Constitution and Bylaws of

Article I -- Name

Article II -- Purposes

Article III -- Membership
  Section 1.    Generally
  Section 2.    Classes of Membership
  Section 3.    Membership Requirements
  Section 4.    Resignation from Membership
  Section 5.    Suspension or Expulsion from Membership
  Section 6.    Membership Dues

Article IV -- Organizational Structure
  Section 1.    Generally
  Section 2.    Classes of Membership
  Section 3.    The Board of Directors
  Section 4.    The Executive Committee
  Section 5.    The Auditing Committee
  Section 6.    The Membership Committee
  Section 7.    The Public Relations Committee
  Section 8.    The Special Projects Committee
  Section 9.    The Events Committee
  Section 10.    Special Interest Committees

Article V -- Elections
  Section 1.    Generally
  Section 2.    Nominating Committee
  Section 3.    Nominations from the Floor
  Section 4.    Terms of Office

Article VI -- General Provisions
  Section 1.    Parliamentary Authority
  Section 2.    Appropriation of Funds
  Section 3.    Amendments
  Section 4.    Dissolution 

Article I -- Name

The name of the organization shall be The Washington Group, Inc., An Association of Ukrainian-American Professionals, referred to herein as TWG.

Article II -- Purposes

The purposes of TWG are to establish a professional and business network of Ukrainian-Americans to promote closer ties and contacts, strive to eliminate discrimination and prejudice aimed at Ukrainian-Americans, promote close U.S.-Ukrainian relations, encourage the development of a pluralistic and democratic Ukraine, promote a greater understanding of Ukrainian history and culture in American society, and encourage active participation of Ukrainian-Americans in promoting the welfare of the community.

Section 1. Generally.

Membership in TWG shall be open to persons whose vocation is of a professional or business nature, who are prepared to support and promote the goals of TWG, and who fulfill the duties and obligations of their class membership.

Section 2. Classes of Membership.

a. Full members are persons who meet all the criteria of Section 1 and have been accepted as members of TWG. All full members in good standing shall be entitled to one vote and can hold any office in TWG. Founding members are Full Members who served as the Organizing Committee of TWG. Charter Members are Full Members who met all requirements for full membership prior to the convening of the organizational meeting.

b. Associate Members are those persons who are retired and living in the Washington, D.C. metropolitan area or those who reside outside of the Washington, D.C. metropolitan area who are otherwise qualified for Full Member status and who seek to support the goals of TWG. (Persons who qualify for Associate Member status may also enroll as Full Members.) Associate Members are not entitled to a vote nor can they hold office in TWG.

c. Student Members are those persons who are full-time students and seek to support the goals of TWG. Student Members are not entitled to a vote nor can they hold office in TWG.

d. Honorary Members are those persons who have contributed to the goals of TWG in an exceptional manner and, in recognition of such service, are nominated by the Board of Directors and approved by the Annual Membership Meeting. Honorary Members are not entitled to a vote nor can they hold office in TWG.

e. Corporate Members are those businesses and associations that support the goals of TWG. Corporate Members are not entitled to vote nor can they hold office in TWG.

Section 3. Membership Requirements.

All prospective members, with the exception of Honorary Members, must be sponsored by a Full Member in good standing, submit an application to the Membership Committee Director, and be approved by the Board of Directors which, in individual cases, may waive a membership requirement by a majority vote.

Section 4. Resignation from Membership.

A member may resign from TWG at any time by notifying the Secretary in writing.

Section 5. Suspension or Expulsion from Membership.

A member in default of any obligation to TWG may be suspended from the rights and privileges of membership by the Board of Directors. A member may be expelled from TWG for just cause by a two-thirds vote of the Board of Directors. Prior to any vote for expulsion, the Board of Directors shall notify the member in writing that expulsion proceedings have been initiated. The notification shall state the reason for the proposed expulsion and invite the member to appear before the Board of Directors. Any suspended or expelled member may appeal the decision of the Board of Directors to the Auditing Committee and/or the Annual Meeting of TWG.

Section 6. Membership Dues.

The annual dues for all classes of membership in TWG, with the exception of Honorary Members for which there shall not be any dues, shall be proposed by the Board of Directors and voted upon by the Annual Membership Meeting. Default in the payment of annual dues shall be defined as failure of a member to pay dues within two months after the expiration of his/her membership.

Section 1. Generally.

The organizational structure of TWG shall consist of:

1. The Annual Membership Meeting
2. The Board of Directors
3. The Executive Committee
4. The Auditing Committee
5. The Membership Committee
6. The Public Relations Committee
7. The Special Projects Committee
8. The Events Committee
9. Special Interest Committees

Section 2. The Annual Membership Meeting.

1. The Annual Membership Meeting shall be called by the Board of Directors each year during the month of February. The fiscal year of TWG shall be from March 2 to March 1.
2. The Annual Membership Meeting shall be conducted by a duly elected Presidium composed of three individuals.
3. All elections, motions, and resolutions shall be made by a majority vote of all Full Members present and in good standing.
4. In addition to the Annual Membership Meeting, the Board of Directors shall convene a Semi-Annual Meeting. Other Special Meetings may be convened by the Board of Directors.
5. Notice of the Annual Membership Meeting, the Semi-Annual Meeting, and Special Meetings shall be mailed to the members at least two weeks in advance.
6. A quorum shall be present for the Annual Membership Meeting, the Semi-Annual Meeting, and Special Meetings before any business is conducted. A quorum shall be constituted when twenty-five percent of the Full Members in good standing are present. In the event that a quorum is not present at the Annual Membership Meeting, the Annual Membership Meeting may convene with full authority one-half hour after the scheduled time.

Section 3. The Board of Directors.

1. The Board of Directors shall be composed of the Executive Committee, the Membership Director, the Public Relations Director, the Special Projects Director, the Events Director, the Immediate Past President, Chairpersons of Special Interest Committees, and no more than 15 Directors at Large.
2. The Board of Directors shall formulate policy and administer the affairs of TWG. The Board of Directors shall assume all necessary and/or incidental powers necessary for the performance of those functions. It shall supervise and direct the Executive Committee, committees, and any employees and agents of TWG. The Board of Directors may adopt rules consistent with this Constitution and Bylaws and shall develop methods and specific plans for making TWG and its activities useful to the members in their work as well as to the Ukrainian-American community.
3. The Board of Directors shall approve applicants for membership and may nominate individuals for Honorary Membership to TWG.
4. The Board of Directors shall serve from March 2 to March 1, the fiscal year of TWG.
5. A majority of the Board of Directors shall constitute a quorum at meetings of the Board of Directors.
6. Every Full Member in good standing shall be eligible to stand for election to the Board of Directors which shall be elected at the Annual Membership Meeting by majority vote of the Full Members present and in good standing.
7. The Membership, Public Relations, Special Projects, and Events Directors may form committees from the membership at large to assist in carrying out their function. The membership of the Committees must be approved by the full Board of Directors.
8. The Board of Directors may, from time to time, create such ad hoc committees which the Board of Directors deems necessary to the carrying out of the purposes of TWG.
9. A member of the Board of Directors may be removed from office by a majority vote of the Full Members of TWG.
10. The Board of Directors may fill any vacancies on the Board of Directors by majority vote.

Section 4. The Executive Committee.

1. The Executive Committee shall be comprised of the President, the Vice-President, the Secretary, and the Treasurer.
2. The Executive Committee is charged with carrying out the daily functions of TWG, convening all meetings of the Board of Directors, and implementing all policy decisions of the Annual Membership Meeting and the Board of Directors.
3. The President is charged with presiding at all meetings of the Board of Directors and with presenting an annual report of the Executive Committee and the Board of Directors to the Annual Membership Meeting.
4. The Vice-President if charged with fulfilling the obligations of the President in the event of the President’s inability to fulfill those obligations.
5. The Secretary is charged with maintaining the minutes of the Semi-Annual Meeting and Special Meetings of TWG, Board of Directors Meetings, and Executive Committee meetings; notifying the members of scheduled meetings and events; maintaining all correspondence of TWG; and, making available all correspondence, records, and books of TWG to any member for inspection upon written request.
6. The Treasurer is charged with collecting all monies payable to TWG; depositing said funds to the credit of TWG in bank accounts or other such depositories as the Board of Directors may designate; keeping an accurate record of all monies collected and/or disbursed; making available all financial records for inspection by a member of TWG at the Annual Membership Meeting or Semi-Annual Meeting upon thirty days’ notice; and, provide a report at the Annual Membership Meeting.

Section 5. The Auditing Committee.

1. The Auditing Committee shall be comprised of three individuals elected at the Annual Membership Meeting with one member designated as Chairperson.
2. The members of the Auditing Committee shall be Full Members in good standing and shall not simultaneously serve on the Board of Directors.
3. The Auditing Committee shall be charged with the review of the performance of the Board of Directors prior to the Annual Membership Meeting and shall certify to the Annual Membership Meeting the report of the Board of Directors, including the financial statement.
4. The Auditing Committee shall hear complaints by any member of TWG against the Board of Directors or any member thereof and shall report to the Annual Membership Meeting on any such cases.
5. The Auditing Committee shall conduct any and all elections and certify the results.

Section 6. The Membership Committee.

1. The Membership Committee shall be chosen by the Membership Director and approved by the Board of Directors.
2. The Membership Committee shall be charged with recruiting members, reviewing applications, and keeping membership records.

Section 7. The Public Relations Committee.

1. The Public Relations Committee shall be chosen by the Public Relations Director and approved by the Board of Directors.
2. The Public Relations Committee shall be charged with publicizing the activities of TWG, including special events, both in Washington, D.C. and other areas.

Section 8. The Special Projects Committee.

1. The Special Projects Committee shall be chosen by the Special Projects Director and approved by the Board of Directors.
2. The Special Projects Committee shall be charged with the development and implementation of special projects and activities approved by the Board of Directors and any other projects which the Board of Directors designate.

Section 9. The Events Committee.

1. The Events Committee shall be chosen by the Events Director and approved by the Board of Directors.
2. The Events Committee shall be charged with the development and conduct of regular events of TWG with the exception of the Annual Membership Meeting, the Semi-Annual Meeting, and Special Meetings with the approval of the Board of Directors.

Section 10. Special Interest Committees.

Special interest committees consist of The TWG Cultural Fund and The TWG Fellowship Fund. The TWG Board of Directors may approve the formation of other Special Interest Committees provided that they promote the goals of TWG and are consistent with TWG’s status as a Section 501(c)(3) organization.

Article V -- Elections

Section 1. Generally.

Elections for the Board of Directors and the Auditing Committee shall be held separately at all Annual Membership Meetings. Elections shall be conducted by secret ballot unless there is unanimous consent to do otherwise.

Section 2. Nominating Committee.

The Board of Directors shall appoint, at least thirty days prior to the Annual Membership Meeting, a Nominating Committee comprised of three persons. The Nominating Committee shall be charged with presenting a list of candidates for all positions on the Board of Directors and the Auditing Committee. No member of the Nominating Committee may be included on the list proposed.

Section 3. Nominations From the Floor.

Nominations for all positions may be made from the floor by any Full Member in good standing.

Section 4. Terms of Office.

The Board of Directors and Auditing Committee elected at the Annual Membership Meeting shall take office on March 2 and serve until March 1.

Section 1. Parliamentary Authority.

The rules contained in the newest addition of Robert’s Rules of Order, Newly Revised shall apply to all proceedings of TWG, in all cases to which they are applicable and in which they are not inconsistent with this Constitution and Bylaws.

Section 2. Appropriation of Funds.

From the time of the Annual Membership Meeting until the beginning of the new fiscal year, the Board of Directors is authorized to approve expenditures of up to one hundred dollars. Any amount above that figure must be approved by either the newly-elected Board of Directors or the Annual Membership Meeting.

Section 3. Amendments.

This Constitution and Bylaws may be amended by a two-thirds vote of the Full Members at an Annual Membership Meeting. Any Full Member may propose amendments. Unless otherwise provided, the approved amendment becomes effective at an adjournment of the Annual Membership Meeting.

Section 4. Dissolution.

TWG may be dissolved by a majority vote of the Full Members at an Annual Membership Meeting. In such case all the assets, after payment of any and all debts, shall be transferred or conveyed to organizations that engage in activities related to the promotion of the interest of the Ukrainian-American community and that qualify under the tax exemption provisions of Section

501(c)(3) of the IRS Code of 1986 or similar statutes that may be enacted hereafter. The Board of Directors shall select the organizations to which the assets are to be transferred and shall determine the apportionment of the funds if more than one organization is selected. In the absence of such selection and/or apportionment by the former Board of Directors, it may be made by a court of competent jurisdiction.

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