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.
E. A membership may be refused or revoked by a ¾ vote of the Board present at any regular or special meeting, for malfeasance, misfeasance, and nonfeasance or for publicly undermining the efforts of WSCO in the normal pursuit of its purpose. After a period of 5 years, a person whose membership had been refused or revoked may re-apply for membership, and may be accepted or rejected at the discretion of the Board.
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 are elected from amongst the sitting Board members and 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.
Articles of Incorporation
Name
ARTICLE I
The name of the corporation shall be Welsh Society of Central Ohio.
Place
ARTICLE II
The place in Ohio where the principle office of the corporation is to be located is Columbus, Franklin County, and Ohio.
Purpose
ARTICLE III
The purpose of this corporation 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. This corporation is organized and shall be operated exclusively to engage in, advance, promote, and administer education and charitable, religious, educational, and scientific purposes through activities and projects to aid, assist and contribute to the support of institutions which are organized and operated exclusively for education and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as now or hereafter in effect, and 1702 of the Ohio Revised Code of the State of Ohio, as now or hereafter in effect. The corporation shall have only such powers as are consistent with the foregoing purposes, including the power to acquire and receive funds and property of every kind and nature whatsoever, whether by purchase, conveyance, lease, gift, bequest or otherwise, and to own, hold, invest, expand, made gifts and contribution of, and to convey, transfer, and dispose of any funds, property and the income there from for the furtherance of the purposes of the corporation, and to lease, mortgage, encumber, invest and use the same, and such other powers which are consistent with the foregoing purposes and which are afforded to the corporation by the statutes of the State of Ohio and any future laws amendatory thereof and supplementary thereto. Provided, further, that all such powers of the corporation shall be exercised only so that the corporation's operation shall be exclusively with the contemplation of both Section 501(c)(3) of the Internal Revenue Code, as now enacted or as hereafter amended, and of the Statutes of the State of Ohio, as now enacted or as hereafter amended.
Non-Profit Status
ARTICLE IV
No substantial part of the property or the income of the corporation shall be used for the purpose of carrying on propaganda or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publication and distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of this document, the organization 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 federal tax code.
Non-Profit Status, cont.
ARTICLE V
No part of the property or net earnings of the corporation or any other pecuniary gain or profit shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.
Provision for dissolution
ARTICLE VI
In the event of dissolution of the corporation all of its assets shall be distributed as follows: (a) The dissolution shall be conducted under the direction of the Court of Common Pleas of the County of Franklin, State of Ohio, or other court if required under the Statues of the State of Ohio or deemed desirable by the corporation in such manner as in the judgment of the Court will accomplish the general purposes for which the dissolved corporation was organized. (b) If a dissolution under court supervision is not so required or deemed desirable, the assets of the corporation shall be distributed to or for the benefit of organizations, causes or projects, for and to which gifts are exempt from taxation under provisions of section 501(c) (3) of the Internal Revenue Code and under the Statues of the State of Ohio, to the extent then possible. Any such assets not disposed of shall be disposed of the Court of Common Pleas of the Franklin County, State of Ohio exclusively for such purposes or to such organization or organizations, as said Court shall determine which are organized and operated exclusively for such purposes. In the event of dissolution, none of the assets shall be transferred to or in any respect whatsoever inure to or for the benefit of any member of the corporation. The corporation shall not lend any of its assets to any officer, director or member of the corporation nor guarantee to any other person the payment of a loan by an officer, director or member of the corporation.
Duration
ARTICLE VII
The period of duration of the corporation shall be perpetual.
Board of Directors
ARTICLE VIII
The Board of Directors shall consist of at least 3 persons. The members of the corporation shall be the persons who are from time to time elected as directors of this corporation by the vote of a majority of the whole Board of Directors. The Board of Directors shall be authorized to provide standards and procedures for selection or removal of members in the Bylaws or Constitution of this corporation.
No capital stock
ARTICLE IX
The corporation shall have no capital stock.
Other
ARTICLE X
The members, directors and officers of this corporation shall not be personally liable for the obligations of the corporation