CONSTITUTION AND BY-LAWS
of the
PAN-ALBANIAN FEDERATION OF AMERICA
VATRA
(THE HEARTH)
Recognized by the Commonwealth of Massachusetts on June 13, 1912
Seat and Main Office: 2437 Southern Boulevard, Bronx, New York 10468
ADOPTED 2026 REVISIONS
Approved by the VATRA Assembly on June 27, 2026
Preamble
We, the Vatrans or members of Vatra, the Pan-Albanian Federation of America (“Vatra”), founded in the United States of America on April 28, 1912, and recognized by the Commonwealth of Massachusetts on June 13, 1912, and with a presence everywhere Albanians live, are both conscious and proud of our nation’s ancient roots. We present these By-Laws, amended and supplemented by the Vatra Assembly to adapt to new realities and times, drawing inspiration from the work of Vatra’s founders, Faik D. Konica and Theofan S. Noli, and their successors, toward the advancement of our country and nation; and by the aspiration of the Albanian people to safeguard the national identity, and toward national unity; with the future in sight; with faith in God and the universal human values.
The present By-Laws are based on the 1926 By-Laws and on the By-Laws approved by the Assembly on February 26, 2022, but have been adapted to present circumstances and to the requirements of the laws of the United States and the State of New York. We hold that justice, peace, harmony, and cooperation between nations are essential values of humanity. Religious tolerance and coexistence, the defense of human dignity and personhood, due process and fair dealing, and the development of the Albanian nation are the principles that guide Vatra’s activity. Vatra’s motto for the new century is: “Albanians together as a single Nation.”
Chapter 1. Name, Seat, and Legal Framework
Article 1. 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.
Article 2. 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.
Article 3. 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, including: (a) meetings with dignitaries, elected officials, governmental representatives, and community leaders; (b) official receptions, ceremonies, commemorative events, and functions conducted on behalf of Vatra; (c) meetings of the Executive Board and other official gatherings authorized by the President or the Board; and (d) activities that promote the mission, history, culture, and public image of Vatra. The Headquarters shall not be available for any branch, chapter, or affiliated organization to conduct its routine day-to-day business, regular meetings, or administrative functions unless specifically authorized by the Executive Board.
Control and custody of Headquarters keys. 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 credentials shall be issued to any other person without prior authorization of the Executive Board. The President and the Editor are jointly responsible for safeguarding access and ensuring the facility is used only for authorized purposes.
Authorization for use. Any use of the Headquarters requires prior approval from the President or other officer designated by the Board. The President may regulate scheduling, access, and use to ensure compliance with this Article and to protect the interests and reputation of Vatra.
Article 4. 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.
Article 5. 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.
Article 6. 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.
Chapter 2. Founding and Current Objectives
Article 7. 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.
Article 8. 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.
Article 9. 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.
Article 10. 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.
Article 11. 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.
Chapter 3. Spirit and Principles of the Federation
Article 12. 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.
Article 13. 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.
Article 14. 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.
Article 15. 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.
Chapter 4. Organizational Structure
Article 16. Vatra’s collegial bodies are: the Assembly; the Council; the Executive Board; the Executive Boards of Branches; and the Conferences of Branches.
Chapter 5. The Assembly
Article 17. 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.
Article 18. Beginning with the adoption of these By-Laws, the Assembly is held every four (4) 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.
Article 19. 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.
Article 20. 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.
Article 21. 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.
Article 22. 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.
Article 23. 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.
Article 24. 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.
Article 25. 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.
Article 26. 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.
Article 27. 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.
Article 28. 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.
Article 29. 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.
Chapter 6. The Council
Article 30. 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.
Article 31. 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.
Article 32. 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.
Article 33. 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 14 (Discipline, Due Process, and Disqualification).
Article 34. 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.
Article 35. 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.
Article 36. 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.
Chapter 7. The Executive Board
Article 37. 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 four (4)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 four-year mandate, depending on need and performance.
Article 38. 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.
Article 39. The Board, led by the President, organizes the branches and decides their inclusion in or removal from the List, subject to Chapter 14. 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.
Article 40. 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.
Article 41. The Board may send representatives to various national and international activities.
Article 42. The Board monitors Vatra accounts; through the President and Treasurer it reports the central revenues and expenses in the official bulletin every four months.
Article 43. 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.
Chapter 8. Branches
Article 44. 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.
Article 45. 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.
Article 46. The Branch Executive Board (“Branch Board”) has the following officials: a chairperson, the deputy-chairperson, the secretary, the treasurer, and three (3) members.
Article 47. Branch elections are held every four (4) 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.
Article 48. Branch Boards communicate with, and report periodically to, the Board and the Council regarding their activity, budget, and changes in their membership.
Article 49. 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.
Article 50. 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.
Article 51. 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).
Article 52. 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.
Article 53. 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.
Chapter 9. Officials
Article 54. 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.
President
Article 55. 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.
Article 56. 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.
Article 56A. Presidential Cabinet and Department Directors. Within thirty (30) days following election by the Assembly, the President shall, in consultation with the elected branches and Vatra membership, appoint the Executive Cabinet of eleven (11) members, including: (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. All Cabinet members and Department Directors serve at the pleasure of the President and may be removed or replaced at any time during the President’s term.
Article 57. 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.
Article 58. 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.
Article 59. 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.
Article 60. 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.
Article 61. 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.
Article 62. 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.
Vice-President/Director of Branches
Article 63. 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.
Secretary
Article 64. 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.
Article 65. 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.
Article 66. 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.
Treasurer / Director of Student Funds
Article 67. 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.
Article 68. 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.
Article 69. 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.
Chapter 10. Dielli Newspaper and Publications
Article 70. 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.
Article 71. 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.
Article 72. 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.
Article 73. 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.
Article 74. 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.
Article 75. 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.
Article 76. 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.
Article 77. 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.
Chapter 11. Vatra Foundation and Vatra Foundation Inc.
Article 78. The Vatra Foundation had been founded to assist outstanding students. It was managed by persons with experience in financial management. The Foundation management committee was composed of three (3) people, one of whom was appointed Chair with the Council’s approval. The committee served for a term of two (2) years.
Article 79. The Foundation management committee could include the Treasurer or another Vatra official as a member to ensure accountability to Vatra structures.
Article 80. Vatra Foundation Inc. was a financial structure created by the Board and approved by the Council, which facilitated voluntary donations to Vatra.
Article 81. All contributions were recorded in Vatra’s central register, and donors were provided receipts as required by law. Vatra Foundation Inc. was managed by a board of three (3) persons.
Article 82. Vatra Foundation and Vatra Foundation Inc. were two structures created by the Board and approved by the Council, accountable to Vatra’s governing structures.
Article 83. The Vatra Foundation and Vatra Foundation Inc. ceased operations and were dissolved effective February 26, 2022. All references in Articles 78 through 82 are retained solely for historical and archival purposes and shall not be construed as authorizing the existence or operation of either entity after February 26, 2022.
Chapter 12. VATRA Educational Fund
Article 84. The VATRA Educational Fund was established on September 25, 1961, through the Office of the Attorney General of the Commonwealth of Massachusetts, to support educational advancement and scholarship assistance for qualified students.
Article 85. The purpose of the Fund is to provide financial assistance to deserving students pursuing studies at the high school, college, university, graduate, professional, or other post-secondary levels. Eligible applicants may apply regardless of geographic location.
Article 86. The 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 future generations of students.
Article 87. The VATRA Secretary serves as administrator of the Fund unless the President appoints another qualified person. The President, with Board approval, may appoint a qualified non-Board individual to administer the Fund.
Article 88. The Fund shall be governed by a committee of not fewer than three (3) persons of integrity and financial responsibility, to promote transparency, accountability, and the avoidance of conflicts of interest.
Article 89. The Committee reviews scholarship applications, establishes eligibility criteria consistent with these By-Laws, and recommends recipients for approval. All decisions are documented in Vatra’s official records.
Article 90. Fund assets may be invested through financial institutions approved by the Executive Board, including Bank of America or its successor institutions. The Committee acts prudently and in accordance with applicable law.
Article 91. At the end of each fiscal year, proceeds designated for scholarships are transferred to Vatra for distribution to approved recipients in accordance with the Fund’s objectives.
Article 92. Scholarship awards are distributed only to applicants selected through the Fund’s review process and approved by the Executive Board.
Article 93. Before receiving payment, each recipient executes an affidavit or acknowledgment confirming receipt and agreeing the funds will be used for educational purposes; such affidavits are maintained in Vatra’s records.
Article 94. The Committee provides an annual report to the Executive Board and Council on the Fund’s assets, investments, earnings, distributions, and activities.
Chapter 13. Recognition and Awards of Merit
Article 95. 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.
Article 96. Recognition and awards of merit may also be given to non-members who have contributed to the national cause and to their community.
Article 97. 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.
Chapter 14. Discipline, Due Process, and Disqualification
Purpose and legal basis. This Chapter governs the discipline, suspension, removal, and disqualification of members and branches. It is adopted under Vatra’s Certificate of Incorporation and the New York Not-for-Profit Corporation Law, including its provisions authorizing a not-for-profit to establish the qualifications, suspension, and termination of membership in its by-laws, provided any such action is taken in good faith and by a fair procedure.
A. Grounds for Discipline
Article 98. A member or branch may be subject to discipline, up to removal and disqualification, for: (a) material violation of these By-Laws, the Branch Agreement, or any lawful rule or decision of the Assembly, Council, or Board; (b) fraud or any dishonest, fraudulent, or deceitful act or misrepresentation against or affecting Vatra, including conduct materially harming Vatra’s reputation, property, funds, or lawful interests; (c) making scandalous, defamatory, or knowingly false statements about Vatra, its leadership, or its structures, or persistently acting to drive members away; (d) unauthorized use of or infringement upon Vatra’s name, seal, marks, or other intellectual property, or holding oneself out as authorized to 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 other conduct adverse to the best interests of Vatra; (f) nonpayment of dues after notice and a reasonable opportunity to cure; or (g) any other conduct that constitutes good cause for discipline.
B. Disciplinary Measures
Article 99. Disciplinary measures, in increasing severity, are: (i) written warning; (ii) suspension of specified rights or privileges for a stated period; (iii) removal from membership or removal of a branch from the List; and (iv) disqualification under Section E. The measure must be proportionate to the Grounds established.
C. Due Process Procedure
Article 100. Initiation and notice. A matter may be initiated by the Board, by a branch as to its own member, or by written complaint to the Council. The Respondent shall receive written notice stating: (i) the specific Grounds and conduct relied upon; (ii) the measures that may be imposed, including disqualification; (iii) the date, time, and place (which may be virtual) of the hearing, set not fewer than thirty (30) days after notice; 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.
Article 101. Hearing rights. At the hearing the Respondent has the right to: (a) appear in person or, for a branch, through officers or a representative; (b) be accompanied by an advisor or counsel at the Respondent’s own expense; (c) receive in advance copies of the principal documents relied upon; (d) present a written and oral response, offer documents and witnesses, and respond to the evidence; and (e) an impartial decision-maker, with recusal of any Council member having a material personal conflict.
Article 102. Opportunity to cure. Where Grounds are reasonably curable — such as nonpayment of dues, a reporting failure, or a branch’s failure to meet Article 44 — the Board shall, before proposing removal, give a written cure period of not fewer than thirty (30) days, except where the conduct involves dishonesty, misappropriation, IP infringement, or an imminent threat under Article 104.
Article 103. Decision. The Council decides on the merits after the hearing. A decision to warn, suspend, or bar a member or branch for life requires fifty percent plus one (50% + 1) of the Council membership. A decision to remove or to disqualify requires fifty percent plus one (50% + 1) of the Council membership. The decision is in writing, states the Grounds found and the measure imposed, and is delivered to the Respondent and recorded by the Secretary.
Article 104. 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 pending the hearing, provided the hearing is held promptly and Article 101 rights are preserved.
D. Appeal and Finality
Article 105. 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 that a member or branch barred for life under Article 106 has no right of appeal. The Council’s decision carries full force unless reversed by the Assembly, whose decision is final. If no timely appeal is filed, or the Assembly affirms, the decision is a final adjudication on the merits, and exhaustion of these procedures is a condition precedent to any external proceeding, consistent with the Branch Agreement.
E. Disqualification and Bar Against Readmission
Article 106. Disqualification. When the Council, by fifty percent plus one (50% + 1) and following Section C, finds that a member or branch was removed for Grounds involving fraud (Art. 98(b)), scandalous/defamatory/knowingly false statements (Art. 98(c)), or conduct adverse to Vatra’s best interests (Art. 98(e)), the member or branch shall be permanently barred for life from Vatra, with no right of appeal. For other Grounds involving dishonesty, misappropriation, IP infringement, or repeated or willful material violations, the Council may declare the member or branch (a) permanently disqualified and barred for life from membership, office, delegate status, and branch affiliation; or (b) disqualified for a fixed period of years specified in the decision.
Article 107. 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. The register is maintained at the Main Office and is the controlling record for determining eligibility for admission or readmission.
Article 108. 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 disqualified persons, may not: (i) be admitted or readmitted; (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 restore a disqualified person or branch, and refer disputed cases to the Council. A person or branch barred for life under Article 106 is permanently disqualified, the bar does not expire, and is ineligible for reinstatement, readmission, or relief by any Vatra body.
Article 109. Limited reinstatement for fixed-period disqualifications only. A person or branch subject to a fixed-period (not permanent) disqualification may apply for reinstatement after the period elapses. Reinstatement is not automatic and requires: (i) a written application demonstrating that the Grounds have been fully remedied, including restitution and cessation of any infringing use; and (ii) approval by a two-thirds (2/3) Council vote. A permanent disqualification under Article 106(a), and any life bar under Article 106, is absolute, not subject to reinstatement, waiver, or relief, and does not expire. This Article supersedes and replaces any prior provision permitting automatic readmission of a penalized member after a stated period.
Article 110. Good faith and non-discrimination. All actions under this Chapter shall be taken in good faith, for legitimate organizational reasons related to the Grounds, and without unlawful discrimination. Nothing here authorizes any action prohibited by federal or New York law.
Chapter 15. Admission, Membership, Dues, and Subscription
Article 111. 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.
Article 112. 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.
Article 113. 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, likewise including a complimentary subscription. Students pay one-half of the regular dues. The dues amounts 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.
Article 114. 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.
Article 115. 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).
Article 116. 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.
Article 117. 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
Article 118. 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.
Article 119. 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.
Chapter 16. Funding and Financial Administration
Article 120. 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.
Article 121. 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.
Article 122. 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.
Article 123. 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.
Chapter 17. Name, Seal, and Intellectual Property
Article 124. 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 (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.
Article 125. 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, must not use any confusingly similar marks, and must return all Vatra property in their possession, including account access. A branch or member may not challenge Vatra’s rights or register or claim any confusingly similar mark.
Article 126. 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.
Chapter 18. General Provisions
Article 127. 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.
Article 128. Relationship to the Branch Agreement. These By-Laws supplement and are read consistently with the Branch Agreement executed between Vatra and each branch. In the event of any direct conflict, 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.
Article 129. Severability. If any provision is held illegal, invalid, or unenforceable, all other provisions remain effective, and the affected provision is construed to the maximum extent permitted by law to give effect to the intent of the membership.
Article 130. No presumption against drafter. These By-Laws shall be construed without regard to any presumption or rule requiring construction against the drafter.
Article 131. 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.
Article 132. 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.
Article 133. 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.
Adoption
This Constitution and By-Laws was proposed for adoption by the Vatra Assembly and, upon approval by two-thirds (2/3) of the Assembly delegates present, takes effect according to its terms.
Approved by the Vatra Assembly on June, 27, 2026, in New York.
