Sakura-Con
Please review our bylaws here.
Article 1. Purpose
The Asia-Northwest Cultural Education Association (“ANCEA” or the “Corporation”) is organized for charitable and educational purposes specifically for furthering the understanding of Asian culture through the use of traditional and contemporary media.
Article 2. Offices
The principal office of ANCEA shall be located at its principal place of business or such place as the Board of Directors (“Board”) may designate. The Corporation and designated committees of the Board may have such other offices as the Board may designate from time to time, in its discretion.
Article 3. Membership
3.1 – Classes of Members
ANCEA shall have no members with voting rights or otherwise for purposes of the Washington Nonprofit Corporations Act (ch. 24.03A Revised Code of Washington) (together with any successor law and as each may be amended, the “Act”).
As of the date of adoption of these Amended and Restated Bylaws and until such time as the Board, by a duly approved resolution, shall otherwise indicate, there shall be two nonvoting classes of membership: Staff Members and Attendee Members. Staff Members meeting the qualifications set forth in Section 3.2.2 and Attendee Members meeting the qualifications set forth in Section 3.2.1 are each entitled to attend the Annual Meeting but will not be able to vote and are not entitled to notice of any meetings.
3.1.1 – Definition of the Membership Year
A “membership year” (also known as “current year”) is the period of time immediately following the last Annual Meeting and ending at the end of the next Annual Meeting.
3.2 – Qualifications for Membership
3.2.1 – Attendee Membership Qualifications
Any person who pays the applicable membership fees to attend ANCEA’s annual Sakura-Con (the “Convention”) and who is in compliance with all ANCEA policies, including policies relating to the Convention, shall qualify as an Attendee Member. The Board may establish multiple classifications of membership fees at its discretion.
3.2.2 – Staff Membership Qualifications
An individual who applies and is approved for the current year Convention for a volunteer position meeting the then-applicable requirements, as determined by the Board for the current year, or as otherwise approved by the Board, and who is in compliance with all ANCEA policies, including policies relating to the Convention, shall qualify as a Staff Member.
3.3 – Voting rights
Attendee Members and Staff Members have no voting rights.
3.4 – Annual Meeting
The Annual Meeting of ANCEA shall be held every year at or within 45 days of the Convention, at the discretion of the Board, for the purpose of electing Directors and transacting such other business as may come before the meeting. If the Annual Meeting is not held in the time period designated, the Board shall cause the Annual Meeting to be held as soon thereafter as a quorum of the Board can be reasonably expected to be achieved.
3.5 – Place of Annual Meeting
The ANCEA Annual Meeting shall be held at a publicly accessible place within or without the State of Washington, whether in person or virtually.
3.6 – Notice of Annual Meeting
The Secretary shall deliver notice not less than ten nor more than fifty days before the date of the Annual Meeting to the Board; provided, that if the Annual Meeting shall be held during or immediately following the Convention, no additional notice shall be required. Notice may be given in any fashion which complies with the then-effective requirements of the Act.
3.7 – Waiver of Notice
Whenever any notice of the Annual Meeting is required to be given under the provisions of these Bylaws, or applicable Washington law, attendance by the person or persons entitled to such notice at the meeting or a writing, signed by such person or persons, whether before or after the time stated therein, shall be deemed to be a waiver of such notice.
Article 4. Directors
4.1 – General Powers
Except as otherwise set forth herein, the activities, affairs, and property of the Corporation shall be managed, directed and controlled, and its powers exercised by, and vested in, the Board.
4.2 – Number
The Board shall consist of no less than nine elected Directors. The number of Directors may be changed from time to time by amendment to these Bylaws, provided that no decrease in the number shall have the effect of shortening the term of any incumbent Director. The Directors shall be elected by title and each Director shall serve in the position to which they are elected as well as being a member of the Board. The positions shall be Chair, Vice Chair, Secretary, Treasurer, Director of Operations, Director of Programming, Director of Relations, Director of Publicity, Director of Membership, and appointed Liaison(s).
For purposes of these Bylaws, the Chair, Vice Chair, Secretary and Treasurer are referred to herein as the “Officers” and the Director of Operations, Director of Programming, Director of Relations, Director of Publicity, and Director of Membership are referred to herein as the “Managing Directors.”
4.3 – Qualifications
Directors shall be of legal contract age or be legally eligible to sign contracts in lieu of being legal contract age, must satisfy the eligibility requirements for membership, and shall have such qualifications as the Board may find desirable from time to time.
4.4 – Election of Board
Except as provided in Section 4.17, Directors shall be elected or appointed to the Board at the Annual Meeting. Each Director shall commence their term immediately upon election or appointment and shall be able to vote on any matter subsequently coming before the Board at the meeting at which elected or appointed. Officers and Managing Directors shall be elected first, followed by the appointment of any Liaisons by the elected Officers and Managing Directors.
4.5 – Term of Office
Officers and Managing Directors shall serve a two-membership year term. The term of office can be extended or adjusted, on a temporary basis, at the discretion of the Board. Liaisons shall be appointed for a one-membership year term.
4.6 – Initial Meeting of the Board
The initial meeting of the Board shall be held without notice immediately following and at the same place as the Annual Meeting for the purpose of addressing business changes and/or reviewing board procedures with new Directors.
4.7 – Special Meetings
Special meetings of the Board or any committee designated and appointed by the Board may be called by any two Directors. The Directors calling any such special meeting shall designate the place for such meeting consistent with Section 4.8.
4.8 – Attendance and Location of Meetings
The Board may hold any meeting by remote means compliant with the provisions of the Act, so long as all persons participating in the meeting can hear or communicate with each other at the same time. Participation by such means shall constitute attendance at a meeting. Meetings in which one or more Directors shall gather in a physical location shall be held at a publicly accessible place within or without the State of Washington.
4.10 – Notice of Special Meetings
Notice of special Board or committee meetings shall be given to the Directors and, if applicable, committee members not less than 72 hours before the meeting. Notice may be given in any fashion which complies with the then-effective requirements of the Act.
4.11 – Waiver of Notice
Whenever any notice of a meeting is required to be given to any Director under the provisions of these Bylaws, or applicable Washington law, such Director’s attendance or a writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed to be a waiver of such notice.
4.12 – Quorum
A simple majority of the number of Directors currently in office shall constitute a quorum for the transaction of business at any Board meeting. Except as otherwise expressly provided in these Bylaws, no business of the Corporation may be acted on by the Board at any meeting at which less than a quorum of the Board is in attendance; provided, that once a quorum has been established, such meeting shall remain validly called and business may be transacted even if less than a quorum of the full Board remains present or eligible to vote on the business before the Board.
4.13 – Manner of Acting
The act of the majority of the Board present at a meeting at which there is a quorum shall be the act of the Board, unless the vote of a greater number is required by these Bylaws, or applicable Washington law.
4.14 – Presumption of Assent
A Director present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent or abstention is entered in the minutes of the meeting, or unless such Director files a written dissent or abstention to such action with the person acting as Secretary at the meeting before the adjournment thereof, or forwards such dissent or abstention by reasonable communication to the Secretary immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.
4.15 – Action by the Board Without a Meeting
Any action which could be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action so taken is signed by each of the Directors. Such written consents may be signed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same document. Any such written consent shall be maintained in the Corporation’s records as if it were the minutes of a Board meeting.
4.16 – Removal
At any meeting of the Board, a Director may be removed from office, with cause, by a 2/3 majority of the votes cast by the remaining Directors; provided, that the notice of such meeting shall identify such proposed action.
4.17 – Vacancies
A vacancy in any position of the Board may be filled by the affirmative vote of a simple majority of the Board. A Director who fills a vacancy shall serve for the remainder of the unexpired term.
4.18 – Honoraria
Directors and staff may receive an honorarium for their services at the Board’s discretion and may receive reimbursement for expenditures incurred on behalf of ANCEA. The Board will agree on amounts and criteria for any honoraria at the beginning of each convention year; provided, that in no event shall any such honorarium or other compensation be in contravention of federal tax law applicable to the Corporation.
Article 5. Officers, Managing Directors & Liaisons
5.1 – Officers
The Officers of the Corporation shall be a Chair, a Vice Chair, a Secretary, and a Treasurer, each of whom shall be elected from among the Directors by the Board. Such Officers shall hold office for such period and have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any Officer may be assigned by the Board any additional title that the Board deems appropriate; provided that no one person may concurrently hold more than one Officer, Managing Director, or Liaison position.
5.2 – Managing Directors
The Managing Directors shall be a Director of Operations, a Director of Programming, a Director of Relations, a Director of Publicity, and a Director of Membership, each of whom shall be elected as set forth herein. These Managing Directors shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any Managing Director may be assigned by the Board any additional title that the Board deems appropriate; provided that no one person may concurrently hold more than one Officer, Managing Director, or Liaison position.
5.3 – Liaisons
The Board may, in its discretion, establish at the Annual Meeting and appoint one or more Liaison positions with such powers and responsibilities as the Board shall set forth. Individuals so appointed by the Board shall serve in such Liaison position for one membership year, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any Liaison may be assigned by the Board any additional title that the Board deems appropriate; provided that no one person may concurrently hold more than one Officer, Managing Director, or Liaison position.
5.4 – Election and Term of Office
The Officers, Managing Directors and Liaisons, if any, are elected or appointed, respectively, at the Annual Meeting by the Board. Unless an Officer, Managing Director, or Liaison, if any, dies, resigns, or is removed per “Section 4.16 – Removal,” they shall hold the position until their term has ended or until their successor is elected.
5.5 – Resignation
Any Officer, Managing Director or Liaison may resign from the Board at any time by delivering written notice to the Chair, Vice Chair, or Secretary, or by giving oral or written notice at any meeting of the Board. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Resignation as an Officer, Managing Director or Liaison shall deem such person ineligible for any compensation or honorarium related to such service.
5.6 – Removal of Officers, Managing Directors and Liaisons
Any Officer, Managing Director or Liaison elected or appointed by the Board may be removed from office by a 2/3 majority vote of the Board whenever in its judgment the best interests of ANCEA would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Removed persons shall not be eligible for any compensation or honorarium related to such service.
5.7 – Chair
The Chair shall be the principal executive officer of the Corporation and shall supervise all of the business and affairs of the Corporation, including serving as the Chief Executive Officer of the Convention. The Chair, along with such other Officers as the Board may designate, shall sign deeds, leases, mortgages, contracts, or any other instrument that the Board authorizes to be signed except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other Officer or agent of the Corporation or are required by law to be otherwise signed or executed by some other Officer or in some other manner. The Chair shall be an authorized signer on the ANCEA bank accounts.
Other duties the Chair is responsible for include facilitating both Annual Meetings and Special Meetings, supporting the Board with identifying new and high-level tracking on ongoing improvement efforts within the organization, and acting as the main point of contact for legal matters.
In general, the Chair shall perform all duties incident to the office of Chair and such other duties as are assigned by the Board from time to time.
5.8 – Vice Chair
In the event of the death of the Chair or their inability to act, the Vice Chair shall perform the duties of the Chair, except as may be limited by the resolution of the Board, with all the powers of and subject to all the restrictions upon the Chair. The Vice Chair shall have, to the extent authorized by the Board, the same powers as the Chair to sign deeds, mortgages, bonds, contracts or other instruments. The Vice Chair shall perform such other duties as from time to time may be assigned by the Chair or the Board.
5.9 – Secretary
The Secretary shall keep the corporate records of ANCEA and all meeting records required of the Corporation; distribute information relevant to keeping the membership informed; keep records of the name, post office address, and contact information of each Staff Member, Attendee Member and Director; sign with the Chair, or other Officer authorized by the Chair or the Board, deeds, mortgages, bonds, contracts or other instruments; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Chair or the Board. In absence of the Chair and Vice-Chair, the Secretary is to preside over meetings. The Secretary shall be an authorized signer on the ANCEA bank accounts. The Secretary shall perform such other duties as from time to time may be assigned by the Chair or the Board.
The Secretary shall keep copies of all complaints against current and former Directors and members, a copy of a list of banned members, and signed copies of ANCEA-wide contracts. The Secretary shall also know the bylaws and the current framework that the Board has chosen to operate by (see Rules of Procedure) and ensure the Board is compliant within the framework and to these Bylaws.
5.10 – Treasurer
The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation. The Treasurer will maintain an accounting of the financial records and see to it that all taxes and fees are paid according to the requirements of law. The Treasurer will receive and give receipts for monies due and payable to and from the Corporation, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the Board and the provisions of these Bylaws; make payments from the Corporation’s funds and accounts, as necessary, and collect receipt for such payments. The Treasurer will maintain a two-signer check system, to be signed by two of the Officers given such authority to do so in these Bylaws as then effective. If requested by the Board, the Treasurer shall give a bond for the faithful discharge of their duties as the Board shall determine. The Treasurer shall perform such other duties as the Chair or Board may assign. The Treasurer shall be an authorized signer on the ANCEA bank accounts.
The Treasurer will compile and present, either orally or via email, a monthly high-level overview of the current finances of ANCEA. The Treasurer will also work with the rest of the Board to do an overall budget-overview annually for each department of the Convention, during a special Budget working session of the Board.
5.11 – Assistant Officers
Officers may request an assistant as needed to serve with them during their term; installment and removal of Assistant Officers is at the discretion of the Board. Assistant Officers do not have voting privileges.
Article 6. Events
6.1 – Sakura-Con
The Convention, referred to as Sakura-Con, is ANCEA’s main event. The Board shall act as the governing body for the whole of the Convention. The Officers, Managing Directors and, as applicable within their Board-designated duties, Liaisons described in Article 5 shall serve to operate Sakura-Con.
6.2 – New Events
Whenever a new event is considered by the Corporation, the Board shall review any proposal for such new event. In the Board review, a budget as well as programmatic elements shall be developed. Following the development and revise of such items, the Board may, in its discretion, approve such new events as the Board determines to be in the best interests of the Corporation, and the Board will then run the new event as it has the Convention.
Article 7. Administrative Provisions
7.1 – Books and Records
The Corporation shall keep at its principal or registered office copies of its current Bylaws; correct and adequate records of accounts and finances; minutes of the Corporation’s proceedings; records of the name and address of each Officer; and such other records as may be necessary or advisable. All books and records shall be open at any reasonable time to inspection by any Director. In addition, Directors, Staff Members and Attendee Members shall have the right to inspect the Corporation’s records to the extent provided in RCW 24.03A.210; provided, for clarity, that the Corporation has no “members” as defined in the Act such that the Corporation shall be under no obligation to provide the information described in RCW 24.03A.210(4), and provided further that the Corporation may consult with appropriate counsel and advisors if the Secretary believes any requested disclosure may risk the disclosure of personal, confidential or otherwise protected information of an individual.
7.2 – Accounting Year
The fiscal year of the Corporation shall be from July 1st to June 30th.
7.3 – Rules of Procedure
The Board may adopt, by a majority vote, any procedure to facilitate meetings of the Board and may use as a guideline the rules contained in Roberts Rules of Order Newly Revised (RONR), or the newest publicly published edition/version of that document, so far as applicable and when not inconsistent with these Bylaws, or any resolution of the Board. For example, the Board may adopt a facilitation model where a motion will be brought by a Director, then seconded by another Director, open to discussion for all Directors, and either: a) a majority vote (or other vote required by the Bylaws or Articles of Incorporation) will decide the motion; or b) the Board can discuss until a consensus is reached on the motion.
Article 8. Notice of Indemnification and Liability
To the fullest extent permitted by the Act, the Corporation shall indemnify any person who is or was a party to or is threatened to be made a party to any threatened, pending or completed criminal, civil, administrative or investigative action suit or proceeding (whether brought by or in the right of the Corporation or otherwise) by reason of the fact that such person is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation, against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interest of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful, except that no indemnification shall be adjudged in such action, suitor proceeding to be liable for negligence or misconduct in the performance of his or her duty to the Corporation.
Article 9. Deposits, Checks, Loans, Contracts
9.1 – Deposit of Funds
All funds of the Corporation not otherwise employed shall be deposited in such banks, trust companies, or other reliable depositories, and under such terms, as the Board from time to time may determine.
9.2 – Checks, Etc.
All checks, drafts, endorsements, notes, and evidence of indebtedness of the Corporation shall be signed by not less than two Officers or agents of the Corporation and in such manner as the Board from time to time may determine. Endorsements for deposits to the credit of the Corporation shall be made in such manner as the Board from time to time may determine.
9.3 – Loans
No loans or advances shall be contracted on behalf of the Corporation, and no note or other evidence of indebtedness shall be issued in its name, unless and except as authorized by the Board. Any such authorization may include authorization to pledge, as security for loans or advances so authorized, any and all securities and other personal property at any time held by the Corporation.
No loans shall be made by the Corporation to any Director.
9.4 – Contracts
Any Director specifically authorized by the Board may, in the name of and on behalf of the Corporation, enter into those contracts or execute and deliver those instruments to the extent authorized by the Board. Without the authorization of the Board, no Director, member, staff or other agent of the Corporation may enter into any contract or execute and/or deliver any instrument in the name of and on behalf of the Corporation.
Article 10. Severability
If any of these Bylaws are found to be in violation of applicable laws, only that portion of this document is considered to be invalid; the rest of the document remains in force.
Article 11. Amendments
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the vote of a 2/3 majority of the Board.
The foregoing Bylaws were voted in by the membership on March 26th, 2024.