Bylaws

RESTATED BYLAWS
OF
SEATTLE POLISH FOUNDATION
formerly POLISH HOME FOUNDATION

Article 1.  Offices

            The principal office of the Corporation shall be located at 1714 18^th Ave, Seattle, King County, Washington 98122-2714 or such other place as the Board may designate or as the business of the Corporation may require from time to time.

Article 2.  Members

            Section 1.  Classes of Members and Qualifications for Membership.

                        a)  There shall be two classes of members of the Corporation: full members and supporting members (“Members”), with full Members having voting rights (“Full Members”) and supporting Members having no voting rights (“Supporting Members”).

                        b)  A natural person becomes a Full Member of the Corporation by completing one of the following:

                                    b1)  the individual is duly elected for the current term by all eligible members of the Polish Home Association (“PHA”), located at 1714 18^th Avenue, Seattle, King County, Washington 98122-2714, to serve as a trustee on the Board of Trustees for the PHA or as an officer of the PHA and delivers to the Secretary of the Corporation a signed declaration of his or her interest to be a Member of the Corporation within seven (7) days of being elected in the PHA election, or

                                    b2)  any person approved by the Board.

                        c)  A natural person becomes a Supporting Member of the Corporation by submitting a membership application and paying yearly dues, if dues are required.

            Section 2.  Voting Rights.  Each Full Member in good standing shall be entitled to one vote on each matter submitted to a vote of the Members, provided that the Member’s dues are paid, if the dues are required, by the time of the vote.

            Section 3.  Termination of membership.  A Member who does not pay dues for a calendar year shall lose his or her membership automatically when the year ends and no Board action shall be required to effectuate such loss of membership.  The Board, by affirmative vote of two thirds of all the members of the Board, may suspend or expel a Member for cause after an appropriate hearing.  The process shall be carried out in good faith.  At least 15 days prior written notice shall be given to the Member to be expelled, suspended, or terminated.  Said notice shall state the reasons for the action, and shall give the Member an opportunity to be heard, orally or in writing, not less than five days before the effective date of the proposed expulsion, suspension, or termination, so as to allow the Board sufficient time to decide whether the action shall take place.  Written notice of the proposed action shall be given by first class or certified mail and sent to the Member’s last address as it appears on the records of the Corporation.

            Section 4.  Resignation.  Any Member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the Member so resigning of the obligation to pay any dues, assessments, or other charges accrued and unpaid.

            Section 5.  Reinstatement.  On written request signed by a former Member and filed with the Secretary, the Board, by the affirmative vote of a majority of the Board, may reinstate a Member to membership on such terms as the Board may deem appropriate.

            Section 6.  Annual Meeting.  The annual meeting shall be held during the month of February for the purpose of electing Directors and for the transaction of such other business as may come before the meeting.

            Section 7.  Special Meetings.  The Corporation shall hold a special meeting of Members on call of the President, the Board or if at least 20% percent of the Full Members in good standing sign, date, and deliver to the Secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held.

            Section 8.  Place of meeting.  The Board may designate any place within the State of Washington as the place of meeting for any annual meeting or for any special meeting called by the Board.  If no designation is made, or if a special meeting is otherwise called, the place of the meeting shall be the principal office of the Corporation.

            Section 9.  Notice of Meeting.  The President, the Secretary, or the Board shall cause to be delivered to each Member entitled to notice of or to vote at the meeting, notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, by first class mail, voicemail or electronic mail, whichever is more convenient, at least ten days and no more than fifty days in advance of said meeting.  At any time, it shall be the duty of the Secretary to give notice of a special meeting of Members, and if the Secretary shall neglect or refuse to issue such notice, the Full Members making the request may do so and may fix the date, time and place for such meeting.  Notice mailed under this section shall be deemed delivered when deposited in the official government mail properly addressed to the Member at his or her address as it appears on the records of the Corporation with postage thereon prepaid.

            Section 10.  Quorum.  At least 40% + 1 Full Member of the total number of Full Members, represented in person or by proxy, shall constitute a quorum at a meeting of Members.  If less than a quorum of Full Members is represented at a meeting, a majority of Members so represented may adjourn the meeting from time to time without further notice.

            Section 11.  Proxies.  At all meetings of Members, a Full Member may vote by proxy executed in writing by the Full Member or by his or her attorney-in-fact.  Such proxy shall be filed with the Secretary before or at the time of the meeting.

            Section 12.  Voting.  Any action that is proper for a special meeting may be conducted by written ballot in lieu of a meeting.  In the election of Directors, cumulative voting shall not be permitted.  The vote of a majority of the votes entitled to be cast by Full Members represented in person or by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by Full Members, unless a greater proportion is required by applicable Washington law, the Articles of Incorporation or these Bylaws.

            Section 13.  Rules.  Meetings of Members shall be governed by Robert’s Rules of Order, newest revised edition available, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation or any resolution of the Board.

Article 3.  Board of Directors

            Section 1.  Powers.  The business and affairs of the Corporation shall be managed by the Board of Directors (“Board”).  The Board may appoint committees for any purpose, including an executive committee that may exercise any of the authority of the Board at the Board’s discretion.

            Section 2.  Number, Tenure, and Qualifications.  The Board shall consist of at least 5 directors (“Directors”).  Directors shall be elected at the annual meeting of Members by a majority vote of Full Members in attendance, in person or by proxy, provided that a quorum is present.  Unless a Director dies, resigns or is removed, the term of office of each Director shall be 2 years until the next applicable annual meeting of the Members is held.  Directors shall be Members.

            Section 3.  Annual and Regular Meetings.  An annual meeting of the Board shall be held without notice other than this bylaw immediately after and at the same place as the annual meeting of Members.  The Board may provide, by resolution, the date, time and place for holding regular meetings without other notice than such resolution.  Additional regular meetings shall be held at the principal office of the Corporation in the absence of any designation in the resolution.

            Section 4.  Special Meetings.  Special meetings of the Board may be called by or at the request of the President or any two Directors, and shall be held at the principal office of the Corporation or at such other place as the Board may determine.

            Section 5.  Notice.  Notice of any special Board meeting shall be given at least forty-eight (48) hours before the time fixed for the meeting, by written notice delivered personally or mailed to each Director by regular mail or electronic mail to the address of record maintained by the Corporation.  If mailed by a regular mail, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid, not less than three days prior to the commencement of the above-stated notice period.  Any Director may waive notice of any meeting.  The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.

            Section 6.  Quorum.  A majority of the number of Directors set by resolution of the Board shall constitute a quorum for the transaction of business.  The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.  Any action consented to in writing by each and every Director shall be as valid as if adopted by the Board at a duly warned and held meeting of the Board, provided such written consent is inserted in the minute book.

            Section 7.  Voting.  Each Director shall have one vote. Chairman’s vote is a tie-breaker for a majority.  Any action that is proper for a special meeting may be conducted by written ballot in lieu of a meeting.

            Section 8.  Removal of absent Directors and Resignation.  Directors missing three consecutive regular meetings are deemed removed.  At a meeting of Members called expressly for that purpose, one or more Directors (including the entire Board) may be removed from office, with or without cause, by two-thirds of the votes cast by Full Members represented in person or by proxy at a meeting of Members at which a quorum is present.  Any Director may resign at any time by delivering written notice to the President or the Secretary at the registered office of the Corporation, or by giving oral or written notice at any meeting of the Board.  Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

            Section 9.  Vacancies.  Any vacancy occurring in the Board may be filled by an election at a special meeting of Members.  A Director who fills a vacancy shall serve for the unexpired term of his or her predecessor in office.

            Section 10.  Fees.  The Board may establish the annual membership dues and other fees as needed to be assessed from the Members.

            Section 11.  Rules.  Meetings of the Board shall be governed by Robert’s Rules of Order, newest revised edition available, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation or any resolution of the Board.

            Section 12.  Compensation.  The Directors shall receive no compensation for their service as Directors but may receive reimbursement for expenditures incurred on behalf of the Corporation.

            Section 13.  Board Committees.

            a)  Standing or Temporary Committees.  The Board, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more standing or temporary committees, each of which shall consist of two or more Directors.  Such committees shall have and exercise the authority of the Directors in the management of the Corporation, subject to such limitations as may be prescribed by the Board; except that no committee shall have the authority to: (i) amend, alter or repeal these Bylaws; (ii) elect, appoint or remove any member of any other committee or any Director or Officer of the Corporation; (iii) amend the Articles of Incorporation; (iv) adopt a plan of merger or consolidation with another Corporation; (v) authorize the sale, lease or exchange of all or substantially all of the property and assets of the Corporation not in the ordinary course of business; (vi) authorize the voluntary dissolution of the Corporation or revoke proceedings therefor; (vii) adopt a plan for the distribution of the assets of the Corporation; or (viii) amend, alter or repeal any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by a committee.  The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board or any individual Director of any responsibility imposed upon it, him or her by law.

            b)  Quorum; Manner of Acting.  A majority of the number of Directors composing any committee shall constitute a quorum, and the act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of the committee.

            c)  Resignation.  Any member of any committee may resign at any time by delivering written notice thereof to the president, the secretary or the chairperson of such committee, or by giving oral or written notice at any meeting of such committee. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

            d)  Removal of Committee Member.  The Board, by resolution adopted by a majority of the Directors in office, may remove from office any member of any committee elected or appointed by it.

Article 4.  Officers

            Section 1.  Number.  The officers of the Corporation shall consist of a President, Vice-President or two Vice-Presidents, Secretary, and a Treasurer (“Officers”), each of whom shall be elected by a majority vote of the Board in attendance at a meeting called for that purpose, provided a quorum of Directors is present and voting.  The office of Secretary and of Treasurer may be held by the same individual if the Directors so decide.

            Section 2.  Election and Term of Office.  The Officers shall be elected for a term of 2 years.  Each Officer shall hold office until his or her successor has been duly elected and qualified or until his or her death, resignation, or removal in the manner hereinafter provided.

            Section 3.  Removal.  Any Officer or agent elected or appointed by the Board may be removed from office by the Board whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of an Officer shall not of itself create contract rights.

            Section 4.  Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term or for a new term established by the Board.

            Section 5.  Powers and Duties.  The powers and duties of the several Officers shall be as provided from time to time by resolution or other directive of the Board. In the absence of such provisions, the respective Officers shall have the powers and shall discharge the duties associated with such offices.  The Secretary shall prepare minutes of all meetings of the Members and Officers and shall authenticate the records of the Corporation upon request.

            Section 6.  Salaries.  There shall be no right to a salary and a salary may not be paid to any Officer.

            Section 7.  Resignation.  Any Officer may resign at any time by delivering written notice to the President, Vice President, Secretary or the Board, or by giving oral or written notice at any meeting of the Board.  Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Article 5.  Contracts, Loans, Checks, and Deposits

            Section 1.  Contracts.  The Board may authorize any Officer or Officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific business.

            Section 2.  Loans.  No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.

            Section 3.  Checks, Drafts, or Orders.  All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness shall be signed by such Officer or Officers, agent or agents of the Corporation and in such manner as from time to time shall be determined by resolution of the Board.

            Section 4.  Deposits.  All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board shall select.

            Section 5. High Valued Transactions.  Any financial transaction of a value in the amount of $100,000.00 (one hundred thousand dollars) or more must first be submitted to a vote of Full Members.

 Article 6.  Fiscal Year.

            The fiscal year of the Corporation shall be January 1 to December 31.

Article 7.  Waiver of Notice

            Whenever any notice is required to be given to any Member or Director under the provisions of Washington law or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article 8.  Amendments

            These Bylaws may be altered, amended, or repealed, and new bylaws shall only be adopted by Full Members at any regular or special meeting.  Changing of the Bylaws requires quorum.

Article 9.  Books and Records

            The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Members, Board and committees having and exercising any of the authority of the Board, and shall keep all the records including a list of the names and addresses of the Members at the principal office of the Corporation or other place designated by the Board.  All books and records of the Corporation may be inspected by any Member, or his agent or attorney, as regulated by the Washington State code RCW 24.03.135. A copy of the text of RCW 24.03.135 shall be kept with the records of the Corporation.  An independent audit by a certified accountant may be completed by the time of the annual meeting of Members.  The Board should appoint the certified accountant.

Article 10.  Dissolution or Sale of Assets

            A two-thirds vote of the Full Members shall be required to (a) sell or mortgage assets of the Corporation not in the regular course of business or (b) to dissolve the Corporation.  No part of the net assets or net earnings of the Corporation shall inure to the benefit of or be paid or distributed to an Officer, Director, Member, employee, or donor of the organization.

Bylaws as restated at the annual meeting on Feb 25, 2005 then amended at the annual meeting in February 2011 and at the annual meeting on April 5, 2019