The Returned Peace Corps Volunteers of Hawaii
Amended October 2013
Article I. NAME.
This organization shall be called The Returned Peace Corps Volunteers of Hawai`i (RPCVHI), Inc. (the “Organization” or “RPCVHI”).
Article II. PURPOSE.
Section 1. The purpose of RPCVHI is to:
(a) Promote charitable and educational purposes, as those terms are used in Section 501(c) of the Internal Revenue Code, in connection with accomplishing the third goal of Peace Corps as originally mandated by Congress in 1961: “Helping promote a better understanding of other peoples on the part of Americans”;
(b) Provide a regional, interdisciplinary forum for charitable activities, professional development, networking, and exchange of knowledge related to understanding and assisting people from diverse cultures in Hawai`i and in countries where Peace Corps volunteers have served;
(c) Provide support for newly Returned Peace Corps Volunteers re-connecting with their community and culture in the United States and creating opportunities for them to continue with public service related activities similar to those encountered in their Peace Corps service; and
(d) Provide a venue for Returned Peace Corps Volunteers to utilize their public service skills in their current community.
Section 2. RPCVHI is a not-for-profit organization organized in Hawai`i exclusively for charitable and educational purposes. No member of the Board of Directors, officer, agent or employee shall at any time receive or be entitled to receive any compensation or pecuniary profit from the operation of RPCVHI or upon its liquidation or dissolution.
Article III. MEMBERSHIP.
Section 1. Eligibility. Any individual interested in the purposes of RPCVHI shall be eligible for membership. Members are defined as those who have paid the currently stipulated membership dues. Dues must be paid annually to retain membership. Peace Corps Volunteers applying for membership within a 6-month period following the completion of service will receive a one-year free membership.
Section 2. Rights. All members have the right to vote for members of the Board of Directors. All members have the right to vote for any official business presented at the annual membership meeting. All members have the right to hold office if duly elected, and to receive all notifications pertaining to the official business of RPCVHI. Where possible, all decisions regarding the operations of RPCVHI will be made at meetings of the Board of Directors, which are open to all members. RPCVHI will protect the privacy of its members by not providing its mailing list to outside parties. However, certain items may be included in a regular mailing provided that the Board of Directors determines it will be of interest to members and the requesting organization pays for the cost of that mailing.
Section 3. Restrictions. No member may use the RPCVHI name, logo, mailing list, or website without prior approval of the RPCVHI Board of Directors.
Section 4. Termination of Membership. Members in violation of Section 3 will be eligible for termination of membership by the following procedures:
(a) The Board of Directors will notify any member of alleged violations;
(b) The notified member will then have thirty (30) days to respond to the Board of Directors in writing; and
(c) The Board of Directors will then vote on membership termination within thirty (30) days, a two-thirds majority vote is required to terminate membership.
Section 3. Dues. The annual membership dues shall be determined by the Board of Directors.
Article IV. GOVERNING BODY.
Section 1. Number and Qualifications. The affairs of RPCVHI shall be governed by a Board of Directors (the “Board”). The number of directors shall be determined by the Board, but it shall always be an odd number of directors not fewer than three nor more than nine. Ad-hoc and Standing committees can be formed on an as need basis by the Board. Ad-hoc and Standing Committee Chairs are nonvoting members of the Board. All directors must be members of RPCVHI and former Peace Corps volunteers.
Section 2. Governing Powers and Duties. The Board shall have all the powers and duties necessary or appropriate for the administration of affairs of RPCVHI and may do all such acts and things as are not by law or by the Articles of RPCVHI or by these Bylaws directed to be exercised and done by members.
The duties of the Board shall include:
(a) Carrying out any necessary business of RPCVHI between the general meetings;
(b)Forming committees, selecting committee chairs, and overseeing the work of those committees;
(c) Authorizing any matters to be submitted to a vote of the general membership of RPCVHI (The Board will receive and consider petitions from the membership for matters to be submitted to a vote of the general membership of RPCVHI; any such petition signed by fifteen (15) percent of the current membership makes submission of the issue to the membership mandatory upon the Board); and
(d) Authorizing, adopting and publishing any other rules and policies not inconsistent with the Bylaws of the Organization and the laws of Hawai`i.
Section 3. Election and Term of Office. Each director is elected for term of approximately two years, beginning on the date of one annual meeting and ending on the date of the second following annual meeting.
Section 4. Vacancies. If any Board position becomes vacant, the Board will appoint a member of RPCVHI to serve in that position until the conclusion of the vacant seat’s term.
Section 5. Removal of Board Members. At any Board meeting duly called, any one or more of the Board members may be removed with cause by a vote of the majority of existing Board members, provided that removal of that Board member is stated in the notice of the meeting.
Section 6. Compensation. Compensation shall not be paid to Board members for their services in their capacity as Board members, or pursuant to any other contractual arrangements. However, Board members may be reimbursed for actual expenses incurred by them in the performance of their duties, as approved by a majority of the Board.
Section 7. Meetings. The Board shall determine the meeting time, location and frequency of meetings. The Board must meet at least once a quarter. Special meetings of the Board may be called by the President alone or by a majority of other Board members acting together. Each Board member shall be given at least three (3) days’ written notice of any meeting. Such notice shall state the time, place, and purpose of the meeting. All meetings of the Board shall be open to the membership except for those times when the Board will discuss matters in executive session or involving personal privacy. All members attending a meeting will have a chance to express personal opinions before the Board’s vote on a matter. No decision of the Board will be valid unless approved by a majority of the directors then serving.
Section 8. Quorum. At all meetings of the Board, a simple majority of the Board shall constitute a quorum for the transaction of business. In all votes requested by email, all Board members with functioning email addresses shall constitute a quorum for requesting a vote.
Article V. OFFICERS.
Section 1. Officer Positions. The officers of the Organization shall be a President, a Vice President, and a Secretary, and a Treasurer. More than one office may be held by a single individual.
Section 2. Officer Selection. Following the annual meeting each year, the Board shall select officers from among the directors by majority vote of the Board.
Section 3. Duties of Officers.
(a) President. Arranges and conducts Board meetings; acts as liaison between RPCVHI, committees, the community, National Peace Corps Association, Peace Corps Washington and other National Peace Corps Association groups; recruits officers if a position is vacated between annual meetings; ensures that the Bylaws are upheld. The president may delegate liaison duties to any current member who is a standing or former member of the Board.
(b) Vice-President. Acts as the President in his or her absence; assists the President on the above or other specified duties; coordinates with and assists local Peace Corps representative; ensures that Board matters are handled properly, including preparation of pre-meeting materials, committee functioning, and orientation of new Board members.
(c) Secretary. Keeps other records such as minutes from business meetings, up-to-date bylaws and the annual reports, maintains our membership with the National Peace Corps Association, including writing and submitting the annual organizational report to their offices in Washington, DC.
(d) Treasurer. Has charge of all funds belonging to the organization; keeps on deposit the same; receives and disburses funds as required; keeps required financial records.
ARTICLE VII. FISCAL MANAGEMENT.
Section 1. Fiscal Year. The fiscal year of RPCVHI shall begin on the first day of January of each year and end on December 31st of that year.
Section 2. Records. Financial records shall be maintained by the direction of the Treasurer. Historic documents and books shall be kept under the direction of the Secretary.
Section 3. Execution of RPCVHI Documents. With prior authorization of the Board, all notes and contracts shall be executed on behalf of RPCVHI by the President or his or her designee, and all checks shall be executed on behalf of RPCVHI by the Treasurer or Board appointed co-signer.
Section 4. Approval of RPCVHI expenditures. Expenditures other than regularly occurring expenses must be pre-approved by the Board. Increases in regularly occurring expenses or purchases for special events more than $50 but less than $100 must be approved by at least two Board members. Special purchases over $100 must be approved by the Board. Receipts must be submitted to the RPCVHI Treasurer for recording/reimbursement within thirty (30) days of disbursement of funds.
Section 5. Grants. Other organizations seeking donations must be approved by the Board. These funds must be used in a way that meets at least one of the Peace Corps’s Three Goals:
(1) “Helping the people of interested countries in meeting their need for trained men and women”;
(2) “Helping promote a better understanding of Americans on the part of the peoples served”; and
(3) “Helping promote a better understanding of other peoples on the part of Americans”;
Grant recipients must submit a written proposal for consideration including a section on how the success of the funded activity will be measured.
Section 6. Disbursement of assets at dissolution. No member, director, or officer of RPCVHI or any private person shall be entitled to share in the distribution of any of RPCVHI’s assets upon dissolution of RPCVHI or winding up of its affairs. Upon such dissolution or winding up of affairs, after making provision for the payment of all the liabilities of RPCVHI, all of the remaining assets of RPCVHI shall be distributed for substantially similar uses and purposes to any organization which would then qualify for exemption under the provision of section 501(c)(3) or (6) of the U.S. Internal Revenue Service code as now stated or as it may be hereafter amended.
Article VIII. AMENDMENTS TO THE BYLAWS.
Section 1. These Bylaws may be amended by a two-thirds vote of the Board. Any change in the Bylaws shall be published via electronic mail to members.
Section 2. Any member of the organization may seek an amendment to the bylaws by following these procedures:
(a) The specific proposed amendment shall be submitted in writing to the President and signed by at least six members.
(b) The Board shall vote on the amendment within thirty (30) days. A two-thirds majority is required to pass the amendment.
Article IX. ANNUAL MEETINGS.
Section 1. RPCVHI shall hold an annual meeting, the time and place of which shall be determined by the Board. The annual meeting shall consist of a social program, a business meeting, and other activities.
Section 2. Fifteen individual members in attendance shall constitute a quorum for the transaction of business in the business meeting at the annual meeting.
Section 3. The President or his substitute shall report to the membership at the business meeting.
Section 4. Any member present may offer a resolution to be moved, seconded, amended, debated, and voted upon at the business meeting, provided, however, that amendments to the Bylaws may only be approved by the procedures set forth in Article VII.
Article X. PARLIAMENTARY AUTHORITY.
Section 1. The rules contained in the current edition of Robert’s Rules of Order shall guide RPCVHI, but their use shall not be required.