BYLAWS

OF

TRI-CITY FREETHINKERS

 

ARTICLE I

PURPOSES

 

Section 1. Nature of Corporation. The Tri-City Freethinkers, a nonprofit organization formed under RCW Chapter 24.03, is organized and shall be operated in accordance with the meaning and provisions of Section 501(c)(3) of the Internal Revenue Code and the regulations issued thereunder.

Section 2. Primary Purposes. The Tri-City Freethinkers is organized for the purpose of providing community, support, education, and advocacy for nonreligious community members in the greater Tri‑City area.

 

ARTICLE II

BOARD OF DIRECTORS

Section 1. General Powers. The Board of Directors shall have the general power to manage and control the affairs and property of the Tri-City Freethinkers, and shall have full power, by majority vote, to adopt rules and regulations governing the action of the Board of Directors.

Section 2. Number, Election, and Term of Office. The Board of Directors shall consist of five (5) members. Elections for the positions of President and Treasurer shall be held in even-numbered years. Elections for the positions of Vice President, Secretary, and At-Large Director shall be held in odd-numbered years. A call for nominations shall be issued no later than the first Sunday of January. The nominations shall be posted on the organizational website and wherever else the Board deems appropriate no later than the third Sunday of January. Elections shall be by the date of or during the annual meeting, to be held no later than the third Sunday of February. Nomination and voting rights shall be restricted to dues-paying members who are current on said dues. Eligible members must be present to vote if the vote is held at the meeting, or must vote via a secure invitation, if the vote is held electronically. Election to the Board of Directors shall be by majority vote. Each Director shall hold office for a term of two (2) years and thereafter until his or her successor is elected and qualified. Elected members of the Board of Directors shall assume their duties effective March 1st.

Section 3. Officers. The Board of Directors will consist of a President, Vice President, Secretary, Treasurer, and such other officers as it may consider appropriate with such duties as it may prescribe. The Board of Directors may also preserve the position of Past President.

Subsection A. President. The President shall supervise and control all of the business and affairs of the Tri‑City Freethinkers. He or she may sign, with the Treasurer or any other proper Officer of the Tri-City Freethinkers authorized by the Board of Directors, any contracts or other instruments or documents which the Board of Directors has authorized to be executed, and he or she shall perform all such other duties as may be prescribed by the Board of Directors from time to time.

Subsection B. Vice President. The Vice President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter. In the event the death, resignation, or removal of the President, the person who serves as Vice President shall assume the office of President and shall perform all such other duties as may be prescribed by the Board of Directors from time to time.

Subsection C. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors; see that all notices are duly given in accordance with the provisions of the Bylaws or as required by law; be custodian of the organizational records; and perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

Subsection D. Treasurer. The Treasurer shall be responsible for all funds and securities of the Tri-City Freethinkers; receive and give receipts for monies due and payable to the Tri-City Freethinkers and deposit all such monies in the name of the Tri-City Freethinkers in such banks or other depositories as shall be selected in accordance with the provisions of the Bylaws; and perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

Subsection E. Past President. The Past President, if such is designated, will act as advisor. The term of office shall last no longer than one (1) year from the date of the assumption of duties by the new President.

Section 4. Vacancies. Any vacancy occurring on the Board of Directors prior to the expiration of a term shall be filled by such person as shall be elected by the remaining members of the Board of Directors. A Director so elected to fill a vacancy shall hold office for the unexpired term of his or her predecessor in office.

Section 5. Annual and Regular Meetings. The Board of Directors shall hold an annual meeting no later in the calendar year than the third Sunday of February. The Board of Directors may, by resolution, prescribe the time and place of any other meetings.

Section 6. Quorum and Proxies. A majority of the total number of Directors in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if fewer than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 7. Informal Action. Any action may be taken without a meeting of the Directors if consent via email setting forth the action so taken shall be agreed to by all of the Directors.

Section 8. Resignation; Removal. (a) A Director may resign from the Board of Directors at any time by giving notice of his or her resignation in writing or by email addressed to the President or Secretary of the Tri-City Freethinkers or by presenting a written resignation at any meeting of the Board of Directors. (b) Except as otherwise provided by law, at any meeting of the Board of Directors called expressly for that purpose, any Director may be removed, with or without cause, by the vote of a majority of the Directors then in office.

 

ARTICLE III

COMMITTEES

Section 1. Purposes. The Board of Directors may establish such regular or ad hoc committees to assist it in the performance of its duties as it considers appropriate.

Section 2. Committee Chairs. The President may designate a committee organizer as interest or need arises. The organizer may, in turn, appoint a Chair and a Co-Chair, as desired, and such other officers as may be efficacious.

Section 3. Vacancies. Vacancies in the membership of any committee may be filled by the Board of Directors.

Section 4. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at the meeting at which a quorum is present shall be the act of the committee.

Section 5. Rules. Each committee may adopt rules for its own government not inconsistent with the Bylaws or with rules adopted by the Board of Directors.

Section 6. Powers. Each regular committee shall have such powers as the Board of Directors may grant it consistent with law, the Articles of Incorporation, and the Bylaws.

 

ARTICLE IV

MEMBERSHIP

Section 1. Eligibility for Membership. Eligibility for voting membership shall be open to any current resident in the greater Tri-City area who supports the Primary Purposes statement in Article I, Section 2. Membership is granted after acceptance of a membership application and payment of annual dues.

Section 2. Membership Dues. The amount required for dues shall be $30 annually per individual, or $50 annually per couple, unless changed by a majority vote of the members at a special or annual meeting open to the full voting membership. Membership is active for one year from the date of acceptance of membership application and payment of dues. Continued benefits of membership are contingent upon remaining current on dues.

Section 3. Benefits of Membership. In addition to the privilege of voting, dues-paying members are exempt from paying certain fees for special events. Other fees and merchandise may be discounted and additional benefits may be offered as the Board deems appropriate.

Section 4. Authorized Activities. No member of the Tri-City Freethinkers shall initiate any activity in the name of the Tri-City Freethinkers not clearly consistent with its aims and purposes, nor without the approval of at least one of the members of the Board of Directors.

Section 5. Resignation and Termination. Any member may resign by filing a written resignation with the Secretary. Resignation shall not entitle any member to a refund of dues paid. A member can have membership terminated by a majority vote of the Board.

Section 6. Non-Voting Membership. The Board of Directors shall have the authority to establish and define non-voting categories of membership.

 

ARTICLE V

MEETINGS

Section 1. The dates, times, and locations of the meetings shall be set by a member of the Tri‑City Freethinkers Board of Directors and/or committee chair(s), as appropriate.

Section 2. Notice. Notice of each meeting shall be given via the Tri-City Freethinkers website and/or via social media platforms and/or via email, as appropriate.

 

ARTICLE VI

DISSOLUTION OF THE ORGANIZATION

Section 1. The organization may be dissolved by a majority vote of the Board of Directors, following a 2/3 majority vote of the voting membership in favor of such dissolution.

Section 2. In the event of such a decision to dissolve the organization, the President shall be charged with ensuring all accounts, memberships, and other relationships of the organization are appropriately closed, canceled, and nullified.

Section 3. In the event of such a decision to dissolve the organization, the Treasurer shall be charged with paying any debts or other monetary obligations which are pending. Upon the successful retirement of all such debts and obligations, a report shall be made to the Board. Any remaining monies shall be donated to the organization American Atheists.

 

ARTICLE VII

AMENDMENTS TO BYLAWS

The Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by majority vote of the Board of Directors present at any annual, regular, or special meeting if at least fifteen (15) days written notice is given of intention to alter, amend, or repeal the Bylaws or to adopt new Bylaws at such meeting.