Constitution of the Chicago Society
NAME AND OFFICE
SECTION 1. The name of this Society shall be “Chicago Society of the Polish National Alliance” (hereinafter referred to as “Society”).
SECTION 2. The principal office of this Society shall be located in Cook County or one of its contiguous counties, State of Illinois.
The mission of the Society is to share a leadership role in the improvement of life of Polonia institutions, groups, and individuals; promote public awareness, especially among youth, of Polish and Polonia history and culture; and support and nurture the business and civic endeavors of its members.
SECTION 1. A condition of membership shall be loyalty to the United States of America and its Constitution.
SECTION 2. Each member is encouraged to support the Society activities, events and fund-raising projects to the best of their ability.
SECTION 3. Membership in this Society shall consist of four classifications:
A. Active Membership. Any person of Polish lineage or affinity, over 18 years of age, of good character and reputation, whose acceptance will add to the welfare and progress of the Society and who is a citizen or legal permanent resident of the United States residing in Cook County or its contiguous counties may be admitted to membership in the Society at the discretion of the Board of Directors.
B. Non-Resident Membership. Any active member who moves from Cook County or its contiguous counties upon written application to the Board of Directors may retain their membership in the Society as a non-resident member as provided in the By-Laws.
C. Senior Membership. Any member in good standing may attain senior membership by their years of membership and age in accordance with the By-Laws.
D. Associate Membership. An applicant who otherwise complies with Paragraph A of Section 3 of this Article but does not reside in Cook County or one of its contiguous counties and has never been inducted into Active Membership, may be admitted to Associate Membership in the Society at the discretion of the Board of Directors.
SECTION 4. All applications for membership shall be in the manner and form prescribed by the Board of Directors. Applications shall be submitted in writing, signed by the applicant and by at least two members of this Society in good standing who personally know and recommend the applicant, shall be referred to the Second Vice President for investigation who shall thereafter submit their recommendation to the Board of Directors for its final disposition. The sponsors of a candidate submitted for membership shall not be required to appear in person before the Board of Directors to speak in support of such candidacy; their signatures on the application for membership shall be sufficient. However, at the meeting of the Board of Directors any officer or board member may request the appearance of one or both sponsors at the next regular board meeting to speak on behalf of the candidate and the application for membership shall be deferred until the next board meeting or until such time as the sponsors make their appearance on behalf of the candidate.
SECTION 5. A member shall forfeit their membership for non-payment of dues after delinquency for such a length of time as is established for said purpose by the Board. A member shall forfeit their membership for any other just cause at the discretion of the Board of Directors provided that such member is afforded the right to be heard and a review of the inquiry by the Board prior to its final disposition of the matter.
SECTION 6. Any member who has forfeited their membership may be reinstated to membership in the Society pursuant to the By-Laws.
INITIATION FEES, DUES, INDUCTION
SECTION 1. Each applicant for membership in the Society shall submit with their application an initiation fee in an amount to be determined from time to time by the Board of Directors and which has been ratified by a majority of the members present at a regular or special business meeting.
SECTION 2. The name and pertinent facts concerning the applicant shall be published for consideration by the members.
SECTION 3. After publication and acceptance into membership, the applicant shall be inducted within six months thereafter. If the applicant fails to be inducted within six months, the Initiation fee is forfeited and the applicant is then required to submit a new application and initiation fee. An exception to this rule may be granted at the sole discretion of the Second Vice President.
SECTION 4. The dues of the members of the Society shall be in an amount and for a particular period as established from time to time by the Board of Directors and which have been ratified by a majority of the members present at a regular or special meeting.
SECTION 5. Following compliance with the foregoing sections of this Article, an applicant for Associate Membership may be inducted by proxy, an Officer or Director standing in their place and stead.
MEETINGS, QUORUM, FISCAL YEAR
SECTION 1. The annual business meeting of the Society shall be held during the first month of the fiscal year. The fiscal year shall be from January 1 to December 31 inclusive.
SECTION 2. Regular meetings of the Society for business, social, educational, and informative purposes shall be held on the third Wednesday of each month at such date, time, and place as may be designated by the Board of Directors unless modified by the Board with 30 days notice.
SECTION 3. A special general meeting of the Society may be called at the discretion of the Board of Directors or by the President upon written notice thereof given at least fourteen days before such special general meeting. The membership at large may also call a special general meeting for a specific purpose upon a written petition signed by a minimum of ten percent of members in good standing, and upon written notice thereof given at least fourteen days before such special general meeting.
SECTION 4. Ten percent of the active membership shall constitute a quorum for the transaction of business at a regular or special meeting of the Society.
SECTION 5. Robert's Rules of Order shall govern the proceedings of all meetings of the Society and of the Board of Directors except where otherwise provided in the Constitution or By-Laws of this Society.
MANAGEMENT--OFFICERS AND BOARD OF DIRECTORS
SECTION 1. The officers of this Society shall be President, First Vice-President, Second Vice-President, Secretary, Financial Secretary, and Treasurer. All such officers shall ipso facto be members of the Board of Directors.
SECTION 2. The Board of Directors of this Society shall be composed of eight members which number shall include the six duly elected officers and one elected director: Director of Social Activities. The immediate past President of this Society shall automatically be a member of the Board of Directors and shall be known as the Senior Director.
ELECTION OF OFFICERS AND DIRECTORS
SECTION 1. The election of the Officers and Directors of the Society shall take place at the November regular meeting. All voting must be in person and not by proxy.
SECTION 2. No Officer or Director, with the sole exception of the Financial Secretary, shall hold the same office for more than two successive years.
SECTION 3. At the regular meeting of the Board of Directors in August, the President, with the approval of the Board of Directors, shall appoint a Nominating Committee of at least three members and one alternate, all members in good standing, none of whom shall be a current officer or director. No member shall be eligible to serve on the Nominating Committee who has served in that capacity for the previous two consecutive years.
SECTION 4. The Nominating Committee shall select one candidate for each elected position who shall be required to sign an acceptance of nomination, and shall thereafter submit a list of candidates to the Society at the regular meeting in September. At the regular meeting in October, the Nominating Committee shall accept for nomination such additional lists of candidates for the respective offices as may be submitted by the petitions of ten or more members, provided however that the signed acceptance of each candidate is attached to each such petition. The adjournment of the meeting shall close the nominations in the absence of a motion for that purpose. Immediately thereafter the Nominating Committee shall submit a list containing all the names of the candidates to the Editor who shall cause the publishing of such list to all members in good standing at least ten days prior to the date of the November election meeting.
SECTION 5. The President shall appoint three Judges of Election, if necessary, who shall prepare a ballot, have charge of the polls of election, canvass the votes and certify the results to the Secretary.
SECTION 6. Only members in good standing shall be eligible to be elected, to sign petitions, or to vote.
SECTION 7. No member admitted to membership in the Society within five days of election shall be eligible to vote in the election.
SECTION 8. The Board of Directors shall have the power to fill a vacancy occurring in any elected office or in any committee.
SECTION 9. The President, Officers and Board of Directors duly nominated and elected in accordance with this Constitution shall take the oath of their respective offices at the regular board meeting in January of each fiscal year. The person administering the oath of office to the aforesaid officers and board members shall not themselves be an incoming officer or board member.
DUTIES OF OFFICERS
SECTION 1. President: Said officer shall preside at all meetings of the Society and of the Board of Directors; shall have general and active management of the business of the Society and shall supervise the executive officers; shall be an ex-officio member of all committees without power to vote except in such cases where a tie has resulted from the vote of eligible members, in which event the President shall be empowered to vote to break the tie; the President is empowered to appoint an Editor, all current committees and all standing committees with the approval of the Board of Directors and shall exercise supervision over them. The President shall render an annual report to the general membership.
SECTION 2. First Vice-President: Said officer shall arrange for speakers for general membership meetings; shall perform all of the duties and exercise all of the powers of the President in the absence, disability, death, or resignation of the President; shall also perform such other duties of their office as may be delegated to them by the President or the Board of Directors.
SECTION 3. Second Vice-President: Said officer shall arrange for venues for general membership meetings as well as board meetings; shall perform all of the duties and exercise all of the powers of the President and the First Vice-President in their absence, disability, death, or resignation; shall supervise all matters pertaining to admission of members, including, but not limited to, receipt and reporting of applications of membership, induction of new members, and maintaining member pins and recognition. They shall also perform such other duties of their office as may be delegated to them by the President or the Board of Directors.
SECTION 4. Secretary: Said officer shall have the duty to give notice of all meetings of the Society; shall keep minutes of all meetings and shall be responsible for all official records; shall have custody of the Official Seal of the Society; shall publicize events and activities of the Society by informing the media through direct contact and press releases as may be appropriate; and shall perform other such duties as may be delegated to them by the President or the Board of Directors.
SECTION 5. Financial Secretary: Said officer shall have the duty to keep proper books of account; shall collect the dues and assessments of members and collect all other monies due the Society; shall notify members of dues and assessments falling due in accordance with the Constitution and the By-Laws; shall certify lists of members eligible for election, voting and signing petitions and voting in matters pertaining to the Society; shall promptly receipt for and pay all funds that may be collected to the Treasurer; shall perform other such duties that may be delegated by the President or the Board of Directors; shall give a bond for the faithful performance of their duties issued by a responsible surety company in an amount as approved by the Board of Directors, the premium for which shall be paid by the Society; shall prepare and submit current reports and an annual report to the President and Board of Directors. The books and records of the Financial Secretary shall be open at all times for inspection by the President, the Treasurer and the Board of Directors.
SECTION 6. Treasurer: Said officer shall have the duty to receive and disburse funds of the Society and keep an accurate account of all receipts and expenditures; shall make report thereon at each regular meeting of the Board of Directors and at the annual meeting of the Society; shall render a complete report of the receipts and disbursements for the fiscal year; shall pay all bills on order or direction of the Board of Directors; shall deposit the funds of the Society in such financial institutions as may be designated by the Board of Directors; all withdrawals therefrom shall be by checks signed by any two of the following officers as designated by the Board: President, First Vice-President, Second Vice-President, Secretary, Treasurer, Financial Secretary; shall give a bond for the faithful performance of his duties issued by a responsible surety company in an amount as approved by the Board of Directors, the premium for which shall be paid by the Society; shall prepare the annual budget of the Society; and shall also exercise supervision over all expenditures to ensure conformity with budget appropriations. The books and records of the Treasurer shall be open at all times for inspection by the President and the Board of Directors.
BOARD OF DIRECTORS
SECTION 1. It shall be the duty of the Board of Directors to carry out the mission of this Society as provided in this Constitution.
SECTION 2. The Board of Directors shall have general charge, management and control of the affairs, funds and property of this Society and shall have the general power to establish rules and regulations upon all matters not specifically covered by this Constitution as it may deem necessary for the proper transaction of business and the orderly conduct of the concerns of this Society.
SECTION 3. The Board of Directors shall meet for the transaction of business on a monthly basis and at any other time the President or any five members of the Board request in writing that such meeting be called.
SECTION 4. A majority of the Board of Directors shall constitute a quorum for the transaction of business.
SECTION 5. The Directors hereinafter specified shall have the powers and duties herein set forth and such additional powers and duties as may be delegated to them by the President or the Board of Directors:
SECTION 6. Duties of Directors
A. The Director of Social Activities shall be Chairperson of the Social Committee, which arranges, promotes and coordinates social activities, projects and events designed to advance the civic welfare of the Society, of its members, and of the community.
B. The Senior Director shall assist the President and perform such duties as may be delegated to them by the President. The Senior Director shall have the same voting rights as any Board Member.
SECTION 7. Each Director shall recommend to the President the appointment of such committees to act under their control as are necessary for the fulfillment of their duties.
The President with the approval of the Board of Directors shall appoint the following standing committees:
SECTION 1. Past Presidents Committee This committee shall consist of all active past Presidents of this Society in good standing. The purpose and duty of this committee is to act as advisors to the President.
SECTION 2. Audit Committee This committee shall consist of three (3) members and one (1) alternate, selected by the President from among the membership who are not members of the Board. The responsibility of the committee is to conduct an audit of the Society’s financial records. The purpose of the audit is to certify the accuracy of the Society’s financial records as well as appropriateness of expenses. Such an audit will be conducted at the conclusion of each fiscal year. The result of such an audit will include a financial report for the previous term and shall be submitted to the Board within 45 days after December 31.
SECTION 3. The President may form such additional committees as may from time to time deem necessary to further the ideals of the Society.
RECALL OF OFFICERS AND DIRECTORS
Any officer or director may be recalled and removed from office by the affirmative vote of the majority of the members in good standing present at any regular or special meeting of the Society on the recommendation of the Board of Directors, provided that notice of the contemplated action shall have been given to all members at least fourteen days before the prospective action.
SPECIAL PURPOSE FUNDS
SECTION 1. Special Purpose Funds shall be a part of the General Fund but separately earmarked for a specific purposes.
SECTION 2. The Board of Directors shall have the discretion to establish Special Purpose Funds
SECTION 3. Termination or diversion of Special Funds shall be the responsibility of the Board of Directors
SECTION 4. The exclusive proprietary rights to the respective General and Special Purpose Funds, investments and other property and holdings of this Society are vested in the Chicago Society as a corporate entity and not in any of the individual members.
SECTION 1. This Constitution may be amended by a proposed amendment or additional Article being originated from within the Board of Directors or from the general membership by a written petition signed by not less than fifteen (15) per cent of said membership in good standing.
SECTION 2. The proposed amendment or Article shall be properly presented and publicized to all members at least fourteen days prior to a regular meeting or a special meeting called for the purpose of considering the amendment or additional Article.
SECTION 3. The vote of two-thirds of the members in good standing in attendance at either the regular meeting or the special meeting shall be required to either adopt or reject the proposed amendment or additional Article.
In the event of the voluntary dissolution of the Chicago Society by the Board of Directors or by the members in good standing, the procedure shall be in accordance with the laws of Illinois and in accordance with the By-Laws of the Polish National Alliance.
Effective August 17, 2022