rules shall not be in conflict with the Constitution of Bylaws of the League.
2. Penalty for Late Payment of Annual Dues
The last day for payment of dues without incurrence of a late fee shall be fifteen October.
The payment for late payment of dues shall be Lire 15,000.
3. Prorating of Transfer Members' Annual Dues
The first year's dues of individual who transfer from other FAWCO-affiliated clubs shall be prorated by dividing them by the number of months in which the General Meetings are held and multiplying the result by the number of General Meetings remaining in that League year.
4. Prorating of New Members' Annual Dues
The first year's duties of new members shall be prorated as follows:
- Members admitted before 1 January shall be assessed the full annual membership fee.
- Members admitted before 1 April shall be assessed two-thirds of the annual membership fee.
- Members admitted on or after 1 April shall be assessed one-third of the annual membership fee.
5. Reimbursement of Expenses
Expenses incurred by Board Members shall be submitted to the Treasurer for reimbursement according to the procedures established by the incumbent Treasurer.
Expenses incurred by members who are not on the Board shall be submitted to the responsible Committee Chair for reimbursement.
6. Donation Research Committee Procedures
All members may nominate charities for consideration to receive Christmas Bazaar monies. The number of charities that a single member may nominate in any given year shall be established by the Donation Research Committee Chair.
The deadline for presenting applications to the Donation Research Committee shall be 30 November unless otherwise established by the Committee.
The slate of nominated charities shall be presented by the Donation Research Committee at the March General Meeting, shall be published in the April Newsletter, and shall be voted on by the Membership at the April General Meeting.
7. Bank Reserve
At the end of the fiscal year, and after all outstanding debts are paid, a minimum of Lire 15,000,000 shall be left in the reserve in a bank account in addition to any dues or donations given in advance for the following year. The purpose of this fund is to cover any sudden deficit or increase in operating costs.
8. Attendance at FAWCO Conference
The FAWCO representative shall attend the annual FAWCO conference at the League's expense. The Executive Board will determine what percentage of League funds may be allocated to cover presidential expenses for the conference before the approval of the estimated budget each year.