UNITED HELLENIC AMERICAN SOCIETIES

OF NORTHERN CALIFORNIA

A California Public Benefit Association

BYLAWS

Revised and Adopted June 27, 2002

ARTICLE I

NAME, OFFICE AND PURPOSE

Section 1. Name

The official name of this Association shall be the “United Hellenic American Societies of Northern California”. The Association may also refer to itself and conduct business under the name of “Hellenic Federation of Northern California” (hereinafter referred to as “the Federation). The registered Internet Name is www.hellenicfederation.org

Definitions

The meaning of the terms “member organization”, “member at large” and “member” will be as defined as in Article IV, Section 1.

The meaning of the term “General Assembly” will be as defined in Article IV, Section 6.

Section 2. Principal Office

The principal office of the Federation shall be located in the City and County of San Francisco, State of California. The principal office and additional offices may be located in such other places as may be determined from time to time by the Board of Directors.

Section 3. Mission

The mission of this Federation is to promote, preserve and protect the Hellenic culture, Hellenic heritage, as well as the principles and ideas of Hellenism. To achieve this mission, the Federation will strive to: encourage strong Hellenic-American relations; promote cultural activities; promote educational activities and events among the Hellenic-American community; and defend Hellenism when the occasion requires it.

Section 4. Purpose

The purpose of the Federation shall be:

A. To sponsor, coordinate, organize and conduct the two National Greek Holidays: the Greek Independence Day Celebration and the OXI-Day Celebration.

B. To encourage and sponsor cultural and educational activities for the Hellenic American communities in Northern California

C. To promote the Hellenic culture to all people in the United Sates through the educational process, including but not limited to such activities as public discussion groups, forums, lectures, panels, newsletters, pamphlets, bulletins and other similar programs.

D. To protect the truth of Hellenic history and the principles and ideals of Hellenism.

E. To encourage, support, and assist in every way possible, the Greek American youth in learning and advocating the Greek language, traditions and culture.

F. To preserve the Greek language and be supportive of educational institutions which teach the Greek language and other courses pertaining to Greece.

G. To protect and preserve Hellenic human rights internationally and support those who strive to improve human rights.

H. To support the activities of all Hellenic American fraternal, benevolent, charitable and religious organizations, as well as individuals and corporations in Northern California, whenever such activities pertain to issues of importance to the Greek American community relating to matters of Hellenic culture and heritage and to keep a community calendar of events..

I. To encourage the “members” and “member organizations” to participate in civic and ethnic activities held in Northern California for the purpose of promoting a better understanding between the American and Greek peoples.

J. To recognize those of Greek descent who have contributed to, and promoted or influenced Hellenism by their active role in society in all fields of endeavor.

K. To acquire, to accept as gift, or to lease and maintain any real or personal property in the State of California or elsewhere, or to dispose of same whenever it is allowed and when it is for the furtherance of the purposes of the Federation. The Federation may sell any property, whether real or otherwise, that has been purchased, inherited or by other legal means obtained by the Federation if such action is allowed by the terms of acquisition and the decision made by the Board of Directors after due notification and discussion at a “General Assembly” or special meeting. To sell any property, there shall be an affirmative two-thirds vote of the “members” at a duly noticed meeting of the “General Assembly” at which a quorum is present.

L. To establish charitable and/or non-profit foundations for specific purposes, including the ownership and management of facilities and/or activities for the public benefit of Hellenic organizations, communities, parishes, and any other worthy, charitable and not for profit public causes.

M. To promote and encourage among the “members” and “member organizations” loyalty and allegiance to the United States of America and its Constitution, as well as respect and obedience to the laws of its States and their subdivisions.

ARTICLE II

NONPARTISAN ACTIVITIES

The Federation shall be nonprofit and nonpartisan. The Federation shall not participate or intervene in any political campaign on behalf of any candidate for public office, nor shall it engage in any activities which are not permitted for an entity which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code and Section 23701d of the California Revenue and Taxation Code.

The Federation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described above.

ARTICLE III

DEDICATION OF ASSETS

The properties and assets of the Federation are irrevocably dedicated to charitable purposes. No part of the net earnings, properties, or assets of the Federation, on dissolution or otherwise, shall inure to the benefit of any director, officer or “member” of the Federation or to any private person or individual. On liquidation or dissolution, all properties and assets and obligations shall be distributed and paid over to a nonprofit fund, foundation, association or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code and Section 23701d of the California Revenue and Taxation Code.

ARTICLE IV

MEBERS

Section 1. Membership

The Federation shall have the following classes of membership: “regular member organizations”; “associate member organizations”; and an “auxiliary organization” comprised of “members at large”

(a) “regular member organizations” shall consist of any Hellenic American fraternal, benevolent, charitable, educational and professional organization located in Northern California that wishes to join the Federation and whose application for membership is approved by the process described in Section 3 of this Article.

(b) “Associate member organizations” shall consist of any Hellenic American youth and/or student organizations or any business entity or corporation located in Northern California whose business relates to Hellenism and that wishes to join the Federation and whose application for membership is approved by the process described in Section 3 of this Article.

(c) Qualified individuals who do not belong to any other “member organization” but wish to join the Federation, may join as “members at large” by joining the Federation’s “Auxiliary Organization” which will enjoy the same privileges as all other “member organizations”. The “Auxiliary Organization” and qualification of individuals for “member at large” will be defined in section 3 of this Article.

The words “member organization” in quote marks (“member organization”) throughout this document will refer to “regular member organizations”, “associate member organizations” or the “Auxiliary Organization” as defined in this paragraph. The word “member” in quote marks (“member”) throughout this document will refer to the delegates and alternates of “member organizations” and to the “members at large” as described in this paragraph. The words “member at large” in quote marks (“member at large”) refers specifically to members of the “Auxiliary Organization”. The rights of “members at large” shall be as defined in Section 5 of this Article.

Section 2 Auxiliary Organization

The “Auxiliary Organization” is a “member organization” constituted under the rules of the Federation for the express purpose of providing membership to the Federation for individuals who may wish to join the Federation but do not belong to any other “member organization”. Federation membership of the “Auxiliary Organization” is automatic and not subject to the application process described in section 3 below. Furthermore, the “Auxiliary Organization” will not have officers and will not be required to pay dues since its members (the “members at large”) will be paying their individual dues directly to the Federation as provided for in paragraph C of section 4 of this Article. Individuals seeking to join the “Auxiliary Organization” must go through the membership application process described in Section 3 below (qualification). Individuals who become members of the “Auxiliary Organization” will be referred to as “members at large”. The dues and rights of “members at large” will be described in sections 4 and 5 of this Article.

Section 3. Application for Membership

A. An application shall include, but not be limited to, the name, address, telephone number, fax number and e-mail of the applicant.. If applicant is an organization, the application must state its purpose, current officers, and a statement that the approval to apply for membership was taken at a duly constituted regular or special meeting of the applicant organization.

B. All applications must be completed and signed by the prospective individual “members at large” or the President or Chairman of the prospective “member organization”.

C. A check for the annual dues must accompany the application.

D. If the applicant is an organization, a copy of the organization’s Constitution and Bylaws or other “statement of purpose” should be enclosed with the Application for Membership so that the Federation’s Board of Directors may evaluate the compatibility of the applicant’s activities and purposes with those of the Federation. Individuals applying for “member at large” status must state clearly their motivation and reasons for their desire to join so that the Federation’s Board of Directors may conduct a qualification process by evaluating the compatibility of the applicant’s objectives compared to those of the Federation.

E. All Applications for Membership will be reviewed by the Board of Directors. The Board will approve or disapprove the application. The Board shall consider if an applicant meets the membership criteria and whether the applicant’s membership will constitute a constructive addition to the Federation. It must be understood that membership is not automatic. Membership is a privilege, not a right. Acceptance of an Application for Membership must be by a recommendation of the Board of Directors followed by a majority vote of the voting “members” during a duly constituted “General Assembly” meeting. For “member at large” applications, the approval procedure will be the same as for member organizations. The Board of Directors will send a letter to the organization or individual applying for membership with its decision.

F. A “member organization” or a “member at large” or a “member” may be terminated (expelled from the Federation) if it is determined that the implicit or explicit objectives and activities of the “member organization” or “member at large” or “member” have become incompatible with those of the Federation, or if said “member organization’s”, “member’s” or “member’s at large” participation in the activities of the Federation is damaging rather than constructive, or if the “member organization” fails to participate in the Greek Independence Day Celebration Committee pursuant to Article VII, section 1, or whenever, in the Federation’s judgment, the best interests of the Federation would be served thereby. The termination procedure will consist of a recommendation from the Board of Directors and a two-thirds majority vote of the “General Assembly” using a secret ballot process during a duly constituted Business meeting. Any “member organization”, “member at large” or “member” proposed to be terminated shall be given not less than 30 days notice of such proposal, the reasons therefor, and a reasonable opportunity to be heard at said meeting before any action to terminate is voted upon

Section 4. Dues

A. “Regular Member organizations” shall pay annual dues as determined from time to time by the “General Assembly” at a duly noticed meeting.

B. “Associate member organizations” shall pay annual dues of fifty percent (50%) of the “Regular member organizations” dues amount.

C. Individual “members at large” shall pay annual dues of fifty percent (50 %) of the “Regular member organizations” dues amount. The dues of “members at large” will be paid directly to the Federation

D. All dues shall be due and payable in January of each calendar year.

E. Any “member organization” or “member at large” that fails to pay dues within the first five (5) months of any calendar year shall be deprived of its right to vote and may be excluded from participating in the business of the Federation at the discretion of the Board of Directors. When the annual dues have been paid, the delinquent “member organization” or “member at large” will be automatically reinstated prospectively as a member in good standing.

F. The amount of dues may only be changed by a two-thirds majority vote of all voting “members” present at a “General Assembly” meeting at which a quorum is present. The notice of said “General Assembly” meeting shall inform “member organizations” of the proposal to change the membership dues.

Section 5. Rights and obligations

A. Each “member organization” shall be represented by two (2) regular delegates, plus two (2) alternate delegates, which have been duly elected or appointed by the “member organization”. In the absence of a delegate, an alternate delegate may represent and vote on behalf of a “member organization”. It is highly recommended that one of the delegates be the President or Vice President, or an officer, of the “member organization”. Additional guests from “member organizations” may attend Federation meetings, but only the delegates shall have voting rights as described in paragraph C below. The President of any “member organization”, if present at a meeting, may at his discretion vote in place of any of his “member organization’s” elected or appointed delegates.

B. Delegates shall serve until the end of the calendar year of their appointment, or until a successor is appointed by the “member organization”, unless they are expelled by the Federation, as provided in Article IV, Section 3F and section 5K, in which case they will cease serving immediately.

C. When appointing delegates, the “member organization” shall submit the names, addresses, telephone numbers, fax numbers, and e-mail addresses of their delegates and alternates, to the Federation in writing.

D. Each “member organization” is entitled to two (2) votes at all regular and special meetings of “members”. This shall constitute the voting power of the “General Assembly”. These votes shall be exercised by the delegates or by the alternates if the delegates are absent. If more than two “members at large” are present at any meeting, they may caucus to decide among themselves as to which two will be voting on behalf of the “:Auxiliary Organization”.

E All “members” will have the right to run and be elected or appointed to any

office. This includes all “members at large”

F If a delegate is appointed by more than one “member organization”, he/she must state, when it comes time to vote, which “member organization” he/she will represent, inasmuch as delegates, when voting, may only vote on behalf of one “member organization”.

G. It is the duty and obligation of the delegates/alternates to attend all announced regular or special meetings and to make themselves available to serve on any committees established by the Federation.

H. Any “member” or “member at large” who fails to attend more than three consecutive business meetings without justifiable explanation will be subject to being dropped from the mailing list. Notice will be given to the “member” or “member at large” as well as to the “member organization” that unless they attend the next business meeting, they will be dropped from the mailing list and will receive no further meeting notices. If the “member” does not attend the next business meeting following the notice, the “member organization” will be invited to appoint a replacement.

I. Every “member organization” is required to provide a representative to the Greek Independence Day Celebration Standing Committee as detailed in Section 1 of Chapter VII.

J. Any “member” elected as an officer of this Federation may not be replaced as a delegate of the “member organization” for which he/she represents during the term he/she holds office and shall complete his/her term as an elected officer of this Federation, even if the “member organization” he/she represents is no longer in good standing. Should any “member” be elected an officer of this Federation, the “member” shall retain delegate status during the period the “member” holds said office and may continue to vote as a delegate of their “member organization”. If a “member organization” is expelled from the Federation, its delegates will no longer be allowed to participate and will be dropped immediately from any office they may hold.

K. If the behavior or actions of a “member” harm the Federation, or hinder the Federation’s ability to conduct its business and its meetings in an orderly and professional manner, or if a “member” engages in personal attacks against other “members”, or whenever in its judgment the best interests of the Federation would be served thereby, the Board of Directors of the Federation may take action to recommend termination and expulsion of said “member”, subject to a 2/3 majority vote of the “General Assembly” using a secret ballot process. Such termination procedure shall also be governed by Article IV Section 3F. If a “member” is so terminated, the “member organization” will be notified of the termination and may appoint a replacement.

Section 6. Meetings

A. The Federation will hold three types of meetings: Business meetings; Planning meetings; and Informational meetings (special events).

1. Business meetings shall be for conducting the Federation’s business. This includes elections, appointments, resolutions, reports, and other processes required as part of the legal obligations of the Federation. Business meetings must follow a standard meeting agenda process pursuant to paragraph F of this Article and Section and must be conducted according to business meeting standards pursuant to Article XII. The Board of Directors will call business meetings as the Board sees fit. At least one Business meeting must be held during the spring and one during the fall of each calendar year. Any member wishing to agendize an item for a future meeting should bring it to the President’s attention with sufficient time for the President to discuss with the Board of Directors before agendizing. “Members” convened for a Business meeting shall be referred to as the “General Assembly.”

2. Planning meetings shall be for the purpose of planning events such as the Greek Independence Day, OXI-Day and other special events. Planning meetings are not required to follow the business meeting agenda, but still need to be conducted pursuant to Article XII and minutes must be kept.

3. Informational meetings may be held for presenting guest speakers and other valuable information to the “member organizations” and to the community in general. No minutes of Informational meetings are required to be kept.

It is highly recommended, but not required, that regular monthly meetings (Business, Planning, or Informational) be held on the third Thursday of each month so that there is regularity for advanced planning. All meetings will be noticed as provided in paragraph B below. Special meetings may be called by the Board of Directors as the Board may determine.

B. Notice of all regular and special meetings must be sent to the “members” at least 10 days prior to the meeting unless special circumstances dictate otherwise. The meeting notice must include an announcement of any important business matters if such important business matters will be conducted during said meeting. Meeting notices may be sent by US mail, by fax, or by e-mail. The preferred meeting notice method is e-mail for all members that have e-mail addresses

C. The quorum necessary to conduct a business meeting shall constitute at least one representative eligible to vote from at least one-third of the “member organizations” in good standing. Planning meetings quorum requirements will be at the discretion of the presiding officer. Informational meetings do not require a quorum.

D. Except as otherwise provided herein, all decisions made at a regular or special meeting requiring a quorum shall require a majority vote of a quorum of the “member organizations” in good standing.

E. Formal minutes will be recorded at all Business and Planning meetings. For Informational meetings the meeting notice will be the only record. Minutes of prior regular or special meetings are to be approved at the next meeting.

F. The Order of Business at a Business meeting is as follows:

1. Call to order

2. Prayer

3. Introductions

4. Approval of Minutes

5. Correspondence

6. Reports

7. Old Business

8. New Business

9. Good of the Order Announcements

10. Adjournment

ARTICLE V

BOARD OF DIRECTORS

Section 1. General Powers

Subject to the voting rights of “members”, the limitations of these Bylaws, the Articles of Association of the Federation, and the laws of the State of California, the affairs of the Federation shall be managed and all Federation powers shall be exercised by a Board of Directors and by the “General Assembly”. A vote of the General Assembly may overturn any action of the Board of Directors.

Section 2. Number, Tenure and Qualifications

The Federation shall have seven (7) to eleven (11) directors, preferably always an odd number, who shall be the officers of the Federation. Each Director shall hold office for a term of two (2) years concurrently with their position as an officer of the Federation.

Section 3. Annual and Regular Meetings

The board shall meet at least once annually. Additional regular meetings of the board may be called by the president or by a majority of directors subject to the same meeting notice requirements as for “General Assembly” meetings. Minutes of all board meetings shall be kept.

Section 4. Special Meetings

A special meeting of the Board of Directors may be called at a designated time and place by the President or by a majority of the actual directors. Special meetings may take place via telephone, or by fax or by e-mail, including serial polling of board members, if it is not practical for all members to be available at the same time.

Section 5. Notice of Special (Emergency) Meetings

Notice of any special (emergency) meeting of the Board shall be given as early as practicable, prior thereto, either personally or by telephone, telegram, fax, first-class mail, or by e-mail, subject to waiver of notice as provided in Article XI of these Bylaws. All such notices shall be given or sent to the director's address, fax, telephone number, or e-mail as shown on the records of the Federation. The attendance of a director at any special meeting shall constitute a waiver of notice of such meeting.

Section 6. Quorum

A majority of the directors holding office at any point in time shall constitute a quorum. The directors may continue to transact business during a meeting at which a quorum is initially present, notwithstanding the withdrawal of directors, if any action is approved by at least a majority of the required quorum for that meeting.

Section 7. Manner of Acting

Action by the Board shall be effective by a majority of the directors participating in a duly noticed meeting at which a quorum participates in person, by phone, fax, or e-mail.

Section 8. Action Without a Meeting

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

Section 9. Participation in Meetings by Means of Conference Telephone

Members of the Board may participate in a meeting of the Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.

Section 10. Vacancies

Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors shall be filled by a majority of the remaining directors followed by confirmation vote of the “General Assembly” during a properly noticed subsequent meeting.

A Director elected to fill a vacancy shall hold office during the unexpired term of his or her predecessor in office and until his or her successor is elected.

No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.

Section 11. Compensation

Directors shall receive no compensation for their services as members of the Board. Nothing herein shall be construed to preclude any director from serving the Federation in any other capacity as an officer, agent, or employee, or otherwise, and receiving compensation therefor, or from receiving reimbursement for reasonable expenses, as may be determined by resolution of the Board.

Section 12. No Interest in Assets

No director shall possess any property right in or to the property of the Federation. In the event the Federation owns or holds any property upon its dissolution and winding up, after paying or adequately providing for its debts and obligations, the directors shall dispose of the remaining property in accordance with the provisions of the Articles of Association and these Bylaws.

Section 13. Restriction on Interested Directors

Not more than 49% of the persons serving on the Board of Directors at any time may be interested persons. An interested person is (1) any person being compensated by the Federation for services rendered to it within the previous 12 months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; and (2) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, mother-in-law, or father-in-law of any such person. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the Federation.

ARTICLE VI

OFFICERS

Section 1. Officers

The officers of the Federation shall consist of the following: a President, a first Vice-President, a second Vice-President, a recording secretary, a correspondence Secretary, a Chief Financial Officer (CFO) (also referred to as "Treasurer"), a Legal Advisor/Parliamentarian, and up to three (3) other officers as may be elected or appointed to offices created by the Board. Officers shall have powers and duties as specified herein and as may be additionally prescribed by the Board. One person may hold two or more offices, except that the secretary and CFO may not serve concurrently as the President, and no officer shall execute, acknowledge, or verify any instrument in more than one capacity, if such instrument is required to be executed, acknowledged, or verified by two or more officers.

Section 2. Nominating and Election Procedure

A nominating committee consisting of five (3) “members” will be appointed in a “General Assembly” meeting no less than one meeting prior to the elections. The Board of Directors will send out a letter to all “members” announcing who is on the nominating committee with their telephone numbers. The Nominating Committee will convene as soon as practicable to select a Chair Person. The nominating committee will identify qualified “members” for the appropriate offices and will assure in advance that the nominees will accept the nomination for a particular office. Nominees can be either individuals for specific offices, or slates for all or part of the offices. No member of the nominating committee will be allowed to be a candidate for office.

Those who may be nominated for office include any “member” or “member at large” provided they or their “member organization” is in good standing. It is preferable that persons being nominated for office be present at the meeting when the elections are held. However, if the nominating committee has obtained a verbal or written consent from the candidate that he/she has accepted the nomination, said nomination shall be accepted. Nominations from the floor will only be accepted for persons who are present at the meeting when the elections are held.

The day of the elections, a roll call of the “members” that legally have the right to vote will be taken. For any new “member organization” or “member at large” to qualify to vote in the elections, they must have been a member in good standing of the Federation for at least six (6) months prior to the elections. “Member organizations” or “members at large” who may have been dropped because of failure to pay dues during the current or immediately past year will be reinstated immediately upon payment of delinquent dues and will qualify for participation in the elections. If the membership has been in arrears for more than two years, the organization or “member at large” must wait at least six months before participating in elections. The nominating committee’s report shall be formally presented at the time of elections by one of its members acting as Chair Person of the committee. The nominating committee is automatically discharged after its report is formally presented. The President shall call for further nominations from the floor. Once the nominations are closed for all positions, the President will appoint a committee of three (3) tellers to assist in the elections by distributing, collecting, and counting the votes. The elections will be conducted by secret ballot. A teller shall not be a nominee for a position. Unless the incumbent President is a nominee for office, the President will conduct the elections. If the President is a nominee for any office, the President will appoint a fourth teller who will act as the Chair Person to conduct the elections. The incumbent president and all the tellers are entitled to vote in the election.

Section 3. Election and Term of Office

The officers of the Federation shall be elected every two years by secret ballot of the “members” at the regular “General Assembly” meeting of the “members” in May of each election year. If the election of any officer shall not be held during the election meeting, such election shall be held as soon thereafter as practicable. New offices may be created and filled, and vacancies may be filled, at any “General Assembly” meeting of the “members”. Each officer shall hold office for the two-year term for which he/she was elected. . In case of resignation or removal from office, the vacancy will be filled by the process stated in Article V, paragraph 10.

Section 4 Oath of Office

New officers shall take an Oath of Office. With right hands raised, the newly elected officers will repeat the following oath: “I, (State Name) , solemnly promise and swear that I will obey the laws, rules and regulations of this Federation and the United States of America. I will strive to perform my duties diligently, faithfully and conscientiously. I further promise I will endeavor to attend all meetings, respect all “members”, and actively participate to further the goals of this Federation, so help me God.”