2026 BYLAWS IRISH HERITAGE CLUB
AGM 6.6.2026
1985 ARTICLES OF INCORPORATION
ARTICLE I
The name of the Corporation shall be the Irish Heritage Club.
ARTICLE II
The term of existence shall be perpetual.
ARTICLE III
3.1 Purposes. The corporation is organized for charitable and
educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended, including:
3.1.1 Performances involving Irish language, music, dancing, or other cultural activities.
3.1.2 Promotion and sponsoring of festivals, fairs, or other events commemorating Irish history or culture.
3.1.3 Sponsoring, teaching, and promoting Irish athletics and participating in amateur athletic contests.
3.1.4 Sponsoring and promoting cultural exchanges between Ireland and Washington.
3.1.5 Sponsoring classes in Irish language, history, culture; and such other programs and activities which lead to a greater appreciation and understanding of Ireland and its contribution to the United States
3.2 Limitations.
3.2.1 The corporation shall have no capital stock, and no part of its net earnings shall injure to the benefit of any director, officer, or member of the corporation, or any private individual; except that the corporation may pay reasonable compensation to personnel for carrying out its
purposes.
3.2.2 No member, director, or officer of the corporation, nor any private individual shall be entitled to share in the distribution of any of the
corporate assets upon dissolution of the corporation, of the winding up of its affairs. Upon such dissolution of winding up, all of the remaining assets of the corporation shall be distributed by the Board of Directors for identical uses and purposes to any other organization which would then qualify for exemption under the provisions of Section 501(c)(3) of the Internal Revenue Code as now stated, or as it may be hereafter
amended.
3.2.3 No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence
legislation except as may be strictly permitted under Section 501(c)(3) Organizations, by the Internal Revenue Code and the corporation shall not participate in or intervene in (including the publication or distribution of statements) in a political campaign on behalf of a
candidate for public office.
ARTICLE IV
The address of the initial registered office of the corporation shall be: 1000-15th Ave. East, Seattle, Washington 98112. The name of the initial registered agent at the same address shall be Mary Shriane.
ARTICLE V
The number of Directors Constituting the Initial Board of Directors shall be five. The names of the persons who are to serve as the initial directors are as follows:
John F. Keane
Mary Shriane
Patricia A. Jordan
Eileen Sullivan
Ann LaPoma
ARTICLE VI
In the event of dissolution of the corporation, the net assets are to be distributed as follows: To a registered charitable organization.
ARTICLE VII
To the full extent that the Washington Non-Profit Corporations Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors, a director of the corporation shall not be liable to the corporation or its members for monetary damages for his or her acts or omissions as a director. Any amendment to or repeal of this Article VII shall not adversely affect any right or protection of a director of the corporation for or with respect to any acts of omissions of such director occurring prior to such amendment or repeal.
2026 BYLAWS OF THE IRISH HERITAGE CLUB
AGM 6.6.2026
ARTICLE 1. MEMBERSHIP
1.1 Upon receipt of an application for membership accompanied by the payment of annual dues, the Membership Secretary shall issue to the applicant a membership card and upon request, a copy of the Club’s Constitution/ Bylaws.
1.2 Annual dues, as determined by the Board of Directors, shall be levied on individual and family members. Family membership shall include both husband and wife as voting members of the club, and any child in the family who has not yet reached 18 years of age shall be a non-voting member of the club. Dues shall be for the period 1 January to 31 December.
1.3 In order to remain in good standing, current members shall pay their annual dues by 31 March each year. Any members who have not paid their dues by the beginning of the first general meeting of the year shall become a nonvoting member of the Club,
1.4 Any changes in the annual dues shall be determined by the Board of Directors and shall be announced to the members no later than the Autumn General meeting prior to the year in which they are intended to take effect.
ARTICLE 2. GENERAL MEETINGS
2.1 General meetings of the club shall be held at least in the Spring and Autumn of each year.
2.2 In addition, special meetings of the Club shall be called by a majority vote by the Board of Directors. Any five members of the Club, or any of its officers, may petition the Board for such a meeting.
2.3 Announcement of all general or special meetings of the Club shall be communicated digitally or by mail, to all members no less than 10 days before the meeting, and such an announcement shall include a specific agenda of items to be discussed.
2.4 The presence of 20 voting members of the Club shall constitute a quorum for conducting business at special meetings.
2.5 Voting on all matters before the Club shall be done in person and if necessary, via email. Under no circumstances shall votes be accepted in the form of proxies or votes in absentia.
2.6 Unless otherwise specified in the Constitution/ Bylaws, meetings shall be conducted by the President in accord with Roberts Rules of Order.
ARTICLE 3. ELECTIONS
3.1 Elections of Club officers and members of the Board of Directors shall take place within 1 month of the fiscal year end; Voting shall take place in secret, making use of prepared ballots issued to voting members of the Club at the time of the meeting.
3.2 Three “At Large” members of the Board of Directors shall be elected each year at the annual general meeting to replace the three whose 3-year terms are ending. A slate of at least three nominees shall be presented to the membership at that meeting by the Nominations Committee. Further nominations may be made at the meeting by any voting member of the Club. One each “Program Committee Directors,” from the affiliated Programs shall be elected each year at the annual general meeting to replace those whose 1-year terms are ending. A slate of Program nominees shall be presented to the membership at that meeting by the Nominations Committee. Only nominees who have expressed a willingness to serve shall be presented to the membership for election.
3.3 Any paid-up voting member of the Club shall be eligible for election to the Board; except that such a nominee must have been a member of the Club for at least six months before the term of office is to begin.
3.4 The three nominees who receive the largest number of votes shall be elected to the Board.
3.5 After the results of the voting for the Board of Directors have been announced, nominations will be made for each officer’s position. The Nominations Committee shall offer a slate of at least five nominees (at least one for each position; additional nominations may be made at the meeting by any voting member of the Club. Only nominees who have expressed a willingness to serve shall be presented to the membership for election.
3.6 For the position of President, a person must have been a member of the Club for a minimum of two years prior to nomination and must also have been a member of the Board of Directors one year prior to election.
3.7 The nominee receiving the highest number of votes for each position shall be elected.
3.8 Newly elected directors and officers shall take office immediately.
3.9 Upon the resignation of death of a member of the Board of Directors, an election to choose a new Director shall be held at the next general meeting, in accord with the procedures set forth above.
ARTICLE 4. BOARD OF DIRECTORS.
4.1 Board of Directors - The Board of Directors shall consist of nine “At Large” voting members of the Club, elected by the membership, each serving a renewable 3-year term, along with one each “Program Committee Directors”, each elected to a renewable 1-year term. The “Program Committee Director” members of the Board of Directors shall be representatives of the Irish Heritage Club Programs.
4.2 All members of the Board shall have voting rights. Meetings of the Board shall be held at regularly scheduled intervals. Any voting member of the Club is welcome to attend and participate in such meetings but shall have no right to vote on matters coming before the Board. The presence of five members of the Board shall constitute a quorum for conducting business at such a meeting. At the discretion of the President these shall be temporarily appointed a special committee to handle special ad hoc issues that may arise. Said committee shall consist of the President, Vice-President, and three members of the Board of Directors chosen by the President. The life of said committee shall not exceed six calendar months.
4.3 Any action permitted as required to be taken at a meeting of the Board of Directors may be taken without a meeting if (a) one or more written consents setting for the action are signed or (b) electronic transmissions (emails) setting forth the action so taken are electronically transmitted to the Secretary or President by all the directors entitled to vote with respect the subject matter thereof. To pass, the vote must be unanimous. Action taken by written consent is effective when the last Director signs the consent, unless the consent specifies a later effective date, or when the Director transmit his/ or her email to the Secretary or President.
ARTICLE 5. DUTIES OF OFFICERS AND DIRECTORS
5.1 The duty of the President shall be to preside at all Club activities; to chair all meetings of the Club and of the Board of Directors; to
represent the Club before the public; and to enforce the Constitution and Bylaws of the Club.
5.2 The duty of the Vice President shall be to preside over Club activities in the absence of the President; and to chair the
Amendments Committee and the Nomination Committee. In the case of the resignation or death of the President, the Vice President shall accede to the office of the President until the next general meeting, at which time a new member of the Board of Directors and a new President shall be elected, in accord with the procedures set forth in Article 3 above.
5.3 The duty of the Secretary shall be to record the minutes of all meetings of the Club and the Board; to issue notices of meetings to all members; and to receive and direct all correspondence to and from The Club. The Secretary shall make an annual written report of Club activities available to all members.
5.4 The duty of the Treasurer shall be to control the assets of the Club; to receive all money and issue receipts for the same; to oversee the bank account (s) of the Club; to keep up-to-date accounts; and to assist in the annual audit of the Club accounts. The Treasurer shall report on the current financial situation of the Club at all meetings and shall make a written annual report available to all members.
5.5 The duty of the Membership Secretary shall be to welcome new members to the Club; to request and collect annual dues; to prepare ballots for all elections; to determine a member s right to vote if the matter is disputed; and to make a roster of members available to all members.
5.6 The duty of members of the Board of Directors shall be to foster and develop the purposes of the Club and to work diligently in support of its activities; to act conscientiously on behalf of the Club members they represent; and to attend and participate in meetings of the Board and of the Club.
ARTICLE 6. COMMITTEES
6.1 The Club shall have the following standing committees, appointed by the President for a one-year term, and approved by a majority vote of the Board of Directors.
6.1.1 A Governance Committee consisting of three members of the Board. The duties of the Committee shall be to study suggested changes in the Clubs Bylaws, and to make recommendations for any necessary amendments to them.
6.1.2 A Nominations Committee, consisting of three members of the Board, whose terms do not end during the current year, including the Vice President who shall be its chair.
6.1.3; A Finance Committee consisting of three members of the Board inclusive of the treasurer, the role of this committee is to meet a minimum of 6 times annually to review the club's financial health.
6.2 The Board of Directors may at its discretion establish standing or ad hoc committees to carry on the activities of the Club. The Board of Directors shall determine the membership, period of activity, duties, powers, and responsibilities of any committee it establishes.
6.3 Only voting members of the Club may serve as voting members of any of its committees.
6.4 The President shall be an ex officio member of all committees.
6.5 All committees shall report directly, and on a regular basis, to the Board of Directors on their activities, presenting precise records
(including receipts) for all money received or disbursed.
6.6 If a budget is not allotted to a Committee at the time of its formation, it shall be the duty of the Committee to develop such a budget, which must be approved by the Board before any funds can be encumbered or disbursed.
6.7 Committees may not act on behalf of the Club otherwise authorized by the Board.
6.8 Any voting member of the Club is welcome to attend and participate in meetings of any Club committees, but unless formally appointed by the Board, he or she may not vote on matters coming before those committees.
6.9 Within two weeks of completing its duties, a committee shall file a report with the Board specifying in full the activities of the Committee and accounting in detail for all moneys received and spent and for all Club property used by the Committee.
ARTICLE 7. BUDGETS
7.1 The Board of Directors shall present to the members a proposed calendar and annual budget for the Club at the Fall Meeting. If the proposed budget (or any of its parts) is not approved by a majority vote, an alternative budget must be offered and approved at that meeting.
7.2 Prior to the election of new Board members and Officers for the coming year, the Board shall report in full to the members on its
activities during their time of service, together with a detailed account of all money received and spent.
ARTICLE 8. AMENDMENTS
8.1 Any amendment of the Bylaws must first be reviewed by the Governance Committee and then approved by the majority vote of the Board of Directors. Such an amendment shall take effect only if it has been announced in the agenda and is adopted by a two-thirds majority of the voting members at a duly convened general meeting of the Club.
8.2 Nothing in these Bylaws shall be construed or applied in any manner that will conflict with the constitution of the Irish Heritage Club.
ARTICLE 9. INDEMNIFICATION
9.1 Right to Indemnification. Each person who was or is made a party or is threatened to make a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit, or proceeding, whether civil, derivative, criminal, administrative, or investigative, by reason of the fact that he or she is or was a director or officer of the corporation or, being or having been such a director or officer, he or she is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, partner, trustee, employee or agent or in any other capacity while serving as a director, officer, partner, trustee, employee, or agent, shall be indemnified and held harmless by the corporation to the full extent authorized by the Washington Non-Profit Corporation.
Act or other applicable law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment) , against all expense, liability, and loss (including, without limitation, attorneys fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, partner, trustee, employee, or agent and shall inure to the benefit of his or her heirs, executors, and administrators; provided, however, that except as provided in Section 9.2 of this Article with respect to proceedings seeking to enforce rights to indemnification, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if participation in such proceeding (or part thereof) was authorized by the Board of Directors of the corporation. The right to indemnification conferred in this section 9.1 shall be a contract right and shall include the right to be paid by the corporation the expenses in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such trustee of officer, to repay all amounts so advanced if it shall ultimately be determined that such director of officer is not entitled to be indemnified under section 9.1 or otherwise.
9.2 Right of Claimant to Bring Suit. If a claim under section 9.1 of this Article is not paid in full by the corporation within sixty days after a written claim has been received by the corporation, except in the case of a claim for expenses incurred in defending a proceeding in advance of its final disposition, in which case the applicable period shall be twenty days, the claimant may at any time thereafter bring an action against the corporation to recover the unpaid amount of the claim and, to the extent successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. The claimant shall be presumed to be entitled to indemnification under this Article upon submission of a written claim (and, in an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition, where the required undertaking, if any is required, has been tendered to the corporation) and thereafter the corporation shall have the burden of proof to overcome the presumption that the claimant is not so entitled. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its members) to have made a determination prior to the commencement of such action that indemnification of or reimbursement of advancement of expenses to the claimant is proper in the circumstances nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its members) that the claimant is not entitled to indemnification of to the reimbursement or advancement of expenses shall be a defense to the action or create a presumption that the claimant is not so entitled.
9.3 Non-exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance if its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement, or disinterested directors, or otherwise. All applicable indemnity provisions shall be interpreted and applied so as to provide a claimant with the broadest but non-duplicative to which she or he is entitled.
9.4 Insurance, Contracts, and Funding. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the corporation or another corporation, partnership, joint venture, trust, or other enterprise against any expense, liability, or loss, whether or against such expense, liability, or loss under the Washington contracts with any director or officer of the corporation in trust fund, grant a security interest, or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Article.
9.5 Indemnification of Employees and Agents of the Corporation. The corporation may, by action of its Board of Directors from time to time, provide indemnification and pay expenses in advance of the final disposition of a proceeding to employees and agents of the corporation with the same scope and effect as the provisions of this Article with the respect to the indemnification and advancement of expenses of directors and officers of the corporation of pursuant to rights granted pursuant to, or provided by, the Washington Non-profit Corporation Act or otherwise.
9.6 Partial Indemnification. If a claimant is entitled under any provisions of this Article to indemnification by the corporation for some or a portion of any expenses, liabilities or losses actually and reasonably incurred by claimant in an investigation, defense, appeal or settlement by not, however, for the total amount thereof, the corporation shall nevertheless indemnify claimant for the portion of such expenses, liabilities or losses to which claimant is entitled.
9.7 Successors and Assigns. This Article shall be (I) binding upon all successors and assigns of the corporation (including any transferee of all or substantially all of its assets and any successor by merger or otherwise by operation of law) and (ii) binding on and inure to the benefit of the heirs, personal representatives and estate of a claimant. The corporation shall not effect any sale of substantially all of its assets, merger, consolidation, or other reorganization unless the surviving entity agrees in writing to assume all the obligations of the corporation under this Article and to indemnify claimants and advance expenses in accordance with this Article.
9.8 Severability. In the event that any provision of this Article is determined by a court to require the corporation to act or refrain from acting in violation of applicable law, such minimum extent necessary to avoid a violation of law, and, as so limited or modified, such provision and the balance of this Article shall remain in full force and effect.