Revised AMHS Bylaws Approved at September General Meeting

On September 22, 2024, AMHS members in attendance at the Society’s general meeting approved a comprehensive set of changes to the organization’s bylaws, including one amendment made from the floor that the chairperson of the committee that includes responsibility for membership must be a member of the Executive Committee. This change was approved by the members. The proposed changes were published in the July/August Notiziario, (click here), and further revisions were emailed to each member by the Second Vice President on August 23, 2024.

Below are the new bylaws of the AMHS.

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

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.

ARTICLE II – Membership

Section 1: Eligibility
Membership 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.

Section 2: Classes of Membership
There are five (5) classes of membership: Regular, Associate, Student, Honorary, and Guest. It shall be the responsibility of the Vice President to review membership applications in accordance with the criteria for each class of membership.

a. Regular Member:  a member who resides inside a fifty (50) mile radius from Washington, DC.  He/she may hold office, vote, and participate in all activities sponsored by the Society and has all the privileges of full membership.

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 Regular Member except for holding office and serving as a committee chairperson.  An Associate Member shall be entitled to reduced membership dues, as determined by the Executive Committee.  An Associate Member may apply for Regular membership if he/she moves within a fifty (50) mile radius of Washington, DC.

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 Regular membership.  He/she shall be entitled to reduced membership dues, as 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 Regular membership, except for voting and holding office.  An Honorary Member may apply for Regular membership if he/she resides within a fifty (50) mile radius of Washington, DC, or for Associate membership if he/she resides outside a fifty (50) mile radius of Washington, DC.

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 Regular membership, except for voting, serving as a committee chairperson, and holding office.  A Guest Member may apply for Regular membership if he/she resides within a fifty (50) mile radius of Washington, DC, or for Associate membership if he/she resides outside a fifty (50) mile radius of Washington, DC.

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.  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 Vice President.  If payment of the dues or a letter of explanation has not been received by the 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.  Members who are current in the payment of their dues are in good standing.

ARTICLE IV – Expulsion/Resignation

The Executive Committee, for good cause and upon proper investigation and review, may  expel a member.  Upon receiving a notice of expulsion from the Secretary, the accused member may appeal the decision of the Executive Committee to all members at the next general membership meeting by replying to the Secretary’s notice.  At the next general membership meeting, the Secretary shall present the reasons for the expulsion and the accused member may rebut the reasons therefor.  The members shall then vote to either affirm or reverse the notice of expulsion.  The vote of a majority will be final.  The person shall cease to be a member if a majority of the members vote to affirm the notice of expulsion.  A member resigning from the Executive Committee must give thirty (30) days notice to the President.

ARTICLE V – Officers

The officers shall consist of the President, Vice President, Secretary, and Treasurer.  Besides the officers, the Executive Committee shall comprise the Board of Directors, which includes six (6) elected members.  The Executive Committee also includes two (2) ex-officio members (the President Emeritus and the Immediate Past President).  The term of office, except for the Board of Directors, shall be for a period of two years.  Terms of office for the Board of Directors are described in Article VII, Section 5.  Any officer or director who is absent from three 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 from which the member is absent.

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 one (1) member to recommend a slate of candidates for positions of officers and directors for the ensuing terms of office. The Nominating Committee member(s) must have been in good standing for at least two (2) years.

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

Section 3: Elections
Elections of officers and directors shall take place in the month of November. 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. The elected candidates shall assume office on the following January 1st and be installed at the first general membership meeting of each year.

ARTICLE VII – Duties of Officers & Directors

Section 1: President
The President shall preside over the general membership and Executive Committee meetings. Although the President presides at these meetings, he/she votes only to break ties. The President shall enforce the by-laws 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 chairperson. The President has the privilege to be a non-voting member of any committee. 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.

Section 2: Vice President
The 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 Vice President shall become President for the President’s remaining term of office; in the event the Vice President is unable or unwilling to assume the presidency, the Immediate Past President shall fill the unexpired term.

Section 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 will prepare and send out notices of such meetings. The minutes of the Executive Committee meetings shall be available for inspection at the request of a member. He/she shall coordinate, review, and prepare responses to any general correspondence.

Section 4: Treasurer
The Treasurer shall receive all the incoming funds and deposit the same in the accounts; provide necessary signatures for outgoing disbursements from said accounts; and maintain all financial records. 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 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 legal documents.

Section 5: Board of Directors
a. The Board of Directors shares the responsibility of managing resources, and providing overall guidance and advice by virtue of its seat on the Executive Committee.
b. The Board of Directors shall consist of six (6) members. The Board shall be divided into three (3) groups of two (2) members serving staggered terms. Each group shall be elected for three (3) years. The group serving its last year in office shall retire at the end of the year. Each year a new group of two (2) shall be elected to replace the retiring Directors. No elected Director may serve simultaneously in any officer position.

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. Officers include the President, Vice President, Secretary, and Treasurer. The President shall be the chairperson of the Executive Committee. The President, at his or her discretion, may invite any member to any Executive Committee meeting as a non-voting participant. The Executive Committee shall have the responsibility for the management of resources. It shall plan and schedule activities and coordinate the same with standing committees and other entities, as needed. The Executive Committee shall meet at least quarterly each year. 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.

Section 2: Standing Committees
a. The President of the Society shall appoint the Chairpersons of Standing Committees.
b. The Standing Committees are:

1. Programs & Hospitality;
2. Membership, Scholarship, Fundraising, Budget, & Finance; and
3. Publications, Publicity, Web Site, & Social Media.
   c. The President may establish any committee necessary to conduct activities. The Standing Committee Chairpersons, or his/her representative, shall report their activities at Executive Committee meetings.

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 for activities and programs and the plans for their accomplishment. This Committee also shall, with the cooperation of other Standing Committees, identify subjects of interest suitable for discussions and presentation at general membership meetings.
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 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.

Section 2: Membership, Scholarship, Fundraising, Budget, & Finance Committee
a. The Chairperson of this Committee must be a member of the Executive Committee. It shall be the primary responsibility of the 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 member. The Committee shall make available, periodically, the updated membership roster to members of the Executive Committee; however, the information therein is not to be used for commercial or personal gains and is not to be made available to nonmembers. The Committee shall, with the cooperation of the President and the Executive Committee, develop and implement a plan for the promotion of membership. Each year the Committee shall, in cooperation with the Treasurer, send out payment notices for dues to each member, and delinquency notices, when necessary.
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 members to apply for the 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.
c. It shall be the tertiary responsibility of the Committee to develop and execute a plan to raise funds for the scholarships, the AMHS Grant and Scholarship Fund (AMHS GASF), and other activities considered appropriate by the Executive Committee.
d. It shall also be the responsibility of the Committee to serve as the overseer of all matters pertaining to finances. 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.

Section 3: Publications, Publicity, Web Site, & Social Media Committee
a. It shall be the primary responsibility of the Committee to procure and publish appropriate written and graphic material suitable in the monthly newsletter, the AMHS Notiziario, and to arrange for the distribution of the newsletter to each member. The Committee shall include the Editor of the newsletter.
b. It shall be the secondary responsibility of the Committee to maintain the website and whatever social media content the Executive Committee votes to support. 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 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 to execute these responsibilities.

ARTICLE X – Expenditure of Funds

Section 1: Disbursements
Funds shall be disbursed only upon presentation to the Treasurer of a written invoice from a responsible member, or from a contractor authorized to provide products or services. The Treasurer shall make all disbursements and deposits of 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.

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 must approve any expenditure above five hundred dollars ($500).

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

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.

Section 2: Frequency of General Membership Meetings
The Society shall have general membership meetings. 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 Regular Members.

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

Section 4: Social Events
Social events may be held in conjunction with general membership 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, should a fee be required.

ARTICLE XII – Amendments

These by-laws may be amended by a majority vote of all Regular, Associate, and Student Members voting electronically, provided, however, that a notice of a vote on the proposed amendment to the by-laws is given at least thirty (30) days prior to such a vote.  A request for amendment proposals must be presented to the Executive Committee during any of its meetings or conveyed to the Executive Committee by three (3) Regular, Associate, and/or Student Members.  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 Regular, Associate, and Student Members.  A notice of the final adopted amendments shall be sent to all members.  The Secretary will ensure that the adopted amendments are incorporated into these by-laws.

ARTICLE XIII – Indemnity

Section 1: Good Faith
An officer shall perform his/her duties 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 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.

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 Executive Committee from 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 a lawsuit is filed shall notify the President as soon as possible. The Society shall have no obligation to defend or indemnify any person for intentional or willful misconduct, or gross negligence.

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.

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.

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

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.

ARTICLE XV – Dissolution

In the event of dissolution, the 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.

These By-Laws, as amended and restated, were duly adopted by the Society’s General Members voting during a general membership meeting on September 22, 2024.

Attested to by: ________________________
Christopher J. Rennecker, President

                        ____________________________________
                        Joseph Scafetta Jr., Secretary