Washington Pirate Party/Bylaws

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BYLAWS OF THE WASHINGTON PIRATE PARTY

Article I. Name and Office

Section 1.1. These are the Bylaws for the organization, which shall be called “Washington Pirate Party” (herein referred to as the "Organization"). This name shall be used for all official correspondence.

Section 1.2. The initial principal office of the organization is located at:

10721 Meridian Ave N #104C

Seattle, WA 98133.

Section 1.3. The Board of Directors of the Organization may change the principal office from one location to another within Washington State in accordance with Washington State RCWs. Changes of address must be submitted to the Secretary of State within 10 business days.

Section 1.4. The Organization may have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the Board of Directors may designate.

Article II. Logo

Section 2.1. The "official logo" of the Organization, which may be displayed in a variety of sizes or materials, shall be of the following design:

Section 2.2. When the official logo is needed to conform with the design requirements of digital media, the official logo may be substituted with a secondary logo, which shall be of the following design:

Section 2.3. The official logo or the secondary logo must be used whenever possible on all official correspondence.

Section 2.4. The use of the official logo and the secondary logo must be approved by the Board of Directors when no prior rule has been adopted.

Article III. Purpose and Activities

Section 3.1. The purpose of the Organization is to:

(i.) influence the selection, nomination, election or appointment of any ‘’’ui’’’ to state or local public office or office in a political organization within the state of Washington;

(ii.) promote Pirate Party platforms;

(iii.) work with the elected public officials at all levels to achieve the goals of the Pirate Party;

(iv.) encourage voter registration and voting;

(v.) raise and disburse monies needed for the continuing operation of the Organization and other purposes herein.

Article IV. Policies and Procedures

Section 4.1 The Policies and Procedures of the Organization herein must be approved by the Board of Directors, or an appointed committee by the Board of Directors.

(i.) Financial Accounting and Banking Policy

(ii.) Information Assurance Policy

(iii.) Transparency and Accountability Policy

Article V. Membership

Section 5.1. As set forth within these Bylaws, the main organizational bodies of this Organization shall be:

(i.) The General Membership

(ii.) The Board of Directors

(iii.) The Officers

Section 5.2. The Organization shall be structured as a "Member Organization". The Active Members shall elect all leadership, namely, the Officers and Board of Directors, in a manner consistent with these Bylaws. The Organization may also have various classes of members to be determined by the Board of Directors or by a committee duly organized or designated for such purpose.

Section 5.3. Dues amounts, if any, shall be determined by the Board of Directors of the Organization or any committee designated or organized for such purpose. The Board of Directors, or a committee designated by the Board of Directors, may establish multiple levels of Organization membership dues.

Section 5.4. A person initially becomes an “Active Member” by:

(i.) being an original founder of the Organization; or

(ii.) by participating in a minimum of three official meetings, whereby the Board of Directors may approve Active Membership status.

Section 5.5. An Active Member must participate in no less than a simple-majority (51%) of all Official Meetings for the prior 3 month time period, in which they have been an Active Member, in order to maintain their status as an Active Member.

Section 5.6. A “General Member”, or herein referred to as “General Membership”, is a person who is an existing member in one or more of the following:

(i.) Board of Directors

(ii.) Executive Committee

(iii.) Active Membership

Article VI. Board of Directors

Section 6.1. There shall be a Board of Directors of no less than 5 and no more than 10 General Members, which shall oversee the general management of the Organization.

Section 6.2. The Board of Directors, acting as a board of directors, shall conduct the business and affairs of the Organization and exercise, or direct the exercise of, all the powers of the Organization, and perform all lawful acts and things as are not by law, the Articles of Incorporation or these Bylaws directed or required to be exercised or performed by the Members in accordance with Article IV hereof.

Section 6.3. The Board of Directors Members are responsible for overseeing the committees for which each respective Board of Directors Member has directly or indirectly reporting to them.

Section 6.4. The Board of Directors shall elect a "Chair" from among the Board of Directors Members who shall preside at all meetings of the Board of Directors and who shall carry out any other ‘’’i’’’ deemed necessary by the Board of Directors by a super-majority vote (66%) of the Board of Directors.

Section 6.5. The Chair of the Board of Directors, for maintaining proper paperwork with city, state or federal requirements, may be used "on paper" as the "director", "CEO", or any other similar title. This designation does not provide the Chair any unique power unless approved by a super-majority vote (66%) of the Board of Directors.

Section 6.6. The Chair of the Board of Directors is responsible for:

(i.) Attendance for all Board of Directors meetings unless prearranged with the Vice Chair in writing or electronic format, and this change must be noted both on the Meeting Agenda and Meeting Minutes.

(ii.) The Chair must create all Meeting Agendas for all Board of Directors meetings and is responsible for delivering said Meeting Agendas to the Organization’s Secretary within 48 hours prior to a Meeting Agenda being sent to all expected attendees.

(iii.) The Chair is responsible for maintaining order during each Board of Directors meeting, initiating each Board of Directors meeting, and adjourning each Board of Directors meeting.

Section 6.7. The Board of Directors shall elect a “Vice Chair” from among the Board of Directors Members who shall preside at all meetings of the Board of Directors in the absence of the Chair. The Vice Chair shall carry out any other duties deemed necessary by the Board of Directors by a super-majority vote (66%) of the Board of Directors.

Section 6.8. The Board of Directors shall meet at least six times per calendar year, at least once per quarter. The requirements of "Board of Directors Meetings" may be satisfied if the requirements defined in Article X (Meetings) and Article XI (Voting and Quorum) hereof are met.

Section 6.9. The members of the Board of Directors shall be elected as follows:

(i.) At the first organizational meeting of the General Membership.

(ii.) Nominations for proposed members of the Board of Directors shall be made by the Active Membership.

(iii.) The term for each seat on the Board of Directors shall be 1 years. Such term length may be modified by the Board of Directors with a super-majority (66%) vote of the Board of Directors.

Section 6.10. Board of Directors Members shall serve without compensation, except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.

Section 6.11. Board of Directors Members may be removed from office for the following causes by a super-majority vote (66%) of the Board of Directors:

(i.) failing to attend three consecutive Board of Directors meetings or 60% of the Board of Directors meetings in a year;

(ii.) failing to honor commitments to engage in significant Board of Directors or Organization activities and programs; or

(iii.) undermining the policies and defined goals of the Organization.

Section 6.12. Members of the Board of Directors, or any committee of the Board of Directors, may participate in any meeting of the Board of Directors, or such committee, by conference telephone, Web-meeting, or similar communications equipment by means of which all persons participating in the meeting can directly communicate with each other, and participation in a meeting pursuant to this section shall constitute presence-in-person at such meeting.

Article VII. Officers

Section 7.1. The Officers of the Organization shall be:

(i.) Secretary

(ii.) Assistant Secretary

(iii.) Treasurer

(iv.) Assistant Treasurer

Section 7.2. In the event of a resignation by an officer of his or her position, the Board of Directors shall designate an officer to hold such position until the next scheduled election. All offices shall have a term of two (2) years.

Section 7.3. All such offices and term lengths may be modified by the Board of Directors or any other committee duly designated or organized for such purpose.

Section 7.4. The Offices set forth in this Article VII shall all be elected by the General Membership from within the Active Membership. After the election of the first group of officers, such outgoing officers shall be encouraged to collaborate with the incoming officers to ensure an organized transition if deemed appropriate by the Board of Directors

Section 7.5 Officers shall serve without compensation, except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.

Article VIII. Duties of Officers

Section 8.1. The Secretary is responsible for:

(i.) recording the minutes of all Board of Directors meetings, maintaining a complete archive of the Organization's minutes, and making those minutes available on the Organization's web site.

(ii.) maintaining a list of General Members of the Organization along with their contact information;

(iii.) the preparation of the Annual Organization Report for presentation to the Organization at the Annual Meeting.

Section 8.2. The Assistant Secretary shall assist the Secretary and attend meetings in the absence of the Secretary and shall be entrusted to take minutes of each meeting.

Section 8.3. The Treasurer is responsible for:

(i.) maintaining the Organization's financial records in compliance with the Generally Accepted Accounting Principles (GAAP);

(ii.) utilizing an accounting software program that complies with the Organization's Information Assurance policy under Article IX hereof;

(iii.) maintain a list of the Organization's bills and pay said bills on time, if any;

(iv.) the collection of dues, if any;

(v.) the preparation of the Organization's Annual Financial Report for presentation to the Organization at the Annual meeting in a manner consistent with Article X hereof.

Section 8.4. The Assistant Treasurer shall assist the Treasurer and attend any meetings in the absence of the Treasurer.

Section 8.5. Disbursements from the Treasury for Organization expenditures shall be made by the Treasurer. Any other Officer may have such authorization only if approved by the Board of Directors. All such expenditures shall be included in the relevant minutes of any General Meeting. Any disbursements outside any approved budgets must be approved by the Board of Directors.

Section 8.6. The duties set forth in this Article VIII for each office are only general in nature, and the Board of Directors or any other committee duly designated or organized for such matters may modify the duties of each officer as it deems appropriate.

Article IX. Elections

Section 9.1. The Organization's annual election of Board of Directors members and Officers shall be held at the Annual Meeting of the Organization provided for under Article X. The results of the election shall be announced at Annual Meeting.

Section 9.2. Voting for Board of Directors members and Officers may be by proxy or in person by Active Members. If by proxy or ballot, the form of the proxy or ballot, including by electronic delivery, and the method and timetable for delivery and counting of ballots shall be determined by the Board of Directors, or by a committee, if so designated by the Board of Directors.

Section 9.3. The membership of the Organization shall be given reasonable notice as to the place, time, and manner of all such elections.

Section 9.4. During any General Meeting with kept meeting minutes and a majority of existing Board of Directors members present, General Members may move to initiate a special election, for a specific candidate, in order to fill vacant Board of Directors seats. If this motion is approved by a simple-majority vote (51%) of the General Members, then at the next scheduled Board of Directors Meeting, the Board of Directors may approve said specific Board of Directors Member candidate by a super-majority vote (66%).

Article X. Meetings

Section 10.1. The Organization shall hold meetings only in places that are open and accessible to all General Members of the Organization, in accordance with applicable accessibility laws for the disabled.

Section 10.2. "General Meetings" shall be held as needed by the General Membership. Meetings can be in-person meetings, electronic meetings, or both. These meetings must be announced publicly via mailing list, social media platform(s), and on the Organization's web site with at least one weeks’ notice.

Section 10.3. "Annual Meetings" shall be held annually following the First Official Meeting. At this meeting, the Financial Report shall be presented. Without limiting the generality of Article XI (Board of Directors) and Article XII (Officers), other business conducted at such Annual Meetings may include, but not be limited to, the election of Officers and Board of Directors Members.

Section 10.4. Notices of the place and time of all meetings shall be distributed to all General Members at least one week prior to any meeting in a manner deemed appropriate by the Board of Directors or any committee duly designated.

Article XI. Quorum and Voting

Section 11.1. At any General Meeting, no administrative business of the Organization shall be conducted unless a "Quorum" of the Board of Directors is present.

Section 11.2. A Quorum of the Board of Directors shall be defined as a super-majority (66%) of the Board of Directors Members.

Section 11.3. Unless otherwise specifically provided for in these Bylaws, a simple-majority vote (51%) of the General Members who are present and voting at a General Meeting shall be required to carry a motion.

Article XII. Committees

Section 12.1. The Organization shall have such committees as may from time to time be designated, and with such limited powers as provided, by resolution of the Board of Directors. These committees may consist of persons who are not also members of the Board of Directors, but each committee must directly report to at least one Board of Director member.

Section 12.2. Committees are responsible for reporting the outcomes of their activity directly to the Board of Director(s) Member(s) who are responsible for managing this information.

Article XIII. Amendment of Bylaws

Section 13.1. Any General Member may propose an Amendment to the Bylaws during a General Meeting or Board of Directors Meeting.

Section 13.2. Amendment of the Bylaws shall require the affirmative vote of super-majority (66%) of the Board of Directors, 30 days advance notice to all General Members of the General Meeting and the proposed amendment(s), and a simple-majority (51%) vote of the General Members present at the Annual Meeting or a special meeting called for this purpose, at which at least 50% of the General Members of the Organization are present in person or by proxy.

Article XIV. Dissolution

Section 14.1. Dissolution of this Organization by consent shall require the unanimous agreement of the Board of Directors together with a simple-majority vote (51%) of the General Members at a General Meeting which has been publicized at least 30 days in advance to all General Members of the Organization for the purpose of taking this vote.

Section 14.2. Upon the liquidation, dissolution, or winding up of the Organization, after all of its liabilities and obligations have been paid, satisfied, and discharged, or adequate provision has been made therefore, all of the assets of the Organization shall be distributed exclusively for such educational, charitable and scientific purposes as the Board of Directors (or such other persons as may be in charge of liquidation) shall determine. Any such assets not so disposed shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as such court shall determine, that are organized and operated exclusively for such purposes.

Article XV. Severability

Section 15.1. If any Article, Section or Sub-Section is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:

(i). the validity or enforceability in that jurisdiction of any other Article, Section or Sub-Section; or

(ii). the validity or enforceability in other jurisdictions of that or any other Article, Section or Sub-Section.

These bylaws of the Washington Pirate Party have been adapted in part from existing bylaws taken from the Internet Society: New York Chapter, the Internet Society: Washington DC Chapter, and the larger Internet Society: International.