THE CONSTITUTION AND BYLAWS OF

THE DANTE ALIGHIERI SOCIETY OF DENVER, COLORADO, INC.

Pursuant to Article IX of the Constitution and Bylaws of the Dante Alighieri Society of Denver, Colorado, Inc., and the Colorado Revised Statutes, the Board and members of the Dante Alighieri Society of Denver, Colorado, Inc., hereby amend the Constitution and Bylaws in their entirety as follows:

ARTICLE I. NAME AND  MISSION

A. Name

The name of this organization shall be THE DANTE ALIGHIERI SOCIETY OF DENVER, COLORADO, INC., hereinafter referred to as the Society, and its  headquarters shall be located in the Denver metropolitan area.

The Society is incorporated as a non-political and non-profit organization 501(c)(3) under the applicable laws and statutes of the United States of America and the State of Colorado.

The Dante Alighieri Society of Denver, Colorado, Inc. although legally autonomous, is a Chapter of the

"Società Dante Alighieri" (the “SDA”), established in Rome, Italy in 1889, erected as a non-profit organization dedicated to the promotion of culture and art and the protection and dissemination of the Italian language and culture in the world.  The Society’s membership in the "Dante Network" is subject to the signing of and adherence to the Affiliation Agreement that governs the relations between the Society and the Dante Alighieri Society headquarters. 

B. Mission

The Dante Alighieri Society of Denver exists to share and celebrate the richness of the Italian culture and language with the entire community through:

1. Cultural meetings and other functions designed to highlight and/or educate the membership and the general public on various aspects of the Italian culture.
2. Italian language classes offered for the membership and the general public.
3. Scholarships to assist students with the expense of studying in Italy.
4. Communicating, through all forms of media, the influence of Italian thought and action in the advancement of the ideals of liberty, justice and equality in the United States of America, as well as the far reaching contributions to civilization as a whole, by Italians and those of Italian ancestry.
5. Coordination with and support of joint Italian-American organizations engaged in the exchange of Italian cultural events.
6. Any other means deemed necessary by the Board.

ARTICLE II. MEMBERSHIP

A. Requirements

Membership in the Society shall be open to all persons who support the goals of the Society, apply for membership and pay annual dues.

B. Categories 

There shall be five categories of membership:

1. Regular Membership: Any person of 18 years minimum age, in good standing with full voting privileges  
2. Joint Membership for two people living in the same household
3. Family Membership
4. Student Membership: Any person enrolled in a college, university or as a senior in high school
5. Honorary Membership: Any person or organization deemed by the Board to have furthered the mission of the Society. The duration of such Honorary Membership shall be determined by the Board.  Any member of the Society, in good standing, may submit candidates for Honorary Membership; a simple majority vote of the Board is required for conferring such membership. 

C. Member Rights and Privileges

All members in good standing have the right to vote and hold office. The minimum voting age shall be 18 and the minimum age to hold office shall be 21 years of age.

All members in good standing will have access to Dante.global, an international digital platform designed to connect learners and enthusiasts to the world of Italian language and culture. This members-only portal offers a personalized, immersive experience available only through official chapter membership.

D. Dues

The amount of the annual dues shall be decided by the Board.

Membership dues shall be for one calendar year, due and payable January 15, and if unpaid by March 31, shall be considered delinquent and result in the forfeiture of all membership rights and privileges.  Dues will not be prorated if paid after January 15.

ARTICLE III. OFFICERS AND ELECTIONS

A. Officers and Term

Officers of the Society shall consist of a President, a Vice President, a Secretary, a Treasurer, and the Immediate Past President. The term of each office shall commence after the installation ceremony, but before January 31 following the November election of Officers, and continue for two years or until successors are elected.

B. Elections

At a Board meeting in the spring of election years, the members of the Board shall select a Nominating Committee to include five members: three from the membership at large and two from the Board. The members of the Nominating Committee shall elect their Chairperson. The Chairperson shall report to the membership the names of persons serving on the Nominating Committee and shall inform the membership that the Nominating Committee seeks from the membership any member’s nomination for any elected office. This report shall be made no later than October 1 of all election years, and may be made at a Meeting, in the Notiziario or on the Website.

The Nominating Committee shall report to the Board that it has verified the qualifications and obtained the consent of all the nominees for office and that at least one nominee is eligible for each office.

The membership may suggest nominees for offices to the Chairperson of the Nominating Committee at any time after the Nominating Committee's report, but before the election meeting in November, and the membership may nominate candidates for offices from the floor at the election meeting, provided that the nominees are eligible for office and consent to be nominated.

The Chairperson of the Nominating Committee will conduct the election.  All members eligible to vote shall be entitled to one vote for a nominee for each office.  If there is only one candidate for an office, the vote will be taken by a show of hands.

When there are two or more candidates, the Chairperson of the Nominating Committee will distribute paper ballots to be completed by the voting members.  If there are more than two candidates and no clear majority, there will be a runoff between the two candidates with the most votes.   In order to avoid a tie whenever there are two candidates for a position, the Chairperson may refrain from casting their vote anytime the ballots to be cast, including theirs, will be an even number. If the Chairperson chooses to vote and there is a tie, there will be another vote taken. If the second vote results in a tie, the Chairperson will toss a coin.

ARTICLE IV. DUTIES OF ELECTED OFFICERS

A. President

The President, as the principal executive officer of the Society, shall preside over all meetings and shall have the powers and perform the duties customarily incident to the office. The President shall appoint all committee chairpersons and shall be a member ex-officio of all committees except the Nominating Committee. The President shall appoint chairpersons for any and all events of the Society that are not included in any job descriptions of Elected Officers or Committee Chairpersons.

B. Vice President

The Vice President shall assist the President in the performance of his/her duties and shall have all the powers and shall perform all the duties of the President in his/her absence or inability to act.

In addition, the Vice President shall be the Chairperson of the Program Committee and shall make arrangements for the programs at Cultural and General Meetings including the installation of the Board and those events which are not designated as “fund-raising“ and/or not the responsibility of any other Board member or Committee.

C. Secretary

The Secretary shall keep a correct record of all meetings of the Board and General Meetings. The Secretary shall also be responsible for all Society correspondence and for communications pertaining to congratulatory occasions, illness, or death of any member.

D. Treasurer

The Treasurer shall maintain the financial records of the Society, pay any and all expenses incurred by the Society upon presentation of signed and itemized invoices and/or receipts,  present a financial statement at every meeting of the Board, prepare all tax returns or oversee the preparation of such tax returns by a certified public accountant and serve as Chairperson of the Finance Committee.

The Treasurer shall present a Financial Statement to the membership at a General Meeting at the end of the fiscal year and submit such Statement to the Dante Global Liaison to be posted on the Intranet of Dante Global.

The Treasurer in concert with the Membership Chairperson shall keep a record of all members and dues remitted.

The Treasurer shall receive all donations made to Society, ensure that they are deposited in the fund for which they are intended, and send letters of appreciation to donors indicating our 501 C (3) status.

E. Immediate Past President

The Immediate Past President shall assist the Board so that there is continuity between the previous and current Boards.

ARTICLE V. COMMITTEES AND THEIR FUNCTIONS

The following shall be the Standing Committees of the Society and their functions:

A. Membership

To be responsible for all matters pertaining to membership enrollment and renewals.   

To enroll members in Dante.global and provide them with a numbered membership card containing access to the benefits of the digital platform as well as certain privileges in Italy.

To assist current members and attract new members.

To be responsible for notifying the Officers at each Board meeting of all changes of current members’ contact information or membership status as well as all newly enrolled members’ contact information and membership status, and noting all areas of volunteer services offered for the benefit of appropriate committee Chairpersons.

Work in concert with the Treasurer to resolve all matters of non-payment or incorrect payment of dues.

B. Scholarship

To establish and maintain a scholarship application and awards process through the following:

1. Determine and publicize qualifications required of scholarship applicants.
2. Design and distribute an application form which will elicit the necessary information to determine if a student meets the qualifications.
3. Evaluate applicants on the basis of required qualifications and decide on numbers and amounts of awards.
   1. Presentation of other awards is at the discretion of the Committee but requires Board approval.
   2. The total amount of funds for scholarship purposes must be approved by the Board each year prior to awarding any scholarships.
4. Organize the scholarship awards presentation.

C. Education

To organize educational programs as identified in Article I, B 2 and arrange for their location, materials, instructors and follow-up evaluations. The salaries for instructors as well as the cost of the courses shall be recommended by this Committee and approved by the Board.

To ensure that the education program of the Society, while offering quality language instruction, remains financially viable in order to sustain the mission of the Society.

D.  Finance:  This committee shall consist of the President, Vice President and the Treasurer with additional members as needed.

To prepare the annual budget.

To make recommendations for financial investments to the Board.

To provide an annual audit of all financial records of the Society.

To ensure that the Society is adequately insured.

To work in conjunction with other committees regarding registration and payment for all Society programs.

E. Programs

To identify, organize and publicize cultural events of the Society. 

F. Historian

To assemble, catalog, preserve and protect all news items, photographs, recordings, mementos and other materials which bring honor to, or effect, the continued history of the Society. 

G. Dante.global Liaison

To assist the President with the communications, correspondence and requirements of the Society with respect to the SDA and the Dante.global platform, including but not limited to the dante.global language learning platform, the “minisito” as defined in the Affiliation Contract between the Society and SDA and any other mandatory reporting requirements as defined and enumerated in the Affiliation Contract.

Chairpersons of any Special Committees who are appointed by the President and approved by the Board, and who routinely attend the meetings of the Board, shall be voting members of the Board.  

ARTICLE VI. THE BOARD

A. Membership

The Board of the Society shall consist of the Elected Officers and the Immediate Past President, as described in Article IV, and the Chairpersons of the Standing Committees, as described in Article V.

B. Authority and Responsibility

The Board shall have the authority and responsibility to conduct all the affairs and business of the Society.

C. Quorum

A quorum of the Board shall consist of a majority of the members of the Board.

D. Vote

All decisions on any question or issue made by the Board must be approved by a majority of the Board members present.

E. Vacancies

The President shall have the authority to fill any vacancies on the Board, subject to approval by the Board.

F. Offices Held

Only one office may be held by an elected Officer during his/her term of office.

G. Expenditures

Expenditures exceeding $300 must be submitted to the Board for approval. 

In case of an unexpected expense, the President may authorize expenditures not exceeding $300, subject to ratification at the following Board meeting.

ARTICLE VII. MEETINGS

A. General and Cultural Meetings

There shall be a minimum of one General Meeting each year.  In even-numbered years, a General Meeting shall be held in November for election of Officers.  In odd-numbered years, a General Meeting shall be held no later than January 31 for the Installation of Officers.

Cultural Meetings are to further the purposes of the Society as described in Article I, B 1.

B. Notification

All members shall receive notification of all meetings.  Notification will be provided electronically utilizing the Website, the email version of the Notiziario and other means of publicity.

C. Purpose

The purposes of the General and Cultural Meetings are to:

1. Further the purposes of the Society.
2. Conduct the necessary business of the Society.
3. Elect Officers in an election year.

D. Quorum

A majority of those voting members present shall constitute a quorum at any meeting of the Society.

E. Special Meetings

Special Meetings of the Society may be called by the President with the approval of the Board. Notice of Special Meetings shall be  provided to all members at least seven days in advance of the meeting date and shall specify the matters to be acted upon. Notification will be provided electronically.

F. Board Meetings

The Board shall meet quarterly and/or as needed, and Board Members’ attendance shall be required.  Members of the Board may participate in a regular or special meeting by video conference or by telephone, and in so doing are deemed present and may vote.

G. Special Board Meetings

Special Meetings of the Board may be held upon order of the President and any three members of the Board.

Members of the Board shall be notified of the time, place and date of any special meeting.

H. Rule of Order

The current edition of Robert’s Rules of Order shall be the parliamentary authority in all cases not provided for in these Bylaws.

ARTICLE VIII. GENERAL POLICIES

A.  Compensation

No member of the Board of the Society shall receive any compensation for services rendered to the Society.

B.  Special Hires

The Board has the authority to employ and compensate qualified professionals for work on behalf of the Society beyond the scope of the Board members.

C.  Reimbursement of Expenses

All members of the Society may be reimbursed for expenses they have incurred in furthering the purposes of the Society, provided that the costs, expenses and the approximate amounts have the prior approval of the Board in accordance with Article V, G.

Reimbursement will be made by the Treasurer in accordance with Article IV, D.

D. Bank Account Signatories

The President, Vice President, and Treasurer shall be designated as authorized signatories on all bank accounts held in the name of the Corporation. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by at least one of these officers, as determined by resolution of the Board of Directors. The Board may, by resolution, require two signatures for checks above a specified amount or designate additional officers as signatories as needed for operational efficiency and financial oversight.

E. Dissolution

Upon dissolution of the Society, no member shall be entitled to share in the distribution of any of the assets of the Society.

In the event of dissolution of the Society, the assets of the Society shall be distributed to a non-profit and tax exempt organization, under Section 501(c)(3) of the Internal Revenue Code, whose aims and purposes are similar to those of the dissolved Society.

F. Conflict of Interest

Any member of the Society who belongs to, or is the owner or employee of, any firm, organization or society doing business with the Dante Alighieri Society of Denver, Colorado, Inc., shall inform the Board of a potential conflict of interest.

ARTICLE IX. AMENDMENTS

These Bylaws may be amended at any General Meeting of the Society, or at a Special Meeting duly called for that purpose, by a vote of two-thirds of the members present and eligible to vote, provided that the amendment(s) has (have) been sent to the membership at least seven days prior to the meeting.  Notification will be provided electronically.

Bylaws as amended at the General Meeting on November 12, 2026.
Rhonda Hopkins and Pamela Marcantonio, Bylaws Committee