Articles of Incorporation

ARTICLE I – Name  

The name of this organization is Italian-American Defense League, Inc., a voluntary, non-profit social welfare organization.  

ARTICLE II – Purpose  

The primary purpose of Italian-American Defense League (IADL) is to promote mutual cooperation among its members, reinforce social welfare ideals with community involvement, and preserve the historical significance and achievements of Italian Americans. The IADL’s secondary purpose is to serve as a lobbying and advocacy group to local, state, or federal authorities and the private sector on matters of interest to Italian Americans.  The vision of the IADL is to Promote Education, Portray Italians Positively, and Preserve Traditions.  It may organize educational and cultural programs. 

ARTICLE III – Offices and Registered Agent 

Section 1. The Principal Office. The Principal Office of the IADL is at 23 Lochbourne Drive, Clinton, CT 06413.  

Section 2. Registered Office. The IADL shall continuously maintain a registered office within the State of Connecticut.  

Section 3. Registered Agent. The IADL shall continuously maintain a registered agent within the State of Connecticut.  

ARTICLE IV – Members 

Section 1. Membership. The IADL shall have Members who stand in agreement with the ideals of the IADL. Membership is granted after emailing the IADL [legal name, email address, address, phone number] or completion and receipt of a membership application.  Membership enrollment is ongoing and shall be granted upon a majority vote of the IADL Board of Directors. 

Section 2. Non-Discrimination. Membership in the IADL is open to all without regard to gender, age, ethnicity, race, sexual orientation or political preference.  

Section 3. Dues. Membership is free.  Donations are accepted. 

Section 4. Dismissal. Any Member who demonstrates hostility to the aims of the IADL can be removed from the membership by a majority of the IADL Board voting in the affirmative. In no case, however, may a Member be dismissed from the IADL without an opportunity to appear before the IADL Board to state his/her case before such a vote is taken.  

Section 5. Rights. Members have the right to attend Board Meetings, Special Events, and the Annual Meeting of the IADL.  Members are required to keep their current email addresses updated by emailing the IADL. 

ARTICLE V – Board of Directors  

Section 1. General Powers, Duties, and Procedures. The Governing body of the IADL is the Board of Directors (BOD). The BOD shall possess, and exercise, any and all powers granted to the IADL under the laws of the State of Connecticut and the IADL’s Articles of Incorporation. The President of the BOD will call and preside over the Annual Meeting and all other meetings.  In advance of the Annual Meeting, the President of the IADL BOD will present nominations for IADL BOD positions for Membership voting. The results of the Membership voting will be distributed to the IADL Membership.  

Section 2. Number. The number of IADL BOD Members shall not be fewer than 3 and as many as 9.  

Section 3. Qualifications. Each Member of the IADL BOD shall be a member of the IADL.  

Section 4. Conflict of Interest. Whenever an IADL Officer or Director has a financial or personal interest in any matter coming before the IADL BOD, the affected person shall: a) fully disclose the nature of the interest and b) withdraw from discussion and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested IADL BOD Members determine that it is in the best interest of the IADL to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.  

Section 5. Election: Terms. BOD Members shall serve a three-year term and can be re-elected. A BOD Member may resign at any time.  The President may designate an “acting” member to temporarily fill the vacated position until the ensuing Annual Meeting. 

Section 6. Quorum Voting. Those present at any IADL Meeting shall constitute a quorum for the transaction of any IADL business.  Votes may be conducted electronically, via email or text. 

Section 7. Meetings. Regular meetings of the IADL BOD, along with a time place, shall be set by the IADL President.  Meetings may be held virtually, via conference calls, or in person. 

Section 8. Meeting Notice. At least ten (10) days’ notice shall be given to each IADL BOD Member for a regular IADL BOD Meeting, and the IADL shall notify all Members via email the date, time, and location of the Annual Meeting for that year.  A special IADL BOD Meeting may be held on notice of two (2) days only via email.  

Section 9. Compensation. No IADL BOD Member shall be compensated for his/her service to the IADL. IADL BOD Members may be reimbursed for authorized expenses incurred on behalf of the IADL. 

ARTICLE VI – Officers  

Section 1. Officers. The Officers of the IADL shall consist of a President, Vice-President, Treasurer, Clerk and such other Officers as designated by the IADL BOD.  

Section 2. Qualifications. Any two or more Offices/IADL BOD positions may be held by the same person, except President and Treasurer. 

Section 3. Powers and Duties. The duties and powers of Officers/IADL BOD positions shall be as provided in these Bylaws or shall be those customarily exercised by specific position titles.  

Section 4. President. The IADL President is the chief executive of the IADL.  He/she shall supervise all IADL affairs and manage the IADL BOD.  The President shall open and close all meetings of the IADL BOD. He/ she shall serve as the Communications Officer for the IADL. The President shall be responsible for establishing a protocol which will serve as the Rules of Order on the policy and procedures which are not detailed in these Bylaws. Any action to remove an IADL BOD Member for cause, should be brought first to the President who, after review, may present a recommendation to the IADL BOD for action.  

Section 5. Vice President. The IADL Vice President shall serve as chief executive in the absence of the President.  The Vice President or designee shall record, prepare, and disseminate minutes for all IADL meetings. 

Section 6. Treasurer. The Treasurer shall keep full and accurate accounts of the receipts and disbursements of the IADL, and shall deposit all IADL funds. He/she shall disburse IADL funds as directed. The Treasurer is responsible for all IADL accounting and required filings. 

Section 7. Clerk. The Clerk or designee shall record, prepare, and disseminate minutes for all IADL meetings. 

Section 8. Directors.  The number of IADL Directors on the BOD shall not be fewer than 2 and as many as 6, three officers plus 2 or more Directors. 

ARTICLE VII – Fiscal and Administrative Year  

The fiscal and administrative year of the IADL shall begin on January 1 and end on December 31.  

ARTICLE VIII – Amendments  

Changes to these Bylaws may be proposed by an IADL Member, and presented to the IADL BOD for review and approval.  

Adopted on the Twenty-fifth Day of January, 2021 

Revisions adopted on the Second Day of December, 2021 

Revisions adopted on the Thirteenth Day of November, 2023