Nationalities Council of Indiana, Inc.
Provision for Regulation and Conduct of the Affairs of the Corporation
20 July 1995, as amended 13 August 2001 and 8 August 2005
Section I. Name
1.0 The name of the corporation shall be "Nationalities Council of
Indiana, Inc.," hereinafter referred to as NCI.
Section II. Aim and Purpose
2.0 The purposes of the NCI are:
2.1 To provide a structure for organizing and promoting cultural and ethnic
activities of a non-political and non-religious nature.
2.2 To promote and increase communication and cultural exchange across ethnic
and racial lines among people of all nationalities, races, and cultures.
2.3 To support the cultural and ethnic activities of our member groups and
other cultural and ethnic organizations.
2.4 No part of the net earnings of NCI shall inure to the benefit of, or be
distributable to, its members, directors, officers, or other private persons,
except that they shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments and distributions in
furtherance of the purposes set forth above in paragraphs 2.1 through 2.3. No
substantial part of the activities of the NCI shall be the carrying on of
propaganda, or otherwise attempting to influence legislation. NCI shall not participate
in, or intervene in, any political campaign, (including the publishing or
distribution of statements) on behalf of any candidate for public office.
2.5 Notwithstanding any other provision of these articles, NCI shall not carry
on any other activities not permitted to be carried on by (a) a corporation
exempt from federal income tax under Section 501(c)3 of the Internal Revenue
Code, or corresponding section of any future federal tax code, or by (b) a
corporation to which contributions are deductible under Section 170(c)2 of the
Internal Revenue Code, or corresponding section of any future federal tax code.
Section III. Board of Directors, hereinafter referred to as the Board
3.0 Number of Directors. The number of directors of the corporation shall be a minimum of fifteen (15) and maximum of twenty (20).
3.1 At least twelve (12) directors shall be elected from the NCI. These shall
include the President, Vice-President(s), Secretary, Treasurer, and
3.2 At least three (3) of the directors shall come from the community at large.
These may not serve on the nominating committee.
3.3 Directors shall serve two (2) year terms which expire at the calendar year
end, with one-half (1/2) of the directors elected by the NCI each year at the
November regular meeting of the NCI.
3.4 All directors shall be elected by a majority vote of the members.
3.5 The limit for consecutive terms for all Board members is three (3) terms.
3.6 At any meeting of the Board official business may be transacted upon the
majority vote of Board members present. A quorum of the Board consists of not
less than one-half (1/2) of the current Board members and must include at least
three (3) officers of the Corporation.
3.7 The duties of the NCI Board shall include but not be confined to:
3.7A Defining and determining worthwhile policies and long-range goals for the NCI;
acting upon the wishes and expediting the decisions of the NCI members;
coordinating and stimulating the work of the various NCI committees; reviewing
and advising on issues and decisions involving the NCI; and promoting
communication between itself and the NCI members.
3.7B Helping to improve the image of ethnic groups in the community,
maintaining communication between itself and other ethnic organizations, and
promoting the goals and policies of the NCI within the community.
Section IV. Membership
4.0 The classes of membership of the Nationalities Council of Indiana, Inc.,
shall be voting, associate, reciprocal and individual.
4.1 Voting members are organized nationality or language groups, dedicated to
the preservation and celebration of a unique cultural heritage, not commercial
enterprises, which meet and maintain the definitions stated below:
4.1A The group is an organization with officers elected by the membership;
4.1B The membership meets on a regular basis;
4.1C The organization derives its primary funds from dues and fundraising
efforts of its membership.
4.2 Individual members are those people who are willing to take an active part
in NCI activities. They may be non-delegate members of a member ethnic
organization, representatives of an ethnic society too small to organize, or
interested citizens from the community. Individual members may have the
4.2A Serve on any committee;
4.2B Be elected for any of the five major offices and to Board of Director
4.2C Vote at Board of Director meetings if elected to the Board, but may not
vote at regular Nationalities Council meetings;
4.2D Receive all NCI mailings, including meeting minutes.
4.3 Associate members can be organizations not meeting requirements for voting
membership but wishing to be informed of NCI activities.
4.3A Associate members may attend meetings or serve on any NCI operating
committee except the nominating committee.
4.3B Associate members may not vote or run for any office or Board of Directors
4.3C Receive all NCI mailings, including meeting minutes.
4.4 Reciprocal members can be organizations which are collections of ethnic or international groups who wish to participate in NCI activities but which are not otherwise eligible for voting membership, or community or civic organizations.
4.4A Reciprocal membership for an organization must be approved by majority vote of the NCI board of directors.
4.4B Reciprocal members may appoint delegates to attend meetings or serve on any committees of NCI.
4.4C Reciprocal members do not have voting rights.
4.5 Any organization or individual may make application for membership in the
NCI by submitting the appropriate application. The application for all proposed
new members must be approved by the Membership Committee. Member applications
must then be recommended by the Board of Directors for approval by the NCI,
where a majority vote of the voting members present at a regular meeting is
required for acceptance of the applicant.
Section V. Officers
5.0 The officers of the NCI shall consist of the President, the 1st
Vice-President, the 2nd Vice-President, the Secretary and the Treasurer.
Officers shall have been active in the affairs of the NCI for a period of one
year prior to the election. Term of office is to be one year; no officer may
serve more than two consecutive terms in the same office. Terms shall expire at
calendar year end, with next year's officers to be elected at the November
meeting of the NCI.
5.1 The President shall serve as the Chair of the Board and shall preside over
all meetings of the Board and the NCI. The President shall appoint chairs for
all standing and ad hoc committees of the NCI. The President shall serve as an
ex-officio member of the standing and ad hoc committees of the NCI except for
the nominating committee.
5.2 The 1st Vice-President shall serve as chair of the Board and the NCI in the
elected President's absence, in the event the President resigns, or is removed
5.3 The 2nd Vice-President shall serve as chair of the Board and the NCI
meetings in the event that the President and the 1st Vice-President are absent;
shall serve as the President in the event that the elected President resigns or
is removed from office and the 1st Vice-President is unable to assume the
duties of the office of President.
5.4 The Secretary shall keep the minutes of the NCI and Board meetings; shall
keep the attendance of delegates and Board members at the meetings; shall
retain all official documents of the corporation except for financial records;
shall retain official lists of all officers, Board members, committee members,
and general members of the NCI; shall notify all members of NCI meetings; shall
bring to each meeting a copy of the by-laws; shall monitor meetings to assure
that all official business, both old and new, is conducted; shall bring to each
meeting a current edition of Robert's Rules of Order.
5.5 The Treasurer shall keep and disburse funds for the NCI; shall keep careful
financial records and present a report at each regularly scheduled meeting of
the Board and the NCI; shall be chair of the Finance Committee, responsible for
preparing and presenting an annual budget and financial report.
5.6 A special election may be called by the Board in the event that any member
of the Board resigns or is removed from that position; in the event of such
special election, written notices shall be sent to all NCI members 30 days
prior to the date of the election. Regular voting rules shall apply.
5.7 Any officer or director serving on the Board may be removed from position
for malfeasance or for failure to attend four consecutive board meetings; a
motion to recall may be initiated by any 5 voting members of the NCI. Written
notice of a formal vote on the issue of malfeasance must be sent to all NCI
members 30 days prior to the date of the vote. Regular voting rules apply.
Section VI. Committees
6.0 The purpose of the committees established by these
by-laws shall be to undertake and perform such functions as described below:
6.1 Standing Committees
6.1.A. Long-range Planning Committee: The purpose of the
Long-Range Planning Committee shall be to originate and devise a plan of
activities for the NCI; to derive ideas that are in keeping with the purposes
of the NCI; to ensure that the direction of the NCIís programs remains consonant
with its stated goals and purposes.
6.1.B. Finance Committee: The purpose of the Finance
Committee shall be to determine the feasibility of plans devised by the
Long-Range Planning Committee; to devise an annual budget to be presented to the
membership for approval; to work with the Festival Committee to devise a budget
for the International Festival; to oversee the routine recordkeeping in the
6.1.C. Membership Committee. The purpose of the Membership
Committee is to review requests for membership to the NCI and make
recommendations at the next Board meeting; to maintain an up-to-date membership
list with addresses and telephone numbers of all voting, individual and
associate members, and delegates of the NCI; to conduct an annual review of the
qualifications of each club for voting status and recommend approval or denial
of voting status of each member to the NCI; to contact new organizations or
individuals regarding membership in the NCI; to work with the Treasurer in
preparing and processing dues notices to NCI members; to attend all NCI
meetings; and to verify voting status if necessary.
6.1.D. Festival Committee: The purpose of the Festival
Committee shall be to plan, supervise, and conduct all negotiations, business
transactions, and arrangements for the annual International Festival; shall
work closely with the Finance Committee in formulating a budget; shall present
regular reports to the Board and NCI membership on the progress of the annual
6.1.D.a. The Festival Chair shall serve as a voting member
of the Board of Directors for a period of one (1) year, from the first month
after the previous Festival until the first month after the pertinent Festival.
6.1.D.b. The Festival Chair shall be authorized to sign all
legal contracts for the Festival after obtaining Festival Committee approval for
6.1.E. Outreach Committee: The purpose of the Outreach
Committee shall be to work with the school systems to increase participation of
school-age children, senior citizens and other groups in the International Festival, and to coordinate NCI
participation in outside programs such as mini-festivals, fairs, and ethnic events.
6.2 Temporary Committees
6.2.A. Nominating Committee: The Nominating Committee
shall be appointed annually by the President no less than 60 days prior to the
election. The purpose of the Committee shall be to evaluate and nominate
candidates for the Board; to evaluate and nominate candidates for the offices
of President, 1st Vice-President, 2nd Vice-President,
Secretary, Treasurer; to submit a slate of candidates to the NCI members one
month prior to the election meeting, and conduct the actual election. All
members of this Committee shall have been active in the affairs of the NCI for
at least one year.
6.2.B. Other committees may be formed by the President to
perform special tasks or for other such purposes as approved by the Board. The
term of such committees shall be determined when appointed and shall be
extended as needed. Each Committee shall report its findings to the President
or the Presidentís designated substitute. The President shall be an ex-officio
member of all such committees.
Section VII. Dues
7.0 Membership dues per calendar year shall be assessed of
all voting members; this shall be forfeit if the club does not maintain voting
status. Membership dues per calendar year shall be assessed of all individual
and associate members. Dues must be paid by April 1 of each year to maintain
Section VIII. Meetings
8.0 The NCI shall meet not less than 10 times per year at
the call of the President. The Board shall meet at least 5 times per year, at a
time convenient for the majority of Board members.
8.1 Special meetings of the NCI may be called by any member
of the Board or by any five (5) voting members of the NCI; written notice must
be mailed to all NCI members no fewer than five (5) working days prior to the
special meeting date. Only such questions as are stipulated in the notification
may be discussed and acted upon at a special meeting.
8.2 All meetings shall require a quorum of not less than
one-third (1/3) of the voting members in order to conduct business. A meeting
cannot be opened, business transacted, nor voting become effective without a
8.3 Action on all motions submitted shall be by a vote of
the majority of those voting members present, with the exception of a motion to
change the by-laws, which shall require written notification of the membership
30 days prior to the vote, and shall require two-thirds (2/3) majority of those
voting members present.
8.4 All votes shall be cast by the designated representative
(delegate), or alternate, of member clubs in good standing, one vote per club.
Good standing may be interpreted to mean that, in the judgment of the
Membership Committee, the member club:
a) pays its dues promptly;
b) ensures that its delegate or alternate attends at least half of the regularly scheduled meetings annually;
c) displays conduct in the best interests of the NCI and the international community,
enhancing the spirit, purpose, and public image of the NCI.
8.5 All meetings shall be conducted under the guidelines of
Robertís Rules of Order.
Section IX. Amendments
9.0 These by-laws may be altered, amended or repealed and
new by-laws adopted by a two-thirds (2/3) vote of the voting members present and
upon 30 day prior written notice of by-laws changes and revisions.
Section X. Dissolution
10.0 If the Corporation is dissolved, all of its property
remaining after payment and discharge of its obligations shall be transferred
and conveyed to one or more institutions selected by the Board, to be used for
cultural, educational or charitable purposes.
10.1 Such distribution shall be limited to the exempt
purposes within the meaning of Section 501(C) 3 of the Internal Revenue Code,
or corresponding section of any future federal tax code, or shall take the form
of a donation to the federal government, or the state or local government, for
a public purpose.
10.2 Any assets not so disposed of shall be disposed of by
the Court of Common Pleas of Marion County, exclusively for such purposes or to
such organization(s) as said Court shall determine, which are organized and
operated exclusively for such purposes.
--Distributed July 19, 1995; Approved October 9, 1995; Amended August 13, 2001, and 8 August 2005.
This page is a service of the Nationalities Council of Indiana, host of Indy's annual International Festival.
(last updated 5 October 2005)