Washington
Accueil Association
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Washington
Accueil Association |
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Statuts - By laws AMENDED AND
RESTATED
1.1. Name.
The name of the Association shall be the “WASHINGTON ACCUEIL ASSOCIATION.” 1.3. Purpose. The Association is formed to: (1) Welcome
and support French speaking persons coming to the Washington, D.C. Metropolitan
Area;
2.2.1. Primary Member. The Primary Member shall be an adult person whose name shall be carried on the records of the Association as a Primary Member. There shall be one Primary Member for each annual membership fee paid to the Association; at the time the annual fee is paid the person who pays the annual Membership Fee shall designate the Primary Member with respect to that fee. Each Primary Member in good standing shall have the right to vote as a member of the Association and also may become a director and/or Officer of the Association. 2.2.2. Derivative Family Members. Each member of the Primary Member’s immediate family shall be a member for all purposes except for voting; only a Primary Member in good standing shall be eligible to vote as a member. For this purpose, the Primary Member’s immediate family shall include the Primary Member and, if applicable, one other adult, living together, as a couple, and all of their respective children living under the same roof. Any Derivative Family Memberships will be suspended or terminated automatically upon the suspension or termination of the Primary Member’s membership. While only one annual membership fee shall be due for each Primary Member, each Derivative Family Member who wishes to participate in an Association event may be required to pay a separate participation fee. 2.3. Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member for any reason deemed sufficient by the Board, and no part of the annual membership fee shall be returned in such event unless the Board expressly determines otherwise. In addition, the Board, by majority vote, may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues. 2.4. Resignation.
Any member may resign by filing a written resignation with the Secretary
or President; however, such resignation shall not relieve the member so
resigning of the obligation to pay any dues or other charges theretofore
accrued and unpaid. ARTICLE III – MEETINGS OF MEMBERS 3.1. Annual Membership Meeting. An annual membership meeting shall be held in June of each year, or at any other date and time as the Board may decide by a majority vote; provided, however, that annual meetings shall not take place more than thirteen months apart. 3.2 Record Date. The Board shall establish the record date upon which the members eligible to vote at the annual meeting shall be determined, and the Primary Members who according to the records of the Association are in good standing on the record date shall be eligible to vote at the annual meeting, by person or by proxy. 3.3. Notice of Annual Membership Meeting. The President or his designee shall provide written notice of the Annual Membership Meeting to all members entitled to vote at such meeting, either personally or by mail, not less than ten (10) days nor more than ninety days before the date of the meeting. Such notice shall include the place, day, hour of the meeting, and any other information required by law. If mailed, such notice shall be deemed to have been given when deposited in the United States mail, postage prepaid, directed to the member at the address as it appears on the records of the Association. 3.4. Quorum. A minimum of ten percent (10%) of the members eligible to vote and who are present in person or by proxy shall constitute a quorum for transaction of business at any membership meeting, including the annual meeting. In the absence of a quorum, a majority of the members eligible to vote who are present may adjourn the meeting from time to time without notice other than an announcement at the meeting of the time and place of the adjourned meeting, until a quorum be present or represented. If the quorum is not present for the annual membership meeting, another annual meeting shall be called by the President within six months. 3.5. Election of the Directors. Nominations for directors may be submitted in writing to the President or Directors, preferably at least two weeks before the annual meeting. All nominations must be accompanied by a signed statement from the nominee stating that he or she will serve if elected. At each annual meeting, one or more lists of nominees will be presented to the members for election so that the directors may be elected in the manner specified in section 4.2 below. 3.6. Special Membership Meetings. Special Meetings may be called by the President or at the request of at least ten percent (10%) of the Primary Members by notice mailed, telephone, or e-mailed (with proof of delivery) to each Primary Member not less than fifteen (15) days before such meeting. Such notice shall state the purpose or purposes for which the meeting is called.
4.1. Authority of Directors. The Board of Directors is the policy-making body and may exercise all of the powers and authority granted to the Association by law. The act of a majority of the directors then in office shall be the act of the Board. 4.2. Number,
Selection, and Tenure. The Board of Directors shall consist of not less
than five (5) directors. The members shall elect them on a slate during
an annual meeting. Each director shall hold office for a term of two (2)
years and must be a Primary Member in good standing. Vacancies existing
by reason of resignation, death, incapacity, ineligibility or removal
before the expiration of his/her term shall be filled by a majority vote
of the remaining directors. In the event of a tie vote, the President
shall cast the deciding vote. A director elected to fill a vacancy shall
be elected for the unexpired term of that director’s predecessor
in office. 4.4. Regular
Meetings. The Board of Directors shall hold at least two (2) regular meetings
per calendar year. The directors shall meet immediately following the
annual membership meeting, and at such other times and places as the directors
shall determine. Other meetings shall be at such dates, times and places
as the Board shall determine. 4.6. Notice.
Meetings may be called by the Chairperson or at the request of any three
(3) directors by notice emailed, mailed, or telephoned. Each member of
the Board shall be noticed not less than forty-eight (48) hours before
such meeting by email, mail, or telephone call. 4.8. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the members or of the Board of Directors (including amendment of these Bylaws) or of any committee may be taken without a meeting if the number of members or directors who are authorized to act shall consent in writing to taking the action. Such written consents shall be signed by all of the persons consenting thereto, shall have the same force and effect as a vote of the members or of the Board at a meeting properly called for the purpose of voting on the subject matter thereof, and shall be filed with the minutes of the members or the Board as appropriate. 4.9. Participation in Directors Meeting by Conference Telephone. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another at the same time. Such participation shall constitute presence in person at such meeting. 4.10. Committees. The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish committees of the Board composed of at least two (2) persons which, except for an Executive Committee, may include non-Board members. The Board may make such provisions for appointment of the chair of such committees establish such procedures to govern their activities, and delegate thereto such authority as may be necessary or desirable for the efficient management of the property, affairs, business, activities of the Association. The Board of Directors may establish one or more advisory committee(s), as it deems appropriate by a majority vote, The Board shall also decide in the same manner about the size, duration, and responsibilities of such advisory committee(s). 4.11. Nominating Committee. There may be a Nominating Committee, composed of the President and at least two (2) other members of the Board of Directors. Each member of the committee shall have one (1) vote and decision shall be made by the majority. 4.12. Reimbursement. Directors shall serve without compensation with the exception that expenses incurred in the furtherance of the Association’s business may allowed to be reimbursed with documentation and prior approval of the President. In addition, Directors serving the Association in any other capacity, such as staff, shall be allowed to receive compensation therefore, subject to prior written express approval from the Board and the Members. 5.3. Resignation. Officer resignations shall be in writing and shall be effective upon delivery to the Secretary or Chairperson of the Board. 5.4. Removal.
An officer may be removed by the Board of Directors whenever in the Board’s
judgment the best interests of the Association will be served thereby. 5.8. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Association. He or she shall deposit all moneys and other valuables in the name and to the credit of the Association in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Association as may be ordered by the Board or the appropriate Officers taking proper vouchers or receipts for such disbursements. He or she shall render to the President and the Board at the regular meetings of the Board, or whenever they may request it, an account of all his or her transactions as Treasurer, and of the financial condition of the Association. If required by the Board, the Treasurer shall give the Association a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board shall prescribe.
6.2.1. By Mail. Primary Members shall be entitled to vote for the election of Directors, by mail, electronic mail, or any other means of electronic transmission; provided that the Primary Member shall have provided in advance to the Association a written notice signed by the Primary Member that the method of voting chosen was authorized by the Primary Member. 6.2.2. Proxy.
Whenever a Primary Member is entitled to vote including for the election
of the Directors, he or she may do so by authorizing another person or
persons in writing to act for him or her by proxy. A Primary Member shall
be considered "present" at a meeting if such primary member
is represented by proxy. At any meeting, each Primary Member shall be
entitled to represent and vote the proxies of not more than 3 other Primary
Members. A Director may not vote by proxy. ARTICLE VII - FINANCIAL ADMINISTRATION 7.1. Fiscal Year. The fiscal year of the Association shall be August 1 - July 31 but may be changed by resolution of the Board of Directors. 7.2. Checks,
Drafts, Etc. All checks, orders for the payment of money, bills of lading,
warehouse receipts, obligations, bills of exchange, and insurance certificates
shall be signed or endorsed by such officer or officers or agent or agents
of the Association and in such manner as shall from time to time be determined
by resolution of the Board of Directors or of any committee to which such
authority has been delegated by the Board.
Correct books of account of the activities and transactions of the Association shall be kept at the office of the Association. These shall include a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, and all minutes of meetings of the Board of Directors.
These Bylaws
may be amended by the members at the annual meeting or at any time by
a unanimous vote of the Board of Directors. Prior notice of the proposed
amendment shall be included in the notice of the meeting at which such
action is taken, or provided all members of the Board waive such notice. |
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@2005 Washington Accueil - All Rights Reserved |
Washington
Accueil Association est membre de la FIAFE
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