ARTICLE I.

NAME, AREA OF ACTIVITIES, AND PERMANENT SEAT OF THE ORGANIZATION

Section 1.
The name of the organization will be: The Lemko Research Foundation, Inc. Where LRF is used in these by-laws the same means and denotes “The Lemko Research Foundation, Inc.”

Section 2.
The area of activities of the corporation will be, principally, the State of New York but shall include any area throughout the U.S. and beyond.

Section 3.
The office of the corporation shall be located in the community where the President or Secretary reside, or at a location decided upon by the National Board.

ARTICLE II.

AIMS AND FUNCTION

Section 4.
The aims of the LRF are as follows:

1. a) to promote the study and research of the history, literature, culture, art and traditions of the people of Ukrainian Lemko origin, and to conduct research of various problems and matters involving the ethnic Ukrainian Lemko group through organized discussions, study groups, seminars, symposia, conferences and other appropriate and lawful meetings in order to preserve the identity and cultural heritage of this group;
2. b) to provide financial aid and moral assistance to all students directly or indirectly involved in Lemko studies;
3. c) to enter into and foster relations with scientific, research and academic institutions involved in the study of Lemko history and culture and to cooperate with such institutions and to exchange information and research results;
4. d) to disseminate information concerning Lemko history, culture and tradition by sponsoring the publication of bulletins, magazines, pamphlets, books and other papers as well as by means of sound and visual methods including lectures and exhibitions in order that such information may more fully enrich intellectual life in America

Section 5.
The function of the LRF is to advance through research and study the historical and cultural background and the identity of the people of Ukrainian Lemke extraction, regardless of their religious or political affiliation or allegiances, or location of their abode, in order to more effectively promote the objects of this corporation.

ARTICLE III.

MEMBERSHIP, ITS RIGHTS AND DUTIES

Section 6.
The membership of LRF shall consist of:

• a) regular members;
• b) members/benefactors;
• c) patrons

Section 7.
The regular members of said organization shall be those natural persons or organizations who will have donated $100.00 or more for the purpose of the said organization.

Section 8.
The members/benefactors of said organization shall be those natural persons or organizations who will have donated $500.00 or more for the purpose of the said organization.

Section 9.
The patrons of said organization shall be those natural persons or organizations who will have donated $1,000.00 or more for the purpose of the said organization.

Section 10.
The members of the LRF will be persons who are 18 years of age or older and organizations which will have shown their interest in the aims of the LRF.

Section 11.
Members will be admitted by the Executive Board after submitting application and paying membership dues.

Section 12.
Any member will be free to relinquish his membership at whatever time he pleases provided written notification of such action is submitted to the Supreme Executive Board of the LRF sixty (60) days prior to actual withdrawal.

Section 13.
A member expelled by the action of the Executive Board of the LRF shall have the right to appeal to the General Meeting of Members of LRF.

ARTICLE IV.

THE ORGANS OF LRF

Section 14.
The governing bodies of LRF will be the following:

• a) General Meeting of Members
• b) Executive Board of Directors
• c) Board of Academic Advisors
• d) Auditing Committee
• e) Arbitration Committee

Section 15.
The General Meeting of Members will be the supreme organ of the LRF.

Section 16.
The General Meeting shall be called by the Executive Board of Directors every four years, before the end of calendar year.

Section 17.
The Executive Board of Directors will give each member and the Ukrainian Press due notice as to the time, place and agenda of the General Meeting of Members at least 30 days prior to the date of such General Meeting of Members.

Section 18.
The General Meeting of Members shall:

• a) hear the reports of the Executive Board of Directors, the Board of Academic Advisors, the Auditing Committee and the Arbitration Committee;
• b) ratify and amend the charter;
• c) elect officers to the Executive Board of Directors, Board of Academic Advisors, Auditing Committee and Arbitration Committee;
• d) elect honorary members that were recommended by the Executive Board of Directors;
• e) consider appeals made by expelled members;
• f) appropriate the budget;
• g) decide on the dissolution of LRF

Section 19.
The President of the LRF shall open the General Meeting of Members of LRF and shall conduct same until a chairman is elected.

Section 20.
A Presidium elected by the General Meeting of Members shall conduct the proceedings of the General Meeting. This Presidium will consist of a chairman, a vice-chairman and a secretary.

Section 21.
Each member of the LRF shall have one vote which he will have to cast personally and not by proxy. Each organization-member of LRF shall participate through its delegate, a natural person who is himself a member of the LRF.

Section 22.
A quorum will be composed of one third (1/3) of the members of the LRF.

Section 23.
In cases where the required quorum will not be present, the meeting of the General Meeting of Members shall take place one hour later at the same place and with the same agenda regardless of the number of members present at the meeting.

Section 24.
Decisions will be reached on the basis of a majority vote on all matters except dissolution of the LRF and amendment of the charter.

Section 25.
The Executive Board of Directors shall convene the sessions of the General Meeting of Members. If special sessions will be required, such sessions will be called by the Executive Board of Directors along with the Auditing Committee or upon written request of 1/3 of the members of the LRF.

THE EXECUTIVE BOARD OF DIRECTORS

Section 26.
The Executive Board of Directors shall be in charge of all business and affairs of the LRF between General Meetings.

Section 27.
The Board will consist of the following members:

• a) President
• b) Vice-President
• c) Secretary
• d) Treasurer
• e) Public Relations Officer
• f) One to ten members of the Executive Board of Directors.

OFFICERS AND THEIR DUTIES

President:

The President of the LRF shall chair the Executive Board of Directors. All meetings will be conducted in accordance with parliamentary procedure and rules. The President of the LRF will further sign all official correspondence of the Foundation and have the deciding vote in cases of tie on any question being voted on.

Vice-President:

The First Vice-President shall assume the duties of the President should the latter be unable to perform due to absence, removal or death. In addition, he will act as liaison officer between the LRF and other organizations or enterprises, and will at all times assist the President in the discharge of his duties.

Secretary:

In addition to performing all duties that may be delegated to him by the President, The Executive Board of Directors or the General Meeting of Members, the Secretary will have the following duties: keeping charge of the LRF office, keeping accurate LRF membership files and minutes of all meetings of the Executive Board of Directors.

Treasurer:

The duties of the Treasurer of the LRF will be as follows: taking charge of and keeping an up-to-date record of all monies received and expended, preparing financial reports which will be presented at the meetings of the Executive Board and the General Meeting of Members, and planning fundraising campaigns at all times. The Treasurer, along with the President and the Secretary, will have the power to sign all checks, taking receipts therefore. All record books kept by the Treasurer shall be available for inspection at all times. At the term’s close, the Treasurer shall turn over all records and books of the LRF to his successor.

Public Relations Officer:

The duties of the Public Relations Officer will be to promote, advertise and endeavor to create a favorable, though honest and truthful, image for the Foundation.

One to ten members of the Executive Board of Directors:

These one to ten members shall perform such duties as may be delegated to them by the President, the Executive Board of Directors or the General Meeting of Members.

Section 28.
Should a member of the Executive Board of Directors be unable to fulfill his duties because of need, resignation, death or removal, the majority vote of the Executive Board will appoint a new member or members. The number of appointed members shall not exceed fifty (50) per cent of the total membership of the Executive Board of Directors.

Section 29.
Request of a two-thirds (2/3) majority of the Executive Board of Directors shall be sufficient to relieve any member of the Executive Board of his duties as an officer of the LRF.

Section 30.
The Executive Board of Directors shall meet at least once a year. The President of the LRF shall call special meetings of the Executive Board when necessary.

BOARD OF ACADEMIC ADVISORS

Section 31.
A minimum of five and a maximum of ten members elected to a two-year term by the General Assembly shall sit on the Board o f Academic Advisors. A Chairman, two Vice-Chairmen and a Secretary shall be elected from amongst these five to ten members.

Section 32.
A new substitute member shall be appointed by the majority of the Board of Academic Advisors should anyone of the aforementioned five to ten original members be unable to perform his duties due to resignation, need or expulsion.

Section 33.
The duty of the Board of Academic Advisors shall be to counsel the General Meeting of Members and the Executive Board of Directors with respect to the following matters:

• a) selecting the field (history, literature, ) for the university chair of Ukrainian studies to be established;
• b) selecting a university where the chair shall be established;
• c) selecting the topics in Ukrainian studies for research purposes, text books and other publications in the English language;
• d) selecting a university where an Institute of Lemko studies shall be established;
• e) establishing the Institute, including determining its structure;
• f) maintaining the Institute and assisting it in the development of its programs and activities;
• g) selecting topics in Ukrainian Lemko studies for research and publication

AUDITING COMMITTEE

Section 34.
The Auditing Committee shall consist of at least three but not more than five members who shall be elected by the General Meeting of Members. This Committee shall choose from its own members a Chairman, a Vice-Chairman and a Secretary.

Section 35.
The function of the Auditing Committee shall be to examine the activities of the Executive Board of Directors and the Board of Academic Advisors and to report thereon.

Section 36.
Examination and auditing of all account books shall be done by the Auditing Committee as often as it deems necessary, but not less than once a year.

Section 37.
Reports of its findings will be delivered from the Auditing Committee to the General Meeting of Members.

Section 38.
The Auditing Committee s hall have the right to participate in the meetings of the Executive Board of Directors and other bodies of the LRF in an advisory capacity.

ARBITRATION COMMITTEE

Section 39.
The Arbitration Committee shall consist of at least three but not more than five members who shall be elected by the General Meeting of Members. This Committee shall choose from its own members a Chairman, a Vice-Chairman and a Secretary.

Section 40.
The functions of the Arbitration Committee will be the following:

• a) to hear and determine disputes and misunderstandings within the organization;
• b) to hear and determine any appeal of an expelled member upon direction of the General Meeting of Members to do so;
• c) to interpret the by-laws authoritatively.

ARTICLE V.

FINANCES

Section 41.
LRF financial resources shall consist of the following:

• a) membership dues:
• b) voluntary contributions and donations;
• c) subsidies and endowments from philanthropic organizations and individuals:
• d) proceeds from publishing activities;
• e) proceeds from banquets, concerts, public meetings, etc.

Section 42.
The Executive Board of Directors, upon directions of the General Meeting of Members and under the control of the Auditing Committee, shall administer all funds. These funds shall be insured and invested and the interest of the invested capital shall be used only for the purposes listed in Section 4 (a) and (b).

ARTICLE VI.

AMENDMENTS

Section 43.
These by-laws can be amended upon motion of any member of the Foundation but said amendment must be ratified by a 2/3 (two-thirds) majority of votes present of the General Meeting of Members.

DISSOLUTION OF LRF

Section 44.
Dissolution of the LRF shall require the consent of a 3/4 (three-fourths) majority of the General Meeting of Members, regular or special, provided that notice of dissolution is furnished together with notice of the meeting.

Section 45.
Upon dissolution of the LRF and upon liquidation of all of its liabilities, the property and remaining assets shall be transferred to an organization designated by the General Meeting of Members but only such organization that qualifies in accordance with the Certificate of Incorporation of the Lemko Research Foundation, Inc.11