IL CENACOLO ITALIANO DI CLEVELAND
Approved on December 14, 2020
ARTICLE I – NAME
The name of this organization shall be: IL CENACOLO ITALIANO DI CLEVELAND
Hereafter, this organization shall be referred to as Il Cenacolo.
ARTICLE II – MISSION AND PURPOSE
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.
The purpose of Il Cenacolo shall be to:
a. Sponsor conferences on Italian cultural topics, such as literature, music, art and science;
b. Present the Borsa di Studio Award to students who have excelled in the study of the Italian language and culture at an accredited educational institution; or, if this is not possible, award a grant to a cultural/educational institution that has excelled in promoting the Italian language and culture;
c. 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
Il Cenacolo shall be open to people interested in the Italian language and culture.
a. Active members shall be persons who have paid their annual dues;
b. Membership shall be granted upon approval by the Executive Board;
c. Members who have not paid their dues for two (2) consecutive years shall no longer be considered members of Il Cenacolo;
d. Honorary membership may be conferred on individuals at the discretion of the Executive Committee for their outstanding contributions and leadership in the Italian community 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;
e. 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 the membership dues.
f. For membership application procedure, see the Bylaws.
Membership shall extend from July 1 to June 30 of the following year.
ARTICLE IV – OFFICERS
The elected officers of Il Cenacolo shall be:
c. Recording Secretary
d. Corresponding Secretary
f. Four Directors-at-large
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 limit.
ARTICLE V – NOMINATIONS AND ELECTIONS
To be eligible to hold any office, a person must have been an active member of Il Cenacolo for at least two years.
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.
When necessary, due to inclement weather or other unforeseen circumstances outside the control of the Officers or Members, the business of Il Cenacolo Italiano may be conducted by electronic means.
“Electronic means” shall include email, cell phone, and audio and video conferencing.
At least twenty-four hour advance notice must be given in writing to all involved parties.
For electronic voting to occure, the requisite majority of voting members must be able to communicate their votes via an electronic means.
Two of the four directors-at-large are nominated in alternating years for a term of two years; one is nominated by the Nominating Committee, the other, by a quorum of the active members.
Newly elected officers shall begin their term at the closing of the June meeting.
Any vacancy shall be filled by presidential appointment with the approval of the Executive Committee.
ARTICLE VI – EXECUTIVE COMMITTEE
The Executive Committee shall consist of the elected officers, the Directors-at-Large and the Advisory Committee.
The duties of the Executive Committee shall be to:
a. Guide Il Cenacolo in the fulfillment of its mission and purpose;
b. Assist with and approve of cultural and social programs;
c. Establish guidelines for the disbursement of funds;
d. Approve the nominees to fill any vacancy that may arise during a term of office;
e. Approve new members, honorary members and members emeriti.
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
The President shall:
a. Preside over all general and executive meetings;
b. Act as a liaison between Il Cenacolo and other cultural organizations;
c. Appoint committee chairpersons (except the chairperson of the Nominating Committee – see Article VIII, Section 2).
The President-elect shall:
a. Perform all the duties of the president when he/she is absent;
b. Automatically assume the office of president at the conclusion of the two-year term.
The recording secretary shall:
a. Take the minutes of all regular, executive and special meetings;
b. Read the minutes at the subsequent meeting;
c. Give a copy of the approved minutes after each meeting to the Archives chairperson.
The correspondence secretary shall:
a. Send notices of meetings and other special announcements;
b. Perform all secretarial duties as may be required, such as, but not limited to, sending get-well cards, condolences and congratulatory notes.
The treasurer shall:
a. Receive and deposit all funds of Il Cenacolo in an accredited and fully insured commercial bank;
b. Deposit the principal and the revenues of the Fournier Fund in an accredited and fully insured institution.
c. Disburse funds at the request of the Executive Committee;
d. Give a detailed financial report at the May meeting;
e. Submit the yearly financial report to at least two directors-at-large for an audit at the May meeting;
f. Pay all bills not exceeding $500; bills exceeding $500 must be approved by the president.
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.
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 Adisory 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 takes place as part of an Executive Commitee meeting.
ARTICLE VIII – COMMITTEES
The Standing Committees shall be:
a. Nominating Committee
b. Membership Committee
c. Program Committee
d. Hospitality Committee
e. Social Media Committee
f. Honorary Awards Committee
g. Borsa di Studio Committee
h. Ferdinand and Ina Fournier Fund Committee; Scholarship Grants
i. Archives Committee
The Nominating Committee shall consist of three members:
a. The immediate past president who shall automatically become committee
b. A member selected by and from the Executive Committee;
c. A member nominated and elected by the general assembly;
The chairpersons (except for the Nominating Committee chairperson) have the prerogative to choose all the members of their respective committee;
The duties of the Standing Committees:
a. The Nominating Committee shall be in charge of the nominations and elections of officers as provided in Article V;
b. The Membership Committee shall evaluate the 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);
c. The Program Committee shall provide cultural programs and propose a budget, if necessary, to cover the expenses;
d. The Hospitality Committee shall make arrangements for the meeting places, and will work closely with the Program Committee;
e. The Social Media Committee shall maintain and oversee the Webpage and its content;
f. The Honorary Award Committee shall propose the name(s) of candidate(s) for Honorary Membership and Emeritus status as provided in Article III, Section 1-d and Section 1-e. The
nominees for the Leonardo da Vinci award in accordance with the selection process: criteria and guidance and the award application shall be an outstanding member who has shown long standing dedication and commitment to the mission of Il Cenacolo;
g. The Borsa di Studio Committee shall be responsible for the annual scholarship
competition. Any publicity pertaining to the competition and copies of any documents generated by the committee shall be given to the chairperson of the Archives Committee;
h. The Ferdinand and Ina Fournier Scholarship Grant Committee shall advise on matters pertaining to the Last Will and Testament of Ina Zingales Fournier;
i. The Archives Committee shall preserve all records and documents, and augment the
archives of Il Cenacolo in the Italian American Collection at the Western Reserve Historical Society.
ARTICLE IX – MEETINGS
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.
The May meeting shall be devoted to the annual business discussion and to the election of new officers. The meeting is closed to guests.
At the June meeting the new officers shall be sworn into office.
SECTION 4. See Article V – Nominations and Elections, Sect. 2
ARTICLE X – AMENDMENTS
The constitution may be amended by a majority vote of all active members.
All proposed amendments must be presented in writing to all members 15 days prior to the vote.
An Ad hoc committee shall be appointed every five years with the purpose of reviewing the constitution and suggesting revisions and/or changes.
ARTICLE XI – QUORUM
Four members shall constitute a quorum at an Executive Committee meeting.
Ten active members shall constitute a quorum at a general meeting.
ARTICLE XII – ORDER OF BUSINESS
The order of business at meetings shall be the following:
a. Call to order
b. Introduction of guests
c. Reading of the minutes
d. Corresponding Secretary’s report
e. Introduction of new members
f. Treasurer’s report
g. Standing Committees’ report
h. Special Committees’ report
i. Old business
j. New business
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
Il Cenacolo may be officially dissolved by a majority vote of the active members.
Procedure for the dissolution of Il Cenacolo and the distributions of its assets:
a. 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)
b. 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;
c. 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;
d. 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
e. 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.
f. 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 execute the disbursement of any funds.
The Executive Committee shall seek expert legal advice for the final distribution of the Fournier Fund.
Membership application procedure:
a. 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;
b. 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.
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.