Puget Sound Welsh Association Articles of Association & By-Laws

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2 Introduction These Bylaws and Articles of Association were developed by the By-laws committee, which included representation from the Cor Cymraeg, Dosbarth Cymraeg, and the Seattle Welsh Women's Club. The participation of all those listed below is gratefully acknowledged. Bylaws Committee: Jackie Cedarholm Edward David Jim Davies Kathleen Denning Olwen Jackson Kayla Ware Advisors: Jennifer Ducey Bob Matthews David Morgan Joel Ware IV David Williams History of this document: First Published: March 15, 1985 First Approved: March 29, 1985 Revision Dates: March 29, 1985 Editing, layout, and typesetting of all the material in [the original] pamphlet donated by Ware- House Computing, 816 N 59th St. Seattle. WA, Courtesy of Joel and Kayla Ware. 2

3 ARTICLES OF ASSOCIATION The undersigned, a majority of whom are citizens of the United States, desire to form a Non-Profit Association. First: The name of this Association shall be the. Second: The place in this state where the principal office of the Association is to be located is the City of Seattle, King County. Third: This Association is organized exclusively for education respecting Welsh arts and culture, or other charitable, and educational purposes, Including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). Fourth: The names and addresses of the persons who are the initial trustees of this Association are as follows: Name: Address: Jackie Cedarholm 2418 Lorenz Place N, Seattle, WA Edward David th PI NE, Bellevue, WA Jim Davies 4241 Greenwood Ave N, Seattle, WA Kathleen Denning 2814 NW Golden Drive, Seattle, WA Olwen Jackson 1001 Taylor Ave N #W2, Seattle, WA Gary Lundell /2 15th Ave NE, Seattle, WA Fifth: No part of the net earnings or other assets of this Association shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that this Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Third hereof. No substantial part of the activities of this Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and this Association shall not participate in, or intervene in (Including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, this Association shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal Income tax under section 501(c)(3) of the Internal Revenue Code of 1954 (or the 3

4 corresponding provision of any future United States Internal Revenue Law) or (b) by an association, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of (or the corresponding provision of any future United States Internal Revenue Law) Sixth: The Trustees may receive and accept property, whether real, personal, or mixed, by way of gift, bequest, or devise, from any person firm trust or association, to be held, administered, and disposed of in accordance with and pursuant to the provisions of these article of Association, but no gift, bequest or devise of any such property shall be received and excepted if it is conditioned or limited in such manner as to require the disposition of income or its principal to any person or organization other than a "charitable organization" or for other than charitable purposes within the meaning of such terms as defined in Article Third of these articles, or as shall in the opinion of the trustees, jeopardize the federal income tax exemption of this Association pursuant to section 501(c)(3) of the Internal Revenue Act of 1954, as now in force or afterwards amended. Seventh: A. This Association shall continue forever unless the trustees terminate it and distribute all of the principles and income, which action may be taken by the trustees pursuant to the relevant provisions of the By-laws. On such termination, the association funds shall; be distributed at the direction of the trustees, to or for the use of eligible organizations, as the trustees shall then declare eligible; for the purpose of this distribution, eligible organizations shall be selected strictly according to the following priorities; First, if any of the original constituent groups of the Association shall be, in the majority opinion of the trustees, still viable and active, then such original constituent groups shall be the eligible organization. Second, if any other nonprofit organizations can be identified either locally or abroad, which do pursue a stated purpose similar to those of this association either respect to the preservation of Welsh culture and tradition, and if such organizations be, in the majority opinion of the trustees, viable and active then any such organization is eligible. Third, if no organization can be identified as eligible pursuant to paragraph First or paragraph second, above, then any non-profit organization may be declared by the trustees to be eligible. The trustees may form and organize a nonprofit corporation limited to the uses and purposes provided for in these articles, such corporation to be organized under the laws of the state of Washington; such corporation when organized to have power to administer and control the affairs and property and to carry out the uses, objects, and purposes of this Association. Upon the creation and organization of such corporation, the trustees are authorized and empowered to convey, transfer, and deliver to such corporation all the property and assets to which this Association maybe or become entitled. The charter, bylaws, and other provisions for the organization and the management of such corporation 4

5 and its affairs and property shall be such as the trustees shall determined, consistent with the provisions of this paragraph. B. In these articles of Association, and in any amendments to it, references to "charitable organizations" or "charitable organization" mean corporations, trusts, funds, foundations, or community chests created or organized in the United States or in any of its possessions, whether under the laws of the United States, any state or territory, the District of Columbia, or any possession of the United States, organized and operated exclusively for charitable purposes, no par of the net earnings of which inures or is payable to or for the benefit of any private shareholder or individual, and no substantial part of the activities of which is carrying on propaganda, or otherwise attempting, to influence legislation, and which do not participate in or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office. It is intended that the organization described in this paragraph B shall be entitled to exemption from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954, as now in force or afterwards amended. C. In these articles of Association and in any amendments to it, the term "charitable purposes" shall be limited to and shall Include only religious, charitable, scientific, literary, or educational purposes within the meaning of those terms as used In section 501(c)(3) of the Internal Revenue Code of 1954 but only such purposes as also constitute public charitable purposes under the law of the State of Washington. In witness whereof we have hereunto inscribed our names this twenty-ninth day of March, Jackie Cedarholm Edward David Jim Davies Kathleen Denning Olwen Jackson Gary Lundell 5

6 PUGET SOUND WELSH ASSOCIATION BY-LAWS ARTICLE I. NAME The name of the not-for-profit association is PUGET SOUND WELSH ASSOCIATION (Cymdeithas Cymraeg Culfor Piwjet). ARTICLE II. PURPOSE The purposes for which this association is organized are to coordinate the activities of the Seattle Welsh Women's Club, the Seattle Welsh Choir (Cor Cymraeg) and the Seattle Welsh Language Learners (Dosbarth Cymraeg) In preserving our Welsh heritage in music, language and fellowship. A. To inform the public of our Welsh heritage through public exhibition, performance, study and/or teaching of the Welsh performing arts (music, drama, dance). B. To inform members of the activities, meeting schedules rehearsals and projects. C. To involve members in participating and assisting in special projects undertaken by any group of the association such as the traditional St. David's Day Celebration sponsored by the Seattle Welsh Women's Club. D. To involve members in: ARTICLE III. MEMBERS 1. Presenting and billeting visiting Welsh performing groups. 2. Organizing Nosen Lawen and Gamanfa Ganu functions. 3. Publishing of the newsletter - Y Llais (The Voice). Members of the Welsh Women s Club, the Seattle Welsh Choir, and the Welsh Language Learners are members of the. Any other individual who is of Welsh descent or who is not of Welsh decent but who admires the Welsh culture may become an individual member. Other requirements, dues, fees, and procedure associated with membership shall be determined by the Board. The Association is certified by the United States as being exempt from income taxation under the 26 USC Section 501(c)(3). ARTICLE IV. FISCAL YEAR The fiscal year of association shall be September 1 to August 31 every year except that the first fiscal year of association shall begin on the date of founding of the Association. 6

7 ARTICLE V. BOARD OF TRUSTEES A. NUMBER AND SELECTION The business and property of the shall be managed by a Board of not less than nine Trustees consisting of two representatives from each of the following constituent groups: Seattle Welsh Women's Club, Seattle Welsh Choir, Seattle Welsh Language Learners; plus three Trustees-at-Large who represent the PSWA individual members. Each constituent group will select its representatives in whatever manner it chooses. The Trustees-at-Large shall be elected by a vote of those Association members who are present, either in person or by proxy, at the annual General Meeting of the Association. B. TERM OF OFFICE A Trustee-at-Large shall serve a three-year term, except that among the first such Trustees, one of the Trustees-at-Large shall serve a one-year term and one shall serve a two-year term. C. VACANCY The Board will fill any vacancy in the position of Trustee-at-Large until the next general meeting. D. DUTIES The Board of Trustees of the is responsible for the administrative functioning of the. The recommendations of any individual or group connected with the Puget Sound Welsh Association must be approved, if they are to be implemented, by the Board, or in an emergency, by the President, Vice President, Secretary, and Treasurer. The Board will elect, from among its members, the President, Vice-President, Secretary and Treasurer. The Board will elect the Editor of the newsletter, Y Llais from the membership of the. E. MEETINGS 1. REGULAR MEETINGS Regular meetings of the Board of Trustees shall be held not less often than biannually at such place and on such day and hour as shall from time to time be set by the Board. All meetings shall be open to members of the Puget Sound Welsh Association who may speak but have no vote. 2. SPECIAL MEETINGS Special meetings of the Board of Trustees may be held at any place at any time whenever called by the President or the Secretary of the Puget Sound Welsh Association. 7

8 3. NOTICE OF MEETINGS Notice of the time and place of regular meetings of the Board and of general meetings of the membership shall be published in the newsletter and mailed to each member of the at least ten days prior to the meeting. Notice of the time and place of special meetings shall be given to each board member by mall, telephone, or persona communication by the Secretary or by the person calling the meeting at least four days prior to the meeting. 4. QUORUM A quorum will be five members of the Board. F. REMOVAL OF TRUSTEES Any Trustee may be removed by a two-thirds vote of the Trustees present at a duly called meeting of the Board. Trustees may be removed only for cause. Including but not limited to the following: 1. Lack of attendance at meetings 2. Neglect of duties 3. Misuse of Association funds ARTICLE VI. OFFICERS AND DUTIES A. PRESIDENT The President is responsible for providing leadership of the Puget Sound Welsh Association. The President: 1. is the presiding officer at all meetings. 2. may appoint standing committees with the approval of the Board. 3. may appoint such other committees as are necessary. 4. may assign specific responsibilities to Board members. 5. may together with the Secretary, sign contracts approved by the Board of Trustees. B. VICE-PRESIDENT The Vice-President shall take the place of the President and perform his/her duties whenever the President is absent. The Vice-president shall be the President-Elect and shall succeed to the office of the President upon that office becoming vacant. If neither the President nor the Vice-President is able to act, the Board shall appoint some other member of the Board to act on an interim basis. C. SECRETARY The Secretary shall keep the minutes of all meetings of the Board, and shall have charge of all association papers, books and records (other than books of account) of 8

9 the association. Upon ceasing to act as Secretary, the holder of such office shall deliver all the foregoing properties to the successor. D. TREASURER The Treasurer shall have custody of all the funds of the Association and have supervision on the collection and disbursement of such funds; shall maintain bank accounts in depositories designated by the Board; and shall pay all obligations incurred by the Association when such payment is authorized by the President of the Board. The Treasurer shall keep the books of account and submit a written report to the board at each regular meeting. Upon ceasing to act as Treasurer, the holder of such office shall deliver all the foregoing properties to his/her successor. ARTICLE VII. FINANCE A. DUES dues shall be collected from the members of each constituent group by the group and will be turned over to the Puget Sound Welsh Association treasurer. The individual members will pay dues directly to the Puget Sound Welsh Association. The amount of the dues will be recommended by the Board and approved by the members present at a general membership meeting. B. PROFIT FROM SPECIAL PROJECTS Profits from any special projects or events (including banquets, fundraisers, concerts, sales, membership drives, etc.) shall be divided among the sponsoring organizations, as directed by Board determination on a case-by-case basis. Categories of sponsorship follow: Events may be sponsored - 1. Solely by a constituent group. 2. Jointly by the Association, together with one or more constituent groups. 3. By the Association as a whole. ARTICLE VIII. AMENDMENTS No amendment to these Bylaws shall be enacted by the Puget Sound Welsh Association unless the requirements for a general membership meeting shall have been compiled with in accordance with Article V Section 3 herein. The affirmative vote of two-thirds of the members present, in person or by proxy, at such a meeting shall be required for enactment of any amendment to these Bylaws. ARTICLE IX. DISSOLUTION The Association may be dissolved by a two-thirds vote of the members present at a general meeting thereof. If the Association is so dissolved, trustees will distribute any remaining assets as directed in the Articles of Association. 9

10 Anthem Genedlaethol Cymru (The National Anthem of Wales) Mae hen wlad fy nhadau yn annwyl i ml, Gwlad beirdd a chantorion, enwogion o fri; El gwrol ryfelwyr, gwladgarwyr tra mad, Dros ryddid collasant eu gwaed. Gwlad, gwlad, pleidiol wyf i'm gwlad; Tra mor yn fur i'r bur hoff bau O bydded i'r hen iaith barhau. 10