B Y L A W S OF VIITORUL ROMAN CULTURAL AND AID SOCIETY
ADOPTED BY THE GENERAL ASSEMBLY ON FEBRUARY 26, 1987
AMENDED BY THE GENERAL ASSEMBLY ON FEBRUARY 18, 2002
AMENDED BY THE GENERAL ASSEMBLY ON March 24, 2019
AMENDED BY THE GENERAL ASSEMBLY ON June 4, 2023
B Y L A W S
VIITORUL ROMAN CULTURAL AND AID SOCIETY A
CALIFORNIA NONPROFIT CORPORATION
A R T I C L E I
The VIITORUL ROMAN CULTURAL AND AID SOCIETY (hereinafter referred to as the Society) is organized to provide cultural, education and aid to people affiliated with the Romanian culture and community. To further these ends, the Society shall promote and diffuse the Romanian cultural and spiritual heritage in harmony with American social and cultural values. As a cultural organization for the Romanian community, the Society shall be open to any person who identifies with the Romanian culture and traditions and abides by the Society’s Constitution and Bylaws. All work and services done by the officers and members is voluntary. No officers receive any payments or compensation for their work or services.
A R T I C L E II
Section 1. PRINCIPAL OFFICE
The principal office for the transaction of business of the corporation “principal executive office”) is located in the State of California, County of Los Angeles. The Board of Directors may, by resolution, change the location as necessary. Any change of this location shall be noted by the secretary on these bylaws opposite this section, or this section may be amended to state the new location.
Section 2. OTHER OFFICES
The Board of Directors may at any time establish branch or subordinate offices and open new Society’s Chapters at any place or places where the corporation is qualified to do business.
A R T I C L E III
Section 1. The Society shall have two classes of members: voting and juvenile members. Applicants with criminal records or who committed derogatory acts against USA or Romania, or who were previously expelled from the Society are not accepted as members.
Section 2. Voting Members are persons over the age of 18 (eighteen), who met their obligations and duties to the Society in accordance with its Articles and Bylaws and who have paid to date their annual membership dues. Voting members shall have all the rights provided in the Bylaws, including, but not limited to the right to debate, initiate proposals and vote, the right to elect and be elected to any office and the right to be elected as delegate of the Society, except where otherwise provided or qualified by the Bylaws. Voting membership dues are paid at the regular membership level or at the discounted membership level for students between 18 to 25 years old and senior members over 65 years old.
Section 3. Juvenile Members are persons under 18 years old having the interest of getting involved with Society’s affairs, to pursue and advance the Society’s mission and vision. The juvenile members have no voting rights. The Juvenile Members may attend the meetings of the Society and participate in its debates.
Section 4. Any member who fails to meet his / her obligations and duties to the Society in accordance with its Constitution and Bylaws or who is found guilty of working against any of the provisions of the Constitution, Bylaws or decisions of the General Assembly, or by disseminating disparaging, false information about the Society or any of its members shall be subject to any disciplinary actions that the Board of Directors may impose in accordance with the provisions of these Bylaws, including, but not limited to the suspension of all rights and expulsion from the Society. The decision of the Board of Directors is final.
Section 5. Any person who has previously been expelled from the Society may not be admitted as member.
A R T I C L E IV
Section 1. The Board of Directors
The Board of Directors is the sole legislative and administrative authority in all matters affecting the Society. At a minimum, a simple majority (half plus one) of the Board of Directors shall satisfy the quorum required for a Board of Directors meeting.
All matters permitted by the Bylaws shall be dealt by the Board of Directors in proper manner for the benefit of the Society. Minutes of the meetings shall be kept for all meetings of the Board of Directors. All decisions of the Board of Directors must be passed by a simple majority of the Board of Directors present at the meeting (half plus one) except when provided otherwise by the Constitution and the Bylaws of the Society. All decisions of the Board of Directors may be discussed at the General Assembly meeting of the Society. The Board of Directors is formed of 7 (seven) members elected at the regular General Assembly meeting for a term of the office of five years.
The Board of Directors consists of the President, Vice President, Secretary, Treasurer, two Financial Auditors and one Board Member- at-Large (or Trustee). If after the General Assembly meeting there are still open Board of Directors’ positions or in the event of a position becoming vacant, the President, with the accord of the Board of Directors can nominate and vote by simple majority to fill the open position(s). The Board of Directors may assign, non-elected directorial positions to Society’s members willing and able to fill in additional roles such as Cultural, Financial, Information Technology, Arts, Mass Media, Youths, Membership Development, Marketing, Fundraising and Grants Directors or any other position fulfilling Society’s needs.
At the call of the President, the Board of Directors shall meet at a minimum 4 times a year on a quarterly basis, either in person, on line or teleconferencing or by any other means of electronic communications. In between meetings the Society business can be discussed by emails / phone calls, etc.
Should any member of the Board of Directors be unavailable to attend a meeting, he/she may not be represented by proxy by any other Director present at the meeting, per California Nonprofit Organizations directives.
Section 2. The General Assembly
A minimum of one General Assembly meeting of all Society’s members in good standing having the dues paid to date, shall be called by the Board of Directors each year. At a minimum, a simple majority (half plus one) of the Board of Directors members, plus one non-Board voting member shall satisfy the quorum required for a General Assembly meeting. The General Assembly ordinarily meets once a year, during the first quarter. However, extraordinary General Assembly meetings may be called by the president with consent of the Board of Directors. The General Assembly meetings must be called by an announcement/notice sent only to all members in good standing at the time of announcement, minimum 14 days before the date of the meeting.
Should the Board of Directors deem justifiable cause to call for an urgent extraordinary General Assembly meeting, the meeting shall not be called sooner than a week from its date of announcement. The agenda of the meeting shall be stated in the announcement.
Any matters affecting the Society may be discussed at the annual meeting. The decisions adopted by the General Assembly must be passed by a simple majority of the members present at the meeting, except when provided otherwise by the Constitution and the Bylaws of the Society.
Any voting member in good standing at the time of the General Assembly meeting’s notice may be represented via a proxy by a representative of their choosing from the Society voting members in good standing, except for the members of the Board of Directors who are not allowed to submit proxies on behalf of themselves. All proxies must be received by the Society’s Secretary 24 hours prior to the start of the General Assembly meeting and must be reviewed and approved before the meeting by the Secretary. Any proxies received after the deadline, including the ones received on the day of the General Assembly meeting shall not be taken into account and discarded.
All new members, or old members paying their dues after the date of the General Assembly announcement/notice (within 14 days of this Meeting) are not eligible to participate at the upcoming General Assembly Meeting, unless approved by the Board of Directors on a case-by-case basis.
Section 3. The President
The President is the general manager of the Society and he is responsible for all matters involving the administration of the Society.
The President represents the Society to all external functions, preserves its seal and signs all official documents.
The President shall preside at all meetings of the Board and the General Assembly meetings.
The President shall call meetings as necessary or when requested by at least five members of the Board of Directors. The President, with the approval of the Board of Directors, shall assign, reassign or discharge any Committee Chairperson.
Section 4. The Vice President
The duty of the Vice President is to assist the President in discharging his duties. In the absence of the President, the Vice President shall preside over the meetings and discharge all duties of the
Section 5. The Secretary
The Secretary shall take minutes at all meetings of the Society recording all decisions taken and collect and keep all officers’ and committees’ reports. The meeting minutes should be distributed to all Board of Directors after the meetings. At each General Assembly meeting, the minutes of the previous General Assembly meeting shell be submitted for approval by the Board of Directors. He/she shall prepare all correspondence for the signature of the President and prepare all notices of the meetings and the fliers for special announcements.
Section 6. The Treasurer
The Treasurer is responsible for all the financial matters concerning the Society. He/she shall receive and prepare financial information concerning the Society, make bank deposits of funds
received from all sources and make the necessary payments as authorized by the President. He/she shall maintain and prepare frequent financial reporting at the request of Board of Directors
and for the annual meetings, as well as submit records for inspection by the Auditors when requested.
Section 7. The Auditors
The Auditors are responsible for the audit of the Society’s financials and records such as meeting minutes, notes, membership records, Secretary of State filings, Insurance, IRS filings/records,
Society’s assets, financial transactions and reports, throughout the year or as often as necessary. They shall inspect and verify the Treasurer’s books and report any irregularities to the Board.
The Auditors are authorized to order all officers of the Society to submit for audit, material and documents belonging to the Society in the officers’ possession. Such review demand must be for
the interest of the Society and made at reasonable time and place.
Section 8. Member At Large/Trustee
The Board of Directors’ Member-At-Large, or Trustee shall perform duties as assigned by the President or the Board of Directors for various tasks and when needed. He/she shall contribute
with his/her counsel in resolving the issues that may arise during the term in office.
A R T I C L E V
ELECTION OF OFFICERS
The election of the officers shall be made for a term of five years, at the regular General Assembly meeting. Nominations may be made from the floor by members in good standing, having their dues paid to date/. The President must be and active member of the Society of at least one year in good standing.
Immediately after the election, the Chairman of the Election shall administer the following Oath of Office to the newly elected officers:
I, (name) solemnly swear that, as long as I am in the office to which I was elected, I will work faithfully, devotedly and with zeal for the progress of our organization and of its members. I will
not tolerate any unrighteousness against the interest of the Viitorul Roman Society and shall respect, protect and defend the Constitution and Bylaws of this organization and my country in a
conscientious manner, so help me God!
A R T I C L E VI
Section 1. Any officer or member of Board of Directors who is absent for four consecutive meetings without just cause may be replaced from the Board.
Section 2. Should any member of the Board of directors vacate his/her position on the Board, the President, with the accord of the Board, shall assign another Society member to fill the vacated position, as the earliest convenience, enabling the Board of Directors to operate at full capacity. At the General Assembly Meeting, the Board of Directors must be complete, including the replacement members, if any, filling in the previously vacant positions.
Section 3. The Bylaws may not be amended or revoked except by the General Assembly, when so announced in the agenda of the meeting. Any amendment must be done by vote requiring two-thirds (2/3) majority of the members present.
Section 4. The rules contained in the parliamentary practice of the Robert’s Rules of Order, as revised, shall govern the Society in all cases to which they are applicable, and in which they are
not inconsistent with the Bylaws of this Society.
A R T I C L E VII
To enable the Society to carry on its cultural and charitable purposes, the Society shall collect membership dues from its members, raise revenue by organizing events, soliciting and accepting
donations and applying for grants.
A R T I C L E VIII
Assuming the extreme hypothetical case in which the Society could not function properly for the purpose set forth in these Bylaws, in spite of great efforts by its members, the Society shall be
dissolved. The Board of Directors may propose dissolution by two-thirds (2/3) majority and the specially called General Assembly must carry the dissolution motion by the same two- thirds
(2/3) majority of the members present and including valid proxies. In case of dissolution the assets of the Society shall be disposed in accordance with California Non-Profit Organization
law, as stated in the Articles of Incorporation of the Society.
A R T I C L E IX
The Viitorul Roman Society was founded on April 18, 1926 and it was reincorporated in 1987.
The original Bylaws of the Society, along with other files and documents, were lost in a fire at the house of Secretary George Popa, in the early Nineteen fifties. No other copies could be
S O U R C E S
The foregoing Constitution and Bylaws were compiled, collated, revised and amended from the following materials:
1. The Constitution and Bylaws adopted by the General Assembly held on the 25th of February, 1987.
2. The Amendments to the Constitution and Bylaws voted and adopted by the General Assembly meetings of January 1998, 1999, 2000, 2001, 2002 and 2019.
3. Robert’s Rules of Order, latest revision.
4. Internal Revenue Service Tax Code 501 (c)(3).