Lo Statuto

LO STATUTO

IL CENACOLO ITALIANO DI CLEVELAND CONSTITUTION

Approved on Sept. 14, 2026

 

ARTICLE I – NAME

SECTION 1.

The name of this organization shall be: IL CENACOLO ITALIANO DI CLEVELAND

SECTION 2.

Hereafter, this organization shall be referred to as Il Cenacolo.

 

ARTICLE II – MISSION AND PURPOSE

SECTION 1.

The mission of Il Cenacolo shall be to promote the Italian language and culture through lectures and conferences, and to support those initiatives that contribute to the preservation and advancement of Italian heritage for future generations.

SECTION 2.

The purpose of Il Cenacolo shall be to sponsor conferences on Italian cultural topics, such as literature, music, art and science, and to support Italian cultural institutions, such as the Italian American Collection of the Western Reserve Historical Society and the Italian Cultural Garden of Cleveland;

 

ARTICLE III – MEMBERSHIP

SECTION 1.

Il Cenacolo shall be open to individuals interested in the Italian language and culture.

SECTION 2.

Conditions of Membership:

  1. Active members shall be persons who have paid their annual dues;
  2. Membership shall be granted upon approval by the Executive Board;
  3. Members who have not paid their dues for two (2) consecutive years shall no longer be considered members of Il Cenacolo;
  4. Honorary membership may be conferred on individuals at the discretion of the Executive Committee for their outstanding contributions and leadership in the Italian-American community and in promoting the Italian language and culture. Honorary members are entitled to all the privileges of active members, but are excluded from holding office, voting and paying dues;
  5. Emeritus status shall be conferred on members for their exceptional service and longevity in promoting the goals of Il Cenacolo. A member emeritus shall continue to have the same privileges as active members without the obligation of paying membership dues.
  6. Members are expected to conduct themselves in a respectful and constructive manner consistent with the mission and purposes of Il Cenacolo. Disruptive conduct shall include, but shall not be limited to:
  7. Repeated behavior that substantially interferes with meetings, programs, or organizational activities;
  8. Harassment, intimidation, or abusive conduct toward members, guests, speakers, or officers;
  9. Conduct that damages the reputation, operations, or orderly functioning of Il Cenacolo;
  10. Repeated violations of the Constitution, By-Laws, or policies adopted by the Executive Committee.

 

ARTICLE IV – OFFICERS

SECTION 1.

The elected officers of Il Cenacolo shall be:

  1. President
  2. President-elect
  3. Recording Secretary
  4. Corresponding Secretary
  5. Treasurer
  6. Four Directors-at-Large

SECTION 2.

The term of office for the president, president-elect and the directors-at-large shall be two years. All other officers shall have no term limits.

 

ARTICLE V – NOMINATIONS AND ELECTIONS

SECTION 1.

To be eligible to hold any office, a person must have been an active member of Il Cenacolo for at least two years.

SECTION 2.

Every year, at the May meeting, the Nominating Committee shall present a slate of officers for election. Active members may submit nominations in writing at the April meeting. Officers shall be elected by a majority vote of the active members present at the May meeting. If necessary, due to inclement weather, and/or for the convenience of the members, the business of Il Cenacolo Italiano may be conducted by electronic means. This shall also apply to meetings of the Executive Committee “Electronic means” shall include email, phones, and audio and video conferencing. At least twenty-four hour advance notice must be given in writing to all involved parties. Whenever business is conducted electronically, voting by electronic means shall be permitted. Electronic votes transmitted by email, secure online platform, audio conference, video conference, or other electronic means approved by the Executive Committee shall have the same validity and effect as votes cast in person, provided that a quorum is established, and the votes can be reasonably verified.

SECTION 3.

Two of the four directors-at-large are nominated in alternating years for a two-year term; one is nominated by the Nominating Committee, the other by a quorum of the active members.

SECTION 4.

Newly elected officers shall begin their term at the closing of the June meeting.

SECTION 5.

Any vacancy shall be filled by presidential appointment with the approval of the Executive Committee.

 

ARTICLE VI – EXECUTIVE COMMITTEE

SECTION 1.

The Executive Committee shall consist of the elected officers, the Directors-at-Large, and the Advisory Committee.

SECTION 2.

The duties of the Executive Committee shall be to:

  1. Guide Il Cenacolo in the fulfillment of its mission and purpose;
  2. Assist with and approve of cultural and social programs;
  3. Establish guidelines for the disbursement of funds;
  4. Approve the nominees to fill any vacancy that may arise during a term of office;
  5. Approve new members, honorary members and members emeriti.

SECTION 3.

The Executive Committee may suspend or revoke the membership of a member for disruptive conduct.

  1. The member shall receive written notice of the concerns and shall be given an opportunity to respond before any final action is taken;
  2. Suspension or revocation of membership shall require a two-thirds vote of the Executive Committee members present at a meeting where a quorum exists;
  3. The decision of the Executive Committee shall be final.

SECTION 4.

The Executive Committee can be convened by the president, the president-elect or by petition of 10% of the membership.

 

ARTICLE VII – DUTIES OF OFFICERS

SECTION 1.

The President shall:

  1. Preside over all general and executive meetings;
  2. Act as a liaison between Il Cenacolo and other cultural organizations;
  3. Appoint committee chairpersons (except the chairperson of the Nominating Committee – see Article VIII, Section 2).

SECTION 2.

The President-elect shall:

  1. Perform all the duties of the president when he/she is absent;
  2. Automatically assume the office of president at the conclusion of the two-year term.

SECTION 3.

The recording secretary shall:

  1. Take the minutes of all regular, executive and special meetings;
  2. Read the minutes at the subsequent meeting;
  3. Give the Archives Committee a copy of the approved minutes after each meeting.

SECTION 4.

The corresponding secretary shall:

  1. Send notices of meetings and other special announcements;
  2. Perform all secretarial duties as may be required, such as, but not limited to, sending get-well cards, condolences and congratulatory notes.

SECTION 5.

The treasurer shall:

  1. Receive and deposit all funds of Il Cenacolo in an accredited and fully insured commercial bank;
  2. Deposit the principal and the revenues of the Fournier Fund in an accredited and fully insured institution.
  3. Disburse funds at the request of the Executive Committee;
  4. Give a detailed financial report at the May meeting;
  5. Submit the yearly financial report to at least two directors-at-large for an audit at the May meeting;
  6. Pay all bills not exceeding $500; bills exceeding $500 must be approved by the president.

SECTION 6.

The directors-at-large shall: Audit and sign the financial report of Il Cenacolo every year at the May meeting; The audit shall be conducted by at least two of the four Directors-at-Large.

SECTION 7.

The Advisory Committee will consist entirely of ex-Presidents and will be part of the Executive Committee. At the end of his or her term, the outgoing President automatically will become a member of the Advisory Committee. The ex Presidents will remain members of the Advisory Committee as long as they remain active members of Il Cenacolo. (See “Article III, Section 1, a, of the Statuto). The President has the right to call a meeting of the Advisory Committee at any time; however, the committee’s vote will not be binding unless the Advisory Committee meeting votes as part of an Executive Committee meeting.

 

ARTICLE VIII – COMMITTEES

SECTION 1.

The Standing Committees shall be:

  1. Nominating Committee
  2. Membership Committee
  3. Program Committee
  4. Hospitality Committee
  5. Social Media Committee
  6. Honorary Awards Committee
  7. Ferdinand and Ina Fournier Fund Committee
  8. Archives Committee

SECTION 2.

The Nominating Committee shall consist of three members:

  1. The immediate past president who shall automatically become committee chairperson;
  2. A member selected by and from the Executive Committee;
  3. A member nominated and elected by the general membership.

SECTION 3.

Each chairperson (except for the Nominating Committee chairperson) has the prerogative to choose all the members of their committee.

SECTION 4.

The duties of the Standing Committees:

  1. The Nominating Committee shall be in charge of the nominations and elections of officers as provided in Article V;
  2. The Membership Committee shall evaluate membership applications and present its recommendations to the Executive Committee as provided in the By-laws. The committee is also responsible for sending notices for membership dues to all members (see By-laws, Section 2);
  3. The Program Committee shall arrange cultural programs and, if necessary, propose a budget to cover expenses. The committee shall provide copies of communications with speakers, (e.g., invitations, CVs/bios, and letters), to the Archives Committee;
  4. The Hospitality Committee shall make arrangements for meeting places, and will work closely with the Program Committee;
  5. The Social Media Committee shall maintain and oversee the Webpage and its content. The committee shall provide copies of published articles and announcements to the Archives Committee.
  6. The Honorary Awards Committee shall propose the name(s) of candidate(s) for Honorary Membership and Emeritus status as provided in Article III, Sections 1.d and 1.e. Candidates for the Leonardo da Vinci award shall be outstanding members who have shown long-standing dedication and commitment to the mission of Il Cenacolo. The committee shall provide a copy of any formal announcement of award recipients to the Archives Committee;
  7. The Ferdinand and Ina Fournier Fund Scholarship Committee shall choose the recipients of the Fournier scholarships. The committee shall provide a copy of the list of recipients to the Archives Committee;
  8. The Archives Committee shall preserve all records and documents of the Club, and shall augment the archives of Il Cenacolo in the Italian American Collection at the Western Reserve Historical Society.

 

ARTICLE IX – MEETINGS

SECTION 1.

The regular meetings of Il Cenacolo shall take place on the second Monday of the following months: September, October, November, December, March, April, May; the date of the June meeting will be announced.

SECTION 2.

The May meeting shall be devoted to the annual business discussion and to the election of new officers. The meeting is closed to guests.

SECTION 3.

At the June meeting, the new officers shall be sworn into office.

SECTION 4.

If necessary, due to inclement weather and/or for the convenience of the members, the business of Il Cenacolo Italiano may be conducted electronically. “Electronically” shall include email, phones, and audio and video conferencing. At least a twenty-four-hour advance notice must be provided to all members. For meetings conducted electronically, members participating through approved electronic means shall be considered present for purposes of quorum and voting.

 

ARTICLE X – AMENDMENTS

SECTION 1.

The constitution may be amended by a majority vote of all active members.

SECTION 2.

All proposed amendments must be presented in writing to all members 15 days prior to the vote.

SECTION 3.

An ad hoc committee shall be appointed every five years to review the constitution and suggest revisions and/or additions.

 

ARTICLE XI – QUORUM

SECTION 1.

Four members shall constitute a quorum at an Executive Committee meeting.

SECTION 2.

Ten active members shall constitute a quorum at a general meeting.

 

ARTICLE XII – ORDER OF BUSINESS

SECTION 1.

The order of business at meetings shall be the following:

  1. Call to order
  2. Introduction of guests
  3. Reading of the minutes
  4. Corresponding Secretary’s report
  5. Introduction of new members
  6. Treasurer’s report
  7. Standing Committees’ report
  8. Special Committees’ report
  9. Old business
  10. New business
  11. Program
  12. Adjournment

SECTION 2.

All meetings and social discussions shall be conducted in Italian; the president may suspend this rule for special reasons or circumstances.

 

ARTICLE XIII – DISSOLUTION AND DISTRIBUTION OF ASSETS

SECTION 1.

Il Cenacolo may be officially dissolved by a majority vote of the active members.

SECTION 2.

Procedures for the dissolution of Il Cenacolo and the distribution of its assets:

  1. A proposal for the dissolution of Il Cenacolo must be presented, discussed and voted upon by at least a quorum of the Executive Committee members present (Article XI, Section);
  2. Within five days from the passage of said proposal, the Executive Committee shall send a ballot to all the members requesting their vote for or against the dissolution;
  3. Within 25 days after mailing the ballots, the president shall convene a special meeting of the Executive Committee for the purpose of counting the ballots;
  4. If the dissolution of Il Cenacolo is approved by a majority vote of all active members, the Executive Committee will develop a plan for the distribution of all assets;
  5. The president shall then call, within fifteen days, a special meeting of all active members to vote on the plan for the distribution of all assets; two-thirds majority vote shall be necessary for the passage of the plan;
  6. After all expenses and debts are paid, the remaining assets shall be distributed in accordance with the purpose of Il Cenacolo and in compliance with section 501(c)(3) of the Internal Revenue Code; g. The Executive Committee has the responsibility and authority to disburse any funds.

SECTION 3.

The Executive Committee shall seek expert legal advice for the final distribution of the assets of the Fournier Fund.

 

BY-LAWS

SECTION 1.

Membership application procedure:

  1. The candidate for membership must attend at least two meetings before being considered for membership and must be sponsored by a member who has been active for at least two years;
  2. A prospective member shall submit a membership application to the chairperson of the Membership Committee, who will present his/her recommendations to the Executive Committee for final approval.

SECTION 2.

Annual Dues:
Notices will be sent out by the Membership Committee at the end of June.
Members shall send in their dues to the treasurer by August 1st of the same year.

SECTION 3.

Email Advertisements and Announcements:

Il Cenacolo may distribute advertisements or announcements by email provided that such communications are consistent with the mission and purpose of Il Cenacolo as stated in Article II of the Statuto.

  1. Non-profit advertisements and announcements: Il Cenacolo may distribute advertisements or announcements by email on behalf of non-profit organizations, institutions, or activities, provided that such communications are consistent with the mission and purpose of Il Cenacolo.
  2. For-profit advertisements of members: Il Cenacolo may distribute advertisements by email promoting a for-profit business, service, product, or activity of an active, honorary, or emeritus member, provided that the advertisement is consistent with the mission and purpose of Il Cenacolo.
  3. For-profit advertisements of non-members: Il Cenacolo shall not distribute advertisements by email promoting a for-profit business, service, product, or activity of a non-member.
  4. Approval: Advertisements and announcements to be distributed through the official email communications of Il Cenacolo shall be subject to approval by the Executive Committee or by a person designated by the Executive Committee.