Bylaws - Emma Goldman Finishing School
EMMA GOLDMAN FINISHING SCHOOL
A Washington State Nonprofit Corporation
ARTICLE I: Offices
The registered office of the corporation shall be located in the State of Washington at 1309 13th Ave S, Seatttle, WA 98144, or such place as may be fixed from time to time by the Membership upon filing of such notices as may be required by law. The registered agent shall have a business office identical with such registered office.
ARTICLE II: Definition
The name of the corporation is the Emma Goldman Finishing School (hereinafter COMMUNITY).
The purpose for which the COMMUNITY operates is to promote peace, justice, ecological stewardship and community, both within the Membership and in the world at large, through education, outreach, direct action and example.
Upon the dissolution of the COMMUNITY, the Membership will distribute the net assets to another nonprofit corporation whose purpose is substantially similar to the COMMUNITY.
The COMMUNITY shall have the power:
(A) To acquire, own, and utilize any real or personal property, or any interest therein, wherever situated.
(B) To sell, convey, mortgage, pledge, lease, exchange, or otherwise dispose of all or part of its property and assets, or any interest therein, wherever situated.
(C) To invest its money and acquire, own, and dispose of obligations, capital stock, mutual funds, or other securities.
(D) To borrow money, issue, or incur its obligations and secure any of its obligations by mortgage or pledge of or any security interest in all or any part of its property or assets, wherever situated.
(E) To lend money, and take and hold real and personal property as security for the repayment of funds.
(F) To make contributions and donations.
(G) To elect, appoint, retain, hire, or remove officers, employees, and agents of the COMMUNITY, define their duties, fix their reasonable compensation and the reasonable compensation of directors, to pay bonuses or other additional compensation of the foregoing for past services, and to establish pension or other deferred compensation plans.
(H) To enter into any obligation appropriate for the transaction of its affairs, including contracts or other agreements with its members.
(I) To sue and be sued and participate as a party or otherwise in any judicial, administrative, or other proceeding.
(J) To exercise all of the powers and means appropriate to effect the purposes set forth in Section 2.02 hereof.
(K) To exercise all of the powers vested by the law of Washington in nonprofit corporations.
ARTICLE III: Membership
There are three classes of Membership: provisional, full, and child.
(A) When an adult seeks Membership in the COMMUNITY, that adult may be given provisional Membership status by a consensus of full members. Provisional members have all rights and responsibilities of full members except where otherwise designated by these bylaws or other applicable policy.
(B) After not less than three months of provisional Membership an adult may be given full Membership status by a consensus of full members.
(C) A person who is born into the COMMUNITY or who joins the COMMUNITY as a dependent of an adult member is considered a child member until such time as both s/he and the full members agree by consensus to confer provisional or full membership on that member. To the extent possible, child members are encouraged to take an active part in COMMUNITY affairs, and adult members are expected to treat seriously the opinions of child members. However, children are not guaranteed equal say in COMMUNITY decisions.
The COMMUNITY shall establish an explicit procedure for admission of new members. Legal minors (as defined by the state of Washington) will not be admitted for membership unless accompanied by, or with the express approval of, their parent(s) or legal guardian(s).
(A) Provisional members can be expelled from the COMMUNITY at any time or for any reason with the consensus of full members.
(B) Up to four members, but never more than half of all permanent members, may be expelled at any given time from the COMMUNITY if the following conditions are met:
1.the grievance policy, as determined from time to time by the Membership, has been applied to the case and its procedures exhausted;
2.the members to be expelled are all being expelled for the same cause;
3.members to be expelled have all committed an egregious violation of the core values of the COMMUNITY;
4.a consensus of full members not subject to expulsion agrees to the expulsion.
(C) If a child member’s parent(s) or legal guardian(s) are expelled from the COMMUNITY, such that s/he has no parent or legal guardian remaining as a member within the COMMUNITY, that child is also no longer a member of the COMMUNITY.
The annual meeting of the members shall be held within the first 180 days of each calendar year at a time and at a place within or without the State of Washington to be determined by the Membership.
Special meetings of the members may be called by the President, or by petition in writing signed by not fewer than twenty-five percent (25%) of the members of the COMMUNITY and filed with the Secretary.
At any meeting of the members sixty-six percent (66%) of the full Membership shall constitute a quorum. All decisions require full consensus of all voting representatives present. The Membership may provide for vote by proxy and the form of such proxy.
Not fewer than one week prior to each meeting, notice shall be posted at 1309 13th Avenue S Seattle, WA, or mailed, postage prepaid, or emailed to all members at their addresses listed in the records of the COMMUNITY setting forth the date, time, and place of such meeting and indicating the nature of the business to be transacted at such meeting. Anything contained in this paragraph to the contrary notwithstanding, an emergency meeting of the Membership may be called upon twenty-four (24) hours notice by any full member. No notice of the time, place, or purpose of any meeting need be given to any member who, in writing, executed and filed with the records of the meeting before or after the holding thereof, waives such notice or attends the meeting.
Full members shall have the sole and exclusive power to adopt, amend, or revoke the COMMUNITY’s Bylaws and to undertake all other lawful corporate action including the power to amend the Articles of Incorporation, to direct the operations of the COMMUNITY, and to authorize any and all programs and transactions which the COMMUNITY may undertake or engage in including fundamental transactions such as merger, consolidation, divestiture, and dissolution.
ARTICLE IV: Officers and Committees
The officers of the COMMUNITY shall be a President, Vice President, Secretary, and Treasurer. Officers shall be elected for a one (1) year term by the Membership at its annual meeting or whenever a vacancy occurs. The President, Vice President, Secretary, and Treasurer shall be Directors. Each Officer shall serve until a successor is elected and qualified. One person may hold more than one office.
(A) The President shall be authorized to sign contracts, checks, conveyances, or other documents or instruments on behalf of the COMMUNITY in accordance with resolutions adopted by the Membership.
(B) The Vice President shall be authorized to perform all duties of the President in the
absence of or upon the disability of the President. The Vice President shall have such other duties as may be prescribed by the Membership.
(C) The Secretary shall attend the Annual Meeting and act as clerk thereof. He or she shall be the custodian of the COMMUNITY’s corporate records and corporate seal. The Secretary shall also be responsible for the sending of all notices which are required to be sent by these Bylaws.
(D) The Treasurer shall monitor the COMMUNITY’s financial activities including, but not limited to, banking, investment, collection and disbursement, and recordkeeping activities. The Treasurer shall prepare and submit to the Membership financial statements showing the COMMUNITY’s financial condition.
The Membership may appoint such Committees as it deems necessary to implement the purposes of the COMMUNITY. The Membership may authorize committees to exercise any powers of the Membership.
ARTICLE V: Values and Practices
The core values of the COMMUNITY are:
(A) Societal Change. We believe that our society encourages profound injustices, rampant violence, ruinous ecological destruction and greed, and that these problems are embedded in the dominant systems of governance and economy. We therefore favor radical, systemic change and to opposing today’s dominant systems, including capitalism, patriarchy and white supremacy.
(B) Egalitarianism. Because we believe all people have equal potential, we believe all deserve equal access to power and resources, as well as equal rights and responsibilities. We believe that hierarchy (defined as unequal access to power) inherently includes oppression. We therefore seek to build organizational and governance structures without hierarchy. We seek a community based in the principles of direct, participatory democracy, which embodies equality, freedom and diversity. We regard freedom of expression to be impossible without freedom from want.
(C) Non-violence. Because we envision a non-violent world, we are therefore committed to using non-violent means to achieve it. We recognize our shared humanity and the equal right of all people to exist. We define non-violence as active non-cooperation with oppression; non-violence is not synonymous with pacifism, or a mere absence of violence. We recognize the complexity of social change, and the dangers inherent in pursuing change. We affirm that non-violence may be practiced as an absolute moral value, or as a strategic one. We affirm the right of other communities to self-determination in their morals and strategies. We also recognize that our choice of non-violence benefits from the considerable privilege Emma Goldman Finishing School enjoys from its place within the dominant culture.
(D) Ecology. We believe that human systems and natural systems can and should be harmonized. We believe human impacts should be reduced, particularly among those who consume the most. At Emma Goldman Finishing School we aim to reduce consumption of resources, and weigh all community decisions on the basis of ecological impact.
(E) Simplicity. We believe that living simply brings a richer quality of life. We do not buy the lies of corporate culture telling us our worth is in our stuff. Consumption is an expression of the psychological and spiritual poverty of our culture. Simplicity reduces our ecological impacts, promotes fairness, and withdraws support from the culture of commodification. We live simply by meeting needs not wants, and by providing a culture of non-material abundance.
(F) Community Living. Living in community is a rejection of the culture of alienation and isolation. We value the benefits of community, including mutual support and interdependence, fun, social engagement, and the learning and growth that comes from challenges and conflicts within the community. We also recognize and are enriched by the wide range of personal interests and paths of each of our members. We support one another as individuals, as activists, and as members of our shared community.
The core practices of the COMMUNITY are:
ARTICLE VI: Financial Affairs
The fiscal year of the COMMUNITY shall end on December 31 of each year.
The funds of the COMMUNITY shall be deposited in one or more banks or financial institutions as designated by the Membership. All checks shall be signed by such persons as the Membership may from time to time designate.
ARTICLE VII: Indemnification of Officers, Directors, Employees and Agents
The corporation shall indemnify its officers, directors, employees and agents to the greatest extent permitted by law. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation or who is or was serving at the request of the corporation as an officer, employee, or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan, against any liability asserted against such person and incurred by such person in any such capacity or arising out of any status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article.
ARTICLE VIII: Dissolution of the COMMUNITY
The COMMUNITY may dissolve by resolution of the Membership. The manner of dissolution shall be as required by the law of the United States, of the State of Washington, and the official acts of the Membership.
Upon dissolution, the COMMUNITY’s assets shall be distributed to an organization or organizations which is or are organized exclusively for charitable, scientific, or educational purposes, or any of them, and which shall be qualified as an organization exempt from taxation under Section 501(a) of the Internal Revenue Code of 1954, as amended, and as an organization contributions to which are deductible for federal income tax, estate and gift tax purposes, to be used by such organization or organizations for the above-stated purposes.
ARTICLE IX: Conflict of Interest
Directors, officers, and employees shall be required to disclose to the Membership all material facts relating to any financial interest he or she or his or her employer or family member may have in any contract or transaction which the COMMUNITY may undertake.
No private inurement is contemplated.
ARTICLE X: Records
There shall be kept at the registered office of the COMMUNITY a record of the transactions of the COMMUNITY, a record of the proceedings of the Membership, and the original or a copy of the Bylaws, including all amendments or modifications thereto. A Membership book shall also be kept at the registered office, giving the names of the current members in alphabetical order, and showing their respective addresses. Every member shall have the right to examine, at any reasonable time and for any reasonable purpose, the Membership book, books, or records of account, and records of the proceedings of the Membership, and make extracts therefrom.