Passed September 3, 2016
MACEDONIAN PATRIOTIC ORGANIZATION
OF THE UNITED STATES AND CANADA
The name of this corporation shall be the Macedonian Patriotic Organization of the United States and Canada, hereinafter referred to either as the Macedonian Patriotic Organization or MPO.
Section 1. Purpose:
A. The Macedonian immigrants of the United States and Canada, as well as their descendants, realizing the necessity of joint organized activity for the liberation of Macedonia, formed the Macedonian Patriotic Organization with the slogan “Macedonia for the Macedonians.”
B. MPO is an Indiana nonprofit corporation. It works for the patriotic, religious, cultural and educational development of the Macedonian immigrants and their descendants. To implement its purpose and mission, MPO shall have all the grants and powers vested to it as a nonprofit corporation by the laws of the State of Indiana.
C. MPO is organized and operated exclusively for the purposes described in section 501(c)(3) of the United States Internal Revenue Code (the “Code”) and is exempt from federal income tax. MPO shall not engage in any activity prohibited under Section 501(c) (3) of the Code. MPO shall not operate for the benefit of private interests; permit its earnings to inure to the benefit of any private individual; or directly or indirectly participate in, or intervene in, any political campaign on behalf of (or in opposition to) any candidate for elective public office.
Section 2. The Aim of MPO is:
A. to strengthen the feelings of loyalty and patriotism among the immigrants and their descendants toward the respective countries where they live: the United States, Canada and other countries.
B. to strive, in a legal manner and in accordance with Section 501(c)(3) of the Code, for the establishment of Macedonia as an independent state unit within her historic and geographic boundaries, so that the ethnic, religious, cultural and political rights and liberties for all citizens shall be constitutionally guaranteed.
Section 3. MPO’s Means:
A. For the accomplishment of the foregoing, MPO employs the following means:
1. It establishes in the United States, Canada and other countries local MPO Chapters, each of which MPO Chapter shall operate as divisions of MPO. Each MPO Chapter shall have a distinct name.
2. It publishes newspapers, books and pamphlets to disseminate the truth regarding the just cause of Macedonia, and informs the public opinion on the correct solution of the Macedonian problem.
3. It establishes connections all over the world with legal Macedonian organizations striving for the same purposes.
4. It organizes conventions, meetings, lectures and promotes discussions for the popularization of the aim of the organization, and initiates the arrangement of activities of a cultural, religious, social and charitable beneficial character.
MPO CHAPTERS AND MEMBERSHIP
Section 1. MPO Chapters:
A. In every part of the United States, Canada and other parts of the world, wherever conditions exist, MPO may establish local MPO Chapters, operating each MPO Chapter as a division of MPO. The MPO Central Committee of Trustees shall establish each new MPO Chapter in accordance with these MPO Bylaws, subject to the approval by the Annual Convention.
1. Each MPO Chapter will consist of five (5) or more members, residing
in the same geographical area. No more than one MPO Chapter shall exist in one city, with the exception of the already approved two Chapters in Toronto, Canada and except as otherwise approved by two-thirds vote of the MPO Central Committee of Trustees, subject to the approval by a two-thirds vote of the Annual or Special Convention as described herein. No MPO Chapter is authorized to incorporate or to act as an unincorporated association or other legal entity separate from MPO.
2. MPO Chapters shall have distinct names designated by the MPO Central Committee of Trustees. The Executive Director shall be responsible for ensuring that MPO is authorized to do business in each state, commonwealth or province in which an MPO Chapter is located.
3. MPO Chapters shall only engage in, sponsor and/or conduct activities that further MPO’s mission and purposes, and that are permitted to be carried out by an organization exempt from federal income tax under Section 501(c)(3) of the Code or corresponding future provisions of the federal tax law, using best efforts to ensure that such activities are of the highest quality with respect to content, materials, logistical preparation and otherwise.
4. Each MPO Chapter shall adhere to the MPO Articles of Incorporation, the MPO Bylaws and the MPO Chapter Rules adopted and enforced pursuant to these MPO Bylaws. In addition, each MPO Chapter shall observe the legitimate directives of the MPO Central Committee of Trustees, uphold the honor of the MPO and obey the decisions of the Annual MPO Conventions.
5. MPO may close the operations of an MPO Chapter under the following circumstances: the MPO Central Committee of Trustees, by two-thirds vote, determines, in its sole discretion, that the MPO Chapter has failed to, or is failing to, comply with the MPO Articles of Incorporation, the MPO Bylaws and/or the MPO Chapter Rules, or otherwise is engaging in any act or omission that may result in the loss of MPO’s federal tax-exempt status may recommend that the Annual or Special Delegate Assembly close the chapter by a two-thirds vote.
6. The MPO Central Committee of Trustees, by two-thirds vote, may recommend reinstatement of a closed MPO Chapter pursuant to these MPO Bylaws, provided that it determines, in its sole discretion, that the MPO Chapter will be in compliance with the MPO Articles of Incorporation, the MPO Bylaws and the MPO Chapter Rules, and will refrain from engaging in any act or omission that may result in the loss of MPO’s federal tax-exempt status. The decision to reinstate a closed chapter shall be made by a two-thirds vote of an Annual or Special Delegate Assembly
Section 2. Types of Membership: MPO members may either by Regular Members or Associate Members, as more particularly described below. Either type of member may join an MPO Chapter or be a Member-at-Large.
Section 3. Regular Members:
A. A Regular Member must be at least 18 years old; have been born in Macedonia or be of Macedonian descent; and accepts and adheres to the MPO Bylaws.
B. A Regular Member may also be a spouse or significant other of a Regular Member, even if the spouse or significant other is of non-Macedonian descent, provided that the spouse or significant other is at least18 years old and accepts and adheres to the MPO Bylaws.
Section 4. Associate Member:
Any individual who is at least 18 years old, but who was not born in Macedonia or is not of Macedonian descent may be Associate Member, provided he or she accepts and adheres to the MPO Bylaws.
Section 5. Rights of Members:
A. Regular Members: Regular Members shall have the following rights: to attend and be notified of all membership meetings and events; propose motions, debate, and vote at membership meetings; hold elective and appointed officers and chairmanships; serve as a delegate at the MPO Annual Convention; receive MPO publications; and any other rights accorded through these MPO Bylaws.
B. Associate Members: Associate Members shall have all of the rights of Regular Membership, except for the right to propose motions, debate and vote at MPO Annual Conventions; to hold MPO elective and appointed offices and Chairmanships; and to serve as a delegate or alternate to the MPO Annual Convention. Associate Members shall have the right to speak and vote on local matters if a member of a MPO Chapter.
Section 6. Application, Resignation, and Reinstatement of MPO Membership
A. Application: New members shall complete and submit an application form designed by the Central Committee of Trustees along with their dues for one year. The application shall be submitted to the applicable MPO chapter if the applicant is applying for membership in an MPO Chapter, or to the Executive Director if applying as a Member-At-Large. The application shall be processed and filed as provided in the MPO Policy Manual.
B. Resignation: Any member desiring to resign from the MPO shall submit his or her resignation in writing to the highest ranking officer of the applicable MPO Chapter, if a member of an MPO Chapter, or to the Executive Director, if a Member-At-Large. Any member who fails to pay annual dues by the forfeiture date shall be considered as automatically resigning. The resignation shall be processed and filed as provided in the MPO Policy Manual.
C. Reinstatement: Any member who has resigned or whose MPO membership is revoked may apply for reinstatement to the highest ranking officer of the applicable MPO Chapter, if a former member of the applicable MPO Chapter, or to the Executive Director if a former Member-At-Large. The application for reinstatement shall be processed and filed as provided in the MPO Policy Manual.
Section 7. Dues and Proposed Adjustments in Annual Dues
A. Annual Dues: MPO annual dues shall be set by a two-thirds vote of the Central Committee of Trustees, providing that adjustments are less than or equal to the rate of inflation. Should an annual dues adjustment greater than the rate of inflation be needed, it shall be adopted by a two-thirds vote of the Central Committee of Trustees and then submitted to the Annual Convention for final approval. A two-thirds vote of delegates at the Annual Convention, providing that there is a quorum, shall be necessary to adopt a dues adjustment greater than the rate of inflation. Proposed dues adjustments requiring the approval of the Annual Convention shall be noticed to the MPO membership no later than June 15 prior to the Annual Convention.
B. Dues Payment: Annual dues shall be due from members by August 1 of each year, and shall payable to the applicable MPO Chapter or to the MPO (c/o the Executive Director) if paying member is a Member-at-Large.
C. Membership Year: The membership year shall be August 1 through July 31.
D. The Delegate Assembly of an Annual or Special Convention shall determine the delegate seating fees for the Annual Convention.
Section 8. Good Standing: A member in good standing shall be an individual who has paid all current dues and assessments and has no MPO disciplinary action pending or permanent disciplinary judgment in place.
Section 9. Nondiscrimination: The MPO shall in the conduct of its affairs have no restriction or limitation based upon race, color, religion, disability, political affiliation, gender, sexual orientation, gender identification, or employment status. The terms “Macedonians” and “Macedonian immigrants” used in these bylaws pertain equally to all nationality groups in Macedonia–Bulgarians, Aroumanians, Turks, Albanians, and others. As used in these MPO Bylaws, these terms have only geographic and not ethnographic meaning.
Section 1. Elected Officers
A. There shall be four Elected Officers as follows: a President, a Vice-President, a Secretary, and a Treasurer.
B. The Annual Convention shall elect the nine Trustees of the Central Committee and the Central Committee shall elect the four Officers from among the nine members of the Central Committee of Trustees.
C. The remaining five Trustees shall than be designated as Trustees-at-Large.
Section 2. Qualifications for Office
A. Any Regular Member in good standing who has been a member of MPO for at least five years and is a current Trustee shall be eligible for election to an MPO Elected Officer position.
B. To be elected to the office of President, a Regular Member shall have served at least one term on the Central Committee of Trustees and at the time of his or her election be a trustee.
C. All candidates for elected offices shall have an individual e-mail account and be familiar with the basics of electronic communications.
D. No Elected Officer shall hold more than one office at a time, except that by a majority vote a Central Committee of Trustees a Trustee may be temporarily assigned all or part of the duties of an office during the period that there is a vacancy in that office.
E. No Elected Officer shall be eligible to serve more than three consecutive one-year terms in the same office or five consecutive terms as an Elected Officer. All candidates for the office of President shall have at least one year of experience as a trustee.
a. After the initial five consecutive terms as an officer, all future terms shall be single terms with a hiatus of at least one year between each single term.
F. In an emergency, however, a former officer can be elected to fill an unfinished term when there is a vacancy and no other qualified trustee is willing to fill the vacancy.
Section 3. Term of Office
A. Elected Officers shall serve for a term of one year or until their successors are elected and take office. Trustees who are elected to serve as Elected Officers shall continue to serve as a Trustee for the length of their term as Trustee unless they resign or are removed.
B. Officers shall assume their duties at the close of the Annual Convention at which they were elected.
Section 4. Resignation or Removal of an Officer
A. An Elected Officer may resign his or her office without prejudice so long as the officer submits a written letter of resignation with an effective date of the resignation and all materials of that office are submitted to the MPO Office for safe keeping no later than the effective date of the resignation. An Elected Officer who resigns his office shall continue to serve his or her unfinished term as a Trustee unless he or she also resigns as a Trustee.
B. The Central Committee of Trustees may remove an officer with or without cause by a two-thirds vote by ballot providing that the officer has been notified at least thirty days prior to the meeting at which the removal action is to take place and given an opportunity to make an oral or written statement. The disciplined officer shall continue to serve his or her unfinished term as Trustee unless at a following Annual or Special Convention the Delegate Assembly removes him or her as a Trustee by a two-thirds vote. All materials of that office shall be immediately submitted to the MPO Office for safe keeping.
Section 5. Vacancies in Office
A. Vacancies in any office except that of the President shall be filled by the Central Committee of Trustees by a majority vote. A ballot shall be used unless there is only one candidate to fill the vacancy in which case the vote may be taken by voice. The vacancy shall be filled only for the unexpired part of the vacant officer’s term.
B. A vacancy in the office of President created by removal, death, resignation, or incapacity as determined by the Central Committee of Trustees shall be filled automatically by the Vice-President. In the event that the office of Vice-President shall also be vacant when the office of President is vacant, the Central Committee of Trustees shall fill the office of President by electing a current Trustee by a majority vote using a ballot and shall fill the office of Vice-President in the manner described in Part A above.
C. A Vice-President who fills the vacancy in the office of President, if he or she serves less than one-half of the unexpired term, shall be eligible to serve two consecutive full terms as President if elected.
Section 6. Nomination and Election of Officers
1. Before the Annual Convention adjourns, the Central Committee shall meet and nominate at least one candidate from the floor for each officer position then open. Candidates nominated from the floor shall immediately complete and submit The Candidacy Form for review by the Central Committee before the election.
1. Election of officers shall be by ballot vote, unless there is only one candidate for an office in which case that position may be elected by voice vote. A majority vote shall elect.
Section 7. Duties of Officers: The elected officers shall perform the duties provided in this section and such other duties as are prescribed for the office in these bylaws, or by the Central Committee of Trustees, or by the Annual Convention, or in the adopted parliamentary authority, or by statute.
A. The President shall also be the Chairman of the MPO and shall preside at all meetings of the MPO and of the Central Committee of Trustees except as otherwise stated. The President shall appoint, subject to confirmation of the Central Committee of Trustees, the chairman and members of committees except the Nominating Committee. The President shall serve ex-officio as a member of all committees except the Nominating Committee. All correspondence sent outside of the MPO to other organizations, activities and individuals shall be signed by the President.
B. The Vice-President when directed by the President or the Central Committee of Trustees shall perform all duties of the President during the President’s absence. If there is a vacancy in the office of President created by removal, death, resignation, or incapacity as determined by the Central Committee of Trustees, the Vice-President shall automatically succeed to the office of President. Inability or refusal to fill this vacancy shall be an automatic resignation.
C. The Secretary shall record the minutes of all meetings of the membership and the Central Committee of Trustees. The minutes of Annual Convention shall be approved in a manner set forth in a policy developed by the Central Committee of Trustees and these minutes shall be distributed to members present at the next Annual Convention and upon request to other members. The minutes of all Central Committee of Trustees Meetings shall be sent to all Central Committee of Trustees members. The Secretary shall send notices of Central Committee of Trustees and Membership Meetings in a manner authorized in a policy adopted by the Central Committee of Trustees. The Executive Director shall be the custodian of all records and documents including the MPO Bylaws, Special Rules of Order, MPO Chapter Rules, Policies, and Minutes. The Secretary or the Executive Director shall update these documents when they are changed by action of the Annual Convention or the Central Committee of Trustees.
D. The Treasurer or the Executive Director shall keep the financial records and receive all monies. Upon presentation of a voucher, the Treasurer or the Executive Director shall pay bills and make other disbursement as authorized by the Central Committee of Trustees. They shall follow such accounting procedures and issue financial reports as required and prescribed in IRS Regulations, Indiana Statutes for Non-Profit Corporations, the MPO Bylaws, MPO Chapter Rules, or by the Central Committee of Trustees or Annual Convention. The Treasurer or the Executive Director as authorized by the Central Committee of Trustees shall receive and be custodian of the dues and fees. The Treasurer shall submit a written financial report at all meetings of the Central Committee of Trustees and at the Annual Convention and when otherwise directed by the Central Committee of Trustees or Annual Convention. He or she shall present a proposed budget, with recommendations, for adoption by the Central Committee of Trustees at the first meeting after the Annual Convention or at an earlier time if determined by the Central Committee of Trustees.
E. The Trustees-At-Large may serve as chairmen of standing committees and shall perform other duties as specified in these bylaws or by the Central Committee of Trustees or by the Annual Convention.
F. Retiring, removed, or resigning officers shall deliver to their successors the materials pertaining to their respective offices within thirty days of their last day in office or as otherwise specified in these bylaws or by direction of the Central Committee of Trustees.
Section 1. Annual Convention
A. The date and location of the Annual Convention shall be recommended by motion and vote of the Convention delegates but shall be set by the Central Committee of Trustees based upon the availability and suitability of meeting facilities in the recommended area.
B. Delegates to the Annual Convention: the delegate body shall be determined according to the following:
1. Each of the nine voting Trustees of the Central Committee of Trustees shall serve as a delegate.
2. The Executive Director shall serve as delegate without vote and shall not have the right to make motions.
3. Each MPO Chapter shall elect a number of delegates to represent the Chapter at the Annual Convention based upon its number of Regular Members. An MPO Chapter with 5 to 25 Regular Members shall elect one delegate; an MPO Chapter with 26 to 50 Regular Members shall elect two delegates; and an MPO Chapter with over 50 Regular Members shall elect three delegates. Each MPO Chapter may elect one Alternate for each delegate. Alternate delegates shall serve and have privileges at the Annual Convention only if the elected delegate is unable to serve. The process of credentialing delegates and alternate delegates shall be provided in the MPO Policy Manual.
4. A Local Chapter that fails to settle its financial obligations with the MPO at least thirty days prior to the Annual Convention shall lose its right to participate in that year’s Annual Convention.
5. All Delegate and Alternates shall be in good standing to be elected and to participate.
6. All Delegates and Alternates to the Annual Convention shall present credentials in the manner described in the MPO Policy Manual.
C. The business of the Delegate Assembly of the Annual Convention shall include but not be limited to the following actions:
1. Conduct an annual evaluation of the Central Committee of Trustees;
2. Act upon resolutions to forward information or recommendations to the Central Committee of Trustees for consideration;
3. Adopt a motion to recommend the location and date of the next Annual Convention;
4. Determine the delegate seating fees for the next Annual Convention;
5. Elect the Trustees of the Central Committee of Trustees who’s staggered terms have ended and fill any Trustee vacancies;
6. Elect the Chairman and members of the Audit Committee and Nominating Committee;
7. By a two-thirds vote act upon requests to sell MPO or Chapter Real Estate;
8. By a two-thirds vote acting upon proposals to move the MPO Headquarters and/or the editorial office;
9. By a two-thirds vote, act upon Central Committee of Trustee recommendations for a dues increase that is greater than the cost of living as specified in Article III, Section 7
10. Amend or revise the bylaws and MPO Rules for Chapters;
11. Hear Financial Reports;
12. Act upon the Audit Report;
13. Hear reports of officers and committees;
14. By a two-thirds vote act upon a recommendation to form, disband, or reinstate a chapter;
15. Act upon disciplinary issues proposed by the Central Committee of Trustees;
Section 2. Special Conventions
A. Special Conventions may be called by a motion and majority vote of the Central Committee of Trustees and shall be called by a petition signed by 30% of the Regular Members in good standing. The Central Committee of Trustees shall determine the date, time and location of the Special Convention.
B. Notice of the purpose, time, date, and location of the Special Convention shall be sent to all Chapters and to the delegates of the previous Annual Convention at least 40 days prior to the Special Convention.
C. Only business announced in the notice of the Special Convention shall be conducted.
D. The delegate body of the Special Convention shall be the delegate body elected or designated for the previous Annual Convention. Delegates shall present their credentials signed by the President and Secretary of their Chapter. The elected Trustee-delegates shall be those who are currently in office.
E. Special Conventions may be in person meetings or held by telephone conference call, providing that all participants can hear and interact with each other.
Section 3. Quorum for conducting business at the Annual and Special Conventions shall be a majority of the delegates registered for the convention providing that at least a majority of the Chapters and current Trustees are registered.
CENTRAL COMMITTEE OF TRUSTEES
Section 1. Composition: The Central Committee of Trustees shall be the Governing Body and shall consist of the nine Trustees who shall serve staggered terms and shall be elected by the Delegate Assembly of the Annual Convention.
Section 2. Powers and Authority
A. The Central Committee of Trustees shall have the complete authority to govern and operate MPO between Annual Conventions subject only to these bylaws, the Articles of Incorporation, the directives of the Annual Convention, and applicable laws.
B. The Central Committee of Trustees shall have the authority to adopt special rules of order, standing rules, and policies to govern its proceedings and the affairs of the MPO over which it has power and authority. Special Rules of Order require a tw0-thirds vote.
Section 3. Duties
A. Set the amounts of membership dues and fees as specified in Article III, Section 7. When needed, make a recommendation regarding a dues increase that is greater than the cost of inflation to be voted on at the convention.
B. Adopt an annual budget;
C. Not later than 60 days after the annual convention, the Central Committee of Trustees shall develop an Action Plan of Activities based on the convention delegate guidelines to be accomplished before the next annual convention. This plan shall be sent to the MPO chapters not later than 90 days after the annual convention.
D. Make recommendation to the Annual Convention regarding the report of the Audit;
E. Elect the four Officer-Trustees from among the membership of the Central Committee of Trustees as specified in Article IV, Section 6;
F. Act as an appeals panel for member and Chapter complaints;
G. Approve the appointment of committee chairman and members, except as otherwise provided in these bylaws;
H. Be the planning committee for the Annual Convention and set the date, times, agenda, and location based upon the recommendation of the Annual Convention and the availability and suitability of meeting facilities;
I. Serve as delegates to the Annual Convention;
J. Fill vacancies on the Central Committee of Trustees as specified in Articles IV and VI;
K. Employ and supervise an Executive Director as specified in Article VIII, Section 11;
L. In consultation with the Executive Director, employ such staff as needed and appropriate and set their job description, salaries, and benefit packages;
M. Assure that policies are written, approved, and reviewed concerning document retention and disposal, non-harassment, whistle blowing, and non-discrimination;
N. Carry out the purpose and aim in Article II, Objectives;
O. Present an annual report of its activities to the Annual Convention;
P. Receive reports from MPO Chapters on their events and activities; and
Q. Have such other duties as are prescribed for the Central Committee of Trustees in these Bylaws or by the Annual Convention or in the adopted parliamentary authority or by statute.
Section 4. Voting
A. Each Elected Trustee at a meeting or action taken without a meeting of the Central Committee of Trustees shall be entitled to one vote;
B. There shall be no voting by proxy;
C. The President shall have the right to make or break a tie and shall be permitted to vote in a ballot vote but shall not exercise her or his right to vote at other times.
Section 5. Meetings of the Central Committee of Trustees
A. The Annual Meeting of the Central Committee of Trustees shall be held at or within sixty days following the Annual Convention and shall be for the purpose of considering and adopting an Action Plan of Activities, a budget, appointing committee chairmen and members, orientation of new Elected Officers, and to conduct such other business as is necessary and proper.
B. Regular meetings of the Central Committee of Trustees shall be scheduled by vote of the Central Committee of Trustees.
C. Special meetings of the Central Committee of Trustees may be called by the President but shall be called upon the written or electronic petition of four voting members of the Central Committee of Trustees. Notice of special meetings shall be given to all members of the Central Committee of Trustees not later than seven days in advance of the special meeting and the notice shall contain the date, time, location, and purpose of the special meeting. No business other than that which is given in the notice shall be conducted at the special meeting.
D. Teleconference Meetings and Action Without A Meeting:
1. The Central Committee of Trustees is authorized to hold its regular and special meetings by telephone conferencing so long as all Central Committee of Trustees members have been notified at least five days in advance, a quorum is involved, and the members participating can simultaneously hear each other and participate in the debate and voting during the meeting. Any decisions made during such a meeting shall be recorded in the minutes of the telephone conference meeting.
2. A decision on an urgent matter or emergency situation can be made between regular meetings of the Central Committee of Trustees by mail or e-mail ballot providing that every voting member of the Central Committee of Trustees was given an opportunity to participate, a quorum of the current Central Committee of Trustees voting members returned a ballot, and that any decision made in this manner is reported at the next regular meeting and recorded in the minutes of that meeting.
E. Quorum: A quorum for the conduct of business at all meetings of the Central Committee of Trustees and actions taken without a meeting shall be a majority of the current voting members of the Central Committee of Trustees, unless otherwise specified in these bylaws or the adopted parliamentary manual.
Section 6. Nomination and Election of Trustees
1. A Nominating Committee of one trustees and two delegates or Regular Members shall be elected by the Delegate Assembly by majority vote. To be eligible, Regular Members shall be in good standing with at least five consecutive years of membership.
2. The duty of this committee shall be to take nominations of candidates from the membership, to consider the qualifications of candidates for Trustee positions and to submit at least one name for each position to be filled at the Annual Convention.
3. Minimum Qualifications; Election:
a. Trustees shall be Regular Members of MPO in good standing.
b. Trustees shall have an individual e-mail account and be familiar with the basics of electronic communication.
4. Following the report of the Nominating Committee at the Annual Convention, additional nominations may be made from the floor. No name shall be placed in nomination without the consent of the nominee.
5. All candidates for Trusteeships shall complete a candidacy form to be developed by the Nominating Committee and approved by the Central Committee of Trustees. Members who desire to run for a position on the Central Committee of Trustees shall submit the Candidacy Form to the Nominating Committee by January 1.
6. Candidates nominated from the floor shall immediately complete and submit The Candidacy Form for review by the Nominating Committee before the election.
1. Trustees shall be Regular Members of MPO in good standing, and shall be elected by majority by ballot at the Annual Convention. There shall be no proxy voting and all ballots shall be cast in person.
2. Should the number of candidates nominated match the number of Trustee positions available for election, the election may be by voice vote.
Section 7. Term of Office
Section 8. Resignation and Removal of Trustees
A. A Trustee may resign his or her office without prejudice so long as the officer submits a written letter of resignation with an effective date of resignation and all materials of that office are submitted to the MPO Office for safe keeping no later than the effective date of the resignation.
B. By a two-thirds ballot vote the Central Committee of Trustees may recommend the removal of a Trustee with or without cause. This recommendation shall be sent at least thirty days in advance to the Delegate Assembly of an Annual or Special Convention. The Trustee who is the subject of the recommendation shall be notified at least forty days prior to the meeting at which the removal action is to take place and shall be given an opportunity to make an oral or written statement. The voting delegates at the annual or special convention shall consider and act upon the Central Committee’s recommendation. The Delegate Assembly may also propose an action to remove a Trustee on its own initiative providing that the Trustee has been given an opportunity to offer a defense. To remove a Trustee shall require a two-thirds vote by ballot. All materials of that trustee shall be immediately submitted to the MPO Office for safekeeping.
Section 9. Vacancies in the Trustee Positions
A. Vacancies created by removal, death, permanent disabilities, relocation, or resignation of a Trustee shall be filled by the Central Committee of Trustees until the next Annual Convention at which time the Delegate Assembly shall fill the vacancy for the remainder of the uncompleted term.
B. Vacancies created by action of the Annual or Special Convention to remove a Trustee shall be filled by that Annual or Special Convention or, in the event, the convention is unable to fill the vacancy, the Central Committee of Trustees shall fill the vacancy for the remainder of the unexpired term.
Section 1. Standing Committees: The Standing Committees shall be as follows; Audit, Bylaws, Membership, Nominating, and such others as the Central Committee of Trustees deems necessary by a two-thirds vote of the current number of Trustees. Chairperson and members of the Standing Committees, except the Nominating and the Audit committees, shall be appointed by the President subject to a majority approval of the Central Committee of Trustees. The Chairmen and members of the Nominating Committee and the Audit Committee shall be elected by the Delegate Assembly. Composition, duties and functions of Standing Committees shall be given in Policies Manual adopted by the Central Committee of Trustees. At least one member of each Standing Committee shall be a Trustee. Other members may be delegates to the Annual or Special Convention or Regular Members in good standing who have at least five consecutive years of membership.
Section 2. Special Committees and Task Forces: Special Committees and Task Forces may be created by motion and vote of the Annual Convention or Central Committee of Trustees. The composition, purpose, and instructions shall be given in the motion that creates a Special Committee or Task Force and, unless otherwise specified in the motion, the President shall appoint the chairperson and members of these groups with majority approval of the Central Committee of Trustees.
Section 3. The President shall be ex-officio a member of all committees except the Nominating Committee.
Section 4. Committees and Task Forces may conduct business and research in person, by telephone, fax, e-mail, regular mail, or instant messaging.
Section 1. The Fiscal Year for the MPO shall be August 1 through July 31.
Section 2. All MPO funds shall be deposited in a bank account established in MPO’s name (the “General Account”) at a financial institution approved by the Central Committee of Trustees by a majority vote. A sub-account to the General Account shall be established for each Chapter in each Chapter’s name (the “Chapter Sub-Accounts”).
Section 3. All funds received by Chapter, including without limitation funds received from Chapter’s members, shall be immediately remitted to the MPO (care of the Executive Director). Half of all dues payments from an MPO Chapter’s members, net profits from an MPO Chapter’s activities and gross donations to an MPO Chapter, received by MPO from an MPO Chapter shall be deposited into the General Account, with the other half of the same deposited into the applicable Chapter Sub-Account. Without limiting the foregoing, each MPO Chapter shall remit annual dues collected from its members to MPO by the second Friday of August of each year. MPO shall not commingle MPO Chapters’ funds, and MPO shall allocate each Chapter’s funds to the applicable Chapter Sub-Account.
Section 4. The funds in a Chapter Sub-Account are intended to be made available to the applicable MPO Chapter for purposes described in these MPO Bylaws and the MPO Chapter Rules. Additional rules concerning each MPO Chapter’s use of its funds, and responsibility for its expenses, will be set forth in the MPO Chapter Rules.
Section 5. Funds over the amount of $10,000 drawn by check from the General Account shall require the co-signature of two Elected Officers. The Executive Director shall be authorized to write checks for amounts up to $10,000 on his or her own signature. All withdrawal of funds shall require an invoice and shall be recorded in the MPO Ledger.
Section 6. The MPO’s petty cash fund shall not exceed $500 of MPO funds. All withdrawals of funds shall be documented by an invoice or sales receipt.
Section 7. The Annual Convention shall have a separate budget and up to $10,000 of General Funds may be encumbered for its operation. Any amount in excess of $10,000 must be approved by a two-thirds vote of the Central Committee.
Section8. The Audit Committee shall be composed of three Regular Members in good standing who have at least five consecutive years of membership. The committee shall be elected by the Annual Convention to review the financial accounts of the MPO and each MPO Chapter at least once a year. The committee shall report its findings in written form at the Annual Convention. The report shall be signed by each member of the Audit Committee. Members of the Audit Committee shall not be related to members of the Central Committee of Trustees.
Section 9. Sale of MPO’s and MPO Chapter’s real estate shall require a two-thirds vote by the Delegate Assembly at an Annual or Special Convention.
Section 10. Executive Director. The conduct of business at the MPO Headquarters shall be under the direction and supervision of the Executive Director. The salary, benefits, duties, and job description of the Executive Director shall be established by the Central Committee of Trustees.
A. Accountability. The Executive Director shall be employed by and report to the Central Committee of Trustees.
B. Duties. The Executive Director shall:
1. be responsible for the day-to-day management of the financial and administrative operations of the corporation, including the MPO Chapters, under the directions of the Central Committee of Trustees in a manner provided in the MPO Policy Manual;
2. be responsible, in consultation with the Central Committee of Trustees, for the employment of such personnel as are required to carry out the duties of the Headquarters office provided that such employment falls within the constraints established by the budget and personnel policies established by the Central Committee of Trustees;
3. shall serve as the Agent of Record for the corporation and register as same with the Indiana Secretary of State’s Office;
4. shall attend the Delegate Assembly and meetings of the Central Committee of Trustees and be able to speak at the discretion of the President but shall not be able to make motions ort vote; and
5. perform such other duties as may be stated in the bylaws, other rules adopted by the Central Committee of Trustees or Annual Convention.
Section 12 Members of the Central Committee are volunteers and shall serve without pay, other compensation, or financial benefits.
Upon dissolving the MPO, the Central Committee of Trustees, after paying all obligations, shall distribute any remaining assets to any other non-profit tax exempt organization that shall qualify under Section 501 of the IRS Code or in a manner as otherwise specified in the IRS Code. No funds shall inure to the benefit of individuals.
INDEMNIFICATION AND INSURANCE OF OFFICERS, TRUSTEES, AND EXECUTIVE DIRECTOR
Section 1. An Elected Officer or Trustees of the MPO or the Executive Director shall not be personally liable for monetary damages for any action taken unless the Officer, Trustee, or Executive Director has breached or failed to perform the duties of his or her office under the State of Indiana Nonprofit Corporation Law as in effect at the time of the alleged action by such Officer, Trustee, or Executive Director and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. Such limitation on liability does not apply to the responsibility or liability of an Officer, Trustee, or Executive Director pursuant to any criminal statute or for payment of taxes pursuant to any Federal, state or local law. Any repeal or modification of this Article by the MPO shall not adversely affect any right or protection existing at the time of such repeal or modification to which any Officer or former Officer, Trustee or former Trustee, or Executive Director may be entitled under this Article. The rights conferred by this Article shall continue as to any person who has ceased to be an Officer, Trustee, or Executive Director of the MPO and shall inure to the benefit of the heirs, executors and administrators of such person.
Section 2. Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of MPO), by reason of the fact that he or she is or was an Elected Officer, Trustee or Executive Director of MPO, shall be indemnified by the MPO against expenses (including reasonable attorney’s fees), judgments, fines, taxes and penalties and interest thereon, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of MPO and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that a 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 MPO, and, with respect to any criminal act or proceeding that such person did have reasonable cause to believe that his or her conduct was unlawful.
Section 3. Any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or proceeding by or in the right of the MPO to procure judgment in its favor, by reason of the fact that he or she is or was an Elected Officer, Trustee or Executive Director of the MPO, shall be indemnified by the MPO against expenses (including reasonable attorney’s fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or proceeding if he or she acted in good faith and in a manner he or she reasonably believes to be in, or not opposed to, the best interest of MPO, except that no indemnification shall be made in respect of any claim, issue or matter, including, but not limited to, taxes or any interests or penalties thereon, 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 MPO.
Section 4. Insurance: MPO may purchase and maintain insurance on behalf of any person who is or was an Elected Officer, Trustee or Executive Director of MPO against any liability asserted against, and incurred by the person in any such capacity, or arising out of the person's status as such, whether or not MPO would have the power to indemnify the person against such liability under the foregoing provisions.
Section 1. Violations: Failure of an individual member or groups of members or officers or trustees to adhere to the MPO Bylaws and Policies may result in disciplinary action for the offending members as determined by the Central Committee of Trustees subject to the review and action by the Delegate Assembly of an Annual or Special Convention.
Disciplinary action shall include but not be limited to:
A. Censure of the offending member or office or trustee;
B. Suspending MPO membership privileges;
C. Expulsion from the MPO
Section 2. The procedures on discipline as provided in Robert’s Rules of Order Newly Revised shall guide MPO disciplinary action.
SEAL AND OTHER SIGNIFICANT ITEMS
Section 1. The Seal of the Central Committee of Trustees shall have a round form with an all-around inscription “Central Committee of Trustees of the Macedonian Patriotic Organization of the U S A and Canada” and in the center “Macedonia for the Macedonians”.
Section 2. The archives, the flags, and all other articles of historic value shall be stored at MPO’s then-current principal office, and shall be turned over to the first constituent assembly of a united Macedonia when that aim is realized. The MPO, however, shall not necessarily dissolve at that time, but may continue to exist and function with aims and means determined by the MPO Annual Convention and in accordance with the purposes described in section 501(c)(3) of the Code.
UNANTICIPATED PROCEDURE AND PROBLEMS
Realizing that no set of bylaws can possibly anticipate every situation or need that could occur within an organization, should an unforeseen need or problem for which there is no provision in the MPO Bylaws occur, a panel of three elected officers or trustees-at-large and two Regular members shall be commissioned to develop a recommendation. The Central Committee of Trustees shall convene and review and act upon the panel’s recommendation.
The rules contained in the current edition of Robert’s Rules of Order Newly Revised (RONR) shall govern the proceedings of the MPO in all cases to which they are applicable and in which they are not inconsistent with these bylaws or special rules of order that the MPO may adopt, and any statutes applicable to this organization that do not authorize the provisions of these bylaws to take precedence.
Section 1. Procedure: Proposals to amend or revise the bylaws and or MPO Rules for Chapters shall be submitted in writing to the Bylaws Committee. The Committee is authorized to review and edit submitted proposals in order to create a consistent and grammatical proposal; to coordinate and combine similar submitted amendments to create a joint proposal if accepted by the proposers; and to submit original proposals by the Committees for amendments or revisions. The Central Committee of Trustees shall have the right to review and make recommendations about the proposals.
Section 2. Method of Amending: These bylaws and the MPO Rules for Chapters may be amended or revised by a two-thirds vote of an Annual or Special Convention Delegate Assembly.
A. After its review, the Central Committee of Trustees shall instruct the Bylaws Committee to send the proposed amendments or bylaw revision in a proper format either by mail or electronically to the delegates and members at least 45 days before the Annual Convention. The information shall also be posted on the Web site.
B. At the Annual Convention, the delegates shall take action by a majority vote, providing a quorum is present, to send the proposal to the next Delegate Assembly of a Special or Annual Convention. As part of their action, the delegates may amend the proposals within the scope of notice.
C. The Delegate Assembly of the second Special or Annual Assembly shall have the power to adopt the proposed amendments or bylaw revision by a two-thirds vote, providing a quorum is present.
D. A copy of the amended or revised bylaws shall be posted on the Web site, included in the next edition of the Macedonian Tribune, and sent electronically to all members.