Constitution and Bylaws
Constitution and Bylaws
of
West Cascade Peace Corps Association
Revised 11/14/2008, 10/12/2012, 10/11/2013
PREAMBLE
The Constitution sets forth the structure of this organization of
Returned Peace Corps volunteers, their friends, family, and
advocates of peace and multicultural understanding. The Bylaws
outline the implementation of the structure. The Constitution and
Bylaws 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:
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."
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.
Provide support for newly Returned Peace Corps Volunteers
reconnecting 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.
Provide a venue for Returned Peace Corps Volunteers to utilize
their public service skills in their current community.
Promote volunteerism.
Assist the local Peace Corps Recruiter.
Section 2.
The organization is not-for-profit and exists 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 organization while it is
in operation or upon its liquidation or dissolution, except for
reasonable compensation for services actually rendered to the
organization in effecting one or more of its objectives or purposes.
Article III. Membership
The following shall constitute the membership of the association:
Peace Corps volunteers or 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, Vice
President, Secretary, Treasurer, and Communications Coordinator. The
duties of these officers are specified in the Bylaws.
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 organization shall convene an annual general meeting in connection
with elections at a time and place to be decided by the Board of Directors.
Board meetings shall be held as necessary and are open to the full membership.
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 a Nominating and
Elections Committee as specified in the Bylaws. All elections shall
be held at the annual general meeting following procedures specified
in the Bylaws. Special appointments may be made by the President
after obtaining the advice and recommendations of the Board of
Directors.
Article IX. Bylaws
The Bylaws shall be consistent with the Constitution and define
their operational intent. The Bylaws may not contradict the
Constitution.
Article X. Amendments
The Constitution and/or Bylaws may be amended as necessary by a
two-thirds 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 Bylaws 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 the Constitution and
Bylaws and any amendments thereto and the appropriate Articles of
Dissolution are filed with the Oregon Secretary of State.
Article XI. Records
Copies of the Constitution and Bylaws 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 Bylaws.
BYLAWS
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.
Any Peace Corps volunteer or Peace Corps Alumnus/a may join with
full voting rights.
Other people expressing interest in WCPCA may join, but with
limited voting rights. Such a member may not vote to amend this
Constitution or Bylaws.
Members become such by registering their names, addresses and
telephone numbers and paying dues.
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 organization, to hold office if duly
elected, and to receive all notifications pertaining to the official
business of the organization. Where possible, all decisions
regarding the operation of the organization will be made at general
meetings of members where all members present may vote.
The organization 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 organization 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 reelection opportunities and
are eligible for any other elective office and may be elected in
consecutive years.
Section 1. Officers and eligibility
Only Peace Corps Alumni/ae 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. Succession of officers
If the president leaves office prematurely the vice president shall
assume the position of president and shall be authorized to make any
appointments that he or she deems necessary to effect a smooth
transition in leadership.
If there is no vice president the Board of Directors shall elect a
member of the Board of Directors to serve as president until the
next general election.
If there is a vacancy in any other office the president may appoint
a replacement with the approval of the Board of Directors.
Section 3. President
The President is the executive officer of the organization 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 organization, and preside at the annual meetings
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. The President may be reelected. The
President opens the meeting at the appointed time, sets the agenda
and announces the business of the day, puts to a vote all questions
legally moved, announces the results of the vote, and sees that a
quorum is present before voting on motions. If no quorum is present
other business may proceed.
The President enforces the Constitution and Bylaws and decides
questions of procedure according to Roberts' Rules of Order. He/she
may appoint a Parliamentarian. The President 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 the
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. The President votes in any
election requiring written ballots and in any vote to break a tie.
Section 4. Vice President
The Vice President serves as executive officer of the organization
in the absence of the President. The Vice 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. The
Vice President performs additional duties as stipulated by the
Constitution and Bylaws. The Vice President retains speakers and
locates meeting sites. The Vice President may be reelected.
Section 5. 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. The Secretary
chairs meetings in the absence of the President and Vice President
with all duties and responsibilities incumbent upon them while
holding the Chair. The secretary conducts correspondence as
directed, reads important correspondence at meetings and notes the
response in the minutes. The Secretary 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. 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
organization. The Treasurer shall work in concert with the Board of
Directors in keeping of financial records, disbursement of funds,
the direction of business affairs, and the filing with the IRS and
the Oregon Department of Revenue financial reports consistent with
the requirements of a nonprofit organization that has received 501
(c) (3) status. At the annual meeting the Treasurer will present an
annual financial report to the membership.
At the beginning of the calendar year the newly elected Treasurer
shall work with the newly elected Board of Directors to develop a
budget for its year of service, January through December.
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. Nomination of candidates for Board of Directors
The President shall appoint a Nominating Committee for new officers
of one to three members in good standing two months prior to the
election. The committee will present its recommendations to the
Board for acceptance one month prior to the election. The names of
the nominees will be published in the newsletter at least two weeks
prior to the election.
Section 9. Election of Officers
Officers of the organization will be elected at the annual general
meeting by members in good standing. Voting may occur by paper
ballot or a show of hands.
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
reappointed.
Section 2.
The Board shall:
exercise the executive functions of the organization.
control and manage the affairs, funds, properties, and records of
the organization except when this contradicts specific arrangements
described in the Bylaws.
fix the time and place of annual meetings of the membership.
vote on presidential appointments except where provided to the
contrary, herein.
serve from January through December of a calendar year.
adopt a budget for its year of service no later than the February
board meeting.
Section 3.
The term of office of any Board member may be terminated in the best
interests of the association by a three-fourths vote of the
remaining Board members.
Section 4.
The Board of Directors meets as the need arises.
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 organization.
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:
reverse the will of the majority of the voting membership.
go into debt beyond the fiscal year without the consent of the
general meeting.
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:
The Communication Committee shall be self selected or nominated by
the board. The Communication Committee will work directly with the
Communications Coordinator on the dissemination of information.
The Finance & Membership committee shall notify members regarding
dues and assist the treasurer.
The Activities Committee will plan activities for the varied
membership base to include but not be limited to: potlucks, the
annual camping trip, sports teams, and may work with the fundraising
committee.
The Fundraising Committee shall research and fundraise for the
organization at least once a year.
Additional standing, nominating, special and ad-hoc committees may
be appointed by the President.
Article VII. Meetings
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.
A quorum is necessary to entertain motions but not to conduct
other business.
Proxy votes may be cast on any motion or election where
appropriate but may not be used to make a quorum.
Votes may be cast electronically in absentia.
Article VIII. Nominations, Elections and Appointments
Nominations shall be the responsibility of the Nominating and
Elections Committee as specified in the Bylaws. All elections shall
be held at the annual general meeting following procedures specified
in the Bylaws. Special appointments may be made by the President
after obtaining the advice and recommendations of the Board of
Directors.
Article IX. Bylaws (As constituted by the constitution)
Article X. Amendments (As constituted by the constitution)
Article XI. Dues
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.
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.
