B Y ‑ L A W S

- of the ‑

  POLISH HOME ASSOCIATION

 ‑ of ‑

 SEATTLE, WASHINGTON

AMENDED (December 28, 2001)

 

ARTICLE 1:  OBJECTS & PURPOSES

 

Sec. 1.  OBJECTS:  The objects and purposes of the Polish Home Association, and all its business and affairs whatsoever, shall be carried out and managed and conducted, all in accordance with its Agreement to Incorporate and the following by-laws of said Association.

 

Sec. 2.  SOME FUNDAMENTAL OBJECTS:  Some of the fundamental objects for which this Association is formed are and shall be, viz.:

 

(a)        The creation, maintenance and operation of a democratic Association or institution which shall promote and uphold the mutual interests of the people of Seattle and its vicinity, who are of Polish birth or ancestry and in which at least three‑fourths of its trustees shall always be of Polish birth or their descendants; each of such descen­dants shall be able to speak and read the Polish language.

(b)        To provide and maintain an Association for all of the Polish people and organizations of Seattle and vicinity in which there shall be unquestionable toleration and in which no one shall be discriminated against because of his sectarian, religious, political views or affiliations, and in which no one shall be preferred because of such views or affiliations.

(c)        This by-law, Sec. 2, shall never be amended or changed in any respect whatsoever.

 

NOTE:  Section 2 is identical to Section 47 in the original PHA by-laws filed with Washington State on        November 22, 1918 and cannot be changed.

 

 

ARTICLE 2:  MEMBERS RIGHTS AND RESPONSIBILITIES

 

Sec.  3.  FUNDAMENTAL MEMBERS RIGHTS:  Participate in the various activities of the Association, specifically the annual elections and use of the Association Facility. It is the members responsibility to promote, advocate the welfare of and further the interests of the Association, and support policies intended to accomplish the greatest good for the greatest number of Association members.

 

Sec.  4.  CONTROL AND SUPERVISION:  The Members of this Association shall have, at all times, full control and supervision of all its business, property, and affairs whatsoever, and of all its officers and trustees.

 

Sec.  5.  MEMBERS ‑ ELIGIBILITY- APPLICATION:  Any Pole, or any person of Polish descent or ancestry, male or female, regardless of age, who shall believe in the non‑partisan aims of this Association, may become a member of this Association upon payment of the membership dues, as hereinafter provided. Any person of another nationality known to be a friend of the Polish people, and who shall have been voted acceptable for membership in this Association by said trustees, and who shall believe in the non‑partisan aims of this Association, and who shall pay said membership dues, as hereinafter provided, may also become a member of this Association. Any other Polish organization, whether incorporated or un-incorporated, which believes in the non‑partisan aims of this Association, and which shall have been voted acceptable for membership in this Association by said Members, and whose corporate or official organization name shall be signed by its president, (he/she being duly authorized to do so by his/her own said organization) and shall also pay the said annual membership dues, as hereinafter provided, may become a member of this Association. Applications for membership shall be made in writing and the applications shall be regarded as a guarantee on the part of the applicant of his/her interest in and sympathy with the purposes of the Association, and of his/her adherence if elected, to its by-laws.

 

Sec.  6.  MEMBERSHIP UNITS:  All original shareholders of the Polish Home Association have been awarded membership units in relation of one membership unit for each share of stock owned. These membership units may be voted by currently paid up members, one membership unit being equivalent to one additional vote, only in matters concerning final dissolution.

 

Sec.  7.  MEMBERS - VOTING ELIGIBILITY-PAID DUES ELIGIBILITY:  Each said member shall be entitled to vote on all questions and all matters of business whatsoever at each quarterly and special meeting of said members. Each member is entitled to one vote, while a family membership entitles both husband and wife each to one vote.

(a)        All members of the Association are eligible to vote or become candidates for election who have paid annual membership dues no later than December 31st. of the year prior to the Election Meeting. New members of the Association who pay annual membership dues prior to July 1st are eligible to vote in the following Election Meeting. “PAID MEMBERSHIP DUES” means that money (cash or check) has been deposited with the Association treasury. The list of eligible voting members, PAID UP MEMBERS, is closed December 31st of the year prior to the Election Meeting. Payment of Association membership dues will not be accepted between January 1st and the Election Meeting.

(b)        All members of the Association delinquent in their paid annual dues will be required to pay the back dues or pay a new membership fee in order to vote.

 

Sec.  8.  MEMBERS - PROXIES:  Each member may vote by proxy provided the member shall have left his/her signature with the Election Committee, and the written proxy signed by the member shall have been tendered to the Election Committee before such proxy tenders his vote, and accepted as hereinafter provided. Each organization may also vote by proxy issued to one person, provided the proxy is in writing, signed by the president and secretary of said organization, or two other similar officers. All proxies shall first be submitted to the Election Committee, appointed by the president, for examination and shall be accepted by said committee before the proxy may vote thereon.

 

(a)        An eligible to vote Association member has the right to affirm another eligible Association member to vote by proxy in his/her name.

(b)        All eligible voting members whose signatures are on file with the Election Committee will receive proxy forms from the Association Election Committee by January 15th in the year of the Election Meeting. All eligible voting members unable to physically participate in the Election Meeting for any reason will have the right to vote by proxy.

 

Sec.  9.  MEMBERS - ADDRESSES:  Every said Member, if an individual or an organization, shall leave their last known residence or business post office address with the correspondence secretary of this Association, and shall promptly report any change in such address to said officer. Any said member, failing to do so, shall have no right to complain of any business transacted or any action taken at any meeting of said members for which notices have been mailed.

 

Sec.  10.  MEMBERS - DUTY:  All members are encouraged to attend meetings of this Association. It shall be the duty of every Officer and Trustee of this Association to attend every quarterly and special meeting of this Association.

 

(a)        All members are responsible to be current in their annual dues to maintain membership privileges. Any member delinquent in their paid annual dues may become current by paying back dues or become a new member as defined in Section (7a).

(b)        A member of the Association may not simultaneously be a member of any organization whose activities are prejudicial to the aims of this Association as determined by the Trustees.

 

Sec. 11.  SUSPENSION AND EXPULSION:  The Board of Trustees may suspend or expel a member for cause upon two-thirds (2/3) majority vote after holding a hearing. Member shall receive thirty (30) days notice of the hearing, with factual basis of the charges. The Trustees will vote within forty-eight (48) hours of the hearing and shall immediately notify the member of the vote. The member will have the right to appeal to the full membership at the next regular meeting of the members. Good cause for expulsion or suspension would be conduct unbecoming a member, conduct prejudicial to the aims or repute of this Association, conduct which the Trustees determine is damaging to this Association and/or its members. When or if the member appeals to the full membership, the appeal shall be in writing, filed with the Association’s Secretary. The membership may by majority vote (50% +1) reinstate the member with specific conditions or with no conditions, or confirm suspension or expulsion.


 

ARTICLE 3:  ASSOCIATION OFFICERS

 

Sec. 12.  OFFICERS:  The officers of this Association shall be a President, a Senior Vice President, and Vice Presidents, a Treasurer, a Recording Secretary, and a Correspondence Secretary. The Vice Presidents shall perform functions of the organization, which shall be determined by the Board of Trustees. To increase the number of elected officers of this Association, a motion must be presented by the President of the Trustees and voted on during the Annual Election.

 

Sec. 13.  TERMS OF OFFICE ‑ ELECTIONS ‑ WHEN ‑ BALLOT:  The term of office of all said officers shall be for a period of one calendar year. The terms of all said officers shall always continue until their respective successors are duly provided or duly elected. All officers of this Association shall be elected as provided for at the quarterly meeting of the members held in January for the term of the ensuing calendar year there­after.  Vacancies may also be filled by election by said members at any said quarterly meeting for the un-expired portion of the term. All elections shall be by ballot.

 

Sec. 14.  OFFICERS - REGULAR MEETINGS:  The officers of this Association shall meet regularly at the time and date as determined by the Presi­dent, in the main assembly room of this Association. Such meetings are open to members of this Association. Members’ testimony will be allowed during a specified portion of the meeting agenda. The Association President has the authority to call the officers meeting into executive session.

 

Sec. 15.  OFFICERS - VACANCIES:  The office of any officer may be declared vacant at any regular monthly meeting after the un-excused absence of said officer from three (3) successive previous monthly meetings. Vacancies shall be filled by election by the trustees at any regular monthly meeting until the next quarterly meeting of said members. All such elections shall be by ballot.

 

Sec. 16.  PRESIDENT ‑ DUTIES:  The president shall attend trustees meetings. The president shall preside at all meetings of the members and officers, and shall have general charge and supervision of all the affairs and property of this Association, subject, however, to the general super­vision of the trustees and members, and shall perform his/her duties as required by these by‑laws and such other duties from time to time as he/she shall be required by said trustees and members.

 

Sec. 17.  SENIOR VICE PRESIDENT ‑ DUTIES:  The senior vice president, during the illness, absence, or other disability of the president, or during any vacancy in the office of the president, shall per­form such and all duties and exercise all the powers and authoriti­es of the president.

 

Sec. 18.  VICE PRESIDENTS - DUTIES:  The vice presidents shall perform each and all of the duties assigned to them by the president. During any vacancy in the office of senior vice president, the office shall be elected from among the vice presidents to serve as senior vice president and shall perform each and all the duties and exercise all the powers and authorities of the senior vice president, as well as any other duties assigned by the president.

 

Sec.  19.  PRESIDENT, SENIOR VICE PRESIDENT & VICE PRESIDENTS ‑ ELIGIBILITY:  No person shall be eligible to the office of president, senior vice president, or vice presidents unless he/she shall be a member of this Association and either of Polish birth or ancestry, and also either a citizen or legal resident of the United States of America.

 

Sec.  20.  TREASURER - DUTIES:  The treasurer shall collect all moneys due or belonging to this Association, and keep an account of the same; keep a record of all bills paid, moneys received, and the source from which they came, and of all official transactions; and treasurer shall perform all such other duties as may be required by these by‑laws and from time to time by the trustees. Treasurer shall deposit all moneys received immediately in the name of this Association in some Bank designated by the trustees; treasurer shall pay out all moneys by checks drawn upon said Bank in the name of this Association signed by himself/herself as treasurer to the dollar limit determined by the Trustees Audit Committee. Treasurer shall keep all books pertaining to his/her office Treasurer shall turn all moneys belonging to this Association and all records and papers and documents whatsoever over to his/her successor on the termination of his/her office; and shall perform all such other duties required by these by-laws from time to time by the trustees and members.

 

Treasurer shall submit a written report of all moneys received and paid out for each quarter of each calendar year at the next annual quarterly meeting of the members. In the event the President and Senior Vice - president shall be absent from an officers or members meeting, the treasurer shall preside.

 

Sec. 21.  VICE PRESIDENT – FINANCIAL PLANNING:  The vice president of financial planning shall present an operating and capital budget to the officers of this Association, and upon its discussion, modification and approval by said officers shall be vigilant of its execution. Vice president of financial planning shall oversee the physical assets of the Association, be responsible for the capital expenditures of the Association, and the corresponding insurance policies. Vice president of financial planning shall keep all books pertaining to his/her office and all notes, mortgages, insurance policies, bonds and other valuable papers of this Association.

 

Sec.  22.  RECORDING SECRETARY ‑ DUTIES:  The recording secretary shall record the minutes of all meetings of the members and officers, and shall have the custody of the same; and shall perform all such other duties as required by these by‑laws and from time to time required by the president.

 

Sec.  23.  CORRESPONDENCE SECRETARY - DUTIES:  The correspondence secretary shall mail notices for any special meetings of the members and trustees, or any other mailing deemed necessary by the officers, and shall receive all correspondence of this Association, and shall keep an up to date record of the post office, business or residence address of each individual member and of the president and secretary or two other similar officers of each other Polish society or organization which may be a member in this Association: and shall perform all such other duties as may be required by the president.

 

Sec.  24.  OFFICERS ‑ EXPULSION:  Trustees may suspend or expel an officer for cause upon two-thirds (2/3) majority vote after holding a hearing. Officer shall receive thirty (30) days notice of the hearing, with factual basis of the charges. The Trustees will vote within forty-eight (48) hours of the hearing and shall immediately notify the officer of the vote. The officer will have the right to appeal to the full membership at the next regular meeting of the members. Good cause for expulsion or suspension would be conduct unbecoming an officer, conduct prejudicial to the aims or repute of this Association, conduct which the Trustees determine is damaging to this Association and/or its members. When or if the officer appeals to the full membership, the appeal shall be in writing, filed with the Association’s Secretary. Members may by vote (40% + 1) reinstate the officer with specific conditions or with no conditions, or confirm suspension or expulsion.

 

 

ARTICLE 4:  ASSOCIATION BOARD OF TRUSTEES

 

Sec.  25.  TRUSTEES:  The Board of Trustees shall oversee the affairs of the Association. Trustees of this Association shall be a Board of fifteen (15) Trustees. Trustees will elect from among its trustees by vote (50% +1) the Trustee President and a three member Trustee Audit Committee. Trustees shall report the results of the election to the officers of the Association. Delegates from other Polish organizations may delegate one person as a non-voting member of the Board of Trustees of this Association.

 

Sec.  26.  TERMS OF OFFICE ‑ ELECTIONS ‑ WHEN ‑ BALLOT:  The term of office of all said trustees shall be for a period of one calendar year. The terms of all said trustees shall always continue until their respective successors are duly provided or duly elected. All officers and trustees of this Association shall be elected as provided for at the quarterly meeting of the members held in January for the term of the ensuing calendar year there­after. Vacancies may also be filled by election by said members at any said quarterly meeting for the un-expired portion of the term. All elections shall be by ballot.

 

Sec.  27.  TRUSTEES ‑ ELIGIBILITY ‑ DELEGATES FROM OTHER POLISH ORGANIZATIONS:  Three‑fourths (¾) of the trustees of this Association shall always be of Polish birth or of their descendants and able to read and write the Polish language; a majority of said trustees shall always be a citizens or legal resident of the United States of America; at least one of said trustees shall reside in the City of Seattle, in said King County, State of Washington; each trustee shall be of legal voting age. All said trustees shall always be a member of this Association as defined in Section Five (5) of these by‑laws, except as hereinafter provided. Any other Polish organization, which is a member, may select a delegate to the Board of Trustees for the ensuing term.

 

Sec.  28.  TRUSTEES ‑ VACANCIES ‑ TEMPORARILY FILLED ‑ BALLOT:  The office of any trustee may be declared vacant at any regular monthly meeting after the un-excused absence of said trustee from three (3) successive previous monthly meetings. Vacancies shall be filled by election by the trustees at any regular monthly meeting until the next quarterly meeting of said members. All such elections shall be by ballot.

 

The office of any trustee serving as delegate-trustee may be declared vacant at any regular monthly meeting after the un-excused absence of said delegate-trustee from three (3) successive previous monthly meetings or the organization which any such delegate represents ceases to become a member, or upon such organization revoking in writing the authority of its delegate to serve as such trustee. Any organization losing its delegate-trustee to this Association in any of the cases as provided by this by-law shall have the right to fill such vacancy for the un-expired portion of the then current term.

 

Sec.  29.  TRUSTEES ‑ EXPULSION:  Trustees may suspend or expel another trustee for cause upon two-thirds (2/3) majority vote after holding a hearing. Affected trustee shall receive thirty (30) days notice of the hearing, with factual basis of the charges. Trustees will vote within forty-eight (48) hours of the hearing and shall immediately notify the affected Trustee of the vote. The affected Trustee will have the right to appeal to the full membership at the next regular meeting of the members. Good cause for expulsion or suspension would be conduct unbecoming an officer, conduct prejudicial to the aims or repute of this Association, conduct which the Trustees determine is damaging to this Association and/or its members. When or if the officer appeals to the full membership, the appeal shall be in writing, filed with the Association’s Secretary. Members may by vote (40%  +1) reinstate the affected Trustee with specific conditions or with no conditions, or confirm suspension or expulsion.

 

Sec.  30.  DISPUTE RESOLUTION PROCESS:  The Board of Trustees will appoint a committee of up to five

(5) voting eligible members who shall independently investigate facts related to allegations made against a member of the Association. The committee will report to the Trustees, an should any party object to its findings, the matter would then go to binding arbitration and no attorneys shall be allowed. Up to three (3) arbitrators shall be selected as follows: one (1) by the Trustees and one by each party to the dispute. In the event there are no more than two (2) parties, the arbitration shall proceed by issue, or the investigation shall determine the alignment of parties. The decision of the arbitrators shall be by majority vote and shall be binding on all parties. The Board of Trustees shall adopt rules and procedures for the arbitration.

 

Sec.  31.  TRUSTEES - REGULAR MEETINGS:  Monthly meetings of the said board of trustees shall be held prior to the regular monthly meetings held by the officers of the Association. The Association President shall attend such meetings. Trustees shall have one (1) vote representing the Trustees at the regular meetings held by the officers of the Association.

 

Sec.  32.  TRUSTEES - SPECIAL MEETINGS:  Special meetings of said board of trustees may be held at any time when ordered and called in writing by either the Association president, Trustee President or by any three (3) of said trustees, such order to state the object or objects of said special meeting, and mailed at least ten (10) days before the date of holding such special meeting to the last‑known post office residence of each said trustee. Such special meeting shall be held at the main assembly room of said Association, and such notice shall state the date and hour and place of said special meeting, and the object or objects of such special meeting. Only the business mentioned in said notice shall be transacted at said special meeting.

 

Sec.  33.  TRUSTEES ‑ NO ADJOURNMENTS:  No adjournments of any said regular or special meetings of said trustees shall be made, and if other meetings shall be necessary, then a special meeting shall be duly called.

 

Sec.  34.  TRUSTEES ‑ QUORUM:  At all regular and special meetings of said trustees a quorum shall consist of at least (50% +1) of said trustees elected by popular vote, and a majority vote or decision of said quorum shall be valid and binding, except as otherwise provided.

 

Sec.  35.  TRUSTEES ‑ POWERS ‑ DUTIES:  The trustees of this Association shall have, at all times, full control and supervision and authority over all the business, property, and affairs whatsoever of this Association, and all the officers and member trustees and delegate trustees of this Association, subject, however, to the by‑laws of this Association, and to the supreme and final control, supervision and authority of said members of this Association at all times.

 

Sec.  36.  TRUSTEES ‑ POWER TO SELL OR PURCHASE:  The Board of Trustees shall have power to sell or dispose of the whole or any part of real property which the said Association may from time to time own, and to acquire other property, but shall not sell or dispose of or purchase real estate unless authorized so to do by the vote of at least two‑thirds (2/3) of all members of this Association at a special quarterly meeting of said members duly called for that purpose, written notice of which shall have been given to all said members at least thirty ( 30 ) business days previous thereto, and which meeting shall in all other respects be called as herein provided for special meetings of said members, and on all matters provided for in this by‑law each and every member of this Association shall be entitled to one vote.

 

Sec.  37.  BOOKS – RECORDS - INSPECTION:  All the books, records, accounts, checks, bills, correspondence, documents, and papers whatsoever of this Association in the hands of any officer or trustee or committee or any individual whomsoever handling any funds belonging to this Association shall submitted to the trustee audit committee at least semi-annually composed of three (3) or more said trustees for examination and inspection, and likewise to any one or more trustees at any time or times when requested by one or more said trustees. Such an audit committee shall be elected from among the board of trustees.

 

Inspection of the Association records shall be done in accordance with regulations in the Revised Code of Washington (RCW 24.03.135) or as amended. Any person requesting to inspect the Association records shall sign a statement, under penalty of perjury, that the records are being viewed solely for the purpose of Association membership interest, and that the membership list shall not be provided to or used by an individual or organization except for the promotion of the Association.

 

 

ARTICLE 5:  INDEMNIFICATION

 

Sec.  38.  OFFICERS / TRUSTEES:  The Association shall indemnify any person who was or is a party or is threatened to be made a party to any civil, criminal, administrative or investigative action, suit or proceeding (whether brought by or in the right of the Association or otherwise) by reason of the fact that said person is or was a officer and/or trustee of the Association or is or was serving at the request of the Association as an officer or trustee against expenses (including attorney fees), judgments, fines, amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding; provided, however, that such indemnification shall not apply with respect to any matter as to which such officer or trustee shall be finally adjudged in such action, suit, or proceeding, to have been individually guilty or willful misfeasance or malfeasance in the performance of his/her duty as such officer or trustee; the indemnification provided for herein shall be in addition to, and not exclusive of, any and all other rights to which any such officer or trustee may be entitled under any by-laws, agreement, vote officers and/or trustees or otherwise.

 

 

ARTICLE 6:  MEETINGS

 

Sec.  39.  MEMBERS QUARTERLY MEETINGS:  Quarterly meetings of said members shall be held, in January, April, June and October of each year.

 

Sec.  40.  MEMBERS SPECIAL MEETING:  Special meetings of said members may be held at any time when ordered and called in writing by either the Association President or Trustee President. When so ordered, a written notice of such special meeting shall be mailed to each said member at least ten (10) business days before the date of holding such special meeting. Such notice shall state the object or objects or purpose or purposes of such special Meeting, in substance as mentioned in said written order, and the date of such special meeting, which shall be named in said written order, and the hour, and the place. No other business shall be transacted at any said special meeting except that mentioned in said notice therefore. 

 

Sec.  41.  NO ADJOURNMENTS:  No quarterly or special meeting of said members shall be adjourned. If the business before any said meeting cannot be finished at that meeting, then a special meeting shall be duly called.

 

 

Sec.  42.  QUORUM:  A majority of said currently paid up members or their proxy or proxies, present at any said quarterly or special meeting of said members shall be necessary to constitute a quorum, and a majority vote or decision of all the votes which are entitled to vote, shall be valid and binding, except as otherwise provided; provided, that such quorum shall consist of member organizations and individuals who are of legal voting age.

 

(a)        Quorum - Membership Meeting Requirements:

·        Requirement to vote on previously noticed business: (20% +1).

·        Requirement to vote on business brought up at the meeting without previous notice: (40% +1).

 

(b)        Quorum - Annual Election Meeting Requirements:

·        Required to vote on election of Officers and Trustees: (33% +1).

·        Required vote for Officers and Trustees: Candidates for President must receive 50%+1 to win, Candidates for other offices receiving the most votes win.

·        Required vote for amendments to Association by-laws: (50% + 1).

 

In the event the members or their proxy or proxies at the Annual Election Meeting does not constitute a quorum, a Second Election Meeting shall be held fourteen (14) days later. No further notice to the membership shall be required. At the Second Election Meeting, only members present at the meeting will be entitled to vote and a majority vote or decision of all the votes which are entitled to vote shall be valid and binding, except as otherwise provided.

 

Sec.  43.  ELECTION PROCEDURES:  Elections and Election Meetings shall be held in accordance with the Election Procedures as approved by a majority of the Association Officers and Board of Trustees.

 

Sec.  44.  REPORTS:  At each quarterly meeting of said members, reports by all the various officers shall be made regarding the condition and progress of this Association during the preceding three months.

 

Sec.  45.  ORDER OF BUSINESS:  At all quarterly meetings of said members and at all regular monthly meetings of said officers, the following shall be included:

 

·        Reading of the Minutes of all previous meetings and approving and correcting same unless previously read and approved.

·        Reports of all standing and special committees.

·        Action on each such report as made.

·        Election of officers, if any vacancies exist.

·        Reports of various officers.

·        Action thereon.

·        Unfinished business from previous meeting or meetings.

·        New business.

·        Adjournment.

 

Sec.  46.  MEETINGS:  All members, officers and trustees meetings shall be held in accordance with these by‑laws, internal Association procedures and Robert’s Rules of Order.

 

 

ARTICLE 7:  FINANCE

 

Sec.  47.  MEMBERSHIP DUES:  All Association members shall be required to pay annual membership dues as determined annually by the elected officers and trustees. Only paid up members shall be eligible to vote during any regular or special meetings of the members of the said Association.

 

Sec.  48.  LIFETIME DUES:  In lieu of paying annual dues a member may choose to make a single payment in the amount established by the trustees, which shall entitle that member to a lifetime membership. Such moneys shall be paid into the reserve fund as described in Section (52).

 

Sec.  49.  FAMILY MEMBERSHIP- ANNUAL DUES:  Family annual dues shall be set at the rate of approximately 150% of individual member rates.

 

Sec.  50.  CHECKS:  All checks drawn in the name of said “Polish Home Association” upon any Bank in which any of its funds may be on deposit shall be signed in the name of said Association by the president or the treasurer. The treasurer shall have power to endorse the name of the Association by said treasurer on all checks and drafts and other negotiable or non‑negotiable instruments for the payment of money, which may belong to this Association.

 

Sec.  51.  RESERVE FUND:  A reserve shall be maintained at all times to which funds shall be contributed from time to time out of the net income of this Association. Such fund shall be kept separate and apart from the other funds of this Association, and shall not be loaned out, and shall always be kept on deposit in some savings or mutual bank in the name of said Association. Said fund shall not be used to cover the operating expenses Association but shall be used to effect major improvements to Association facilities as directed by the Board of Trustees.

 

Sec.  52.  COMMITTEE ‑ DISCHARGE:  No special or standing committee or any individual or individuals handling funds of this Association shall ever be discharged until their accounts have been audited by the Audit Committee.

 

Sec.  53.  SALARIES:  No salary or compensation shall be paid to any officer of this Association for his/her duties as an officer or trustee.

 

Sec.  54.  DIVIDENDS:  The funds and income of this Association shall be kept and used for the exclusive uses and purposes of this Association. No dividends or profits shall ever be declared or paid to any said members of this Association.

 

 

ARTICLE 8:

 

Sec.  55. CORPORATE SEAL: The corporate seal of this Association shall contain the following words:

 

                        Polish Home Association            Incorporated 1918         Seattle, Washington

 

And the following is an impression of such corporate seal:

 

                                                                                                ASSOCIATION SEAL

 

Sec.  56.  FINAL DISSOLUTION:  Whenever a written petition for dissolu­tion of this Association upon the ground that its objects can no longer be successfully carried out shall be signed by one‑third (1/3) of the various members and presented to a regular meeting of said trustees, they shall take the time until their regular monthly meeting to check over the signers, and if such petition is found to contain the required signers, then the trustees shall order said petition to be voted at the earliest quarterly meeting of said  members thereafter, after a notice shall have been mailed to each member at least three (3) months before such quarterly meeting, and such notice shall in all other respects be given as required for special meetings of said members. At such meeting the vote shall be first taken on the question, "Can this Association carry out its objects successfully?" and next upon the question, "Shall this Association be dissolved?" If the first said question shall be voted " No " and if the said second question shall be voted " Yes " upon a roll‑call vote duly recorded, and each vote shall be at least a three‑fourths (¾) vote of all members, then such dissolution shall be carried, provided that such vote shall be voted by said members who are organizations and persons of legal age, and also represent at least three‑fourths (¾) of all said members of this Association. In any such dissolution, the debts shall be promptly paid in full, and the property of this Association shall then be disposed of and the proceeds distributed to a fund, foundation or other entity which is organized and operated by Poles or Polish Americans for charitable, scientific, literary or educational purposes, each selected by said members, and all sales or other dispositions of the property of this Association, and all other steps thereafter taken in carrying out such dissolution and such sales and division of property shall each and all be done under and by virtue of at least the same vote as is required for voting dissolution of this Association.

 

Sec.  57.  AMEND BY-BYLAWS: Section (2) of these By‑laws shall never be amended or changed in any respect whatsoever. Amendments to any other of these By‑laws by changing, altering or annulling the same or any thereof, or by adopting any new by‑law or by‑laws may be made at any quarterly or special meeting or by mail of said members by a vote of at least two‑thirds (2/3) of all voting Members of this Association, provided, such notice for such meeting shall have been given as is required for calling and holding special meetings of said Members; and, provided, further, that said two‑thirds (2/3) or more of said Members shall be voted by dues paid Members.

END