BY-LAWS of the
CONGREGAZIONE DI SAN BARTOLOMEO APOSTOLO
|Organized ||23 March 1879|
|Incorporated ||18 July 1879|
|Re-Incorporated ||18 November 1904|
|Re-Organized ||22 September 2009 |
|Re-Incorporated ||08 October 2009
ARTICLE I: MISSION STATEMENT
The object and purposes of this organization are the uniting of people whose ancestors lived on the island of Ustica, Italy, into a society wherein the members shall find relief and assistance in case of need and wherein members shall exercise towards one another benevolence, charity and camaraderie.
ARTICLE II: CORPORATE IDENTITY
Many of this organization's charter members are former members of the organization known as "Congregazione e Fratellanza Italiana di San Bartolomeo Apostolo" organized by notarial act passed before F. E. Rainold, a Notary Public, in and for the City of New Orleans, Parish of Orleans, State of Louisiana, dated November 18, 1904, and having expired after a period of 99 years as defined in its articles of incorporation. This former organization, itself, is a re-incorporation of the original organization known as "Congregazione di San Bartolomeo Apostolo" organized by notarial act passed before M. T. Ducros, a Notary Public, in and for the City of New Orleans, Parish of Orleans, State of Louisiana, dated July 18, 1879, and having expired after a period of 25 years as defined in its articles of incorporation. These precursory organizations have been informally known as Societá San Bartolomeo, San Bartolomeo Society or Saint Bartholomew Society, and this current organization will continue to use and be recognized by these aliases, though all formal documentation and correspondence of the organization must use the name as incorporated.
This society will have as its ceremonial ensemble the processional banner (Standard) representing the martyrdom of San Bartolomeo Apostolo, the flag of the United States and the Italian flag. The ceremonial display will be exhibited at all general membership meetings and society events. The ensemble must be kept in storage by a board member and must only be displayed in the presence of a board member.
This society will have a corporate seal in the form of an oval, with an incised image of San Bartolomeo in the center and the name of the society "Congregazione di San Bartolomeo Apostolo" incised along the edge. This image will also serve as the logo of the society and appear on all society correspondence and documentation.
This society will maintain a website with the address www.ustica.org. The website will be an interactive portal in which both members and visitors can experience the mission of the society. The website will contain a members-only area which offers an enhanced experience as well as an opportunity to conduct society business online. All society documentation must be stored at the website and accessible to members. The website address and email account are to be included on all society correspondence and documentation.
This society will issue a newsletter with the name "Ustica Connections" in conjunction with meetings and special events, and will serve primarily as the announcement and agenda for the meeting or special event. Additional content is at the discretion of the editor, the elected chair of the Media committee. The newsletters are to be numbered by year and issue.
ARTICLE III: RECONCILIATION OF ASSETS
Throughout the long history of the society and the Usticese community in New Orleans, many historical documents and other such assets have been produced and many are now lost to time. It is the expressed desire of this society to recover (or in the case of paper documents, simply copy) and maintain these documents and items as the opportunity becomes available. These include monies, the deed to the society tomb in Metairie Cemetery and society documents held by the former president and his family; other documents, the original corporate seal and items possibly held by families of past administrations, the statue of San Bartolomeo which may still lie beneath St Joseph's Church in New Orleans, the statue of San Bartolomeo which may lie in the attic of the old Our Lady of Lourdes Church in Chalmette; those documents which may reside in archives and libraries.
ARTICLE IV: MEMBERSHIP
Membership is open to all who wish to celebrate the unique culture, history and heritage of Ustica.
- Regular – Regular members pay the full amount of annual dues and are entitled to receive the newsletter, vote, hold office (see ARTICLE VII Section 1 for restrictions), make a motion, access the members-only features of the society website and join a committee. Regular members, and their spouses and dependent children, participate in all activities of the Society free or at discounted rates. Spouses who are also Ustica descendent are encouraged to join as regular members.
- Supporting – Supporting members pay reduced annual dues. This type of membership is meant to encourage participation from people outside of the geographic vicinity of New Orleans who wish to support the society and take full advantage of the society website. Supporting members are entitled to receive the newsletter and access the members-only features of the society website. Supporting members may not vote, hold office, make a motion and are not eligible for free or discounted rates at society activities.
- To receive the special designation of "Descendant of Ustica" an applicant must be descendent from an Usticese family and fill out a family chart on the back of the membership application form. This non-confidential information will be researched (if necessary) and published to the genealogical charts of the society website. Only regular members who are Ustica descendent may serve as an officer or board member of the society (See ARTICLE VII Section 1).
- New members are accepted upon payment of a one-time enrollment fee, receipt of annual dues and proper completion of the membership application form.
- Membership in the Society shall be yearly beginning on the date of the member's acceptance into the society. Weekly renewal notices will be sent starting one month prior to the month of the renewal date. Failure to renew within one month following the month of the renewal date will result in expulsion from the society. Members expulsed for not paying dues may rejoin but must repay the enrollment fee in addition to the annual dues of the society. The enrollment fee and annual dues shall be reviewed periodically by the Board of Directors to consider and recommend any changes. Any recommended changes in the fee or dues shall be presented to the membership at least 20 days in advance by written notice. A majority vote at a general membership meeting will be required to change the fee or dues.
- A member may be expulsed from the society for due cause following a hearing by the Board of Directors and an affirmative 2/3 vote of the general membership. The member will be allowed to defend his/her actions before the Board and the membership. The membership will receive at least 20 days notice before a vote is taken. Members expulsed for due cause may never rejoin the society.
- All communication from the society to its members will be electronic unless a member specifically indicates on the membership application form that they do not have the means to communicate electronically. The society will maintain a website at the address www.ustica.org. The website will contain some members-only features and a mail group for members only. The society will strive to add features which will make the website an effective form of interaction with the membership. Website features are meant to enhance the member experience and to promote participation in the society by people living outside the geographic vicinity of New Orleans. The website is not a substitute for human interaction and all regular and lifetime members are expected to attend general membership meetings and society activities.
- Special Classifications
- Honorary members - non-members who have demonstrated support for the Italian-American community in general and this society in particular. The Board of Directors will nominate those to receive the honorary membership and a 2/3 vote of the membership will be needed for recognition. Due notice of the vote will be given with the announcement of the general membership meeting at which the vote is to occur. Honorary members do not apply, pay dues or an enrollment fee and are entitled to the rights and privileges of all other members, with the exception that they cannot vote, hold office, or make a motion.
- Lifetime members - members who maintain all rights and privileges of regular members for their lifetime free from the payment of yearly dues. The Board of Directors will select the candidate for the award, which is only to be given when a suitable candidate is available. The candidate for the award must be a regular member for more than ten years and must have a record of continual, significant and evident contributions to the society.
ARTICLE V: OFFICERS
The elected officers of the Society shall be President, Vice-President, Secretary, and Treasurer. Officers shall perform the duties prescribed by these bylaws and the Parliamentary Authority adopted by the Society. All books compiled by officers are to be kept in electronic format and stored at the society website. All paper documents are to be scanned and stored electronically at the society website. Any officer has the ability to sign all of the orders of payment by the Treasurer.
- The President is the head of the Society; convenes and presides over all of the meetings and his/her charge is to watch over the faithful execution of the By-Laws. The President commands administratively, admits and cuts short speaking at the meetings, imposes order and decorum in the meetings, and has the predominant vote in the case of equal division of a vote.
- The President verifies the count at meetings and always has the right to see and examine the books of the Society. The President can assist at all of the meetings of the committees and interject opinion in his/her capacity as Chair Ex-Officio of each committee.
- The President has the ability to nominate replacements to the Secretary and the Treasurer, in the case of a vacancy; examine and announce the results of all voting; order the Secretary to call special meetings, and all of the documents that require his/her signature in order to be legitimate.
- All of the officers and apparent embellishments of the Society will be under the special surveillance and custody of the President.
- The President shall have sole authority to communicate with the media. All requests for interviews made to any member must be referred to the president.
- The President may approve any payment less than $100 (US) and not exceeding a cumulative total of $100 (US) for the period between Board meetings. All such payments must be detailed at the following Board meeting.
- In the absence of the President, duties of the President shall devolve upon the Vice-President.
- The Vice-President shall have the responsibility of the supervision of all committees, subject to the consent of the President and the approval of the Board of Directors.
- The Vice-President shall serve as agent of the corporation, and as such, will prepare and file the Annual Report for corporations in accordance with the requirements of the State of Louisiana.
- The Vice-President shall obtain and maintain a post office box within the city limits of New Orleans in the name of the corporation.
- The Vice-President shall prepare an annual report for the society to be prepared for the feast day, August 24th of each year. The annual report will contain the list of current officers and board members, list of committees and their chairs, list of society assets and who is in custody of the assets, and annual membership statistics
- The Secretary shall attend and take minutes at all meetings of the Corporation and of the Board of Directors
- The Secretary shall advise members of general membership meetings and any special meetings, notify new members of their acceptance and supply new members a copy of the By-Laws, notify rejected applicants of their status and request missing information or funds, send notice of receipt to members who have renewed, and send notice of expulsion to members who have been expulsed.
- The Secretary shall maintain a book of meeting minutes, a book of the articles of incorporation, bylaws, amendments and annual reports, and book of all official correspondence of the Society.
- The Secretary shall keep in safe custody the seal of the Corporation, and when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed it shall be attested by signature of the secretary.
- The Secretary shall determine if a quorum has been met at general membership meetings
- The Treasurer shall have charge of all funds of the Corporation and of the disbursements under the direction of the Board of Directors.
- The Treasurer shall keep a record of all monies received and paid out, making a report of same to the Board of Directors and to the general membership at each regular meeting thereof and whenever requested to do so.
- The Treasurer shall prepare and file all required IRS tax documents in order to maintain the corporation's employer identification number.
ARTICLE VI: BOARD OF DIRECTORS
- The Board of Directors shall be composed of the four Officers, the chairs of the four (4) standing committees, and one member-at-large. Five shall constitute a quorum. All members of the Board of Directors must be elected by the membership.
- For the purposes of transacting the business of this Corporation in the intervals between the meetings of the Board of Directors, the Officers shall act with full authority subject to the approval of the Board of Directors at the next duly scheduled meeting of the Board of Directors.
- Regular meetings of the Board of Directors shall be held at such frequency as the members of the Board of Directors may determine, with no less that six meetings per year and spaced out equally throughout the year. Special meetings of the Board of Directors may be called by the President on three days notice to each member of the Board of Directors, either personally or by mail.
- Board of Directors meetings, regular and special, shall be open to the general membership. Notifications of Board meetings shall be posted at the society website at least two weeks in advance of each meeting.
ARTICLE VII: TERM OF ELECTED OFFICIALS
The officers, standing committee chairs and member-at-large shall serve a term of three years.
- A candidate must:
- be a regular member in good standing or a lifetime member.
- be able to physically attend all meetings.
- not currently be serving in the same position to which the candidate is applying.
- not be a spouse or 1st degree relative (parent, sibling, child) of a sitting officer, or of another candidate already nominated and approved for participation in the election to which the candidate is applying.
- must be designated as "Descendant of Ustica" as described in Article IV Section 2 of these By-Laws.
- In the case of the absence of any elected official of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may delegate, for the time being, the powers or duties of such elected official to any other elected official, or to any representative provided a majority of the entire Board of Directors concurs therein.
- Nominations for candidates will be presented by the nominating committee, and solicited from the membership at the general membership meeting preceding the election and by mail, thereafter, up until notifications of the election are sent. Any disputes as to the order of nomination involving candidates that may be deemed ineligible by item 1d of this article will be decided by the President. The list of upcoming elections and eligible candidates will be sent with the general membership meeting notification for the meeting in which the election will occur.
- A candidate may apply for only one position on the roster of positions up for election.
- An officer, standing committee chair or the member-at-large may only be nominated for a position up for election if their current position will expire at the time of the election, or if they resign from their current position.
- Terms of officers and board members shall be staggered to preserve continuity of the administration of the Society. In order to initiate the offset of elections, initial terms may be shortened by no more than one year or extended by no more than 3 additional years at he discretion of the Board. Elections occur at the general membership meeting of the end of the officer or board member's term. A majority of the votes cast shall be necessary for election.
- Newly-elected officers and board members are installed at the general membership meeting immediately following their election. Both current officers and newly-elected successors are expected to attend board meetings in the interim, however, the successor has no vote until installed. This item does not apply to the initial Board of Directors; they are to be installed immediately following their election.
ARTICLE VIII: GENERAL MEMBERSHIP MEETINGS
- The general membership of the Corporation shall meet at such frequency as the members of the Board of Directors may determine, with no less than three meetings per year and spaced out equally throughout the year.
- Three notices of the general membership meetings will be sent to each member prior to the meeting by the Secretary. The first notice will be sent 2 weeks prior and be in the form of a newsletter and will contain a list of candidates for elections as submitted by the nominating committee, a call for nominations from the membership, and a call for motions or new business from the membership. The second notice will be sent one week prior and be in the form of a set agenda. No changes to the agenda or list of candidates for election may be made after this time. The third notice will be sent one day prior in the form of a reminder.
- A quorum for the meeting shall be 20 members or 20% of the general membership whichever is the lesser amount. The Secretary shall determine the quorum before the meeting begins.
- Order of business at general membership meetings. At all meetings of the general membership, the order of business shall be, as far as applicable and practicable, as follows:
- Report of the President
- Resolutions and actions taken by the Board of Directors
- Installation of newly elected officials
- Treasurer's report
- Committee reports
- Unfinished business
- New business
- At any meeting of the general membership, every member having the right to vote shall be entitled to vote in person or may have voted by mail in the week preceding the general membership meeting. The right to vote shall be determined according to the membership roster as of two weeks prior to the meeting at which the vote is taken. Each individual member shall have one vote. A complete list of the members entitled to vote will be compiled by the membership chair prior to the general membership meeting and shall be open to the examination of any member. All voting will be by ballot and ballots will be tallied by two members present who are not currently serving on the Board of Directors and are not candidates for the current election. Ballots will be kept confidential but any member may request from the Board Member-At-Large to view the ballots in his/her presence.
- Special meetings of the general membership, for any purpose, may be called by the President or Secretary at the request in writing of the majority of twenty five percent of the general membership entitled to vote as of two weeks prior to such request. Such request shall state the purpose or purposes of the proposed meeting. Notices of special meetings shall comply with the notification procedure outlined in item 2 of this article, with the exception that no call for motions of new business are allowed. The notice for any special meeting shall state the specific purpose of the meeting. Business transacted at all special meetings of the general membership shall be confined to the objects stated in or germane to the call.
ARTICLE IX: COMMITTEES
The Board of Directors may appoint such committees as they deem necessary. Standing Committee chairs must be elected by the general membership. Ad-hoc committee chairs are appointed by the Board of Directors. The Board of Directors shall direct all such appointed committees.
- All committees shall be directly responsible to the Board of Directors under supervision of the Vice-President.
- The President can issue a call for a committee meeting to be held and at all committee meetings which he chooses to attend, may head the committee per his role as chair ex-officio of all committees.
- Committee chairs shall provide the secretary with a written report of their committee’s activities/projects at the each Board meeting.
- Committee Chairs may be asked to provide an oral report of the committee’s activities at each general membership meeting.
- All committee meetings must be announced to the general membership at least one week prior to the meeting.
- Standing Committees
- MEMBERSHIP - The membership committee shall:
- maintain an accurate and up-to-date membership status list which will include the member's name, membership type, enrollment date, last payment received, pending renewal date, status (paid, pending, expulsed)
- maintain a book of monthly membership status lists and a book of all application forms received. Each book is to be updated after each Board meeting.
- set up a membership station at all general membership meetings and society events in which candidates may apply and members may pay dues or check their status
- receive all applications for membership and renewals which are collected by the Vice-President (by mail) or from the Editor (online applications).
- each month prior to the meeting of the Board of Directors, prepare validated applications, and a membership status list of only members whose status has changed since the last Board meeting
- turn over all monies or receipts collected to the Treasurer at each Board meeting.
- notify members of pending dues renewal as defined in ARTICLE IV Section 4.
- EVENTS - The Events Committee is in charge of planning and arranging the general membership meetings, special events and the feast day celebration. The Events Committee shall:
- arrange location, date and time and necessary equipment, estimate costs and fees, collect fees in advance
- prepare a program of activities for the event
- arrange the seating, table decoration, manage refreshments and return the room to order
- display the society ceremonial ensemble and provide for flag and standard bearers on occasions that require a procession.
- set up a greeting table to sign in members/guests, issue ballots, and handout printed information.
- OUTREACH - The Outreach committee chair shall:
- plan public outreach programs to make families aware of their Usticese heritage
- plan youth activities to engage them in their Usticese heritage and take advantage of service hour commitments required by many high schools.
- alert media of society events
- communicate with other organizations for opportunities to share events
- promote pilgrimage to Ustica.
- MEDIA - The Media committee chair, also known as the Editor, shall
- determine and maintain website content
- perform genealogical research for obituary project and "Ustica Descendant" specifications
- edit and determine newsletter content
- photograph all events and archive photos to the website
- compile and publish a yearbook documenting the social life of the organization.
- NOMINATING - The Nominating Committee shall:
- be composed of at least three Society members in good standing,
- be chaired by the elected Board Member-at-Large.
- submit the name of the nominee for each elected position to the newsletter editor for publication 3 weeks prior to the general membership meeting in which the election will occur.
- solicit additional nominations, provided the consent of the person nominated has been previously obtained, made by mail up until one week prior to the general membership meeting in which the election will occur.
ARTICLE X: APPOINTED POSITIONS
The following special positions are appointed by the President with the approval of the Board of Directors. All appointed positions have the same responsibilities listed in Article IX, Section 1.
- Parliamentary Advisor: The Parliamentary Advisor shall be the custodian of the Society’s official copy of the most current edition of Robert’s Rules of Order Newly Revised, and shall render interpretation of those rules as required.
- Historian: The Historian shall collect various types of memorabilia of the Society and prepare and maintain a permanent chronicle each year of Society activities and to be displayed at the Feast Day celebration each year.
- Financial Auditor: The Financial Auditor shall review annually all financial records and reports for the previous fiscal year and issue a written report to the Board.
ARTICLE XI: AMENDING THE ARTICLES OF INCORPORATION & THE BYLAWS
- Any member may propose a change in the Articles of Incorporation or the bylaws by submitting a written proposal detailing such change to the Board of Directors. The proposal will be reviewed and put to a vote by the Board of Directors at the next Board meeting. If the Board approves the proposal; the proposal shall be published in the newsletter for the review of the general membership. At the next general membership meeting the proposal shall be discussed and put to a vote. If the Board of Directors declines approval, a written report will be submitted to the general membership.
- An affirmative vote of 3/4 of the members present and voting shall be required to amend the Articles of Incorporation. An affirmative vote of 2/3 of the members present and voting shall be required to amend the Bylaws.
- The Vice-President, who serves as agent for the corporation, shall be responsible for properly filing the new amendment with the Louisiana Secretary of State’s office.
- The amendment to the Articles of Incorporation shall be effective when properly filed with the Louisiana Secretary of State’s office. The amendments to the Bylaws when adopted by the Society shall supersede and replace all pre-existing bylaws and amendments thereof.
ARTICLE XII: PARLIAMENTARY AUTHORITY
The rules contained in the most current edition of Robert’s Rules of Order Newly Revised (unabridged edition) shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order which the Society may adopt, and any statutes applicable to this organization that do not authorize the provisions of these bylaws to take precedence.
09 September 2009||Version 1.0||added reorganization date to header
08 September 2009||Version 1.1||added incorporation date to header
24 October 2009||Version 1.2||corrected reference in Artcile IX Section 2 a vii