EACNGA Bylaws

Article 1 — Name, Purpose, and Offices

Section 1.01 – Name

The name of the organization shall be The Eritrean American Community New Generation Association (EACNGA) of Seattle and its vicinity (hereinafter referred to as “the Corporation,” “the Association,” “the Organization,” or “EACNGA”).

Section 1.02 – Location of Registered Address

Section 1.03 – Continuity of Office

This office shall be continuously maintained in the State of Washington for the duration of the Association's existence. The Board of Directors may, from time to time, change the address of the registered office through a duly adopted resolution and by filing the appropriate documentation with the Washington Secretary of State.

Section 1.04 – Purpose

This community shall operate for the purposes stated in its Articles of Association. The Association is organized exclusively for charitable purposes as defined under Section 501(c)(3) of the Internal Revenue Code—or the corresponding section of any future federal tax code—as a community-based nonprofit incorporated in Seattle, Washington, on June 24, 2024.

Article 2 — PURPOSE, VISION, VALUES, MISSION, and POWERS

Section 2.01 – Purpose, Vision, Values, Mission

A. Purpose
The Association is committed to serving the growing Eritrean and Eritrean-American population of Greater Seattle and its vicinity by empowering individuals to successfully integrate, pursue their dreams in the United States—now their new home—and become contributing members of society. EACNGA aims to build connections between the broader community and Eritrean people, culture, and contributions. In essence, EACNGA serves Eritrean-Americans and the general community in the region by addressing cultural, civic, educational, recreational, health, and philanthropic needs. It strives to improve community well-being, prevent community deterioration, and combat juvenile delinquency.

EACNGA shall foster constructive citizenship and promote American ideals and civic participation within the Eritrean-American community.

B. Vision

EACNGA envisions a strong, resiliet, and cooperative Eritrean community in Greater Seattle and its vicinity—one that preserves Eritrea’s rich heritage while enabling all members to thrive, pursue their goals, and support one another through mutual assistance and solidarity.

C. Values

EACNGA is founded on the values of self-help, mutual responsibility, and equality. It upholds honesty, openness, and social responsibility in all its activities.

To fulfill these values, EACNGA shall:

1. Create events and develop programs that address the needs of new Eritrean immigrants, particularly in securing medical and educational support, so they may become functional, productive, and self-reliant.
2. Focus on the critical needs of the community—especially healthcare, employment, education, and housing—through collaboration with employment agencies, government entities, schools, and healthcare providers.
3. Encourage new and first-generation Eritrean-American immigrants to preserve the rich history, language, and culture of Eritrea within the American context, while promoting positive representations of Eritreans in the broader community.

D. Mission
EACNGA’s mission is to serve all Eritreans and individuals of Eritrean origin—regardless of religion, political ideology, ethnicity, or gender—by supporting their integration into the local and broader American community.

EACNGA further aims to strengthen the United States by fostering mutual appreciation and understanding between American and Eritrean cultural heritages, thereby enriching the civic life of Greater Seattle and its surrounding areas.

E. Powers
EACNGA holds the powers outlined in its Certificate of Association and any other powers that may be granted by law to fulfill its stated purposes. Specifically, EACNGA has the power to:

1. Acquire, lease, rent, and manage land and buildings for use in seminars, festivals, social meetings, educational classes, exhibitions, information sessions, fairs, carnivals, recreational and athletic events.
2. Receive and responsibly manage donations, grants, dues, and gifts of money or property of all kinds.

Section 2.02 – Who EACNGA Serves

EACNGA strives to be a valuable resource for refugees and immigrants from Eritrea living in Seattle and its vicinity. In addition to supporting native Eritreans, EACNGA also assists Eritrean-Americans and American families with adopted Eritrean children.

Section 2.03 – Broader Community Engagement

In addition to serving its core constituents, EACNGA will partner with like-minded community organizations—locally and beyond—to serve immigrants, refugees, and the community at large.

Article 3 — Membership

Section 3.01 – Membership

The members of this Association shall be natural persons who hold membership rights in accordance with the provisions of these Bylaws.

• A. Membership shall consist of the original members who signed the application for registration
• B. EACNGA may have one or more classes of membership as determined by resolution of the Board of Directors. The Secretary shall maintain a complete and accurate list of members by class
• Certificates of membership may be issued at the discretion of the Board of Directors

Section 3.02 – Qualifications for Membership

Any natural person who supports the primary purposes of EACNGA may become a member, without regard to race, color, gender, citizenship, national origin, age, or sexual orientation.

Section 3.03 – Members' Dues

Membership dues for each class shall be determined from time to time by resolution of the Board of Directors. Dues for new members shall be prorated from the first day of the calendar quarter in which membership begins.

• A. Dues established by the Board of Directors shall, upon notice, become a debt owed to the Association. A member’s failure to pay dues within ninety (90) days after the due date shall result in potential expulsion. Membership shall not be subject to assessments beyond annual dues.

Section 3.04 – Members’ Meeting Place

Meetings of members shall be held at the Association’s principal registered office or at another location in Washington State, as determined by the Board of Directors.

Section 3.05 – Annual Members’ Meetings

An annual meeting of the members shall be held during the months of November or December, or in January of the following year, on a date and time set by resolution of the Board of Directors. The following matters shall be presented at each annual meeting:

A. A review of operations since the last annual meeting
• B. A financial report
• C. Election of directors whose terms are expiring
• D. Other business

Section 3.06 – Special Members’ Meetings

Special meetings of the members may be called by:

• A. A resolution of the Board of Directors
• B. A written request signed by members holding at least 10% of the total voting rights. The request must state the matters to be addressed and any proposed resolutions. This request must be submitted to the Secretary, who shall assess its validity and report the findings to the Board and the requesting members. If valid, the Secretary shall coordinate a mutually agreeable meeting time and location. If no agreement is reached, the Secretary shall set a reasonable time for the meeting at the registered office and send notice in accordance with Section 3.07.

Section 3.07 – Notice of Members’ Meetings

Written or electronic notice stating the place, day, and time of the meeting—and in the case of special meetings, the purpose—must be delivered no fewer than 10 and no more than 60 calendar days before the meeting. Notice may be delivered personally, by first-class mail, or by email, to each member entitled to vote. If mailed, the notice shall be deemed delivered upon deposit in the United States mail, addressed to the member at their address of record, with postage prepaid. The Secretary shall determine the method(s) of notice delivery to ensure actual notice is received.

Section 3.08 – Voting Rights of Members

Each dues-paying member who is at least eighteen (18) years old at the time of a vote shall be entitled to one vote on each matter submitted to the members. Members of non–dues-paying classes shall not have voting rights.

Section 3.09 – Members’ Proxy Voting

A member may vote in person or by a written proxy (substitute), executed in a form approved by the Secretary. Proxies must be submitted at least three (3) business days prior to the meeting. No proxy shall remain valid more than eleven (11) months after its execution. The Secretary shall resolve questions regarding proxy validity.

Section 3.10 – Quorum of Members

A quorum shall consist of 10% of the members entitled to vote, present in person or by proxy. A majority vote of those present or represented by proxy at a meeting where a quorum is present is required to adopt any matter, unless a greater proportion is required by law, the Certificate of Association, or these Bylaws.

Section 3.11 – Transferability of Membership

Membership in this Association is non-transferable.

Section 3.12 – Termination of Membership

Membership in the Association may be terminated for any of the following reasons:

• A. Death of the member
• B. Conduct inconsistent with membership or the primary purposes of the Association, including failure to pay dues, following due notice and a hearing
• C. Written resignation received by the Board of Directors, signed by the member or their duly authorized agent

Article 4 — Board of Directors

Section 4.01 THE FOUNDER OR FOUNDERS

This bylaw refers to the founder or founders as the individual or group who established the Eritrean American Community New Generation Association (EACNGA). These founders are the permanent leaders of the association. Therefore, Executive Directors shall be selected from among the founders.
List of Founders and Contact Information:

Section 4.02 POWERS OF THE FOUNDERS

• (A) The founder or founders shall hold the position of Board President or Chair of the Board (referred to as "Chair"). The title and role of the Chair may change depending on the needs and decisions of the Board.
• (B) The founding head of the EACNGA shall establish the vision and strategic direction of the association and ensure all necessary administrative tasks are carried out appropriately.
• (C) The founder(s) shall organize fundraising efforts, manage daily operations, and secure funding as needed. It is critical for the founder(s) to oversee potential risks and implement mitigation strategies.

Section 4.03 RESPONSIBILITIES OF THE FOUNDER OR CHAIR

• (A) The Chairperson shall appoint Board members.
• (B) The Chair shall implement the policies set by the Board.
• (C) The Chair shall oversee and support the work of the Board’s committees.
• (D) The Chair shall approve the annual operating budgets based on EACNGA’s financial standing.
• (E) The Chair shall authorize expenditures affecting the Association’s finances.
• (F) The Chair shall represent the interests of the EACNGA to donors, the public, and other stakeholders.
• (G) The Chair shall manage and monitor the work of external professionals and consultants.

Section 4.04 BOARD OF DIRECTORS

The Board of Directors is the group vested with the management of the business and affairs of this Association, subject to the law, the Articles of Association, and these Bylaws.

• (A) Number: The Association shall have a minimum of 15 and a maximum of 20 Board members. This number may be changed by amendment or repeal of these Bylaws.
• (B) Members who have attended at least 50% of general meetings in the previous year and actively participated are eligible to petition for Board membership.
• (C) Committees may be established by the Board as needed, either on a standing or ad hoc basis.

Section 4.05 STRUCTURE OF THE BOARD

• (A) Executive Committees shall guide and oversee strategic direction and decision-making, even on an ad hoc basis.
• (B) These committees shall set priorities, allocate resources, and ensure effective governance.
• (C) Executive Committees shall shape the organization’s strategic direction, policies, and operations.

• (A) Responsible for inspecting the community’s services to ensure they meet required standards.
• (B) Ensure that procured products and materials comply with applicable regulations and contracts.

Section 4.07 EX-OFFICIO MEMBERS

• (A) Ex officio members may make motions, debate, and vote, and must be officers of the Association.
• (B) They shall provide specialized expertise.
• (C) They shall offer strategic advice, policy guidance, and risk analysis.
• (D) They shall share best practices and successful experiences.

Section 4.08 STANDING COMMITTEES

• (A) Tasked with ongoing responsibilities such as legislative review, policy development, and oversight.
• (B) Shall be directed by the Executive Council to study and make recommendations related to their specific charge.

Section 4.09 AD HOC COMMITTEES

• (A) Consist of a minimum of 15 and maximum of 20 members. These committees are formed to address specific tasks or issues and dissolve upon completion.

Section 4.10 QUALIFICATIONS OF DIRECTORS

• (A) Any dues-paying member may become a director.
• (B) The Board shall consist of no fewer than seven and no more than fifteen directors. The exact number shall be determined annually by a two-thirds vote of current directors.

Section 4.11 TERMS OF DIRECTORS

• (A) Directors are elected for two-year terms based on term classes:
- Class A: Elected in 2025 - Class B: Elected in 2026 - Class C: Elected in 2027 | No director may serve more than two consecutive terms.
• (B) A director may be removed if it serves the best interest of the Association or if the director misses three or more meetings without acceptable excuse. Removal requires a two-thirds vote of remaining directors.

Section4.12 VACANCIES ON THE BOARD

Resignations are effective immediately or on the date specified. Vacancies will be filled upon the President’s nomination and a majority vote of the remaining Board. The new director serves the remainder of the term.

Section 4.13 MEETINGS

Board meetings (regular or special) shall be held at the registered office or another designated location.

Section 4.14 REGULAR MEETINGS

At least six board meetings must be held annually. If a schedule is adopted, no further notice is needed; otherwise, the Secretary must give notice per these Bylaws.

Section 4.15 NOTICE OF SPECIAL MEETINGS

Notice must be delivered 7–14 days before the meeting, in print, electronically, or by mail. Notice must include time, date, and place but need not specify the business to be discussed.

Section 4.16 CALLING SPECIAL MEETINGS

Special meetings may be called by:

• (A) The President
• (B) The Secretary
• (C) Any three Directors

Section 4.17 WAIVER OF NOTICE

Attendance at a meeting constitutes a waiver of notice unless the director is attending solely to object. A written or electronic waiver, signed before or after the meeting, is also valid.

Section 4.18 ACTION BY CONSENT

Actions normally requiring a meeting may be taken without one if written or electronic consent is signed by all eligible voters or directors and filed with the Secretary.

Section 4.19 QUORUM OF DIRECTORS

A majority of the full Board constitutes a quorum. A majority vote of those present will determine Board action unless otherwise stated. Directors may attend via phone or electronic means if they can both hear and be heard.

Article 5 — Officers

Section 5.01 OFFICERS

The Officers of the Association shall be elected by the Board of Directors. The Officers shall consist of the following positions:

1. President
2. Vice President
3. Treasurer
4. Secretary

(A) PRESIDENT

The President shall schedule and conduct general meetings and appoint appropriate members for special tasks, with approval from the Board. The President shall be the Chief Executive Officer of the Association and, subject to the control of the Board of Directors, supervise and manage the Association's affairs. The President shall:

• - Perform all duties incidental to the office
• - Carry out duties assigned by these Bylaws or the Board of Directors
• - Preside over all Association, Board, and Executive Committee meetings
• - Appoint all committee chairpersons and members (in consultation with the Board)
• - Nominate individuals to fill any vacancies on the Board
• - Serve as Chairperson of the Board of Directors and as an ex officio member of all committees
• - Represent the chapter at all National OCA Board meetings or appoint a representative, unless objected to by a majority of the Board
• - Sign all documents and agreements on behalf of the Association unless otherwise instructed

(B) EXECUTIVE VICE PRESIDENT

The Executive Vice President shall handle correspondence for the Eritrean and Eritrean-American communities and serve as acting President in the absence or incapacity of the President. This Officer shall:

• - Be a member of the Board
• - Perform all duties of the President as needed
• - Fulfill additional duties as prescribed by the Board of Directors

(C) TREASURER

The Treasurer shall manage and report on all financial matters of the Association. The Treasurer shall:

1. Have custody of all Association funds
2. Deposit funds as directed by the Board
3. Maintain accurate financial records
4. Provide reports to the Board and Members as required
5. Perform duties as defined by law, the Certificate of Association, these Bylaws, or the Board

(D) SECRETARY

The Secretary shall be a member of the Board and act as the record keeper for the Association. The Secretary shall:

1. Keep minutes of all Member and Board meetings
2. Serve as custodian of Association records
3. Issue required notices
4. Perform duties as defined by law, the Certificate of Association, these Bylaws, or the Board

Section 5.02 SELECTION OF OFFICERS

Officers shall be elected by the Board of Directors and serve terms concurrent with their Board service. Elections shall occur at the first regular Board meeting following the Annual Member Meeting. Officers shall remain in office until successors are elected and qualified.

Section 5.03 REMOVAL OF OFFICERS

Any Officer may be removed by those authorized to elect or appoint them when, in their judgment, removal is in the Association’s best interest.

Article 6 — Meetings

Section 6.01 COMMITTEES

Committees shall consist of one or more individuals, typically members of the Board of Directors. They shall address specific areas of focus to streamline Board operations. EACNGA may establish:
(A) DIRECTORIAL COMMITTEES - Consisting of two or more Directors as defined in these Bylaws

Section 6.02 APPOINTMENT OF COMMITTEES

The Board may, by resolution, create Directorial Committees with specific authority for designated periods. Creation of such committees does not relieve the Board or individual Directors of legal responsibilities. Committee appointments are made by the President in consultation with the Board.

Section 6.03 STANDING COMMITTEES

Standing Committees may include the following:
(A) EXECUTIVE COMMITTEE

• - Composed of the Chairperson, Executive Vice President, and Treasurer
• - Manages day-to-day Association affairs in the absence of Board action

(1) COMMITTEE CHAIRS

• - Lead the committee, ensuring objectives are met
• - Represent the committee
• - Promote good governance
• - Facilitate effective meetings
• - Communicate with the Board
• - Act as committee signatory
• - Ensure members fulfill duties

(2) VICE CHAIRS

• - Support the Chair
• - Act as Chair when needed
• - Prepare to potentially serve as future Chair

(3) COMMITTEE SECRETARY

• - Maintain records, minutes, and correspondence
• - Prepare annual reports and track Bylaw changes

(4) COMMITTEE TREASURERS / FINANCE & BUDGET COMMITTEE

• - Chaired by the Treasurer with two additional Board members
• - Manage finances, budget preparation, strategy, and audits
• - Report and recommend financial actions to the Board

(5) MEMBERSHIP COMMITTEE

• - Solicit new members and maintain membership records
• (6) NOMINATING COMMITTEE
• - Minimum of three members, including the current President and one corporate Member
• - May include the immediate past President
• - Submit Director nominations for Annual Member Meeting

(7) SCHOLARSHIP COMMITTEE

• - Solicit, select, and review candidates for scholarships
• (8) AUDIT COMMITTEE
• - Conduct audits for grants and annual Association records
• - Use independent auditor approved by the Board
• - Include a Certified Public Accountant for consultation

(9) LEGAL COMMITTEE

• - Include at least one attorney (Board member or external)
• - Provide or arrange legal counsel for the Association

Article 7 — Committees

Section 7.01 FISCAL YEAR

The fiscal year of the Association shall begin on June 1 and end on May 31 of the following year.

Section 7.02 EXECUTION OF DOCUMENTS

Unless otherwise provided by law, financial and legal documents must be signed by the President and countersigned by the Treasurer, unless delegated otherwise by Board resolution. Legal documents must be reviewed by the Legal Committee and supported by necessary Board resolutions.

Section 7.03 BOOKS AND RECORDS

The Association shall maintain accurate books, financial records, meeting minutes, membership lists, and a current copy of the Bylaws certified by the Secretary. The Secretary shall also maintain a contact list of all Directors.

Section 7.04 INSPECTION OF BOOKS AND RECORDS

Any Member, or their authorized agent or attorney, may inspect the Association’s records for a proper purpose at a reasonable time upon written, sworn request.

Section 7.05 NONPROFIT OPERATIONS—COMPENSATION

The Association shall not issue stock or pay dividends. No income shall be distributed to Members, Officers, or Directors. Reasonable compensation may be paid for services rendered.

Section 7.06 LOANS TO MANAGEMENT AND BOARD

The Association shall not make loans to Officers or Directors.

Section 7.07 ASSOCIATION ASSETS

No Member or Incorporator has vested rights or privileges in the Association’s assets.

• (A) Expelled Members shall have no rights to corporate assets.
• (B) Upon dissolution, assets shall be distributed for exempt purposes per Section 501(c)(3) of the Internal Revenue Code, or to government entities. If not disposed
of, a court shall assign assets to qualifying organizations.
• (C) The Board may authorize secured transactions or asset transfers without Member approval.

Article 8 — Financial Administration

Section 8.01. INDEMNIFICATION

Liability of Directors: Except as otherwise provided by law, a Director of the Association is not personally liable to the Association or its members for a breach of the Director’s fiduciary duty.

Section 8.02. ASSUMPTION OF LIABILITY BY ASSOCIATION

The Association assumes all liability to any person other than the Association or its members for all acts or omissions of a Director occurring on or after June 1st, 2025, incurred in the good faith performance of his or her duties as a Director.

Section 8.03. CHANGES

If there are any changes in the Washington State statutory provisions applicable to the Association and relating to the subject matter of this article, then indemnification rights shall be determined by such changed provisions, to the extent such changes allow broader rights than before.

Article 9 — Amendments

Section 9.01. AMENDMENT OF ARTICLES OF ASSOCIATION

This Association is governed as set forth in the Articles and Washington law. These Bylaws can be amended by a two-thirds affirmative vote of the Board of Directors.

(9.02). MODIFICATION OF BYLAWS

The power to alter, amend, or repeal these Bylaws, or adopt new Bylaws, as allowed by law, is vested in the Board of Directors and the Members by ordinary resolution of each. Members must be given no less than ten calendar days' actual prior notice of any proposed Bylaw change.

(9.03). ROBERT’S RULES OF ORDER

With modifications resolved by membership resolution, Robert’s Rules of Order shall govern the conduct of meetings.

(9.04). RECORDS

The Association shall keep correct and complete books and records of account and minutes of all Board and committee meetings, a record of actions taken without a meeting, and a current copy of the Association’s Articles of Incorporation and Bylaws.

(9.05). TRANSPARENCY AND ACCOUNTABILITY

By making full and accurate information about its mission, activities, finances, and governance publicly available, the Eritrean American Community New Generation Association (EACNGA) promotes transparency and accountability to the broader community.

(9.06). AMENDMENTS OF BYLAWS

These Bylaws may be amended by a two-thirds affirmative vote of the Board of Directors.