BY-LAWS

Article 1
Name and Location

The name of this Non-Profit Corporation shall be Italian Civic Club and this name will be synonymous with its initials, I.C.C., when used to reference this Non-Profit Corporation established in the year of 1931.  The physical location of this Non-Profit Corporation shall be in Meadville, a Municipality Incorporated as a Third Class City, located in Crawford County, a Sixth Class County situate in the Commonwealth of Pennsylvania.

Article 2
Character

The Italian Civic Club was Chartered on April 6th, 1936, as a Non-Profit Corporation, under the laws of the Commonwealth of Pennsylvania, by the Crawford County Court of Common Pleas with Judge O.Clair Kent presiding

Article 3
Objectives

The Club is primarily structured as a social service organization with its Active Members coming from Italian Ancestry and living within the Meadville, Crawford County, Pennsylvania region.  The Club's objectives are for developing and encouraging better American citizenship; to provided a medium of social exchange; to encourage and instill in its Members a desire to Actively participate in all worthy civic activities; to develop a full appreciation of their fellow men and desire to render them aid when necessary; and to stimulate and develop the moral, physical, cultural and civic life of its Members.

Article 4
Membership

Article 4, Section 1 - Memberships:  The Club's Membership shall consist of three primary categories: Active, Active Life, and Social Members.  The I.C.C. also provides for a Women's Auxiliary category.  All Members shall obey the I.C.C. By-Laws according to their defined Membership Category, and the Rules and Regualtions printed on the backside of the I.C.C. Membership Application.

Article 4, Section 2 - Active Members:  An Active Member must be a male individual, a descendant of Italian male parent, and at least 21 years of age.  All Members must set examples of temperance, honesty and loyalty and must reside in Crawford County, Pennsylvania.
  • To become an Active Member the applicant must be nominated by an Active Member and submit a written application along with the appropriate initiation fees and no one may qualify as an Active Member unless a Membership Committee has investigated him.
  • The Membership Committee shall make a recommendation to the Executive Board.  The Executive Board shall present the application and recommendation to the Active Members at an Active Membership meeting.
  • Each applicant will be voted on seperately.  Voting shall be by the use of black and white balls.  An applicant who recieves at least a two-thirds favorable vote of the Active Members present at a monthly meeting shall be admitted to Membership.  If rejected, his initiation fee will be refunded and the rejected applicant may re-apply after 6 months.
Article 4, Section 3 - Life Members:  Life Members will be established after 25 years of Active Membership and that age of 65 - the last five years must be consecutive at age 65.  They shall retain all rights and privileges of Active Members and are not required to pay dues.  All Past Presidents automatically qualify for life Membership at age 55.  Members must apply to the Secretary for life Membership.

Article 4, Section 4 - Social Members:  Social Members must be at least 21 years of age, male or female, and citizens of the united states.  Any male of Italian ancestry who meets all Social Member qualifications except residence in Crawford County, Pennsylvania, may apply for Social Membership.  No male, descended of male italian parent may be eliglble for Membership in the Club as a social Member, unless he resides outside of Crawford County.  The following list represents the conditions for becoming a Social Member.

  • Written applications for Social Membership shall be received only upon recommendations of Active Members.
  • An applicant who recieves majority vote of the Executive Board shall be accepted for Membership.
  • A social Member is entitled to the Club's social privileges.  He/She does not acquire, nor will he/she be entitled to any interest in the Club's propery, nor is he/she entitled to take part in any of the Club's meetings, other than those of a social nature, unless specifically approved by the Executive Board and the Active Membership.
  • The President shall appoint five Social Members to make up their Board of Directors.  They shall serve as representatives to afford Social Members the courtesy of consideration of input and/or to help with resolving problems they might encounter.
  • The Social Board of Directors has the authority to censure Social Members, the Social Member being censured may appeal to the Executive Board, and the Executive Board upon hearing the appeal will render a decision that is final
Article 4, Section 5 - Fees & Dues:  Initiation fee and annual dues shall be established by the Executive Board and approved by a majority vote of the Active Membership.  Dues shall be due and payable on January 1st of each year with all Dues paid withing thirty (30) days thereafter.  Members delinquent in their Dues shall be removed from the roster on February 1st and will be required to re-apply for Membership.

Article 5
Initiation

Initiation procedures and fees will be at the discretion of the Executive Board.  All accepted Members will receive a current copy of the Club's By-Laws.

Article 6
Meetings

Article 6, Section 1 -  The Executive Board shall hold its meetings on the first Monday of each month at 7:00 P.M.  Each meeting will start with pledge to the flag and prayer and moment of silence for recently deceased Members.

Article 6, Section 2 -  Active Membership meetings will be held on the third Monday of each month at 7:00 P.M.  Each meeting will start with pledge to the flag and prayer and moment of silence for recently deceased Members.

Article 6, Section 3 -  Executive Board Special Meetings shall take place when required by the President, the Vice President (when he is acting in the role of President), or when requested by four (4) Executive Board Members.  Active Membership Special Meetings shall take place when required by the Executive Board, or when the Executive Board is in receipt of a written Petition, which is signed by twenty (20) Active Members in Good Standing.  The Executive Board shall send written notice to all Active Members informing them of the scheduled special meeting, and this notice shall reference the meeting's purpose.  All Active Membership special meeting notices shall be mailed a minimum of seven (7) days prior to the scheduled special meeting, and shall, in addition, be posted at the Club.

Article 6, Section 4 -  Twenty (20) Active Members in good standing shall consist of a quorum.  No meeting shall be held withouta quorum.

Article 6, Section 5 -  The following shall be the order of business at meetings:
  • Meeting called to Order
  • Pledge of Allegiance to the U.S. Flag, Prayer and a moment of silence for deceased Members.
  • Roll Call
  • Reading and Approval of the Minutes of the previous meeting.
  • President's Report, Special Announcements, Correspondence
  • Treasurer's Report
  • Club Manager's Report
  • Unfinished Business
  • Committee Reports
  • New Business
  • Good of the Order
  • Adjournment
Article 6, Section 6 -  Robert's Rules Of Order, shall be used for answering parliamentary procedure issues and when the I.C.C. By-Laws are Silent.

Article 6, Section 7 -  No alcoholic beverages or intoxicants will be permitted at meetings.  Any Member appearing at a meeting of the Club intoxicated may be fined, suspended, or expelled at the discretion of the Executive Board.

Article 7
Election of Officers & Trustees

Article 7, Section 1 - Eligibility:  Any Active Member in Good Standing for a continual period of two years or more shall be eligible to be nominated to any office, except the office of president, which requires an Active Member to have a minimum continual period of three years in Good standing.

Article 7, Section 2 -  Nominations for Officers and Trustees shall take place annually during the scheduled Active Membership meeting convened in the month of November, and the nominees shall each accept or reject their candidacy at that time.  Candidate names and their applicable office shall be printed on the ballot sheets to be used during the election day process and procedure.  Upon an Active Member's acceptance of Candidacy for an office, his name shall be eliminated from any further nominations in the applicable calender year.

Article 7, Section 3 - Any non-contested ballot Candidate shall circumvent the election process and procedure, and, because of the nature of an un-contested race, will automatically assume office in accordance with
Article 7, Section 4.

Article 7, Section 4 - 
The annual Election shall be held on the third monday in the month of December and the voting process will start at 9:00 A.M. and continue until 7:00 P.M.  All voters shall use the printed closed ballot sheets, and no absentee or proxy ballots will be permitted.  Each Active Member in good standing is only permitted to cast one (1) vote for one (1) Candidate per open contested office race.  No Candidate can be elected to office unless he receives a plurality of the votes cast for his applicable candidacy/office.  Each Candidate shall be entitled to have one designated Watcher who shall oversee the counting of ballots.

Article 7, Section 5 -  The election of new Officers and Trustees shall be held annually, by written ballot sheet(s), and the results recorded and reported during the regular scheduled Club Active Membership Monday meeting held in the third week of the month of December.  At this Membership December meeting, authorized individuals selected by the Executive Board will tally all ballot sheets, and the results will be reported to the Membership as the last item of business under the Club Agenda heading of, "New Business & Motions".  Then, each newly elected Officer and Trustee will formally be asked to: take an Oath of Office, Pledge their Commitment to faithfully discharge their respective duties, adhere to and enforce the Club's By-Laws, and to conduct themselves in a professional and humanitarian manner while advocating the Club's Mission Statement.  Upon the newly elected Officer(s') and or Trustee(s') administered Oaths and their independant acceptance thereof, scheduled Club Executive Board monthly Monday meeting held in the following month of January.  This December meeting will continue with business conducted by the Officers and Trustees who held office at the start of this meeting.

Article 7, Section 6 - Ties:  In the rare case of a Tie Vote(s) for any Officers/Trustee, a special election shall take place on the third Monday in January and the voting process will start at 9:00 A.M. and continue until 7:00 P.M.  All voters shall use preprinted closed ballot sheets listing the Active Members and the office/position accordingly, and no absentee or proxy ballots will be permitted.  All votes shall be monitored, tallied and reported during the january active membership meetings as defined in Article 7, Sections 4 and 5.

Article 8
Organizational Structure & Terms of Office

Article 8, Section 1 -  The Officers of the Club shall consist of a President, Vice-president, Treasurer, and a Secretary; and there shall be five Trustees, all of whom shall constitute the Executive Board.

Article 8, Section 2 -  The President's Term of Office shall be for two (2) years.  A President in office and in Good Standing may choose to accept a nomination as a Candidate for a second term as President.  If the Candidate is elected for a second consecutive term, totaling four (4) years, the same candidate is not eligible to accept a nomination for President again until he has relinquished the office of President for one (1) term [2 years] of office.

Article 8, Section 3 -  The term of office for the Vice-president, Treasurer, and Secretary shall be for two years.

Article 8, Section 4 -  The terms of office for the Trustees shall be as follows:
  • One Trustee shall serve for three years,
  • Two Trustees shall serve for two years,
  • Two Trustees shall serve for one year, providing that after the first election, there shall be elected only such Trustees as there are offices vacated.
Article 8, Section 5 -  The Officers and Trustees shall select amongst themselves two Club Management Team members, one Officer and one Trustee.

Article 8, Section 6 -  No Officer or Trustee shall concurrently serve as an employee of the Club.

Article 8, Section 7 -  The Executive Board wil develop an Organizational Structure to follow.

Article 9
Officers & Trustees Authority & Responsibilities

Article 9, Section 1 - President:  It shall be the duty of the President to preside at all meetings of the Club and of the Executive Board and to call special meetings of either whenever he deems such to be necessary, appoint committee chairmen and enforce the observance of the By-Laws and to see justice done to Members.  He shall not vote on any question (except election of Members) unless in case of an equal division when his vote shall decide the question.  He shall be a Member of the Executive Board.  He shall appoint a Sergeant-at-Arms and Parliamentarian to maintian order at all meetings.

Article 9, Section 2 - Vice President:  It shall be the duty of the Vice-president to perform all the duties of the president in his absence.  He shall be a Member of the Executive Board.  If the President dies or resigns, the Vice-president shall automatically become President until his successor is elected.  In the event of a vacancy, occuring simultaneously in the office of Presidency and Vice-presidency, then a special election shall be held for the purpose of filling both offices.

Article 9, Section 3 - Secretary:  The Secretary shall keep a record of the minutes of every meeting, and shall read both the minutes and any communications received at each meeting.  The Secretary shall be responsible for maintaining a detailed Member Log indicating every Club Member's Name, Membership category, and Initiation fee and dues payment(s) due and/or received by him.  When Fees and Dues are received, the Secretary will develop a simple financial report, in a timely manner, indicating the financial totals received and to be submitted to the Club Treasurer for deposit inot the Club's checking account.  The Treasurer will review the Secretary's financial report and acknowledge the total with the receipt of the funds by signing the report.  It shall be the Secretary's duty to notify the Membership, in accordance with the I.C.C. Policies & Procedures then in force and effect of all delinquencies in payment of dues, and to notify the Executive Board of all such delinquencies.  The Secretary shall be covered by a financial bond paid by the I.C.C. and coverage amounts shall be established by the Executive Board.  All records either developed or maintained by the Secretary are available for review upon request by any Active Member or authorized individual.

Article 9, Section 4 - Treasurer:  The Treasurer shall be responsible for collecting all Club monies and shall deposit the same for safe keeping in the Club's accounts.  He shall be responsible for tracking and monitoring all of the Club's monies, which are in his possession, and is authorized to write and sign checks for payment only when the check is co-signed by the President or Vice-president.  It shall be his duty to keep on file and current, a record of all income and expenditures.  The Treasurer shall work with others to assure that all Taxes are paid, that forms are completed appropriately, that financial Club funds are tracked and managed, and that he reports such information monthly to all Active Members and at the Club's meetings.  The Treasurer shall be covered by a financial bond paid by the I.C.C. and coverage amounts shall be established by the Executive Board.  All records either developed or maintained by the Treasurer are available for review upon request by any Active Member or authorized individual.

Article 9, Section 5 - Trustees:  It shall be the responsibility fo the Trustees to monitor all financial accounts of the Club and to make certain that all funds are being managed and utilized appropriately.  It shall be the responsibility of the Trustees to make certain that all Club Policies & Procedures, Rules and established guidelines are followed by all Member.  Each year that Trustees shall select amongst themselves a Chairman and each Trustee will be responsible for a specific or Club function.  The Trustees shall submit an annual report of all Club assets with support from various Committees.

Article 9, Section 6 - Executive Board:  The Executive Board is empowered by the Active Membership to have overall management and control of all the Club's affairs and its property on behalf of the Membership.  It shall be the duty of the Executive Board to authorize all contracts and payments.  A majority of the Executive Board must concur on these actions.  The Executive Board shall not spend more that $3000.00 outside of regular monthly expenses, without the approval of the Active Members at an Active Membership Meeting.  However, in a situation of an emergency or any serious unexpected situation, the Executive Board may expend up to $6000.00 and report the situation for ratification at the next Active Membership Meeting.  Following lengthly reviews with various Club Committees, any or all long-term investments of the Club may be moved from one account to another by a majority vote of Executive Board and then the recommendation is to be presented to the Active Membership for approval by majority vote of the Membership at a monthly or special meeting.

Article 9, Section 7 -  It shall be the responsibility of the Officers to annually select amongst themselves one Officer to serve on the Club Management Team along with the Chairmen of the Trustees and the Club Manager to make day-to-day operating Club Decisions.  Every Officer and Trustee must do their best to attend all meetings and any Officers or Trustee shall be disqualified from, and forfeit, his office if he should miss three consecutive meetings without an excuse.  In the aforementioned situation and/or when any Officer or Trustee position is vacated during the calender year, excluding the months of October and November because the normal election process would apply, the President shall act immediately by recommending an Active Member to the Executive Board for filling each vacant Officer and/or Trustee position(s), which recommendation shall be presented for approval at the next Executive Board meeting.

Article 9, Section 8 -  Limitation of Personal Liability & Indemnification of I.C.C. Officers, Trustees & Other Authorized I.C.C. Representatives.
        Sub-Section 8.01 an Officer and/or Trustee of the I.C.C. shall not be personally liable for monetary damages as such for any action taken, or         any failure to take any action, unless:
  • The Officer, Trustee and/or Director has breached or failed to perform the duties of his or her office as defined in Article 9, Section 8, Sub-Section 8.02 below; and
  • The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
       The provisions of this Sub-Section shall not apply to (a) the responsibility or liability of an Officer and/or Trustee pursuant to any criminal                statute; or (b) the liability of an Officer and/or Trustee for the payment of taxes pursuant to local, state or federal law.

       Sub-Section 8.02 Standards of care and justifiable reliance, an Officer and/or Trustee of the I.C.C. shall stand in a fiduciary relationship to            the I.C.C., and shall perform his or her duties as an Officer and/or Trustee, including his or her duties as a Member of any Committee of the        Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the corporation,        and with such care, including reasonalbe inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances, In        perfoming his or her duties, an Officer and/or Trustee shall be entitled to rely in good faith on information, opinions, reports or statements,        including financial statements and other financial data, in each case prepared or presented by any of the following:
  • One or more Officer(s) and/or Trustee(s) or Employee(s) of the I.C.C. whom the Officers and/or Trustees reasonably believe to be reliable and competent in the matters presented;
  • Counsel, public accountants or other persons as to matters, which the Officers and/or Trustees resonably believe to be within the professional or expert competence of such person;
  • A committee fo the board upon which he or she does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the Officer and/or Trustee reasonably believes to merit confidence.  An Officer and/or Trustee shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause his or her reliance to be unwarrented.  In discharging the duties of theri respective positions, the Executive Board, Committees of the Executive Board and an individual Officer and/or Trustee may, in considering the best interests of the I.C.C., consider the effects of any action upon Employees, upon persons with whom the I.C.C. has business and other relations and upon Communities which the offices or other establishments of or related to the I.C.C. are located, and all other pertinent factors, the consideration of those factors shall not constitute a violation of Sub-Section 8.02, paragraph one.
       Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as an Officer and/or Trustee or any failure to take any action        shall be presumed to be in the best interests of the I.C.C.

       Sub-Section 8.03  Indemnification in Third Party Proceedings, the I.C.C. shall indemnify any person who was or is a pary or is threatened to            be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative            (other than an action by or in the right of the I.C.C.) by reason of the face that he or she is or was a representative of the I.C.C., or is or was        serving at the request of the I.C.C. as a representative of another business, partnership, joint venture, trust or other enterprise, against                expenses (including attorney's fees), judgements, fines and amounts paid in settlement actually and reasonalby incurred by him or her in                 connection with such action, suit or proceeding if he or she acted in good faith and in a manner reasonably believed to be in, or not opposed            to, the best interests of the I.C.C., and, with respect to any criminal action or proceeding by judgement, order, settlement, conviction, or            upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a                manner which he or she reasonably believed to be in, or not opposed to, the best interests of the I.C.C, and, with respect to any criminal                action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

       Sub-Section 8.04  Indemnification in Derivative Actions, the I.C.C. shall indemnify any person who was or is a party or is threatened to be            made a party to any threatened, pending or completed action or suit by or in the right of the I.C.C. to procure a judgement in its favor by                reason of the fact that he or she is or was a representative of the I.C.C., or is or was serving at the request of the I.C.C. as a representative        of another business, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonalby        incurred in connection with the defense or settlement of such action or suit he or she acted in good faith and in a manner he or she reasonably        believe to be in, or not opposed to, the best interests of the I.C.C. and except that no indemnification shall be made in respect of any claim,        issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her            duty to the I.C.C. unless and only to the extent that the Court of Common Pleas or the Court in which such action or suit was brought shall                determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and                reasonably entitled to indemnify for such expenses which the Court of Common Pleas or such other Court shall deem proper.

       Sub-Section 8.05  Mandatory Indemnification, notwithstanding any contrary provision of the I.C.C. Charter, and/or these By-Laws, to the            extent that a representative of the I.C.C. has been successful on the merits or otherwise in defense of any action, suit or proceeding referred        to in either Sub-Section 8.03 or Sub-Section 8.04 above, he or she shall be indemnified against expenses (including attorney's fees) actually        and reasonably incurred by him or her in connection therewith.

       Sub-Section 8.06  Determination of Entitlement to Indemnification, unless ordered by a court, any indemnification under Sub-section 8.03 or        Sub-section 8.04 above shall be made by the I.C.C. only as authorized in the specific case upon determination that indemnification of the                representative is proper in the circumstances becuase he or she has met the applicable standard of conduct set forth in such paragraph.  Such        determination shall be made:
  • By the Executive Board by a majority vote of a quorum consisting of Officers and Trustees who were not parties to such action, suit or proceeding; or
  • If such a quorum is not obtainable, or, even if obtainable, a majority vote of a quorum of disinterested Officers and Trustees so directs, by independant legal counsel in a written opinion.
       Sub-Section 8.07  Advancing Expenses, expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the I.C.C.        in advance of the final disposition of such action, suit or proceeding as authorized by the Executive Board in a specific case upon receipt of an        undertaking by or on behalf of the representative to repay such amount unless it shall ultimately be determined that he or she is entitled to be        indemnified by the I.C.C. as authorized herein.

       Sub-Section 8.08  Indemnification of Former Representatives, each such indemnity may continue as to a person who has ceased to be a                representative of the I.C.C. and may inure to the benefit of the heirs, executors and administrators of such person.

       Sub-Section 8.09  Insurance, the I.C.C. shall have the power to purchase and maintain insurance on behalf of any person who is or was an            Officer or Trustee, Employee or Agent of the I.C.C. or is or was serving at the request of the I.C.C. as an Officer or Trustee, Director,                    Employee or Agent of another business, partnership, joint venture, trust or other enterprise against any liability asserted against such person        and incurred by such person in any capacity or arising out of such person's status as such, whether or not the I.C.C. would otherwise have the        power to indemnify such person against such liability.

       Sub-Section 8.10  Reliance on Provisions, each person who shall act as an authorized representative of the I.C.C. shall be deemed to be doing        so in reliance upon the rights of indemnification provided by this Article 9, Section 8, Sub-Sections 8.01 thru 8.10.

Article 10
Woman's Auxiliary

Article 10, Section 1 -  To be a Member of the Auxiliary, a woman must be twenty-one(21) years of age and either of Italian descent, or married to an Active Member or widow of a deceased Active Member.  The Auxiliary is authorized to have two meetings a month and have special meetings with the approval of the Executive Board.  Any situation not covered by this section or by the I.C.C. Policies & Procedures will be brought to the attection of, discussed and decided by the Executive Board.

Article 11
Committees

Article 11, Section 1 - Audit Committee - The Audit Committee as established shall have the contracted services of an Outsource Progessional CPA/Auditor, and he shall not be a Member of the I.C.C. or be affiliated with the Club's Accounting Firm.  The Audit Committee shall be comprised of the Club's Manager, one Executive Board Trustee, and three additional Active Members, totaling five Committee Members.  The Audit Committee's primary responsibilities are to establish and maintain standard auditing controls, and to make certain that all financial records are in order regarding the Treasurer, Club Management and any other Club Member affiliated with the I.C.C. having any financial Club responsibilities.

Article 11, Section 2 - Financial & Advisory Committee -  The permanant Financial and Advisory Committee as established shall have, as one of its members, a professional Financial Advisor, Planner or the like professional, and he may or may not be a non-I.C.C. Active Member.  However, he shall not be affiliated with the Club's Accounting Firm, Club's Outsource Auditing Firm and/or with the Club's Attorney's Firm by way of direct employment or partnership and he/his firm cannot be the I.C.C.'s Financial or Investment representative or sell any services or products to the I.C.C.  The Financial & Advisory Committee shall be comprised of the Financial Advisor or the like professional, the Club's Treasurer, and three additional Active Members, totaling five Committee Members whom will be responsible for reviewing and making recommendations to the Executive Board regarding funds.

Article 11, Section 3 - Temporary Committees -  From time to time, the President and the Executive Board may choose to develop a Committee to resolve an issue or to investigate various items requiring independant reviews or reports; thus, the Executive Board shall approve the Committee and appoint a Chairman to serve, and suggest potential Committee Members to serve.

Article 12
Violations & Disciplinary Action

Article 12, Section 1 -  Any Active, Life, Social and/or Women's Auxiliary Member, regardless of their Club Stature or office held, and any I.C.C. Employee may be punished by the Executive Board, by means of suspension of privileges or expulsion from the Club, or termination for any violation(s) defined herein, for any use of intoxicants during the Executive Board, Active Membership, and/or Committee meetings or for being excessively disruptive, or for any breach of the I.C.C. By-Laws, Policies & Procedures, Rules, or Regulations.  When the Executive Board takes action to punish any Member, the Member's privileges and rights shall be forfeited, with no refunds given for Dues paid and any like payments submitted.  In addition, for serious infractions, the Executive Board could pursue the full extent of the Law.  Active Members shall have an Appeal Process in accordance with the I.C.C. Policies & Procedures then in force and effect.

Article 12, Section 2 -  All Disciplinary Action implemented by the Executive Board shall be based on a methodical review of the supporting facts and a documented investigaion.

Article 12, Section 3 -  Any accusation of violation against an Active, Life, Social, Women's Auxiliary or any I.C.C. Employee or Guess shall be presented to the Executive Board by submitting a completed Accusation Inquiry Request Form signed by the Accuser, who can be any aforementioned Member or Employee/Guest.

Article 12, Section 4 -  Social and Auxiliary Members do not have an Active MEmbership Appeal Process and all Executive Board decisions regarding violations and disciplinary ations are final.

Article 13
Club Property & Liquor License


Article 13, Section 1 -  Without exception, all financial proceeds and any form of compensation and/or form of tangible or intangible item(s) received by any I.C.C. representative, Employee, Active Member(s) and/or their designee(s) for the use of the Club's Facilities, the purchase of any re-sell item(s), the payment for any service(s), product(s) and for any entertainment provided via the Club is the sole Property of the Italian Civic Club.

Article 13, Section 2 -  Without exception, all tangibles (e.g. structures, land, equipment, furnishings, etc.) acquired by or presented to the I.C.C., and all intangibles (e.g. computer data, applications, Club Licenses, Club certifications, documents, motto, investments, etc.) conceived, developed or acquired by the Italian Civic Club's Members, Employee(s), contractors, etc. (regardless of the tangible's/intangible's actual location and whether or not it has real or assumed value) are to be considered the exclusively ownd Club Propery of the Italian Civic Club.

Article 13, Section 3 -  Without exception, and at any point in time while the I.C.C. is operating as a viable Non-Profit Corporation, no single Active Member and/or Members shall claim ownership to/of any tangible or intangible Club Property.  All owned I.C.C. Property and/or its conversion into liquid assets shall equally be distributed to the Active Members when the I.C.C. is dissolved either by necessity or by catastrophic event(s), which in either situation would prevent the I.C.C. from continuing as a viable Non-Profit Corporation, and in either situation, disabandment of the I.C.C. shall require a ninety percent (90%) total roster affirming vote of the Active Membership in Good Standing and without the use of any absentee or proxy ballots.

Article 13, Section 4 -  Any Active, Social and/or Auxiliary Member(s) using any Club Property with or without the approval of the Executive Board shall be responsible for the care and return of the Club Property.  Any Member using Club Property away from the I.C.C. Facilities shall be responsible for the appropriate use, care and operations thereof; therefore, the I.C.C. serves notice that the I.C.C. shall be held harmless and be indemnified by the Member(s) using the Club Property and will not be responsible for any cost of defense if an actionable situation develops.  Additionally,  any Member(s) using any Club Property away from the I.C.C. Facilities shall be responsible for any damages or loss caused during the use of the Club Property while in the possession of the Member(s).  The Executive Board reserves the right to approve, limit or deny any use of Club Property away from the I.C.C. Facilities and to make any decision necessary to protect the I.C.C.'s best interest and Club Property and when required the Executive Board shall determine penalties or disciplinary actions regarding Club Property damages or loss.

Article 13, Section 5 -  All proceeds and/or profits derived from the sales of legal beverages sold because of the possession of a retail Club Liquor License, are to be the sole property of the Club.  It shall be the duty of the Secretary to renew the Liquor License.

Article 13, Section 6 -  The Executive Board shall appoint and hire a Club Manager subject to final approval as hereinafter set forth.  Final approval of any such appointments and relative compensation must be approved by the Active Membership.  The Club Manager shall be responsible to purchase all malt beverages, wine and liquors for the Club and shall be bonded for such amount as determined by the Executive Board.  It shall be the duty of the manager to immediately post on the Club's bulletin board any rule or change of rules issued by the Pennsylvania Liquor Control Board.

Article 13, Section 7 -  The President, Secretary, or Treasurer, shall have the authority to execute and sign all necessary documents and applications in order to secure a Liquor Bond and/or Liquor License, and to comply with any other requirments of the Pennsylvania Liquor Control Board in connection therewith.

Article 14
Club Manager

Article 14, Section 1 - Club Manager:  The Club Manager must possess various skills and capabilities, as well as having the knowledge and computer skills relative to managing a club, restaurant and bar.  The Club Manager must be familiar with Human Resource Laws & Practices and must possess the knowledge to hire qualified Employee(s) and to train, discipline, manage and release them from employment accordingly when necessary without jeopardizing the Club.

Article 14, Section 2 - Hiring & Releasing a Club Manager:  The Club Management Team (CMT), when applicable with or without the current Club Manager, will be responsible for interviewing all Candidates for the open Club Manager position and narrowing the Candidates to a short list to be presented to the Executive Board for further review and interviews.  The Executive Board will present their first choice along with a compensation package to the Active Membership for discussions and a Motion to accept the Candidate for the Club Manager's position.  If the Club Manager needs to be disciplined, it shall be the responsibility of the CMT.  The Club Manager will be covered by a financial blanket bond paid by the I.C.C., and coverage amounts shall be established by the Executive Board.  The Club Manager will report to, take direction from and serve on the CMT, and provide monthly written and oral reports at each Executive Board meeting and if required at each Active Membership meeting.  Only the Executive Board by a two-thirds (67%) vote can release (fire) the Club Manager.

Article 14, Section 3 - General Authority & Responsibilities:  By way of examples only, the Club Manager has the overall authority and responsibility for hiring, training, managing, scheduling and releasing all Club Employee(s), and will be held accountable for the Club management, operations, procedures, and ordering of all necessary re-sellable items, and any materials and/or products used to provide a Club service or consumable.  The Club Manager will be required to maintain certain equipment and track purchases and sales, plus manage and record all cash receipts, deposits, payroll, and maintain financial monthly records to be used by the Club Treasurer and the Outsource Accounting Firm, the CMT, the Executive Board and/or various Committees.  Additionally, the Club Manager is responsible for the Club's Kitchen operations, Chef(s), advertising, promotions, cleanliness, general security, posting of all required bullitens and direction all Vendors, Suppliers and Providers regarding their services rendered.

Article 15
By-Laws and Amendments

Article 15, Section 1 - Any Active Member may suggest an Amendment, addition and/or deletion to the I.C.C. By-Laws, at any point in time.  Active Member's suggestion(s) shall be in written format, referencing the appropriate Article and/or Section, and shall be presented to the Executive Board at an Active Membership meeting.

Article 15, Section 2 -  The Active Member's written suggestion(s) shall include both the suggestion(s) and the reason for the request(s).  The Secretary will then read the presented written suggestion(s) and reasoning to the Active Members present.  The President will the ask for an Active Membership show of hands in favor of pursuing the presented suggestion(s), and if a majority of the Active Membership present is in favor of the suggestion(s), the President will direct the Secretary to formally include the Active Member's written suggestion document and support vote tally into the meetings minutes.

Article 15, Section 3 - Within forty-eight (48) hours of the Active Membership meeting's adjournment where the Active Member's suggestion(s) were introduced, the President will make a copy of the Active Member's original suggestion(s) document and present it to the I.C.C. Outsource Professional Attorney representative for review, consideration and recommendation.  If the Attorney believes that a conflict exists with the current By-Laws or that the suggestion(s), if implemented, will cause possible counterproductive ramifications, the Attorney will advise the President accordingly.  If the Attorney believes that the suggestion(s) are with conflict, the Attorney shall re-write the suggestion(s), into draft acceptable language, ensuring appropriate placement of any Amendment and/or new Article(s)/Section(s), and amending any necessary current Article(s)/Section(s) accordingly.  Then the Attorney shall forward the draft revised By-Laws to the Club's Accounting Firm for further review, consideration and determination regarding any relative issues, including potential impact on the Club's Non-Profit 501(c)(7) status.  Upon the Club's Attorney will present the draft revised By-Laws with written findings and comments to the Club's President.

Article 15, Section 4 -  The Executive Board will review the final draft revised By-Laws and the Club's Attorney's written findings and comments.  The Executive Board shall develop a brief message defining the changes, have it printed on post cards, and mail them to all Active Members inviting them to pick-up a copy of the draft-revised By-Laws at the Club for review prior to the up-coming Active Membership meeting.

Article 15, Section 5 - The President may request that the Secretary read the applicable text of the draft revised By-Laws during the Active Membership meeting prior to requesting a Motion to Approve the draft revised By-Laws as presented.  Additionally, the President may request that the Motion include a closed ballot vote procedure, therefore protecting everyone's best interest regarding potential controversy.  Upon the Motion's second, discussion should take place and following an appropriate exchange among the Active Members, a vote should take place on the Motion.  If the Motion is approved by a two-thirds (67% of the Active Members present), the draft-revised By-Laws shall be denied as presented and the Motion complete.  The President shall not accept any Active Member(s)' Motion(s) using revised or new language relative to the draft revised By-Laws Motion just defeated.  However, the President may accept any Active Members suggestions for changes unrelated to those just disapproved.

Aticle 16
Ratification

Article 16, Section 1 - The Active Members of the I.C.C. duly adopted the previously approved I.C.C. By-Laws on August 20, 2007.  Following a comprehensive review of the By-Laws, it was determined that certain conflicting language existed, that relative Club practives and/or procedures were not appropriately documented, and that additional clarifications regarding various Articles and Sectionss were required to appropriately reflect the intent of the By-Laws.

Article 16, Section 2 -  We, the current Club Officers and Trustee's Chairmen, on behalf of the I.C.C. Active Membership, and following an approved Active Membership Motion to adopt these By-Laws, hereby affix our signatures to these Amended By-Laws, and therefore effectively enact these By-Laws that shall supersede all previous By-Laws, inclusive of Amendments, on this 21st day of july, 2008.

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