Bylaws

 

OF

AMERICAN ROMANIAN ACADEMY OF ARTS AND SCIENCES

 

ARTICLE I NAME AND PRINCIPAL OFFICE

 

Section 1.

 

The name of the organization shall be AMERICAN ROMANIAN ACADEMY OF ARTS AND SCIENCES.

Section 2.

 

The principal office for the transaction of business of the Corporation is hereby fixed and located at One Shields Avenue, Davis, CA 95616, County of Sacramento, and State of California. The Board of Directors may at any time or from time-to-time change the location of the principal office from one location to another in said State.

 

ARTICLE II PURPOSE

 

The American Romanian Academy of Arts and Sciences (henceforth denominated as ARA or the Academy) is organized exclusively for community benefit purposes under section 501(c)3 of the Internal Revenue Code, or corresponding section of any future federal tax code. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities, or exercise any powers not in furtherance of section 501(c)3 purposes.

The specific purposes of this corporation shall be to:

1. ARA is a scholarly organization dedicated to the analysis, study and dissemination of Romanian contributions and accomplishments. To enhance these efforts, ARA combines Western and Romanian intellectual traditions, encourages communications and serves as a point d'appui in the Western World for Romanian academics and intellectuals.

a. ARA is organized and operated exclusively for scientific, literary and educational purposes. No part of its activities is carrying on propaganda, attempting to influence legislation, participating in any political campaign on behalf of any candidate for public office or engaging in any other practices which would disqualify its exemption from taxation as defined in 26 USCS 501(c)3.

b. ARA is a democratic organization pursuing its goals toward free discussion among its members. ARA only cooperates with other academies and academic institutions and organizations that operate with similar transparency and aspire to similar goals. Nevertheless, ARA is not a political organization and does not as such endorse other organization.

c. Officers and members are encouraged to engage in political activities and assume political positions not using or invoking the name of the Academy in any way what so ever.

2. In order to achieve its goals, ARA is determined to preserve its independence and will not be subordinate to other institutions. This does not prescribe ARA from cooperating with and assisting other organizations that share similar goals and missions.

The general purposes of this corporation shall be to have and exercise all rights and powers conferred on nonprofit corporations under the laws of California, including the power to contract, rent, buy or sell personal or real property, and to engage in any lawful activity necessary, incidental, or conducive to the attainment of the purposes described above, or which may be carried on or done in connection therewith.

 

ARTICLE III MEMBERSHIP AND ACTIVITIES

 

Section 1.

 

The members, their categories, admission procedures and classification of membership.

 

1. The membership of ARA will consist of:

a. Full members.

b. Corresponding members.

c. Honorary members and Emeriti members

d. Benefactors

e. Affiliate members

 

2. Full members.

a. Individuals holding a Ph.D. degree (excepting those outstanding personalities in an area with no Ph.D programs, or individuals  recognized as industry leaders or recipients of international awards in their field of expertise) whose activity, in the field of their specialization, supported by publications or exhibition, is recognized by their respective academic or intellectual circles, and who have expressed their concern for promoting Romania's academic and intellectual life under democratic conditions and free from political pressures.

b. Any member of ARA may recommend to the President, in writing, with supporting documentation, the admission of new members. The President will then consult with a member close to the specialized field of the candidate.

c. If the results of the consultation are favorable, an officer designated by the Secretary General will inform the members of the Academy, in writing, of whatever supporting documentation will be necessary to enable the members to make an informed decision concerning the academic or intellectual activities of the candidate. This communication will describe the candidate's status in his or her country of residence to establish if the candidate is in a position to undertake lasting membership in the Academy.

d. The candidate will be elected to member with two thirds of the vote of members who are voting by mail or e-mail.

 

3.  Corresponding Members.

Qualified people from Romania and the Republic of Moldova may be elected corresponding members. The admission of corresponding members follows the procedure described for full members. The number of corresponding members must not overcome 50% of the number of full members.

Corresponding members, who have a minimum of 10 years of significant activity in ARA and 7 participations at ARA Congresses in the last 10 years, may become Full members per request.

 

4. Honorary and Emeriti members.

On the nomination of the President and with approval of the Board of Directors, persons who have rendered signal services to the Academy or contributed substantially to the realization of Academy's goals may be appointed Honorary Members. Honorary Members are exempt from the annual fee.

ARA members, who have a minimum of 10 years of significant activity in ARA, will become Emeriti Members when they reach the age of 65 and are retired. The number of Emeriti must not overcome 10% of full members. Annual fees are voluntary for Emeriti Presidents and Benefactors, while for the other Emeriti Members, it is 50% of the regular fee.

 

5. Benefactors.

On the nomination of the President and with the approval of the Board of Directors, persons who have offered the Academy substantial support may be appointed benefactors of ARA. Benefactors may also hold another category of membership for which they are qualified and have been duly elected or appointed.

 

6. Affiliate member.

ARA offers this alternative type of membership for people who would like to join, are part of national and international organizations and uphold the Academy mission. To join ARA as an Affiliated Member, the individual should send a Letter of Intent to the Board of Directors for approval.  The decision of acceptance or not as becoming an affiliate member will be provided in writing by the Board of Directors.

 

7. Only Full members can vote.

 

8. Loss of membership will ensue when:

a. A member departs from the stipulations of the article with his or her membership. In this case, the President will notify the Board of Directors of his departure and remind the matter to the Internal Affairs Committee for investigation and decision that will be communicated in a report to the President.

b. A member resigns in a written communication addressed to the President. The resignation is to become effective with the written acknowledgment by the President, who will enter the resignation and its acknowledgment in the minutes of the next meeting of the Board of Directors.

c. A member does not pay the annual fee for two consecutive years and the Treasurer has informed the member that automatic forfeiture will ensue. The Treasurer will enter this dereliction and the ensuing correspondence in the minutes of the next meeting of the Board of Directors.

d. A member engages in activities inimical to the interests of the Academy. In this case, an officer of ARA will address a written report to the Board of Directors, and a majority of the votes is required to expel the member.

e. A member engages in any other offenses deemed as unsuitable by the Board of Directors, which are in violation of the Bylaw requirements documented herein or could have or had a detrimental impact on the organization operation, profile and its members .

f. The provisions of this article apply without deviation to all officers and members in positions of trust with the Academy. If complaint is brought against such individuals, they may provide evidence and testimony in any investigation concerning the complaint but they are suspended from membership in any body or committee discussing the complaint.

 

Section 2.

Activities of the Academy

1. As an institution whose responsibilities include promoting Romanian studies, the Academy intends to introduce and stimulate knowledge of the cultural and scientific values of the Romanian nation in international circles, by encouraging research into various areas of the Arts, Humanities and Sciences. Within a contemporary, democratic framework, ARA will undertake appropriate efforts to examine Romania's past and present as well as its intellectual and academic accomplishments achieved within Romania and throughout the world.

2. The activities of ARA may include congresses, publications, exhibits and festivals.

a. Congresses are annual gatherings of high academic standard in which all members as well as other persons interested in Romania's culture may participate and present papers.

b. ARA publications may consist of: books, periodicals, bulletins and newsletters. The editorial practices of all ARA publications will conform to those followed by scholarly societies in the Unites States. The Board of directors will assign responsibilities of editing ARA publications to an appropriate person.

c. Publications will be published by ARA Publisher, an academic publishing house organized and run by the Academy.

d. Exhibits are generally organized to coincide with the annual congresses but may also occur separately by special decision of the Board of Directors.

d. Festivals are designed to promote and encourage awareness of Romania's contributions to the Performing Arts. They are generally organized to coincide with the annual congresses but may also occur separately by decision of the Board of Directors.

 

ARTICLE IV BOARD OF DIRECTORS

 

Section 1. Powers

Subject to the limitation of the Articles of Incorporation, of the Bylaws and of the laws of the State of California, all corporate powers shall be exercised by or under authority of the Board of Directors.

 

Section 2. Number

The number of directors shall be not less than 5 and not more than 7.

 

Section 3. Composition

The Board of Directors shall be composed of independent, directors committed to furthering the purposes of this Corporation. An independent director is someone with only nontrivial professional, familial, or financial connection to the corporation, or any other employee of the corporation is his or her directorship.

 

Section 4. Selection of Directors

  • The Governance/Nominating Committee shall present a list of nominees for each Directorship to the Board of Directors at least five (5) days before the Annual Meeting. Consent will be obtained from the nominees before placing their names on the ballot.

  • The President shall accept nominations for directors of the Corporation from the floor at the Annual Meeting.

  • All Board members shall be encouraged to submit names of nominees upon receiving consent from the nominees.

  • All additions to the list of nominees shall have a place on the ballot.

  • Directors shall be elected by the Board of Directors at the Annual Meeting. The directors shall be elected by the vote of the directors then in office; and those persons who receive the highest number of votes at a meeting at which a quorum is present shall be deemed to have been elected. If any director so demands, the election of directors shall be by ballot.

 

Section 5. Duties of Directors

It shall be the duty of the Board of Directors to direct and monitor the affairs of the Corporation in furtherance of its purpose, recruit, nominate and approve new Directors, and represent the interests of the organization’s stakeholders. Each director also assumes the following duties and obligations to the Corporation:

  • to act honestly in the best interests of ARA;

  • to use care and diligence in performing the functions of a Director of ARA;

  • to apply skills relevant to the office of Director of ARA and use them in pursuance of ARA objectives;

  • to use the office of Director only for proper purposes;

  • not to make improper use of information gained in the position of Director;

  • to avoid conflict of interest;

  • to use independent judgment;

  • to ensure that confidential information is kept confidential to ARA;

  • not to engage in conduct to bring ARA into disrepute;

  • to attend and participate in Board meetings;

  • to make reasonable enquires to ensure ARA is operating efficiently, effectively and legally toward achieving its goals;

  • to undertake diligent analysis of all proposals placed before the Board;

  • to actively participate in at least one standing or ad hoc committee of the Board.

  • to promote its purpose and objectives internationally in the interest of its members at large

  • to execute its Board of Directors decisions as planned.

Failure to carry out these duties may be cause for removal from the Board.

 

Section 6. Terms

  • Directors' terms shall be for four (4) years from the Annual Meeting.

  • The term of any Director shall expire at the Annual meeting of the last year of the Director's term.

  • Leaves of absence may be granted to a Director by the President for a period not to exceed one year.

 

Section 7. Vacancies

  • Every effort will be made to fill vacancies in directorships within sixty (60) days of the next regular Board meeting following announcement of vacancy.

  • A Director appointed to fill a vacancy shall serve for the un-expired term of the predecessor in office.

  • A vacancy or vacancies shall be deemed to exist in the case of death, resignation or removal of any director based on Board of Directors decision.

  • Vacancies shall be filled by a majority vote of the Board.

 

Section 8. Removal of Directors

A Director may be removed for cause by a vote of two-thirds (2/3) of the Board of Directors at a meeting duly called and noticed for that purpose as provided by these Bylaws provided, however, that the notice of meeting must specify the name of the Director whose removal will be sought and must specify the grounds on which the removal will be based.

 

Section 9. Place of Meeting

Meetings of the Board of Directors shall be held at any place designated from time to time by consent of the Board or by teleconference, by Skype or by email.

 

Section 10. Annual Meeting

  • The Directors shall hold an Annual Meeting not later than one month before the Annual Congress each year for electing Directors and Officers to the Board. Duly elected Directors shall begin their terms immediately upon election to the Board. Duly elected Officers shall begin their terms in the month following meeting.

  • At this meeting, the Board shall also organize itself to conduct business for the ensuing year, which shall include the election of officers and any business matters as the Directors deem appropriate. The outgoing President shall preside until the election of a successor.

 

Section 11. Other Regular Meetings; Notices

  • Regular meetings of the Board of Directors may be held at some time or times as designated by the Board of Directors.

  • The Secretary of the Corporation, or other person designated by the President, shall deliver written or printed notice of the time and place of regular meetings of the Board and an agenda therefore to each

 

Section 12. Special Meetings

  • Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the President or, if the President is absent or unable or refuses to act, by the Vice-President or one-third (1/3) of the Directors.

  • At least twenty-four (24) hours written notice of the time, place, and purpose of special meetings shall be delivered personally to the Directors, or sent so as to be delivered twenty-four (24) hours before the meeting to each Director at the address as it is shown upon the records of the Corporation, or if it is not so shown on the records or is not readily ascertainable, at the place in which the meetings of the Directors are regularly held. Such delivery as provided for in Section 11.b. above shall constitute personal notice to such Director.

 

Section 13. Waiver of Notice

The transactions at any Directors' meeting at which a quorum is present, however called or noticed, are valid as if taken at a meeting regularly called and noticed and if all Directors agree to a waiver of notice of such meeting, whether prior to or after the holding of such meeting, which waiver shall be filed with the Minutes of the Board.

 

Section 14. Conduct of Meetings

  • Except as otherwise expressly provided in these Bylaws or in the Articles of Incorporation of this Corporation, or by law, no business shall be considered by the Board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the President shall entertain at such meeting is a motion to adjourn. However, a majority of the Directors at such meeting may adjourn to a time certain or until the time fixed for the next regular meeting of the Board.

  • All meetings of Directors shall be governed by Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent or in conflict with these Bylaws, with the Articles of Incorporation of this Corporation, or with law.

  • Meetings of Directors shall be presided over by the President of the Corporation, or in the President's absence, by the Vice-President or in the absence of both, by a President chosen by majority of the Directors present. The Secretary of the Corporation shall act as Secretary of the Board of Directors. In case the Secretary is absent from any meeting of the Directors, the presiding officer may appoint any Director to act as Secretary for that meeting.

  • Meetings must be documented. A formal agenda, attendees and action items list will be documented and maintained at every meeting. The action items will be kept open until the Board of Directors will decide on closure. Records will be maintained for a period of time decided by the Board of Directors and not less than 7 years. See also Sections 16 and 19a.

 

Section 15. Quorum and Voting

  • A quorum shall consist of one more than one-half of the Directors, not counting ex-officio Directors.

  • There shall be one vote per Director.

  • Voting by email or written proxy shall be permitted. A proxy vote must be received in the administrative office prior to the call to order of a Board or committee meeting.

  • Every act or decision done or made by a majority of the Directors present at the meeting duly held at which a quorum is present is the act of the Board of Directors, unless the law, the Articles of Incorporation of this Corporation or these Bylaws require a greater number.

  • Role Call Votes: Upon request of a Director, prior to the vote, a roll call vote shall be taken and recorded.

  • Presiding Officer: The presiding officer shall cast a vote in all matters voted upon by the Board of Directors.

  • In the election of Officers when there is more than one candidate for the same position, the method of voting shall be by secret ballot.

 

Section 16. Action Without A Meeting

Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of such Director. Any certificate or other documents filed under any provisions of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting, and that the Articles of Incorporation and Bylaws of this Corporation authorize the Directors to so act, and such a statement shall be prima facie evidence of such authority.

 

Section 17. Conflict of Interest

No director of this corporation nor any other corporation, firm, association, or other entity in which one or more of this corporation’s directors are directors or have a material financial interest, shall be interested, directly or indirectly, in any contract or transaction with this corporation, unless (a) the material facts regarding that directors financial interest in such contract or transaction or regarding such common directorship, officer ship, or financial interest are fully disclosed in good faith and noted in the minutes, or are known to all members of the board prior to the board’s consideration of such contract or transaction; (b) such contract or transaction is authorized in good faith by a majority of the board by a vote sufficient for that purpose without counting the votes of the interested directors; (c) before authorizing or approving the transaction, the board considers and in good faith decides after reasonable investigation that the corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and (d) the corporation for its own benefit enters into the transaction, which is fair and reasonable to the corporation at the time the transaction is entered into.

This section does not apply to a transaction that is part of an educational or charitable program of this corporation if it (a) is approved or authorized by the corporation in good faith and without unjustified favoritism and (b) results in a benefit to one or more directors or their families because they are in the class of persons intended to be benefited by the educational or charitable program of this corporation. Annually, each Director shall certify, in writing, whether he/she has, or suspects he/she has, a material financial interest, either directly or indirectly, in any contract or transaction of this Corporation.

 

Section 18. Code of Conduct

Directors and Officers of the Corporation shall provide effective, professional and ethical governance on behalf of its stakeholders to ensure the Corporation focuses on its mission and outcomes, resulting in the Corporation’s stability and long-term success. To this end, Directors and Officers:

  • Acknowledge the Corporation’s ,

  • Commit to observing a high standard of ethics and conduct,

  • Will devote their best efforts to the interests of the Corporation and its stakeholders.

  • Will perform their duties as an Officer and Director in such a manner that stakeholder confidence and trust in the integrity, objectivity and impartiality of ARAare conserved and enhanced.

To signify acceptance of, and commitment to this Policy, each Officer and Director will, annually, sign the Corporate Ethics Policy, and such signature will be filed with the Corporation’s Book of Minutes. The Governance Committee of the Board of Directors shall have responsibility to ensure adherence to this Policy.

 

Section 19. Attendance at Board Meetings

  • A record of Director attendance at all meetings shall be established and maintained.

  • Failure to attend seventy-five percent (75%) of regularly scheduled Board of Directors' meetings may constitute cause for removal from the Board.

  • An excused absence from a regular Board of Directors meeting shall be a written or telephone excuse delivered to the Administrative office of the Corporation prior to the meeting specifying the reason for such absence.

  • No action of the Board of Directors, otherwise valid, shall be invalid due to a failure to comply with this Section.

  • The Board may waive any provisions of this section at its discretion.

 

Section 20. Non-Liability of Directors

Directors shall not be personally liable for the debts, liabilities or other obligations of the Corporation and the Corporation shall defend, indemnify and hold them harmless from any claim or cause of action to the extent permitted by law.

 

Section 21. Delegation of Duties

The Board of Directors shall have the power to delegate to the President/CEO, or other employees or agents of the Corporation as from time to time deemed desirable, any duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws, except the duty of adopting, amending, or repealing these Bylaws.

 

Section 22. Ex-Officio Members of the Board

  • Ex-officio members of the Board of Directors may be appointed from time to time by the Board for a specified term. Such members shall generally be accorded all privileges of Board of Directors membership including the right to vote, but may, at the discretion of the Board of Directors, be excluded from Executive sessions.

  • Ex-officio members of the Board of Directors shall generally be accorded all privileges of Board membership, but may, at the discretion of the Board, be denied the right to vote and be excluded from any Executive sessions.

 

ARTICLE V OFFICERS

Section 1. Number and Titles

  • The Officers of the Corporation shall be a President, a Vice-President, a Treasurer and a Secretary.

  • Any officer may hold only one office.

 

Section 2. Qualifications

Only members of the Board of Directors are qualified to be an Officer of the Corporation.

 

Section 3. Nominations

  • Nominations for Officers of the Corporation shall be accepted by the President at the Annual Meeting.

  • All Board members shall be encouraged to submit to the Governance/Nominating Committee names of nominees upon receiving consent of the nominees.

  • All additions to the list of nominees shall have a place on the ballot.

 

Section 4. Election, Terms of Office

  • All Officers of the Corporation, other than those appointed pursuant to Section 7 of this Article, shall be elected by the Directors at the Annual Meeting.

  • A term as Officer is defined as four (4) years.

  • All ballots shall be publicly counted and results for each candidate publicized.

  • The candidate chosen shall be the person receiving the majority of votes in the secret ballot.

  • Re-voting in the case of a tie shall also be done by secret ballot.

  • If there is not an absolute majority, there will be re-voting of the top two candidates for an office.

 

Section 5. Subordinate Officers

The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers or agents shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.

 

Section 6. Removal and Resignation

  • Any Officer may be removed, with cause, by two-thirds (2/3) of the Directors at the time in office, at any regular or special meetings of the board, and such Officer shall be removed should the Officer cease to be qualified for the office as herein required.

  • Any Officer may resign at any time by giving written notice to the Board of Directors, or the President or Secretary of the Corporation. Any such resignation shall take effect at the date of the receipt of such notice, or at any later time specified therein, if agreeable to a majority of the Board and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

 

Section 7. Vacancies

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any Officer shall be filled by the Board of Directors for the unexpired portion of the term within sixty (60) days of the vacancy, if possible. Such unexpired portion shall not be considered as part of the term specified in Section IV. In the event of a vacancy in any office other than that of the President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in an office or office appointed at the discretion of the Board pursuant to Section 5 above may or may not be filled, as the Board shall determine.

 

Section 8. President

  • Is a member of the Board

  • Is an US or Canadian citizen.

  • Supervise and administer the affairs of the Corporation

  • Work with the Board in achieving the organization's mission

  • Provides leadership to the Board of Directors, who sets policy.

  • Encourages Board's role in strategic planning

  • Appoints the chairpersons of committees, in consultation with other Board members.

  • Serves as a member of committees and attends their meetings when invited.

  • Discusses issues confronting the organization with the Board.

  • Helps guide and mediate Board actions with respect to organizational priorities and governance concerns.

  • Monitors financial planning and financial reports.

  • Evaluates annually the performance of the organization in achieving its mission.

  • Performs other responsibilities assigned by the Board.

 

Section 9. Vice-President

This position is typically successor to the President position. In addition to the responsibilities outlined in the Committee Member job description, this position:

1. Is a member of the Board

2. Performs President responsibilities when the President cannot be available.

3. Reports to the President.

4. Works closely with the President and other Board members.

5. Participates closely with the President to develop and implement officer transition plans.

6. Performs other responsibilities as assigned by the Board.

 

Section 10. Secretary

  • Is a member of the Board

  • Maintains records of the board and ensures effective management of organization's records

  • Prepares minutes of board meetings

  • Ensures minutes are distributed to members shortly after each meeting

  • Is sufficiently familiar with legal documents (articles, by-laws, IRS letters, etc.) to note applicability during meetings

  • Certify the original, or a copy, of these Bylaws as amended or otherwise altered to date.

  • The Secretary will maintain a record of attendance of all Board members at all regular and special meetings of the Board.

 

Section 11. Treasurer

  • Is a member of the Board.

  • Manages finances of the organization.

  • Provides annual budget to the board for approval

  • Ensures development and board review of financial policies and procedures

  • Render to the President and Directors as required, an account of any or all transactions as Treasurer and of the financial condition of the Corporation.

  • Prepare and submit to the Board quarterly reports on the financial activities of the Corporation, membership updates and such other regular reports as the Board may determine.

  • Prepare and submit quarterly to the ARA Principal Office all supporting documents of the financial activities of the Corporation.

 

ARTICLE VI COMMITTEES AND TASK FORCES

 

Section 1. General (Composition, Terms and Authority)

  • The Corporation shall have such standing committees, advisory committees or task forces as shall, in the opinion of the Board, be necessary to the proper functioning of the Corporation.

  • All standing committees shall have not less than three (3) and not more than five (5) voting members.

  • All committees and task forces, may be composed in part of persons who are not members of the Board as the Board may from time to time determine. In all cases, the Chair of each standing committee shall be a member of the Board of DirectorsChairpersons of task forces, advisory committees and working groups need not be members of the Board.

  • Members of such committees, task forces and working groups shall be nominated by the committee Chair and ratified by the Board.

  • The term of the Chair and members of the standing committees shall be of two (2) years.

 

Section 2. Internal Affairs Committee

The Internal Affairs Committee shall have responsibility for advising and making recommendations to the Board of Directors, and implementing Board policy in the development of the Corporation, reviewing and guiding accounting and audit practices of the Corporation, grievance and publications.

Specific financial duties of the Committee shall include:

  • Finances and Audit:

    • Assure adequate audit and accounting practices.

    • Report quarterly (or as often as directed) to the Board of Directors on the financial performance of the Corporation.

    • Present resource requirements to the Board.

  • Grievance:

    • Any member of ARA may address to the ARA President a written complaint with regard to violations of the Bylaws, activities inimical to the aims of the Academy, financial irregularities. This complaint, with a full, accurate and documented presentation of the facts, must be signed by the complainant and notarized by a notary public. The complaint will be treated as a confidential document.

    • The President will expeditiously submit the complaint with its documentation to the Grievance Committee of its investigation. A determination of the facts should be forthcoming from the Grievance Committee not more than 90 days from the ARA President's submission. If the committee requires an extension, the ARA President may grant such an extension, not to exceed 30 days. The determination of the Grievance Committee shall be submitted to the Executive Committee for its decision as to ARA appropriate action. This decision will be communicated to the complainant by registered letter signed by the Academy's President. The complainant retains the right of appeal to the next meeting of the General Assembly.

    • The Internal Affairs Committee shall appoint an Arbitrator/Mediator to lead the mitigation of a complaint. The Arbitrator/Mediator could be from inside ARA or a representative of an outside enforcement Agency subcontracted by ARA. The Internal Affair Committee or Arbitrator/Mediator decision made after completion of the investigation is final. In addition, the decision is not contestable outside ARA. Any decisions made outside ARA that circumvent the Internal Affairs Committee are null.

  • Publications: At the request of editors of ARA publications, within their area of competence, members of this committee report on works submitted for publication and provide policy guidance for the publications editors.

 

Section 3. External Affairs Committee

The External Affairs Committee shall have responsibility for advising and making recommendations to the Board of Directors, and implementing Board policy in the development of the Corporation, fundraising, public relations and marketing. This committee will work under the general supervision of the ARA President. The funds raised by this committee represent assets of the Academy and are used for the general development of the Academy.

External Affairs Committee is managed by the Regional Branch Chairs, which consist of at least five members (at least one for each of the following countries: USA, Romania, Canada, Republic of Moldova and Western Europe). They are appointed by the President in consultation with the Vice President and General Secretary. The Regional Branch Chairs assist the local organizing committee of the annual congresses and carry out all the other tasks as may be assigned by the President, Vice-President and General Secretary.

 

Section 4. Governance/Nominating Committee

The Governance/Nominating Committee shall have responsibility for advising and making recommendations to the Board of Directors, and implementing Board policy in the development of the Corporation, in recruiting new members, conducts orientation, produces board materials, and is responsible for recruiting tomorrow's leaders.

The Governance/Nominating duties of the Committee as specified from time to time by the Board of Directors shall include but not be limited to:

  • Recruit, nominate and orient new Directors.

  • Assure racial, gender and cultural diversification of the Board.

  • Recommend the types and functions of Board committees.

  • Recommend committee assignments of Directors

  • Design and implement an on-going program of Board information, education and team building.

  • Ensure adherence to the Corporations ethics policies and annually obtain signed Code of Conduct and Conflict of Interest statements from each Officer and Director.

 

Section 5. Operations and Authority of Committees

Operations: The Committees will keep adequate minutes of its proceedings, and will report on its actions and activities at the next quarterly meeting of the Board. Committee members will be furnished copies of the minutes of each meeting and any action taken by unanimous consent.

Authority: The Board of Directors may delegate to such Committee any of the powers and authority of the Board in the management of the business and affairs of the Corporation, except the power to adopt, amend, or repeal the Bylaws, provided that the designation of such Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on it or such Director by law, by the Articles of Incorporation of this Corporation, or the Bylaws. By a majority vote of its members, the Board may at any time modify or revoke any or all of the authority so delegated, increase or decrease the number of its members, and fill vacancies therein from the members of the Board. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Corporation and the Committee will take all necessary steps to preserve the privileged nature of those communications. The Committee may form and delegate authority to subcommittees and may delegate authority to one or more designated members of the Committee. Any action taken pursuant to this section shall be reported to the full Board at the next regularly scheduled meeting.

 

ARTICLE VII FISCAL AFFAIRS (EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS)

 

Section 1. Fiscal Year

The fiscal year of the Corporation shall be from January 1 through December 31 of each year.

 

Section 2. Execution of Instruments

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution, authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authority may be general or confined to specific instance. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or render it liable for any purpose or in any amount.

 

Section 3. Checks and Notes (Signatures)

  • Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, all checks, drafts, and orders for payment of money shall require one (1) signature.

  • For the purposes of (a) above, any one (1) of the following signatures may be used (in order of preference): President or Treasurer.

  • The Board of Directors may (from time to time) designate more than one (1) signature on all evidence of indebtedness.

  • Two officers should have access to the Academy Bank accounts: President and Treasurer.

 

Section 4. Deposits

All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, savings and loan associations, or other depositories as the Board of Directors may select.

 

Section 5. Audit

The Board of Directors shall annually cause an audit to be conducted of the books and accounts of the Corporation by an independent auditor or certified public accountant. Such audit shall summarize the Corporation's activities for the preceding year and shall include the audited financial statements as of the close of business of the Corporation's fiscal year.

 

ARTICLE VIII CORPORATE RECORDS AND REPORTS

Section 1. Minutes of Meetings

  • The Corporation shall keep at its principal office or at such other place as the Board of Directors may order, a book of minutes of all meetings of Directors with the time and place of holding, whether regular or special, or if special, how authorized, the notice given, the nameof those present and the proceedings thereof.

  • The Corporation shall keep at its principal office a minute book and an attendance register of all committees and Work Group meetings with the time and place of holding, the appointed Chair and members, specific duties and purpose and terms of existence set forth in written charge.

 

Section 2. Books of Account

The Corporation shall keep and maintain at its principal office adequate and correct accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

 

Section 3. Inspection of Records by Directors

Every Director shall have the right at any reasonable time during office hours to inspect all books, books of account, records, documents of every kind, and the physical properties of the Corporation.

 

Section 4. Corporate Seal

The Board of Directors may adopt, use and at will alter, a corporate seal. Such seal, if adopted, shall be affixed to all corporate instruments when required or deemed desirable, but failure to affix it shall not affect the validity of any such instrument.

 

ARTICLE IX. DISSOLUTION CLAUSE

ARA may be dissolved only with authorization by its Board of Directors given at a special meeting called for that purpose and with subsequent approval by a minimum two-thirds (2/3) vote of the Voting Members (status determined by Membership Committee). Upon dissolution or other termination of ARA, all remaining assets of ARA, after payment in full of all its debts, obligations, and necessary final expenses, or after the making of adequate provision therefore, shall be distributed to such tax-exempt organizations (with purposes similar to those of ARA) as shall be chosen by the then existing Board of Directors of ARA.

 

ARTICLE X. AMENDMENTS

 

Section 1. Effective Date

These Bylaws were originally adopted on September 21, 2016. The present Bylaws replace the Academy Bylaws of February 15, 2004.

 

Section 2. Adoption, Amendment, Repeal by Directors

The Board of Directors may at any special or regular meeting of the Board at which a quorum is present, by majority vote, adopt, amend or repeal these Bylaws provided that written notice of such meeting and of the proposed motion to adopt, amend or repeal a Bylaw(s) is delivered to each Director at least five (5) days prior to the date of such meeting. Such notice shall include the exact language of the Bylaw to be adopted, amended or repealed.

 

 

 

© 2019 by American Romanian Academy of Arts and Sciences