ARTICLE I: Purpose/Objectives/Mission
The German World Alliance (hereinafter called “Alliance”) is an international non-governmental organization. The mission of the Alliance is:
1. Educating the public as to the need to guard the human rights of ethnic Germans worldwide (an ethnic German is defined as a person of German culture, language, or heritage);
2. Fostering communication and information sharing among ethnic Germans throughout the world; and
3. Educating the public as to the need to preserve the German language and culture.
ARTICLE II: Office(s)
The Registered Agent of the Alliance is Roxanne Eckhoff, 6210 29th St., NW, Washington, DC 20015. The Principal Office of the Alliance is in Washington, D.C., c/o Professor Alfred Obernberger, Georgetown University, Washington, D.C. 20057. The place of the office may be changed by the Board of Directors.
ARTICLE III: Membership
Section 1: Categories. Any person or organization interested in or in sympathy with the mission, purpose, and objectives of the Alliance is eligible to become a member. Such membership shall be subject to the payment of dues, determined from time to time by the Board of Directors.
a. Voting Membership. All members whose dues are paid and current shall amke up the voting membership.
b. Honorary Membership. Honorary membership may be conferred by the Board of Directors at any time on an individual in recognition of the performance of his services which further the objectives of the Alliance. Honorary members shall not be subject to the payment of dues, nor shall they be entitled to vote, but they shall receive the Alliance’s informational mailings.
Section 2: Non-payment. Any voting member whose dues are not paid within a reasonable time may be deemed to have resigned from the Alliance.
Section 3: Termination for Cause. Voting membership may be terminated by the Board of Directors for conduct prejudicial to the Alliance’s best interests or contrary to its objectives. Due notice of the proposed action and the reason thereof shall be given to the member at least 30 days before the meeting at which such action is to be considered. The member may transmit to the Board of Directors a statement in opposition to the proposed action, to be received no later than 10 days before such meeting.
ARTICLE IV: Membership Meetings
Section 1: Annual Meetings. The annual meeting of the voting membership shall be held once a year at a date and a place determined by the Board of Directors for the purpose of electing officers, for the presentation of annual reports, and for the transaction of any pertinent business.
Section 2: Special Meetings. Special meetings of the voting membership may be called by the President, either on his/her own initiative or upon petition of 20 voting members, at a time and place determined by the President.
Section 3: Notice of Meetings. Notice of the purpose, time and place of annual or special meetings shall be sent to each voting member no less than two weeks before the meeting.
Section 4: Meetings by Telephone or Written Consent:
a. Meetings by Conference Telephone: One or more Directors or committee members may participate in a meeting of the Board, the Executive Board or any committee by means of conference telephone, e-mail or similar alternative communications methods by means of which all persons participating in the meeting can communicate with each other. Participation in a meeting pursuant to the Section shall constitute presence in person at such meeting.
b. Action by Unanimous Written Consent: Any action which may be taken at a meeting of the Board of Directors, the Executive Board or any committee may be taken without a meeting if a consent or consents in written form, setting forth the action to be taken, is signed by all of the Directors in office or all the Executive Board or all members of such committee and filed with the Secretary of the Alliance.
c. Board Committees: The Board of Directors may appoint such standing or temporary committees, each consisting of one or more Directors, as it shall determine from time to time to be necessary or convenient to the management of the Alliance. Any such committee, to the extent provided for in the resolution of the Board of Directors, shall have and may exercise any power or authority of the Board of Directors except power or authority as to a matter which may not by law be delegated to a committee.
Section 5: Quorum. A quorum for an annual meeting shall consist of twenty-five voting members present in person or by proxy. A quorum for a special meeting shall consist of fifteen voting members present in person or by proxy. In the absence of a quorum, the President shall set a new date for the meeting.
Section 6: Voting. Each voting member shall be entitled to one vote. Any voting member may act as a proxy for one or more of the other voting members. All powers of proxy shall be in writing, dated and signed. A proxy may be either general or limited to specific propositions. No proxy shall be valid for more than 90 days from the date of its signature. In lieu of the proxy arrangement, signed absentee ballots shall be acceptable, when so authorized by the Board of Directors. All business shall be conducted by majority vote, except as provided for the adoption of amendments by these By-Laws.
ARTICLE V: Officers
Section 1: Categories.
a. Elected Officers. The officers of the Alliance are the President, First Vice-President, Second Vice-President, Treasurer, and Secretary, to be chosen from the voting membership. Any two offices may be held by one person, except the offices of the President and Vice President(s), which may not be held by one person in order to assure an orderly line of succession to the presidency.
b. Honorary Officers. Subject to confirmation by the membership at an annual or special meeting, the Board of Directors may appoint one or more persons as lifetime honorary officers. An honorary officer may attend meetings and speak, but may not make motions or vote, unless he/she is a voting member.
Section 2: Duties.
a. President. The President, or in his/her absence either Vice-President, shall preside at all meetings of the Alliance. The President shall have general responsibility for the activities of the organization and shall perform all the ordinary functions of a presiding officer. He/she shall report at the annual meeting on the state of the Alliance and shall be an ex officio member of all committees except the Nominating Committee.
b. Vice Presidents. They shall perform such duties as may be assigned to them by the President. The First Vice-President shall assume the office of the office of President upon the determination by the Board of Directors as to the President’s inability or failure to discharge the dues of his/her office. In such case, the Second Vice-President shall become the First Vice-President.
c. Treasurer. The Treasurer is responsible for the financial affairs of the Alliance. He/she shall keep regular accounts and shall upon request open the accounts for inspection by the President or either of the Vice-Presidents. He/she shall bill voting members for the annual dues early in the new fiscal year and shall maintain an accurate roster of paid membership. He/she shall report in writing at the annual meeting on the state of the Alliance’s finances and submit such other financial reports as the Board of Directors may from time to time require.
d. Secretary. The Secretary shall keep a record of the proceedings at all meetings of the membership, the Board of Directors, and the Executive Committee; such minutes shall be presented for approval or correction at the next meeting of the appropriate body. He/she shall issue notices of all meetings and conduct the necessary correspondence. He/she shall maintain a complete set of minutes, which he/she shall deliver to the incoming Secretary.
Section 3: Nominations and Elections. Nominations of officers shall be made by a Nominating Committee to be appointed by the Board of Directors, at least 60 days before the annual meeting at which the elections are to be held. Notice of such nominations shall be given to all voting members, no less than 30 days in advance of the annual meeting. Nominations may also be made from the floor, if supported by affirmative votes of five voting members present in person, by proxy, or by signed absentee ballot. All nominees must have expressed a willingness to serve, if elected. The affirmative vote of the majority of those present, in person or by proxy or by signed absentee ballot, shall constitute election.
Section 4: Term of Office. The term of each elected officer shall be for two years, or until the successor is elected and takes office. Re-election is possible.
Section 5: Vacancies. Any vacancy, with the exception of the offices of President and First Vice-President, may be filled for the unexpired term by appointment by the President.
Section 6: Interim Replacements. In the temporary absence of either the Treasurer or the Secretary, the President may appoint an Assistant Treasurer or Assistant Secretary to carry out the respective functions on an interim basis.
ARTICLE VI: Corporate Leadership
Section 1: Board of Directors.
a. Composition. The Board of Directors shall be composed of five elected officers and six directors who are elected directly by the voting membership.
b. Directors. The directors shall serve for three-year staggered terms. These directors shall be nominated and elected according to the provisions of Article V, Section 3, above.
c. Functions and Procedures. The President shall act as Chairperson of the Board of Directors, and the Secretary shall act as the Secretary thereof. The Board of Directors shall be charged with the general directions of the affairs of the Alliance and take all actions necessary or convenient for the attainment of the Alliance’s objectives. It shall meet upon call of the President. Six members of the Board of Directors shall constitute a quorum, and all business shall be conducted by majority vote.
Section 2: Executive Committee. The five elected officers shall constitute the Executive Committee, which shall be charged with the day-to-day conduct of the Alliance’s affairs. It shall meet upon call of the President, and the Committee Chairpersons can be invited to attend appropriate meetings as observers. Three officers shall constitute a quorum, and all business shall be conducted by majority vote. The President shall vote only in the case of a tie.
Section 3: Advisory Committee. The Advisory Committee shall be composed of those former Presidents who are voting members of the Alliance and agree to serve. Its function shall be to advise the Board of Directors and the Executive Committee, either upon their request or on its own initiative, regarding matters of policy and importance. It shall elect its own Chairperson and Secretary. It shall meet at the call of the Chairperson.
Section 4: Other Appointments. The President may, with the approval of the Board of Directors, make such other paid or unpaid appointments as may be needed for the execution of the Alliance’s Mission.
ARTICLE VII: Committees
Section 1: The President may designate such committees as may from time to time be required.
Section 2: The President shall appoint the Chairpersons of all Committees, to serve for such periods as the President may determine. The Chairperson of each Committee shall appoint the members of the Committee.
Section 3: The expenditures of all Committees shall be paid by the Treasurer, with the approval of the President, from the general funds of the Alliance. All proceeds from Committee activities shall be transmitted to the Treasurer for deposit with the Alliance's general funds.
ARTICLE VII: Finances
Section 1. Dues. Pursuant to Article III § 1, dues to the Alliance shall be paid on an annual basis in such amounts as is determined by the Board.
Section 2. Gifts, Bequests and Donations. The Alliance may accept gifts, bequests, and donations from members and non-members, for the purpose of carrying out the objectives of the Alliance.
Section 3. Establishment of Depository. The Board of Directors shall establish or confirm one or more depositories for the deposit of all funds received by the Alliance and shall, by appropriate resolution, determine the conditions of deposit and designate the individuals, aside from or in conjunction with the Treasurer, with power to draw against such deposits for corporate purposes.
ARTICLE IX: Fiscal Year
The fiscal year of the Alliance shall be the calendar year.
ARTICLE X: Amendments
These By-Laws may be amended. Any amendment shall require the affirmative vote of two-thirds of the voting members present, in person or by proxy or by signed absentee ballot, at an annual or special meeting of the voting membership or by e-mail. A proposal to amend any provision of these By-Laws may be made by the Board of Directors, or by any ten voting members joined together for this purpose. Any such proposal must be transmitted to the Secretary at least 30 days in advance of the posting of the meeting, and the Secretary shall include such proposal in such notice.
ARTICLE XI: Dissolution
In the event the Alliance ceases to exist, and in the event that there shall remain assets, after distribution in full to all creditors, such assets shall be divided among the founding organizations or be used for a charitable purpose for the benefit of ethnic Germans to be decided upon by the Board of Directors.
By-Laws Adopted February 11, 2003