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Albanian-American Association of Washington

DRITA E ARBERISE – DEA

BYLAWS

DRITA E ARBERISE – DEA is established as a charitable cultural and educational organization with the
purpose of preserving, promoting and advancing the understanding and appreciation of Albanian
language, culture and heritage among people of Albanian descent and all interested citizens and
residents alike in Washington State.

ARTICLE I
NAME

The name of this organization shall be Albanian-American Association of Washington DRITA E ARBERISE
– DEA, hereafter referred to as the Association. The association is intended to be a not-for-profit
organization under section 501(c)(3) of the Internal Revenue Service tax code. Its office is located at 507
171st ST SW Lynnwood, WA 98037. The Board of Directors is granted authority to change the location of
the principal office.

ARTICLE II
MISSION

Section 1
The association’s primary goal is to serve the well-being and promote cultural expression of Albanian-
American community in Washington State by disseminating Albanian language, customs and heritage.
Section 2
The association’s aim is also to facilitate cross-cultural exchanges and illuminate shared values of
Albanians in the United States and elsewhere with the enduring values of the American society at large.
Section 3
Support the educational path and bilingual pursuits of Albanian-American children and youth through an
Albanian Language School and meaningful educational, social and cultural events.

ARTICLE III
MEMBERSHIP: ACTIVE MEMBERS

Section 1
All citizens and residents of Albanian descent who live in Washington State and who are interested and
committed to the mission, goals, and purposes of the association are eligible to the membership in this
association.
Section 2

All citizens and residents of any descent who live in Washington State and who are willing to support the
mission, goals and purposes of the association are eligible to the membership.
Section 3
ASSOCIATE MEMBERS of the association shall be those persons at least 18 (eighteen) years old, (1) who
are interested and willing to contribute to the furtherance of the purpose of the association, (2) who
have paid the membership fee, as determined by the Board, (3) whose application has been approved
by the Membership Committee, in accordance with the rules established by the Board. Each person who
satisfies these requirements shall be entitled to one Associated Membership, regardless of their
descent.
Section 4
HONORARY MEMBERS of the association shall be those persons upon whom such membership is
conferred by the Board. Persons of distinction of Albanian and/or non-Albanian descent of any state
within the United States may be elected by the Board of Directors to honorary membership in the
association, upon the approval by the Membership Committee. Honorary members shall be entitled to
the privileges of any other member, but shall not be entitled to vote; and shall pay no dues and shall
have no right, title, or interest in any property of the association.

ARTICLE IV
Membership Dues

Section 1
Each member shall pay annual membership dues in such amounts and at such times as shall be
determined by the Board.
Section 2
No person shall be in good standing and shall not be entitled to vote as a member if that person’s dues
are in arrears for longer than 40 (forty) days.

ARTICLE V
OFFICERS

Section 1
Subject to limitations of applicable law, the Articles of Incorporations and these Bylaws, the activities
and affairs of the association shall be conducted and all association powers shall be exercised by or
under the direction of the Board.
Section 2
The officers of the association shall be a President, a Vice President, a Secretary, a Treasurer and a
Coordinator of cultural and educational activities.
Section 3
The authorized number of officers shall be not less than 5 (five) and not more than 7 (seven) until
changed by amendment of the Bylaws.
Section 4 – Duties

PRESIDENT – is the general manager and chief executive officer of the association and has, subject to
the control of the Board, general supervision, direction, and control of the affairs and officers of the
association. The president has the general powers and duties of management usually vested in the
office of president and other powers and duties prescribed by the Board. The president is an ex-officio
member of the Board, and shall preside at all meetings of the Board.
VICE PRESIDENT – in the absence or disability of the president, the vice president shall perform all the
duties of the president. A vice president so acting shall have all the powers of, and be subject to all
restriction upon the president. The vice president shall have other powers and perform other duties
respectively prescribed for them by the Board.
SECRETARY – shall keep or cause to be kept, at the principal office or other place ordered by the Board,
a book of minutes of all meetings of the Board and its committees, with the time and place of holding,
whether regular or special, the notice given of the meetings. The secretary shall keep at the principal
office in the Washington State the original or a copy of the association’s Articles of Incorporation and
Bylaws, as amended to date. The secretary shall give notice of all meetings of the Board and any
committees of the Board required by these Bylaws or by the law to be given, shall keep the seal of the
association in safe custody, and shall have other powers and perform other duties prescribed by the
Board.
TREASURER – is the chief financial officer of the association and shall keep and maintain adequate and
correct accounts of the properties and business transactions of the association. The books of the
account shall at all times be open to inspection by any director. Immediately following the close of the
fiscal year, the treasurer shall collect dues and notify the Board of Directors of members in arrears. The
treasurer shall pay all the association’s bills that have been approved by the Executive Committee, shall
present to the Board of Directors a quarterly statement of all receipts and disbursements, and prepare
an annual financial report. The treasurer shall make a report at each Board meeting, chair the finance
committee, assist in the preparation of the budget, help develop fundraising plans, and make financial
information available to directors and the public.
COORDINATOR OF CULTURAL AND EDUCATIONAL AFFAIRS – shall chair the committee that administers
cultural activities and coordinates educational process, implements Board’s decisions and the
committee’s instructions on the content and practical implementations of the programs.

ARTICLE VI
BOARD OF DIRECTORS

Section 1 – The Composition
There shall be vested in a Board of not less than 5 (five) directors and not more than 7 (seven) unless or
until changed by amendment or the Bylaws, the authority to govern the association, by directing its
policy and operations in all matters relating to the purposes for which it has been formed. No director
shall have any right, title, or interest in or to any property of the association.
Section 2 – Powers
The activities and affairs of the association shall be conducted and all association’s powers shall be
exercised by or under the direction of the Board. The Board shall have the following powers in addition
to the other powers enumerated in these Bylaws:

    • To elect and remove the Educational and Cultural Coordinator(s), Vice-President(s), Treasurer,
      the Secretary of the Board, and the Honorary President.
    • To select or remove all the other officers, whose actions that are not inconsistent with the law,
      Articles of Incorporation, or these bylaws.
    • To oversee the activities of the Executive Committee and officers.
    • To adopt and use a corporate seal, to prescribe the forms of the certificates of membership.
    • To propose distinguished individuals for honorary membership in the association.
    • To make new amendments and/or modify Bylaws.

Section 3 – Resignation
Resignation from the Board must be in writing and presented to the Board of Directors, the President, or
the Secretary.
Section 4 – Expulsion
A Board member shall be expelled for excess absences from the Board if he/she has 3 (three) unexcused
absences from Board meetings in a year. A Board member may be removed for other lawful reasons by a two-thirds vote of the remaining directors.
Section 5 – Vacancies
A vacancy in any office because of death, resignation, removal, or any other cause shall be filled as they occur and not on an annual basis. Nominations for new members may be received from present
directors by the secretary two weeks in advance of a Board meeting.
Section 6 – Meetings
Not less than four meetings shall be held by the Board of Directors at such time and place as the
president of the association shall determine. The president shall call other meetings of the Board when requested in writing by at least 3 (three) members of the Board.
Section 7 – Special Meetings
Special meetings of the Board for any purpose may be called at any time by the president, any vice-
president, the secretary or any two directors. Special meetings of the Board shall be held upon 5 (five) days written notice or by electronic transmission by the association, addressed to each director. Voting by proxy shall not be permitted.
Section 8 – Quorum
A qualified majority of the authorized member of directors constitutes a quorum of the Board.

ARTICLE VII
ANNUAL MEETINGS

Section 1
At least one general annual meeting of the association and its members shall be held each year at such
time and place as the Board of Directors shall determine. The Board of Directors shall meet no less than
four times a year; the Executive Committee at least once per quarter, and the Officers of the Association
shall also meet at least once per quarter.
Section 2

An annual report and financial summary shall be prepared no less than two weeks before the Annual
Meeting of the association and distributed to all members.
Section 3
An annual report to be submitted to the Board shall show income, expenditures, pending income, and
the financial records of the association are public information, and shall be made available to the
membership, directors and the public.
Section 4
Notice of each annual meeting shall be given to each voting member not less than 10 (ten) days before
the meeting.

ARTICLE VIII
ELECTIONS

Section 1
Active and associate members shall exercise their voting rights through the participation in the meeting
of the General Assembly, which shall be composed of all the members. The powers of the association
shall be exercised by the assembly, which may delegate those powers to the Board. The assembly shall
have the following powers in addition to the other powers enumerated in these Bylaws:
a. To elect and, upon Board’s recommendation, to remove the president of the association.
b. To increase or decrease by amendment of the Bylaws the number of directors of the Board.
c. To elect, fill vacancies, and, upon Board’s recommendation, to remove directors of the Board.
d. Upon the recommendation of the Board, to adopt, amend or repeal, in whole or in part, the
Articles of Incorporation and the Bylaws of the association.
e. To control the affairs and activities of the association and to make rules and regulations
therefore not inconsistent with law, the Articles of Incorporation, or these Bylaws.
Section 2
Annual meetings shall be held on a date and at a time which shall be fixed by the Board. In any year in
which directors are elected by the assembly, the election shall be held at the annual meeting.
Section 3
A majority of the voting power, represented at the meeting in person, shall constitute a quorum at any
meeting of the assembly. If a quorum is present, the affirmative vote of a simple majority of the voting
power represented at the meeting shall be the act of the assembly.
Section 4
Elections of directors shall be by ballot of the members of the association during the general annual
meeting – meeting of the assembly – by a simple majority vote, but if an annual meeting is not held, the
directors may be elected at any special meeting of the assembly held for that purpose. Each director
shall serve until the next annual meeting of the assembly and until a successor has been elected and
qualified.
At an organizational meeting of the Board, following the adoption of these Bylaws, the Board shall
divide directors though random selection into 3 (three) groups each as nearly equal in size as
practicable. One group shall hold office until the next following annual meeting of the assembly, the

second group shall hold office until the second following annual meeting of the assembly, and the third
group shall hold office until the third following annual meeting of the assembly.
The directors in each group shall hold office until specified annual meeting and until their respective
successors are elected and qualified. At each annual meeting of the assembly, a number of directors
shall be elected equal to the number of directors whose terms shall have expired at the time of the
meeting. After a director has served three full terms, one year shall elapse before he or she shall be
eligible for reelection to the Board.
Section 5
Nominations for election to the Board of Directors may be made by any member of the association.
Such nominations shall be submitted to the Board’s Election Committee not less than 15 (fifteen) days
prior to the annual meeting. The election committee shall evaluate all nominations and submit
recommendations to the Board of Directors. At the annual meeting, the list of nominees shall include a
summary of the background of the nominee(s), an affirmation of the nominee’s understanding of the
duties and responsibilities of directorship, and the Board’s Election Committee’s recommendations in
regard thereto.
Section 6
In advance of any meeting of the assembly, the Board may appoint inspectors of election to act at the
meeting. The number of inspectors shall be 3 (three).
Section 7
The president shall be the Presiding Officer at all meetings of the assembly. The presiding officer shall
conduct each meeting in a businesslike and fair manner. The presiding officer’s rulings on procedural
matters shall be conclusive and binding on all members, unless at the time of a ruling a request for a
vote on the ruling is made to the members entitled to vote and which are represented in person at the
meeting, in which case the decision of a majority of the voting power represented at the meeting shall
be conclusive and binding on all members. The presiding officer shall have all the powers usually vested
in the chair of a meeting of the assembly.

ARTICLE IX
COMMITTEES

Section 1 – Powers
The Board may appoint one or more committees, each consisting of directors and members, and
delegate to those committees any of the advisory authority.
Section 2 – Rules
Any committee to which any authority of the Board is delegated may only be created, and its members
appointed, by resolution adopted by a qualified simple majority of the authorized number of directors
then in office, provided a quorum is present, including the Executive Committee.
Section 3 – Records
Minutes shall be kept of each meeting of each committee.
Section 4

The executive committee coordinates and oversees activities of each specific committee, appoints a
chairperson of each committee. Each committee shall have only powers specifically delegated to them
by the executive committee. Upon incorporation the following committees will be established:
a. Public relations and membership committee
b. Community affairs committee
c. Educational and cultural affairs committee
d. Fundraising and events organizing committee

ARTICLE X
CONTRACT, CHECKS, BANK ACCOUNT AND INVESTMENTS

Section 1 – Checks, notes and contracts
The Board of Directors is authorized to select such depositories as it shall deem proper for the funds of
the association and shall determine who shall be authorized on the association’s behalf to sign bills,
notes, receipts, acceptances, endorsements, checks, releases, contracts and documents.
Section 2 – Investments
The funds of the association may be retained in whole or in part in cash or may be invested and
reinvested from time to time in such property, real and personal or otherwise, including stocks, bonds or
other securities as the Board of Directors may deem desirable.

ARTICLE XI
OFFICE AND BOOKS

Section 1 – Office
The office of the association shall be located within the State of Washington, at such place as is
designated in the Articles of Incorporation. The Board of Directors is granted authority to change the
location of the principal office.
Section 2 – Other offices
Other offices may be established any time by the Board.
Section 3 – Books
The association shall keep in its principal office in the State of Washington the original or a copy of its
Articles of Incorporation and of these Bylaws, records of account of the activities and transactions of the
association including a minute book with records of minutes of meetings of the Board of Directors,
which shall be open to inspection by members at all reasonable time during office hours.

ARTICLE XII
FISCAL YEAR

Section 1
The fiscal year of the association shall be the calendar year.

ARTICLE XIII

INDEMNIFICATION

Section 1 – Definitions
For the purposes of this Article XIII, “agent” means any person who is or was a director, officer,
employee, or other agent of the association; “proceeding” means any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative, or investigative; and “expenses” includes
without limitations attorney’s fees and any expenses of establishing a right to indemnification.
Section 2 – Indemnification in actions by third parties
The association shall have power to indemnify any person who was or is a party or is threatened to be
made a party to any proceeding, by reason of the fact that that person is or was an agent of the
association, against expenses, judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with that proceeding if that person acted in good faith and in a manner that
person reasonably believed to be in the best interest of the association.
Section 3 – Indemnification in actions by or in the right of the association
The association shall have the power to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action by or in the right of the association, to
procure a judgment in its favor by reason of the fact that the person is or was an agent of the
association, against expenses actually and reasonably incurred by that person in connection with the
defense or settlement of that action if the person acted in good faith, in a manner such a person
believed to be in the best interest of the association, and with such care, including reasonable inquiry, as
an ordinarily prudent person in alike position would use under similar circumstances. No indemnification
shall be made under this Section 3:
a. In respect of any claim, issue, or matter as to which that person shall have been adjudged to be
liable to the association in the performance of that person’s duty to the association.
b. Of amounts paid in settling or otherwise disposing of a threatened or pending action with or
without court approval; or
c. Of expenses incurred in defending a threatened or pending action that is settled or otherwise
disposed of without court approval.
Section 4 – Meeting of the Board
On written request to the Board by any of the particular agent seeing indemnification under these
Bylaws, the Board shall promptly convene a meeting and in good faith decide whether the applicable
standard(s) have been met and, subject to any required findings and other constraints, if any, upon its
power to provide such indemnification, if they have been met shall promptly authorize such
indemnification.
Section 5 – Separability
Each and every paragraph, sentence, term, and provision of this article is separate and distinct so that if
any paragraph, sentence, term, or provision shall be held to be invalid or unenforceable for any reason,
its invalidity or unenforceability shall not affect the validity or enforceability of any other paragraph,
sentence, term, or provision of this article.

ARTICLE XIV
AMENDMENTS

Section 1
These Bylaws may be amended or repealed, in whole or in part, by the approval of the 2/3 (two-thirds)
of the votes of the active members present at the annual meeting of the assembly, provided that the
proposed amendment has been previously approved of by the Board of Directors at least 10 (ten) days
in advance of the annual assembly.
a. Amendments can be proposed in writing by at least 1/3 (one-third) of the Board of Directors

ARTICLE XV
DURATION/DISSOLUTION

Section 1
The duration of the association’s existence shall be perpetual until dissolution. In case of dissolution of
the association, assets of the association shall be distributed in accordance with the laws of the non-
profit corporations within the provisions 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 state or local government, for a public/charitable purpose.

ARTICLE XVI
EXEMPTION REQUIREMENTS

Section 1
At all times the following shall be binding as conditions guiding the operations and activities of the
association:
a. No part of the net earnings of the association shall be used to the benefit of, or be distributable
to its members, trustees, officers, or other private persons, except that the association shall be
authorized and empowered to pay reasonable compensation for services rendered and to make
payments and distributions in furtherance of the purpose set forth in the mission statement
hereof.
b. No substantial part of the activities of the association shall constitute the carrying on of
propaganda or otherwise attempting to influence legislation, or any initiative or referendum
before the public, and the association shall not participate in, or intervene in (including by
publication or distribution of statements), any political campaign on behalf of, or in opposition
to, any candidate for public office.
c. Notwithstanding any other provisions of this document, the association shall not carry on any
other activities not permitted to be carried on by an organization exempt from federal income
tax under Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future
tax code.

ARTICLE XVII
INCORPORATORS

Section 1
In witness whereof, we, the undersigned, have hereunto subscribed our names for the purpose of
adopting these Bylaws for the purpose of regulating and governing the operations of the Albanian-

American Association of Washington DRITA E ARBERISE – DEA incorporated in the State of Washington
on the date of May 29th, 2011, and certify that we executed these Bylaws on October 10th, 2013.