CONSTITUTION AND BYLAWS FOR SEATTLE ATHEISTS
ARTICLE 1
ORGANIZATION
1.1 Name. The name of this organization is Seattle Atheists.
1.2 Purpose. Seattle Atheists is organized as a nonprofit educational corporation to develop and support the atheist, rationalist, secular humanist, agnostic, skeptic and non-theist communities.
This organization shall operate in an open, democratic manner, without discrimination as to gender, race, age, sexual orientation, ethnic origin, nationality or disability. Seattle Atheists shall enact its purpose in the following ways:
1.2.1 To educate on issues of church and state separation and the benefits of a secular society;
1.2.1.1 To inform the general public about church and state separation,
1.2.1.2 To defend the separation of church and state,
1.2.1.3 To inform atheists and others about national and international political, social, and cultural issues affecting atheists and freethinkers.
1.2.2 To democratically find and recruit individual isolated or disaffected atheists and other freethinkers and enlist their support for the goals, policies, and programs of Seattle Atheists;
1.2.3 To educate the general public on the fallacies of religion, superstition, supernaturalism, and other irrational beliefs, and their detrimental effects on culture, politics, and society in general.
1.2.4 To encourage all freethinkers to become outspoken and actively supportive of the goals of Seattle Atheists.
1.2.5 To foster positive relationships with other freethought groups on the local, regional, national and international levels.
1.2.6 To provide a sense of fellowship, community and validation for atheists and others who may feel alienated from a culture that considers religious faith a virtue.
1.2.7 To actively promote legislative measures and other government actions protecting religious freedom and particularly atheism.
1.2.8 To defend freethinkers from persecution, and to fight for freedom from religion.
ARTICLE 2
MEMBERS
2.1 Membership. Membership in Seattle Atheists is open to anyone who supports the principles of Church-State Separation, who seeks to promote reason, science and critical thinking, and who desires to further the education of the general public on the meaning and validity of atheism.
2.2 Application for Membership. Anyone seeking membership in the Seattle Atheists shall provide their name, address, and pay their annual dues. The membership role of Seattle Atheists is confidential. No member’s name or address is to be made public without the express permission of that member.
2.3 Termination of Membership by Membership Holder. Anyone can resign their membership at any time for any reason.
2.4 Termination of Membership by Seattle Atheists. Termination of a membership in Seattle Atheists shall be at the sole discretion of the Board of Directors.
2.4.1 The Board of Directors shall follow any termination guidelines or procedures defined in the Seattle Atheists bylaws.
2.4.2 The Board of Directors shall present a cause for the membership termination.
A motion for termination of membership must pass by a majority vote of the Board of Directors.
ARTICLE 3
BOARD OF DIRECTORS AND OFFICERS
3.1 Composition of the Board. The Seattle Atheists Board of Directors shall number nine members nominated from, and elected by, Seattle Atheists membership. The Board is composed of four officer positions: President, Vice-President, Secretary and Treasurer; and five Members at Large.
3.1.2 President. The responsibilities of the President shall be to serve as the chief executive officer of Seattle Atheists; to preside over each meeting of the Board or to designate another Board member to preside; to make appointments to Board committees after consultation with the Board.
3.1.3 Vice-President. The Vice-President shall perform the duties of the President whenever the President cannot perform his or her duties by reason of physical absence at scheduled meetings, incapacity, resignation, or death. In addition, the Vice-President shall perform such continuing duties as may be mutually agreed with the other officers.
3.1.4 Treasurer. The Treasurer shall receive, disburse, and account for all funds of Seattle Atheists, as required by law and by orders of the Board. The Treasurer shall deposit Seattle Atheists funds in a safe depository approved by the Board. The Treasurer shall have custody of and maintain the Articles of Incorporations, the Bylaws, and other basic records relating thereto, and prepare financial and other reports required by governmental agencies.
3.1.5 Secretary. The Secretary shall maintain Minutes of Board meetings, the membership roster, and other records as instructed by the President.
3.1.6 Members at Large. The five Members at Large shall assist the officers in conducting the business of the Board and serve in positions appointed by the Board.
3.2 Board Term of Office. The term of directorship shall be 2 years for officer positions, and 1 year for Member at Large positions. In the event of a mid-year vacancy, the remaining Board shall appoint a Seattle Atheists member to fill the position until such time that the original term would normally expire.
3.3 Board Elections. At its annual meeting, the Board shall elect from Seattle Atheists membership its President, Vice-President, Secretary, Treasurer, and five Members at Large whose terms are due to expire. The normal term of office shall begin at the end of the annual meeting at which they are elected.
3.3.1 Nominations are open to any Seattle Atheists member.
3.3.2 The window for nominations shall begin no less than sixty days before the scheduled annual meeting.
3.3.3 Upon nomination, candidates will be given the opportunity to post a publicly available candidate statement for viewing by the membership.
3.3.4 The form of the elections shall be by ballot at the annual meeting, with provision made for absentee ballots for any Seattle Atheists member who cannot attend the annual meeting in person.
3.3.5 Each Seattle Atheists member shall receive one vote per open Board of Directors position.
3.3.6 In order to promote a continuity of leadership in Seattle Atheists, Board of Directors officer position elections shall be staggered in order to insure that not all officer terms expire simultaneously. Provisions for achieving this requirement shall be defined in the bylaws of the organization.
3.4 Meetings. The Board shall hold an annual meeting. Additional meetings may be held as defined in the bylaws. A majority of the total number of Directors constitutes a quorum for the transaction of business.
3.5 Powers and Responsibilities of the Board.
3.5.1 The Board shall determine what program of activities will be undertaken by Seattle Atheists.
3.5.2 The Board shall adopt a budget for each fiscal year. The budget shall describe the activity program planned for the year and estimate the required expenses to implement the program. The budget shall prescribe the membership dues required to finance the expenditure program and the schedule for required payments.
3.5.3 The Board shall review and may approve applications for membership and may terminate membership for cause.
3.5.4 Board shall appoint individuals who will serve as official spokespersons for Seattle Atheists. No person shall communicate with the media, public, or officials on behalf of Seattle Atheists who has not been authorized to do so by a majority of the Board
ARTICLE 4
AMENDMENT OF BYLAWS
4.1 Definition. The Bylaws to this Constitution are intended to further define and explain the operating procedure of this organization. Changes may be made to the Bylaws when necessary to improve the operation of this organization. Changes to the Bylaws shall not alter the purpose of this organization as set forth in this Constitution.
4.2 Amendments. A “substantive amendment” is a change to the Bylaws which affects structure, powers, duties, requirements or methods.
4.2.1 Proposing Substantive Amendments. Any Director may propose to the Board a substantive amendment of the Bylaws. Such proposal must sate the specific new language proposed, indicate the old language to be modified or replaced, and provide a full explanation of the reasons for the proposed change(s). Such proposal shall be submitted to the President.
4.2.2 Publicizing Proposed Substantive Amendments. The President shall distribute to all Directors the full text of a proposal he has received, and later the analysis and comments he and other Directors wish to make.
4.2.3 Voting on Proposed Substantive Amendments. Voting by the Board on proposed substantive amendments shall take place not later than 60 days following their initial distribution either at an in-person Board meeting or by mail, e-mail, or any combination thereof in order to insure participation in the vote by each Director. A favorable vote by not less than two-thirds of all Directors is required to approve proposed amendments.
4.3 Technical Amendments. A “technical amendment” is a change in the Bylaws which affects only spelling, grammar, punctuation, parallel structure, consistent usage, or the numbering or titling of the various parts of the Bylaws or cross-references thereto.
4.3.1 Titles. The numbers and titles of the various parts of the Bylaws are for ease of reference only and have no substance or effect.
4.3.2 Secretary’s Power. The Secretary may initiate any technical amendment by presenting it in writing to any Board meeting.
4.3.3 Board Veto. The Board may, by majority vote, reject any technical amendment proposed by the Secretary. Any such proposal not rejected by the Board shall take effect at the end of the meeting at which it was presented.
4.4 Adoption. Changes to the Bylaws shall become effective immediately upon adoption, unless specified otherwise in the motion to adopt.
ARTICLE 5
MERGER, DISSOLUTION, DISTRIBUTION OF ASSETS
5.1 Authority. The membership of this organization has sole authority to merge with another organization, or dissolve and distribute the organization’s assets, subject to the limitations in Paragraph 5.3 below.
5.2 Procedure.
5.2.2 The proposal shall then be presented at a special meeting called for that purpose.
5.2.3 Notice of the meeting shall be mailed to the full membership mailing list, at least 30 days before the date of the meeting. Media contact shall be excluded from this mailing.
5.2.4 Following discussion, the vote will be taken using a mailed ballot. The ballot shall be sent to all members and shall include arguments for and against the proposal. Approval shall require no less than seventy percent (70%) affirmative vote of the ballots returned within 20 calendar days.
5.3 Limitations. Only non-theist, non-religious organizations clearly identified as such and having a purpose consistent with that of this organization shall be considered for merger or distribution of assets. All outstanding debts, obligations and claims must be satisfied before assets are distributed. No assets shall be distributed to individuals.
ARTICLE 6
CHANGES TO CONSTITUTION
6.1 Changes. The following procedure shall be used to change the Constitution:
6.1.1 Proposing Changes. Any proposed amendments, additions or deletions to the constitution shall be proposed at a regularly scheduled membership meeting, by any Seattle Atheists member.
6.1.2 Publicizing Proposed Changes. The proposed changes shall be included in the meeting notice for the next regularly scheduled membership meeting and noted as an agenda item. The proposed changes may be debated and revised before being voted upon.
6.1.3 Voting on Proposed Changes. Changes to the Constitution must be approved by at least sixty percent (60%) of the members present and voting.
6.2 Adoption. Changes to the Constitution shall become effective immediately upon adoption, unless specified otherwise in the motion to adopt.
BYLAWS
1. Quorum. A quorum of Seattle Atheists’ Board of Directors may do any appropriate business. A
quorum shall be defined as at least 51%.
2. Funds. Seattle Atheists’ funds shall be in accounts structured as follows:
2.1 Checking Account. The purpose of the checking account is to support the normal, day to day
activities of Seattle Atheists. Normal inflows will include, but not be limited to membership dues and
anonymous donations made at meetings. The Treasurer is authorized to pay routine expenditures out of
this account.
2.2 Building Fund. The purpose of the building fund is to accumulate money to be eventually used
toward the purchase of a building for Seattle Atheists use. Normal inflows are to include any income
from Seattle Atheists’ website, and any other moneys that Seattle Atheists’ board of directors choose to
deposit there. Withdrawals from the building fund may only occur with the approval of 2/3 of the
board.
2.3 Permanent Fund. The purpose of the permanent fund is to establish an eventual, long-term
source of income and emergency cash to ensure Seattle Atheists’ survival. Normal inflows are to
include any donation earmarked for the permanent fund, and any other moneys that Seattle Atheists’
board of directors choose to deposit there. Withdrawals from the permanent fund may only occur with
the approval of 3/4 of the board.
3. Board Meetings Agendas and Time Limits. Meeting agendas should be prepared by Co-Chairs
and distributed electronically one week before each Board meeting. Any member in good standing may
request an agenda item. If an additional agenda item is proposed during a Board meeting, a majority
vote of the Board members present is necessary to add it to that month’s discussion. Otherwise, the
agenda item will be considered at the next Board meeting. The presiding officer may also impose a 2
minute per issue time limit on each speaker when necessary to accomplish all Board business in a
timely manner.
4. Membership Fees. Membership Fees shall be reviewed at least once per year, and may be
changed subject to approval by vote of the board.
5. Online Board Voting Policy. Online votes can occur for issues that cannot wait for the next
meeting. The vote shall be considered passing when 50% plus 1 “yes” votes are received. If 50% plus 1
“no” votes are received, the vote would not pass. If neither of these occurs, the issue is added to the
agenda of the next meeting.
6. Annual Accounting Period. The fiscal year begins on January 1 and ends on December 31.
