of the NEW YORK HUNGARIAN SCIENTIFIC SOCIETY Nonprofit Corporation
ARTICLE I – NAME and PURPOSE
Section 1: The name of the organization shall be the NEW YORK HUNGARIAN SCIENTIFIC SOCIETY Nonprofit Corporation (“the Society”).
The short name of the organization shall be NYHSS.
Section 2: The Society is a not-for-profit corporation, organized exclusively for charitable, scientific and educational purposes. Its goals are to provide a distinctive meeting place for active participants of New York's Hungarian and other scientific and intellectual community in a club-like environment. The Society will provide a venue for Hungarian and other scholars, scientists and students to gather for the promotion of science, culture and the dialog between the Hungarian and New York economic, scientific and public life.
In order to accomplish this, the Society will conduct meetings including sponsoring popular scientific lectures to inform the public about scientific fields represented by the Members of the Society. A scholarship fund and awards will be established for young Hungarian students and researchers pursuing education in science.
ARTICLE II – MEMBERSHIP
Membership shall consist of the Members of the Board of Directors and additional Members and associates. The following membership’s categories are offered
1. Regular Members: persons with PhD or equivalent scientific degree (e.g. MD engaged in regular scientific work) or; PhD students, who have accepted the Certificate of Incorporation of this Society, signed the entrance declaration and paid the membership dues;
2. Sustaining Associate Members who agreed to furtherance of the goals of the Society if they signed the entrance declaration and paid the membership dues
3. Honorary Members: public figures who were offered membership by the Society’s Board of Directors if they agree with the goals of the Society. Honorary members do not pay dues.
ARTICLE III – MEMBERS’ MEETING
Section 3: Duties of the Members’ Meeting
The highest decision making body of the Society is the Members’ Meeting, comprised of all of its embers. Its prerogative is to decide about all matters of the Society, including but not limited to the following activities: - establish, accept and amend the Certificate of Incorporation, - elect members of the Board of Directors and the Audit Committee (“Board”), - accept reports on the performance of the Board, - decide about the appeal against expulsion of a Member, - declare about dissolution of the Society or merger with another social organization and the assets available thereon, - determine the yearly dues of Regular Members and Sustaining Associate Members.
Section 4: Annual Meeting
The date of the regular Annual Meeting shall be set by the Board of Directors who shall also set the time and place.
Section 5: Special Meetings
Special Meetings may be called if the Board deems it reasonable or in writing by 10 % of the members.
Section 6: Notice
Notice of each Meeting shall be given to each member, by mail, or email, not less than ten days before the meeting.
Section 7: Voting
The majority of all registered Members (i.e. 50 % + one vote) constitutes a quorum and decides all matters by resolutions, by the majority of the votes. A Member may cast votes by secret ballots in person or by proxy signed by him/her or his/her attorney in fact. The resolutions are recorded in the Minutes of the Meeting. Any resolution may be adopted without a meeting if each Member has received the draft resolution per email and the majority of the Members send the approval via email in 5 calendar days from receipt. The Honorary Members’ votes do not count upon calculating the majority.
Section 8: Second and third round of voting
If a quorum is not reached in voting upon an issue, a second round of voting shall be authorized that requires 25 % of the Members to vote. Lacking 25 % of Members voting, a third vote shall be authorized and a majority of the votes casted shall decide the matter.
ARTICLE IV - BOARD OF DIRECTORS
Section 9: Board Role, Size, and Compensation
The Board is responsible for overall policy and direction of the Society and may delegate responsibility for day-to-day operations to committees. The Board shall approve the budget, any major change thereof and take responsibility that all expenditures are within the budget. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the Society are public information and shall be made available to the membership and the public.
There shall be the following Directors of the Board: a President, a Vice President, one of the President Emeriti, the Chair of the Development Committee, a Counselor at Law, a Treasurer and a Secretary. The Directors receive no compensation other than reimbursement for reasonable, out of pocket expenses.
Section 10: Quorum of the Board and Resolutions
A quorum, defined as two-third of the elected Board Members must be present before business can be transacted, vacancies can be filled in, motions made or passed.
Any resolution may be adopted via written, email votes, or via conference /Skype calls ie. without a meeting if each Director has received the draft resolution per email 5 calendar days in advance and the majority of the Directors sends the approval via email in 5 calendar days from receipt. Resolutions adopted via written votes shall be signed by the President. In case of a tie, the President’s vote counts double.
Section 11: Board Meetings
The Board shall meet at least twice a year, at an agreed upon time and place. The Board votes openly by the majority vote of the current Directors. The Board may ad hoc institute secret ballots voting in certain matters if 2/3 of the Board votes thereof openly. Minutes shall be drafted at each Board Meeting and signed by the President and authenticated by the Secretary.
Section 12: Vacancies
When a vacancy on the Board exists, present Board Members may send nominations to the Treasurer for up to two new Members, two weeks in advance of a Board Meeting. These nominations shall be sent out to Board Members with the regular Board Meeting announcement, to be voted upon at the next Board Meeting. The Board will fill these vacancies for the time period between occurrence of a vacancy and a Members’ Meeting of the Society.
The incumbent Vice President will be promoted to President, unless the majority of the Board votes otherwise.
Section 13: Board Elections
Election of new directors or election of current directors to a second term will occur as the first item of business at the Annual Members’ Meeting of the Society. Directors will be elected pursuant to the recommendation of the Board, by a majority vote of the Members’ Meeting.
Section 14: Terms of Directors
All Directors i.e. the President, the Vice President, one of the President Emeriti, the Chair of the Development Committee, the Treasurer, the Counselor ant Law and the Secretary shall serve a two-year term. The incumbent Vice President will be promoted to President, unless the majority of the Board votes otherwise.
Section 15: Notice
An official Board Meeting requires that each Board Member receive written notice per email no less than two weeks in advance.
Section 16: Duties of the Directors
The President shall convene regularly scheduled Board Meetings, pursue fundraising activity, invite the speakers of the public lectures, decide about the topics of the public lectures, organize the lectures and preside or arrange for other Members of the Board to preside at each Meeting in the following order: Vice President, one of the President Emeriti, Treasurer and Counselor at Law. The President Emeriti shall carry out public relation functions for the Society. The Vice President shall share the duties of the President. The Chair of the Development Committee shall oversee the fundraising activity. He/she will act as Chief Financial Officer in case of impediment of the Treasurer. The Counselor at Law shall complete the legal duties of the Society, review the tax returns prior to filing and assure that the records and tax returns of the Society are filed and maintained. The Treasurer shall assist the Director in charge in the preparation of the budget and tax returns, help to develop fundraising plans, make financial information available to the Board and the Society Members. The Secretary, in agreement with the President, shall send invitations to Board Meetings and Special Board Meetings, keep records of Board actions including overseeing the taking of Minutes at all Board Meetings and sending out Meeting announcements.
Section 17: Resignation, Termination and Absences
Resignation from the Board must be in writing and received by the Secretary. A Board Member shall be dropped for excess absences from the Board if he/she has two unexcused absences from Board Meetings in a year. A Board Member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 18: Special Meetings
Special meetings of the Board shall be called upon the request of any Board Member. Notices of Special Meetings shall be sent out by the Treasurer to each Board Member by email or posted two weeks in advance.
ARTICLE V – COMMITTEES
Section 19: The Members’ Meeting may elect a three member Audit Committee, members of which shall be different than the Board Members. The Audit Committee is responsible for regularly reviewing fiscal procedures and the annual budget, it reports to the Members’ Meeting via the Board.
Section 20: The Board established a Development Committee for developing and helping the execution of a fundraising plan. This Committee shall decide about its rules.
The Chair of the Development Committee is elected for 2-year terms. For his/her 2 year term, the Chair shall be member of the Board.
Section 21: The Board may establish other committees if it deems appropriate.
ARTICLE VI - REPRESENTATION AND PROPER SIGNATURE
The President and President Emeriti will each solely represent the Society towards third parties. The President will have sole signatory right on behalf of the Society. In case of impediment of the President, the Vice President with another Board Member may jointly sign corporate documents. In each case, the joint signatory sends preliminary written notice to all Directors about the document(s) to be signed. The Treasurer solely signs the bank account of the Society and the correspondence with the Internal Revenue Services. The President and the Treasurer shall use the bankcard of the Society for corporate expenses.
ARTICLE VII – MISCELLANEOUS
Section 23: Fiscal Year
The Fiscal Year shall be the calendar year.
Section 24: Amendments
These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements. The fiscal year shall be the calendar year.
Section 25: Governing Law
All questions not covered by these Bylaws shall be interpreted pursuant to the laws of the State of New York.
These Amended Bylaws were adopted by a two-thirds majority vote of the Board at the December 20, 2016 Board Meeting and on February 1, 2017.
……………… Dr. Imre Bartos, President
……………… Dr. Laszlo Zaborszky President Emeritus