Washington Flute Circle

Bylaws

Article 1. Name. The name of this organization is the Washington Flute Circle, Inc.

Article 2. Purpose. The WFC is a nonprofit educational organization which is dedicated to the preservation, study, teaching, enjoyment and continuing evolution of the Native American style flute, related culture and music. The purposes for which this organization are formed is as follows:

to encourage the practice and promote the knowledge of our of traditional and contemporary Native American Style Flute manufacture, tradition and music
to encourage and support the establishment of local, regional, national and international organizations interested in these objectives
to encourage interested persons to further these objectives
to encourage research into this heritage
to encourage the publication of materials to achieve these objectives
to act as an educational and nonprofit society
to do all or any such things as may be conducive or incidental to the promotion of the above purposes

Article 3. Membership. All persons interested in the Native American style flute are eligible to become members of the Washington Flute Circle upon payment of annual dues. Members in good standing are entitled to attend general and special meetings; to vote for officers; to hold office, and serve on standing or special committees.

Article 4. Meetings.

An annual Meeting of the Membership shall be held for the election of Officers, and the transaction of any necessary business.
Special meetings of the membership may be called at the request of at least 10% of the membership or by the officers.
All Meeting Notices shall state the matters to be considered.
The quorum for transaction of business is the membership present at any annual, general, or special meeting.
A simple majority vote of those voting is necessary to transact any business.

Article 5. Board of Directors. The Board of Directors is the leadership/management team for Washington Flute Circle.

a. Directors are volunteers, and serve without remuneration

b. The Board of Directors shall consist of five to seven Directors.

c. The term of office of each director is three years.

d. In order to avoid co-terminus of Director terms, two Director positions will expire each year. For example, beginning with the first year, two Directors positions will expire at the end of that year, two directors positions will expire at the end of the second year, two directors positions will expire at the end of the third year.

e. A Director whose term expires is eligible to run for another term.

f. Four members of the Board of Directors shall be selected by the Board and will have the following positions:

i. President

ii. Vice President

iii. Treasurer

iv. Secretary

g. The duties of the President are:

i. Provides leadership to the rest of the Board.

Coordinate the planning of the Board's activities for the year ahead and plans for the association's future. In this capacity, the Board Chair is responsible for ensuring that an ongoing planning process exists for the association.
Prepares, in consultation with the Board Secretary, the agendas for Board and Executive Committee meetings.
Presides at Board meetings, making sure that they run smoothly.
Ensures that Board members have the information they need to make informed decisions.
Ensures that all new Board members get a proper orientation to the Board.
Takes an active role in fund raising.

h. The duties of the Vice President are:

To temporarily act in the capacity of President should the President be unable to fulfill his/her duties

ii. Takes an active role in fund raising.

i. The duties of the Treasurer are:

To manage and report on the association's finances.
Assists in the preparation of the budget.
Monitors the budget.
Ensures the Board's financial policies are being followed.
Reports to the Board of Directors and general membership on finances.
Prepares any required financial reporting forms.
Maintains all bank accounts.
Oversees all financial transactions.

ix. Takes an active role in fund raising.

j. The duties of the Secretary are:

To prepare and maintain the official documents of the association.
Record the minutes of all Board making sure that all actions are duly noted.
Keep a record of all policies approved by the Board in the association's policy manual.
Maintain and monitor a calendar of important dates for the association such as grant filing dates, audit dates, etc.
Keep all the records of the association in a safe place.
Dispose of old documents only with the approval of the Board.
Make sure that all files are in good order for the next Board Secretary.
Takes an active role in fund raising.

k. Board positions will be determined by the Board after the annual election is held. A Director must be a Director at Large for one year before becoming eligible for the position of President, Vice-President, Treasurer or Secretary.

l. The remaining Directors are Directors At Large. The duties of Directors at Large are:

i. Take an active role in fund raising

ii. Participate in or chair board committees or board subcommittees as required.

Article 6. Election of the Board of Directors Any member in good standing may self-nominate to run for a position on the Board of Directors. A member declares candidacy by submitting a letter of intent to the Board. The Secretary will mail a Notice of Elections to all members in good standing at least 30 days prior to the Annual Membership Meeting. The notice of elections shall contain a list of all candidates for the Board as well as a candidate-supplied list of their qualifications. The Notice of Elections shall contain a ballot and a voting proxy form.

Voting shall be done by submission of ballot at the Annual Meeting, by mailing a ballot to the Secretary which is received no later than the Annual Meeting, or by appointing the designated Proxy to vote on their behalf.

Depending upon the number of Board positions to be filled, the candidates with the most number of votes will be considered elected to the Board of Directors. The Secretary will tally the votes in the presence of the active board members.

Announcement of the election results will be sent to all members in good standing.

The successful candidates terms will begin at the next scheduled board meeting after the announcement of election results.

Article 7. Recall of Directors. Any board member may be recalled from office by a vote of a simple majority of the members in good standing.

Article 8. Fiscal Year. The fiscal year of WFC is January 1 through December 31.

Article 9. Amendments to the Bylaws. Proposed Amendments to these Bylaws shall be sent to members in good standing with at least 30 days notice prior to a vote. The notice of Proposed Amendments to the Bylaws shall contain the text of the proposed changes, the current text (if applicable) and an explanation for the reason for the change. The Notice of Proposed Amendments to Bylaws shall contain a ballot and a voting proxy form.

A simple majority of votes is required to adopt a Bylaw Amendment. The Secretary will tally the votes in the presence of the active board members. Announcement of the results will be sent to all members in good standing.

The Amended Bylaws shall be filed with the applicable State or Federal organization within 30 days of adoption by the members.

Article 10. Special Notices re Tax Exemption.

No part of the WFC assets or net earnings may benefit private individuals.
In the event of dissolution of the WFC, the group's assets will be distributed to a 501(c)3 nonprofit organization, as determined by the Board of Directors.
The WFC shall not as a substantial part of its activities attempt to influence, carry on propaganda or otherwise attempt to influence legislation except to the extent permitted by section 501(h) of the Internal Revenue Code.
It is intended that the WFC be entitled to exemption from Federal income tax under section 501(c)3 of the Internal Revenue Code and shall not be a private foundation as described in section 501(a) of the Code.

Article 11. Conflicts of Interest

a. Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.