BY LAWS

ARTICLE VI                             MEETING OF MEMBERS

Section One                                                                                                         Annual Meeting....................................... 7

Section Two                                                                                               Monthly Meetings....................................   7

Section Three                                                                                             Special Meetings...................................... 8

Section Four                                                                                               Notices of Special Meetings.....................         8

Section Five                                                                                                         Quorum for Special Meetings..................          8

Section Six                                                                                                           Election Procedure...................................  8

Section Seven                                                                                             Parliamentary Procedures..........................         8

ARTICLE VII                            BOARD OF DIRECTORS

Section One                                                                                                          Number....................................................... 8

Section Two                                                                                                Power....................................................      8

Section Three                                                                                             Tenure, Qualifications, Duties, and Election of Directors......................................................         9

Section Four                                                                                               Regular Meeting..........................................        9

Section Five                                                                                                         Special Meeting...........................................       9

Section Six                                                                                                           Notice of Special Meeting...........................    9

Section Seven                                                                                             Quorum...................................................... 9

Section Eight                                                                                              Vacancies....................................................         10

Section Nine                                                                                               Absence and Default....................................      10

Section Ten                                                                                                          Compensation..............................................        10

Section Eleven                                                                                            Indemnification of Directors, Officers, Honorary Board Members..................................... 10

Section Twelve                                                                                           Removal of Directors, Officers, Members.... 10

Section Thirteen                                                                                         Parliamentary Procedures.............................      11

Section Fourteen                                                                                        Honorary Members of the Board.................. 11

ARTICLE VIII                           OFFICERS

Section One                                                                                                          Officers....................................................    11

Section Two                                                                                               Term, Qualification, and Election of Officers          11

Section Three                                                                                             Vacancies..................................................  11

Section Four                                                                                               President...................................................  12

Section Five                                                                                                         Vice President...........................................     12

Section Six                                                                                                           Treasurer...................................................  13

Section Seven                                                                                             Secretary.................................................... 13

Section Eight                                                                                              Comptroller................................................ 14

ARTICLE IX                             COMMITTEES

Section One                                                                                                          Nominating Committee................................    14

Section Two                                                                                               Budget Committee........................................      15

Section Three                                                                                             Building Committee.....................................         15

Section Four                                                                                               Grievance Committee..................................  15

Section Five                                                                                                         Social Event Committee...............................     16

Section Six                                                                                                           Sports Committee........................................      16

Section Seven                         Charitable Events Committee..........................16

Section Eight                                                                                              Rental Committee........................................      16

Section Nine                                                                                               Kitchen Committee......................................        17

Section Ten                                                                                                          Procedures ...................................................  17

ARTICLE X                              MISCELLANEOUS

Section One                                                                                                         Club Logo...............................................        17

Section Two                                                                                               Book and Records....................................... 17

Section Three                                                                                             Fiscal Year...................................................     18

Section Four                                                                                               Facility Keys................................................       18

Section Five                                                                                                         IASC Bank Accounts .................................          18

ARTICLE XI                             AMENDMENTS

Section One                                                                                                         By-Laws Amendments.................................         18

BY-LAWS

ITALIAN AMERICAN SPORT COUNCIL

OF ROCHESTER, LTD.

A NOT-FOR-PROFIT CORPORATION

These revised By-Laws replace the original By-Laws of the Italian American Sport Club (incorporated in the State of New York, April 8, 1957) as amended and the Italian American Sport Council of Rochester LTD (incorporated in the State of New York, January 18, 2005) as amended.

These By-Laws are effective as of January 1, 2009.

ARTICLE I                      NAME

Section One                   The name of the organization shall be the Italian American Sport Council of Rochester, LTD, abbreviated, IASC.  The Italian American Sport Club name can be used synonymously with the Italian American Sport Council name.  The IASC is a Not-For-Profit Tax Exempt Corporation and organized under the Not-For-Profit Corporation Law of New York.

ARTICLE II           PURPOSE

Section One                   The purpose of the organization is:

1.                          To promote the general welfare of our community by participation in the civic, sport, and social life of our community, and by promoting Italian traditions and culture consistent with American institutions or laws, and to bind ourselves in closer solidarity.

2.                          For the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

3.                          To organize charitable, religious, and educational events, including, for such purposes, the making of distributions to organizations that qualify as exempt organization under Section 501(c)(3) of the Internal Revenue Code; or the corresponding section of any future federal tax code.

4.                          To foster national and international amateur sports competition, and primarily to conduct national and international competition in sports and to support and develop amateur athletes for such competitions.

ARTICLE III          LOCATION

Section One                   The principal office of the corporation in the State of New York is located at 1250 Buffalo Road in the Town of Gates, County of Monroe.

ARTICLE IV          MEMBERS

Section One                   Qualification for Membership.  Membership shall be open to every person no less than eighteen years of age who qualifies under the standards for membership established from time to time by the Board of Directors and who desires to participate in and/or supporting the aims, purposes and objectives of the IASC as set forth in Article II thereof.

Section Two         Membership Application.   Interested candidates shall submit an application for membership to the Board of Directors.  Candidates shall be approved by an affirmative vote of 2/3 of the directors present at the meeting.

Section Three       Total Membership.  The total number of members shall be set on a periodic basis by the Board of Directors.

Section Four        Rules and Regulations.  The Board of Directors may from time to time, adopt rules and regulations concerning:

a.       The admission of members, initiation fees,  and yearly dues;

b.       Penalties for non-payment of dues and for the violation of

any of the rules and regulations of the IASC;

c.       The suspension or termination for cause of the right and privileges of any member;

d.       All other matters related directly and indirectly to IASC membership.

Section Five                   New Members.   Candidates for new membership to the organization shall be recommended by any member of the organization.  Candidates shall be approved by the Board of Directors.

Section Six                    Voting Rights.   Each member in good standing shall be entitled to one vote on each matter submitted to a vote of the General Membership.  To be eligible to vote a member must have all fees and dues paid in full.  Said members will be designated as “member in good standing.”  No member of the IASC shall be entitled to vote by proxy at any meeting, including election night meeting.

Section Seven      Suspension of Membership.  Prior to the suspension of any member, an investigation must be conducted by the Grievance Committee, and a recommendation made to the Board of Directors by such committee.  The Board of Directors by an affirmative vote of 2/3 directors present at the meeting may then suspend members for cause.   Any suspended member will have no rights to participate in any membership activity and such suspension shall not terminate any payment for dues obligation.

Section Eight       Termination of Membership.  Prior to the termination of any member, an investigation must be conducted by the Grievance Committee, and a recommendation made to the Board of Directors by such committee.  The Board of Directors by an affirmative vote of 2/3 directors present at the meeting may then terminate members for cause.

Section Nine         Reinstatement.   On written request signed by the former member who has resigned or had been terminated, the Board of Director by the affirmative vote of 2/3 of the members present at the meeting, may reinstate such former member to membership on such terms as the Board of Directors may deem appropriate.

Section Ten                   Death of a Member.   Upon death of a member, the surviving spouse may continue as an active member and shall be entitled the waiver of payment of dues for the remaining eligible time.  A letter shall be sent to the surviving spouse by the IASC with information contained in this section.

ARTICLE V           MEMBERSHIP FEES, DUES, AND ASSESSMENTS

Section One                   Initiation Fees.   The initiation fee of the organization shall be determined by the Board of Directors.

Section Two         Annual Dues.   The yearly dues of the organization shall be determined by the Board of Directors.  Members of sixty five (65) years of age or older shall pay $10 less.  The yearly dues for members initiated prior to year 2006 shall be paid by the end of January of each year.  For individuals that became members in 2006 and beyond the due date is to coincide with the anniversary of the individual’s membership.

Section Three       Assessments.   In order to meet the obligations of the IASC, the Board of Directors may levy membership assessments and fees for specific purposes and activities.

Section Four        Default.   A member is in default when the member has not paid his/her membership dues or other financial obligations by the due date, or no later than thirty (30) days thereafter.  If a default has not been resolved within thirty (30) days, the membership of said member shall be considered to be a “resignation.”

ARTICLE VI          MEETING OF MEMBERS

Section One                   Annual Meeting.  An annual meeting of all members shall be held the first Friday of the month of February, at the hour of 7:00 P.M., for the purpose of electing the directors of the Board of Directors and Officers of the corporation.

Section Two         Monthly Meetings.   A monthly meeting of all members shall be held the first Friday of the month at 7:00 P.M.

Section Three       Special Meetings.  A special meeting of the members may be called  by the President and any two (2) directors, or a majority of the  Board of Directors, or not less than one tenth (1/10) of the members having voting rights.  No business other than that specified in the Notice of Special Meeting shall be transacted at any Special Meeting.

Section Four        Notices of Special Meetings.  Written notice of a Special Meeting, stating the place, day, time, and purpose of such meeting, not less than five (5) days prior to such meeting.  The notice will also specify individuals and title, if any, who are calling the meeting.

Section Five                   Quorum.   For special meetings a quorum shall consist of ten percent (10%) of the voting membership.  A quorum shall be determined by the number present at the beginning of the meeting.  Departure of members after the opening of the roll call shall not alter the quorum.

Section Six                    Election Procedure.   The nominating Committee shall run the election procedure.  The Nominating Committee shall distribute ballots and collect and count the votes and shall report the results to the membership present.  If the right of a person to vote at such meeting is challenged, the Nominating Committee shall determine whether such member is duly qualified to vote.

Section Seven      Parliamentary Procedures.   Parliamentary procedures shall be in accordance with Roberts Rules of Order or with rules adapted for the occasion by the Board of Directors.

ARTICLE VII         BOARD OF DIRECTORS

Section One                   Number.   The governing body of the Organization shall consists of the Board of Directors [Chairman plus nine (9) members], the five (5) Officers of the Organization, plus the five (5) Honorary Board Member.   Directors, Officers, and Honorary Board Members shall be members of the IASC.

Section Two         Power.  The affairs of the IASC shall be managed by the governing body of the Organization that consists of the Board of Directors, Officers and any Honorary Board Member.  The Board of Directors shall be presided by the Chairman, the immediate Past President of the Organization.  The Chairman shall set the agenda for and preside over the meetings of the Board of Directors.  The Board of Directors shall have the power to authorize disbursement of funds of the organization.

Section Three       Tenure, Qualification, Duties and Election of Directors.   All of the Directors shall be elected by the General Assembly of members during the month of February of each year and each Director shall be elected for one year.   To become a member of the Board of Directors, an individual shall be a member of the organization for at least two (2) years prior to his/her nomination.  No more than two (2) immediate family members shall be members of the Board of Directors or Officers concurrently.  Each director is expected to contribute at least four (4) hours of volunteer participation each month for the good of the organization in addition to the time spent on meetings.  The President will maintain a record of time donated to the organization.

Section Four        Regular Meetings.   Regular meeting of the Board of Directors shall be held once a month, the Monday prior to the first Friday of the month.  The Board of Directors shall not hold less than nine (9) meetings in any calendar year.  Attendance at the meetings shall be taken by the Secretary.

Section Five                   Special Meetings.   Special meetings of the Board of Directors may be called by the Chairman of the Board in conjunction with the President when deemed appropriate and necessary, or by any six (6) directors.  No business other than that for which the Special Meeting was called for shall be transacted at such a meeting.

Section Six                    Notice of Special Meeting.   Notice of any Special Meeting of the Board of Directors shall be a least three (3) business days previously thereto by written notice (e-mail acceptable).  Written notice must state the time, place, and purpose , and the names and titles, if any, of all the individuals calling the meeting.

Section Seven      Quorum.   A majority of the Board of Directors, Officers and Honorary Members shall constitute a quorum for transaction of business at any meeting of the Board of Directors.  In the absence of the Chairman, the President shall chair the meeting.

Section Eight       Vacancies.   When a vacancy appears on the Board of Directors by death, resignation, or otherwise, it should be filled by appointment as soon as possible by the President of the IASC.   The term of office shall be until the next election. For the vacancy of Chairman of the Board of Directors, the President shall nominate a board member and the Board of Directors shall approve the candidate by a simple majority. 

Section Nine         Absence and Default.   Should any of the Board of Directors, Officers, be absent from more than three (3) regular meetings of the Board within one year without informing the Chairman of the Board, President, or Secretary of the reason, the individual will not be considered for office at the next election by the Nominating Committee.

Section Ten                   Compensation.   Directors, Officers, and Honorary Board Members, shall not receive any compensation for their services.  They shall be allowed reasonable advancements or reimbursements of expenses incurred in the performance of their duties.  By resolutions of the Board of Directors they be indemnified for expenses and costs, including attorney’s fees incurred by him/her in connection with any claim against such Director, Officer, or Honorary Board Member, unless he/she shall have been found guilty of gross negligence or misconduct.

Section Eleven     Indemnification of Directors, Officers and Honorary Board Members.   The Directors, Officers, and Honorary Board Members shall not be personally liable for debts, liabilities, or other obligations of the corporation.   The Directors, Officers, and Honorary Board Members shall be indemnified by the corporation to the fullest extent permissible by the laws of the State of New York.  The corporation shall purchase insurance for the indemnification of Directors, Officers, and Honorary Board Members.

Section Twelve    Removal of Directors, Officers or Members.   Any one of the Board of Directors, Officers, or Members,  may be removed from office/membership for action and behavior not compatible with the By-Laws of the organization by the vote of two thirds (2/3) of all the Directors, Officers, and Honorary Board Members at any Special Meeting of the Board of Directors called for that purpose, whether the individual is present or not.

Section Thirteen  Parliamentary Procedures.   Parliamentary procedures shall be in accordance with Roberts Rules of Order or with rules adapted for the occasion by the Board of Directors.

Section Fourteen  Honorary Members of the Board.   Honorary Members of the Board of Directors shall be voting members of the Board, shall be approved by the Board of Directors and by the General Assembly of members for lifetime in recognition of their past and continuing contribution to the organization.  The number of honorary members of the board shall be capped at five (5).

ARTICLE VIII        OFFICERS

Section One                   Officers.   The Officers of the IASC shall be the President, Vice President, Treasurer, Secretary, and Comptroller.  The Officers shall be members in good standing.  All Officers shall be members of the Board of Director.

Section Two         Tenure, Qualification, and Election of Officers.   All the Officers of the IASC shall be elected by the General Assembly of members during the month of February of each year and each Officer shall be elected for one year.  The member serving as President may not be reelected more than three (3) consecutive years to that position.  For the position of President, Vice President, Treasurer, and Secretary the individual shall meet the following additional requirements: a) Two years as a current club member in good standing;  b) Two years as a current member of the Board of Directors and have served two years as a member of a major committee.  For vacancies these requirements may be waived by the Board of Directors.  The candidates for the other Officer positions shall be members in good standing for a period of two years.  No more than two (2) immediate family members shall be members of the Board of Directors or Officers concurrently. 

Section Three       Vacancies.   A vacancy in any Officer position should be filled as soon as possible by the President of the IASC.  The term of office shall be until the next election.

Section Four        President.   The President shall: 

a) be the  principal Officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and activities of the Officers; 

b) preside at all regular and special meeting of the General Assembly of members;  

c)call, in conjunction with the Chairman of the Board, any special meeting of the Board of Directors whenever they deem it necessary and appropriate;  

d)be a member, “ex officio,” of each and every Committee;   e)represent the organization at all public and private functions,  meetings, celebrations, gathering of any sorts to which the Organization may be invited to participate or may participate(any personal expenditures incurred by the President, up to $300 per year, shall be reimbursed by the Board of Directors through the Treasurer); 

f)direct the Treasurer to pay any obligation of the Organization when in his judgement such obligation ought to be paid before there shall have been an opportunity for the Board of Directors to authorize the payment providing the expenditure does not exceed $500 for emergencies and any other reasonable expenditure;  

g)perform all other duties and functions which are inherent to the office of the President;  

h)appoint all Standing Committee Chairmen for a term of one (1) year;  

i)appoint all other Committee Chairmen and at his discretion the members of such Committees;

j) each year name, in conjunction with the Chairman of the Board , within sixty (60) days from the annual election, a Nominating Committee of seven (7) members in good standings, four (4) to be appointed by the President and three (3) by the Chairman of the Board;

k) on a yearly basis, or pursuant to regulations, the President shall have the corporation books audited.

Section Five                   Vice President.   In the absence of the President, or in the event of his/her inability to act, the Vice President shall perform all the duties of the President, and when so acting will have all the powers of, and be subject to all the restriction on, the President.  The Vice President shall perform such other duties as from time to time may be assigned to him/her by the President or the Board of Directors.  The Vice President shall be the Chairman of the Social Events Committee.

Section Six                    Treasurer.   The Treasurer shall:

a) have the custody of all the financial documents of the Organization;

b) be the custodian of all the funds of the Organization from whatever source derived, and shall execute proper receipts thereof;

c) pay all obligations of the Organization;

d) make, at each meeting of the General Assembly and at the closing of the fiscal year, or at any other time if so directed by the President, a complete and itemized statement of the financial condition of the Organization, exhibiting such documents as receipts, orders of payment and the like, as is proper for a Treasurer to do;

e) exhibit at all reasonable time to any Director of the corporation, or to his/her agent or attorney, on request thereof, the books of account and financial records.

Section Seven      Secretary.   The Secretary shall:

a) certify and keep at the principal office of the corporation the original, or a copy, of these By-Laws as amended;

b) keep at the principal office of the corporation a book of minutes of all meetings of the Board of Directors, General Assembly meetings, and if applicable, meetings of committees of Directors, recording therein the time and place of holdings.

c) see that all notices are duly given in accordance with provision of these By-Laws;

d) be custodian of the records and the seal of the corporation and affix the seal, as authorized by law or the provisions of these By-Laws, to duly executed documents of the corporation.

e) exhibit at all reasonable time to any Director of the corporation, or to his/her agent or attorney, on request thereof, the By-Laws, and the minutes of the proceeding of the Directors of the Corporation;

f) in general perform all duties incident to the office of Secretary and as such other duties as from time to time may be assigned to him/her by the President or the Board of Directors.

Section Eight       Comptroller.   The Comptroller shall:

a) demand and collect from the various members of the Organization all dues;

b) keep an itemized account of all dues receipt of the Organization;

c) deposit all the funds received as soon after the receipt thereof as is practical;

d) record the member’s date of joining the organization;

e) be responsible for sending notices to members to remind them when dues are to be paid.

f) keep a systematic record of the names, officers, meeting places and addresses of all members belonging to the Organization;

g) perform such secretarial duties as shall be directed by the President from time to time; 

h) be responsible for sending emergency meeting notices to the members;

i) be responsible for sending sympathy cards or flowers for deceased member and / or their immediate family members.

ARTICLE IX          COMMITTEES

Section One                   Nominating Committee.   The Nominating Committee shall be made up of seven (7) members in good standing, four (4) appointed by the President and three (3)by the Chairman of the Board.  The committee shall be appointed not later than sixty (60) days prior to the day of election.  The Chairman of the committee shall propose names of candidates for Officers and Board of Directors to the committee.  The candidates shall be evaluated by the committee on the basis of the following criteria:

Leadership ability; character; dedication to the organization;  ability to communicate; prior contribution to the organization;  prior positions held within the organization; demonstrated interest in obtaining such position; expected commitment of time and efforts for the period of election.

The Chairman of the committee shall compile, present and nominate candidates for Officers and Board of Directors to the General Assembly at the general election meeting.  At the General Assembly meeting prior to the election night, the General Assembly or any member thereof, shall have the right to nominate any other person or persons for office from the floor.  The nominee(s) must be present to accept the nomination.  Election of candidates shall be by simple majority of the General Assembly.

Section Two         Budget Committee.   

A)  The Budget Committee shall:

1) be composed of not less than five (5) members in good standing, appointed by the President.  The Treasurer of the Organization shall be a member of the committee;

2) submit a proposed budget annually to the Board of Directors;

3) recommend qualified auditors to the Board of Directors;

B) To insure the sound financial status of the Organization the following criteria will be followed:

1) Money cannot be appropriated for projects until the project is presented to the Budget Committee.  The Budget Committee will determine if funds are available and/or how the funds can be secured.  Then the approval of the project is voted by the Board of Directors.

2) The Budget Committee will have access to all of the Treasurer’s reports and meet quarterly to review the Organization’s financial status.  A report will then be presented to the Board of Directors on the health of the Organization.

Section Three       Building Committee.  This committee shall inspect and maintain the building and grounds of the IASC.  The committee shall review the planning growth of the building and grounds.  The committee shall submit a budget annually to the Budget Committee for expected costs of maintaining buildings and grounds.

Section Four        Grievance Committee.   The Grievance Committee shall review any grievances filed by any member for any violation of the IASC By-Laws.   The Chairman of the committee in conjunction with the President shall select not less then three (3) and no more than five (5)members of the committee for each grievance.  An investigation shall be conducted at the discretion of the Grievance Committee and a determination shall be made upon any grievance filed.  Such determination shall be final and approved by two thirds (2/3) vote of the members present at the Board of Director meeting.

Section Five                   Social Event Committee.   Social events shall be established on a yearly basis by the President.  The Vice President is the Chairman of the Social Event Committee and appoints a Sub-Chairman for each event.  The Sub-Chairman of the event and his committee will establish fees and participation of outside agents for such events.  The Sub-Chairman shall be responsible for preparation of events.   The Chairman shall be responsible for assuring the news letter is printed and mailed.

Section Six                    Sports Committee.   The Sports Committee shall be made up of two (2) or more members in good standing, appointed by the President.   The Sports committee shall promote sports events and teams representing the Organization.  Team members shall be club members.  In no event is the Organization responsible for payments of penalties received by members of the team for unsportsman behavior (i.e. soccer).  The sports committee shall review and recommend to the President appointments to the coaching staff of the teams.

In addition the Sports Committee  is to investigate and recommend amateur sports events  to be conducted by the IASC in accordance with the Purpose of the IASC.

Section Seven      Charitable Events Committee.   The Charitable Events Committee’s function is to investigate and recommend charitable functions to be performed by the IASC in accordance with the Purpose of the IASC.  The committee shall maintain a record of events and associated costs.  The committee shall maintain a bank account as outlined in ARTICLE X Section Five.

Section Eight       Rental Committee.   The function of the Rental Committee is to establish rules recommendations for approval by the Board of Directors for rental of the facilities.  The Committee shall make available to any member in good standing the rental of the facilities.  The rental responsibility shall be borne by the member who rented the facility, and the facility shall be the same condition as when rented.

The facility may be rented to families of deceased members or deceased immediate family members at no cost.  Food may be provided by the kitchen staff at cost.

Section Nine         Kitchen Committee.  The function of the Kitchen Committee is to establish rules recommendations for approval by the Board of Directors.  The President will appoint the Kitchen Director who is the chairman of the committee.  A number of qualified kitchen cooks and helpers will be maintained.  The qualified members shall meet the requirements of the Health Department of the County of Monroe.  For non-club events the Kitchen Director, cooks, helpers will be compensated in accordance with Board approved procedures.

Section Ten                   Committee Procedures.   Committees shall establish their operating procedures on how to run the business of the committee.  The procedures shall be approved by the Board of Directors prior to their  implementation.

ARTICLE X           MISCELLANEOUS

Section One                   Club Logo.   The Board of Directors may adapt, use, and at will alter a council logo.

Section Two         Book and Records.   The corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of the Board of Directors, and shall keep at the office a list or record containing the names and addresses of all members.