March 6, 2022

Bylaws of Ukrainian Association of WA

I. NAME

Section 1.01. Name. This organization shall be known as the “Ukrainian Association of Washington State.” For the purposes of convenience, this organization shall also be known by the acronym “U.A.W.S.”

Section 1.02. Address. The initial mailing address of the corporation is ****. The mailing address of the organization may, from time to time, change, as may be designated by the Board of Directors.

II. PURPOSE; ARTICLES OF INCORPORATION

Section 2.01. The Association is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Section 2.02. The Association works to preserve Ukrainian heritage and tradition, to promote the history of the Ukrainian culture.

III. MEMBERSHIP

Section 3.01. Qualifications. Any adult individual over the age of eighteen years, who has completed a membership application, and who has paid the annual membership dues shall qualify as a member upon acceptance of his or her application by the Board of Directors. There will be three categories of membership:

  • Family – any husband and wife who pay his or her membership dues shall be classified an active member, entitled to two votes;
  • Single – any adult who pays his or her membership dues shall be classified an active member, entitle to one vote;
  • Student – any student may qualify as a member with reduced annual dues as determined by the Board of Directors. In order to classify as a student, person must be enroll in school full time with proof of current student identification.

Section 3.02. Annual Membership Dues. The organization shall collect dues on an annual basis from all members. The dues must be paid for membership to be conferred upon any member. The dues are for a calendar year from January 1 to December 31, with the exception that any member who joins from September 1 through December 31 will be granted membership for the following year from January 1 through December 31. The annual membership dues may be changed from time to time by a vote of the majority of the Board of Directors.

Section 3.03. Rights of Membership. All active members have the right to:

  • Take part in the General Annual Meeting with the right to vote;
  • Be elected to the Board of Directors or a position as Officer;
  • Receive a notice of events organized by the association and informationabout activities;
  • Receive discount on entrance fees of all events organized by the association.

Section 3.04. Termination of Membership. Dismissal of a member from membership may occur only upon a vote of at least three-quarters of the members of the Board of Directors, upon the motion of at least two active members of the organization, and maybe for only the following reasons:

  • Harms or disgraces the organization;
  • Does not abide by the By-laws;
  • Does not pay dues for a year;
  • Engages in unsportsmanlike behavior during any of the organization’s nautical activities.

A motion for dismissal merits the most serious level of consideration and must be acted upon with the utmost tact and discretion. Therefore, a motion for dismissal should be considered by the Board of Directors only after the member has been warned of his or her infraction and has been given an opportunity to rectify the situation.

IV. OFFICERS

Section 4.01. Offices. The officers of the organization shall be composed of the President, Vice President, Secretary, and Treasurer.

Section 4.02. Term. The term of office of any officer shall be for two (2) years, with a maximum of four (4) consecutive terms. The above officers shall be elected by the majority vote of the membership at the Annual General Meeting.

V. BOARD OF DIRECTORS

Section 5.01. Composition. Because it has been the decision of the membership that the Board shall be comprised of those individuals who most actively participate in the affairs of the organization, the Board of Directors shall be composed of nine (9) members, who shall be the same individuals as the Officers of the organization plus five (5) additional Directors elected by the members.

Section 5.02. Term of Office. The term of office of any Director shall be for two (2) years, with a maximum of four (4) terms.

Section 5.03. Authority. The Board shall manage and direct the policy, property, business, and other affairs of the organization. The Board may, from time to time, adopt rules and regulations not inconsistent with these By-laws for their own regulation and government and for the conduct of the affairs of the organization.

Section 5.04. Dismissal. Dismissal of a member from the Board may occur only upon a vote of at least three-quarters of the members of the Board of Directors, upon the motion of at least two active members of the organization, and maybe for only the following reasons:

  1. Harms or disgraces the organization;
  2. Does not abide by the By-laws;
  3. Does not pay dues for a year;
  4. Does not attend the Board meetings;
  5. Engages in unsportsmanlike behavior during any of the organization’s nautical activities.

A motion for dismissal merits the most serious level of consideration and must be acted upon with the utmost tact and discretion. Therefore, a motion for dismissal should be considered by the Board of Directors only after the member has been warned of his or her infraction and has been given an opportunity to rectify the situation.

Section 5.05.

  1. Meetings. The Board of Directors shall hold meetings as often as deemednecessary, but not less than once a year. The meetings of the Directors may be held at such times and at such place or places, as a majority of Directors may from time to time appoint, or as may be designated in the notice calling for the meeting. The Secretary shall keep minutes of their meetings which shall be available for inspection by all members at the Annual General Meeting.
  2. Notice of Meetings. At least two (2) weeks prior notice of a Board meeting shall be provided by the Secretary to all members, unless the majority of Directors agree to telephonic notice in lieu of such written notice.
  3. Emergency Meetings or Meetings by Teleconference. In the event of an emergency or in the interests of expediting the affairs of the organization, the President shall be authorized to call an Emergency Meeting or Meeting by Teleconference, or poll a majority vote by telephone from the Board on the issue or subject of an Emergency Meeting or Meeting by Teleconference.
  4. Quorum. A majority of the Directors in office shall be necessary to constitute a quorum for the transaction of business and the acts of a majority of the Directors present at the meeting at which a quorum is present shall be the acts of the Board of Directors.
  5. Vacancies. Whenever, for any cause, a vacancy occurs in any office or on the Board, it shall be filled by election of the Board for the unexpired term.

VI. DUTIES OF OFFICERS

Section 6.01. The duties of the officers shall include the following:

The President. The President shall be the Chief Executive Officer of the organization and shall preside at all meetings of the members and directors. The President shall have general and active management of the organization and shall see to it that all orders and resolutions of the Board are carried into effect. The President shall have the authority to execute any and all contracts that may be authorized by the Board. The President shall have the power to appoint committees and members of the same, to inquire into any affair or matter affecting or concerning the organization.

Vice President. The Vice President shall carry out such functions as are delegated to him or her by the Board of Directors and shall succeed to the office of Presidency in the event of the death, resignation, incapacity, or absence of the President.

Secretary. The Secretary shall have custody of books, records, documents, the corporate seal of the organization, By-Laws, and archives of the organization, under the general authority and orders of the President and Board of Directors. The Secretary, when authorized by the Board, shall affix the corporate seal to any instrument requiring it. The Secretary shall keep a record of and transcribe minutes of the meetings of the Board of Directors and the General Annual Meeting.

The Secretary shall conduct the general correspondence of the organization, and shall give, or cause to be given, when required by these By-Laws, a notice of all meetings of the members and of the Board of Directors. The Secretary shall, from time to time and as may be necessary, assist the other officers in carrying out correspondence and other communications with the membership.

Treasurer. The Treasurer shall be the custodian of the funds of the organization. The Treasurer shall sign all checks duly authorized by the President and/or Vice President for disbursement of funds. The Treasurer shall keep an itemized record of all receipts and disbursements. The Treasurer shall periodically render to the Board, and to the membership at its General Annual Meeting, an account of all transactions of the Treasurer and of the financial condition of the organization.

VII. THE ANNUAL GENERAL MEETING

Section 7.01. Time and Place of Meeting. The Annual General Meeting shall be held during the month of September of each year at a time and place determined by the Board of Directors. The President, assisted by the Secretary, shall preside at the meeting.

Section 7.02. Notice. It is the responsibility of the President and the Board to call for a General Annual Meeting. The Secretary shall provide at least one month’s notice of the meeting to all active members whose dues are fully paid for the year.

Section 7.03. Quorum. Those active members whose dues are fully paid and who are present at the annual meeting shall constitute a quorum. In order for a motion to be carried, it must be approved by the majority of those present.

Section 7.04. Agenda. The Agenda of the Annual General Meeting shall include, but not be limited to, the following, as may be applicable:

  1. Approval of the minutes from the last Annual General Meeting.
  2. Presentation of Reports by the President and Treasurer.
  3. Approval of the reports by the voting members, after opportunity forquestions and answers.
  4. Election of the Officers and Board of Directors.
  5. Amendments to the By-laws.

Section 7.05. Voting. All active members, whose dues are fully paid for the year, shall be entitled to vote. Voting may be conducted on issues by secret ballot if requested by an active member and approved by a majority of the quorum; otherwise, voting shall be open. The election of Officers and the Board of Directors shall be by secret ballot. The new President shall be reelected from among the members of the Board of Directors. The incumbent president’s candidacy shall be proposed by the Board of Directors to UAWS members at the UAWS’s general meeting.

Section 7.06. Minutes. The Minutes of the Annual General Meeting will be kept and transcribed by the outgoing Secretary and shall reflect all decisions made by the members. The Minutes must be signed by the outgoing President and Secretary.

VIII. CONFLICTS OF INTEREST

Section 8.01. Purpose. The purpose of the conflict of interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Director of the organization or might result in a possible excess benefit transaction.

Section 8.02. Procedures. Whenever a Director or Officer has a financial or personal interest in any matter coming before the Board of Directors, the affected person shall fully disclose the nature of the interest and withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested Directors determine that it is in the best interest of the corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.

IX. LIQUIDATION

Section 9.01. Liquidation. Liquidation of the organization must be approved by the Board of Directors and two-thirds of the active members, whose dues are fully paid for the year.

Section 9.02. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

X. AMENDMENTS TO THE BY-LAWS

Section 10.01. Any active member, whose dues are paid in full for the year, may propose an amendment to these By-Laws, provided it is submitted to the Board of Directors and states the reason for the amendment. A quorum of the Board of Directors must first approve the amendment before it may be submitted to the general membership. Thereafter, amendments to these By-laws must be approved by two-thirds of a quorum of the active members, who dues are paid in full for the year.