ARTICLE I FORMATION AND START
SECTION 1. FORMATION
Italian American Athletic Clubs Inc., (“IAAC”) was formed in Nevada on August 15, 2016 as a non-profit corporation.
SECTION 2. START AND ANNIVERSARY
The official start date of the IAAC was Columbus Day 2016 (October 10, 2016) which shall be considered the annual anniversary date.
ARTICLE 2 OFFICES
SECTION 1. PRINCIPAL OFFICE
The principal office of the IAAC is located in the city of Las Vegas and County of Clark, State of Nevada, USA.
SECTION 2. CHANGE OF ADDRESS
The designation of the county or state of the IAAC’s principal office may be changed by amendment of these Bylaws. The board may change its principal office from one location to another, named county by noting the changed address and date below, and such changes of address nor require, an amendment of these-Bylaws:
SECTION 3. OTHER OFFICES
The corporation may also have offices at such other places, within or without its state of Nevada, where it is qualified to do business, as its business and activities may require, and as the board may, from time to time, designate.
ARTICLE 3 NONPROFIT PURPOSES
SECTION 1. IRS SECTION 501 (C)(3) PURPOSES
The IAAC is organized exclusively for one or more of the purposes as specified in Section 501 (c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code.
SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES
The specific objectives and purposes of the IAAC shall be: make distribution in the form of scholarships and grants to individuals who are deserving or needy.
ARTICLE 4 BOARD OF DIRECTORS
SECTION 1. NUMBER AND COMPOSITION
- The corporation shall have not less than 5, nor more than 15, members of its board (“the board”).
- The board shall be comprised of people elected by a simple majority of the board (i.e. 50% plus 1 of the members present).
- All Officers shall attend every board meeting but, unless they are elected to the board, they shall have no voting rights.
SECTION 2. QUALIFICATIONS
Other than the board members chosen at the IAAC’s first board meeting (known as, “Charter board members”) or those elected by the board to fill a vacancy prior to Columbus Day 2017, each board member shall:
- Be at least 40 years of age;
- Have participated in not less than one official activity or event: i) during the then current calendar quarter plus ii) the three prior calendar quarters.
SECTION 3. POWERS
Subject to the laws of the state of Nevada, any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the board, the activities and affairs of the IAAC shall be conducted, and all corporate powers shall be exercised by, or under the direction of, the board.
SECTION 4. DUTIES
It shall be the duty of the board to:
- Perform any and all duties imposed on them collectively or individually by Nevada law, the Articles of Incorporation, or these Bylaws;
- Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the IAAC;
- Supervise all officers, agents and employees of the IAAC to assure that their duties are performed properly;
- Meet at such times and places as required by these Bylaws;
- Register their individual addresses with the IAAC’s Secretary so that notices of meetings mailed, emailed or texted to them at such addresses shall be valid notices thereof.
SECTION 5. TERM OF OFFICE
- No board member shall serve for more than 39 consecutive months (i.e. 36 month term plus a maximum of 3 months until the first regular meeting after Columbus Day). Regardless of the month in which each board member began his or her official duties, their term shall expire at the first regular board meeting after the Columbus Day during the third year of their term;
- No board member is eligible to be elected, or serve, a consecutive term;
- Former board members are only eligible for re-election to any elected position after an absence from his or her last elected position of one year, provided that said board member was not removed for cause.
SECTION 6. COMPENSATION
Board members shall serve without compensation except that a reasonable fee may be paid to board members for attending regular and special meetings of the board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.
SECTION 7. PLACE AND TIME OF MEETINGS
Meetings shall be held at the IAAC’s principal office or as otherwise directed by the president or by resolution of the board.
SECTION 8. REGULAR MEETINGS
Regular meetings of the board shall be held once within each calendar quarter (January-March; April-June; July-September; October-December) as follows:
- Prior to the adjournment of each meeting, the board shall approve the place, date and time of the next meeting;
- At any regular meeting of the board, the board may elect new members in order to fill any vacancies. Voting shall be by written ballot. Each board member shall cast one vote per vacancy (i.e. one vote multiplied by the number of vacancies). The candidates receiving the highest number of votes shall fill the vacancies and be deemed elected to serve on the board.
SECTION 9. SPECIAL MEETINGS
Special meetings of the board may be called by the Chairman, president, vice president, secretary, by any two board members, or by any person specifically authorized under Nevada law to call special meetings of the board. Such meetings shall be held at the principal office of the IAAC or at the place designated by the person or persons calling the special meeting.
SECTION 10. NOTICE AND WAIVER OF MEETINGS
Unless otherwise provided by the Articles of Incorporation, these Bylaws, or Nevada law, the following provisions shall govern the giving of notice for meetings of the board:
- Regular Meetings. No notice need be given of any regular meeting of the board.
- Special Meetings. At least one week prior notice shall be given by the Secretary of the IAAC to each board member of each special meeting of the board. Such notice must be by first class mail, email or text, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. Each board member shall, to the best of his/her ability, acknowledge receipt of notice by a return email or text within twenty-four hours of the first such transmission.
- Waiver of Notice. Whenever any notice of a meeting is required to be given to any board member, a written waiver of notice shall be signed by the board member, whether before or after the time of the meeting, such waiver shall be equivalent to the giving of notice.
SECTION 11. QUORUM
A quorum shall consist of 50% plus 1 of the duly elected board members. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or Nevada law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chairman shall entertain at such meeting is a motion to adjourn.
SECTION 12. MAJORITY ACTION BY BOARD ACTION
Insofar as decisions of the board are not inconsistent or in conflict with the Articles of Incorporation, these Bylaws, or Nevada law, every act or decision approved by a majority of the board members present at a duly held meeting, at which a quorum is present, is the act of the board.
SECTION 13. CONDUCT OF MEETINGS
- Meetings of the board shall be presided over by the Chairman which, if no other person has been so designated and approved by a majority of the board, shall be the IAAC’s president; or, in his or her absence, the vice president or, in the absence of both of these persons, by a person chosen by a majority of the board members present at the meeting;
- The secretary shall act as secretary at all meetings, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting;
- Meetings shall be governed by Roberts Rule of Order, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with Nevada law.
SECTION 14. VACANCIES
- Vacancies on the board shall exist upon the death, resignation or removal of any board member.
- Any board member may resign effective upon giving written notice to the Chairman, president, secretary, or the board, unless the notice specifies a later time for the effectiveness of such resignation. No board member may resign if the IAAC would then be left without at least one duly elected or appointed board member in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate Nevada state agency.
- Directors may be removed from office, with or without cause, as permitted by and in accordance with Nevada law.
- Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or Nevada law, vacancies on the board may be filled at any regular or special meeting, by approval of a majority of the board members then present or by a sole remaining board member.
SECTION 15. NONLIABILITY
The board members shall not be personally liable for the debts, liabilities, or other obligations of the IAAC.
SECTION 16. INDEMNIFICATION OF BOARD MEMBERS AND OFFICERS
The board and officers shall be indemnified by the IAAC to the fullest extent permissible under Nevada law.
SECTION 17. DIRECTORS AND OFFICERS LIABILITY INSURANCE
Except as may be otherwise provided under Nevada law, the board shall adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the IAAC (including board members, officers, employees and or others acting on behalf of the IAAC) against liabilities asserted against or incurred by such agent in such capacity or arising out of the agent’s status as such, whether or not the IAAC would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or Nevada law.
ARTICLE 5 OFFICERS
SECTION 1. DESIGNATION OF OFFICERS
The officers of the IAAC shall be one: President, Vice President, Secretary, and Treasurer. The corporation may also have a Chairman, and one or more Assistant vice presidents, secretaries, treasurers, and other such titles as may be determined from time to time by the board.
SECTION 2. QUALIFICATIONS
- Other than the initial officers chosen at the IAAC’s first meeting (known as, “Charter Officers”) or those elected by the board to fill a vacancy prior to Columbus Day 2017, each officer shall be at least 40 years of age and have participated in not less than one official activity or event in each of the four prior calendar quarters.
- The Secretary shall have also earned a law degree.
- The Treasurer shall be, or have been, a licensed certified public accountant.
- Subject to the limitations of Article 4, Section 5 et seq, officers may serve as board members.
SECTION 3. ELECTION AND TERM OF OFFICE
Officers shall be elected by the board, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.
SECTION 4. REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by the board, at any time. Any officer may resign at any time by giving written notice to the board, the president or secretary. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make It effective. This provision shall be superseded a written agreement relating to the employment of any officer and approved or ratified by the board.
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the board. In the event of a vacancy in any office other than that of 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 offices of non-officers appointed at the discretion of the board may or may not be filled as the board shall determine.
SECTION 6. DUTIES OF PRESIDENT
- The president shall be the chief executive officer of the IAAC and shall, subject to the control of the board, supervise and control the affairs of the IAAC and the activities of the officers.
- He or she shall perform all duties incident to his or her office and such other duties as may be required by Nevada law, the Articles of Incorporation, or these Bylaws, or which may be prescribed from time to time by the board.
- Unless another person is specifically appointed as Chairman of the board, the President shall preside at all meetings of the board and at all meetings of the members.
- Except as otherwise expressly provided by Nevada law, the Articles of Incorporation, these Bylaws, or board resolution, the president shall, in the name of the IAAC, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized, approved and or ratified by the board.
SECTION 7. DUTIES OF VICE PRESIDENT
- In the absence of the president, or in the event of his or her inability or refusal to act, the vice president shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions on, the president.
- The vice president shall have other powers and perform such other duties as may be prescribed by Nevada law, the Articles of Incorporation, or these Bylaws, or as may be prescribed by the board.
SECTION 8. DUTIES OF SECRETARY
- The Secretary shall certify and keep at the principal office of the IAAC the original, or a copy, of these Bylaws as amended or otherwise altered to date.
- Keep at the principal office of the IAAC, or at such other place as the board may determine, a book of minutes of all meetings of the board members, and, if applicable, meetings of committees of board members and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given. the names of those present or represented at the meeting, and the proceedings thereof.
- See that all notices are duly given in accordance with Nevada law, or these Bylaws.
- Be custodian of the records and of the seal of the IAAC and affix the seal, as authorized by Nevada law or these Bylaws, to duly executed documents of the IAAC.
- Keep at the principal office of the IAAC a membership book containing the name and address of each member, and, in the case where membership has been terminated, the secretary shall record such fact in the membership book together with the date on which such membership ceased.
- Exhibit at all reasonable times to any board member, on request therefor, the Bylaws, the membership book, and the minutes of the proceedings of the board.
- In general, perform all duties incident to the office of secretary and such other duties as may be required by Nevada law, the Articles of Incorporation, or these Bylaws, or which may be assigned to him or her from time to time by the board.
SECTION 9. DUTIES OF TREASURER
- The Treasurer shall be in charge and custody of, and be responsible for, all funds and securities of the IAAC, and deposit all such funds in the name of the IAAC in such bank or other depositories as shall be selected by the board.
- Receive, and give receipt for, monies due and payable to the IAAC from any source whatsoever.
- Disburse, or cause to be disbursed, the funds of the IAAC as may be directed by the board, taking proper vouchers for such disbursements.
- keep and maintain adequate and correct accounts of the IAAC’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
- Exhibit at all reasonable times the books of account and financial records to any board member of the IAAC, or to his or her agent or attorney, on request therefor.
- Render to the President and board members, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the IAAC.
- Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
- In general, perform all duties incident to the office of Treasurer and such other duties as may be required by Nevada law, the Articles of Incorporation, or these Bylaws, or which may be assigned to him or her from time to time by the board.
SECTION 10. COMPENSATION
- The salaries of the officers shall be fixed from time to time by resolution of the board.
- In all cases, any salaries received by officers of the IAAC shall be reasonable and given in return for services actually rendered to or for the IAAC.
ARTICLE 6 COMMITTEES
SECTION 1. EXECUTIVE COMMITTEE
- The board shall designate an Executive Committee consisting of three (3) board members.
- The Board shall delegate to such committee the powers and authority of the board in the management of the business and affairs of the IAAC, to the extent permitted, and except as may otherwise be provided by Nevada law.
- By a simple majority vote, the board may at any time revoke or modify any or all of the Executive Committee’s authority so delegated, increase or decrease (but not below two) the number of the members of the Executive Committee, and fill vacancies on the Executive Committee from the board.
- The Executive Committee, shall meet not less than monthly, keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.
SECTION 2. AUDIT COMMITTEE
- The board shall designate an Audit Committee consisting of three (3) board members.
- The Board shall delegate to such committee the powers and authority of the board in overseeing the actions of the officers, the board and the IAAC to insure that the letter and spirit of the IAAC’s mission is at least met, to the extent permitted, and except as may otherwise be provided by Nevada law.
- By a 75% majority vote, the board may modify any the Audit Committee’s, increase or decrease (but not below two) the number of the members of the Audit Committee, and fill vacancies on the Audit Committee from the board.
- The Executive Committee, shall meet not less than quarterly, keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.
SECTION 3. OTHER COMMITTEES
- The corporation shall have such other committees as may from time to time be designated by resolution of the board.
- These other committees may consist of persons who are not board members and who shall thus act in an advisory capacity to the president or the board as the case may be.
- These other committees shall be governed by their committee members so long as they are consistent with these Bylaws.
ARTICLE 7 EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The board, except as otherøise provided in these Bylaws, may by resolution authorize any officer or agent of the IAAC to enter into any contract or execute and deliver any instrument in the name of and on behalf of the IAAC, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the IAAC by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by board resolution, or as otherwise required by Nevada law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of the IAAC’s indebtedness shall be signed by the IAAC’s treasurer and countersigned by the president.
SECTION 3. DEPOSITS
All funds of the IAAC shall be deposited from time to time to the credit of the IAAC in such banks, trust companies, or other depositories as the board may select.
SECTION 4. GIFTS
The board may accept on behalf of the IAAC any contribution, gift, bequest, or devise for the nonprofit purposes of the IAAC.
ARTICLE 8 CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office:
- Minutes of all: i) board meetings, ii) executive committee meetings, iii) audit committee meetings and, iv) all members meetings.
- Such minutes shall: i) be in writing; ii) indicate: a) the time, b) place; c) whether regular, or special, d) how called, e) the notice given, f) the names of those present; and iii) describe the proceedings thereof and any resolutions made and or approved.
- Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
- A record of its members indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;
- A copy of the IAAC’s Articles of Incorporation and Bylaws as amended, which shall be open to inspection by the members, of the IAAC upon reasonable request.
SECTION 2. CORPORATE SEAL
The board may adopt, use, and alter, a corporate seal. Such seal shall. be kept at the IAAC’s principal office. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
SECTION 3. BOARD MEMBER INSPECTION RIGHTS
Every board member shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the IAAC’s physical properties and shall have such other rights to inspect the books, records and properties of the IAAC as may be required under the Articles of Incorporation, Nevada law and these Bylaws.
SECTION 4. MEMBERS INSPECTION RIGHTS
Each and every member shall have the following inspection rights, for a purpose reasonably related to such person’s interest as a member:
- To Inspect, at any reasonable time, and copy the record of all members names and voting rights, upon written demand on the secretary, which demand shall state the purpose for which the inspection rights are requested.
- To inspect, at any reasonable time, the books, records, or minutes of proceedings of the board, or committees, upon written demand on the secretary by the member, for a purpose reasonably related to such person’s interests as a member.
- Members shall have such other rights to inspect the books, records and properties of the IAAC as required under the Articles of Incorporation and Nevada law.
SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection may be made in person and the right to inspection shall include the right to copy and make extracts whereby the cost of such inspection and copying shall be borne by the member.
SECTION 6. PERIODIC REPORT
The board shall cause an annual, or periodic reports as required under Nevada law, to be prepared and delivered to the IAAC’s office or to the members, to be so prepared and delivered within the time limits set by law.
ARTICLE 9 IRC 501 (c) (3) EXEMPTION PROVISIONS
SECTION 1. LIMITATIONS ON ACTIVITIES
No substantial part of the activities of the IAAC shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501 (h) of the Internal Revenue Code], and the IAAC shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other Nevada law, or these Bylaws, the IAAC shall not carry on any activities not permitted to be carried on: a) by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code, or b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code.
SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT
No part of the net earnings of the IAAC shall inure to the benefit of, or be distributable to, its members, board members or trustees, officers, or other private persons, except that the IAAC shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the IAAC.
SECTION 3. DISTRIBUTION OF ASSETS
Upon the dissolution of the IAAC, its assets remaining after payment, or provision for payment, of all debts and liabilities of the IAAC shall be distributed for one or more exempt purposes within the meaning of section 510 (c) (3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable laws of the state of Nevada.
SECTION 4. REQUIREMENTS AND RESTRICTIONS
In any taxable year in which the IAAC is a public charity as described in the Internal Revenue Code, the IAAC
- Shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code;
- Shall not engage in any act of self-dealing as defined in Section 4941 (d) of the Internal Revenue Code;
- Shall not retain any excess business holdings as defined in Section 4943 (c) of the Internal Revenue Code;
- Shall not make any investments in such manner as to subject the IAAC to tax under Section 4944 of the Internal Revenue Code; and
- Shall not make any taxable expenditures as defined in section 4945 (d) of the Internal Revenue Code.
SECTION 5. AMENDMENT
Subject to the power of the members of the IAAC to adopt, amend or repeal the Bylaws of the IAAC and except as may otherwise be specified under Nevada law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the board.
ARTICLE 10 CONSTRUCTION AND TERMS
- If there is any conflict between Nevada Law, these Bylaws and the Articles of Incorporation of the IAAC, the Articles of Incorporation shall govern.
- Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
- All references to the Articles of Incorporation shall be to the Articles of Incorporation of the Italian American Athletic Club, Inc.
- All references herein to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding Nevada law or any future federal tax code.