Article I. Name of Organization
The name of the corporation is “Romanians of Washington, DC” for short, “Romanians of DC” and shall be called referred from to herein as the “Corporation”.
Article II. Corporate Purpose
Section 1. Nonprofit Purpose
This Corporation has been formed pursuant to the laws of the District of Columbia as a public benefit corporation. This corporation is organized exclusively for charitable, cultural, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that seeks to qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Romanians of DC is a non-political, non-religious organization.
Section 2. Specific Purpose
The Romanians of DC works to bring together the Romanians and Moldovans living in the greater Washington, DC area and to promote Romanian culture and traditions to a wider American audience.
The specific and primary purposes of this organization shall be:
- To actively work towards building a united and coherent Romanian-American community in and around the Washington, DC area and more broadly in the United States;
- To organize and promote cultural activities that help encourage and preserve Romanian culture and traditions;
- To facilitate cultural and social interaction with a wider American public;
- To foster an interest and appreciation amongst the American public for the culture, traditions and history of Romania and the Republic of Moldova and of Romanians elsewhere in the world;
- To support a democratic and free future for Romania and the Republic of Moldova; and
- To identify and promote the aspirations, concerns, and interests of the Romanian-American community.
Article III. Principal Office
Section l. Location of Principal Office
The principal office of the Corporation will be located within the District of Columbia. The Board of Directors shall designate the specific location and may change the location of the principal office by resolution.
Article IV. Membership
Section 1. Membership Categories
The Corporation shall have two types of members: Voting Members consisting of the members of the Board of Directors and Non-Voting Members consisting of members of the Advisory Council and individuals who live in and around the greater Washington, DC area (DMV). The board shall have the authority to establish and define other non-voting categories of membership.
A non-voting member is considered any individual who requests to join the Corporation’s membership and mailing list. Both voting and non-voting members shall receive the Corporation’s Newsletter and other public mailings.
Section 2. Dues
Non-voting members will not be required to pay dues. Membership dues for voting members for one year will be $300, unless changed by a majority vote of the members at an annual meeting of the corporation.
Continued membership for voting members is contingent upon being up-to-date on membership dues. The annual dues will be required of all voting members who join and will be due by January 31 of each calendar year or immediately after joining if that date falls after the regular due date. No contribution credit shall be given for in-kind donations.
Section 3. Rights and Responsibilities
Non-voting members will have no rights or responsibilities to participate in the activities of the Corporation. Voting members have the following rights:
- He/she may be heard during the General Meeting, propose resolutions during the General Meeting and may vote either in person or by proxy at the General Meeting.
- He/she or his/her agent or attorney may inspect the Corporation’s minutes, books and records for any proper purpose at any reasonable time.
A Voting Member has the following responsibilities:
- He/she shall pay the annual dues;
- He/she shall attend the Annual Meeting and other Special Meetings as defined in Article V, Section4 and
- He/she shall participate in the activities of the Corporation and support the decisions made by officers of the Corporation.
Section 4. Resignation and Termination
The Corporation may terminate the membership of an individual member if:
- He/she withdraws from the Corporation;
- He/she fails to pay his/her dues, but only after he/she is notified in writing by the Secretary of termination of his/her membership unless he/she submits his/her dues; or
- The Board of Directors removes him/her for cause after an appropriate hearing.
Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued.
Section 5. Honorary membership
Any individual may be recommended for honorary membership in the corporation by an officer or director of the Corporation. Such an individual shall be a person highly respected in the community and of considerable accomplishment in his/her respective career or profession. The Board of Directors may accept an individual as an honorary member by a majority vote. Honorary members may receive a certificate of Honorary membership from the corporation in recognition of their status.
Article V. Board Of Directors
Section 1. General Powers
The affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Corporation. Directors need not be residents of the District of Columbia. Subject to the limitations expressed in Article VI the Board may delegate the management of the activities of the Corporation to any person or persons or committee, provided that notwithstanding any such delegation the activities and affairs of the Corporation shall continue to be managed and all Corporate powers shall continue to be exercised under the ultimate direction of the Board.
Section 2. Number, Tenure, Requirements, and Qualifications
The number of Executive Directors shall be fixed from time-to-time by the Board of Directors but shall consist of no less than three (3) nor more than fifteen (15) always odd numbers including the following officers: the President, the first Vice-President, second Vice-President, the Secretary, and the Treasurer. All slots do not have to be filled.
The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All members of the Board of Directors must be approved by a majority vote of the members present and voting. No vote on new members of the Board of Directors shall be held unless a quorum of the Board of Directors is present as provided in Section 6 of this Article.
The term of office of all members of the Board shall be three years. A member of the Board may serve no more than three consecutive terms. Exceptions to this rule may be approved by a vote of a majority of the Board of Directors at the Annual Meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.
Each member of the Board of Directors shall be a member of the Corporation whose membership dues are paid in full and shall hold office for up to a three-year term as submitted by the nominations committee.
Section 3. Regular and Annual Meetings
An annual meeting of the Board of Directors shall be held at a time and day in the month of September of each calendar year and at a location designated by the Executive Committee of the Board of Directors. The Board of Directors may provide by resolution the time and place, for the holding of regular meetings of the Board. Notice of these meetings shall be sent to all members of the Board of Directors no less than ten (10) days, prior to the meeting date.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any location, as the place for holding any special meeting of the Board called by them.
Section 5. Notice
Notice of any special meeting of the Board of Directors shall be given at least ten (10) days in advance of the meeting by telephone, facsimile or electronic methods or by written notice. Any Director may waive notice of any meeting. The attendance of a Director at any 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 meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.
Section 6. Quorum
The presence, in person or remotely via conference call or internet, of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.
Section 7. Forfeiture
Any member of the Board of Directors who fails to fulfill any of his or her requirements as set forth in Section 2 of this Article by September 1st shall automatically forfeit his or her seat on the Board. The Secretary shall notify the Director in writing that his or her seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy. Members of the Board of Directors who are removed for failure to meet any or all of the requirements of Section 2 of this Article are not entitled to vote at the annual meeting and are not entitled to the procedure outlined in Section 13 of this Article in these by-laws.
Section 8. Vacancies
Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting. Vacancies may be created and filled according to specific methods approved by the Board of Directors.
Section 9. Compensation
Members of the Board of Directors shall not receive any compensation for their services as Directors.
Section 10. Informal Action by Directors
Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Directors following notice of the intended action to all members of the Board of Directors.
Section 11. Advisory Council
An Advisory Council may be created whose members shall be confirmed or elected by the members of the Board of Directors annually but who shall have no duties, voting privileges, nor obligations for attendance at regular meetings of the Board. Advisory Council members may attend said meetings at the invitation of a member of the Board of Directors. Elected members of the Advisory Council shall possess the desire to serve the community and support the work of the Corporation by providing advice, expertise and professional knowledge.
An Advisory Council may be created for specific programs and activities, as deemed necessary by the Board of Directors and shall be active for the duration of the specific project for which was created.
Section 12. Parliamentary Procedure
Any question concerning parliamentary procedure at meetings shall be determined by the President by reference to Robert’s Rules of Order.
Section 13. Removal
Any member of the Board of Directors or members of the Advisory Council may be removed with or without cause, at any time, by vote of three-quarters (3/4) of the members of the Board of Directors if in their judgment the best interest of the Corporation would be served thereby. Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Board of Directors shall automatically be removed from office.
Members of the Board of Directors who are removed for failure to meet the minimum requirements in Section 2 of this Article in these by-laws automatically forfeit their positions on the Board pursuant to Section 7 of this Article, and are not entitled to the removal procedure outlined in Section 13 of this Article.
Article VI. Officers
The officers of this Board shall be the President, the first Vice-President, second Vice-President, Secretary and Treasurer. All officers must have the status of active members of the Board.
Section 1. President
The President shall preside at all meetings of the membership. The President shall have the following duties:
- He/She shall preside at all meetings of the Executive Committee.
- He/She shall have general and active management of the business of this Board of Directors.
- He/She shall see that all orders and resolutions of the Board of Directors are brought to the Board of Directors.
- He/She shall have general superintendence and direction of all other officers of this corporation and see that their duties are properly performed.
- He/She shall submit a report of the operations of the program for the fiscal year to the Board of Directors and members at their annual meetings, and from time to time, shall report to the Board all matters that may affect this program.
- He/She shall be Ex-officio member of all standing committees and shall have the power and duties usually vested in the office of the President.
Section 2. Vice-Presidents
The Vice-Presidents shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter or when designated. The Vice-Presidents’ duties are:
- He/She shall have the duty of chairing their perspective committee and such other duties as may, from time to time, be determined by the Board of Directors.
Section 3. Secretary
The Secretary shall attend all meetings of the Board of Directors, the Executive Committee, and of the Advisory Council and will act as a clerk thereof. The Secretary’s duties shall consist of:
- He/She shall record all votes and minutes of all proceedings in a book to be kept for that purpose. He/She in concert with the President shall make the arrangements for all meetings of the Board of Directors, including the annual meeting of the organization.
- Assisted by a staff member, he/she shall send notices of all meetings to the members of the Board of Directors and of the Advisory Council and shall take reservations for the meetings.
- He/She shall perform all official correspondence from the Board of Directors as may be prescribed by the Board or the President.
Section 4. Treasurer
The Treasures duties shall be:
- He/She shall maintain a complete and accurate report of the finances of the corporation according to generally accepted accounting principles
- He/She shall present the financial report the Annual Meeting, at other meetings of the Board of Directors or of the Executive Committee, or at any other time upon request to the Board of Directors.
- He/She shall prepare annual reports submitted to the board showing income, expenditures, and pending income.
- He/She shall ensure that the financial records of the organization are public information and that are made available to the board members, advisory council members, and the public.
- He/She shall perform such other duties as may be prescribed by the Board of Directors or the President under whose supervision he/she shall be.
Section 5. Election of Officers
Candidacies and nominations for officers positions shall be made or received from the floor during the annual meeting of the Board of Directors. Those officers elected shall serve a term of one (1) year, commencing immediately after the election and until the following annual meeting.
Section 6. Removal of Officer
The Board of Directors with the concurrence of 2/3 of the members voting at the meeting may remove any officer whenever in its judgment the action serves the best interests of the Corporation. No officer of the Board of Directors shall be expelled without an opportunity to be heard and notice of such motion of expulsion shall be given to the member in writing ten (10) days prior to the meeting at which motion shall be presented, setting forth the reasons of the Board for such expulsion.
Section 7. Vacancies
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Article VII. Committees
Section 1. Committee Formation
The Board of Directors may create committees as needed, such as events, fundraising, communication and public relations, etc. The Board of Directors appoints all committee chairs who can be both voting and non-voting members of the Corporation. The Board of Directors may designate additional persons as members of such committees. But the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, or any responsibility imposed on it or him by law.
Section 2. Executive Committee
The Board of Directors shall designate an Executive Committee made up of three members, selected from amongst its members, plus the Chairman of the Board and the President both of whom may participate in the deliberations of the EC and are entitled to vote. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board. Three members of the executive committee shall constitute a quorum for conducting business and voting by proxy is hereby authorized.
Article VIII. Books And Records
The corporation shall keep correct and complete books and records of account and minutes of the proceedings of the Board of Directors and shall keep at the principal office a record giving the names and addresses of the members entitled to vote.
All books and records of the corporation may be inspected by any voting member, or his/her agent or attorney for any proper purpose at any reasonable time.
Article IX. Amendments
Section 1. Articles of Incorporation
The Articles may be amended in any manner at any regular or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each director at least three days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five days if delivered by mail. As required by the Articles, any amendment to Article III or Article VI of the Articles shall require the affirmative vote of all directors then in office. All other amendments of the Articles shall require the affirmative vote of an absolute majority of directors then in office.
Section 2. Bylaws
The Board of Directors may amend, alter, repeal or add new articles to these Bylaws by majority vote of the directors in office at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each director at least 10 (ten) days (unless otherwise required by law) prior to the scheduled day of the meeting.
Article X. Miscellaneous Provisions
Section l. Rules of Order
The provisions of the current edition of the Rules of Order shall control any procedures not herein provided for, as long as it is not inconsistent with the law governing non-profit corporations, the articles of incorporation or these bylaws.
Section 2. Gifts
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purpose of the Corporation.
ADOPTED AND APPROVED by the Board of Directors on this 22nd day of November, 2020.