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Bylaws West Cascade Peace Corps Association



The general membership voted to accept the constitution and bylaws presented here in an election held in November 2007. The board accepted the results of the election and thus the current issues of the two documents on December 11, 2007.

Constitution and Bylaws
of
West Cascade Peace Corps Association

PREAMBLE

The Constitution sets forth the structure of this organization of Returned Peace Corps volunteers, their friends, family, and advocates of peace and multi-cultural understanding. The By-Laws outline the implementation of the structure. The Constitution and By-Laws are in accord with the provision of the United States code of law regulating nonprofit organizations, specifically section 501(c)3 of the IRS code of 1954.

CONSTITUTION

Article I. Name

The name of the organization shall be "West Cascade Peace Corps Association."

Article II. Purpose

Section 1.
The purpose of this organization is to:

  1. Promote charitable and educational purposes, as those terms are used in Section 501(c)3 of the Internal Revenue Code, in connection with accomplishing the third goal of Peace Corps as originally mandated by Congress in 1961: "To promote a better understanding of other people on the part of the American people."
  2. Provide a regional, interdisciplinary forum for charitable activities, professional development, networking, and exchange of knowledge related to understanding and assisting people from diverse cultures in the Eugene, Oregon area and in countries where Peace Corps volunteers have served.
  3. Provide support for newly Returned Peace Corps Volunteers re-connecting with their community and culture in the United States while allowing them to continue with public service related activities similar to those encountered in their Peace Corps service.
  4. Provide a venue for Returned Peace Corps Volunteers to utilize their public service skills in their current community.
  5. To promote volunteerism.
  6. To assist the local Peace Corps Recruiter.

Section 2.
The Organization is a not-for-profit organized exclusively for charitable and educational purposes. No Board member, officer, agent or employee shall at any time receive or be entitled to receive any compensation or pecuniary profit from the operation while in operation or upon its liquidation or dissolution, except for reasonable compensation for services actually rendered to the Association in effecting one or more of its objectives or purposes.

Article III. Membership

The following shall constitute the membership of the association: Peace Corps or former Peace Corps Alumni may join with full voting rights. Other people expressing an interest in WCPCA may join, but with limited voting rights. Such a member may not vote to amend this Constitution and Bylaws.

Article IV. Officers

The officers of the Organization shall be the President, President-Elect/Past President, Secretary, Treasurer, and Communications Coordinator. The duties of these officers are specified in the By-Laws.

Article V. Board of Directors

The Board of Directors shall consist of all officers and elected Directors-at-Large. The number of elected Board members may be increased or decreased as deemed necessary by a vote of the Board. Appointed Board members have the same voting privileges as elected Directors.

Article VI. Committees

The Standing Committees of the Organization are the Communication Committee, Finance & Membership Committee, Activities Committee, and the Fundraising Committee.

Article VII. Meetings

The Society shall convene an Annual General Meeting, in connection with elections at a time and place to be decided by the Board of Directors. All other meetings will be held monthly. Urgent business or extraordinary matters may necessitate the calling of a special meeting.

Article VIII. Nominations, Elections and Appointments

Nominations shall be the responsibility of the Nominations and Elections Committee as specified in the By-Laws. All elections shall be held at the annual general meeting following procedures specified in the By-Laws. Special appointments may be made by the President after obtaining the advice and recommendations of the Board of Directors.

Article IX. By-Laws

The By-Laws shall be consistent with the Articles of the Constitution and define their operational intent. The By-Laws may not contradict the Constitution.

Article X. Amendments

The Constitution and/or By-Laws may be amended as necessary by a majority of those voting. Voting on a proposed amendment shall be accomplished through a special meeting as arranged by the Board of Directors. The proposed text of the amendment shall be published within a reasonable time prior to the general or special meeting. Any member may propose an amendment to the By-Laws or Constitution to the Board of Directors for their review. Proposed amendments must be approved by the Board of Directors before they are brought before the membership. This corporation ceases to exist when a motion to this effect is passed according to procedures set down in Amendments to this Constitution and Bylaws and the appropriate Articles of Dissolution are filed with the Oregon Secretary of State and all assets of Association are forwarded to the National Peace Corps Association.

Article XI. Records

Copies of the Constitution and By-Laws together with their amendments shall be kept by the Secretary of the Board, by the President, on the Organization's website and made available to members upon request. Minutes of the annual meeting and meetings of the Board of Directors shall be kept and circulated to all members.

Article XII. Dues

Members shall be assessed various dues as specified in the By-Laws.

BY-LAWS

Article I. Name (as constituted by the Constitution)

Article II. Purpose (as constituted by the Constitution)

Article III. Membership

Section 1.
Eligibility.
Members are defined as those who have paid the currently stipulated membership dues. Dues must be paid annually to retain membership.

  1. Any Peace Corps or former Peace Corps Alumni may join with full voting rights
  2. Other people expressing interest in WCPCA may join, but with limited voting rights. Such a member may not vote to amend this Constitution and Bylaws.
  3. Members become such by registering their names, addresses and telephone numbers and paying dues.
  4. A member ceases to be such when he/she either: (1) provides written notice to the President of his/her intention to resign, (2) fails to pay dues during the annual renewal period, (3) is expelled for cause or grave misconduct according to procedures set forth in Robert's Rules of Order, or (4) dies.

Section 2.
Rights.
All members have the right to vote for officers and on other official matters of the Association, to hold office if duly elected, and to receive all notifications pertaining to the official business of the Association. Where possible, all decisions regarding the operations of the Association will be made at general meetings of members, where all members present may vote. The Association will protect the privacy of its members by not providing its mailing list to outside parties. However, certain items may be included in a regular Association mailing provided that the Board determines it will be of interest to members and the requesting organization pays for the cost of that mailing.

Article IV. Officers

The officers of the Organization shall be the President, Vice- President, Secretary, Treasurer, and Communications Coordinator. The duties of these officers are specified below. All officers shall hold office for one year with unlimited re-election and are eligible for any other elective office and should be elected in consecutive years.

Section 1.
Only Peace Corps Alumni may serve as officers of this organization. The elected officers shall be: (1) President, (2) Vice-president (3) Secretary, (4) Treasurer, and (5) Communications Coordinator.

Section 2.
Persons elected to the office of President shall serve as President-Elect for one year, President for one year, for a total of two years. If the President leaves office prematurely, the President-Elect or vice-President shall assume the position of President and shall be authorized to make such appointments he or she deems necessary to effect a smooth transition of leadership of the organization. In the event that the President Elect position is vacant or that that individual is unable to serve, the President may appoint a replacement member to the Executive Committee subject to the approval of the Board of Directors.

Section 3.
The President
The President is the executive officer of the association with authority to appoint special committees, chair the Board of Directors, call meetings of the Board, execute the will of the Board, serve ex-officio on all committees, serve as one of three signatories of the Society, and preside at the general sessions of the annual meeting of the Organization. The President will notify all Board members of meetings requiring their attendance as soon as possible and not less than two weeks prior to the meeting. Presidents may be reelected. Opens the meeting at the appointed time; sets agenda and announces the business of the day; puts to a vote all questions legally moved and announces the results of the vote; sees that a quorum is present before voting on motions. If no quorum is present, other business may proceed. President enforces the Constitution and Bylaws and decides questions or order according to Robert's Rules of Order. He/she may appoint a Parliamentarian. Authenticates, by signature when necessary, all papers and declarations of the will of the members legally voted as motions; represents the corporation in the official capacity as need be. The President appoints Standing, Nominating, Special and ad-hoc committee members as set forth in this Constitution and Bylaws or following an approved motion by the members to this effect. Votes in any election requiring written ballots and in any vote to break a tie. The President may be reelected.

Section 4.
The Vice President
The Vice President serves as executive officer of the Organization in the absence of the President. Assists the President in the accomplishment of his/her duties. Replaces the President in his/her absence or when he/she vacates the Chair. Serves as the Chairperson of the Nominating Committee. Performs additional duties as stipulated by the Constitution and Bylaws. Retains speakers and locates meeting sites. The Vice President may be reelected.

Section 5.
The Secretary
The Secretary takes, reproduces and disseminates to all members through the monthly website the minutes of all monthly meetings. The minutes must be maintained in a log or archive which is available to members for any proper purpose at any reasonable time. The secretary must arrange for a substitute secretary to take minutes whenever he/she will be absent from a regular monthly meeting. Chairs meetings in the absence of the president and vice-president with all duties and responsibilities incumbent upon them while holding the chair. Conducts correspondence as directed; reads important correspondence at meetings and notes the response in the minutes. Performs additional duties as stipulated in the Constitution and Bylaws and communicates as needed to fulfill duties with the Communications Coordinator. The Secretary may be reelected.

Section 6
The Treasurer
The responsibilities of the Treasurer include overseeing the collection of dues and fees, validating the good standing of members, and serving as one of the two signatories of the Society. The Treasurer shall work in concert with the President in the keeping of financial records, disbursement of funds, and the direction of business affairs. The Treasurer shall make a presentation to the membership consisting of an annual report together with the budget approved by the Board for the ensuing year at the annual meeting of the Organization. The Treasurer may be reelected.

Section 7
Communications Coordinator
The Communications Coordinator maintains the Association’s website, ensures that information is current and relevant, responds to information requests submitted to the site, makes sure all fees related to the site have been paid, maintains all communication with the website host, and ensures that all information on activities will be announced to the public in advance by press releases and/or communication with media. The Communications Coordinator may be reelected.

Section 8.

  1. In the event that the President is unable to complete his/her term of office and there is no vice-President or Past-President to fill that position, the Board of Directors shall elect a member of the Board of Directors to serve as President until the next General election held annually in November.
  2. In the event that the position of Treasurer becomes vacant the President may appoint a member of the Board of Directors to serve as Treasurer until the next general election.

Section 9.
A nominating committee of one to three members, in good standing, shall be appointed by the President (if no election is had) and announced prior to the November meeting. Nominations may be accepted or declined at any time prior to the vote. Voting will be by mail ballot to all members in the November e-mail.

Section 10.
The names of those nominated for particular offices shall be publicly announced by e-mail announcements to the membership and on the Organization website. Election of officers is held annually at the November general membership meeting following formal announcements of this intention in October.

Article V. Board of Directors

Section 1.
The Board of Directors shall consist of five officers, up to nine (9) Board members elected at large, and up to two Board members appointed by the Board. The term of office for elected Board members shall be one year; the term of office for appointed Board members shall be one year. A Board member may be reelected and/or re-appointed.

Section 2.
The Board shall:

  1. exercise the executive functions of the Association.
  2. control and manage the affairs, funds, properties, and records of the, association except when this contradicts specific arrangements described in the By-Laws.
  3. fix the time and place of annual meetings of the membership.
  4. vote on Presidential appointments except where provided to the contrary, herein.

Section 3.
The term of office of any Board member may be terminated in the best interests of the association by a majority vote of the remaining Board members by the board.

Section 4.
The Board of Directors meets as the need arises but shall meet at least once a month in a given year.

Section 5.
The Board of Directors is responsible to its electorate. Board Members-at-Large shall serve as advocates for the membership. They shall be prepared to chair and serve on ad hoc committees at the request of the President and to assist in the general functioning of the Society.

Section 6.
Except as otherwise provided herein, a simple majority of the Board of Directors shall constitute a voting quorum, and the vote of a simple majority of any such quorum shall be sufficient to take action.

Section 7.
The Board of Directors has no power to:

  1. Reverse the will of the majority of the voting membership
  2. Go into debt beyond the fiscal year without the consent of the general meeting
  3. Overlap work of properly constituted appointees or elected officers without their approval

Section 8.
Any action to be taken by the Board of Directors, or by the Executive Committee where the Executive Committee is authorized to take action on behalf of the Board, may be done by telephone, fax, email or regular mail.

Article VI. Committees

Section 1.
The Standing Committees:

  1. The Communication Committee shall be self elected or nominated by the board. The Communication committee will work directly with the Communications Coordinator the dissemination of information.
  2. The Finance & Membership committee shall send out communication with members regarding dues and assist the treasurer.
  3. The Activities Committee consists of members planning various activities for the varied membership base such to include but not be limited to: potlucks, the annual camping trip, sports teams, and may work with the fundraising committee.
  4. The Fundraising Committee shall research and fundraise for the association at least once a year.
  5. Additional Standing, Nominating, Special and ad-hoc committees may be appointed by the President.

Article VII. Meetings

  1. Meetings will be held at a place and time designated by the president, the board or both. An annual meeting held in November of each year is the minimum number of meetings that can be held in a calendar year. Notice shall be given at least one month prior the meeting.
  2. A quorum is necessary to entertain motions but not to conduct other business.
  3. Proxy votes may be cast on any motion or election where appropriate but may not be used to make a quorum.
  4. Votes may be cast electronically in absentia.

Article VIII. Nominations, Elections and Appointments

Nominations shall be the responsibility of the Nominations and Elections Committee as specified in the By-Laws. All elections shall be held at the annual general meeting following procedures specified in the By-Laws. Special appointments may be made by the President after obtaining the advice and recommendations of the Board of Directors.

Article IX. By-Laws (As constituted by the constitution)

Article X. Amendments (As constituted by the constitution)

Article XI. Dues

  1. Dues shall be paid annually in an amount and manner set by the Board. The annual membership dues shall be determined by the Board of Directors and noted on the website.
  2. Peace Corps Volunteers who have completed their service and returned to the United States within the past 12 months qualify to receive a one-year free membership.




If you have any questions or comment, please contact info@westcascadepca.org.