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By LawsI. NameThe name of the organization shall be Mukden Prisoners of War Remembrance Society (MPOWRS). II. MeetingsA. Regular meetings shall be held via an Internet (Instant Message) Conference monthly or as needed. B. Special meetings may be held at any time when called for by the Chair or a majority of Board members. C. Agendas shall be provided a week in advance. D. Annual meetings will be held in conjunction with the annual Mukden Reunion, at which time, elections will be held. III. MembershipA. Membership is open to all who apply, hold a valid membership card, and make a donation to the group. Donations will be used for trip scholarships, expenses, and support of the museum. B. Voting 1. All members may vote for Board members. 2. A member unable to attend the annual meeting may assign his/her right to vote to another member (proxy) by sending a paper or electronic letter to the proxy granting the right to vote and instructions. 3.
The Proxy must present a copy of the proxy letter to the secretary
at the annual meeting, prior to voting. IV. Board of DirectorsA. The Board of Directors shall serve without pay and consist of between 5 and 9 members. B. Board Members shall be: 1. Mukden Survivors, Descendants, or connected to the Mukden Museum, and 2. elected by the members of MPOWRS. C. Board members shall serve 2-year terms, standing for reelection by MPOWRS members with half the board being elected each year. D. Mid-tem vacancies shall be filled from the membership, by Board appointment. Appointees shall stand for election at the next annual meeting. E. Board members with 4 absences in a board year shall be dismissed from the Board. F. Any member may run for a board position upon submittal to the membership of a letter outlining his/her interest, background, qualifications, and agenda. G. Letters of interest must be sent to the secretary one month prior to the annual meeting. The Secretary will distribute letters to all members not later than 3 weeks prior to the annual meeting. V. OfficersA. The officers of the board shall consist of a President, Vice President, Secretary, and Treasurer as nominated and approved by the membership. B. Officers’ Duties 1. The President shall preside at all Board meetings, appoint committee members with the approval of the board, and perform other duties as associated with the office. 2. The Vice-President shall assume the duties of the President in case of the President’s absence and other duties as assigned. 3. The Secretary shall be responsible for the minutes of the Board, keep all approved minutes in a minute book, and send out copies of minutes to all. 4. The Treasurer shall create a budget with the assistance of a committee and/or other board members, keep record of the organization’s income and outgo, write checks, prepare monthly financial reports for the board, and prepare other reports as needed. VI. CommitteesA.
The Board may appoint standing and ad hoc committees as needed. VII. MeetingsA. Regular meetings shall be held via an Internet (Instant Message) Conference monthly or as needed. B. Special meetings may be held at any time when called for by the Chair or a majority of Board members. C. Agendas shall be provided a week in advance. D. Annual meetings will be held in conjunction with the annual Mukden Reunion, at which time, elections will be held. VIII. VotingA. A majority of board members constitutes a quorum. B. In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date. C. Passage of a motion requires a simple majority. IX. Conflict of InterestA. Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate refrain from discussion and voting on said item. X. Fiscal YearA. The fiscal year of the board shall be from January 1 – Dec. 31. Annual meetings and Elections will be held at the Stateside reunion. Xl.
Amendments
A.
These by-laws may be amended by a two-third vote of members present at the
annual meeting. |
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