Polish Student Organization, Inc.
The name of the Corporation shall be:
Polish Student Organization, Inc.
The principal office of the Corporation shall be located in the City of New York, N.Y.
The Corporation may have such other offices.
Purposes and Objective
Section 1 .
(a) To stimulate and unify action of young people and students of Polish ancestry in the United States within the lawful limit of their rights and duties as citizens, permanent residents and visitors of the country.
(b) To educate and instruct young people and students of Polish ancestry with their rights, privileges and duties of American citizenship.
(c) To be active in the direction of closer and deeper cooperation of the American democracy with the young people and students of Polish ancestry in the field of educational, social, and cultural life.
(d) To establish a special fund for the purpose of high education support for the young generation of Polish ancestry.
The corporation shall realize its aims through:
(a) publishing books, scholarly works, as well as bulletins and reports,
(b) promoting studies and collaborating with similar organizations,
(c) accepting and granting scholarships,
(d) organizing lectures and meetings.
The Board of Directors may determine other forms of activities as the affairs of the Corporation may require.
The Corporation shall have three (3) classes of members, namely:
(a) Honorary membership - shall be the highest distinction the Corporation may confer upon a person, in recognition of exceptional merits consonant with the aims and principles of the Corporation.
(b) Life membership - shall be conferred upon a person or institution who contribute at least $1,000.
(c) Regular membership - shall be acquired by a person paying annual dues of $10 or an institution paying annual dues of $100.
Any such member may be exempted by the Board of Directors from paying of all or part of the applicable annual membership dues.
The Board of Directors may decide upon the change of the amount of membership dues and donations and such changes shall not be construed as amendments to these By-Laws.
Members shall be accepted by the Board of Directors. An affirmative vote of two-thirds of the Directors shall be required for election.
Any member may resign by filling a written resignation with the Secretary, but such resignation shall not relieve such member from the obligation to pay any dues, or other charges.
All members may be from time to time invited by the Board of Directors to participate in a meeting to hear the reports about the affairs of the Corporation.
Meetings of Members
Par. 1. An annual meeting of the members shall be held in the month of May in each year, beginning with the year 1993, for a purpose of electing Directors and Officers, and for transaction of such other business as may come before the meeting.
Par. 2. If the election of Directors or Officers shall not be held on the day designated herein for any annual meeting, the Board of Directors shall cause the election to be held at a special meeting of the members as soon as conveniently may be.
Special meetings of the members may be called by the President, Vice President, the Board of Directors, the Board of Control, or not less than one-tenth of the members having voting rights.
The Board of Directors may designate any place, either within or without the State of New York as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors.
Par. 1. Written notice stating the place, day, and hour of any meeting of members shall be delivered either personally, by mail or by electronic mail, to each member entitled to vote at such meeting, not less than fourteen days before the date of such meeting.
Par. 2. In case of a special meeting or when required by these By-laws, the purpose or purposes for which the meeting is called shall be stated in the notice.
Any action required by law to be taken at a meeting of members, or any action which may be taken at the meeting of members, may be taken without a meeting, if all of the members entitled to vote with respect to the subject matter voted, and the majority of the votes was affirmative.
Par. 1. The members holding one-tenth of the votes shall constitute a quorum at such meeting.
Par. 2. If a quorum is not present at any meeting of members, a majority of the members present may adjourn such meeting without further notice.
Par. 3. At any meeting of members a member entitled to vote may vote by proxy executed in writing by the member.
Par. 4. Election of Directors or officers may be conducted by mail or by electronic mail, in such manner as the Board of Directors shall determine.
Board of Directors
Par. 1. The affairs of the Corporation shall be managed by its Board of Directors.
Par. 2. Directors need not to be residents of the State of New York.
Par. 1. The number of Directors shall be not less than three.
Par. 2. Each Director shall hold office until the next annual meeting of members and until his or her successor shall have been elected.
The regular Annual Meeting of the Board of Directors shall be held without other notice than these By-laws, immediately after, and the place as the annual meeting of members.
Par. 1. Special meetings of the Board of Directors may be called by or at the request at the President or any two Directors.
Par. 2. The person or persons authorized to call special meetings of the Board of Directors may fix any place, as the place for holding any special meetings of the Board of Directors.
Par. 3. Notice of any special meeting of the Board of Directors shall be given at least five days before the date of such meetings.
Par. 4. The presence of a majority of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors; however, if less than a majority of the Directors is present at the said meeting, the majority of the Directors present may adjourn the meeting for another date.
Par. 5. A new notice of the adjourned meeting shall be mailed to each Director at least five days before the date of such adjourned meeting.
Par. 6. At any adjourned meeting a quorum shall constitute of one-third of the Board.
Par. 1. Directors as such shall not receive any stated salaries for their services.
Par. 2. The Board of Directors may authorize payment for the reasonable expenses incurred by the Officers of the Corporation, may establish such salaries or remunerations for the service of Officers and employees as they deem necessary, and may make provision in the annual budget of the Corporation for such administrative expenses as they consider necessary for the proper management any growth of the affairs of the Corporation.
Board of Control
The Board of Control shall be composed of the Director and two members.
[an individual to be nominated/elected to an office position, one must be a member of PSO for at least 8 months]
The Board of Control shall have the power to control activity of the Board of Directors, the Executive Committee, and any committees of the Corporation.
In case of any violation of the regulations of the Corporation by the Board of Directors, the Executive Committee, or any committees of the Corporation, the Board of Control shall have the power to call special meeting of the members.
The Board of Control is authorized to establish its own rules, and the disciplinary procedures for adjudication of its own charges against members of the Corporation for the violation of the regulations of the Corporation.
Par. 1. The Officers of the Corporation shall be:
President, Vice President, Secretary, Treasurer, the Director of the Board of Control, the Executive Director, and such other Officers as may be elected by the Board of Directors from among its own members at the regular Annual Meeting of the Corporation.
Par. 2. Any Officer of the Corporation should have completed at least two years of university level education.
Par. 3. Any two or more offices may be held by the same person with two exceptions:
(a) the offices of President and Secretary shall not be held by the same person,
(b) any Officer of the Board of Control shall not held any other office in the Corporation..
Par. 4. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently it may be.
Par. 5. Such Officers shall hold office for one year or successors shall have been chosen.
Par. 6. New offices may be created and filled at any meeting of the Board of Directors.
Par. 7. A vacancy in any office because of resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Par. 1. The President shall be the principal executive officer of the Corporation and shall in general supervise and control all the business and affairs of the Corporation.
Par. 2. He or she shall preside at all meetings of the members, the Board of Directors, and the Executive Committee.
Par. 3. The President shall have other powers and duties as are incidental to his or her office, or as may be determined by the Board of Directors.
Par. 1. In the absence or disability of the President, the Vice President shall perform the duties of the President.
Par. 2. The Vice President shall perform such other duties as from time to time may be assigned to him or her by the Board of Directors.
Par. 1. The Treasurer shall have the care and custody of all funds, securities and other property belonging to the Corporation and shall in accordance with the designation of the Board of Directors invest or deposit them in banks or trust companies, or invest them in securities.
Par. 2. The Treasurer must be a citizen or a permanent resident of the United States of America.
Par. 3. The Treasurer shall keep complete and accurate records of all dismemberments, receipts, assets and liabilities of the Corporation and shall prepare financial statements and reports whenever requested by the Board of Directors and by the federal, state, or municipal authorities.
Par. 4. Any financial related decisions, except petty cash, shall require written consent of the Treasurer and either the President or the Vice President.
Par. 5. The accounts of the Corporation shall be audited at least once a year by a Certified Public Accountant designated by the Board of Directors.
Par. 1. The Secretary shall prepare and keep the agenda and the minutes of all the meetings of the Board of Directors and shall supervise the preservation thereof in a proper book provided for that purpose and kept in the office of the Corporation.
Par. 2. He or she shall have custody of all the records and files of the Corporation, except of those related to the finances of the Corporation, which are in the custody of the Treasurer.
The Executive Director shall have, subject to general control of the Board of Directors, charge of all matters of administration and supervision over the affairs of the Corporation.
The Executive Committee shall be deemed to be in continuous session and shall make decisions by a majority of votes, without any formal notice of the meeting.
In the intervals between the meetings if the Board of Directors, the Executive Committee shall have the immediate charge and management of the currant affairs of the Corporation, of which it shall report to the Board of Directors at its next meeting.
The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more members of the Corporation.
Each member of a committee shall continue as such until the next annual meeting of the members of the Corporation and until his or her successor is appointed.
One member of each committee shall be appointed chairman by a person or persons authorized to appoint the members thereof.
Each committee may adopt rules for its own government not inconsistent with these By-laws or with the rules adopted by the Board of Directors.
The State Division shall be composed of the Corporation residing in geographical area of said district.
The annual meeting of each State Division should be held no later than October 15th each year.
Par 2. It will elect the officers of the State Division.
The officers of the State Division shall be a President, a Secretary, a Treasurer, and such other officers may be elected if the particular State Division deems necessary.
The duties of the officers of a State Division shall be as those of the Corporation.
If it becomes necessary, the State Division may organize in certain localities, sections of their State Division to be called Chapters. These Chapters are dependent and subject to control by the State Divisions which establishes them.
The Board of Directors may authorize any officer of officers, in addition to the officers so authorized by these By-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to a specific instances.
The fiscal year of the Corporation shall begin on the first day of April and end on the last day of March in the next year.
Amendments to the By-Laws
These By-laws may be altered, amended or repealed and new By-laws may be adopted by a majority at any regular meeting or any special meeting of the members or of the Board of Directors present. In case of the regular meeting or special meeting of the Board of Directors, at least a ten-day written notice of intention to alter, amend, repeal, or adopt new By-laws at such meetings shall be given, and such changes of the By-laws shall be accepted by the majority of members present at the nearest annual meeting of the members, otherwise the previous By-laws remain in force.
In the event of the dissolution of the Corporation, all remaining funds in the treasury of the Executive Committee shall be assigned for educational purposes in the Polish Community.