|Constitution & By-laws
The HAPS Constitution & By-Laws were revised on 10/24/2009 at a HAPS
General Assembly Meeting by unanimous approval of all present. We would
especially like to thank Peter Bagatelos for his assistance with these
revisions. They can be viewed in word or pdf format by clicking the
appropriate link or by looking below. This replaces our previous By-laws
which were revised in 2004.
THE HELLENIC AMERICAN PROFESSIONAL SOCIETY OF CALIFORNIA
CONSTITUTION & BY-LAWS
ARTICLE I: NAME
The name of this organization shall be:
THE HELLENIC AMERICAN PROFESSIONAL SOCIETY OF CALIFORNIA
ARTICLE II: OBJECTIVES
The objectives of this Society shall be:
To organize, promote and sponsor cultural, artistic, intellectual and
educational activities for the benefit of its members and for the public, both at
the local and national levels; to cultivate the spirit of professional and social
cooperation among its members and to promote friendship among the
professional people of Hellenic descent; to encourage and promote
education among people of Hellenic descent throughout the United States;
to provide speakers, visual aids and literature regarding Hellenic culture and
language to interested groups within the State of California; to extend all
possible assistance to newly arrived professional people of Hellenic
ARTICLE III: MEMBERSHIP
Section 1: Qualifications for and Rights of Membership:
1. Active Membership is restricted to persons of Hellenic descent who
support the objectives of the Society and upon whom there has been
conferred a baccalaureate degree, its equivalent or higher degree from an
accredited college or university and are residents of the Greater San
Francisco Bay Area.
2. Guest Membership is restricted to persons meeting the qualifications
as set forth in Article III, Section 1, Paragraph 1, but whose residence in the
San Francisco Bay Area shall be for a period of less than one year. Guest
Members may participate in all activities of the Society, but they shall not be
eligible to serve as a director, to hold office, or to vote.
3. Associate Membership is defined in three categories:
a. Husbands or wives of Active or Guest Members. Associate members
in this category may participate in all activities of the Society and shall be
eligible to vote, but may not serve as a director or hold office.
b. Students of Hellenic descent who are enrolled in an accredited
college or university, and who are actively working toward a baccalaureate or
graduate degree in the Liberal Arts or a profession. Associate members in
this category may participate in all activities of the Society and shall be
eligible to vote, but may not serve as a director or hold office.
c. Individual Phillhellenes who are not of Hellenic descent and who
satisfy all requirements of Active Membership. Associate members in this
category may participate in all activities of the Society and shall be eligible to
vote, but may not serve as a director or hold office.
4. Honorary Membership may be awarded or revoked by secret majority
vote of the Executive Board, at the request of an Active Member. Honorary
Members shall not be subject to payment of dues or assessments; they
shall not be eligible to serve as a director, to hold office, or to vote.
Section 2: Application for Membership:
An applicant for any category of membership shall submit his or her
qualifications in writing to the Secretary upon such form or forms as shall be
furnished by the Society. All applications shall be submitted to the Executive
Board for review and final approval.
Section 3: Termination of Membership:
Membership in the Society may be terminated by the member himself or
herself in a signed letter of resignation. The resignation shall take effect on
the effective date specified by the director tendering his or her resignation, or
otherwise on the date of receipt of the notice of termination by the
Corresponding Secretary. Termination of membership for cause shall be
initiated by a complaint duly signed by five active members in good standing
and filed with the Recording Secretary. The member proposed to be
terminated shall be notified in writing at least seven days before the date of
the hearing of the complaint by the Executive Board, notifying said member
of the date and place of said meeting so that said member may appear to
defend himself or herself. Termination of membership for cause shall be by
a three-fourths vote of the members of the Executive Board present at the
Section 4: Dues
There will not be an initiation fee for membership. University or college
students are eligible for Associate Memberships. Dues shall be set by a
majority vote of the Executive Board at a meeting at which a quorum is
present. There will be no dues payable by Guest Members or Honorary
ARTICLE IV: BOARD OF DIRECTORS
Section 1. General Powers
Subject to the provisions of law, the provisions of the Society’s Constitution &
Bylaws, and the rights of the members of the Society, the affairs of the
Society shall be managed and all powers shall be exercised by, or under the
direction of, a Board of Directors. The directors may have the books and
accounts audited annually, or more often, at their discretion and shall report
their findings to the membership at the annual meeting.
Section 2. Number, Tenure and Qualifications
1. The Society shall have not less than seven (7) or more than fifteen
(15) directors. The exact number within the specified limits shall be fixed by
the Active and Associate Members of the Society, which shall elect or appoint
all directors except the immediate past President at the annual meeting of
2. The term for each director shall be two years, commencing on January
1 and continuing until December 31 of the second year thereafter. The terms
of the directors shall be staggered so that one-half of the directors are
elected in even-numbered years and one-half of the directors are elected in
odd-numbered years. The directors serving as of the date of adoption of this
amendment of the Bylaws shall be divided by lot into two groups of directors,
with one half serving until December 31, 2009 and one-half serving until
December 31, 2010. Thereafter, directors shall be elected for and shall
serve for respective two-year terms in accordance with these bylaws.
Directors, except for the immediate past President, may be re-elected. Each
director shall hold office until the end of a term or until a successor shall
have been elected.
3. The immediate past president shall automatically become a director
for the coming two-year term and shall be included in the number of
directors fixed by vote of the members at the annual meeting. For purposes
of subsection 2 of this Section, the immediate past President serving as of
the date of adoption of this amendment to the Bylaws shall serve for a term
that ends on December 31, 2010. In the event a person serving as President
during an initial two-year term shall be re-elected for an additional two-year
term as President, his or her immediate predecessor during the person’s
first two-year term as President shall continue, by virtue of being immediate
Past President, as a director for an additional two-year term.
4. The term of a director may be terminated for cause upon a written
request made by at least ten voting members in good standing of the
Society. A hearing shall be held by the Board of Directors regarding the
proposed termination. The director proposed to be terminated shall be
notified in writing at least seven days prior to the meeting and advised of his
or her right to appear and defend himself or herself. A director shall be
terminated if three-fourths (3/4) of the members of the Board of Directors
present at a special hearing meeting called for that purpose by the Board
vote in favor of termination.
5. A director may resign at any time by submitting a signed written notice
of resignation to the Corresponding Secretary. The resignation shall take
effect on the effective date specified by the director tendering his or her
resignation, or otherwise on the date of receipt of the notice of termination by
the Corresponding Secretary.
6. Any vacancy occurring in the Board of Directors prior to the annual
meeting of the Active Members may be filled on an interim basis by a
majority vote of the Board of Directors. 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. Any director position to be filled by
reason of an increase in the number of directors, as authorized by the voting
members, shall be filled by the voting members at a meeting of such
members. No reduction of the authorized number of directors, as authorized
by the voting members, shall have the effect of removing any director before
that director's term of office expires.
7. The directors shall annually select from among their number a
Chairman, who shall also serve as President. All officers of the Society shall
be elected from among the members of the Board of Directors.
Section 3. Regular Meetings
Regular and Special meetings, and quorum requirements for such
meetings, shall be conducted in accordance with Article VI. The Chairman
shall, if present, preside at all meetings of the Society.
Section 4. Executive Board
The Board of Directors shall also be known as the Executive Board. The
Executive Board shall operate in accordance with Article VI.
Section 5. Compensation
Directors shall not receive compensation for their services as members of
the Board. Nothing herein shall be construed to preclude any director from
receiving reimbursement for reasonable expenses, as may be determined
by resolution of the Executive Board.
Section 6. No Interest in Assets
No director shall possess any property right in or to the property of the
Society. In the event the Society 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 Constitution & Bylaws and pursuant to
pertinent general law.
ARTICLE V: OFFICERS
Section 1: Officers:
The officers, except for the immediate past President, shall be elected from
among and by the directors of the Society. The elected officers shall be the
President, Vice-President, Recording Secretary, Corresponding Secretary,
and Treasurer. The immediate past President shall automatically be an
officer of the Society. The officers shall direct and manage the day-to-day
activities and affairs of the Society subject to its Constitution and By-Laws.
Section 2: Election of Officers:
A term of office is defined as two consecutive chronological years.
1. The officers of the Society, except for the immediate past President,
shall be elected by the Executive Board at its first meeting following the
annual meeting of the Society. In the event the incumbent president shall be
re-elected for an additional term, his immediate predecessor shall continue
as an officer for an additional two-year term. In the event of a tie, voting will
be repeated only between the candidates receiving the tie vote. The officers
shall hold office for two years commencing January 1 and continuing until
December 31 of the second year thereafter or until their successors are duly
elected and installed. The installation of officers shall take place on the day
2. Officers shall be eligible for re-election except that the President shall
not serve for more than two terms (consecutive 4 years). In case of a
vacancy in the office of the President, the Vice-President shall advance to the
office of President; a vacancy in the office of the Vice-President, of the
Secretary or of the Treasurer shall be filled for the unexpired term thereof by
a majority vote of the Executive Board.
Section 3: Responsibilities of Offices:
1. Responsibilities of the President – The President shall be the
executive head and representative of the Society. The President shall
preside at all the meetings of the Society and its Executive Board. The
President shall exercise general supervision over the affairs of the Society
and shall see to the enforcement of the Constitution and By-Laws and to the
carrying out of all resolutions and proceedings of the Society and of the
Executive Board. The President shall countersign and approve checks
issued by the Treasurer as specified in the Responsibilities of the Treasurer.
2. Responsibilities of the Vice President – The Vice President shall
possess all the powers and perform all the duties of the President due to
the inability or absence of the President. The Vice President shall have other
such powers and duties as may be prescribed by the Executive Board.
3. Responsibilities of the Recording Secretary – The Recording
Secretary shall keep a record of the proceedings of all meetings.
4. Responsibilities of the Corresponding Secretary – The Corresponding
Secretary shall be responsible for the notices of the Executive Board, which
shall be mailed not less than ten days prior to the meeting; shall prepare
such communications as necessary to the affairs of the Society, shall keep a
roll of the members, keep accounts showing dues receivable and collected
from members, and perform such other duties as may be prescribed by the
President or the Executive Board.
5. Responsibilities of the Treasurer – The Treasurer shall receive and
deposit such sums as the Secretary may from time to time transmit to the
Treasurer and shall disburse such sums only on vouchers approved by the
Executive Board. The funds received by the Treasurer shall be deposited in
a bank to be selected by the Executive Board in an account in the name of
the Society. The Treasurer shall draw checks on said account, which shall
be counter-signed by the President. The Treasurer shall keep and preserve
property vouchers and books of account which shall at all times be open to
inspection by or on the order of the Executive Board. The Treasurer shall
collect such dues from the Recording Secretary and other funds receivable
by the Society subject to the control of the Executive Board. Disbursements
for amounts up to $500 shall require the assent of the President (written or
electronic written). Disbursements in excess of $500 shall require the
approval of the Executive Board and the co-signature of the President.
At the close of the Treasurer’s term of office, the Treasurer shall deliver to
the successor all funds, books, papers, documents and other valuables
belonging to the Society, which shall be in the Treasurer’s custody or
6. Responsibilities of the Directors – The directors shall serve on the
Executive Board of the Society, and shall be responsible for the execution,
through its officers, of the authorized policies of the Society.
Section 4: Termination of Officers:
1. Removal of an Officer: An officer may be removed by a vote of the
Board of Directors as provided in this Section. A hearing shall be held by the
Board of Directors regarding the proposed termination. The officer proposed
to be terminated shall be notified in writing at least seven days prior to the
meeting and advised of his or her right to appear and defend himself or
herself. An officer shall be terminated if three-fourths (3/4) of the members of
the Board of Directors present at a special hearing meeting called for that
purpose by the Board vote in favor of termination.
2. Resignation of an Officer: An officer may resign at any time by
submitting a signed written notice of resignation to the Corresponding
Secretary. The resignation shall take effect on the effective date specified by
the officer tendering his or her resignation, or otherwise on the date of
receipt of the notice of termination by the Corresponding Secretary.
3. Filling Vacancies: If the office of President becomes vacant for any
reason, the Vice President shall become the President. For all other offices,
any vacancy in an officer position shall be filled by a majority vote of the
Board of Directors.
ARTICLE VI: MEETINGS:
Section 1: Rules:
The order of business of all meetings of the Society and its Executive Board
shall be such as prescribed by the presiding officer or, if objection be made
thereto, then by a majority vote of the members present at the meeting.
Roberts’ Rules of Order shall govern all meetings of the Society, of the
Executive Board, and of all other Committees on any point not covered by the
Constitution and By-Laws.
Section 2: Meetings of Members:
1. Regular Meetings – The regular meeting of members of the Society
may be held each month at such time and place as may be designated by
the Executive Board.
2. Annual Meetings – The annual meeting of members of the Society
shall be held during the last calendar quarter of every year, as determined by
the Board of Directors. At this meeting annual committee reports will be
rendered and directors for the coming term will be elected.
3. Special Meetings – Special meetings of members of the Society may
be called by the Executive Board or upon written request of five members of
the Society in good standing.
4. Quorum Requirements – The presence of fifteen Active and/or
Associate members in good standing shall constitute a quorum at any
meeting of the Society. The presiding officer may postpone the meeting for
one-half hour if necessary, at which time the number of Active and/or
Associate members of the Society in good standing, present at said
meeting, shall constitute a quorum.
Section 3: Executive Board Meeting:
Meetings of the Executive Board shall be held as prescribed by the President
or upon request of three of its officers. The presence of a majority of the
Executive Board during a Board Meeting shall constitute a quorum. Unless
otherwise stated in the Constitution and By-Laws, decisions of the Executive
Board will be made by a majority vote of a quorum.
Section 4. Action Without a Meeting
Any action required or permitted to be taken by the Board of Directors may be
taken without a meeting if a majority of the members of the Board shall
individually or collectively consent to such action. Such action by consent
shall have the same force and effect as a vote of the Board at a meeting.
Such written consent or consents shall be filed with the minutes of the
proceedings of the Board.
Section 5. Participation in Meetings by Means of Teleconference
Members of the Board may participate in a meeting of the Board by means of
a conference telephone, internet, or other electronic or similar
communications equipment by means of which all persons participating in
the meeting can hear or otherwise communicate with each other, and
participation by such means shall constitute presence in person at such
ARTICLE VII: PROGRAMS
Section 1. Greek Letters Day
The Greek Letters Day celebration is an integral part of the annual programs
of the Society. The Society shall sponsor an artoclasia and luncheon in
celebration of the Greek Letters Day on a Sunday, as close as possible to
the Feast Day of the Three Hierarchs, i.e., St. Basil the Great, St. John
Chrysostom, and St. Gregory, in the Greek Orthodox Church.
Section 2. Axion Award
The AXION Award shall be the highest award bestowed by the Society. The
AXION Award shall be presented annually at the Society’s annual luncheon
celebrating Greek Letters Day. The AXION Award shall be presented to a
qualified candidate or qualified candidates, recommended by a Selection
Committee designated by the Executive Board, and approved by the
Executive Board. The AXION Award records shall be kept for a period of five
Section 3. Scholarship Program
The Society shall endeavor to present annual academic scholarship
awards. Scholarships shall be presented to a qualified candidate or
qualified candidates who submit applications on forms approved by the
Executive Board, who are recommended by a Scholarship Committee
designated by the Executive Board, and who are approved by the Executive
Board. The amount to be distributed to qualified candidate(s) will be
determined on recommendation of the Scholarship Committee based on
the amount of funds available for such purpose.
ARTICLE VIII: OFFICIAL SEAL
The official seal of the Society shall be round consisting of an outer circle,
one and one-half inches in diameter and an inner circle, one and one-eighth
inches in diameter. The words “Hellenic American Professional Society of
California” shall be inscribed within the two circles. A star shall be inscribed
on either side of the two circles and placed, one star before the word
“Hellenic” and the other star after the word “Society.” The inner circle shall
the words “Founded 1960” inscribed within the circle.
ARTICLE IX: FISCAL YEAR
The fiscal year of this Society shall be January through December.
ARTICLE X: INDEMNIFICATION OF DIRECTORS, OFFICERS, AND OTHER
The Society may, to the extent allowed by applicable state and federal laws,
indemnify and hold harmless its officers, directors, agents and employees
from and against any and all claims, actions, proceedings, whether
threatened, pending or completed, brought by reason of their respective
position with or relationships to the Society, including other expenses
incurred in establishing a right to indemnification under this Article.
ARTICLE XI: AMENDMENTS
The Constitution and By-Laws of this Society may be altered, amended or
repealed at any general or special meeting of the members of this Society by
the affirmative votes of two-thirds (2/3) of the members present and entitled
to vote at such meeting. The proposed amendment shall have been
submitted in writing by the member or members proposing said
amendments or amendments to the President. A copy of the proposed
amendment or amendments shall be mailed to all members in good
standing at least ten days in advance of the date when such amendment or
amendments are to be acted upon and amendments will be presented and
The Constitution and By-Laws of the Society, and any amendments thereto,
shall go into effect following approval by the Active and Associate Members
entitled to vote at an Annual Meeting.
ARTICLE XII: DISSOLUTION
This Society is not organized, nor shall it be operated, for pecuniary gain or
profit. It does not contemplate the distribution of gains, profits, or dividends
to its members and is organized solely for nonprofit purposes. No part of
the profits or net income of this Society shall ever inure to the benefit of any
officer, director, or employee of the Society. On liquidation or dissolution, all
properties, assets and obligations of the Society shall be distributed and
paid to a nonprofit organization which is organized and operated exclusively
for charitable purposes and that has established its tax exempt status as an
organization described in Internal Revenue Code Section 501(c)(3).
CERTIFICATE OF SECRETARY
I, Dena Karbo-Mourgos, hereby certify:
That I am the Recording Secretary of the Hellenic American Professional
Society, a California non-profit public benefit corporation; and
That the foregoing Bylaws, consisting of eight (8) pages, including this
one, constitute the Bylaws of said corporation, as duly approved by a vote of
membership at a General Assembly Meeting held on the 24th day of
IN WITNESS WHEREOF, I have hereunto set my hand this ___ day of