SEE Bylaws Proposed Revisions
Posted on February 25th, 2010 by jguerricabeitia
Proposed changes to Seattle Euskal Etxea Bylaws
In a recent review of the bylaws for Seattle Euskal Etxea the Board has found that the club has been out of compliance with several provisions for some time. The SEE board has compiled a list of changes we are presenting for vote at the Spring Dinner on March 27, 2010. Below you will find the current wording of our bylaws with the proposed changes.
Current bylaw states: Proposed change (if any):
| SEATTLE EUSKAL ETXEA Founded the 19th day of April, 1997 at a lunch meeting at the house of Debbie Coscorosa. PURPOSE This corporation is a non-profit organization and is formed to keep and practice the culture and traditions of the Basque people; to engage in educational, social, and recreational activities to bring together those interested in the Basque people; to support the members in any reasonable manner; and to promote the Basque culture in the greater community. In order to accomplish these goals there shall be a set of rules and by-laws that will be followed as set forth in the following articles. | No changes for this section |
| ARTICLE I Membership Sec. 1 – Membership will be open to any person having an expressed interest in the Basque culture, including those with or without Basque heritage. Sec. 2 – There shall be two (4) classes of membership in the organization and an annual membership fee for each classification. A. Individual membership, Twenty Dollars ($20). B. Family membership, Thirty-five Dollars ($35). C. Patron of the club, One-Hundred Dollars ($100). D. Honorary membership for those over Seventy (70) years of age, free ($0). Membership fees will be due and payable by the first day of May each year except for the first years memberships which will be due and payable at the time of joining. After the first year new membership only fees shall be pro-rated as follows: January – June 100%, June – December 50%. Fifty cents ($.50) of each membership fee will be paid to the North American Basque Organization (N.A.B.O) for membership dues. Payment of membership fees will give the members and dependent children all the rights and privileges of the organization. Sec. 3 – There shall be at least two (2) general meetings of the members each year. A. One, held the first Saturday of March, for the purpose of electing the open slate in the governing body and receiving the annual report of the Secretary/ Treasure. Only members in good standing will have the right to cast a vote. An audit of records must be completed by the Board by the 15th day of January each year. A review of by-laws will be made and proposed amendments will be submitted and numbered for membership considerations at the same time. B. The second general meeting will be held the second Sunday of August for the purpose of bringing the members of the club together. This will be the Annual Picnic and will also have the purpose of involving the larger community with the club. Sec. 4 – All meetings of the members shall be called by not less than two (2) weeks prior written or printed notice, mailed to the members at their last known addresses shown on the Corporations rolls. Sec. 5 – At least fifty percent (50%) plus one (1) of the membership shall be present for a quorum. Sec. 6 – Membership in the Corporation shall not entitle the members to any interest whatsoever in the assets of the Corporation. In the event of dissolution of the Corporation, only members in good standing will have a say in dissolution proceedings. This may be by written vote or attendance at a special meeting. In order to dissolve the Corporation there must be a 50% plus 1 vote to proceed, at which time all proceeds would be directed as to allocation of funds. Sec. 7 – If any member is charged with conduct deemed prejudicial to the welfare of the organization, the Board of Directors, upon ten (10) days notice to such member of the nature of the charges and after said member has an opportunity to appear before the Board and explain or refute the same, may, by a majority vote, expel said member from the organization; provided, however; that the action of the Board in expelling a member will be reviewed at the next general meeting of the membership for final disposition. Voting at such meeting on the expulsion of a member shall be by ballot and will require the vote of two-thirds (2/3) of those present to reverse the action of the Board of Directors. | Sec. 2
1) Remove “Patron” member class 2) Remove due levels/set by Board 3) Define membership classes 4) Changed membership to Jan-Dec 5) Eliminate dues pro-rating 6) Minimum voting age set to 18 7) NABO due now reads portion of overall dues
Sec. 3 1) Removed specific language dictating the dates of events 2) Financial audit due date has been removed; requirement remains. 3) Communication methods revised to read “email, website posting or mail,” from “written or printed notice”
Sec. 5 1) Quorum changed from 50% +1 to 25% +1 REVISION ARTICLE I Membership Sec. 1 – Membership will be open to any person having an expressed interest in the Basque culture, including those with or without Basque heritage. Sec. 2 – There shall be three (3) classes of membership in the organization defined as: A. Individual membership-single individual. B. Family membership-Single family of five (5) (up to two (2) adults and three (3) children) residing at the same addressor less., C. Honorary membership for those over Seventy (70) years of age, free ($0). Membership is valid from January through December of that year. A portion of each membership fee (subject to the bylaws of N.A.B.O.) will be paid to the North American Basque Organization (N.A.B.O) for membership dues. Payment of membership fees will give members all the rights and privileges of the organization. Members must be age 18 or over to be eligible to vote in corporate elections or corporate business. Sec. 3 – There shall be at least two (2) general meetings of the members each year. A. One, for the purpose of electing the open slate in the governing body and receiving the annual report of the Treasurer. Only members in good standing will have the right to cast a vote. B. general meeting for the purpose of bringing the members of the club together. This will be the Annual Picnic and will also have the purpose of involving the larger community with the club. Sec. 4 – All general meetings of the members shall be announced by the Board not less than two (2) weeks prior notice to the members. Announcement may take the form of email, website posting or mail. Sec. 5 – At least twenty five percent ( 25%) plus one (1) of the membership shall be present for a quorum. Sec. 6 – Membership in the Corporation shall not entitle the members to any interest whatsoever in the assets of the Corporation. In the event of dissolution of the Corporation, only members in good standing will have a say in dissolution proceedings. This may be by written vote or attendance at a special meeting. In order to dissolve the Corporation there must be a 50% plus 1 vote to proceed, at which time all proceeds would be directed as to allocation of funds. Sec. 7 – If any member is charged with conduct deemed prejudicial to the welfare of the organization, the Board of Directors, upon ten (10) days notice to such member of the nature of the charges and after said member has an opportunity to appear before the Board and explain or refute the same, may, by a majority vote, expel said member from the organization; provided, however; that the action of the Board in expelling a member will be reviewed at the next general meeting of the membership for final disposition. Voting at such meeting on the expulsion of a member shall be by ballot and will require the vote of two-thirds (2/3) of those present to reverse the action of the Board of Directors. |
| ARTICLE II Form of Board Sec. 1 – The Board of Directors, also known as the Board, shall govern the business and activities of the organization. The Board shall consist of a President, Vice-President, Secretary/ Treasurer and four (4) Directors. For the first year, to ease the amount of initial work on the Board, there will be eight (8) Directors. Sec. 2 – Each Director will serve for one (1) year. The President, Vice-President, and Secretary/Treasurer will serve for two (2) years. Terms will be measured from the general meeting at which the Officer was elected. The President and Vice-President will not be elected at the same meeting to ensure a smooth transition between elections. Sec. 3 – Any member of the organization is eligible to be elected to the Board. Sec. 4 – The election of Board members shall be held in conjunction with the meeting of the membership. Nominations for all positions will come from the floor. A simple majority will give the results. | Sec. 1
1) Split Secretary & Treasurer position. 2) Removed 1st year language Sec. 2 1) Language updated to reflect Secretary/Treasurer as 2 positions. Sec. 3 1) Specified voting age to be 18 years. Sec 4. 1) Election nomintaions can be self-nominate, from the floor or in writing prior to the meeting. PROPOSED REVISION ARTICLE II Form of Board Sec. 1 – The Board of Directors, also known as the Board, shall govern the business and activities of the organization. The Board shall consist of a President, Vice-President, Secretary, Treasurer and up to four (4) Directors. An updated list of current board members shall appear on the corporation’s website (if active) and be published in the corporation’s newsletter. Sec. 2 – Each Director will serve for one (1) year. The President, Vice-President, Secretary and Treasurer will serve for two (2) years. Terms will be measured from the general meeting at which the Officer was elected. Sec. 3 – Any member of the organization over the age of 18 is eligible to be elected to the Board. Sec. 4 – The election of Board members shall be held in conjunction with the meeting of the membership. Nominations for all positions will come from the floor or be requested in writing prior to the meeting. Members can nominate themselves. A simple majority of the quorum will give the results |
| ARTICLE III Power of Board, Relation to Members Sec. 1 – Vacancies occurring on the Board will be filled from the membership by a vote of the remaining Board members. Vacancy terms will last until the next general election. Sec. 2 – The Board will have the power to expel a member subject to Article I, Sec. 7. Sec. 3 – The Board will have the power to enact any rules or by-laws deemed necessary to better govern the organization. All new rules, by-laws or amendments will be subject to Article VIII. | Sec. 1
1) Board majority needed to fill vacancies.
PROPOSED REVISION ARTICLE III Power of Board, Relation to Members Sec. 1 – Vacancies occurring on the Board will be filled from the membership by a majority vote of the remaining Board members. Vacancy terms will last until the next general election. Sec. 2 – The Board will have the power to expel a member subject to Article I, Sec. 7. Sec. 3 – The Board will have the power to enact any rules or by-laws deemed necessary to better govern the organization. All new rules, by-laws or amendments will be subject to Article VIII. |
| ARTICLE IV Responsibilities of Board Sec. 1 – Regular meetings of the Board will be held the first Thursday of February, May, August and November except when such date is not convenient to the majority of the Board in which case the meeting shall be moved to a date as close to the original date and such changes will be entered into the minutes of the prior meeting stating the reason for the change. Sec. 2 – Any member of the organization will be welcomed to the Board meeting as a visitor. Sec. 3 – Four (4) members of the Board will constitute a quorum. Sec. 4 – At the annual meeting of the membership, the Board will give a full report to including a financial report and a report on all activities of the year. Sec. 5 – Every activity, involvement on projects and expenditures will be approved by the Board. Sec. 6 – The Directors, Vice-President and Secretary/ Treasurer shall each have one (1) vote. The President shall vote only to break a tie. | Sec. 1
1) Removed language specifying the dates of Board meetings; to be held quarterly. Sec. 4 1) Financial and activity reporting be done at the first meeting Sec. 6 President can now vote and will be a tie breaker
Sec 7. Added section regarding N.A.B.O. delegate selection Sec. 8 Added section which covers reporting from Board members or committee heads on assigned responsibilities. PROPOSED REVISION ARTICLE IV Responsibilities of Board Sec. 1 – Regular meetings of the Board will be held quarterly as deemed necessary by the Board. Sec. 2 – Any member of the organization will be welcomed to the Board meeting as a visitor. Sec. 3 – Four (4) members of the Board will constitute a quorum. Sec. 4 – At the first general meeting of the membership, the Board will give a full report including a financial report and a report on all activities of the year. Sec. 5 – Every activity, involvement on projects and expenditures will be approved by the Board. Sec. 6 – The selection of delegates (and their number) to represent the organization at N.A.B.O. meetings will be determined by the board. Sec. 7 – Each board member shall each have one (1) vote. In the event of a tie, the President shall be the tie breaking vote. Sec. 8 – At each meeting of the board, the Board will receive a report from each office (or designate) and each Committee leader (or designate) on their assigned responsibilities. |
| ARTICLE V Duties of Officers The President Shall preside at all meetings of the Board and of the members whether general or special. Shall sign all contracts, deeds and other instruments ordered to be executed by the Board. Shall represent the organization on all public relations as deemed necessary by the Board. The Vice-President Shall be in charge of the Club Newsletter and will also assume all duties of the President when the President is unable to carry them out. The Secretary/ Treasurer Shall record all proceedings of the Board meetings and membership meetings. Shall keep the book of accounts showing all receipts and disbursements and will deposit all funds in a bank account assigned and approved by the Board. The accounting will be available to the Board upon request. Shall be responsible for all correspondence deemed necessary and approved by the Board. Will maintain membership roster with current addresses and status. The Directors shall be in charge of all activities. Shall be responsible for all news releases, official announcements and advertising. Shall be responsible for all procurements, equipment, donations and purchases approved by the Board. Shall be responsible for selecting committees and presiding over such committees as needed to accomplish the above. | 1) The VP duties include assisting the President as necessary.
2) Assigned to most able and qualified 3) The Secretary/Treasurer has been split 4) Secretary is responsible for correspondence and recording all Board and membership meetings. 5) Treasurer is responsible for bank deposits and financial record keeping and maintaining the membership roster. 6) Directors shall be responsible for all other activities unless the responsibility is assumed by another board member. 7) Language concerning the formation of committees as necessary was added. PROPOSED REVISION ARTICLE V Duties of Officers The President shall preside at all meetings of the Board and of the members whether general or special. Shall sign all contracts, deeds and other instruments ordered to be executed by the Board. Shall represent the organization on all public relations as deemed necessary by the Board. The Vice-President shall assume all duties of the President when the President is unable to carry them out. Shall otherwise assist the President as necessary in any non-executive responsibilities of the organization, including, but not limited to, planning activities, tracking membership, organizing communications, or other duties as approved by the Board. The Secretary shall record all proceedings of the Board meetings and membership meetings. Shall be responsible for all correspondence deemed necessary and approved by the Board. The Treasurer shall keep the book of accounts showing all receipts and disbursements and will deposit all funds in a bank account assigned and approved by the Board. The accounting will be available to the Board upon request. Will maintain membership roster with current addresses and status. The Directors shall be in charge of all activities. Shall be responsible for all news releases, official announcements and advertising. Shall be responsible for all procurements, equipment, donations and purchases approved by the Board unless the responsibility is assumed by another board member. Shall be responsible for selecting committees and presiding over such committees as needed to accomplish the above. Committees shall be created by the Board, as it deems appropriate to oversee specific projects or activities of the club, including, but not limited to organization of the general meetings, events, or other activities. |
| ARTICLE VI Removal of Officers Sec. 1 – The membership may remove any officer by two- thirds (2/3) majority vote at a meeting called for that purpose. Full disclosure of this action will be reported to the membership ten (10) days prior to the meeting by letter, initialed thru the Secretary or designated person in the event the Secretary is in question. | Sec. 2
1) Added section to provide a provision for the Board to remove an officer by the unanimous consent of all other officers. PROPOSED REVISED BYLAW ARTICLE VI Removal of Officers Sec. 1 – A quorum of the membership may remove any officer by two- thirds (2/3) majority vote at a meeting called for that purpose. Full disclosure of this action will be reported to the membership ten (10) days prior to the meeting by letter, initialed thru the Secretary or designated person in the event the Secretary is in question. Sec. 2 – The Board may remove an officer by unanimous consent of all other officers of the Board. Full disclosure of this action will be reported to the membership ten (10) days following the Board’s decision, by letter, initiated thru the Secretary or designated person in the event the Secretary is in question. This action may be overruled by two-thirds (2/3) majority vote of a quorum of the membership if this vote occurs within one month of the Board’s vote to remove the officer. |
| ARTICLE VII Visitors Sec. 1 – Visitors and guests accompanied by members may be admitted to the activities except on those occasions as the Board may designate as members only. Members will be responsible for the actions and conduct of such guest. | No changes for this section |
| ARTICLE VIII Amendments These by-laws may be repealed or amended or new by-laws adopted at the annual meeting or at any meeting of the membership called for that purpose by a vote representing two- thirds (2/3) of the membership present. The foregoing by-laws were adopted at the meeting of members held April 19th, 1997, at the house of Debbie Coscorrosa, and ratified at the meeting of the Board on __. Signed: ______President Blas Pedro Uberuaga ______Vice-President Michelle Errecart ______Secretary/ Treasurer Kristi Hill ______Director Gonzalo Aranguren ______Director Jean Escoz ______Director Miren First ______Director Claudette Mendiola ______Director Virginia Goitia ______Director Nicholas Vroman ______Director Debbie Coscorrosa ______Director John Etulain | 1) Change date to reflect new ratification and attach names of Board members overseeing amendment ratification; Add qorum requirement.
ARTICLE VIII Amendments These by-laws may be repealed or amended or new by-laws adopted at the annual meeting or at any meeting of the membership called for that purpose by a quorum vote representing two- thirds (2/3) of the membership present. The foregoing by-laws were amended at the meeting of members held March 27th, at the house of Nora Leech. Signed and ratified at the meeting of the Board on __. |