DC Dutch Bylaws

BYLAWS

ARTICLE I - NAME

The name of the corporation is "The Netherlands Society of Washington, D.C." It may be referred to in the Dutch language as "De Nederlandse Vereniging te Washington, D.C.".

ARTICLE II- PURPOSES

1. The purposes for which the corporation is formed are as follows:

a] To provide an agency for the expression of the common interest of persons and groups of Dutch ancestry, background and experience;

b] To promote the mutual social activities and to further the unity of its members; and

c] To do all things lawful and proper that may be required in order to carry out all the above stated purposes.

2. The corporation has been organized for the above stated purposes and not for pecuniary gain or profit, and no part of its assets, income or profit shall inure the benefit of its members, directors or officers, except to the extent permitted by law.

ARTICLE III- MEMBERSHIP

1. Membership is open to any person of good moral character, who is in sympathy with the purposes and objectives of the Society and who agrees to abide by all rules and regulations of the Society.

2. The Board of Directors shall be the sole judge of qualification for membership.

3. Membership in the Society shall terminate automatically for any individual for whom dues have not been paid in accordance with ARTICLE IX.

4. In the case of family-membership each spouse will be considered a member of the Society, have individual right to vote and be eligible to serve on the Board of Directors.

ARICLE IV - ORGANIZATION

1. The execution of general policies and the administration of the Society shall be vested in the President and Board of Directors.

The Board of Directors shall consist of a minimum of nine Directors, to be elected as provided in Article-V. The Board shall elect from amongst its members the following officers:

President,

Vice-President,

Recording Secretary,

Corresponding Secretary and

Treasurer.

The election of one or more officers shall take place by secret ballot as soon as practicable after a vacancy occurs. All Directors shall be members of the Society.

3. The duties of the Board of Directors shall be to:

a] Transact all business in accordance with the Bylaws and such business as may be delegated by the Society;

b] Promote the participation of the Society in all public, social, cultural and civic events in which those of Dutch descent or affiliation have a special interest;

c] Fill vacancies in any elective office for the unexpired term by election by majority favorable vote, adhering to all requirements for eligibility of candidates as provided under this Article. All Board members shall be given prior notice of such election;

d] Hold meetings as necessary, time and place to be designated by the Board; and

e] Authorize expenditure of all funds.

4. Special meetings of the Board may be called, on three days notice, by the President, or by the majority of its members. A majority of the members constitutes a quorum for the transaction of business.

5. In emergencies, business of the Society may be transacted by the Executive Committee, consisting of the Officers; however, no transaction shall be in conflict with actions taken by the Society or the Board of Directors. A meeting of this Committee may be called by the President or by a majority of the Executive Committee. A quorum shall consist of any three officers.

6. Duties of Officers

a] The President shall serve as Chief Executive of the Society, act as Chairperson of the Board of Directors and of the Executive Committee, preside at the Annual Meeting and at special meetings, and shall execute policies and administration, and serve as provided by the Bylaws or by direction from the Board of Directors. He/She shall coordinate the services of Officers and Directors to further the objectives of the Society.

b] The Vice President shall assist the President, perform all the duties of the President in his/her absence and all other duties as may be delegated.

c] The Recording Secretary shall keep an accurate record of the Proceedings of all Board Meetings, the Annual Meeting and special meetings.

d] The Corresponding Secretary shall conduct the official correspondence of the Society as directed by the Board of Directors, shall notify all members of the Board of Directors of all meetings, shall notify all members of the Society of the Annual Meeting and all special meetings at least ten days in advance and shall perform such other duties incident to his/her office as may be delegated or as provided by the Bylaws.

e] The Treasurer shall receive all revenues of the Society, deposit same in a depository selected by the Board of Directors, maintain an accounting of all funds, pay all bills so authorized, present a financial statement every six months, close accounting by August 31, and prepare an annual report as of that date. He/she shall present this report to the membership for acceptance at the Annual Meeting. In the absence of the Treasurer a member of the Board of Directors shall have the authority to perform all the duties of the Treasurer.

7. The Netherlands Society will indemnify and hold harmless any Netherlands Society Officer or member of the Board of Directors, past or present, from and against all claims and liability to which any such person shall become subject by reason of his/her having been an Officer or Member of the Board of Directors to include any judgment, decree, fine and reasonable attorney fees as judged reasonable by the Netherlands Society Board of Directors, providing such liability is not the result of charges involving willful misconduct, fraud or wanton negligence and the Officer or Board Member is adjudged guilty of such charges.

ARTICLE V - ELECTION OF DIRECTORS

The Board of Directors shall nominate a number of candidates from among the members of the Society, and as provided under ARTICLE Ill, at least equal to the number of Board Members whose terms of office is about to expire. Further candidates may be nominated by a petition to the Board of Directors, duly signed by no less than ten (10) members at least four weeks before the election.
In case the number of duly nominated candidates exceeds the number of vacant positions, members of the Board of Directors shall be elected by plurality favorable vote through a secret ballot to be prepared as directed by the Board of Directors and furnished by mail to each member no later than June 1. Marked and sealed ballots are to be returned to the Board of Directors by mail or otherwise on or before the following June 15. Ballots will be opened by a Committee of three appointed by the Board.
Directors will serve for a period of two years beginning at the conclusion of the Annual Meeting following their election. They may be re-elected.

ARTICLE VI- COMMITTEES

The Board of Directors may create an Advisory Committee, to which the president may appoint any person with a special interest in the work of the Society or who can contribute to its program. The role of such a Committee shall be solely advisory to the Board of Directors.
The Board of Directors may create as many special Committees as it deems advisable and shall specify the duties and the functions of all committees thus created. The President shall appoint Chairpersons of such committees.
The President shall be an ex-officio member of all committees, to which he/she is not regularly appointed, unless provided otherwise in the Bylaws.

ARTICLE VII- ANNUAL MEETING

The Annual Meeting of the Society shall be held in September each year, the time and place to be determined by the Board of Directors. The business of the meeting shall be to receive reports of Officers and Committees and to install Directors elected as provided in ARTICLE V.
Special meetings of the Society may be called by the President with the approval of the Board of Directors, or by a majority of the Board of Directors.
Due notice of any meeting shall be given as provided by the Bylaws.
Duly registered members are eligible to vote on all business of any Annual or Special meetings. Each member shall have one vote at all membership meetings.
Twenty members eligible to vote shall constitute a quorum for the transaction of business at any meeting of the Society.

ARTICLE VIII- OFFICIAL PUBLICATION

The newsletter shall be the official publication of the Society.
The newsletter shall be sent, without special fees to all members.
The newsletter may be used as the sole means of notice to members as provided in the Bylaws.

ARTICLE IX - DUES

Annual dues for membership shall be payable on September 1, covering the ensuing 12 month period. The amount shall be determined by the Board of Directors.
When necessary, the Board of Directors may solicit contributions to defray the expenses of special projects deemed worthy of the support of the Society.

ARTICLE X - AMENDMENTS

Amendments to these Bylaws may be proposed by the Board of Directors or by petition from no less than ten (10) members presented in writing to the Board of Directors.
Proposals for amendments shall be submitted to the membership of the Society in writing no less than ten (10] days prior to the next Annual or Special Meeting.
The adoption of any amendment shall require an affirmative vote of two thirds of the voting members.

ARTICLE XI- PARLIAMENTARY PROCEDURE

Except as otherwise provided in these Bylaws, any question of parliamentary order arising in the course of the conduct of the Annual Meeting, Special Meeting and the meetings of all duly constituted committees of the Society shall be resolved pursuant to the latest, revised edition of Robert's Rules of Order.