Constitution
& By-Laws

The name of this organization is the “Pan-Albanian Federation of America, Vatra” (henceforth referred to as “Vatra” or the “Federation”). Vatra is organized and operated as a not-for-profit corporation.

Vatra’s Seat and Main Office is the Vatra House, located in New York at 2437 Southern Boulevard, Bronx, New York 10468. The Seat may be changed by the Executive Board with the approval of the Council.

Headquarters Use and Access Policy. Purpose and use of Headquarters. The Vatra Headquarters (the Vatra House) shall serve as the official headquarters of the Federation and shall be maintained primarily for ceremonial, representational, and official organizational purposes. Such purposes include, but are not limited to: — (a) meetings with dignitaries, elected officials, governmental representatives, and community leaders from the United States and foreign countries; — (b) official receptions, ceremonies, commemorative events, and functions conducted on behalf of Vatra; — (c) meetings of the Vatra Executive Board and other official gatherings authorized by the President or the Executive Board; and — (d) activities that promote the mission, history, culture, and public image of Vatra. The Headquarters shall not be available for use by any Vatra branch, chapter, or affiliated organization for the conduct of its routine or day-to-day business operations, regular meetings, administrative functions, or other activities ordinarily conducted within the normal course of that branch’s affairs, unless specifically authorized by the Executive Board. Control and custody of Headquarters keys. To ensure the security, preservation, and proper management of the Vatra Headquarters, custody of all keys, access devices, and security credentials for the Headquarters shall be maintained exclusively by (i) the President of Vatra; and (ii) the Editor of the Dielli newspaper. No duplicate keys or access credentials shall be issued to any other person without the prior authorization of the Executive Board. The President and the Editor shall be jointly responsible for safeguarding access to the Headquarters and for ensuring that the facility is used only for authorized purposes consistent with this Article. Authorization for use. Any use of the Headquarters shall require prior approval from the President or such other officer designated by the Executive Board. The President shall have the authority to regulate scheduling, access, and use of the facility to ensure compliance with this Article and to protect the interests and reputation of Vatra.

Vatra’s activity is regulated by these By-Laws, by Vatra’s Certificate of Incorporation, and by the laws of the United States and the State of New York, including the New York Not-for-Profit Corporation Law. In the event of any conflict between these By-Laws and applicable federal or New York law, the law controls, and the remaining provisions of these By-Laws remain in full force and effect.

The activity of Vatra branches in other countries and outside the United States is regulated by these By-Laws and applicable local law. Where local law conflicts with these By-Laws, the branch shall comply with local law and shall promptly notify the Executive Board so that conforming arrangements may be made.

Vatra enters into a written Branch Agreement with each branch. The Branch Agreement supplements and furthers these By-Laws. In the event of any direct conflict between a Branch Agreement and these By-Laws, these By-Laws prevail.

By means of activities, conferences, symposia, and publications, to promote solidarity and the love of country and nation among Albanians in the United States and other countries where they live — Albania, Kosovo, other ethnic lands, and the diaspora.

To promote respect for and love of the constitution, the laws, and the institutions of the United States, of Albania, and of other countries where Albanians live, and to cultivate friendly relations between Albanians and the citizens of the United States and of other countries.

To encourage the opening of schools and the teaching of the English and Albanian languages where Albanians live, the teaching of the history of these countries, and mutual respect between the Albanians of the United States and the communities where they live.

To endorse the integration of Vatrans and Albanians by supporting, as much as possible, emigrants and workers of Albanian ethnicity, and to work toward a strong, united community living in harmony and possessing a rich cultural life.

To lobby for important Albanian national issues with central and local institutions, with representatives in the Congress, the Senate, and the State Department of the United States, and with government officials in other countries, in each case in compliance with all applicable laws governing the activities of not-for-profit organizations.

Vatra’s guiding spirit is the common national interest, including national unification within ethnic boundaries by legal and democratic means, based on international conventions, and the integration of Albania and Kosovo into the European Union.

Vatra is independent of political-party influence and contributes to Albanian national policy. Vatra does not participate in partisan political campaigns on behalf of, or in opposition to, any candidate for public office, and conducts any permissible advocacy in accordance with the limits applicable to its tax status.

Vatra endorses legal and regulatory initiatives that improve the election law and other democratic enhancements in Albanian lands, encouraging voters to exercise their fundamental right to vote freely.

Vatra endorses the principle that authority is attributed through a regular voting process in which the vote is free and secret, the majority leads, and the minority is respected and its concerns are considered.

Vatra’s collegial bodies are: — The Assembly; — The Council; — The Executive Board; — The Executive Boards of Branches; and — The Conferences of Branches.

The Vatra Assembly is Vatra’s highest decision-making body. The Assembly examines Vatra’s work and elects its executive bodies. The Assembly examines proposals for By-Laws amendments and improvements. Amendments to these By-Laws require a qualified majority of two-thirds of the participating Assembly delegates.

Beginning with the adoption of these By-Laws, the Assembly is held every two (2) years. Assembly delegates are representatives of branches recognized and accepted by the Executive Board (“the Board”) and chosen in accordance with these By-Laws. The Assembly is held during the last week of April of the due year, which is the anniversary of Vatra’s foundation, unless a preceding Assembly has decided otherwise. The change from a four-year to a two-year cycle applies prospectively from the first Assembly following adoption of these By-Laws.

Any Vatra structure may demand By-Laws changes. In all cases, proposals may be examined by any structure, but only the Council may send changes to the Assembly for approval, and only if a qualified majority of two-thirds of Council members agrees to do so.

Delegates decide the place and time of the Assembly. If the delegates do not do so, and the branches have not proposed alternative places and times, the Assembly gathers in New York at the Vatra Main Office. If there are two or more suggestions for where to hold the Assembly, the place is chosen by the Board in agreement with the proposing parties.

An extraordinary Assembly may be called by no fewer than thirty percent (30%) of the branches. Such a request takes the form of a written letter to the governing bodies stating the intention and presenting reasonable motivations. When the request is made official, the President and the Board organize the extraordinary Assembly by setting the date and notifying the delegates of the preceding Assembly, who hold the delegate’s mandate until a new Assembly.

A delegate must be a Vatran who has been a member in a branch recorded in the Vatra List (“the List”) for at least one year and has paid membership fees. New branches may send delegates to the Assembly if they satisfy these two conditions.

The President and the Board at the Vatra Main Office, or the Assembly-organizing committee, verify delegate credentials no later than one week before the Assembly, declaring those credentials valid or invalid.

A delegate may appeal in writing to the Assembly the refusal of the delegate’s credentials by the Board or the committee. The Assembly settles the case.

The Vatra President opens the Assembly and reports on Vatra’s work between two Assemblies. The Chairperson, the Secretary, and a Member of the Board who preside over the Assembly proceedings are elected by the Assembly by a majority of fifty percent plus one (50% + 1) of the votes of the delegates present.

Board members are delegates with voting power. Special guests with significant contribution to the Albanian cause may attend if approved by the Council, but they have no voting rights.

The Assembly audits Vatra’s accounts and examines Vatra’s activities between two Assemblies. It examines the activities with the President and the Board based on these By-Laws and assigns responsibility for nonperformance.

In the concluding stage, the Assembly adopts changes and decisions for the following term, elects the President, and supplements the Council with other members according to the formula set in Articles 31 and 32. The newly elected President presents the draft budget and the draft platform for approval by the Assembly.

Finally, the Assembly administrators prepare and approve a Report of the Assembly Proceedings and present it to the Vatra Secretary, who keeps it at the Vatra Main Office. The Secretary submits the Proceedings Report to the first convening of the Council for review, and this marks the end of the Assembly.

The Vatra Council is composed of branch chairs, Vatrans who have served in executive positions for significant periods of time, and Vatrans who enjoy respect and authority in the community.

The Council has thirty-three (33) members. This number may be changed only by the Assembly, based on whether the number of branches has changed. The Council Chair has a mandate of two (2) years, coextensive with the Assembly cycle.

The Council meets twice a year. The Council Chair shall be appointed by the President and shall serve at the pleasure of the President. The Chair organizes and administers Council meetings according to the previously agreed procedure. Council meetings may be held virtually, but physical presence is required when a secret vote is needed.

The Council examines and approves By-Laws implementation acts, and drafts and approves internal regulations for the functioning of Vatra and its branches. The Council manages the complaint process: it examines complaints and decides them on the merits. The Council is the body that imposes disciplinary measures against Vatra members and branches, in accordance with Chapter 13 (Discipline, Due Process, and Disqualification).

The Council approves decisions by a simple majority of fifty percent plus one (50% + 1), except for disciplinary measures or decisions not covered by these By-Laws, in which cases a two-thirds (2/3) vote of the Council membership is required.

The Council Chair convenes Council meetings and sets their time and place. The meeting place, time, and agenda are announced on Dielli online no later than one week before the meeting. A Council meeting is valid if more than half of its members are in attendance.

The Vatra President, OR the Vatra Board, OR one-third of Vatra branches, OR one-third of the Vatra Council members may call an extraordinary meeting of the Council. The cause, usefulness, and reasons for calling such a meeting must be presented in writing.

The Executive Board (“the Board”) of Vatra is composed of the Vatra Officials, namely: the President, the Vice-President, the Secretary, the Treasurer, and nine (9) members. The Board is elected every two (2) years. It is proposed by the President in consultation with Vatra membership no later than one month after the closure of the Assembly proceedings. The President may make changes in the Board during his or her two-year mandate, depending on need and performance.

The Board, led by the President, implements the decisions of the Assembly and supports the President in carrying out his or her duties in accordance with these By-Laws. The Board is generally summoned every other month but may be summoned more frequently if needed. Electronic correspondence among officials, and with the wider public, should be timely and frequent, but always initiated under the authority of the President or an official authorized by the President.

The Board, led by the President, organizes the branches and decides their inclusion in or removal from the List, subject to Chapter 13. The President may request the removal of a branch in consultation with the Board. Such a request is submitted to the Council. Removing a branch requires the approval of two-thirds (2/3) of the Council members.

The Board is present and participates in the proceedings when the Council examines a request for the removal of a member or a branch from the List. It must ensure the presence of the person or branch under scrutiny and make sure the right to be heard is respected.

The Board may send representatives to various national and international activities.

The Board monitors Vatra accounts; through the President and Treasurer it reports the central revenues and expenses in the official bulletin every four months.

An Honorary Board Chair is an honorary title that may be bestowed on a top official of the Federation who has a long history of contributions to Vatra and to the national causes.

Criteria to qualify as a Vatra branch: — (a) the branch should have no fewer than fifteen (15) members; — (b) members should pay membership fees; — (c) the branch must comply and agree with Vatra’s program, exercise its activity in accordance with the spirit of these By-Laws and the guidance of the Board, and execute a Branch Agreement with the Board and the President; and — (d) the branch should approve and act upon its own set of rules, consistent with these By-Laws and the Branch Agreement.

The branches must abide by the Executive Board and comply with its decisions. Branches may object to the Board or the President only through the Council or through their delegates in the Assembly.

The Branch Executive Board (“Branch Board”) has the following officials: a chairperson, the deputy-chairperson, the secretary, the treasurer, and three (3) members.

Branch elections are held every two (2) years, coextensive with the Assembly cycle. Branch officials are elected by branch members. They may be re-elected and must have no conflict of interest while in office.

Branch Boards communicate with, and report periodically to, the Board and the Council regarding their activity, budget, and changes in their membership.

Branches are registered as part of the Federation in conformity with the law of the United States, or with the law of the country where the branch exercises its activity, as a not-for-profit. The branch is legally responsible for the management of its financial resources, which it should report once a year to the Vatra Board and Council.

Branches must report on their annual activity at the end of each December, as required by Article 44. Branches with many members must contribute a required amount to the Central Treasury and may use the remainder for their needs, in agreement with the President and the Board.

When a branch violates these By-Laws or the Branch Agreement, or does not comply with the decisions of the Board or the Council, removal proceeds in accordance with Chapter 14 (Discipline, Due Process, and Disqualification).

Members of a removed branch who wish to remain part of Vatra must reorganize the branch in accordance with these By-Laws and the Board’s directions, subject to the disqualification provisions of Chapter 14. When the conditions of Article 44 are not met, members have the option to join the nearest branch, subject to the same disqualification provisions.

Branches or “Friends of Vatra” clubs created in other countries are regulated by an internal regulation act proposed by the Board and approved by the Vatra Council.

The Officials of the Vatra Federation are: — the President of the Vatra Federation; — the Vice-President/Director of Branches; — the Secretary; — the Treasurer and nine (9) members; and — merit-based honored and decorated persons.

The President is the head of the Vatra Federation. After being voted into office by the Assembly, the President negotiates the creation and functioning of Vatra’s structures based on the decisions of the Assembly.

The President is elected by the Assembly, has a mandate of Four (4) years, and may be discharged only by the Assembly. The President is elected by secret vote among competing candidates. Candidates present their bids to the Assembly, and the candidate who wins fifty percent plus one (50% + 1) of the tallies of the delegates present is declared the winner. The vote is secret, the count is public, and the result is announced publicly to the delegates.

Presidential Cabinet and Department Directors. Within thirty (30) days following his or her election by the Assembly, the President shall, in consultation with the elected branches and Vatra membership, appoint the Executive Cabinet of the Federation. The Executive Cabinet shall consist of eleven (11) members and shall include: (a) Deputy President/Director of Branches; (b) President of the Council (President of the Parliament); (c) Secretary; (d) President of Finance; (e) President of the Legal Department; (f) Editor of Dielli (The Sun); (g) Director of External Relations; (h) Director of Internal Relations; (i) Director of Awards and Recognition; and (j) Director of the Complaints Office. The President may establish additional departments and appoint additional advisors as necessary to advance the objectives of the Federation. All Cabinet members and Department Directors shall serve at the pleasure of the President and may be removed or replaced by the President at any time during the President’s term of office.

No person may serve more than four (4) consecutive terms as President. A former President becomes eligible to serve again after one full intervening term. This Article applies prospectively; terms served before the adoption of these By-Laws are not counted.

Any Vatran has the right to run for President if he or she is a person of integrity and moral rectitude and has distinguished himself or herself in service to Vatra, to the Albanian community, and to the Albanian national cause. A person who is disqualified under Chapter 14 is not eligible to run for or hold the office of President.

The President, in consultation with the Board, may create departments and appoint advisors when he or she believes this will improve Vatra’s activity, when it enables bringing distinguished personalities of different fields, Albanian or not, into the organization, or when he or she believes it serves the Albanian national cause.

The President and Vatra’s structures have the right and the obligation to contact representatives and institutions inside and outside the United States and to lobby with them, within the limits of applicable law, for the benefit of the Albanian community and the national cause. Lobbying may be done through distinguished individuals or through groups of personalities in different walks of life with the necessary qualifications.

If the President is unable to perform his or her role due to health or criminal proceedings, the leadership passes to the Vice-President, with the approval of the Vatra Council, until the next Assembly, which elects a new President.

The President, assisted by the Board, reports to the Council annually, at the beginning of the year, and to the Assembly at the end of his or her mandate, by producing a report of the organization’s work in accordance with the decisions of the previous Assembly concerning the financial balances and the activity of Vatra.

After the President, the Vice-President/Director of Branches is the most important Vatra official. The Vice-President helps the President fulfill the targets set by the Assembly and the obligations derived from these By-Laws. When the President, for any reason, cannot be present, the Vice-President chairs the activities according to these By-Laws and in compliance with the guidance and instructions of the President. The Vice-President is accountable to the Vatra structures according to these By-Laws and to his or her executive role in the Federation. The President shall have thirty (30) days after the election to designate the Vice-President of his or her choosing.

The Secretary is a high official of Vatra who maintains the documentation of the main office and the correspondence with the branches, the membership, and external persons. The Secretary is responsible for the publication of Vatra executive decisions in the Dielli newspaper and Dielli online. The President shall have thirty (30) days after the election to designate the Secretary of his or her choosing.

The Secretary keeps the Board and Council meeting minutes, holds the keys to the offices and to the coffers of the Federation, ensures that the Vatra structures are supplied with the necessary documentation, and ensures that Vatrans are supplied with Vatran insignia. The Secretary maintains the official List of members and branches and the official register of disqualified members and branches described in Chapter 14.

The Secretary, in consultation with the Dielli editors and Board members, arbitrates disagreements about publishing in the Dielli newspaper and makes decisions on its advertisement fees and revenue.

The Treasurer is a member who has sufficient expertise in financial matters, distinguished by correctness and honesty. The Treasurer keeps the funds of the Federation, is responsible for them, and must deposit all revenues in the Federation’s regular bank. The President shall have thirty (30) days after the election to designate the Treasurer of his or her choosing.

The Treasurer is a member of the Board and reports to the Assembly on the revenues and expenses during the period between two Assemblies. The Treasurer reports Vatra’s financial balances to the Council and ensures that the financial report is published in Dielli, including student funding.

The Treasurer is responsible for the payment of bills and receipts authorized by the Assembly or the Council. Any payment or transfer is made by check signed by the President and the Treasurer, or made electronically to the Vatra account or by money order. The Treasurer keeps detailed documentation and reports to the membership or the elected bodies on call.

All Board Members shall serve at the pleasure of the president. Board members may be terminated by the president for cause. The President has the right to appoint and remove any member of his cabinet based on the performance of the implementation of the Constitution of the Homeland.

The President of the Vatra Federation, in consultation with the Board, appoints the editor of the Dielli newspaper and, if needed, one or more assistants to the editor. The appointed person or persons conduct their work in compliance with the aims and spirit of the Federation as enshrined in these By-Laws. They should be professionals of the craft and should master both Albanian and English.

The editor manages the publication of the Dielli newspaper. Dielli’s purpose is to inform the membership and the community at large. The newspaper reports on the Albanian cause, making known its past, present, and prospects.

The editor publishes the print and online versions of the Dielli newspaper, reports on the rights of Vatra members and Albanians wherever they live, and does so in compliance with international law, constitutional law, and the codes of ethics of the countries where they live.

The Dielli newspaper and all other Vatra publications should be progressive, of a national character, and harmonious, should respect the thoughts and ideas of others, should be permeated by the principles of freedom and democracy, and should be rooted in the right to be informed. Articles, analyses, positions, opinions, and comments of Vatra members enjoy priority in publication and should be published unless they violate ethics; contain hate speech, insults, inaccuracies, or disinformation; or are divisive for the Vatrans, the community, the institutions, or the public at large.

Vatra encourages, supports, and promotes books it holds to be in the interest of the community and of the national cause, which contribute to Albanian-American friendship and to friendship between Albanians and the populations of the countries where they live, and which help preserve Albanian culture, language, and identity.

When the President, in consultation with the Board, appoints an editor, a contract is signed with the editor for a term of no longer than twelve (12) months, renewable each year. If needed, Vatra officials may edit Dielli or assist the editor. Vatra’s media activity is regulated by a specific set of rules. The Board undertakes to create the necessary working conditions for the editor.

Advertising in the newspaper is sold according to the space available and at rates determined by the Board. The right to accept or refuse articles belongs to the editor, in agreement and consultation with the Board.

The Vatra Foundation had been founded to assist outstanding students. It was managed by persons with experience in financial management, whose duty was to find legal means for its growth. The Foundation management committee was composed of three (3) people, one of whom was appointed Chair with the Council’s approval. The Foundation management committee served for a term of two (2) years.

The Foundation management committee could include the Treasurer or another Vatra official as a member to ensure its accountability to Vatra structures. The committee’s responsibility was to increase the Foundation’s revenues in full transparency and accountability to the body that elected it.

Vatra Foundation Inc. was a financial structure created by the Board and approved by the Council, which facilitated the deposit of financial contributions made by individuals, branches, or legal entities in the form of voluntary donations to Vatra.

All contributions were recorded in Vatra’s central register, and donors were provided with the appropriate receipts and statements as required by law. Vatra Foundation Inc. was managed by a board composed of three (3) persons whose contributions to Vatra were well recognized and who possessed the necessary financial competency and responsibility.

Vatra Foundation and Vatra Foundation Inc. were two structures created by the Board and approved by the Council. As such, they were accountable to Vatra’s governing structures.

The Vatra Foundation and Vatra Foundation Inc. ceased operations and were dissolved effective February 26, 2022. Accordingly, all references to the Vatra Foundation and Vatra Foundation Inc. contained in Articles 78 through 82 are retained solely for historical and archival purposes and shall not be construed as authorizing or recognizing the existence or operation of either entity after February 26, 2022.

The VATRA Educational Fund was established on September 25, 1961, through the Office of the Attorney General of the Commonwealth of Massachusetts. The Fund exists to support educational advancement and scholarship assistance for qualified students.

The purpose of the VATRA Educational Fund is to provide financial assistance to deserving students pursuing educational studies at the high school, college, university, graduate, professional, or other post-secondary levels. Eligible applicants may apply regardless of their geographic location.

The VATRA Educational Fund shall be administered in accordance with the purposes for which it was established and in a manner that preserves and grows its assets for the benefit of future generations of students.

The VATRA Secretary shall serve as the administrator of the Educational Fund unless the President appoints another qualified person. The President, with the approval of the Executive Board, may appoint a qualified individual who is not a member of the Executive Board to administer the Fund and oversee its operations.

The Educational Fund shall be governed by a committee of not fewer than three (3) persons. Committee members shall be persons of integrity and financial responsibility. No fewer than three (3) persons shall participate in the management and oversight of the Fund in order to promote transparency, accountability, and the avoidance of conflicts of interest.

The Educational Fund Committee shall review scholarship applications, establish eligibility criteria consistent with these By-Laws, and recommend recipients for approval. All decisions shall be documented and maintained in the official records of Vatra.

The assets of the Educational Fund may be invested through financial institutions approved by the Executive Board, including Bank of America or its successor institutions. The Committee shall act prudently and in accordance with applicable law in managing and investing Fund assets.

At the end of each fiscal year, proceeds, earnings, distributions, or other amounts designated for scholarship purposes shall be transferred to Vatra for distribution to approved scholarship recipients in accordance with the Educational Fund's objectives.

Scholarship awards shall be distributed only to applicants selected through the Educational Fund's review process. Recipients shall meet the eligibility requirements established by the Committee and approved by the Executive Board.

Before receiving any scholarship payment, each recipient shall execute an affidavit, receipt, or acknowledgment confirming receipt of the scholarship funds and agreeing that the funds will be used for educational purposes. Such affidavits shall be maintained in Vatra's records.

The Educational Fund Committee shall provide an annual report to the Executive Board and Council concerning the Fund's assets, investments, earnings, scholarship distributions, and activities during the preceding year.

The President, with the approval of the Board, applies a system of recognition and awards of merit for services provided by Vatrans at all levels of the organization.

Recognition and awards of merit may also be given to non-members who have contributed to the national cause and to their community.

Proposals for recognition and awards of merit may also be made by other structures, individuals, or subjects. All cases are examined by the President and approved by the Board.

A member or branch may be subject to discipline, up to and including removal and disqualification, for any of the following grounds (“Grounds for Discipline”): — (a) material violation of these By-Laws, the Branch Agreement, or any lawful rule, policy, or decision of the Assembly, the Council, or the Board; — (b) fraud, or any dishonest, fraudulent, or deceitful act or misrepresentation against or affecting Vatra, including conduct that materially harms Vatra’s reputation, property, funds, or lawful interests; — (c) making scandalous, defamatory, or knowingly false statements or lies about Vatra, its leadership, or its structures, or working against the spirit and mission of Vatra or persistently acting to drive members away from the organization; — (d) unauthorized use of, or infringement upon, Vatra’s name, seal, marks, or other intellectual property, or holding oneself out as authorized to speak or act for Vatra without authorization; — (e) misappropriation, conversion, or unaccounted handling of Vatra or branch funds or property, refusal to return Vatra property on lawful demand, or any other conduct adverse to the best interests of Vatra; — (f) nonpayment of dues or fees as required by these By-Laws, after notice and a reasonable opportunity to cure; or — (g) any other conduct that, under applicable law and these By-Laws, constitutes good cause for discipline.

Disciplinary measures, in increasing order of severity, are: (i) written warning; (ii) suspension of specified membership rights or branch privileges for a stated period; (iii) removal from membership or removal of a branch from the List; and (iv) disqualification under Section E of this Chapter. The measure imposed must be proportionate to the Grounds for Discipline established.

Initiation and notice. A disciplinary matter may be initiated by the Board, by a branch with respect to its own member, or by a written complaint to the Council. The member or branch under scrutiny (the “Respondent”) shall be given written notice stating: (i) the specific Grounds for Discipline alleged and the conduct relied upon; (ii) the disciplinary measures that may be imposed, including the possibility of disqualification; (iii) the date, time, and place (which may be virtual) of the hearing, set not fewer than thirty (30) days after the notice is sent; and (iv) the Respondent’s rights under Article 101. Notice is sufficient if sent to the last known mailing or email address on Vatra’s records.

Hearing rights. At the hearing, the Respondent has the right to: — (a) appear in person or, for a branch, through its officers or a designated representative; — (b) be accompanied by an advisor or counsel at the Respondent’s own expense; — (c) receive, in advance of the hearing, copies of the principal documents relied upon against the Respondent; — (d) present a written and oral response, offer documents and witnesses, and respond to the evidence presented; and — (e) an impartial decision-maker; any Council member with a material personal conflict of interest in the matter shall recuse himself or herself.

Opportunity to cure. Where the Grounds for Discipline are reasonably capable of being cured — such as nonpayment of dues, a reporting failure, or a branch’s failure to meet the criteria of Article 44 — the Board shall, before proposing removal, give the Respondent a written cure period of not fewer than thirty (30) days, except where the conduct involves dishonesty, misappropriation, infringement of Vatra’s intellectual property, or an imminent threat under Article 104.

Decision. The Council decides the matter on the merits after the hearing. A decision to warn, to suspend, or to bar a member or branch for life requires a majority of fifty percent plus one (50% + 1) of the Council membership. A decision to remove a member or a branch, or to disqualify, requires a majority of fifty percent plus one (50% + 1) of the Council membership. The decision shall be in writing, shall state the Grounds for Discipline found and the measure imposed, and shall be delivered to the Respondent and recorded by the Secretary. The Board participates in the proceedings under Article 40 but the determination is made by the Council.

Interim suspension. Where the alleged conduct poses a continuing risk to Vatra’s funds, property, reputation, or intellectual property, the Board may impose an interim suspension of specified rights or privileges pending the hearing, provided that the hearing is held promptly and the Respondent’s rights under Article 101 are preserved.

Appeal to the Assembly. A member or branch removed or disqualified by the Council may appeal to the next Assembly by written notice to the Secretary within sixty (60) days of the Council’s written decision; provided, however, that a member or branch barred for life under Article 106 has no right of appeal. The Council’s decision carries full force and effect unless and until reversed by the Assembly. The decision of the Assembly is final. If no timely appeal is filed, or if the Assembly affirms the Council, the decision is final and constitutes a final adjudication on the merits for all purposes, including the disqualification provisions of Section E. Subject only to this internal appeal, the parties intend that exhaustion of these procedures is a condition precedent to any external proceeding, consistent with the Branch Agreement.

Disqualification. When the Council, by a majority of fifty percent plus one (50% + 1) and following the procedure of Section C, Article 101, finds that a member or branch was removed for Grounds for Discipline involving fraud as set forth in Article 98(b), scandalous, defamatory, or knowingly false statements or lies about Vatra as set forth in Article 98(c), or conduct adverse to the best interests of Vatra as set forth in Article 98(e), the member or branch shall be permanently barred for life from Vatra, with no right of appeal, and the Council shall so declare. For any other Grounds for Discipline involving dishonesty, misappropriation or conversion of funds or property, infringement or misuse of Vatra’s intellectual property, or repeated or willful material violations of these By-Laws or the Branch Agreement, the Council may declare the member or branch — (a) permanently disqualified and barred for life from membership, office, delegate status, and branch affiliation in Vatra; or — (b) disqualified for a fixed period of years specified in the decision.

Register of disqualified persons and branches. The Secretary maintains an official register of all members and branches disqualified under Article 106, recording the name, the date and a summary of the decision, and the duration of the disqualification. The register is maintained at the Main Office and is the controlling record for determining eligibility for admission or readmission.

Effect of disqualification. A person or branch that is disqualified, or that is the alter ego, successor, or substantial continuation of a disqualified branch, or that is materially controlled by one or more disqualified persons, may not: (i) be admitted or readmitted as a member; (ii) form, lead, or join a branch; (iii) serve as an Official, delegate, or Council member; or (iv) use the Vatra name, seal, or marks. The Board shall reject any application or branch-recognition request that would have the effect of restoring a disqualified person or branch, and shall refer any disputed case to the Council. A person or branch barred for life under Article 106 is permanently disqualified, the bar does not expire, and such person or branch is ineligible for reinstatement, readmission, or relief by any Vatra body.

Limited reinstatement for fixed-period disqualifications only. A person or branch subject to a fixed-period disqualification (and not a permanent disqualification) may apply for reinstatement after the period has elapsed. Reinstatement is not automatic and requires: (i) a written application demonstrating that the Grounds for Discipline have been fully remedied, including restitution of any funds or property and cessation of any infringing use; and (ii) approval by a two-thirds (2/3) vote of the Council. A permanent disqualification under Article 106(a), and any bar for life under Article 106, is absolute and is not subject to reinstatement, readmission, waiver, or relief by the Council, the Assembly, or any other body, and does not expire. This Article supersedes and replaces any prior provision permitting automatic readmission of a penalized member after a stated period.

Good faith and non-discrimination. All actions under this Chapter shall be taken in good faith, for legitimate organizational reasons related to the Grounds for Discipline, and without unlawful discrimination. Nothing in this Chapter authorizes any action prohibited by federal or New York law.

Any Albanian or sympathizer of our country who lives in the United States, in countries where Albanians live, or anywhere in the world, who is at least eighteen (18) years old, displays good conduct, and is legally responsible, may be a member of Vatra. Members must be tolerant, must believe in the principles of democracy, and must abide by its rules. Admission is subject to the disqualification provisions of Chapter 14.

Anyone who wishes to become a Vatran may apply for membership at the Main Office or at the branch office closest to them. The application is submitted in written form and is accompanied by payment of the membership dues, which include a complimentary subscription to the Dielli newspaper. When membership is accepted, the person is given the membership documents and is guided to act as a member at the closest or another branch, where the person is officially recorded.

Annual dues; newspaper subscription. The annual membership dues are — (a) One Hundred Dollars ($100.00) per member per year, which includes a complimentary annual subscription to the Dielli newspaper; and — (b) One Hundred Dollars ($100.00) per year for senior-citizen members, which likewise includes a complimentary annual subscription to the Dielli newspaper. Membership dues include a complimentary subscription to the Dielli newspaper and are payable annually. Students pay one-half of the regular membership dues, as provided in Article 118. The dues amounts set forth in this Article are subject to change, and the elected administration may from time to time adjust or raise the dues to account for inflation, increased operating costs, or other legitimate organizational needs, subject to the approval requirements of these By-Laws. Nonpayment of dues is a ground for discipline under Article 98(f), subject to the notice-and-cure procedure of Article 102.

Vatrans should display tolerance and respect for others’ opinions, should respect Vatra’s leadership and structures, should engage in constructive debate, and should comply with decisions taken by the majority. Members may be identified as Vatrans in public activities, but whenever the opinion or vote of Vatra is sought outside the organization, a member may not represent Vatra unless authorized by the President and the Board.

Vatrans who serve as delegates in the Assembly represent a set number of branch members. The representation formula is proportional, at the ratio of one (1) delegate for every fifteen (15) Vatrans (1:15).

The number of Assembly delegates is calculated from the number of branch members as of December 31 of the relevant calendar year. If there are fluctuations to that number, the median of the years of the term preceding the Assembly is calculated. Persons who received their membership after December 31 of the year preceding the Assembly may not be represented in that Assembly. The credentials of delegates who violate this rule are invalidated.

Vatrans who violate these By-Laws or work against their spirit, whose behavior harms Vatra’s image, or who drive members away from the organization are subject to discipline in accordance with Chapter 14. The branch first convenes a meeting to ask the member for an explanation of the alleged violations. If the member does not reflect or change, the matter proceeds under Chapter 14, including notice, hearing, decision, appeal, and, where warranted, disqualification.

Students pay one-half (1/2) of the regular membership dues. Members, both as individuals and as branches, pledge to comply with these By-Laws.

Vatrans may be organized into structures according to gender, age, profession, and geographic area, if deemed necessary by the President and the Board and if it serves the organization of the Albanian community.

Vatra’s income comes from: (a) annual membership dues; (b) optional Dielli subscriptions; (c) proceeds of Vatra publications; (d) voluntary gifts and donations from members and friends; and (e) other lawful sources approved by the Board and Council. All funds are held and used exclusively for Vatra’s not-for-profit purposes.

All payments made by Vatra are made by check signed by the President and the Treasurer, or electronically to the Vatra account or by money order, with detailed documentation retained by the Treasurer. Every receipt for money received is recorded by the Secretary and the Treasurer.

No part of Vatra’s net earnings shall inure to the benefit of any member, official, or private individual, except that Vatra may pay reasonable compensation for services rendered and reimburse reasonable expenses. Officials serve without compensation unless the Assembly, when it adopts the budget, provides otherwise.

Vatra retains the unconditional right, exercised through the Board and the Council, to inspect, review, and audit the activities, reports, financials, documents, accounts, and communications of any branch, consistent with the Branch Agreement.

Vatra exclusively owns all right, title, and interest in its name, seal, trademarks (including the “VATRA” and “The Pan-Albanian Federation of America VATRA (The Hearth)” marks and the Vatra seal), trade names, copyrights, and other intellectual property (collectively, the “Intellectual Property”). A branch’s right to use the Intellectual Property is a limited, revocable, non-exclusive license granted under the Branch Agreement and exists only while the branch is in good standing.

Upon a branch’s removal, termination, or disqualification, all rights to use the Intellectual Property terminate immediately. The branch and its members must immediately cease all use of the Intellectual Property, must not use any confusingly similar marks, and must return all Vatra property in their possession, custody, or control, including access to any accounts. A branch or member may not challenge Vatra’s rights in the Intellectual Property or register or claim any confusingly similar mark.

The President and the Board produce and safeguard Vatra’s portfolio, which contains the original seal and the documentation since Vatra’s founding, at the Main Office.

Governing law. These By-Laws are governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-laws principles, and in conformity with applicable federal law.

Relationship to the Branch Agreement. These By-Laws are intended to supplement and to be read consistently with the Branch Agreement executed between Vatra and each branch. In the event of any direct conflict between a Branch Agreement and these By-Laws, these By-Laws prevail. The dispute-resolution, confidentiality, intellectual-property, audit, and termination provisions of the Branch Agreement remain in full force and are complementary to this instrument.

Severability. If any provision of these By-Laws is held illegal, invalid, or unenforceable, all other provisions remain effective, and the affected provision shall be construed and applied to the maximum extent permitted by law so as to give effect to the intent of the membership.

No presumption against drafter. These By-Laws shall be construed without regard to any presumption or rule requiring construction against the drafter.

Amendment. These By-Laws may be amended only by a two-thirds (2/3) vote of the participating Assembly delegates, upon a proposal sent to the Assembly by the Council in accordance with Articles 17 and 19. Amendments take effect upon adoption unless the Assembly specifies otherwise.

Continuity. These By-Laws are based on and adapt the By-Laws of 1926 and the By-Laws approved on February 26, 2022. Upon adoption, these By-Laws supersede all prior By-Laws and any inconsistent prior provision, including any provision permitting the automatic readmission of a penalized member or branch. The prior By-Laws may be appended for historical reference but have no operative effect to the extent they conflict with these By-Laws.

Deposit and publication. After approval by two-thirds (2/3) of the Assembly delegates, these By-Laws shall be translated into English, printed in Albanian and English, and a copy deposited with the authorities of the State of New York.