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ARTICLE I PURPOSE
Section 1. Mission. ANCEA is organized
exclusively for charitable non-profit and educational purposes
specifically related to furthering the advancement of Asian
culture primarily through the medium of Japanese animation
that is useful to individuals and is beneficial to the community.
Section 2. Sakura Con. ANCEA shall
serve as the governing body of Sakura Con, a Northwest non-profit
convention that promotes Japanese animation and Asian Culture.
The convention will be governed by ANCEA and it's officers
(a.k.a. as the "Board of Directors" or simply as "the Board".
All decisions regarding the convention rest with the Convention
Chairperson with the Board offering advice and help as needed.
The ANCEA Board will govern the money for the convention to
see to it that funds are distributed in a responsible manner.
The Board and the Convention Chairperson will work together
to establish such rules and policies that are needed to help
benefit the future and security of the convention.
Section 3. ANCEA Events. In addition
to Sakura Con and to further ANCEA's mission, ANCEA will oversee
any and all other events during it's tenure and, if so, the
ANCEA membership shall elect a person and/or a committee for
said events.
ARTICLE II MEMBERSHIP
Section 1. Classes. Any individual
which pays the annual membership fee is a member of ANCEA.
The Board of Directors may establish multi-classifications
of membership at its discretion. These classifications must
be noted in the minutes of a regular board meeting to be valid.
Section 2. Termination of Services. Any member of ANCEA
will have their membership terminated by committing the following
acts:
· Non payment of dues
· Criminal Acts, including but not limited to:
o Theft
o Harassment - sexual, racial, physical, verbal, etc..
o Assault/Battery
o Slander and Libel
o Vandalism
· After providing the member with reasonable written
notice….
· Except in the case of exceptional misconduct which
will result in the immediate revocation of membership and
notification of the proper authorities
ARTICLE III MEETINGS
Section 1. ANCEA Meetings. The President shall
determine dates as when the Board of Directors meets. The
general membership will be allowed to attend meetings and
participate on a limited basis. Notice of meeting dates and
times shall be provided by the person calling the meeting
at least two weeks in advance with the exception of emergency
meetings. Special meetings regarding ANCEA Board business
may be called by the President or Vice-President. If the meeting
is of an emergency situation or because of matters of a sensitive
nature requiring privacy, the meeting may be closed to the
general membership. These meetings are not to replace regular
ANCEA Board meetings.
Section 2. Sakura Con Meetings. General
membership meetings shall be called by the Convention Chairperson.
Notice of meeting dates and times shall be provided by the
person calling the meeting at least two weeks in advance with
the exception of emergency meetings. Information from each
ANCEA Board meeting will be relayed to the general membership
at the Sakura Con general membership meeting. Special meetings
of the convention staff may be called by the Convention Chairperson,
Vice-Chairperson, or next available Executive Officer as needed.
ARTICLE IV BOARD OF DIRECTORS
Section 1. Number and Term. The Board
of Directors (also known as the officers of the corporation)
shall be a President, Vice-President, a Secretary, a Treasurer,
and the Sakura Con Chairperson each of whom shall be elected
by the general membership. Each officer shall serve a term
of two years subject to re-election with the exception of
the Sakura Con Chairperson which is a one year term subject
to re-election. Each Board Member will have one vote.
Section 2. Board Elections. Election
of new ANCEA Board members will occur as the first item of
business at the first general ANCEA meeting following the
annual convention. If no convention is held that year, the
election will be held at a meeting the second weekend in May.
All nominees for a position must be present at the time of
the elections. Board members will be elected by a majority
of the ANCEA general membership.
Section 3. Quorum. A quorum must be
attended by at least four voting Board members before business
can be conducted or motions made and passed.
Section 4. Action by Board by Communications
Equipment. The Officers of the Board or any committee
appointed by the Board may participate in a meeting of such
Board or committee by means of a telephone conference or similar
communications equipment by means of which all persons participating
in the meeting can hear each other at the same time, and participation
by such means all constitute presence in person at a meeting.
Section 5. Action by Board Without a Meeting.
Any action required or permitted to be taken at a meeting
of the Board may be taken without a meeting if a written consent
setting forth the action to be taken is signed by each of
the Officers. Any such written consent shall be inserted in
the minute book as if it were the minutes of a Board meeting.
Section 6. Board Proxies. The Board
may vote by proxy if they notify the President in advance
of the meeting either verbally or in writing. They may give
either a specific proxy on a particular vote or a blanket
proxy for the entire meeting to another Officer. Only another
officer may receive the proxy. Once a proxy has been given
and a vote cast, it cannot be revoked at a future meeting,
although another vote may be taken.
Section 7. Vacancies. A vacancy in
any office because of death, resignation, removal, disqualification
or otherwise the Board shall appoint a qualified person to
fill the opening until the next regular election.
Section 8. Removal. Any officer or
agent elected or appointed may be removed by the Board whenever
in its judgement the best interests of the corporation would
be served thereby, by a majority vote.
Section 9. President. The President
shall be the principal executive officer of the corporation
and, subject to the Board's control, shall supervise and control
all of the business and affairs of the corporation. The President,
along with such other officers as the Board may designate,
shall sign deeds, leases, mortgages, contracts, or any other
instrument that the Board authorizes to be signed unless the
Board designates some other officer or agent of the corporation
to so execute. The President shall have all the powers and
duties normally incident to the office of president.
Section 10. Vice-President. The Vice-President,
in the event of a death, disability or absence to the President,
shall perform all necessary duties which would otherwise be
performed by the President, and such duties as may be prescribed
by the Board. The Vice-President shall have all the duties
and authority normally vested in a vice-president.
Section 11. Secretary. The Secretary
shall keep the minutes of the membership and Board meetings
and maintain them in one or more books provided for that purpose;
see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; be custodian
of corporate records; keep a register of the post office address
of each member of the corporation as furnished to the Secretary
by each member; sign such documents as may be required by
the Board or State law; and in general perform all duties
incident to the office of Secretary and such other duties
as from time to time may by assigned by the President of the
Board.
Section 12. 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 and from the corporation,
and deposit all such monies in the name of the corporation
in such banks, trust companies or other depositories as shall
be selected in accordance with the provisions of these Bylaws
and in general perform all of the duties as from time to time
may be assigned to him/her by the President. The Treasurer
will maintain a two signer check system (authorized signers
will be selected from among one board member and one convention
member.) If required by the Board, the Treasurer shall give
a bond for the faithful discharge of his/her duties as the
Board shall determine.
Section 13. Sakura Con Chairperson.
The Convention Chairperson shall be the executive officer
of Sakura Con, and subject to the Board's control, shall supervise
and oversee all of the business and affairs of Sakura Con.
The Chairperson, along with such other officers as the Board
may designate, shall sign deeds, leases, mortgages, contracts,
or any other instrument that the Board authorizes to be signed
unless the Board designates some other officer or agent of
the corporation to so execute.
Section 14. Sakura Con Executive Committee.
The Executive Committee (also known as "Department Heads"
or "Department Directors" are defined as the people who oversea
the various departments in the running and planning of Sakura
Con. Their authority extends only to the running of the convention
and have no power in ANCEA other than that of any other member
of the general membership.
Section 15. Salaries. Officers shall
not receive salaries for their activities as officers of the
corporation.
ARTICLE V NOTICE OF INDEMNIFICATION AND
LIABILTIY
To the fullest extent permitted by the Washington
State Nonprofit Corporation Act, the Corporation shall indemnify
any person who is or was a party to or is threatened to be
made a party to any threatened, pending or completed criminal,
civil, administrative or investigative action suit or proceeding
(whether brought by or in the right of the Corporation or
otherwise) by reason of the fact that he or shi is or was
a Director or Officer of the Corporation, or is or was serving
at the request of the Corporation, against expenses (including
attorney's fees), judgements, fines, and amounts paid in settlement
actually and reasonably incurred in connection with such action,
suit or proceeding, if such person acted in good faith and
in a manner he or she reasonably believed to be in or not
opposed to the best interest of the Corporation, and with
respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful, except that
no indemnification shall be adjudged in such action, suit
or proceeding to be liable for negligence or misconduct in
the performance of his or her duty to the Corporation.
ARTICLE VI DISSOLUTION OF
ANCEA
Section 1. Dissolution of ANCEA Board.
Should the Board dissolve for any reason, a special election
will be called at the next general meeting. The outgoing Treasurer
(or acting Treasurer) shall facilitate the transfer of monies
and accounts to the new Board of Directors.
Section 2. Dissolution of ANCEA. Should
the membership of ANCEA choose by a 2/3 majority vote to dissolve
ANCEA, then all net funds after bills, expenses and taxes
are paid will be donated to the "Make-A-Wish-Foundation".
ARTICLE VII FISCAL YEAR
The fiscal year of the corporation shall be
from January 1st to December 31st provided that if a different
fiscal year is at any time selected for purposes of federal
income taxes, the fiscal year shall be the year so selected.
ARTICLE VIII AMENDMENTS
These Bylaws may be altered, amended, or repealed
and new Bylaws may be adopted by a majority affirmative vote
by ANCEA general membership at a regularly scheduled meeting
where notice of the proposed action has been given as an item
of business for such meeting in the notice for the meeting.
Approved by the Board as of July 23, 2000
Daniel C. Harrison, President of ANCEA
William Wildermuth, Vice-President of ANCEA
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ANCEA
Bylaws
