Welsh
Society of Central Ohio
Constitution
This Welsh Society of
Central Ohio Constitution sets out the mission and operation of the society.
Article I - Name and
Purpose
A. The name of this
organization shall be the Welsh Society of Central Ohio.
B. The purpose of this organization shall be to foster appreciation of and to
preserve Welsh heritage and traditions and to promote the literature, poetry,
music, and the arts of Wales for the benefit and education of members of the
general public.
C. The organization will be chartered as a non-profit corporation with
headquarters in Columbus, Franklin County, Ohio, and proper Articles of
Incorporation will be filed with the Secretary of State, State of Ohio. The
Articles of Incorporation and any amendments thereto shall be filed with the
Treasurer of the Society and shall be open to examination by any member in good
standing. The organization will also be registered with the Internal Revenue
Service of the United States of America as a non-profit organization under
paragraph 501(c) (3) of the Internal Revenue Code.
D. The Board of Directors (henceforth called Board) has the authority to approve
any documentation needed for verification, registration; update, or
required reports by either the Internal Revenue Service or the Secretary of
State, State of Ohio, or any governmental agency at any level requiring
information or reports.
Article II - Membership and Voting
A. Membership in the Welsh Society of Central Ohio shall be open to all persons
who are sympathetic to the above stated purpose. The Welsh Society meets all
tests of non-discrimination as required by Federal and State law.
B. Membership in the Welsh Society of Central Ohio shall be divided into four
classes: Individual, Family, Honorary, and Organization. Memberships may be annual or for life.
C. Each adult member and
organizational representative in good standing shall have one vote at any
general membership meeting (henceforth called Meeting) of the Society. To be
considered a member in good standing (henceforth called Member), the Member
shall have paid current annual dues or be a life member or an Honorary member.
D. Voting by proxy shall
not be permitted at any Meeting of the Society.
Article III – Meetings
A. There shall be one Annual Meeting of the general membership to be held in
conjunction with the annual St. David's Day celebration unless determined
otherwise by a 3/4 vote of the Board members currently installed. Special
meetings of the membership may be called by the Board whenever deemed necessary
or by any five Members of the Society.
B. Attendance by five (5) percent of the Members shall constitute a quorum for
conducting Meeting of the membership.
C. A minimum of 14 days
notice of any Meeting shall be sent to all Members.
D. The Board shall meet at least once each calendar quarter. Special meetings
of the Board shall be held whenever called by the President or by any two Board
members. A majority of the Board members currently installed shall constitute a
quorum for the conduct of business at any meeting of the Board.
E. The Board shall be
responsible for carrying out the business of the Society and for exercising the
general supervision of the affairs of the Society between Meetings.
Article IV - Board of
Directors
A. The Board shall consist of twenty-one (21) elected Members, including
Officers, plus any ex-officio members. To be eligible to stand for
election, the nominee shall have been a Member of the Welsh Society of Central
Ohio for one year immediately prior to election.
B. Nominees to fill new or unexpired terms for the Board shall be presented for
election during the Annual Meeting. Nominations may also be presented from the
floor at the Annual Meeting.
C. Members of the Board
shall be elected by majority vote of the Members present at the Annual Meeting.
The Board may elect Members to fill any vacant Board terms between Annual
Meetings.
D. The term of office for each member of the Board shall be three years,
beginning and ending with an Annual Meeting. The term of office for those
elected by the Board between Annual Meetings to fill vacant terms shall begin
during the calendar year in which they are elected. Each member of the Board
may serve an unlimited number of terms.
E. Members of the Board may
be removed from office, by a 3/4 vote of the Board present at any regular or
special meeting, for malfeasance, misfeasance, and nonfeasance in office or for
failure to remain a Member.
F. Non-members of the
Board, such as Committee chairpersons or the Immediate Past President (if not
still filling an elected term on the Board) shall serve as ex-officio members
and shall have no vote.
Article V – Officers
A. Officers shall consist of President, Vice President, Recording Secretary,
Corresponding Secretary and Treasurer.
B. Nominees for Officers
shall be presented for election during the Annual Meeting. Nominations may also
be presented from the floor at the Annual Meeting.
C. Officers shall be
elected by majority vote of the Members present at the Annual Meeting. Any
vacancy created by the resignation or death of any Officer shall be filled by
Presidential appointment and shall be valid only until the next Annual Meeting.
D. The term of office for
each Officer shall be one year, beginning and ending with an Annual Meeting.
There shall be no limit to the number of terms they may serve in each office.
Article VI - Duties of
Officers
A. President: It shall be the duty of the President to preside at all meetings
of the Board and of the Society membership; to sign the records thereof; and in
general to perform all the duties usually incident to such office, or which may
be required by the Board. The President shall not vote on items presented to the
Board nor to the general membership unless there is a tie and his/her vote shall
break that tie.
B. Vice President: The Vice President shall perform all the duties of the
President in case of absence or disability of the latter and perform all other
duties which may be required by the Board.
C. Recording Secretary: It shall be the duty of the Recording Secretary to keep
an accurate record of the acts and proceedings of the Board and the general
membership; to keep all books, records, papers, and property of the Society
entrusted to the Recording Secretary and to deliver them to the elected
successor or to the President; and to perform all the duties usually pertaining
to that office or which may be required by the Board.
D. Corresponding Secretary:
The Corresponding Secretary shall be responsible for notifying Members and/or
the Board of any regular or special meetings; for all the correspondence of the
Society; and any other duties which may be required by the Board.
E. Treasurer: The Treasurer shall receive and safely keep all money belonging to
the Society and disburse the same under the direction of the Board. The
Treasurer shall keep an accurate account of the finances of the Society in
books, either manual or electronic specifically provided for that purpose; hold
the same open for inspection and examination by any Member; shall present
abstracts of the same at the Annual Meeting or any other meetings when
requested; and perform all the duties usually pertaining to that office or which
may be required by the Board. On the expiration of the Treasurer's term, the
Treasurer shall deliver all money and other property of the Society entrusted to
the Treasurer to the elected successor or the President.
Article VII – Committees
A. The Board shall appoint standing and special committees in order to meet the
needs of the Society. Such committees may include, but are not limited to,
Mailing, Membership, Publicity, Site/Hospitality, Program, History, Music, and
Cultural Affairs.
B. An Audit Committee
consisting of three (3) Members of the Society shall be appointed by the
President. The Audit Committee shall audit the books of the Society within
thirty (30) days prior to the Annual Meeting and shall report its findings at
the Annual Meeting. In the event that any appointed member of the Audit
Committee is unable to perform the audit duties, the President may appoint a
replacement from the general membership. If the Audit Committee feels that an
independent audit is warranted, the Board has the authority to contract for such
an audit.
C. A Nominating Committee consisting of no more than three Members may be
appointed by the President. The Nominating Committee may present a slate
of candidates for both the Board and the Officers at the Annual Meeting. The
slate shall be open to all Members meeting the requirements stated in Article IV
(A).
Article VIII - Dues and
Fiscal Year
A. The amount of membership dues in the Welsh Society of Central Ohio shall be
proposed by the Board and approved by the membership at the Annual Meeting. Upon
payment of dues, each new Member of the Society shall receive a copy of this
Constitution if requested. A copy of the Constitution shall always be posted on
the organization’s website.
B. The fiscal year of the Society shall end on January 31.
Article IX - Amendments
A. This Constitution may be amended or repealed by a two-thirds vote of the
Members in attendance at the Annual Meeting or at a special meeting called for
that purpose.
B. Notification and text of proposed amendment(s) to this Constitution must be
provided to the membership no less than 30 days prior to the meeting at which
such amendment(s) will be considered. Such notification may be made by email,
United States regular mail, or by posting to the web site. This notification
shall also serve as notice of the Meeting pursuant to Article III, Paragraph C.
Article X - Dissolution
In the event the Society shall be dissolved, it shall be the duty of the Board
to distribute any assets on hand to such Welsh or Welsh-related charitable
organization or organizations which qualify for exemption as charitable
organizations under the then existing rules and regulations of the Internal
Revenue Code of the United States. However, if none is available, then it shall
be the duty of the Board to distribute said assets to any such charitable
organization or organizations which meet said qualification. The
distribution of assets must meet the guidelines established within the Articles
of Incorporation as filed with the Secretary of State of the State of Ohio.
Adopted as amended on 2/26/2011
BACK to main About
WSCO page
| 
