Bylaws

Preamble 

  • These bylaws are adopted on 08/01/2025 by the Board of Directors of Seattle Belarusians pursuant to the Washington Nonprofit Corporation Act, RCW 24.03A, and Internal Revenue Code Section 501(c)(3). 

Article I: Name and Purpose 

Section 1.01 Name 

The legal name of the nonprofit organization shall be Seattle Belarusians, further referred to as “Organization” in these bylaws. 

Section 1.02 Purpose 

The Organization is incorporated exclusively for educational, cultural, and charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Specifically, the purposes for which this Organization is formed are: 

  1. To promote, popularize, preserve, and celebrate Belarusian culture, traditions, history, and language for the benefit of the public in the Greater Seattle Area, the State of Washington, the USA, and globally. 
  1. To provide a welcoming platform for individuals united by a shared appreciation for Belarusian culture and heritage to gather, exchange, and engage in cultural and educational initiatives. 
  1. To organize local events and support national and international initiatives that further the outreach of Belarusian culture. 

No part of the net earnings of the Organization shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons, except that the Organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this Section. Notwithstanding any other provision of these bylaws, the Organization shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code. 

Section 1.03 Principal Office 

The Organization is registered at [7241 185TH AVE NE # 393, REDMOND, WA, 98073, UNITED STATES] 

Article II: No Membership 

Section 2.01 No Members 

The Organization shall have no members as defined by RCW 24.03A. This structure is consistent with the Organization’s Articles of Incorporation, which do not provide for members. All the corporate powers are vested in, and exercised by, the Board of Directors. 

Article III: Board of Directors 

Section 3.01 General Powers 

The affairs of the Organization shall be managed solely by its Board of Directors. (Ref: RCW 24.03A.490) 

Section 3.02 Number of Directors 

The Board of Directors shall consist of no fewer than three (3) directors. The exact number of directors shall be determined from time to time by resolution of the Board of Directors, provided that there shall be no maximum number. (Ref: RCW 24.03A.505) 

Section 3.03 Qualifications 

Each Director shall meet the following qualifications: 

  1. The Director’s primary residence must be within the State of Washington. 
  1. The Director must be committed to and actively support the purposes of the Organization as set forth in Article I, Section 1.02. 
  1. No director shall be the spouse or a direct relative (parent, child, sibling) of another director currently serving on the Board of Directors. This restriction applies to individuals related by blood, marriage, or domestic partnership. 

Section 3.04 Election and Term of Office 

Directors shall be elected by the affirmative vote of a majority of the directors then in office at a regular meeting of the Board of Directors, or at a special meeting called for that purpose. Each director shall serve for a term of five (5) years and until their successor is duly elected and qualified, or until their earlier resignation, removal, or death. To ensure continuity, the terms of directors shall be staggered so that no more than half of directors are elected in one calendar year. To enable term staggering, the Board may schedule extraordinary elections to re-elect directors who have not yet completed their full term, provided the consent of such directors to be re-elected. The purpose of these extraordinary elections is solely to align director terms for staggering. (Ref: RCW 24.03A.515-520) 

Section 3.05 Resignation and Removal 

  1. Resignation: A director may resign at any time by delivering written notice to the Organization. Such resignation shall be effective upon receipt of the notice by the Organization, or at a later time as specified in the notice. Acceptance of the resignation shall not be necessary to make it effective. (Ref: RCW 24.03A.525) 
  1. Removal: Any director may be removed, with or without cause, by the affirmative vote of majority of the directors then in office, at any regular or special meeting of the Board of Directors called for that purpose, provided that notice of such meeting states that removal of a director is to be considered. (Ref: RCW 24.03A.530) 

Section 3.06 Vacancies 

Any newly created directorship or vacancy occurring on the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors, even if the remaining directors constitute less than a quorum. A director elected to fill a vacancy shall hold office for the unexpired term of their predecessor. A director elected to fill a newly created directorship shall hold office for the full term specified in Section 3.04. (Ref: RCW 24.03A.535). 

Section 3.07 Compensation 

Directors shall not receive compensation for their services as directors. However, directors may be reimbursed for reasonable expenses incurred in the performance of their duties for or on behalf of the Organization. Furthermore, nothing in these bylaws shall preclude any director from serving the Organization in any other capacity and receiving reasonable compensation therefor, provided such services are outside the normal duties of a director and are approved by the Board of Directors in accordance with the Organization’s conflict of interest policy (Article VIII). (Ref: RCW 24.03A.545)  

Article IV: Meetings of the Board of Directors 

Section 4.01 Regular Meetings 

Regular meetings of the Board of Directors shall be held at least annually, at such time and place, within or outside the State of Washington, as the Board may determine by resolution. If the time and place of a regular meeting are fixed by resolution of the Board, no further notice of such meeting shall be required. Otherwise, written notice stating the date, time, and place of the meeting shall be given to each director at least twenty-four (24) hours in advance of the meeting. Such notice may be given by mail, electronic mail, or other written communication method accessible to all directors. (Ref: RCW 24.03A.550-555) 

Section 4.03 Quorum 

Unless a greater proportion is required by law or these bylaws, a majority of the number of directors in office immediately before a meeting begins shall constitute a quorum for the transaction of business. For any matter requiring a higher quorum, that specified number of directors must be present at the meeting, whether in person or via remote communication. (Ref: RCW 24.03A.565) 

Section 4.04 Manner of Acting 

If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present at the meeting shall be the act of the Board of Directors, unless the act of a greater number is required by law or these bylaws. (Ref: RCW 24.03A.565(2)) 

Section 4.05 Action by Written Consent 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 the action is taken by all directors then in office. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and delivered to the Organization for inclusion in the corporate records. Such written consent may be delivered by electronic transmission. (Ref: RCW 24.03A.570) 

Section 4.06 Remote Meetings 

Regular or special meetings of the Board of Directors may be held by, or conducted through, any means of communication by which all directors participating can simultaneously hear each other during the meeting, including but not limited to teleconference or video conference. (Ref: RCW 24.03A.580) 

Section 4.07 Waiver of Notice 

A director may waive any notice required by these bylaws or by law before or after the date and time stated in the notice. The waiver must be in writing, signed by the director entitled to the notice, and delivered to the Organization for inclusion in the corporate records. A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director, at the beginning of the meeting (or promptly upon arrival), objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. (Ref: RCW 24.03A.560) 

Article V: Officers 

Section 5.01 Number and Designation 

The officers of the Organization shall consist of a President, a Vice-President, a Secretary, and a Treasurer. The Board of Directors may also elect or appoint such other officers, assistant officers, or agents as it may deem necessary or desirable. Any two or more offices may be held by the same person, except the offices of President, Vice-President, and Secretary may not be held by the same person. (Ref: RCW 24.03A.585) 

Section 5.02 Election and Term of Office 

The officers of the Organization shall be elected for 5 years by the Board of Directors from among the current members of the Board. Each officer shall hold office for a term of five (5) years and until their successor is duly elected and qualified, or until their earlier resignation, removal, or death. 

Section 5.03 Removal and Resignation 

  1. Resignation: Any officer may resign at any time by delivering written notice to the Organization. Such resignation shall be effective upon receipt of the notice, or at a later time as specified in the notice. Acceptance of the resignation shall not be necessary to make it effective. 
  1. Removal: Any officer may be removed, with or without cause, by the affirmative vote of majority of the directors then in office, at any regular or special meeting of the Board of Directors called for that purpose.  
  1. Effect on Directorship: Resignation from an officer position does not automatically imply resignation from the Board of Directors. However, removal from the Board of Directors (as per Section 3.05) shall automatically lead to the resignation of said director from any officer position held. (Ref: RCW 24.03A.595) 

Section 5.04 Duties of Officers 

The duties of the officers are as follows: 

  1. President: The President shall be the principal executive officer of the Organization and shall, in general, supervise and control all of the business and affairs of the Organization. The President shall preside at all meetings of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the Organization authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by law to some other officer or agent of the Organization; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. 
  1. Vice-President: In the absence of the President or in the event of the President’s resignation, removal, death, inability, or refusal to act, 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. The Vice-President shall perform such other duties as from time to time may be assigned to them by the President or by the Board of Directors. 
  1. Secretary: The Secretary shall: (a) keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Organization; and (d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to them by the President or by the Board of Directors. 
  1. Treasurer: The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Organization; (b) receive and give receipts for moneys due and payable to the Organization from any source whatsoever, and deposit all such moneys in the name of the Organization in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; (c) be responsible for the accurate financial records of the Organization; (d) keep a register of the post office address of each director and officer; and (e) in general perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to them by the President or by the Board of Directors. (Ref: RCW 24.03A.585) 

Article VI: Indemnification and Insurance 

Section 6.01 General Indemnification 

The Organization will protect and cover its directors, officers, employees, and agents (referred to as “covered persons”) from financial losses, including legal fees, judgments, fines, and settlement amounts. This protection applies if they are involved in a lawsuit, investigation, or other legal action because of their service to the Organization, as long as they acted in good faith and in a way they reasonably believed was in the Organization’s best interest. If it was a criminal matter, they must also have had no reasonable cause to believe their conduct was unlawful. Being found liable or settling a case doesn’t automatically mean they didn’t act in good faith. (Ref: RCW 23B.08.510) 

Section 6.02 Indemnification for Lawsuits by the Organization 

If the Organization itself brings a lawsuit (or a lawsuit is brought on its behalf) against a covered person, the Organization will cover their legal expenses. This is provided they acted in good faith and in a way they reasonably believed was in the Organization’s best interest. However, if a court finds them liable for negligence or serious misconduct in their duties to the Organization, they generally won’t be indemnified for that specific liability, unless the court decides otherwise based on fairness. (Ref: RCW 23B.08.510) 

Section 6.03 Required Indemnification 

If a covered person is completely successful in defending any legal action mentioned in Section 7.01 or 7.02, they must be indemnified for all their reasonable expenses, including legal fees. (Ref: RCW 23B.08.520) 

Section 6.04 How Indemnification is Decided and Paid 

Any decision to indemnify a covered person (unless a court orders it) must be approved based on a determination that the person met the required standards of conduct. This decision can be made by: 

  1. A majority vote of a quorum consisting of directors who are not parties to such action, suit, or proceeding; or 
  1. If such a quorum cannot be formed, or if the disinterested directors choose, by a written opinion from independent legal counsel. 

Payment of indemnification expenses will only be made after it’s confirmed that the covered person met the required standard of conduct. (Ref: RCW 23B.08.550) 

Section 6.05 Advance Payment of Expenses 

The Organization may pay a covered person’s legal expenses (including attorneys’ fees) upfront, before the final outcome of a legal action. This requires the covered person to promise in writing to repay the Organization if it’s later determined that they are not entitled to indemnification. (Ref: RCW 23B.08.530) 

Section 6.06 Other Rights to Protection 

The indemnification and advance payment of expenses described in this Article are not the only forms of protection available. Covered persons may also have other rights to indemnification or expense advancement as permitted by RCW 23B.08.570, whether they were acting in their official role or another capacity. 

Section 6.07 Insurance 

The Organization has the authority to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Organization, or who is or was serving at the request of the Organization as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against them and incurred by them in any such capacity, or arising out of their status as such, whether or not the Organization would have the power to indemnify them against such liability under the provisions of this Article. The Organization currently maintains a Directors & Officers (D&O) legal insurance policy for this purpose. (Ref: RCW 23B.08.580) 

Article VII: Conflict of Interest 

Section 7.01 Policy 

The Board of Directors recognizes that situations may arise where a director or an officer, has a direct or indirect financial interest in a transaction or arrangement with the Organization. This policy aims to promote transparency, prevent conflicts of interest, and ensure that all transactions involving interested parties are conducted fairly, are reasonable to the Organization, and serve the best interests of the Organization and its exempt purposes. This policy is intended to comply with Washington State law regarding conflicting interest transactions (RCW 24.03A.605-620) and federal tax law applicable to 501(c)(3) organizations concerning private inurement and excess benefit transactions. 

Section 7.02 Disclosure and Abstention 

If a director or officer has a direct or indirect financial interest in a proposed or ongoing transaction or arrangement with the Organization, they shall: 

  1. Disclose the existence of the financial interest and all material facts to the Board of Directors or applicable committee. 
  1. Abstain from voting on the matter. 
  1. Refrain from attempting to influence the deliberations or vote on the matter. 

The minutes of the meeting shall reflect that a disclosure was made, that the interested individual abstained from discussion and voting, and the basis for the Board’s (or committee’s) decision. 

Section 7.03 Compensation for Other Services 

Nothing in these bylaws shall preclude any director or officer from serving the Organization in any capacity other than as a director or officer, or from receiving compensation for services provided that are outside the normal scope or amount of their director’s or officer’s duties. Any decision by the Board to compensate a director or officer for such services, and the determination of the amount of such compensation, whether prospective or retrospective, shall be considered a conflicting interest transaction and must be approved by the affirmative vote of a majority of the disinterested directors then in office, after the interested director or officer has complied with the disclosure and abstention requirements of Section 8.02. The compensation must be reasonable and for services actually rendered to the benefit or at the request of the Organization. (Ref: RCW 24.03A.605-620) 

Article VIII: Fiscal Management 

Section 8.01 Fiscal Year 

The fiscal year of the Organization shall begin on January 1st and end on December 31st of each year. 

Section 8.02 Contracts, Checks, Funds 

The Board of Directors may authorize any officer or officers, agent or agents of the Organization, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization. Such authority may be general or confined to specific instances. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Organization, shall be signed by such officer or officers, agent or agents of the Organization and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or the President. All funds of the Organization shall be deposited from time to time to the credit of the Organization in such banks, trust companies, or other depositories as the Board of Directors may select. 

Section 8.03 Books and Records 

The Organization shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors. It shall keep at its principal office a record of the names and addresses of the directors and officers. All books and records of the Organization may be inspected by any director for any proper purpose at any reasonable time. (Ref: RCW 24.03A.210, 24.03A.235235) 

Section 8.04 Annual Financial Statements 

The Board of Directors shall cause to be prepared at least annually a financial statement of the Organization’s assets, liabilities, and results of its operations. These statements shall be made available to directors as required by law and these bylaws. (Ref: RCW 24.03A.225, 24.03A.235) 

Article IX: Amendments 

Section 9.01 Power to Amend Bylaws 

These bylaws may be altered, amended, or repealed, and new bylaws may be adopted, by the affirmative vote of two-thirds (2/3) of the directors then in office at any regular or special meeting of the Board of Directors, provided that written notice of the proposed alteration, amendment, or repeal, or adoption of new bylaws, is given to each director at least seven (7) days prior to the meeting at which such action is to be taken. (Ref: RCW 24.03A.125)  

Article X: Dissolution 

Section 10.01 Procedure for Dissolution 

The Organization may be dissolved upon the affirmative vote of two-thirds (2/3) of the directors then in office. Notice of a proposal to dissolve shall be given to all directors at least thirty (30) days prior to the meeting at which such proposal is to be submitted for a vote.  

Section 10.02 Distribution of Assets Upon Dissolution 

Upon the dissolution of the Organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the Organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. (Ref: RCW 24.03A.906)