BYLAWS
As provided by Article V of the Articles of Incorporation the board of directors hereby adopts the following Bylaws.
I FUNCTIONS AND ACTIVITIES
Section 1
The references to provisions of the Internal Revenue Code in Sections 1 and 2 of Article III of the Articles of Incorporation are intended to generally describe, but not limit, the activities of the association. However, during such times, if any, that the association is operating as a tax-exempt organization the pertinent statutes and regulations of the Internal Revenue Service shall apply.
Section 2
The board may by resolution authorize any activity not prohibited by the Articles without prior notice to the membership, but any activity may be protested by any member. Such protest is to be heard by the board at a general or special meeting.
The references to provisions of the Internal Revenue Code in Sections 1 and 2 of Article III of the Articles of Incorporation are intended to generally describe, but not limit, the activities of the association. However, during such times, if any, that the association is operating as a tax-exempt organization the pertinent statutes and regulations of the Internal Revenue Service shall apply.
Section 2
The board may by resolution authorize any activity not prohibited by the Articles without prior notice to the membership, but any activity may be protested by any member. Such protest is to be heard by the board at a general or special meeting.
II MEMBERSHIP
Section 1
The board, in furtherance of Article VII of the Articles, may establish criteria for membership in the association and may establish schedules of dues for members and associate members.
Section 2
A quorum for a general membership meeting is a simple majority of those present in person or by proxy.Unless provided otherwise in the Rules of Procedure, a motion carries by the affirmative vote of a simple majority of those present.
Section 3
Unless inconsistent with rules of procedure adopted by the board, Robert's Rules of Procedure, current edition, will govern the conduct of meetings.
The board, in furtherance of Article VII of the Articles, may establish criteria for membership in the association and may establish schedules of dues for members and associate members.
Section 2
A quorum for a general membership meeting is a simple majority of those present in person or by proxy.Unless provided otherwise in the Rules of Procedure, a motion carries by the affirmative vote of a simple majority of those present.
Section 3
Unless inconsistent with rules of procedure adopted by the board, Robert's Rules of Procedure, current edition, will govern the conduct of meetings.
III BOARD OF DIRECTORS
Section 1
As provided in Section 1 of Article VIII of the Articles there shall be at least five persons, who need not be members of the association, who constitute the board of directors. At the first annual meeting of the board following the initial adoption of these Bylaws the board shall determine the number of directors. For purposes of election, each board position will be consecutively numbered. Position 1 will have a term of one year; position 2 will have a term of two years; and so forth. If there be more than five positions, position 6 will have a term of one year; position 7 will have a term of two years; and so forth. At the second annual meeting after adoption of these Bylaws, and thereafter, members of the board will be elected to staggered terms of five years.
Section 2
A quorum for a board meeting is a majority; however, when a quorum is not present, a majority of those present may act to fix the time and place to adjourn the meeting. When deemed necessary, the board, or any member(s) thereof, may meet and transact business by telephone, video conference, or similar means.
Section 3
The annual meeting of the board shall be held at the conclusion of the annual membership meeting. At this meeting the board will select the officers to serve for the next year.
Section 4
The board shall hold regular meetings at the hour of 5 p.m. on the Second Friday of January, April, and July at Gonzaga University. No notice of a regular meeting, except the annual meeting, is required. At the request of three directors or the president, the secretary shall call a special meeting by delivering, in person or by mail, electronic mail, facsimile transmission, or personal telephone conversation, a notice of the meeting to each board member and officer. In addition to the time and place, the notice will contain the subject(s) to be considered. Exception cases of emergency, action taken at a special meeting will not be effective until confirmed by the board at a regular meeting. Emergency action taken at a special meeting may take effect immediately but the resolution will expire unless ratified by the board at its next regular meeting.
Section 5
The board acts by resolution.A resolution need not have any particular form so long as the essence of a motion and the affirmative vote thereon are reflected in the minutes of the meeting. The board will endeavor, however, to utilize a written document to embody its action on matters of particular importance, such as a major element of its operations, the employment or retention of staff or advisers, and a matter with significant financial implications.
Minutes of a meeting become the official record of action taken when signed by the recording secretary and presiding officer of the meeting.
Section 6
The board may establish standing or ad hoc committees to perform such acts, with such finality, as may be specified by the resolution. The membership and powers of an executive committee, if any, shall be specified by a formal resolution.
Section 7
The board may employ staff and may retain experts, such as auditors, financial advisers, insurance brokers and legal counsel, as it deems appropriate.
Section 8
The board may provide for errors and omissions, casualty, liability and other insurance, and fidelity and other bonds, as it deems appropriate.
As provided in Section 1 of Article VIII of the Articles there shall be at least five persons, who need not be members of the association, who constitute the board of directors. At the first annual meeting of the board following the initial adoption of these Bylaws the board shall determine the number of directors. For purposes of election, each board position will be consecutively numbered. Position 1 will have a term of one year; position 2 will have a term of two years; and so forth. If there be more than five positions, position 6 will have a term of one year; position 7 will have a term of two years; and so forth. At the second annual meeting after adoption of these Bylaws, and thereafter, members of the board will be elected to staggered terms of five years.
Section 2
A quorum for a board meeting is a majority; however, when a quorum is not present, a majority of those present may act to fix the time and place to adjourn the meeting. When deemed necessary, the board, or any member(s) thereof, may meet and transact business by telephone, video conference, or similar means.
Section 3
The annual meeting of the board shall be held at the conclusion of the annual membership meeting. At this meeting the board will select the officers to serve for the next year.
Section 4
The board shall hold regular meetings at the hour of 5 p.m. on the Second Friday of January, April, and July at Gonzaga University. No notice of a regular meeting, except the annual meeting, is required. At the request of three directors or the president, the secretary shall call a special meeting by delivering, in person or by mail, electronic mail, facsimile transmission, or personal telephone conversation, a notice of the meeting to each board member and officer. In addition to the time and place, the notice will contain the subject(s) to be considered. Exception cases of emergency, action taken at a special meeting will not be effective until confirmed by the board at a regular meeting. Emergency action taken at a special meeting may take effect immediately but the resolution will expire unless ratified by the board at its next regular meeting.
Section 5
The board acts by resolution.A resolution need not have any particular form so long as the essence of a motion and the affirmative vote thereon are reflected in the minutes of the meeting. The board will endeavor, however, to utilize a written document to embody its action on matters of particular importance, such as a major element of its operations, the employment or retention of staff or advisers, and a matter with significant financial implications.
Minutes of a meeting become the official record of action taken when signed by the recording secretary and presiding officer of the meeting.
Section 6
The board may establish standing or ad hoc committees to perform such acts, with such finality, as may be specified by the resolution. The membership and powers of an executive committee, if any, shall be specified by a formal resolution.
Section 7
The board may employ staff and may retain experts, such as auditors, financial advisers, insurance brokers and legal counsel, as it deems appropriate.
Section 8
The board may provide for errors and omissions, casualty, liability and other insurance, and fidelity and other bonds, as it deems appropriate.
IV MEETINGS
Section 1
In addition to the board meetings discussed elsewhere, there shall be an annual meeting of the general membership, along with board of directors at the hour of 1 p.m. on the 15th day of April at 4305 S. Greystone Lane, Spokane. At this meeting the board and members will receive reports from the officers of the association's activities for the previous year and take such action thereon as may be agreed upon.
Section 2
The actions taken at any meeting shall be chronicled, in such detail as required by the board, in minutes taken by the recording secretary. The minutes shall be written as soon as reasonably practical after the adjournment of the meeting, signed by the recording secretary and the presiding officer of the meeting, and submitted for approval by the board, or the general membership as appropriate, at the next meeting. Upon approval, each minute entry shall be recorded in a book maintained for that purpose and shall be kept available for inspection by any member.
In addition to the board meetings discussed elsewhere, there shall be an annual meeting of the general membership, along with board of directors at the hour of 1 p.m. on the 15th day of April at 4305 S. Greystone Lane, Spokane. At this meeting the board and members will receive reports from the officers of the association's activities for the previous year and take such action thereon as may be agreed upon.
Section 2
The actions taken at any meeting shall be chronicled, in such detail as required by the board, in minutes taken by the recording secretary. The minutes shall be written as soon as reasonably practical after the adjournment of the meeting, signed by the recording secretary and the presiding officer of the meeting, and submitted for approval by the board, or the general membership as appropriate, at the next meeting. Upon approval, each minute entry shall be recorded in a book maintained for that purpose and shall be kept available for inspection by any member.
V OFFICERS
Section 1
At the annual meeting of the board of directors the board shall, by nomination and election, by motion and majority approval, by consensus, or by other method, select officers, each for a term of one year; Provided, no person shall be required to hold office without his or her consent.
Section 2
The President shall be the chief executive officer and have responsibility to manage the affairs of the association which do not require action by the board. The President shall preside over all meetings of the board and the membership.
Section 3
The Vice President shall perform the duties of the President in case of absence or incapacity of the President, and such other duties as may be imposed by resolution of the board.
Section 4
The Secretary shall have custody and control of all official documents of the association, including specifically the minutes of all meetings and copies of all filings with governmental agencies. The Secretary shall be the custodian of the corporate seal and shall affix the same to instruments and other official documents as provided by law and the resolutions of the board. The Secretary shall be the point of contact with the association except for those notices that are required to be given to the registered agent required by RCW 24.03.050.The Secretary shall take, see to the approval of, and record the minutes of meetings.
Section 5
The Treasurer shall have the custody and control of all intangible assets of the association and shall be responsible for the receipt of all income and the payment of all authorized expenditures. All monies of the association shall be managed and accounted for by the Treasurer in accordance with generally accepted accounting principles. The Treasurer shall report the association's financial affairs to the board at the annual membership meeting and otherwise as requested.
Section 6
Any act required of an officer may be performed by another person authorized pro tempore for that purpose.
At the annual meeting of the board of directors the board shall, by nomination and election, by motion and majority approval, by consensus, or by other method, select officers, each for a term of one year; Provided, no person shall be required to hold office without his or her consent.
Section 2
The President shall be the chief executive officer and have responsibility to manage the affairs of the association which do not require action by the board. The President shall preside over all meetings of the board and the membership.
Section 3
The Vice President shall perform the duties of the President in case of absence or incapacity of the President, and such other duties as may be imposed by resolution of the board.
Section 4
The Secretary shall have custody and control of all official documents of the association, including specifically the minutes of all meetings and copies of all filings with governmental agencies. The Secretary shall be the custodian of the corporate seal and shall affix the same to instruments and other official documents as provided by law and the resolutions of the board. The Secretary shall be the point of contact with the association except for those notices that are required to be given to the registered agent required by RCW 24.03.050.The Secretary shall take, see to the approval of, and record the minutes of meetings.
Section 5
The Treasurer shall have the custody and control of all intangible assets of the association and shall be responsible for the receipt of all income and the payment of all authorized expenditures. All monies of the association shall be managed and accounted for by the Treasurer in accordance with generally accepted accounting principles. The Treasurer shall report the association's financial affairs to the board at the annual membership meeting and otherwise as requested.
Section 6
Any act required of an officer may be performed by another person authorized pro tempore for that purpose.
VI AMENDMENT
These Bylaws may be amended from time to time by formal resolution of the board; Provided, the general members must be given thirty days' notice of such proposed amendment(s).
ADOPTED by the Board of Directors of the Spokane Chinese Association, a Washington Non-profit Corporation, at a duly noticed special meeting at Spokane, Washington, this 14th day of October 2005.
ADOPTED by the Board of Directors of the Spokane Chinese Association, a Washington Non-profit Corporation, at a duly noticed special meeting at Spokane, Washington, this 14th day of October 2005.
