Statement

Comitato degli Italiani all’Estero di Filadelfia COM.IT.ES

Philadelphia’s Committee of Italians Abroad ARTICLE I. OFFICES

Name. The name of the organization shall be Com.lt.Es. – Comitato degl’ltaliani all’Estero, Committee of Italians Abroad, hereafter referred to as Comites, a non-profit organization, duly incorporated in the Commonwealth of Pennsylvania.

Principal Office. The principal office of the corporation shall be located in the state of Pennsylvania within the territorial jurisdiction of the Comites, which includes the states of New Jersey, Maryland, Virginia, West Virginia, North Carolina and Delaware.

Other Offices. The Comites may also have subsidiary offices at such other places within its territorial jurisdiction as the President or the Board of Board of Directors may from time to time determine.

ARTICLE II. PURPOSES

Specific Purposes. Each Comites shall contribute to identifying the social, cultural and civil development needs of the community it represents, for which it can also conduct surveys and research, and may submit contributions to the diplomatic/consular representative to help create a policy framework for activities in the area in which it operates. To this end, each Comites shall, in conjunction with the Consular Authority, the regional and local authorities, and with other entities, associations and committees working within the same consular district, promote appropriate initiatives in matters relating to Italian social and cultural life, educational programs, promotion and acquisition of the Italian language, equal opportunities, social and educational assistance, vocational training, recreation, sport and leisure activities of the Italian community living in the consular district, with particular reference to the participation of young people and senior citizens.

Consultative Purposes. The Comites shall perform consultative functions, in cooperation with the Italian Ministry of Foreign Affairs, regarding requests for assistance by societies, associations, committees and other organizations which carry out social, welfare, cultural, recreational and educational activities in favor of the Italian community located in its territorial districts, represented by the local Italian Consular office.

General Purposes. In furtherance of its corporate purposes, the Comites shall have all of the general powers of the Not-For-Profit Corporation Law of Pennsylvania, together with the power to solicit grants and contributions for corporate purposes. Within limiting the generality of the foregoing, the Comites shall have the power to own, operate, print, publish, manage and distribute such books, magazines, papers and other literature for the dissemination and exchange of information as will further the objects and purposes of the Comites.

ARTICLE III -ELECTORS

Role of Electors. The Electors shall elect the Board of Directors of the Corporation in the manner provided in Article IV, Section 2 of these by-laws.

Qualification of Electors. Electors shall consist of Italian citizens, registered with the updated list referred to in Section 5(1) of Law 459 of December 27, 2001, who have been resident for at least six (6) months in the consular district and who are registered voters within the meaning given in the Consolidated Act on voters and the holding and updating of electoral lists, pursuant to Presidential Decree 223 of March 20, 1987, as subsequently amended, have the right to vote Board of Directors

ARTICLE IV- BOARD OF DIRECTORS

Management of the Comites. The Comites shall have, and shall be governed by a Board of Directors, which shall oversee its management and administration.

The Board of Directors of the Comites of Philadelphia shall comprise of twelve (12) members who shall be elected as provided in Article IV, Section 2 of these by-laws and four (4) co-opted members, for a total of sixteen (16) members.

Election of Comites. Board of Directors shall be elected by the Electors in the manner provided by Italian Law 286 of October 23,2003, issued by the President of the Republic of Italy, pursuant to the laws of the state of Pennsylvania.

Period of Office. The Board of Directors shall be elected for terms of five (5) years and may be re-elected for a maximum of two consecutive terms. The term of all members shall begin and expire at the same time.

If at any time the number of Board of Directors shall be less than one-half (1/2) of the elected members required by Article IV, Section 1 of these by-laws, and no substitute members are appointed in their stead, the Comites shall be dissolved by the President, or by the Head of the local Italian Consular Office, and a new election of the entire Comites shall be held within six months of the date of dissolution. The Consular authority shall also propose the dissolution of the Comites when five consecutive meetings are postponed due to a lack of a quorum or when, for serious reasons or for substantial modification to the district, it is unable to properly perform its functions.

Discharge of Members. Board of Directors shall be discharged upon the cessation of their principal residence in the area served by the Italian Consular Office which the Comites represents. In addition, a Director who dies or who does not participate in person at three (3) consecutive meetings without providing, in writing, a hardship excuse – to be presented at the following attended meeting – shall be automatically discharged. Until Comites receives the written excuse(s), the absence(s) will be considered unexcused. Furthermore, the member will be discharged if he has a total of five (5) consecutive absences, excused or not, or a total of seven (7) absences for the duration of the five (5) year period.

Resignation. A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Comites. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of the resignation shall not be necessary to make it effective.

Quorum of Board of Directors. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business or of any specified item of business.

Action of the Comites. Unless otherwise required by law, and except as provided in Article V, Section 3 the vote of a majority of the Board of Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Comites. Each member of the Comites present shall have one vote. No proxies shall be permitted.

Place and Time of Meetings. Meetings may be held at the principal office of the Comites or at such other place or places as it may from time to time determine.

Notice of Regular and Special Meetings. Adjournment Regular meetings of the Comites shall be held at least four (4) times per year, and must be called by the President, on his own initiative or at the request of the Head of the local Consular Office, if a meeting is necessary to satisfy the requirements of this paragraph.

Special meeting of the Board shall be held upon notice of the Directors and may be called by the President or by the Head of the local Consular Office upon eight (8) days notice to each member of the Comites, either personally, by mail, via fax or email. Special meetings shall be called by the President in a like manner on written request or at the request of at least one-third (1/3) of all the Board of Directors.

A majority of the Board of Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given to all Board members who were absent at the time of the adjournment, and unless such time and place are announced at the meeting, to the other members of the Comites.

The Head of the local Consular Office, or its designee, may participate on a non-voting basis at any regular or special meeting of the Comites.

Members of the Consiglio Generate degli Italiani all’Estero (CGIE), members of the Italian government or Parliamentary representatives may participate, on a non-voting basis, at any regular or special meetings of the Comites.

The meetings of the Comites shall be held in public.

Chairman. At each regular or special meeting of the Board, the President of the Comites will preside as Chairman.

Executive Committee. The Board of Directors shall elect from among its members an Executive Committee consisting of not more than one-quarter (1/4) of all of the Board of Directors. The President shall be a member of the Executive Committee and shall preside over all meetings thereof.

The Executive Committee shall prepare the sessions of the Comites and work according to its instructions and shall operate pursuant to the directives issued from time to time by the Board of Directors.

Ad Hoc Committees. The Comites may, by resolution adopted by a majority of the Board of Directors present and voting, designate ad hoc committees from among its members and/or outside experts which shall serve at the pleasure of the Comites. Each committee shall be presided over by a member of the Comites. The Head of the local Consular Office, or its designee, may participate on a non-voting basis at all meetings of such committees.

ARTICLE V-OFFICERS

Officers – Election Terms. The officers of the Comites shall be a President, Vice President(s), a Treasurer and a Secretary, all of whom shall be elected by members from among its members and shall have such duties, powers and functions as hereinafter provided. All officers shall be elected by majority vote of the Board of Directors (as provided below) to hold office for a period of five (5) years. Each officer shall hold office for the term for which he/she is elected or appointed and until successor has been elected or appointed and qualified. Each officer may serve more than one term.

Removal – Vacancies. Any officer may be removed for cause by the majority vote of the entire Board of Directors. Any vacancy in any office shall be filled by the first non elected candidates on the list to which they belong. Any member failing to attend three (3) consecutive meetings without written cause shall lapse from office. Furthermore, the member will be discharged if s/he has a total of five (5) consecutive absences, excused or not, or a total of seven (7) absences for the duration of the 5 year period. Board of Directors who transfer their residence outside the consular area in which they were elected shall also lapse from office

President. The president shall be the legal representative of the Comites. The President shall preside at all meetings of the Comites.

The President is elected at the first meeting of the newly formed Comites, by a majority of the elected members.

The President shall be asked to resign in a motion signed by at least one-third (1/3) of the members, indicating the name of the new candidate who shall be one of the Board of Directors eligible to stand. This motion shall be voted on as the first agenda item at the following session of the Comites. If it is approved by a majority of the members, the candidate named in the motion shall immediately take over the office of president.

The office of President of the Comites is incompatible with CGIE membership.

Vice Presidents. The Vice Presidents) shall be elected by a majority of all Board of Directors and shall be elected from among its members. The Vice Presidents) shall perform the duties of the President in the absence or disability of the President to act, and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Treasurer. The Treasurer shall be elected by a majority of ail the voting Board of Directors and shall be elected from among its members. The Treasurer shall have the care and custody of all the funds and securities of the Corporation, and shall deposit said funds in the name of the Comites in such bank or trust company as the Corporation may direct The Treasurer shall, when duly authorized by the President, sign and execute all contracts in the name of the Comites. The Treasurer shall also sign all checks, drafts, notes, and orders of payment of money, which shall be duly authorized by the President. The Treasurer shall at all reasonable time exhibit the books and accounts to any officer or member of the Comites, or to the Director of the Consular Office or its delegate, or as provided in Article VII of the by-laws, upon application at the office of the Comites during ordinary business hours. At the end of each corporate year, the treasurer shall have an audit of the accounts of the Corporation made as provided in Paragraph 2 of Article VII of these by­laws, and shall present such audit in writing at least once during each calendar year, at which time he/she shall also present an annual report setting forth in full the financial conditions of the Comites.

Secretary. The Secretary shall be elected by a majority of all Board of Directors and shall be elected from among its members. The Secretary shall keep the minutes of the meeting of the Comites, shall keep the roll of each member’s attendance at meetings, shall have the custody of the seal of the Corporation and shall affix and attest the same to documents when duly authorized by the Comites. The Secretary shall attend to the giving and serving of all notices of the Comites, and shall have charge of such open books and papers as the President may direct. The Secretary shall attend to such correspondence as may be assigned, and perform all the duties incidental to the secretary’s office.

Non-Liability of Directors. The Board of Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation. No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.

Indemnification by Corporation of Directors and Officers. The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of the state of Pennsylvania.

ARTICLE VI – COMPENSATION

The compensation of agents or employees of the Corporation who perform services for the Comites, requiring such compensation, shall be fixed by the Board of Directors.

ARTICLE VII – BUDGET OF THE COM.IT.ES

The budget of the Corporation shall be derived from revenues from its assets, endowments provided by the Italian Ministry of Foreign Affairs, donations from Italian and American public bodies and private citizens, and from the proceeds of various fund-raising activities.

The Corporation shall present to the Italian Ministry of Foreign Affairs, through the appropriate consular authorities, two (2) months before the beginning of every fiscal year, the estimate of its expenditures for the coming fiscal year and the projected expenses of the Corporation’s activities and administration.

Within forty-five (45) days from the end of its fiscal year, the Corporation shall submit its final balance sheet to the Italian Ministry of Foreign Affairs, certified by three auditors, two or whom shall be designated by the Comites and one of whom shall be designed by the Head of the local Consular Office, and who need not be a member of the Comites.

All books and records of the Corporation relating to the endowments provided by the Italian Ministry of Foreign Affairs and other Italian public organizations shall be open at any time to examination by competent Italian administrative authorities.

ARTICLE VIII – FISCAL YEAR and ANNUAL REPORT

The fiscal year of the Corporation shall be the calendar year.

Once a year at a meeting of the Comites, there shall be presented an annual report, verified by the President and Treasurer, in accordance with the Not-For-Profit Corporation Law of the State of Pennsylvania.

ARTICLE IX- CONSTRUCTION

If there be any conflict between the provisions of the Certificate of Incorporation and these by-laws, the provisions of these by-laws shall govern. In addition, if there be any conflict between these by­laws, the Italian laws referred to herein, and the Not-For-Profit Corporation Law of the State of Pennsylvania, the provisions of the Not-For-Profit Corporation Law of the State of Pennsylvania shall govern.

ARTICLE X-AMENDMENTS

These by-laws may be amended upon the favorable vote of two-thirds (2/3) of the Board of Directors voting at a regular meeting or at a special meeting duly called and held for that purpose and provided by notice of such special meeting sets forth the proposed amendments in full. Amendments to these by-laws may be proposed in writing by one-third (1/3) or more of the Board of Directors.

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