Effective: August 24, 2021

CONSTITUTION & BYLAWS

MISSION

Italian Village Society is a voice for the community, as we work together to cultivate positive change, celebrate our history, and build an inclusive neighborhood where people and businesses thrive.

ARTICLE I. Name, Area, and Purpose

A. Italian Village Society shall be the name of the organization.

B. The area designated as Italian Village in the city of Columbus, state of Ohio is bounded by and described as:

  • East Fifth Avenue on the north

  • Railroad right-of-way on the east

  • I-670 expressway on the south

  • North High Street on the west

C. Italian Village Society shall have the responsibility of ensuring a representative voice for the community and to carry out the will of the majority of its members.

ARTICLE II. Membership

A. Membership Classifications

  1. Individual Memberships: open to those individuals, aged 18 years or older, who reside or own property in Italian Village, and who support the aims and principles of Italian Village Society.

  2. Organizational Memberships: open to businesses or nonprofit institutions with a physical presence in Italian Village and that support the aims and principles of Italian Village Society. Each organization shall be entitled to hold one (1) Organizational Membership.

B. Voting Privileges

  1. Each Individual Member who resides in Italian Village is entitled to one vote.

  2. Each Organizational Member whose business or nonprofit institution is located in Italian Village is entitled to one vote. Organizational Members must have a designated representative indicated on their application; only this person is eligible to vote. The Organizational Member must submit in writing to the secretary a request to change the voting authority a minimum of 24 hours before any vote can be cast.

  3. Voting may be facilitated and counted by electronic means, in person, or as otherwise designated by the Board of Trustees prior to the vote.

  4. A person who is a voting member shall cast only one vote on each ballot issue. Memberships shall be validated by the Board of Trustees in order for the vote to be counted.

  5. Applicants for new voting membership in Italian Village Society shall not receive voting privileges until 24 hours after the application is approved.

C. Dues

  1. Annual dues for all member classifications shall be in such amounts as the Board of Trustees shall determine and publish.

  2. Dues shall be payable upon receipt of an application for membership and annually thereafter, as maintained by the Secretary or other designated Committee Chair. Dues are made payable to Italian Village Society and accounted for by the Treasurer at General and Board of Trustees Meetings.

  3. As funding permits, the board is permitted to conduct an independent audit that is overseen by the Board of Trustees in order to assure member trust.

D.  Membership Renewal and Termination

  1. Membership in Italian Village Society is to be maintained on a 12-month “rolling” calendar basis.

  2. A member who fails to submit their annual dues to the Treasurer within thirty (30) days after expiration will have their membership terminated. The member shall thereafter be considered a new applicant and shall be subject to the waiting period.

  3. Upon termination of membership for any reason, all rights, title, and interest which  such member may have in and to Italian Village Society and its assets shall cease to exist and the former member, heirs, assigns, executors, or personal representative shall  not be entitled to any compensation or refunds therefore.

  4. A membership or member’s right, title, and interest in Italian Village Society as well as its assets cannot be assigned or transferred.

  5. The Board of Trustees shall have the right to reject applications and renewals and  to determine into which membership classification any application or renewal belongs.

ARTICLE III. Meetings and Notices

A. General meetings of Italian Village Society membership shall be held in person or virtually at the Board of Trustees discretion at least ten (10) times annually at a predictable cadence, such as the fourth Tuesday of every month. Meeting date, time, and location will be announced at the prior regular meeting or at a minimum of one week before the meeting by electronic mail or other means.

B. All meetings shall be open to the public and guests of Italian Village Society.

C. The presence of a minimum of five (5) members with voting privileges shall constitute a quorum.

D. Any questions as to the procedure at a meeting of Italian Village Society which is not provided for in this Constitution and Bylaws shall be determined according to Robert’s Rules of Order Newly Revised.

E. Special meetings may be called on an emergency basis by the President with the majority approval of the Board of Trustees. The Secretary shall notify the membership in writing, by electronic mail or other means, of the date, time, place, and purpose of any special meetings as soon as administratively possible.

F. An annual meeting shall be held in November for the purposes of electing all trustees along with other general business. The annual meeting shall be held at the time and place designated by the Board of Trustees. The month prior to the annual meeting, a Nominating Committee shall  be appointed by the presiding officers to draw up a slate of candidates and additional nominations from the floor will be accepted from qualified voting members. All nominees shall be published at least fourteen days (14) prior to the annual meeting.

ARTICLE. Officers

A. The Officers of the organization shall be the following:

  1. President

  2. Vice President

  3. Treasurer

  4. Secretary

Officers shall only hold one (1) officer or committee chair position.

B. Officer Roles. The Officers shall have the following responsibilities in their roles:

  1. President –– The President shall be the chief executive officer and shall preside over all meetings of members as well as the Board of Trustees, sign all corporate documents unless they delegate that responsibility to another Officer, and direct the process of the creation and implementation of resolutions. The President shall vote on matters before Italian Village Society only in the event of a tie, in which case, the President shall act as a tiebreaker.

  2. Vice President –– The Vice President shall be responsible for performing the duties  of the President in the President's absence and assist the President with the performance of their duties in regard to the well-being of Italian Village Society and its members. The Vice President will also take an active role in advocating for Italian Village Society by participation and membership in other organizations as delegated by the President.

  3. Secretary –– The Secretary shall keep an updated list of the membership and provide notice of all meetings to Italian Village Society Membership. The Secretary shall attend or record all Italian Village Society and Board of Trustee Meetings and be responsible for the creation  of accurate meeting minutes, and act as the keeper of the official records of the organization. If the Secretary is unavailable for a meeting, they will designate that  responsibility to another member of the Board of Trustees.

  4. Treasurer –– The Treasurer shall be responsible for conducting the organization's financial affairs as directed by the Board of Trustees and shall prepare and present reports regarding organizational finances at each membership meeting as well as a reconciled report of funds at the annual meeting. The treasurer is responsible for the accurate and timely filing of the organization’s taxes.

C. Election and Term of Office.

  1. The Officers shall be elected as Trustees annually by Italian Village Society’s membership at the annual meeting by majority vote.

  2. Voting shall be done by secret ballot. Where there is only one (1) nominee, the vote for that office may be done by acclamation. No proxy votes shall be permitted. The election shall be determined by a majority vote (50 percent + 1).

  3. The newly elected officers shall take office the second day of January at 10A.M. Outgoing officers will turn over all records of the organization to the new officers by the end of the preceding calendar year.

  4. The incoming Board of Trustees will meet prior to the January Meeting for the purpose of organizing.

  5. Each officer shall serve a term of twelve (12) months; with a maximum of two consecutive terms in one role; as elected. No Trustee who has held office for three consecutive terms may serve again until out of office for one full term. For the purposes of this section, any Trustee who serves one half or more of a term shall be considered to have served one term.

D. Vacancies and Removals.

  1. The Board of Trustees shall have the power to remove an Officer or agent of the organization. Any vacancy that occurs for any reason may be filled by a vote from the Board of Trustees.

  2. All outgoing officers shall turn over all records to the new officers and shall present an annual report to the membership in the meeting set to follow the annual meeting.

  3. If the Presidency becomes vacant, the Vice President shall become President and an election shall be held to fill the vacant Vice Presidency. If the office of the Vice President, Treasurer or Secretary becomes vacant, an election shall be held to fill the vacant office. Any vacancy shall be announced at a general meeting and the election shall be held at the next general meeting.

ARTICLE V. Board of Trustees

A. Role of Trustees. The Board of Trustees shall be responsible for having the authority of managing the affairs of the nonprofit directly and/or by delegation.

B. Number of Trustees. The organization shall be managed by a Board of Trustees consisting of four (4) officers and up to eight (8) committee chairs. All Trustees must be Italian Village Society members in good standing.

C. Meetings. Meetings of the Board of Trustees will follow the same rules as Italian Village Society at large with the following exceptions:

  • Quorum. A quorum for the Board of Trustees Meetings shall be fifty percent (50%).

  • Executive Session. To the extent permitted by law, the Board of Trustees is permitted to enter into Executive Session.

D. Resignation. If a Trustee wishes to resign from their position, they shall provide a minimum 30-day written notice and secure possible replacement candidates.

E. Committees. To the extent permitted by Ohio law, the Board of Trustees may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers, and authorities of such committees. The committees shall have a specific purpose and the Board of Trustees, in creating a committee, shall outline the parameters of the committee, including, but not limited to, meetings, notice, quorum requirements, and all other pertinent procedures.

F. Instruments. All instruments that are executed on behalf of the organization which are acknowledged and which affect an interest in real estate shall be executed by the President or another designated Trustee.

G. Bank Accounts & Taxes. A minimum of three (3) officers will be responsible for the Italian Village Society’s bank account in order to assure member trust. Finances should be reported monthly by the Treasurer in both Board of Trustees and General meetings. Taxes should be filed by the Treasurer annually.

ARTICLE VI. Committees

A. Standing and Temporary Committees of Italian Village Society shall be convened or terminated by the Board of Trustees by a simple majority (50%+ 1) vote.

B. An Audit Committee shall convene, each year in February, to conduct an audit of the Treasurer’s books from the prior calendar year. The Audit Committee shall also conduct an audit of the Treasurer’s books if so directed by a vote at a meeting of Italian Village Society.

C. Chairpersons and members of committees shall be appointed by the President.

D. Committees may include professional resource persons and/or consultants who are not organizational representatives or individual members; however, the chairperson of each committee must be a Italian Village Society member with voting privileges.

E. Committee Chairpersons shall report findings of their committees at the scheduled meetings of Italian Village Society. Recommendations of the committees will be voted on by Italian Village Society at scheduled meetings.

ARTICLE VII. Amendments

A. A minimum of every five (5) years, the Board of Trustees shall convene a Bylaws Review Committee, consisting of a majority of members who are not on the Board. This Committee shall review the bylaws and other governing documents as charged by the Board and recommend amendments as needed.

B. The Bylaws Committee shall recommend amendments by a simple majority (50%+ 1) vote of the Committee. At the conclusion of their review, the Committee shall submit in writing to the Board of Trustees the recommended amendments to the Bylaws and other documents.

C. The Board of Trustees reserves the authority to approve the recommended amendments, to make additional amendments as needed, or to reject the Committee’s amendments and reconvene a new Bylaws Committee. A simple majority (50%+ 1) vote is required to make this determination.

D. Proposed amendments to the Bylaws, as approved by the Board of Trustees, shall be introduced at a General meeting of Italian Village Society and provided to members by electronic mail or other means. A simple majority (50%+ 1) vote of shall amend the Bylaws.

ARTICLE VIII. Termination

The organization shall under no circumstances have the power to dissolve as long as the membership consists of ten (10) or more members. Should, however, the membership of Italian Village Society fall below ten (10) members, a majority of these members may petition the Probate Court of Franklin County to dispose of all assets of Italian Village Society to an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or comparable provision of any later internal revenue law) selected by a majority vote of the remaining members and approved by the Probate Court. All liabilities and obligations shall be paid, satisfied, and discharged, or adequate provisions shall be made prior to the distribution of assets. No part of the earnings or assets of Italian Village Society shall be distributed to the benefit of any individual.

APPENDICES