By-laws For The Celtic Society of Louisiana Established 1999 ARTICLE I — NAME AND PURPOSE Section 1.01 — Name. The name of this organization shall be The Celtic Society of Louisiana (CSOL). Section 1.02 — Mission. The mission of The Celtic Society of Louisiana is to become a dynamic center for Celtic culture and history by promoting, organizing and supporting Celtic cultural events, educating the community on Celtic culture and history, supporting various charitable causes and foundations and becoming a good citizen in the community. ARTICLE II — MEMBERSHIP Section 2.01 — Categories of Membership. 1. Individual Membership: One adult. 2. Family Membership: One or two adults and legal dependents, if any. 3. Student Membership: Individual 18-24 years of age, enrolled as a full time student. 4. Honorary Membership: An individual who has demonstrated long standing and exemplary support for Celtic heritage. Honorary membership shall be recommended by the Executive Committee and elected by the general membership. Honorary members shall enjoy all rights and privileges of membership. Marriage of Members: If a member marries a non-member, the new spouse can become a member of the society at the next annual membership renewal, or sooner upon payment of the difference between individual and family membership dues. Section 2.02 — Voting Rights. Voting members of the CSOL shall be individual members, adult family members, student members as defined above, and honorary members. Legal dependents of member’s family shall not be voting members. Section 2.03 — Requirements to Become a Member. Individuals may apply to become a member with the support of at least 2 voting members as co-signers of the application. An applicant must receive a favorable vote from 2/3 of the voting membership present at a general membership meeting to be accepted as a member of CSOL. For this vote there can be no less than 10 voting members present and voting at the meeting or 10% of the voting membership present and voting, which ever is the larger number. 1 Section 2.04 — Rights of Members. All members of the CSOL shall be entitled to attend all meetings and functions of the society. Those events designated for “Adults Only” shall exclude minors. All members present, shall be permitted to express their views on the business during the meetings. Section 2.05 — Termination and Reinstatement of Membership. A member who fails to pay the current dues within 90 days after the due date will be removed from the membership roll and shall also be removed from all elected/appointed positions, offices and/or status. Any former member whose membership lapsed for one year or less, due to non-payment of dues, may be reinstated to membership at any time by paying the current annual dues. Membership lapses greater than one year may be reinstated by a favorable vote as stated in Section 2.03 and payment of current annual dues. A membership may also be revoked, for actions detrimental to the Society. Due process rights shall be afforded in accordance with Robert's Rules of Order. The Board of Directors, by unanimous vote, may immediately suspend membership pending due process action at the next membership meeting. Section 2.06 — Dues. No later than September 30 the Finance Committee shall present to the Board of Directors the proposed annual budget and dues for the following year. At the October General Meeting, the Board of Directors will present a proposed annual budget and dues to the membership for the following year. At the November General Meeting members will vote to approve the budget and dues for the following year. Dues will be paid on an annual basis and are due on the first day of January of each year. Section 2.07 — Dues II. Dues are for one year, with active membership beginning on January 1 of each year. Half Dues are required for anyone joining after June 1. No Dues are required for the current year, if a person joins after November 1, provided they have paid their dues for the upcoming year. Dues are not refundable. Section 2.08 — Elections. The membership committee (MC) will provide ballots to all voting members by the February General Meeting. The MC will collect ballots by the March General Meeting. The MC will report the results of the elections at the April General Meeting. To be elected the candidate must receive the largest amount of votes cast. In the event of a tie, a runoff election will be held at the April General Meeting. In the event of a second tie the vote will go to the Board of Directors for a majority vote. In the event that no President is elected a President will be appointed by the Board of Directors for one year. ARTICLE III — MEETINGS OF THE MEMBERSHIP Section 3.01 — Annual General Meeting. An Annual General Meeting of the Society for the purpose of conducting business and celebrating the anniversary shall be held on or about December 21. The Board of Directors will determine the time and place. Section 3.02 — Monthly and Special Meetings. Monthly meetings will be called by the president. Monthly meetings are open to all members and potential members. Special meetings will be called upon receipt of a written petition signed by five voting members to a member of the Executive Committee. Within seven days of receipt of the petition the Executive Committee 2 shall meet and schedule the special meeting. Members of the Society will be notified of the special meeting at least twenty-four hours prior to the meeting. Section 3.03 — Board Meetings. Board meetings must be called by one Board member with a time and place designated. Board meetings must be announced to the general membership. A member is welcome to attend the meeting but may not take part in that meeting unless they have made a written request to address the Board prior to that meeting. Proxy voting shall not be permitted. Section 3.04 — Quorum. A minimum of ten voting members or 10% of the voting membership, whichever is larger, must be present to conduct business at any called membership meeting. Proxy voting shall not be permitted. ARTICLE IV — OFFICERS, DIRECTORS, AND COMMITTEE CHAIRS Section 4.01 — Officers. The officers of the Society shall be the President, Vice President, Secretary and Treasurer. These four officers comprise the Executive Committee. The term of the elected officers shall be one year. Officers may be elected, as an officer, any number of times, except that no one may be elected to the same office for more than two consecutive terms. The voting members of the Society shall nominate and elect the officers. Section 4.02 — Board of Directors. Seats on the Board of Directions will consist of the President, Vice President, Secretary, three At Large Member seats and three seats designated for three of the five founding members. No amendment regarding the three seats for the five founding members may be considered until the year 2011. Section 4.03 — At Large Members. At large members will serve for a three year term. These terms will be staggered. During their term the member must attend a minimum of two of the quarterly Board meetings per year. Failure to attend the minimum of 2 quarterly meetings will be grounds for removal from the Board by a majority vote of the remaining Board members. At Large seats will be filled by a vote of the general membership. To be eligible to hold an At Large seat a candidate must be a voting member who has held a leadership position. “Leadership Position” will be defined as: President, Vice President, Secretary, Treasurer, Committee Chair Person or past Board member. To be nominated for a seat on the Board a member must have served the Society as President, Vice President, Secretary or Board member for at least one full term or as a committee chair person or Treasurer for one full year. A newly elected Board member must resign from all other leadership positions. Section 4.04 — Vacancies. When a vacancy occurs in any elective office, the President shall appoint a successor who shall hold office until the expiration of the term of that office. The Vice President shall fill the vacancy of the President. 3 Section 4.05 — Vacancies of At Large Board Member. When a vacancy occurs among the At Large Board members the Board shall appoint a replacement until the time of the next election, at which point the newly elected At Large Director will serve the remainder of the term of that seat. Section 4.06 — Duties of Officers President The President shall serve as the Executive Officer of the Celtic Society. Duties of the office: 1. Plan the agenda for the monthly membership meeting and present a written agenda to the membership prior to each meeting. 2. Preside over the membership meetings following Roberts Rules of Order. 3. With advice from the Vice President and Secretary, appoint and remove chairs of committees of the Society. 4. Work with the chairs of the following standing committees and others as shall be established from time to time by the President or by vote of the membership: a. Athletics b. Event Coordinator c. Finance d. Fundraising e. Membership f. Music g. Public Relations The president shall meet with each committee chair as needed to a. Review the committee’s agenda. b. Provide assistance, coordinate the efforts of the various committees and help keep the committee chairs on schedule. 5. Delegate to the Vice President the coordination efforts with any of the committee chairs. 6. Official spokesperson for the CSOL. Vice President The Office of the Vice President is the second highest office of the Society. Duties of the office: 1. Assist the President during general membership meetings by keeping order. 2. Advise the President on the appointment of committee chairs. 3. Work with the committee chairs as directed by the President. 4. Serve as the executive officer of the COSL in the absence of the President or as directed by the President. Secretary Duties of the office: 1. Record and file the minutes of membership and Board meetings. 4 2. Distribute the minutes to the membership. 3. Keep a hard copy of the minutes available to the membership. 4. Receive and file the minutes from committee meetings. Treasurer This position is appointed and/or removed by the majority approval of the Board of Directors. Duties of the office: 1. Collect and keep an account of all money received and expended by the Society. 2. Provide a monthly financial report to the president that will be presented at the monthly general meeting. 3. Provide an annual financial report to the finance committee. The dates these reports are to be provided will be determined by the finance committee. 4. Keep the necessary reports to satisfy the IRS in regard to the 501c3 status of the Society. 5. Sit on the finance committee. 6. All books, records, and property belonging to the Society shall be recorded and an inventory maintained. 7. Upon reasonable request, the financial records of the Society will be open for review to any voting member. 8. Attend Board meetings in an advisory capacity. Directors The Board of Directors shall act as the Corporate Directors of the Society. The Board is charged with the responsibility of managing and conducting the affairs of the Society. Committee Chairs Committee chairs are appointed and removed by the President with advice from the Vice President and Secretary. Duties of the position: 1. Provide a written report of the annual plans, goals and activities of the committee and present to the President. 2. Provide a written report on the activities, plans and goals of the committee to the President prior to each monthly general membership meeting. 3. Make an oral report to the membership at the monthly general membership meeting. 4. Work with the Executive Committee, Board of Directors, and members of the committee to achieve the goals for that committee. 5. Provide a list of members of the committee and present to the secretary. Update as needed. 6. Recommend an annual budget to the finance committee. ARTICLE V — AMENDMENTS 5 Section 5.01 — Amendments to By-Laws. With the exception of Article VII, which may not be amended, amendments to bylaws must be proposed at a general meeting and then voted upon by the membership no earlier than the following general meeting. An amendment must receive a favorable vote from 2/3 of the voting membership present at a general membership meeting to be accepted. For this vote there can be no fewer than 10 voting members present and voting at the meeting or 10% of the voting membership present and voting, which ever is the larger number. ARTICLE VI — GENERAL PROVISIONS Section 6.01 — Fiscal Year. The fiscal year of the Society shall be the calendar year. Section 6.02 — Parliamentary Authority. Robert's Rules of Order, Revised, shall apply to the conduct of all official meetings of the Society insofar as they are consistent with these by-laws. Section 6.03 — Compensation of Members. No officer, Director, or member of the Society shall be compensated directly or indirectly for services as such. Nothing shall prevent the Society from entering into a contract of employment with, or a contract for services with a member, provided that such services are not related to the office or position held by such member, and that such services are necessary for the orderly and efficient management of the Society. Section 6.04 — Signatures. All checks, drafts, and other orders for any payment of money shall require the signatures of two Directors from a list of 4 designated Directors. ARTICLE VII — SPECIAL PROVISIONS Section 7.01 — Allegiance. As corporation within the United States of America, all officers, Directors and appointees of the Society are pledged to obey the laws of the United States and the individual states. No article of the by-laws shall be interpreted to conflict with any applicable law. Section 7.02 — Prohibitions. There shall be no prohibition of membership in the Society because of race, national origin, religion, ancestry, sexual orientation, or political affiliations. Section 7.03 — Political Activity. Neither officers, Directors, nor other members of the Society shall engage in political activity in the name of the Society. Section 7.04 — Obligations. No member of this Society shall be personally responsible for the legal or financial obligations of the Society. Section 7.05 — Dissolution. Should the Society dissolve or disband for any reason, all real and tangible assets remaining after payment, or provision for payment, of all debts and liabilities shall, if possible, be placed in trust against future reinstatement of the Society or its successor. Should this prove impossible or impractical, then all such assets shall be donated to an IRS validated 501(c)3 Celtic heritage society with similar aims as the Directors shall designate. Approved by the General Membership March 13, 2007. Approved by the Board of Directors July 17, 2007. 6