BYLAWS OF THE SLOVAK AMERICAN SOCIETY OF WASHINGTON, D.C., INC.
Article I – Name
Section 1. The organization shall be called the Slovak American Society of Washington, D.C.
Section 2. The principal office of the Society shall be located in the Washington, D.C. area.
Article II – Purpose
Section 1. The Society is an independent not-for-profit social, educational, and cultural association. Its purpose is to promote a greater understanding of Slovak history, culture, language, and customs, and to provide opportunities for persons of Slovak heritage and others interested in Slovak affairs, to meet to exchange information, share ideas, and participate in Slovak cultural activities.
Section 2. The Society supports the democratic aspirations of Slovakia with a corollary objective of enhancing the image of Slovaks and Slovakia.
Section 3. The Society serves as a resource for information on Slovak history, travel, genealogy, current affairs, education, and business opportunities in Slovakia.
Article III – Memberships and Dues
Section 1. Memberships shall be open to all persons interested in the purpose of the Society. Membership types are: 1.) Annual (Individual); 2.) Annual (Family); and 3. Lifetime (Individual).
Section 2. Under annual memberships, members pay dues set by majority vote at the annual meeting, for the following year. The calendar year for payment of annual dues and for fiscal purposes will begin on January 1 and end on December 31. Any member who has not paid dues for the current year under an annual membership will be considered delinquent and not in good standing until such time as dues are paid.
Section 3. There are 2 tiers of annual memberships: Individual and Family. An Individual membership covers one person. A Family membership covers all members of a household, including any minor children and any adults over the age of 18 living at the same address.
Section 4. Lifetime membership dues will be set by majority vote at the annual meeting. A lifetime membership covers the individual in whose name the membership is purchased and is non-transferable.
Article IV – Meetings of the General Membership
Section 1. A meeting for all members will be held at least once a year at a location (physical or virtual), date and time selected by the President or Acting President. It will normally be held during the month of October, at which time the members will elect directors to the board, and transact such business as may properly be brought before the meeting.
Section 2. At meetings of the general membership, of those in good standing, each individual adult member (18 years and older) under an Individual or Family membership shall have one vote in regard to all matters to be decided by vote. The Board of Directors will determine the manner of voting (in person, electronic or postal mail) prior to each general membership meeting. Each member in good standing will vote for no more than the number of people equivalent to the number of positions available.
Section 3. Special meetings may be called by a majority of the Board of Directors or by a group of members consisting of at least fifteen percent of the total number of members in good standing. At such meetings, fifteen percent of the total number of members in good standing shall be considered a quorum.
Section 4. The general membership shall be notified, in writing, two weeks in advance of the date, time and place of general and special meetings.
Section 5. All meetings shall be conducted in accordance with Roberts Rules of Order.
Article V – Board of Directors
Section 1. A Board of Directors chosen from members in good standing shall govern the Society.
Section 2. The Board of Directors will consist of nine members and each member’s term will be for three years. Each year three persons will be elected to the Board for a three-year term each.
Section 3. A Nominating Committee appointed prior to the annual meeting by the President shall select nominees for election. Members in good standing interested in serving shall make their interest known to the Nominating Committee at least two weeks prior to the annual meeting.
Section 4. The term of office for Directors shall begin immediately upon election and each Director shall serve without salary. Any Director may be removed with or without cause by a vote of two-thirds of those members present at a special meeting called for that purpose (see Article IV, Section 3).
Section 5. Vacancies on the Board of Directors may be filled for the remaining months of the term until the next general meeting, when a new Board member will be elected to serve the remainder of the three-year term, if any. The remaining Board members will choose the interim replacement.
Section 6. The Board may consider any matters pertaining to the operation and status of the Society, including matters of special import, such as involving the commitment of substantial resources of the Society, sensitive issues, and releases to the media that may be controversial.
Section 7. Any action which may be properly taken by the Board of Directors assembled in a meeting may also be taken without a meeting, if consent in writing setting forth the action so taken is signed or sent via electronic submission by a quorum of Directors entitled to vote with respect to the action. Such consent shall have the same force and effect as a vote of the Directors assembled and shall be filed with the minutes.
Article VI – Officers and Executive Committee
Section 1. The Executive Officers of the Society shall be the President, Vice President, Secretary and Treasurer. The Board of Directors shall choose these officers at the first meeting of the new Board of Directors as soon as possible after the annual membership meeting.
Section 2. The President shall be the Chief Executive Officer, shall preside at all meetings of the Society and shall see that the policies and resolutions of the Society are carried out. The Vice-President will assume the duties of the President if the President is unable to preside over a meeting. If neither the President nor Vice-President is able to preside, the Board will appoint an interim or temporary President.
Section 3. The Executive Committee will be comprised of the Officers designated in Article VI, Section 1 above.
Section 4. In the event a vacancy occurs in an Officer position, the Board shall appoint a member of the Board of Directors to the position for the remainder of the term.
Section 5. The Vice President shall preside in the absence of the President and shall perform duties as designated by the President.
Section 6. The Secretary shall be the record keeper for the Society. The Secretary shall validate and record all votes and minutes of each meeting, maintain membership records, conduct correspondence and maintain records of all official correspondence on behalf of the organization and perform other duties as designated by the President.
Section 7. The Treasurer shall have custody of all funds of the Society and shall keep full and accurate accounts of receipts and disbursements. The Treasurer shall also keep all monies in a separate bank account(s) to the credit of the Society and shall render to the other Executive Officers, upon request, and at the annual meeting, an account of all financial transactions of the Society. The Treasurer may also perform other duties as designated by the President.
Section 8. The President shall arrange for independent audit of the Society’s finances with a report to be made available to the Board of Directors and membership.
Section 9. The Executive Committee in consultation with the Board of Directors may resolve any matter or situation affecting the status or operation of the Society that is not anticipated in these bylaws.
Article VII – Committees
Section 1. The President, in consultation with the Board, may form any Committee to foster the operation and goals of the Society. General guidelines for the Committee functions will be provided as appropriate. The number and functions of the Committees can be changed as deemed appropriate by the President, in consultation with the Board of Directors.
Section 2. The members of each Committee will select their own Chairperson, who will coordinate the activities of the Committee and report to the Board of Directors on a regular basis.
Section 3. Members of the Board of Directors may serve on one or more Committees as appointed by the President.
Article VIII – Board of Advisors
Section 1. The Board of Directors is authorized to form an ancillary entity to assist the Society in fostering its goals and purposes. Such an entity will be designated as a Board of Advisors.
Section 2. The Board of Advisors will be comprised of any number of distinguished or other capable individuals as the Board of Directors may decide. The individuals selected to serve need not be members of the Society but will become (honorary) members upon their appointment.
Section 3. The positions for Board of Advisors shall be non-voting with regard to the operations and status of the Society. The individuals appointed to serve may not serve concurrently on the Board of Directors.
Article IX – Amending Bylaws
The bylaws of the Society may be amended by a two-thirds vote of all members in good standing present, in person, at a general meeting or at a meeting called especially for that purpose, provided that the proposed amendment has been submitted to the general membership, in writing, at least fourteen (14) days prior to such a meeting.
Article X – Dissolution
Upon the dissolution of the Society, its remaining assets, after the payment of all its indebtedness, shall be distributed to non-profit organizations determined by the Board of Directors in accordance with the purposes of the Society set forth in the bylaws.
Bylaws originally adopted 6/22/94
Bylaws amended 4/25/99
Bylaws amended 12/2/2007
Bylaws amended 5/21/2022
Bylaws amended 11/5/2022