Proposed Changes to AMHS Bylaws to be Voted On at September General Meeting

On March 23, 2024, President Chris Renneker, Immediate Past President Ray Laverghetta, and Secretary Joseph “Sonny” Scafetta, Jr. met in Washington, D.C., and developed the proposed bylaw amendments (reprinted below with comments on the proposed changes) which were unanimously approved by the Executive Council during its meeting on May 13, 2024. Therefore, the EC strongly recommends that the general members vote to adopt them at the next meeting on September 22, 2024. As required by the current bylaws, at least 30 days notice is being given before the vote. A quorum of 15% of the general members is necessary for the bylaw amendments to be adopted.

Respectfully submitted,

Joseph Scafetta, Jr.
AMHS Secretary

BY-LAWS OF THE GRANT AND SCHOLARSHIP FUND, INC. OF THE ABRUZZO AND MOLISE HERITAGE SOCIETY OF THE WASHINGTON, DC AREA dba as THE ABRUZZO AND MOLISE HERITAGE SOCIETY OF THE WASHINGTON, DC AREA

NOTE: Deleted language is struck through; added language is italicized.

ARTICLE I – Objectives

The objectives of the Grant and Scholarship Fund, Inc. of the Abruzzo and Molise Heritage Society of the Washington, DC Area dba as The Abruzzo and Molise Heritage Society of the Washington, DC Area (“Society”), are to promote the cultural, social, and educational heritage of the Italian regions of Abruzzo and Molise and of Italy in general. The Society also endeavors to increase the awareness of the contributions in the fields of the arts and sciences made by Italians and Italian Americans, especially those having roots in the regions of Abruzzo and Molise.

Comment: No changes.

ARTICLE II – Membership

Section 1: Eligibility
Membership in the Society shall be open to natives of the two regions, their descendants, anyone who is a friend of the regions, and anyone who is interested in and supports the Society’s stated objectives.

Comment: No changes.

Section 2: Classes of Membership
There are four (4) five (5) classes of membership: General (Couple and Single), Associate, Student, and Honorary, and Guest. It shall be the responsibility of the Second Vice President, serving as Membership Committee Chair under Article VII, Section 3, to review membership applications in accordance with the criteria for each class of membership. All classes of membership must be current in annual dues.

Comment: A fifth class of Guest membership, to be described below, is created for which no dues are payable. Underlined words are added. Stricken out words are deleted.

a. General Member: a member who has joined as a General Member (couple or single).  He/she may hold office, vote, and participate in all activities sponsored by the Society and has all the privileges of full membership of the Society.

Comment: No changes.

b. Associate Member:  a member who resides outside a fifty (50) mile radius from Washington, DC.  An Associate Member has all the privileges of a General Member except for holding office and holding committee chairmanships.  An Associate Member shall be entitled to reduced membership dues, as determined by the Executive Committee.  An Associate member may apply for General membership.

Comment: Change makes it clear that reduced dues for Associate Members are determined by the Executive Committee.

c. Student Member:  a member who is enrolled as a full-time student in a school or institution of higher education.  A Student Member has all the privileges of General membership, except for holding office.  He/she shall be entitled to reduced membership dues, as determined by the Executive Committee.

Comment: First change allows Student Members to hold office. Second change makes it clear that reduced dues for Student Members are determined by the Executive Committee.

d. Honorary Member:  a person who has made an outstanding contribution to promote the objectives of the Society.  This designation shall be conferred by majority vote of the Executive Committee.  An Honorary Member is not subject to membership dues, but shall be granted all privileges of General membership, except for voting and holding office.  An Honorary Member may apply for General membership.

Comment: No changes.

e. Guest Member: a person who has made an outstanding contribution to promote the objectives of the Society.  This designation shall be conferred by majority vote of the Executive Committee.  A Guest Member shall be entitled to one year of free membership dues.  A Guest Member has all the privileges of General membership, except for voting and holding office.  A Guest Member may apply for General membership.

Comment: This subsection adds a new category of membership.

ARTICLE III – Dues

The Executive Committee shall have the authority to change the annual dues.  The annual membership period is for one calendar year from when a member joins the Society.  Annual dues must be paid no later than thirty (30) days after receipt of an invoice for current dues.  Any member whose dues are unpaid thirty (30) days after the expiration date shall receive a delinquency notice from the Membership Committee Vice President.  If payment of the dues or a letter of explanation has not been received by the Membership Committee Vice President within thirty (30) days of the mailing of the delinquency notice, the membership of the delinquent member shall be terminated effective on the date of notification.

Comment: Responsibility for dues is shifted from the Membership Committee to the Vice President.

ARTICLE IV – Expulsion/Resignation/Expulsion

The Executive Committee, for good cause and upon proper investigation and review, may request expel a member to resign.  Any annual dues paid shall be prorated and refunded.  The person shall then cease to be a member.  A member resigning from the Executive Committee must  give thirty (30) days notice to the President.

Comment: The Executive Committee may now expel a member, instead of being limited to merely asking for the resignation of the member who may refuse to resign. Also, whenever a member resigns from the Executive Committee, he/she must give 30 days notice to the President. Under the current Article, nothing was stated about resignations.

ARTICLE V – Officers

The officers of the Society shall consist of the President, First Vice President, Second Vice President, Secretary, and Treasurer.  Besides the officers, the Executive Committee shall comprise and the Board of Directors, which includes nine (9) six (6) elected board members, plus two (2) ex-officio members (the President Emeritus and the Immediate Past President).  The term of office, except for the Board members of Directors, shall be for a period of two years.  Officers, except for Board members, may hold the same office for no more than two consecutive terms.  Terms of office for the Board members of Directors are described in Article VII, Section 6 5.  Any officer of the Society who is absent from three or more consecutive Executive Committee meetings, without just cause, will be considered inactive in his/her post, and may be asked to resign his/her position.  Whether an absence is without just cause will be determined by a majority vote of the Executive Committee members present at the meeting.

Comment: The positions of the Second Vice President and three Directors are abolished, to be effective September 22, 2024. Also, the limit of two consecutive terms for officers is abolished and the determination of an absence without just cause is decided by a majority vote of the Executive Committee present.

ARTICLE VI – Election of Officers & Directors

Section 1: Nominating Committee
In June of each election year, the President shall appoint a Nominating Committee of at least three (3) members to recommend a slate of candidates for positions of officers and directors for the ensuing terms of office. The Nominating Committee shall consist of Society members who have been in good standing for at least two (2) years.

Comment: The addition of “and directors” makes it clear that the directors are not officers. Also, the requirement that the Nominating Committee must have at least three members is eliminated.

Section 2: Notice of Elections
Notice of elections shall be given, in writing, electronically to all members in good standing, together with the slate of candidates recommended by the Nominating Committee, at the beginning of November but no later than two (2) weeks thirty (30) days before elections the final date for submitting votes. All candidates must agree to serve.

Comment: Notice of elections is changed from “in writing” to “electronically” and must be given “at the beginning of November” All members, not just those in good standing, are to be notified. Notice is extended from two weeks to “thirty (30) days before the final date for submitting votes.”

Section 3: Elections
Elections of officers and directors shall take place during the general membership meeting of the Society in the month of November. Additional nominations for office may be made in writing to the Nominating Committee, prior to the meeting, or from the floor during the meeting, after which the nominations will be closed and elections will be conducted by secret ballot. Members must submit their votes electronically to the Nominating Committee within thirty (30) days after receiving the notice of elections. Members may vote for other members not proposed by the Nominating Committee, contingent upon the consent of the other members. The Nominating Committee shall be responsible for counting the votes. The candidate for each office receiving the most votes shall be declared elected to that office for the ensuing term. However, if there are no additional candidates announced during the general membership meeting, the prospective candidates may be voted in by acclamation. The elected candidates shall assume office on the following January 1st and be installed at the January first general membership meeting of each year.

Comment: The requirement that elections take place during the general membership meeting in November is eliminated. Instead, elections will be held electronically during November. Members must submit their votes within thirty (30) days after receiving notice of the elections. Members may vote for other members not proposed by the Nominating Committee, as long as the other members consent. Responsibility for counting the votes is given to the Nominating Committee. The elected candidates will be installed at the first general membership meeting of each year, instead of specifically in January, in case the first meeting takes place later than January.

ARTICLE VII – Duties of Officers & Directors

Section 1: President
The President shall preside over the general membership and Executive Committee meetings of the Society. Although the President presides at these meetings, he/she votes only to break ties. The President shall enforce the by-laws of the Society and ensure that the Society is pursuing appropriate programs and activities consistent with its objectives. The President shall establish any committee he/she deems appropriate, and appoint its chairman, chairperson. except for the chairmen of the Programs and Membership Committees which will be chaired, respectively, by the First and Second Vice Presidents. The President has the privilege to be a non-voting member of any committee of the Society. The President will be the principal delegate to any committee or organization with which the Society is affiliated, or he/she may appoint a representative in his/her place. In the event an elected office becomes vacant, the President may appoint a qualified member as a replacement to serve the remaining term of that office.

Comment: The second sentence makes it clear that, as the presiding officer, the President votes only to break ties. The deletion allows the President to appoint the chairpersons of the Programs and Membership Committees.

Section 2: First Vice President
The First Vice President shall perform such duties as the President shall direct. He/she will become Acting President in the absence of the President for any reason. In case of the resignation or death of the President, the First Vice President shall become President for the President’s remaining term of office; in the event the First Vice President is unable or unwilling to assume the presidency, the Immediate Past Second Vice President shall fill the unexpired term. The First Vice President shall also assume the role of Programs Committee chairman, responsible for implementing the functions of the Programs Committee as described in Article IX, Section 1 of these by-laws.
Comment: The First Vice President will become the sole Vice President. If the Vice President is unable or unwilling to assume the presidency, the Immediate Past President returns to the presidency. The deletion allows the President to appoint the chairperson of the Programs Committee.

Section 3: Second Vice President
The Second Vice President shall perform such duties as the President may direct. He/she shall exercise the powers of the President in the absence of the President and First Vice President. The Second Vice President shall also assume the role of Membership Committee chairman, responsible for implementing the functions of the Membership Committee as described in Article IX, Section 2 of these by-laws.

Comment: The position of the Second Vice President is abolished. Also, this deletion allows the President to appoint the chairperson of the Membership Committee.

Section Four 3: Secretary
The Secretary shall record the minutes of any official action taken at general membership meetings, Executive Committee meetings, and other meetings as directed by the President. He/she, in cooperation with the Publications & Publicity Committee, will prepare and send out notices of such meetings. The minutes of the Executive Committee meetings shall be available for inspection by the general membership at the request of a member. He/she shall coordinate, review, and prepare responses to any general correspondence of the Society. The Secretary shall also maintain the Society’s legal documents.

Comment: The Secretary will become solely responsible for preparing and sending out notices of meetings without the need to coordinate with any committee. Also, the Secretary will no longer be required to maintain the Society’s legal documents which are only the current signed by-laws.

Section 5 4: Treasurer
The Treasurer shall receive all the Society’s incoming funds and deposit the same in the Society’s accounts; provide necessary signatures for outgoing disbursements from said accounts; and maintain all financial records of the Society. The Treasurer shall report at Executive Committee meetings on the expenses incurred and the revenues received during the preceding reporting period. At the end of each fiscal year, the Treasurer shall present the financial records to the Budget and Finance Executive Committee for review and/or audit. The Treasurer shall also prepare and submit any forms or documents required by the Internal Revenue Service, or for any other official fiscal purposes. The Treasurer shall also maintain the Society’s legal documents.

Comment: At the end of each fiscal year, the Treasurer shall present the financial records to the Executive Committee, instead of just to the Budget & Finance Committee. Also, the Treasurer will now maintain the Society’s legal documents which are only the current signed by-laws.

Section 6 5: Board of Directors
a. The Board of Directors shares the responsibility of managing the Society and its resources, and providing overall guidance and advice by virtue of its seat on the Executive Committee.
Comment: No changes.

b. The Board of Directors shall consist of nine (9) six (6) members who have been are in good standing for at least two years.  The Board shall be divided into three (3) groups of three two (2) members serving staggered terms.  Each group shall be elected for three (3) years and thereafter have three, two and one remaining years of office.  The group serving its last year in office shall retire at the end of the year.  Each year a new group of three two (2) shall be elected for a three-year term to replace the retiring Directors.  No elected Board member Director may serve consecutive terms or serve simultaneously in any other officer position of the Society.

Comment: The number of members on the Board of Directors is reduced from nine to six because of the difficulty of recruiting three new ones every year. Also, the requirement that a member must be in good standing for at least two years is eliminated so that persons who are members for less than two years may be elected to serve on the Board. Furthermore, the prohibition against Directors serving consecutive terms is removed.

c. In addition to the afore-mentioned nine (9) elected Directors, the President Emeritus and the Immediate Past President serve as additional members of the Board.

Comment: This subsection is deleted to remove the President Emeritus and the Immediate Past President as Directors. However, they remain members of the Executive Committee.

ARTICLE VIII – Committees

Section 1: Executive Committee
The Executive Committee shall consist of the officers, the Board of Directors, the President Emeritus, and the Immediate Past President of the Society. Officers include the President, First and Second Vice President, Secretary, and Treasurer, and the Board of Directors. The President shall be the chairman chairperson of the Executive Committee. The President, at his or her discretion, may invite any member of the Society to any Executive Committee meeting as a non-voting participant. The Executive Committee shall have the responsibility of management of the Society and its resources. It shall plan and schedule Society activities and coordinate the same with standing committees and other entities of the Society, as needed. The Executive Committee shall meet at least six (6) times a quarterly each year. Seven (7) voting members A majority of the Executive Committee shall constitute a quorum for the transaction of business. The minutes of all meetings of the Executive Committee shall be taken by the Secretary and made available at the following Executive Committee meeting.

Comment: The added language in lines 1 and 2 makes it clear that the Executive Committee includes, in addition to the officers, the Board of Directors, the President Emeritus, and the Immediate Past President. The deletions made in lines 2 and 3 make it clear that there will be just four officers: President, Vice President, Secretary, and Treasurer. The first change in line 9 reduces the number of required yearly Executive Committee meetings from six to four. The second change in line 9 revises the number of Executive Committee members needed for a quorum from seven (7) to a majority.

Section 2: Standing Committees
a. The President of the Society shall appoint the Chairmen Chairpersons of Standing Committees, except for the chairmen of the programs and Membership committees which are chaired by the First and Second Vice-President, respectively.

Comment: The deleted language leaves it clear that the President appoints the Chairpersons of all Standing Committees.

b. The Standing Committees are:

1. Programs & Hospitality
2. Membership, Scholarship, Fundraising, Budget, & Finance
3. Budget & Finance
4. Hospitality
5. Scholarship
6. Fundraising
7. 3. Publications, & Publicity, Web Site, & Social Media
8. Web Site & Social Media

Comment: The current eight (8) Standing Committees are combined into just three (3) Standing Committees performing the same functions.

c. The President may also establish any other committee deemed necessary to conduct the activities of the Society.  The Standing Committee chairman Chairpersons, or his/her representative, shall report its their activities at Executive Committee meetings.

Comment: The deletions and additions are grammatical edits.

ARTICLE IX – Function of Committees

Section 1: Programs & Hospitality Committee
a. It shall be the responsibility of the Programs & Hospitality Committee to prepare and present to the Executive Committee proposals of Society activities and programs and the plans for their accomplishment. This Committee also shall, with the cooperation of other Standing Committees, identify subjects of interest to the Society suitable for discussions and presentation at general membership meetings. The first Vice President shall be the chairman of the Programs Committee.

Comment: The deletion removes the First Vice President as the Chairperson of this Committee.

b. It shall also be the responsibility of the Programs & Hospitality Committee to provide refreshments and food at each general membership meeting.  It shall have the authority to spend Society funds for needed refreshments, food, materials, and supplies within the budget limit specified by the Executive Committee.  The Programs & Hospitality Committee shall also assist in welcoming new members to the Society.

Comment: New subsection b adds the hospitality functions to this combined Programs & Hospitality Committee.

Section 2: Membership, Scholarship, Fundraising, Budget, & Finance Committee
a. It shall be the primary responsibility of the Membership Committee to receive membership applications within the guidelines set forth in Article II. The Committee shall maintain a current membership database to include all pertinent information on each Society member. The Committee shall make available, periodically, the Society’s updated membership roster to members of the Executive Committee and to any Society member in good standing requesting same, however, the information therein is not to be used for commercial or personal gains and is not to be made available for nonmembers. The Committee shall, with the cooperation of the President and the Executive Committee, develop and implement a plan for the promotion of membership in the Society. Each year the Committee shall, in cooperation with the Treasurer, send out payment notices for dues to each member, and delinquency notices, when necessary. The Second Vice-President shall be the chairman of the Membership Committee.

Comment: Because of privacy concerns, the membership roster will no longer be made available to any member in good standing. Also, the Second Vice President is removed as the Chairperson of this Committee.

b. It shall be the secondary responsibility of the Committee to:
1) monitor monies contributed to the Scholarship Fund;
2)  ensure the broad dissemination of information about the scholarship program among colleges and universities;
3) take measures to encourage eligible dependents of Society members to apply for the Society’s scholarships; and
4) ensure that scholarship recipients adhere to the conditions associated with the scholarship award.
The Committee shall suggest to the Executive Committee, based on the availability of funds, the number of scholarships to be awarded annually.

Comment: The addition of this subsection b adds the function of the Scholarship Committee to this new combined committee.

c. It shall be the tertiary responsibility of the Committee to develop and execute a plan to raise funds for the Society’s scholarships, the AMHS Grant and Scholarship Fund (AMHS GASF), and other activities of the Society considered appropriate by the Executive Committee.

Comment: The addition of this subsection c adds the function of the Fundraising Committee to this new combined committee.

d. It shall also be the responsibility of the Committee to serve as the overseer of all matters pertaining to the finances of the Society.  The Committee will draft the annual budget at the beginning of each operating year and will submit it to the Executive Committee for review and approval.  The Committee will conduct periodic reviews of the Society’s financial status during each operating year when necessary, but at mid-year as a minimum, and report its findings to the Executive Committee.  The Committee will draft policy for the management of the AMHS Grant and Scholarship Fund (AMHS GASF) and submit such policy to the Executive Committee for its review and approval.  The Committee will perform the end-of-calendar year review and/or audit of the Treasurer’s financial records required by Article VII, Section 5, of the by-laws and report its findings to the Executive Committee.

Comment: The addition of this subsection d adds the function of the Budget & Finance Committee to this new combined committee.

Section 3: Budget & Finance Committee
It shall be the responsibility of the Budget & Finance Committee to serve as the overseer of all matters pertaining to the finances of the Society. The committee will draft the annual budget at the beginning of each operating year and submit it to the Executive Committee for review and approval. The committee will conduct periodic reviews of the Society’s financial status during each operating year when deemed necessary, but at mid-year as a minimum, and report its findings to the Executive Committee. The committee will draft policy for the management of the AMHS Grant and Scholarship Fund (AMHSGASF) and submit to the Executive Committee for its review and approval. The committee will perform the end-of-calendar year review and/or audit of the Treasurer’s financial records required by Article VII, Section 6 of the by-laws and report its findings to the Executive Committee.

Comment: This section is being deleted and the described functions have been added above to the duties of the combined Membership, Scholarship, Fundraising, Budget, & Finance Committee.

Section 4: Hospitality Committee
It shall be the responsibility of the Hospitality Committee to provide refreshments at each general membership meeting. It shall have the authority to spend Society funds for needed refreshments, materials, and supplies within the budget limit specified by the Executive Committee. The Hospitality Committee shall also assist the Membership Committee in welcoming new members to the Society.

Comment: This section is being deleted and the described functions have been added above to the duties of the combined Programs & Hospitality Committee.

Section 5: Scholarship Committee
It shall be the responsibility of the Scholarship Committee to: 1) monitor, in cooperation with the Fundraising Committee, monies contributed to the Scholarship Fund; 2) periodically review the Society’s partnership with other organizations in awarding the scholarships, and to advise the Executive Committee whether or not such partnership should be continued; 3) ensure the broad dissemination of information about the Scholarship program among colleges and universities; 4) take measures to encourage eligible dependents of Society members to apply for the Society’s scholarships; and 5) ensure that scholarship recipients adhere to the conditions associated with the scholarship award.
The Scholarship Committee shall suggest to the Executive Committee, based on the availability of funds, the number of scholarships to be awarded annually.

Comment: This section is being deleted and the described functions have been added above to the duties of the combined Membership, Scholarship, Fundraising, Budget, & Finance Committee.

Section 6: Fundraising Committee
It shall be the responsibility of the Fundraising Committee to develop and execute a plan to raise funds for the Society’s scholarships, the AMHS Grant and Scholarship Fund (AMHS GASF), and other activities of the Society deemed appropriate by the Executive Committee and the membership.

Comment: This section is being deleted and the described functions have been added above to the duties of the combined Membership, Scholarship, Fundraising, Budget, & Finance Committee.

Section 7 3: Publications, & Publicity, Web Site, & Social Media Committee
a. It shall be the primary responsibility of the Publications & Publicity Committee to procure appropriate written and graphic material suitable in the Society’s bi-monthly newsletter, the AMHS Notiziario, and to arrange for the printing and distribution of the newsletter to each member. The Committee shall include the Editor of the Society’s newsletter.

Comment: The number of this section is changed from 7 to 3. Also, the title of this newly numbered section is changed to include the title of the eighth section below. Further, subsection a in line 1 is changed to indicate that the primary responsibility of the new combined Committee is the publication of the newsletter which will be disseminated monthly instead of bi-monthly. In line 3, the requirement that the newsletter be printed is removed. However, the newsletter must still be distributed, implicitly by any other means, for example by email, to each member.

Section 8: Website & Social Media Committee
b. It shall be the responsibility of the Website and Social Media Committee to maintain the Society’s website and social media content, including, but not limited to, the AMHS Facebook page. The Committee shall be responsible for assuring the information presented on the website and social media posts accurately represent the mission, objectives, policies, and activities of the Society and that this content is updated regularly so that all information presented thereon is current. The Committee shall coordinate and cooperate closely with the officers of the Society in order to execute these responsibilities.

Comment: The number for section 8 is changed to subsection 3b. Also, the deletion made in lines 2 and 3 indicate that maintenance of a Facebook page is no longer required.

ARTICLE X – Expenditure of Funds

Section 1: Disbursements
Society funds shall be disbursed only upon presentation, to the Treasurer, of a written invoice from a responsible Society member, or from a contractor authorized to provide products or services to the Society. The Treasurer shall make all disbursements and deposits of Society funds and shall keep proper records of all transactions. Upon the absence or disability of the Treasurer, the President is authorized to act in place of the Treasurer.

Comment: The title of this section is changed from Disbursement to Disbursements.

Section 2: Discretionary Authority
The President may approve any single expenditure of funds up to and including five hundred dollars ($500) without the approval of the Executive Committee. The Executive Committee may approve any expenditure upwards of above five hundred dollars ($500), with the approval of the Budget & Finance Committee and the approval of the Executive Committee.

Comment: The President may approve an expenditure of $500, and the Executive Committee may approve any expenditure above $500 without the approval of any other committee.

Section 3: Audit and Fiscal Year
The fiscal year of the Society shall be the calendar year. The financial records of the Society shall be presented, by the Treasurer, to the Budget & Finance Executive Committee for review and/or audit at the end of each fiscal year.

Comment: The presentation of the financial records shall be presented by the Treasurer for audit by the Executive Committee instead of to the Budget & Finance Committee.

ARTICLE XI – Meetings

Section 1: Rules of Order
The Society shall endeavor to conduct all meetings in accordance with the latest edition of Robert’s Rules of Order.

Comment: No changes.

Section 2: Frequency of General Membership Meetings
The Society shall have no more than six (6) general membership meetings per year. The Executive Committee shall determine the date for each meeting. Special meetings may be called by the President or by written request of ten percent (10%) of the membership of the Society. General membership meetings may be open to non-members.

Comment: The limitation on the number of yearly general membership meetings is eliminated. Also, the last sentence is removed because it is considered unnecessary to state that nonmembers may attend meetings.

Section 3: Quorum at General Membership Meetings
A quorum at any general membership meeting shall consist of fifteen ten percent (15 10%) of the General membership Members.

Comment: The quorum is reduced from 15% to 10% of the General Members.

Section 4: Social Events
Social events of the Society may be held in conjunction with general meetings or held separately and may be open to nonmembers. Nonmembers may, at the discretion of the Executive Committee, be charged a higher fee than members of the Society, should a fee be required. The Executive Committee shall determine whether an event will be open to nonmember participation.

Comment: The last sentence is removed because it is considered unnecessary to state who determines whether a social event is open to nonmembers.

ARTICLE XII – Amendments

These by-laws may be amended by a majority vote of a quorum of General Members in attendance at a general membership meeting all members of the Society voting electronically, provided, however, that a notice of a vote on the proposed amendment to the by-laws is given in writing at least thirty (30) days prior to such a vote.  A request for amendment proposals may must be presented to the Executive Committee during the course of any of its meetings or conveyed to the Executive Committee in writing and signed by three (3) General Members in good standing.  The Executive Committee, after careful review of the proposed amendment and after its approval by majority vote, shall recommend the same for adoption by all members the general membership.  A notice of the final adopted amendments shall be sent to the members for their records.  The Secretary will insure ensure that the adopted amendments are incorporated into these by-laws.

Comment: In lines 1 and 2, by-law amendments will no longer be approved by a quorum in attendance at a general membership meeting. Instead, all members will vote on the amendments electronically. In lines 3 and 4, a notice of a vote on proposed amendments no longer must be made in writing, thus implying that the notice may be given by other means, for example, by email. In lines 4-6, a request for amendment proposals must be presented to the Executive Committee, but does not need to be in writing and signed. The request may be made by other means, for example, by an email from three General Members in good standing. General Members do not include Associate, Student, Honorary, and Guest Members. In lines 7 and 8, a proposed amendment approved by the Executive Committee shall be recommended for adoption by all members. In line 9, the phrase “for their records” is deleted as unnecessary.

ARTICLE XIII – Indemnity

Section 1: Good Faith
An officer of the Society shall perform his/her duties as an officer in good faith and in a manner that he/she reasonably believes to be in the best interests of the Society. To the fullest extent that the laws of Washington, DC, as now in effect or hereafter amended, permit elimination or limitation of the liability of officers, no officer of the Society shall be personally liable for monetary damages as such for any action taken or failure to take any action as an officer acting in good faith.

Comment: The first paragraph of Article XIII is enumerated as Section 1 and is entitled “Good Faith”. In line 1, the phrase “as an officer” is deleted as unnecessary. The phrase “acting in good faith” is added at the end of this paragraph to make it clear that only officers “acting in good faith” shall be exonerated from personal liability.

Section 2: Inapplicability
The provisions of this section shall not apply to the responsibility or liability of an officer or of any other person who has acted at the request of the officer, pursuant to any criminal statute. The Society shall defend, indemnify, and hold harmless any past or present officer and any other person who has acted in good faith or is acting on behalf and at the request of the Society’s officers Executive Committee from any and all claims and/or lawsuits arising out of the performance of the duties of such officer and such other person. The person against whom a claim is made or lawsuit filed shall notify the President of the Society in writing of the claim or lawsuit as soon as possible. The Society shall have no obligation to defend or indemnify any person for intentional or willful misconduct, or gross negligence.

Comment: The second paragraph of Article XIII is enumerated as Section 2 and is entitled “Inapplicability”. The first sentence is expanded to include any other person who has acted at the request of an officer. The phrase “in good faith” is added in line 4 to limit assistance only to any officer and any other person acting in such a manner. The phrase “Society’s officers” is replaced by “Executive Committee” to make it clear that assistance will be rendered only to a person acting on behalf and at the request of the Executive Committee, not just the officers. The phrase “in writing of the claim or lawsuit” is deleted so that the person may notify the President by any means.

ARTICLE XIV – Articles of Incorporation

The Abruzzo and Molise Heritage Society of the Washington, DC Area, was incorporated in March 2001 under the provisions of the District of Columbia Non-Profit Corporation Act (D.C. Code, 1983 Edition, Title 29, Chapter 5) as a non-profit cultural, educational, and charitable organization. The Grant and Scholarship Fund, Inc., of the Abruzzo and Molise Heritage Society of the Washington, DC Area, was incorporated in March 2003 under these same provisions.

Comment: No changes.

In June 2004, the Internal Revenue Service recognized the Grant and Scholarship Fund, Inc., of the Abruzzo and Molise Heritage Society of the Washington, DC Area, as a nonprofit organization under Section 501(c)(3) of the Internal Revenue Code, and as a public charity under Sections 509(a)(1) and 170(b)(1)(A)(vi) of the Internal Revenue Code.

Comment: No changes.

In 2014, the Abruzzo and Molise Heritage Society of the Washington, DC Area, donated all of its assets to the Grant and Scholarship Fund, Inc., of the Abruzzo and Molise Heritage Society of the Washington, DC Area, and ceased operations.

Comment: No changes.

In April 2014, the District of Columbia Department of Consumer and Regulatory Affairs, Corporations Division, bestowed a Certificate of Trade Name Registration to the Grant and Scholarship Fund, Inc., of the Abruzzo and Molise Heritage Society of the Washington, DC Area, for the Trade Name: The Abruzzo and Molise Heritage Society of the Washington, DC Area.

Comment: No changes.

ARTICLE XV – Dissolution

In the event of dissolution of the Society, the Board of Directors Executive Committee shall, after paying and making provisions for the payment of all liabilities, distribute all the assets of the corporation to an organization, dedicated to charitable and/or educational purposes, that promotes the Italian language and culture, and which has been recognized as a 501(c)(3) organization by the Internal Revenue Service.

Comment: Responsibility for distributing the assets of the corporation is changed from the Board of Directors to the Executive Committee.