OLYMPIA WORLD AFFAIRS COUNCIL
Bylaws
Last amended October 1, 2020
Article One: Council Purposes
The Purposes of this Corporation shall be exclusively educational and charitable in the furtherance of local, state and national programs to benefit the people of the Olympia area in the understanding of international affairs and in fostering friendly relations with people of other nations. These purposes shall not be changed.
Article Two: Meetings of the Membership
Section 1. Annual Meeting. The annual meeting of the membership shall be held in Olympia at a regular program date in the spring of each year, as determined by the Board.
Section 2. Notice of Annual Meeting. The President and the Secretary shall give members fifteen days’ notice of the annual meeting by email or by regular postal service, stating the time, place and business to be transacted.
Section 3. Special Meetings. A special meeting of members may be called at any time by a vote of the majority of the Directors or upon petition to the Secretary by one-half of the members. When a special meeting is called the Secretary shall give the members five days’ notice of such meeting by email or by regular postal service, therein stating time, place and the business to be transacted at such meeting. At a special meeting of the members, only such business as stated in the call for such meeting shall be transacted.
Section 4. Quorum. At any annual or special meeting of the members, ten percent of the enrolled members, present in person, shall constitute a quorum.
Article Three: Board of Directors
Section 1. Numbers, Qualifications and Duties. The Board of Directors shall consist of neither fewer than five nor more than twenty members. The board members shall be elected from the membership of the corporation and must continue to remain in good standing during their term of office. The Board shall exercise the corporate powers, and it shall manage and control the affairs and business of the corporation. The powers of the Board include the inherent authority under the doctrine of force majeure to take actions during an emergency to perpetuate the existence and functioning of the Olympia World Affairs Council.
Section 2. Election. The initial directors shall be the nineteen listed at the incorporation. Thereafter election of directors shall take place either: (a) At the annual meeting of the membership; or (b) electronically by the board submitting a list of candidates for the new board to the membership and the membership having two weeks to approve or reject each candidate. Vacancies due to a director’s leaving the Board or due to unfilled positions if fewer than 20 members are on the board may be filled by appointment by a majority vote of the Board.
Section 3. Term of Office. The directors shall be elected to staggered two-year terms of office. The initial staggering of terms of office shall occur at the election of directors in 2021. The names of candidates for this election shall be listed alphabetically by their last names and a position number shall be assigned to each candidate in descending order starting with the candidate who is listed first. The numbering shall continue for any position that is not filled up to position 20. A two-year term of office shall be assigned to each odd-numbered position and a one-year term of office shall be assigned to each even-numbered position. Thereafter candidates shall be elected to two-year terms of office. Any person appointed to fill a vacancy or unfilled position shall serve for the remainder of the term of office associated with that position.
Section 4. Compensation. Directors shall receive no compensation, but the Board may allow reimbursement of expenses incurred for special activities on behalf of the corporation.
Section 5. Meetings. The Board shall establish its schedule of meetings. Special meetings may be called by the President or by a majority of Directors giving the full Board five days’ notice by email or regular postal service and stating the business to be transacted at the meeting. A special meeting shall deal only with the business it was called to transact. Board members may participate in Board meetings electronically, provided the technical capability to do so exists.
Section 6. Quorum. One-third of the Board of Directors shall constitute a quorum.
Article Four: Officers
Section 1. Election. Immediately upon its election the Board shall select from among its members the President, Vice President, Secretary and Treasurer who shall receive no compensation except as provided in Article Three, Section 4 and shall as a group constitute the Executive Committee.
Section 2. Duties.
a. The President shall preside at all meetings of the directors and members, and shall sign on behalf of the corporation all contracts and other instruments. The President may, with the concurrence of the Executive Committee, create any committees deemed necessary and in writing delegate to any other board member the signing authority of contracts and other instruments.
b. The Vice President shall, in the President’s absence, assume the duties of President and discharge such duties as may be assigned by the Board.
c. The Secretary shall keep records of all Board and Membership meetings; be custodian of the corporate seal; and keep a membership book with pertinent information about each member.
d. The Treasurer shall keep and be the custodian of all funds received by the Corporation, depositing such funds as designated by the Board; make disbursements by check or bank draft after payments have been authorized by the Board; keep records of all financial transactions by the Corporation; submit financial reports at the annual meeting and at all Board meetings; and file any report required under state or federal law, unless the President designates another Board member to file a report.
Article Five: Membership
Section 1. Membership by individuals. Membership of the Corporation shall be open to any person with a desire and willingness to foster the Corporation’s purposes as set forth in the Articles of Incorporation and Bylaws.
Section 2. Membership by Organizations.
a. Membership of the Corporation shall also be open to any organization of the community, including private or public enterprises, provided their purposes of membership shall be solely to support the purposes of the Corporation as set forth in the Articles of Incorporation and the Bylaws, and provided such member organizations shall support the Constitution of the United States and Constitution of the State of Washington.
b. A member organization may designate an official representative to attend meetings and functions of the Corporation, and such representative shall be registered by the Secretary of the Corporation.
Section 3. Membership Dues. Any person or organization meeting the requirements of Article Five, Sections 1 and 2.a., may be admitted to membership by submitting an application and paying membership dues as established by the Board.
Article Six: Amendments
These Bylaws may be amended by either: (a) a vote of at least two-thirds of the members of the full board or (b) the written assent of a majority of the membership.
Bylaws
Last amended October 1, 2020
Article One: Council Purposes
The Purposes of this Corporation shall be exclusively educational and charitable in the furtherance of local, state and national programs to benefit the people of the Olympia area in the understanding of international affairs and in fostering friendly relations with people of other nations. These purposes shall not be changed.
Article Two: Meetings of the Membership
Section 1. Annual Meeting. The annual meeting of the membership shall be held in Olympia at a regular program date in the spring of each year, as determined by the Board.
Section 2. Notice of Annual Meeting. The President and the Secretary shall give members fifteen days’ notice of the annual meeting by email or by regular postal service, stating the time, place and business to be transacted.
Section 3. Special Meetings. A special meeting of members may be called at any time by a vote of the majority of the Directors or upon petition to the Secretary by one-half of the members. When a special meeting is called the Secretary shall give the members five days’ notice of such meeting by email or by regular postal service, therein stating time, place and the business to be transacted at such meeting. At a special meeting of the members, only such business as stated in the call for such meeting shall be transacted.
Section 4. Quorum. At any annual or special meeting of the members, ten percent of the enrolled members, present in person, shall constitute a quorum.
Article Three: Board of Directors
Section 1. Numbers, Qualifications and Duties. The Board of Directors shall consist of neither fewer than five nor more than twenty members. The board members shall be elected from the membership of the corporation and must continue to remain in good standing during their term of office. The Board shall exercise the corporate powers, and it shall manage and control the affairs and business of the corporation. The powers of the Board include the inherent authority under the doctrine of force majeure to take actions during an emergency to perpetuate the existence and functioning of the Olympia World Affairs Council.
Section 2. Election. The initial directors shall be the nineteen listed at the incorporation. Thereafter election of directors shall take place either: (a) At the annual meeting of the membership; or (b) electronically by the board submitting a list of candidates for the new board to the membership and the membership having two weeks to approve or reject each candidate. Vacancies due to a director’s leaving the Board or due to unfilled positions if fewer than 20 members are on the board may be filled by appointment by a majority vote of the Board.
Section 3. Term of Office. The directors shall be elected to staggered two-year terms of office. The initial staggering of terms of office shall occur at the election of directors in 2021. The names of candidates for this election shall be listed alphabetically by their last names and a position number shall be assigned to each candidate in descending order starting with the candidate who is listed first. The numbering shall continue for any position that is not filled up to position 20. A two-year term of office shall be assigned to each odd-numbered position and a one-year term of office shall be assigned to each even-numbered position. Thereafter candidates shall be elected to two-year terms of office. Any person appointed to fill a vacancy or unfilled position shall serve for the remainder of the term of office associated with that position.
Section 4. Compensation. Directors shall receive no compensation, but the Board may allow reimbursement of expenses incurred for special activities on behalf of the corporation.
Section 5. Meetings. The Board shall establish its schedule of meetings. Special meetings may be called by the President or by a majority of Directors giving the full Board five days’ notice by email or regular postal service and stating the business to be transacted at the meeting. A special meeting shall deal only with the business it was called to transact. Board members may participate in Board meetings electronically, provided the technical capability to do so exists.
Section 6. Quorum. One-third of the Board of Directors shall constitute a quorum.
Article Four: Officers
Section 1. Election. Immediately upon its election the Board shall select from among its members the President, Vice President, Secretary and Treasurer who shall receive no compensation except as provided in Article Three, Section 4 and shall as a group constitute the Executive Committee.
Section 2. Duties.
a. The President shall preside at all meetings of the directors and members, and shall sign on behalf of the corporation all contracts and other instruments. The President may, with the concurrence of the Executive Committee, create any committees deemed necessary and in writing delegate to any other board member the signing authority of contracts and other instruments.
b. The Vice President shall, in the President’s absence, assume the duties of President and discharge such duties as may be assigned by the Board.
c. The Secretary shall keep records of all Board and Membership meetings; be custodian of the corporate seal; and keep a membership book with pertinent information about each member.
d. The Treasurer shall keep and be the custodian of all funds received by the Corporation, depositing such funds as designated by the Board; make disbursements by check or bank draft after payments have been authorized by the Board; keep records of all financial transactions by the Corporation; submit financial reports at the annual meeting and at all Board meetings; and file any report required under state or federal law, unless the President designates another Board member to file a report.
Article Five: Membership
Section 1. Membership by individuals. Membership of the Corporation shall be open to any person with a desire and willingness to foster the Corporation’s purposes as set forth in the Articles of Incorporation and Bylaws.
Section 2. Membership by Organizations.
a. Membership of the Corporation shall also be open to any organization of the community, including private or public enterprises, provided their purposes of membership shall be solely to support the purposes of the Corporation as set forth in the Articles of Incorporation and the Bylaws, and provided such member organizations shall support the Constitution of the United States and Constitution of the State of Washington.
b. A member organization may designate an official representative to attend meetings and functions of the Corporation, and such representative shall be registered by the Secretary of the Corporation.
Section 3. Membership Dues. Any person or organization meeting the requirements of Article Five, Sections 1 and 2.a., may be admitted to membership by submitting an application and paying membership dues as established by the Board.
Article Six: Amendments
These Bylaws may be amended by either: (a) a vote of at least two-thirds of the members of the full board or (b) the written assent of a majority of the membership.