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FRIENDS OF THE EASTERN CARIBBEAN, INC.
BY-LAWS As Amended March 14, 2006
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Artic1e 1 - General
1.1 Corporate Name
The name of this organization shall be Friends of the Eastern
Caribbean, Incorporated, hereinafter referred to as "the
Corporation".
1.2 Corporate Office
The principal office of the Corporation shall be located at 51
Tongorekill Rd.
Olivebridge, NY 12461-5507. The mailing address shall be the same.
1.3 Corporate Seal
The corporate seal, if any, shall consist of a circular die bearing the
name of the Corporation and such other device or inscription as the Board
of Directors may determine. The form of the seal may be changed by vote of
the Board of Directors.
1.4 Voluntary Service/Remuneration
Holding an office or directorship in the Corporation is strictly
voluntary, without remuneration. No member shall be precluded from serving
the Corporation in any other capacity and compensated for any such
services.
Article 2 - Purpose
2.1 The purpose of the Corporation is to develop a newsletter to
provide Returned Peace Corps Volunteers and other interested parties with
information about countries in the Eastern Caribbean; to develop contacts
with those countries; to participate in projects which will benefit the
people of those countries; to provide a network for Eastern Caribbean
RPCV's; to provide support for PCVs on their way to the Eastern Caribbean;
to help carry out the third goal of Peace Corps, "to bring the world
back home"; to help support the National Peace Corps Association.
2.2 The Corporation shall accomplish its purpose by:
1. maintaining communications by way of periodic informational
publications, mailings and open meetings with the membership so as to
facilitate the exchange of information and ideas amongst them and between
the membership and the public at large.
2. maintaining an office to serve as a central location for information
of interest to the membership.
3. organizing, publicizing and conducting meetings, symposia and
special events relating to Peace Corps activities, accomplishments and
experiences.
4. engaging in such other activities as the Corporation from time to
time determines shall further its goals.
Article 3 - Relationships
3.1 Relationships
The Corporation shall consist of Members and Associates. Both shall have
the right to vote at all Annual and Special Meetings of the Corporation,
and ballot elections but only Members can be voting members of the Board
of Directors.
3.2 Eligibility
Any person shall be eligible to be either a member or associate upon
meeting the qualifications and payment of the prescribed fee.
3.3 Rights
All members and associates shall have the right to attend all Annual
Meetings and Special Meetings of the Corporation, and to vote in all
elections.
3.4 Voting
All members and associates at an Annual Meeting or Special Meeting of the
Corporation shall have one (1) vote for each issue presented at any such
meeting requiring the action of the members and associates, and one vote
in any election or vote on an issue by ballot.
3.5 Qualifications and Fees
The qualifications for being a member or associate and related annual fees
shall be determined by the Board of Directors.
3.6 Privileges
The privileges of members and associates shall be fixed from time to time
by the Board of Directors.
Article 4 - Board of Directors
4.1 Composition. Powers. and Authority
The business, property and affairs of the Corporation shall be managed by
a seven member Board of Directors. The Board of Directors shall exercise
all the powers of the Corporation except such powers as are specifically
conferred by law or under these by-laws upon the members.
4.2 Election
Directors shall be elected by a majority vote of the members and
associates.
Nominations to the Board shall be solicited by mail to all members and
associates of the Corporation. If a sufficient number of candidates are
not in this way nominated, the Board shall appoint a nomination committee
to solicit additional candidates.
All elections and all votes of members and associates of the Corporation
shall be by ballot mailed to each current member and associate of the
Corporation. The seven candidates receiving the most votes shall be
elected to the Board. There shall be no minimum response rate of written
ballots from members and associates of the Corporation required for an
election or a vote of members and associates of the Corporation to be
valid.
Elections shall be held annually. Each Board member elected by an annual
election shall take office two weeks after the election is concluded and
the votes are counted.
4.3 Term
Directors shall be elected for a term of two years plus such time until a
qualified successor is duly chosen and elected.
4.4 Removal
Any Director may be removed for a cause by a three-quarter vote of the
members and associates present at any Special Meeting of the members and
associates duly called for that purpose, provided that a successor is
elected at the same meeting, by a majority vote of the members and
associates present, to complete the term of the Director removed.
4.5 Meetings
The Board of Directors shall meet as often as necessary to carry out its
business and responsibilities, and in no event, less than twice annually.
Meetings of the Board of Directors shall be presided over by the
President, or in the absence of the President, the Vice-President. Notice
of such meetings shall be given to all members and associates of the Board
of Directors by the Clerk in any reasonable manner and within a reasonable
time.
4.6 Quorum
A majority of the number of Board members fixed pursuant to these by-laws
shall constitute a quorum for the transaction of business or affairs at
any meeting of the Board of Directors.
4.7 Manner of Acting
The act of the majority of Board members present at any meeting at which a
quorum is present shall be the act of the Board of Directors.
4.8 Vacancies
A vacancy occurring in the unexpired term of any member of the Board of
Directors, except a vacancy as a result of removal, may be filled by a
majority vote of a quorum of the Board of Directors. A Director elected to
fill a vacancy shall serve for the remaining unexpired term of office. The
Board of Directors shall have and may exercise all of its powers
notwithstanding the existence of one or more vacancies in its number,
provided that at least two Directors are in office.
4.9 Committees
The Board of Directors may designate one or more committees including, if
the Board of Directors shall so determine, an Executive Committee.
4.10 Special Meetings
Special meetings of the Board of Directors may be called by the President
or any two Directors. Written notice of such a meeting outlining the
reason(s) for the meeting must be sent by mail to all members and
associates of the Board of Directors at least seven (7) days prior to the
meeting.
4.11 Action without a meeting
Any action required or permitted to be taken at a meeting of the Board of
Directors may be taken without a meeting if a consent in writing, setting
forth the action to be taken, shall be signed by a majority of the
Directors entitled to vote with respect to the subject matter thereof.
Such written actions shall become part of the minutes of the Corporation.
Article 5 - Officers
5.1 Composition
The officers of the Corporation shall consist of a President, Vice
President, Treasurer, and Clerk.
5.2 Election
Officers shall be elected by a majority vote of the board at the first
meeting of the board following the annual election.
5.3 Term
Officers shall be elected for a term of one (1) year plus such time until
a qualified successor is duly chosen and elected.
5.4 Removal
Any officer may be removed for cause by a three-quarters vote of the
members present at any Special Meeting of the members and associates duly
called for that purpose, provided that a successor is elected at the same
meeting; by a majority vote of the members present, to complete the term
of the Director removed.
5.5 Vacancies
A vacancy occurring in the unexpired term of an Officer, except a vacancy
as a result of removal, may be filled by a majority vote of a quorum of
the Board of Directors. An Officer elected to fill a vacancy shall serve
for the remaining unexpired term of office and shall perform duties,
incident to the office filled, under the supervision of the Board of
Directors.
5.6 Duties of the President
The president shall be the Chief Executive Officer of the Corporation and,
subject to the directions of the Board of Directors, shall generally
supervise and control the business and affairs of the Corporation and in
general perform all duties incident to the Office of the President and
such other duties as may be assigned from time to time by the Board of
Directors. The President shall preside at all meetings of the Corporation,
shall be Chair of the Board of Directors, and shall be an ex-officio
member of all committees.
5.7 Duties of the Vice President
The Vice President shall in general perform all duties incident to the
Office of the Vice President and such other duties as from time to time
may be assigned by the President or the Board of Directors. In the absence
of the President, the Vice President shall perform the duties of the
President and when so acting, shall have all the powers of and be subject
to all the restrictions upon the president.
5.8 Duties of the Treasurer
The Treasurer shall have charge and custody of and be responsible for all
funds and securities of the Corporation; receive and give receipts for
monies due and payable to the Corporation from any source; deposit all
monies of the Corporation in a special account for the Corporation in such
banks or depositories as shall be selected by the Board of Directors; sign
all checks (checks in excess of $300.00 must be countersigned by another
officer); and in general perform all duties incident to the Office of the
Treasurer and such other duties as from time to time may be assigned by
the President or the Board of Directors.
5.9 Duties of the Clerk
The Clerk shall preserve in books of the Corporation the true and accurate
minutes of the proceedings therein. Prior to each meeting of the
Corporation, the Clerk shall compile an accurate list of the members of
the Corporation, shall keep in custody the seal of the Corporation, if
any, and shall have the authority to affix the same to all instruments
wherever its use is required. The Clerk shall give all notices required by
law, these by-laws, or resolution. The Clerk shall in general perform all
duties incident to the Office of the Clerk and such other duties as from
time to time may be assigned by the President or the Board of Directors.
Article 6 -Meetings of the Members and Associates
6.1 Annual Meeting
The Annual Meeting of the Board of Directors, members and associates of
the Corporation shall be held for the purpose of determining the
activities of the Corporation for the following year, and for the purpose
of voting on such other matters presented to the members and associates as
required by these by-laws.
6.2 Special Meetings
Special Meeting of the members and associates may be called by the
president or any two Directors.
6.3 Notice
A written or printed notice of any Annual or Special Meeting of the
members and associates, stating the place, date, hour and purpose thereof,
shall be mailed to each member and associate of the Corporation by the
Clerk at least eight (8) weeks prior to such meeting. The mailing address
of each member shall be that which appears on the books of the
Corporation.
6.4 Quorum
A quorum of the members and associates shall be those members and
associates who attend a duly called Annual or Special Meeting of the
members and associates.
6.5 Vote of Majority
Unless otherwise specifically stated elsewhere in these by-laws, in which
case such express provision shall prevail, a vote of a majority present at
any Annual or Special Meeting of the members and associates shall decide
any question.
6.6 Proxy
There shall be no proxy voting in any Annual or Special Meeting of the
members and associates.
6.7 Reports
The Clerk shall disseminate to the members and associates timely reports
of actions taken at any Annual or Special Meetings of the members and
associates, and of Meetings of the Board of Directors.
Article 7 - Amendment of By-laws
7.1 These by-laws may be altered, amended, or repealed, in whole or in
part, by vote of a majority of the Directors then in office, except with
respect to any provision thereof which by law, the Articles of
Organization, or these by-laws requires action by the members and
associates. Notice thereof stating the substance of such change shall be
given to all members and associates. The members and associates may alter,
amend, or repeal any by-laws adopted by the Directors or otherwise, or
adopt, alter, amend, or repeal any provision which by law, the Articles of
Organization, or these by-laws required action by the members and
associates. These by-laws may be amended by a majority affirmative written
vote of those members and associates of the Corporation who return the
written vote or ballot.
Article 8- Execution of Instruments
8.1 Authorization
The Board of Directors may authorize any Officer or agent to enter into
any contract or to execute and deliver any instrument in the name and on
behalf of the Corporation and no evidence of indebtedness shall be issued
in its name unless authorized by the Board of Directors, and such
authority may be general or confined to specific instances.
8.2 Disbursements
All checks, drafts, or other orders for the payment of money and all notes
or other evidence of indebtedness issued on behalf of or in the name of
the Corporation shall be signed by such Officer or Agent of the
Corporation and in such manner as shall from time to time be determined by
the Board of Directors or specified in these by-laws.
8.3 Deposits
All funds of the Corporation not otherwise employed shall be deposited to
the credit of the Corporation in such banks or other depositories as the
Board of Directors may select.
Article 9 - Waiver of Notice
9.1 Whenever any notice is required to be given to any Director of the
Corporation under the provisions of these by-laws or under the provisions
of the Articles of Organization or under the provisions of law, 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
equivalent to the giving of such notice.
Article 10 - Corporate Employees/Consultants
10.1 The Board of Directors may from time to time employ or appoint as
a consultant any person on a full time or part time basis. The Board of
Directors may fix reasonable compensation for such personnel so employed
or appointed.
Article 11 - Fiscal Year
11.1 The fiscal year of the Corporation shall be January 1 through
December 31.
Article 12 - Disposition of Assets upon Liquidation or Dissolution
12.1 Upon liquidation or dissolution of the Corporation, after payment
of all the liabilities of the Corporation or due provision therefor, all
of the assets of the Corporation shall be disposed of to one or more
organizations exempt from taxation under the provisions of Section 501(c)
(3) of the Internal Revenue Code of 1954, as now in force or hereafter
amended, or corresponding provisions of any subsequent Federal tax laws.
Such donee organization(s) and allocation(s) thereto shall be as
determined by the Board of Directors of the Corporation. .
In witness to the above Amended By-Laws are the names and addresses of
the Directors of the Corporation on March 14th 2006.
Fred Artus
1168 E
Cochise Drive
Phoenix, AZ 85020
Jac Conaway
51
Tongorekill Rd.
Olivebridge, NY 12461-5507
Rahiel
Elaine Johnson Housey
700
Dequindre St.
Hamtramck, MI 48212
Nancy
Murdock
PO Box 3283
Santa Barbara, CA 93130
Hank
Scheinost
27879
Pelican Lake Rd.
PO Box 27
Merrifield MN 56465-0027
Della
Thompson
840 Hamlet
Ln. Apt B2
Westlake OH 44145-1672
Jon
Weintraub
4821
Montgomery Lane
Bethesda, MD 20814
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