Northwest Raven Cultural and Humanitarian

"We are the Northwest Raven Sisters"

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 Northwest Raven Cultural and Humanitarian

Bylaws

 

ARTICLE I: NAME

Section 1 Name: The name of the organization shall be the Northwest Raven Cultural and Humanitarian, hereafter referred to as NWRCH.

ARTICLE II: Purpose

MISSION

Northwest Raven Cultural and Humanitarian is a non-profit organization sole purpose to provide cultural and humanitarian (local and international).  We provide a multitude of services to help open doors for cultural exchange and humanitarian to the people in need such as: children, and senior citizens through accessible education. 

Section 1
The NWRCH shall organize educational, charitable, literary, cultural and other activities for the common good of the membership.

 

Section 2
The Association may raise, solicit, collect and disburse funds, charities, and donations for cultural, educational, and humanitarian purposes either directly or in cooperation with other registered non-profit organizations in the United States and abroad.

NWRCH has no political or religious affiliation. The funds needed for accomplishing the mission will be through public fundraisings or donations.

This corporation is organized exclusively for cultural and humanitarian purposes within the meaning of Section 501(c)(3) of the internal Revenue Code of 1986, as now enacted or hereafter amended, including, for such purposes, the making of distributions to organizations that also qualify as Section 501 (c)(3) exempt organizations.  All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.

ARTICLE III Office

The principal office of NWRCH shall be located at 2855 NE John Carlson Rd, Bremerton, WA 98311

ARTICLE IV: Limitations

At all times the following shall operate as conditions restricting the operations and activities of the corporation.

1.  No part of the net earnings of the corporation shall inure to any member of the corporation not qualifying as exempt under Section 501 (c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, nor to any director or officer of the corporation, nor to any other private persons, excepting solely such reasonable compensation that the corporation as a reasonable allowance for authorized expenditures incurred on behalf of the corporation.

Section 1. Definition of Membership. The members of NWRCH are persons, corporations (or other entities) having membership rights in accordance with the provision of these Bylaws.  An individual may become a Member upon payment of the designated annual membership fee.

Section 2. Non-Discriminatory Clause

The membership of this organization shall be without any discrimination on the basis of race, color, creed, ethnic origin, sex, religion, and political ideology.

Dues
All members, with the exception of honorary members, pay annual dues.  Dues are payable at the beginning of the calendar year.  Dues are not prorated.  The Board sets the annual dues amount based on the year's budget constraints.

ARTICLE V: BOARD OF DIRECTOR

Section 1. Board of Director: The Board of Director shall be comprised of the following: President, Vice President, Secretary and Treasurer.

Elected Officers: The Elected Officers of NRCH shall consist of a President, Vice President, Secretary and a Treasurer that shall be elected by ballot at the biennial NWRCH of Directors may deem necessary, and such officers shall have the authority prescribed by the Board.

1.1 Qualifications: No person shall be eligible to serve on the NWRCH Executive Board that has not been a member in good standing of NWRCH one year.

Section 4. Appointed Board Member: The Board of Directors may select up to two (2) appointed Board Members for special expertise. Consideration shall be given to ensuring diversity and balance for the Board as a whole.

Section 5. Terms of Office:

5.1 Elected Officers: The President, Vice President, Secretary, and Treasurer of NWRCH shall be eligible to serve no more than four (4) consecutive four-year terms.

Section 6. Assumption of Office: Elected Board Members shall assume their respective duties two (2) months from the date of the adjournment of the biennial NWRCH national conference.

Section 7. Meetings: The Board of Directors shall meet at least twice each year, or upon the request of two-third (2/3) of the Board of Directors or by the President upon written petition of two-third (2/3) of the Board of Directors.

Section 8. Powers: The Board of Directors shall supervise and control the business, property, and affairs of NWRCH, except as otherwise expressly provide by law, the Articles of Incorporation, or the Bylaws.

Section 9. Duties of the Board of Directors:

9.1 President: The President shall:

A. Be the chief spokesperson for NWRCH;

B. Chair the Board of Directors and preside over the membership meetings at the biennial national conference;

C. Appoint such committees as may be necessary;

D. Perform all duties incident to the office of the President as may be prescribed by the Board of Director; and

E. Be ex-officio member of all committees.

9.2 Vice President: The Vice President shall:

A. Assume the duties of the President in the absence of the President or when the office of the President becomes vacant;

B. Serve as the Chairperson of the Bylaws Committee unless otherwise appointed by the President with the consent of the Board of Directors; and

C. Perform all duties incident to the office of the Vice President as may be prescribed by the Board of Directors.

9.3 Secretary: The Secretary shall:

A. Be responsible for the minutes of the biennial national conference and meetings of the Board of Directors;

B. See that all notices of the Board and general meetings are duly given in accordance with the provisions of these Bylaws;

C. Be custodian of the correspondences, records, information and materials of NWRCH;

D. Keep an update record of name and addresses of NWRCH members; and

E. Perform all duties incident to the office of the Secretary and such duties as may be assigned by the Board of Directors.

9.4 Treasurer: The Treasurer shall:

A. Be responsible for and oversee all financial administration of NWRCH;

B. Maintain proper accounts and give receipts for moneys due and payable to NWRCH and deposit all such moneys in the name of NWRCH in appropriate bank or financial institutions;

C. Maintain and update membership list for immediate and future contact with members;

D. File timely reports with the Internal Revenue Services; and maintain NWRCH incorporation status.

E. Chair the Finance Committee; and

F. Perform all the duties incident to the office of the Treasurer and such duties as may be assigned by the Board of Directors.

9.5 Regional Board Member: Regional Board Member shall serve as liaison between the Board and Chapters of NWRCH within the region, and work with the Board of Directors as a whole.

9.6 Appointed Board Member: Appointed Board Member selected for specific areas of expertise shall provide support to and work with the Board of Directors as a whole.

Section 10. Executive Session: The Board of Directors shall convene an executive session when circumstances warrant, i.e., when discussing matters of sensitive or litigious nature.

Section 11. Resignations: Any Director may resign at any time by submission of written notice to the President of NWRCH. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President of NWRCH.

Section 12. Impeachment: Elected or appointed Board members may be removed after due process hearing for failure to carry out their duties or for good and sufficient reason by a two-third (2/3) vote of the Board of Directors.

Section 13. Conflict of Interest: No member with a personal or financial interest of a material nature in the affairs of NWRCH shall be eligible to serve on the Board of Directors of NWRCH.

Section 14. Compensation: Members of the Board of Directors shall serve without compensation except for standard expense reimbursement for costs incurred in discharge of duties.

Section 15. Indemnifications: Unless otherwise provided by law, NWRCH may indemnify any Director or Officer against any and all expenses and liabilities incurred by him or her in connection with any claim, action, suit, or proceeding to which he or she is made a party by reason of being a director or officer of NWRCH. However, there shall be no indemnification in relation to matters as to which he or she shall be adjudged to be guilty of a criminal offense or liable to NWRCH for damages arising out of his or her own gross negligence in the performance of a duty to NWRCH.

 Section 1. Classification: The meetings shall consist of annual membership meeting and Board meeting.

1.1 Biennial Membership Meeting: NWRCH membership shall
meet biennially at the biennial national conference site.

1.1.1 Conference Site: The Board of Directors shall govern the site selection process. Such sites shall rotate among the established geographical regions.

1.1.2 Call to Conference: The President of the Board shall issue an official call to the biennial conference six (6) months in advance.

1.2 Board Meeting: The Board of Directors shall meet at least
twice each year.

1.2.1 Conference Meeting: A regular meeting of the Board of directors shall be held during the biennial national conference.

1.2.2 Mid-Term Meeting: A regular meeting of the Board of Directors shall be held in the Spring at the site of the biennial national conference.

1.2.3 Special Meeting: Special meetings of the Board of Directors may be called upon the request of two-third (2/3) of the Board of Directors or by the President upon written petition of two-third (2/3) of the Board of Directors, to be held at such time, day, and place as shall be determined in the notice of the meeting.

Section 2. Quorum:

2.1 Membership Meeting: Twelve (12) individual members in good standing presented shall constitute a quorum.

2.2 Board Meeting: Two-third (2/3) of the members of the
Board of Directors shall constitute a quorum for regular and special Board meetings.

ARTICLE VI: COMMITTEES

Section 1. Standing Committees: The standing committees of NWRCH shall
be the Bylaws, Finance, Nominating, Pageant, Youth Empowerment Summit, Senior Citizen, Parent Support Network, Minority Interpreter, and Public Relations Committees. The President shall appoint the chair of each standing committee.

Section 2. Other Committees: The Board of Director may create
other committees, including Ad Hoc and Special Committees, as needed, with the chair of each to be appointed by the President. The Board of Director shall have the power to dissolve any special committee after it has serve its purpose.

Section 3. Qualifications: No person that is not a NWRCH member in good standing shall be eligible to serve on a NWRCH Committee.

Section 4. Power: Committees shall have the power and duties designated by the Board of Directors, and shall give advice and make non-binding recommendations to the Board.

Section 5. Terms of Office: Each member of a committee shall serve for two (2) years until the Biennial NWRCH national conference, and until a successor is appointed, unless the committee is sooner dissolved.

ARTICLE VII: PARLIMENTARY AUTHORITY

Section 1. Robert Rules of Order: All matters not covered by these bylaws shall be governed by the current edition of Robert's Rules of Order, Newly Revised.

ARTICLE VIII: AMENDMENTS

Section 1. Amendments: These Bylaws may be amended upon affirmative vote of two-third (2/3) of the voting members at the biennial NWRCH national conference provided that the amendments are submitted to the Bylaw Committee sixty (60) days prior to the conference, and that copies of proposed Amendments are sent to the Chapter Representatives thirty (30) days prior to the start of the NWRCH biennial national conference, and that Amendments are read during the conference and acted upon immediately thereafter.

Section 2. Suspension: Provisions of these Bylaws may be suspended in unforeseen and urgent circumstances by 2/3 vote of the voting members present and voting.

ARTICLE IX: DISSOLUTION

Section 1. Assets and Liabilities: In the event of dissolution of NWRCH, after payment of all of existing NWRCH debts and liabilities, remaining assets shall be distributed to Salvation Army or  any 501(c)(3) organizations with objectives that are similar to those of NWRCH.