Article # 29 of the Pancretan Association of America By-Laws (as amended to reflect revisions approved by the 2011 National PAA Convention, St. Pete Beach, Florida)
The purpose of the Pancretan Endowment Fund is as specified in the Trust Document of the PEF referenced in paragraph B below, and which has been approved by IRS. Only projects within the scope and also within the rules and regulations of the PEF Trust Agreement referenced in paragraph B below shall be eligible for funding by the Trust.
B. Legal Status
The PEF is a 501(c)(3) tax exempt organization recognized by the IRS in accordance with the Trust Agreement dated January 29, 1990 and amended on March 9th, 1990, and is organized under the laws of the State of Illinois. Nothing in these articles or the PAA’s by-laws shall be construed as contrary to the rules and regulations of the applicable IRS code or the above mentioned Trust Agreement. The purpose of the PEF and the beneficiaries are irrevocable.
II. ORGANIZATIONAL STRUCTURE
The fund shall be administered by a Board of Trustees and a Chairwoman in accordance with the following:
A. The Board of Trustees
The PEF shall be administered by a Board of Trustees consisting of not more than seven (7) persons, one of whom shall be the Board’s Chairwoman. The President of the PAA shall serve on the PEF Board as one of the Trustees. The Board may elect/appoint a Secretary and Treasurer from among the Trustees.
B. Honorary Members
The Board of Trustees shall have the authority to recognize former trustees who demonstrate a continued interest in the mission of the PEF by appointing any such peson to be an honorary member of the PEF. An honorary member shall be invited to attend and participate in each meeting but shall have no voting rights and shall not be counted in determining a quorum.
C. Advisory Local Committee and Appointed Representatives in Crete/Greece
In order to improve the efficiency of the PEF’s program in Greece/Crete, and also in order for the PEF Trustees to be adequately, effectively and equitably represented in both the University of Crete (UC) and the Polytechnic University of Crete (PUC), a local advisory committees may be established to assist and advise the PEF’s Trustees in carrying out their responsibilities.
This advisory committee shall consist of seven (7) prominent individuals from Crete and/or other parts of Greece. This committee shall include among its members the respective presidents of the University and the Polytechnic Institute, or their appointed representatives. The members and chairman of this committee shall be appointed by the trustees of the PEF, and shall serve a term of four (4) years. This term limitation does not apply to the presidents of the two universities. Said members may be re-appointed by the PEF Trustees.
D. Other Representatives
The Chairwoman of the PEF along with the P.E.F Trustees may appoint additional representatives in Greece or Crete as they see fit, in order to assist them, and to facilitate the scope and goals of the PEF.
D. Friends of the Universities of Crete
Friends of the Universities of Crete consist of those individuals, chapters or Corporations, which contribute at least $1000 to the PEF. Upon submission of substantiating documents any person, or chapter, who contributed at least $1000 to the PEF in the past shall be considered as a Friend of the Universities of Crete, and shall be recognized in the magazine KPHTH.
III. STANDARD OPERATIONAL PROCEDURES
A. Qualifications of Trustees
The criteria for selecting the Fund’s Trustees and the Chairwoman shall be: commensurate professional and educational training, demonstrated experience/expertise in business, management, investments and fundraising, wiliness to serve the P.E. Fund and it’s investment program, and a demonstrated benevolence towards the PEF and the Universities of Crete. (Note: Friends of the Universities of Crete may be considered to satisfy the last of the above mentioned criteria.) In addition, the Chairwoman of the PEF shall have served at least one full four-(4) year term as a PEF trustee.
B. Election of Trustees
- Election of Trustees and Chairwoman
The Trustees and the Chairwoman shall be elected during the PAA national conventions and shall serve a four-year term. The election of the Trustees and the Chairwoman shall be staggered so that no more than 3 new trustees, excluding the PAA president shall be elected at anyone PAA convention. There shall be a limit to two (2) consecutive 4-year terms for the Chairwoman. No term limits apply to the other PEF trustees.
- Succession of the Chairwoman and Trustees
In the event of death, resignation or prolonged illness of any of the trustees, or the Chairwoman, the President of the PAA shall call within fifteen (15) days, the PAA’s Executive Council and the remaining PEF Trustees to submit a list of qualified candidates to fill the vacancy. The Board of directors of the PAA and the remaining Trustees shall vote to select, by majority vote, a new trustee to serve the un-expired term. The election shall be held in the city where the PAA President resides.
C. Duties and Responsibilities of the PEF Trustees, Chairwoman and Local Committee
1. The PEF Chairwoman
- The Chairwoman shall call all meetings of the Trustees and shall preside over all meetings.
- The Chairwoman shall represent the PEF in all official functions and the PAA Board at which he shall be an officer of the PAA with the right to a vote.
- All official correspondence with Greece, the Universities and/or the local committees shall be conducted through the Chairwoman, in consultation with the Trustees, which shall be copied on all correspondence, if practical.
- The Chairwoman shall oversee the Fund’s investments and shall carry out the policy decisions taken by the Trustees regarding investments and other matters.
- In order to effectively respond to the stock market’s volatile behavior, the chairman shall be specifically authorized by the majority of the trustees to take appropriate action regarding the investments as may be required during an “emergency”.
- The Chairwoman shall prepare, with the assistance of the Trustees, and deliver annual and biannual reports to the Fund’s Trustees, the PAA’s Board of Directors and the PAA National Convention.
- The Chairwoman and the Treasurer/ Secretary of the Fund shall sign all checks issued by the Fund.
2. The Trustees
- The Trustees shall attend all meetings called by the Chairwoman and shall decide by majority vote on policy matters and directions regarding the investments or other matters of the PEF.
- Each of the Trustees has the obligation to follow/track the Fund’s investments and provides appropriate advice to the Chairwoman regarding such investments.
- The Trustees, by majority vote, shall appoint a Secretary and Treasurer, who shall perform various functions as requested by the Trustees, or the Chairwoman. i.e. The Secretary to take minutes of meetings, and the Treasurer shall hold the checkbooks and other financial records.
- The resignation of any Trustee of the PEF shall be deemed tendered when the Trustee misses two (2) successive regularly scheduled meetings, without due cause, and acknowledged and approved by the remaining Trustees and the Chairwoman. After the dismissal of the absentee Trustee, the succession procedure of section III.B.2 of this document shall be followed in order to replace such Trustee.
3. Duties and Responsibilities of the Advisory Local Committee in Greece
- This committee shall represent the PEF trustees in Greece, and among other tasks, it shall be a conduit of communication and other business between the PEF and the University of Crete and/or the Polytechnic University.
- Projects for funding shall be submitted to, or sought by this committee for their consideration from the local University PEF committees, and subsequent submittal to the PEF Trustees.
- The local committee shall also be responsible for the overall organization and coordination of efforts, PEF activities, Friends of the Universities of Crete activities, and any other projects as may be required by the PEF.
- Furthermore, this committee shall, if possible undertake and coordinate any fund-raising efforts on behalf of the Universities of Crete.
- The Chairwoman of the committee shall call meetings as necessary. In addition, a minimum of once a year, the Chairwoman should convene a joint meeting between the local committee (in Greece) and representatives from all institutions of Crete and preferably the PEF Trustees form the USA. The major focus of this meeting should be the annual review of the progress and programs undertaken during the previous period.
IV. MANAGEMENT OF FUND’S ASSETS
The management and administration of the PEF’s assets are also subject to the following articles:
A. The Fund’s assets shall be invested in “investment grade” stocks, bonds, mutual funds and other sound financial instruments in the United States. All investment decisions shall be taken by majority vote of the Trustees during a regularly convened meeting of the Board of Trustees.
B. The Trustees shall distribute only the net income from the Fund semiannually. In extreme emergencies, and only by a three quarters majority vote of the trustees, an amount not exceeding 2% of the Funds actual balance can be distributed from the principal in any one year.
C. The income and principal of the Fund shall not be distributed, hypothecated, pledged, loaned or in any other manner subjected to claims or requests by any other persons, groups or institutions, except in accordance with the provisions of the 501.c.3 of the IRS Tax Code Regulations, and the Fund’s Approved Trust Agreement.
D. If bonding of the Trustees is required, then the bonding expenses shall be paid by the Fund. Requirement for bonding shall be determined by the Trustees by majority vote.
V. THE FUND TRUST PROVISIONS (Approved by IRS on June 28, 1990)
The Pancretan Endowment Fund is governed by the Pancretan Endowment Fund Trust dated January 29, 1990 as approved by the Internal Revenue Service by letter dated June 28, 1990.