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BYLAWS OF POLISH ARTS CLUB OF BUFFALO, INC.

A corporation governed by the Not-for-Profit Corporation Law of New York

Adopted by vote of the members of the club on December 11, 2024

ARTICLE I: NAME

The name of this organization shall be the Polish Arts Club of Buffalo, Inc.

ARTICLE II: MISSION

To enhance Western New York’s cultural resources by fostering interest, appreciation and understanding of the culture and history of Poland and Polish Americans and by safeguarding Polish American Heritage throughout Western New York

ARTICLE III: PURPOSE

The purpose of the Polish Arts Club of Buffalo, Inc. is to promote, support, and celebrate Polish arts, culture, history and heritage through educational, artistic, and cultural programming. This includes, but is not limited to, organizing events, exhibitions, speakers and community programs that enhance the understanding and appreciation of Polish arts and culture and history.

ARTICLE IV: MEMBERSHIP

Eligibility: Membership is open to anyone interested in supporting and furthering the Club’s mission.

  1. Categories of Membership:
  • Individual: begins upon payment of annual membership dues.
  • Family: Spouses and their dependent children under 18 years of age. Each spouse has a vote, the children do not; or a parent and one adult child whose primary residence remains the same as that of the parent; begins upon payment of annual membership dues.
  • Student: Available to full-time students possessing a student ID upon payment of annual dues.
  • Life: begins upon payment of a sum determined by the Board.
  • Sustaining: Individual members who wish to provide additional support upon payment of a sum determined by the Board.
  • Honorary: Bestowed by a vote of the membership on individuals who have rendered eminent service to Polish culture or to the Club.
  • Corporate: Available to corporations and businesses at a sum determined by the Board.
  1. Dues: Annual dues are determined at the Board meeting each September and are due by January 31 of each calendar year.
  2. Rights and Responsibilities: Members are entitled to vote on Club matters and participate in events and committees. Members are expected to support the mission and uphold the purpose of the Polish Arts Club of Buffalo, Inc.  Borrowing privileges to all University at Buffalo Libraries is included in Membership.  Inquiries should be made at the University at Buffalo Polish Room.

ARTICLE V: BOARD OF DIRECTORS

Composition: The Board of Directors shall consist of no fewer than seven and no more than fifteen members, including Officers and Directors.  In addition up to two individuals from the Greater Western New York community with specific expertise may be invited to participate upon Board approval for a two-year renewable term.

Duties:

  • The Board is responsible for setting policy, managing funds, approving budgets, scheduling events and overseeing the Club’s strategic direction.
  • Each Director must attend at least 75% of Board meetings annually and actively participate in the Club’s initiatives.

 Term and Election:

  • Directors are elected for two-year terms.
  • Elections will be held at the annual membership meeting, with nominations submitted by members in good standing to the Board prior to the election.

 Quorum :

  • A quorum for any Board meeting shall consist of a majority of Board members. Each Board member has one vote and proxy voting is not allowed.  Votes may be taken by Email, zoom, or conference call.  Board action in between Board meetings may be taken in the same manner.

 Vacancies:

  • Any vacancies on the Board shall be filled by a majority vote of the remaining Board members until the next annual election.

ARTICLE VI: OFFICERS

  1. Officers:The Officers of the Club shall consist of a President, Vice President, Secretary, and Treasurer.
  2. Duties of Officers:
    • President: Presides at all meetings, represents the Club in public matters, and ensures effective Board governance.
    • Vice President: Assists the President and assumes his/her duties in his/her absence.
    • Secretary: Maintains accurate records, including meeting minutes, membership lists, and official documents.
    • Treasurer: Manages financial records, oversees the Club’s finances, prepares financial reports, and ensures timely filing of necessary financial documents.
  3. Term and Election: Officers are elected by the Board and serve renewable two-year terms.
  4. Removal of Officers: An Officer may be removed by a two-thirds vote of the Board for failure to fulfill his/her duties or for actions deemed detrimental to the Club.

ARTICLE VII: MEETINGS

  1. Annual Meeting: The annual meeting of the members shall be held in December of each calendar year to review the year’s activities, present financial reports, and hold elections. All actions subject to approval will require a vote of the majority of those present.
  1. Regular Board Meetings: Regular Board meetings shall be held at least quarterly at a time and place designated by the President.
  2. Special Meetings: Special meetings may be called by the President or by a majority of the Board as needed.
  3. Voting: Each member present at the annual meeting has one vote.  Proxy voting is not allowed.

ARTICLE VIII: COMMITTEES

  1. Standing Committees: The Club may have the following standing committees:
    • Communications Committee: is responsible for developing communication plans that reflect the Club’s values, supporting the Club’s online presence, contributing to the  Club’s website, social media, and its newsletter as well as public relations.
    • Development Committee: is responsible for recruiting new members and guides the organization’s fundraising efforts, including reviewing and approving fundraising initiatives, cultivating donor relationships, soliciting donations and ensuring the Board actively participates in resource development.
    • Events and Program Committee: is responsible for planning and executing both large scale events and smaller programs, including selecting speakers, developing schedules, coordinating logistics and ensuring the overall flow and content of the activities are aligned with the mission of the club.
    • Finance Committee: is responsible for the overall financial oversight of the Club, including approving the overall budget, monitoring monthly financial reporting, including the annual IRS Form 990 and all required tax filings.
    • Scholarship Committee:  The Scholarship Committee of the Polish Arts Club is responsible to coordinate the search for, evaluation and determination of scholarships based on established qualifications recommended by the Committee and approved by the Board of Directors.
  2. Ad Hoc Committees: The Board may establish ad hoc committees for specific tasks or events.
  3. Committee Chairs: Each committee shall be chaired by a member appointed by the Board, responsible for coordinating the committee’s activities and reporting to the Board.

ARTICLE IX: FINANCES

  1. Fiscal Year: The fiscal year of the Polish Arts Club of Buffalo, Inc. shall begin on January 1 and end on December 31.
  2. Budget: The Board shall prepare and approve an annual budget to be presented at the annual meeting.
  3. Financial Oversight: All expenses must align with the budget or be approved by a majority vote of the Board.  The Treasurer is responsible for managing funds and providing regular financial updates.
  1. Audit: The financial records shall be reviewed annually by the Finance Committee and by the Club’s CPA who prepares the IRS FORM 990 and the CHAR 500 report. An independent auditor may be engaged as determined necessary by the Board.

ARTICLE X:  CONFLICT OF INTEREST

Board members owe a fiduciary duty to ensure their decisions are in the best interest of the Polish Arts Club of Buffalo, Inc.  Potential conflicts of interest regardless of how minor they may seem must be disclosed.  Members with a conflict of interest must abstain from participation in decisions and votes on relative matters.  Conflict of interest statements and other policy statements required by New York State law are reviewed and updated annually.

ARTICLE XI: AMENDMENTS

  1. Proposal: Amendments to these bylaws may be proposed by any member of the Board or by a written petition signed by at least 10% of the members.
  2. Approval: Amendments must be approved by a majority vote of the membership at the annual meeting or at a special meeting called for this purpose.

ARTICLE XII: DISSOLUTION

In the event of dissolution, any remaining assets of the Polish Arts Club of Buffalo, Inc., after the satisfaction of liabilities, shall be distributed to a charitable organization(s) that supports Polish culture, as determined by the Board.