Bylaws of the Baloch Community Services of Seattle

ARTICLE I. NAME OF ORGANIZATION

The name of the organization shall be Baloch Community Services of Seattle, hereinafter referred to as BCS Seattle.

ARTICLE II. CORPORATE PURPOSE

Section 1. Nonprofit Purpose

BCS Seattle is a nonprofit organization incorporated under the laws of the State of Washington, with the principal administrative office initially located in Lynnwood, WA. This location may be changed by a formal resolution of the Board of Directors if necessary.

BCS Seattle is organized exclusively for charitable and cultural purposes as defined under Section 501(c)(3) of the Internal Revenue Code. The primary purpose of the organization is to engage in activities that enhance and promote the cultural heritage and community welfare of the Baloch community in the Greater Seattle area. This includes:

  • Organizing educational programs and language classes.
  • Hosting cultural events and social activities that promote Baloch heritage.
  • Providing social services to support the integration and well-being of community members.

BCS Seattle is dedicated to soliciting and receiving charitable donations from individuals, corporations, and other entities. These funds will be used directly to support its exempt purposes, ensuring all activities align with IRS regulations governing 501(c)(3) organizations. No part of the net earnings will benefit any private shareholder or individual. Furthermore, no substantial part of the organization's activities shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of (or in opposition to) any candidate for public office.

Section 2. Specific Purpose

The specific purpose of BCS Seattle is to serve the Baloch community in the Greater Seattle area by providing language classes, cultural events, social services, and promoting Baloch culture and heritage.

ARTICLE III. MEMBERSHIP

Section 1. Eligibility for Membership

Membership in BCS Seattle is open to any individual currently residing in Washington State who is of Baloch descent and supports the mission and goals of the organization as outlined in the Specific Purpose section. Membership eligibility includes:

Section 1. Application Process

Prospective members must submit a completed membership application form. The Board of Directors or its designated committee will review all applications to ensure they meet the eligibility criteria.

Section 2. Dues

Membership is granted upon the payment of registration fee and annual dues, the amount and payment terms of which are specified in Article XI.

Section 3. Rights of Members

Each member in good standing is entitled to:

  • Vote in BCS Seattle elections and on matters brought before the membership.
  • Attend all general meetings and participate in the discussion.
  • Serve on committees and, if elected or appointed, serve on the board.

Section 4. Responsibilities of Members

Members are expected to:

  • Uphold the organization's bylaws and abide by its policies and procedures.
  • Pay annual dues as specified.
  • Actively participate in the organization’s activities and support its mission.

Section 5. Resignation and Termination

Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated if he or she failed to pay membership dues for three consecutive months.

ARTICLE IV. MEETINGS

Section 1. Annual Meetings

The annual meeting of BCS Seattle shall be held on a specific day each year, to be determined by the Board, for the purpose of electing Directors and for the transaction of other business. Notice of this meeting shall be given at least 30 days in advance through traditional mail and electronic communication.

Section 2. Regular Meetings

Regular meetings shall be held quarterly, the specifics of which will be determined by the Board. These meetings may be conducted virtually if necessary.

Section 3. Special Meetings

Special meetings may be called by the chairperson of the Board, or at the request of no less than one-third of the members of the Board. Notice of any special meeting must be given at least 10 days in advance, with an agenda attached.

Section 4. Notice

Notice of any meeting shall be given at least 10 days in advance via email and posted on the organization's official communication channels.

Section 5. Quorum

A majority of the current members shall constitute a quorum for the transaction of business at any meeting.

Section 6. Manner of Acting

Decisions are made by a majority vote of those present at a meeting at which a quorum is present.

ARTICLE V. BOARD OF DIRECTORS

Section 1. General Powers

The Board of Directors shall manage the affairs of BCS Seattle. It shall have control of and be responsible for the management of the affairs and property of the organization.

Section 2. Number, Tenure, Requirements, and Qualifications

The Board shall consist of not less than three (3) nor more than nine (9) Directors. Each Director shall hold office for a term of two (2) years and until his or her successor is elected.

Section 3. Regular Meetings

The Board shall hold a minimum of four (4) regular meetings per calendar year. Notice of all such meetings shall be given to Directors not less than seven (7) days prior to the meeting date.

Section 4. Special Meetings

Special meetings of the Board may be called by or at the request of the President or any two Directors.

Section 5. Notice

Notice of any special meeting of the Board shall be given at least five (5) days previously thereto by written notice delivered personally or sent by mail or email to each Director at his or her address as shown by the records of BCS Seattle.

Section 6. Quorum

The presence of at least fifty percent (50%) of the Board shall constitute a quorum for the transaction of business at any meeting of the Board.

Section 7. Manner of Acting

The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

ARTICLE VI. OFFICERS

Section 1. Officers

The officers of BCS Seattle shall consist of a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, and a Treasurer. These officers are to be elected by the Board of Directors and are tasked with upholding the purpose and integrity of the organization in accordance with the bylaws.

  • President: The President shall preside at all meetings of the organization and of the Board of Directors, represent the organization at community and public events, and serve as the primary spokesperson for BCS Seattle. The President also ensures the execution of board decisions, oversees the management of BCS Seattle’s activities, and reports directly to the board.
  • Vice President(s): Each Vice President shall assist the President and shall substitute for the President in their absence. Vice Presidents may also oversee key committees within the organization and take on special assignments as designated by the President or the Board.
  • Secretary: The Secretary shall keep all records of the organization, take and record minutes of all meetings, handle correspondence, and send out meeting announcements. The Secretary also maintains the membership records and ensures that all official records are maintained and available as required by law.
  • Treasurer: The Treasurer shall oversee the financial management of BCS Seattle, including the custodianship of all funds and securities of the organization. Responsibilities include keeping full and accurate accounts of receipts and disbursements, preparing financial reports for each board meeting, and ensuring compliance with financial regulations and standards.

Section 2. Election and Term of Office

The officers of BCS Seattle shall be elected annually by the Board of Directors at the first meeting of the Board of Directors following the annual meeting of the members. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified.

Section 3. Removal

Any officer elected or appointed may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby. However, such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Section 4. Vacancies

A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Powers and Duties

The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed by the Board of Directors and as specified in the detailed officer roles and responsibilities outlined in the policies and procedures manual.

ARTICLE VII. COMMITTEES

Section 1. Committees of Directors

The Board of Directors may establish and appoint members to one or more committees, each consisting of at least two Directors and other persons as appointed by the Board. These committees are empowered to manage the corporation within the scope defined by specific resolutions. However, they do not hold authority to amend bylaws, modify board resolutions, elect or remove members of committees, directors, or officers, alter articles of incorporation, implement merger or consolidation plans, authorize significant asset transactions, dissolve the corporation, or override unamendable board resolutions.

Section 2. Term of Office

Each member of a committee shall continue as such until the next annual meeting of the members of the corporation and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member is removed from such committee, or unless such member shall cease to qualify as a member thereof.

Section 3. Chairman

One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.

Section 4. Vacancies

Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 5. Quorum

Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 6. Rules

Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

ARTICLE VIII. CONTRACTS, C2ECKS, DEPOSITS AND FUNDS

Section 1. Contracts

The Board of Directors may authorize any officer(s) or agent(s), apart from those 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 as determined by the Board.

Section 2. Checks, Drafts, or Orders

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(s) or agent(s) of the organization and in such manner as shall from time to time be determined by resolution of the Board of Directors. At least two authorized signatures shall be required for amounts over a specified threshold.

Section 3. Deposits

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. The Treasurer shall ensure that all funds are deposited within a reasonable timeframe after receipt.

Section 4. Gifts

The Board of Directors or its designated committee may accept contributions, gifts, bequests, or devises for the organization's general or specific purposes. However, significant gifts that might entail financial or ethical obligations require Board review and approval.

ARTICLE IX. BOOKS AND RECORDS

Section 1. Maintenance of Books and Records

BCS Seattle shall maintain accurate and complete books and records of account, minutes of the proceedings of its members, the Board of Directors, and any committees with board-delegated powers. Additionally, BCS Seattle shall maintain a list of names and addresses of all members.

Section 2. Documentation and Record Keeping

  • Financial Records: The Treasurer is responsible for ensuring that all financial records are maintained in accordance with generally accepted accounting principles (GAAP) and reviewed annually by an independent certified public accountant.
  • Meeting Minutes: The Secretary shall document and keep detailed minutes of all meetings, which shall include voting outcomes, board decisions, and the rationale for decisions.
  • Membership Records: The Secretary will also maintain up-to-date membership records, and these shall be available for inspection by members for purposes related to their interests as members.

Section 3. Inspection of Records

  • Member Access: All members shall have the right to inspect the books, records, and minutes of the corporation during regular business hours at the principal office of the corporation, provided they submit a written request five (5) business days in advance, specifying the purpose of the inspection, which must be related to their interest as members.
  • Confidentiality: Certain records may be withheld from inspection for privacy, confidentiality, or as otherwise provided by law.

Section 4. Electronic Records

In addition to maintaining physical copies of all records, BCS Seattle shall also keep electronic copies of all documents as backups and to facilitate easier access when necessary. The electronic records shall be managed and backed up by the Secretary.

ARTICLE X. FISCAL YEAR

Section 1. Definition of Fiscal Year

The fiscal year of BCS Seattle shall begin on January 1st and end on December 31st of each year. This period will govern all financial reporting and budgeting processes.

Section 2. Budget Cycle

  • Budget Planning: The Board of Directors shall oversee the preparation of the annual budget. The budgeting process shall begin no later than October of the preceding fiscal year to ensure adequate review and adjustment before the new fiscal year begins.
  • Budget Approval: The proposed annual budget shall be presented to the membership for approval at the annual meeting in November. Once approved, this budget shall guide the organization’s financial activities for the upcoming fiscal year.

Section 3. Year-End Review and Reporting

  • Annual Review: At the end of each fiscal year, the Treasurer shall prepare a comprehensive financial report, which shall be audited by an independent certified public accountant. This report shall include a balance sheet, statement of revenues and expenditures, and comparison with the annual budget.
  • Member Access: The annual financial report shall be made available to all members within 60 days of the fiscal year-end, ensuring transparency and accountability. Members may request additional details or clarifications during the annual meeting or as stipulated in the bylaws.

ARTICLE XI. DUES

The Board of Directors may determine from time to time the amount of registration fee, and annual dues payable to the corporation by members.

Section 1 a. Registration Fees

The amount required for initial registration fees shall be $20 per member, unless changed by a majority vote of the members at an annual meeting of the full membership.

Section 1 b. Annual Dues

The amount required for annual dues shall be $60 each year, unless changed by a majority vote of the members at an annual meeting of the full membership. Continued membership is contingent upon being up-to-date on membership dues.

ARTICLE XII. AMENDMENTS TO B2LAWS

Section 1. Proposal of Amendments

Amendments to these Bylaws can be proposed by any of the following:

  • A two-thirds vote of the Board of Directors, or
  • A petition signed by at least thirty percent (30%) of the membership entitled to vote, submitted to the Secretary.

Section 2. Notice Requirements

Once an amendment has been proposed, the Secretary must issue a notice to all members at least thirty (30) days before the meeting at which the amendment will be voted on.The notice must include:

  • The text of the proposed amendment,
  • The reasons for the proposed changes,
  • The time and place of the meeting.

Section 3. Adoption of Amendments

Amendments to these Bylaws shall be adopted by:

- A two-thirds (2/3) majority vote of the members present and voting at a meeting where a quorum is present, ensuring that such changes receive broad support and are not made lightly.

Section 4. Documentation and Record Keeping

The Secretary shall document all amendments to the Bylaws and maintain an archive of all historical and current versions. This documentation must be accessible to all members and available for inspection during reasonable business hours.

ARTICLE XIII. DISSOLUTION CLAUSE

Section 1. Dissolution

Upon the dissolution of Baloch Community Services of Seattle, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or 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. No part of the net assets or net earnings of the organization shall inure to the benefit of or be distributable to any member, trustee, officer of the organization, or any private individual, nor shall any private individual or person having a personal and private interest in the activities of the organization be entitled to share in the distribution of any of the organization assets on dissolution of the organization.