Bylaws

I. Preamble

These bylaws of the Boston Estonian Society (the “Society”) are adopted in accordance with the Constitution of the Society and establish the governing procedures, rights and responsibilities of the Society. Conflicts in interpreting these bylaws shall be resolved by recourse to the Society’s Constitution or in accordance with applicable laws.

II. Membership

2.1 The Executive Board of the Society shall admit members in accordance with
Paragraph IV of the Constitution immediately or on a provisional basis.

2.2 The Society shall have Junior, Adult/Full, Supporting and Honorary members.

2.3 A Junior member shall be a natural person, at least five (5) years of age and
no more than seventeen (17) years of age, who participates in the Society’s youth activities. Junior members do not have voting rights and may not be
elected officers of the Society. Junior members shall not be required to pay
dues to the Society.

2.4 An Adult/Full member with voting rights shall be a natural person at least 18
years of age, who has agreed to abide by the Society’s Constitution.

An Adult/Full member shall have the right to:
2.4.1 Fully participate in the activities of the Society to fulfill the
purposes of the Society;
2.4.2 Vote in Society meetings; to vote for and to be elected as
members of the Executive Board, Audit Commission or other groups or
committees established by the Society;
2.4.3 Represent, with the approval of the Executive Board, the Society
before other bodies and organizations and on specific projects;
2.4.4 Present inquiries as well as to request information and or an
accounting from the Executive Board and to receive requested
information about the Society’s activities;
2.4.5 Use the property of the Society in accordance with the Society’s
established procedures for such use;
2.4.6 Use the symbol of the Society in accordance with the Society’s
established procedures for such use;
2.4.7 Resign from the Society.
An Adult/Full member shall be required to:
2.4.8 Pay Membership Dues;
2.4.9 Follow the Society’s Constitution and decisions of the Executive
Board;
2.4.10 Participate fully in office if elected as an officer or to another
position;
2.4.11 Be a good steward in the use of any Society property;
2.4.12 Notify the Society within three months of any change in address
or personal information;
2.4.13 Upon resignation or otherwise departing from the Society, return
any property owned by the Society and pay any outstanding debts to the
Society.

2.5 A Supporting member may be either a natural person or an organization
who supports the goals, mission and work of the Society, but does not
participate in the activities of the Society. A Supporting member does not
have the right to vote at Society meetings or to vote to elect members of
the Executive Board, Audit Commission or other groups or committees
established by the Society. A Supporting member may speak, or authorize
in writing an Adult/Full member to speak on his or her behalf, at the Annual
Meeting.

2.6 An Honorary Member:
2.6.1 May be a natural person who has noteworthy achievements in
activities in support of the purposes of the Society;
2.6.2 Are elected into such membership by a vote of the Annual
Meeting upon recommendation of the Executive Board;
2.6.3 Are members with full rights, including voting rights;
2.6.4 Shall be exempt from paying dues.

2.7 College students and retirees (65 and older) may be eligible for a discount in
dues, said discounted dues to be established by the Executive Board and
approved by the membership at an Annual Meeting. In exceptional
circumstances, the Executive Board may excuse a member from the
obligation of paying dues.

2.8 The Executive Board shall have the power to remove a Society member from
membership for the following reasons:
2.8.1 Nonpayment of dues for two or more years;
2.8.2 The member has purposefully and maliciously violated the
Constitution and governing Bylaws of the Society and/or worked against
the purposes for which the Society has been established;
2.8.3 The member has harmed the reputation and good name of the
Society by his or her acts or omissions.

2.9 The Executive Board shall vote on the removal of a member at one of its
meetings. The member who is the subject of a vote to remove shall receive
written notice of the Executive Board meeting at least 14 days prior to said
meeting. The member subject to vote to remove shall have the right to
address the Executive Board at its meeting. A vote of two-thirds or greater
of the Executive Board shall effect the removal of a member.

2.10 A member removed by a vote of the Executive Board may request review of
his or her removal by the full Society at the next Annual Meeting following
the Executive Board decision.

2.11 Disputes between members of the Society shall be decided in accordance
with the Constitution and Bylaws of the Society and in accordance with
applicable federal, state and local laws.

2.12 The members of the Society shall be recorded in a Membership Register of
the Society. The Membership Register shall be maintained and kept
up-to-date by the Executive Board.

III. The Annual Meeting

3.1 The Annual Meeting shall be convened at least once per year.

3.2 The Executive Board shall provide written notice of the Annual Meeting and
its agenda at least thirty (30) days prior to the date of the meeting. In
exigent circumstances, the Executive Board may convene the Annual
Meeting with no less than fourteen (14) days written notice.

3.3 The written notice of the Annual Meeting shall include the location, date,
time and agenda of the meeting.
The agenda of the Annual Meeting shall include at least the following:
3.3.1 Approval of the minutes of the preceding Annual Meeting;
3.3.2 Report on the preceding year’s finances and budget of the Society;
3.3.3 Report of the Audit Commission;
3.3.4 Report on the preceding year’s activities;
3.3.5 Election of Executive Board members;
3.3.6 Election of Audit Commission members;
3.3.7 Establishment of membership dues for the upcoming year.

3.4 The Annual Meeting shall be convened and called to order by the President,
who shall, as a first order of business, call for: the election of a Moderator
to conduct the Annual Meeting, a Secretary to record in writing the
minutes of the Annual Meeting, and the election of two members for the
purposes of counting and recording votes taken at the Annual Meeting.

3.5 The minutes of the Annual Meeting shall be signed by the Secretary and the
Moderator. The minutes, written reports and other written materials,
including the name of those preparing and presenting the materials; the
date of the meeting; and a list of those attending the meeting, including
guests, shall be filed and preserved in the Archives of the Society.

3.6 The Annual Meeting shall elect six officers to serve as the Executive Board.
The term of an Executive Board member shall be three years. One third of
the members (2 members) shall be elected every two years.
3.6.1 The President and Vice-President shall be elected as a team by name. The remaining four members of the Executive Board shall be elected without specifying their positions on the Board;
3.6.2 A member nominated for election to the Board shall, verbally or in writing, notify the Annual Meeting of his or her willingness to be a candidate;
3.6.3 Officers of the Executive Board shall be elected by a simple majority of the Annual Meeting.

3.7 The Annual Meeting shall elect a three member Audit Commission.

3.8 The Annual Meeting shall review and approve the reports presented by the
Executive Board and Audit Commission. These reports shall, upon their approval, be maintained in the Society Archives.

3.9 The Annual Meeting shall review and approve the annual membership dues
established by the Executive Board.

3.10 The Annual Meeting shall consider and establish the guiding principles
governing the activities of the Society.

3.11 The Annual Meeting shall vote to confirm Honorary Members nominated by
the Executive Board.

3.12 Unless otherwise provided by the Constitution or these bylaws, those
present at the Annual Meeting shall constitute a quorum to conduct the
business of the Annual Meeting.

3.13 The Annual Meeting may amend the Constitution or bylaws. Amendments
shall be effective immediately upon an affirmative vote of the Annual Meeting.

3.14 The Executive Board or the Audit Commission may convene a Special
Meeting of the Society. A Special Meeting of the Society convened by the
Executive Board will be moderated by the President of the Society or his or her designee or, in exceptional purposes, a member of the Executive Board.
A Special Meeting convened by the Audit Commission shall be moderated by the Chair of the Audit Commission.

3.15 A Special Meeting of the Society may also be called by written petition of
one third of the members, said petition shall be presented to the Executive Board. The Executive Board shall convene the Special Meeting within two months (60 days) of receipt of the petition. The meeting shall be moderated by an individual member elected as the first order of business by the Special Meeting.

3.16 Voting at the Annual Meeting shall be in accordance with the following
provisions:
3.16.1 Motions shall be approved by a show of hands, unless a secret
ballot is requested and agreed upon by the members. For passage, a simple majority is required. In the event of a tie vote, the Moderator shall cast the deciding vote;
3.16.2 Each eligible member shall have one vote;
3.16.3 An absent member may authorize in writing a representative to
vote for him or her by proxy. The written proxy must be presented no
later than the opening of the Annual Meeting for which the proxy is
provided;
3.16.4 A secret ballot may be requested by any voting member of the
Annual Meeting;
3.16.5 Secret ballots shall be written. Two members of the Society shall
be elected as vote counters, who shall be responsible for the distribution
and collection of ballots, tallying the ballots and reporting to the
Moderator on the results of the vote;
3.16.6 Members may vote on issues specifically identified on the agenda
of the Annual Meeting by letter, including email, or electronically, if
provisions therefore have been made.

3.17 Consideration of Motions and Voting:
3.17.1 Written questions and motions which are submitted and which are recognized by the Moderator, shall be considered in the order in which they have been received;
3.17.2 Motions made during the Annual Meeting must first be recognized by the Moderator before consideration of the motion may begin;
3.17.3 Motions may be made only by members who may vote at the Annual Meeting. A motion must be seconded. Failure to secure a second shall end any further consideration of the motion;
3.17.4 A member putting forward a motion may withdraw it at any time prior to consideration of the motion;
3.17.5 Motions may be amended during consideration, passage of such amendments being subject to separate votes;
3.17.6 Each member shall have the right to briefly address the merits of the motion under consideration;
3.17.7 Unless otherwise required by the Constitution or these bylaws, a motion shall be approved by a simple majority of those voting;
3.17.8 A motion which receives less than a majority of votes, and is therefore not adopted, may not be raised for re-consideration for the remainder of the Annual Meeting;
3.17.9 Anonymous motions or anonymous written requests for consideration shall not be considered by the Annual Meeting.

3.18 Addressing the Annual Meeting:
3.18.1 Each voting member shall have the right to address the Annual Meeting, subject to the rules and upon being recognized by the Moderator;
3.18.2 At the end of the Annual Meeting, any member of the Society may address the Annual Meeting on any topic;
3.18.3 Those members raising issues at the end of the meeting shall limit their remarks to three minutes in length. Remarks raised at this portion of the meeting shall not be subject to a motion or to consideration or a vote;
3.18.4 A supporting member may address, or designate a representative on his or her behalf to address the Annual Meeting;
3.18.5 Nonmembers and guests may address the Annual Meeting only upon a vote of the Annual Meeting;
3.18.6 Each person addressing the Annual Meeting shall identify himself or herself, and his or her remarks shall be recorded in the minutes of the meeting.

IV. Boards, Commissions, Officers and Other Positions Established by the Annual Meeting

4.1 The Boards, Commissions, Officers and individuals filling other appointed
positions in the Society shall abide by the Constitution and these bylaws.

4.2 Executive Board:
4.2.1 The Executive Board shall consist of a President and a Vice-President, specifically elected to those positions, and four other officers elected by the Annual Meeting.

4.3 The Executive Board shall meet within thirty (30) days of the election of new
members to the Board. The Executive Board:
4.3.1 Shall , as a first order of business, elect a Secretary, Assistant
Secretary, Treasurer and Assistant Treasurer, and may appoint other
Society members to carry our certain responsibilities in accordance with the purposes of the Society;
4.3.2 May establish Ad Hoc Committees and other working groups as needed;
4.3.3 Shall coordinate and direct the work of those groups and committees;
4.3.4 Shall be responsible for managing the finances and financial undertakings of the Society;
4.3.5 Shall manage the property and holdings of the Society;
4.3.6 Shall operate in accordance with the purposes established in the Constitution and bylaws of the Society and shall carry out the policies and directives adopted by the Annual Meeting;
4.3.7 Shall record and finalize the minutes of Executive Board Meetings and maintain them in the Archives;
4.3.8 Shall propose amendments to the Constitution and bylaws;
4.3.9 Shall prepare and propose the annual budget for review and approval by the Annual Meeting, and shall implement the approved budget;
4.3.10 Shall be subject to review by the Annual Meeting for the finances of the Society;
4.3.11 Shall be subject to the review of the Audit Commission for all property and financial transactions;
4.3.12 May re-assign duties among its members at any time, except for the President and Vice-President, who were specifically elected to those positions by the Annual Meeting.

4.4 An Executive Board officer may resign before the end of his or her term by
submitting a letter of resignation to the Executive Board.

4.5 If an Executive Board member cannot complete his or her term, the Executive
Board may elect, from the full membership, a member to fill that position until a special election is held at the next Annual Meeting. The Executive Board shall also have the authority to call for a Special Meeting of the Members of the Society to hold an election to fill vacancies on the Board.

4.6 The term of an Executive Board officer elected in a special election to fill a
vacancy shall be for the balance of the unexpired term of the vacant position.

4.7 If the President is unable to complete his or her term, the Vice-President, or
another Board officer, shall act as President until the next Annual Meeting.

4.8 An officer of the Board, or an individual appointed by the Board to a specific
assignment, who resigns before the end of his or her term shall provide to the Executive Board all relevant documents and other materials relative to the duties he or she was charged with carrying out. The resigning officer or appointee shall provide a written report or, at a minimum, verbal report of the status of his or her activities as of the time of resignation in order to minimize the disruption to ongoing work of the Board and the Society.

4.9 A vote of no confidence in the President and/or the Executive Board may be
initiated by one third of the voting members of the Society by a written
petition. The petition shall state the reasons for the vote of no confidence and be signed by those supporting the vote.

4.9.1 Upon receipt of a petition for a vote of no confidence, the Board
shall convene within sixty (60) days a Special Meeting of the members of
the Society. The meeting will be moderated by an individual member
elected as a first order of business of the Special Meeting.

4.10 Meetings of the Executive Board shall be convened by the President or his
designee. Meetings shall be held on as frequently as needed to carry out the business of the Board, and at a minimum on a quarterly basis.

4.11 At meetings of the Board, the presence of more than half of the officers
shall constitute a quorum.

4.12 When a quorum is present, a vote of a simple majority of Executive Board
officers shall be sufficient to approve a motion and authorize an action of
the Board. In the event of a tie vote, the vote of the President shall be the
deciding vote.

4.13 Meetings of the Executive Board are open, unless a two-thirds vote to close
the meeting to non-officers is taken.

4.14 Minutes of the Executive Board meetings shall be recorded and confirmed in
writing and preserved in the Archives.

4.15 The President:
4.15.1 Is an officer of the Executive Board;
4.15.2 Is the highest ranking official of the Society and a representative of the Society at all levels and in the conduct of any Society business;
4.15.3 Convenes the meetings of the Executive Board and develops the agendas;
4.15.4 Confirms in writing and with his signature, all decisions made by the Society;
4.15.5 Has the authority to execute on behalf of the Society all contracts, deeds, conveyances and other instruments of writing that may be required or authorized by the Executive Board for the proper and necessary transaction of the business of the Society;
4.15.6 Together with the Treasurer, has the authority to open and close accounts at banks and financial institutions and to sign checks, drafts or orders of payment and other obligations and evidences of the payment of money to the Society;
4.15.7 Reports to the Executive Board and Annual Meeting;
4.15.8 Serves no more than two consecutive terms as President.

4.16 The Vice-President:
4.16.1 Is an officer of the Executive Board;
4.16.2 Fulfills the duties of the President when the President is unable to do so;
4.16.3 Has the authority to execute on behalf of the Society all contracts, deeds, conveyances and other instruments of writing that may be required or authorized by the Executive Board for the proper and necessary transaction of the business of the Society;
4.16.4 Coordinates the activities of the Board and other Ad Hoc Committees or working groups.

4.17 The Secretary:
4.17.1 Is an officer of the Executive Board;
4.17.2 Shall maintain and update the membership register;
4.17.3 Shall maintain a written record of incoming and outgoing official correspondence of the Society;
4.17.4 Shall record in writing the minutes of Executive Board Meetings and provide them to the Executive Board no later than fifteen (15) days from the date of the Executive Board Meeting;
4.17.5 Shall record in writing major events of significance to the Society;
4.17.6 Shall be the custodian of official documents of the Society;
4.17.7 Shall be custodian of the seal of the Society;
4.17.8 Shall draft reports on the Society’s activities;
4.17.9 Shall perform such additional duties as may be prescribed by the Executive Board.

4.18 The Assistant Secretary:
4.18.1 Is an officer of the Executive Board;
4.18.2 Shall fulfill the duties of the Secretary if the Secretary is unable to do so;
4.18.3 Shall assist the Secretary and other Executive Board officers in preparing documents and correspondence related to the work of the Society;
4.18.4 Shall be responsible for the exchange of information between the Society and its members;
4.18.5 Shall gather information for inclusion in the Society newsletter and on its webpage, in coordination with the Webpage Director.
4.19 The Treasurer:
4.19.1 Is an Officer of the Executive Board:
4.19.2 Shall be custodian and shall have general charge of the finances of
the Society;
4.19.3 Shall collect the dues and receipts and other monies received by the
Society and deposit said funds into established accounts at banks and
financial institutions;
4.19.4 Shall keep full and accurate accounts of all receipts and
disbursements of the Society in books belonging to the Society, and provide
regular reports to the Executive Board;
4.19.5 Shall be custodian of any accounts, stocks, bonds or other
commercial paper of value owned by the Society;
4.19.6 Shall, with the President, have the authority to open and close
accounts at banks and financial institutions and to sign checks, drafts or
orders of payment and other obligations and evidences of the payment of
money to the Society;
4.19.7 Shall prepare the annual accounting and related financial
documents for review and approval at the Annual Meeting;
4.19.8 Shall prepare, with the President, the budget for review and
approval at the Annual Meeting;
4.19.9 Shall prepare and file necessary tax documents and declarations in a
timely fashion;
4.19.10 Shall perform such additional duties as may be prescribed by the
Executive Board.

4.20 The Assistant Treasurer:
4.20.1 Is an officer of the Executive Board;
4.20.2 Shall fulfill the duties of the Treasurer if the Treasurer is unable to do so;
4.20.3 Shall help the Treasurer and other Board officers to prepare financial reports and other documents related to the finances of the Society;
4.20.4 Shall be responsible for maintaining the inventory of personal and moveable property owned by the Society and for ensuring the proper management of said property. Personal and moveable property of greater than ten dollars in value shall be recorded in the inventory. Property in the custody of the Archives shall not be included in the inventory maintained by the Assistant Treasurer.
4.21 Other Officers (not part of the Executive Board).
4.21.1 The Internet Webpage Director:
4.21.1.1 Shall be responsible for establishing and maintaining the
Society’s webpage and shall work with other organizations to establish appropriate links to their webpages;
4.21.1.2 Shall respond to correspondence directed to the webpage and shall manage and forward the exchange of correspondence;
4.21.1.3 Shall make recommendations for the improved use of the webpage and dissemination of information via the webpage;
4.21.1.4 Shall be responsible for the timeliness and accuracy of the information contained on the webpage;
4.21.1.5 Shall maintain and monitor links included on the webpage;
4.21.1.6 Shall be responsible for the smooth functioning and attractive appearance of the webpage;
4.21.1.7 Shall be responsible to the Executive Board;
4.21.1.8 Shall be elected by the Executive Board for an open-ended term.

4.21.2 The Archivist:
4.21.2.1 Shall be responsible for maintenance of the Archives;
4.21.2.2 Shall manage activities in accordance with the provisions of
these bylaws. The Archivist shall maintain all correspondence, reports,
agendas, minutes and other documents related to the business of the
Society in such order as to be made available upon request. Utilization of
Archive materials shall be carried out only with the express permission
and in accordance with conditions established by the Archivist;
4.21.2.3 Shall ensure proper entries into the records and journals of the
Archives;
4.21.2.4 Shall be responsible for maintaining archival materials in good
condition;
4.21.2.5 Shall establish, maintain and systematize the electronic/digital
maintenance of records, including the transfer of paper materials into a
digital format;
4.21.2.6 Shall be responsible to the Executive Board;
4.21.2.7 Shall be elected by the Executive Board for an open-ended term.

4.21.3 The School Director:
4.21.3.1 Shall direct the activities of the Society’s School;
4.21.3.2 Shall ensure that efforts are successfully carried out and in accordance with School bylaws;
4.21.3.3 Shall lead the educational and child development activities of the School based upon the direction and principles provided by the Parent’s Council;
4.21.3.4 Shall manage, with the Society’s Treasurer, the budget and finances of the School;
4.21.3.5 Shall oversee efforts to meet the goals of the curriculum and the objectives of the courses, shall lead and oversee the work of the teachers, and participate in the preparation of lesson plans;
4.21.3.6 Shall oversee the use of textbooks and ensure that the selected texts are appropriate to the needs of the students;
4.21.3.7 Shall make decisions governing the School in consultation with the teachers;
4.21.3.8 Shall be responsible to the Executive Board;
4.21.3.9 Shall be elected by the Executive Board for an open-ended term.

4.21.4 The Hostess:
4.21.4.1 Shall lead and direct the Society’s efforts to provide food services for Society events to ensure the orderly and successful conduct of Society events;
4.21.4.2 Shall be guided by safety rules and regulations;
4.21.4.3 Shall be responsible for ensuring the freshness of food and the cleanliness of dishes, glasses, utensils and other implements used to prepare and serve food;
4.21.4.4 Shall keep account of and ensure the sufficiency of kitchen and tableware supplies;
4.21.4.5 Shall prepare menus;
4.21.4.6 Shall be responsible to the Executive Board;
4.21.4.7 Shall be elected by the Executive Board for an open-ended term.

4.22 The financial affairs of the Society shall be overseen by an Audit
Commission:
4.22.1 The Audit Commission shall, at its first meeting, elect one of its
members to serve as its Chairman;
4.22.2 The Audit Commission shall have the power at any time to review
the books of the Society;
4.22.3 The Audit Commission shall review all accountings prepared by the
Executive Board prior to the Annual Meeting and shall certify in writing
the accuracy of the accounts;
4.22.4 The Audit Commission shall present the results of its review to the
Annual Meeting.

4.23 No member of the Executive Board may serve at the same time as a
member of the Audit Commission.

4.24 A member of the Audit Commission may resign his position in writing to the
Chairman of the Audit Commission.

4.25 A vacancy on the Audit Commission may be filled until the next Annual
Meeting by an Adult/Full member of the Society by a vote of the remaining members of the Audit Commission.

V. Property of the Society

5.1 The Property of the Society shall consist of:
5.1.1 Dues paid by the members;
5.1.2 Gifts, donations, bequests and grants from natural persons and
organizations in the United States and elsewhere;
5.1.3 Grants from governmental or other institutions;
5.1.4 Funds raised, interest earned from investments and rents from
property acquired to fulfill the purposes of the Society as established in its
Constitution;
5.1.5 Other monies and property lawfully earned or acquired by the
Society.

5.2 The Society shall maintain its accounts and shall make timely payments of
necessary taxes and otherwise file and maintain documents related to its legal status in satisfactory order.

5.3. Transactions involving the property of the Society shall be approved by the
Executive Board.

5.4 The books and accounts of the Society shall be maintained by the Executive
Board. The President, Vice-President, Treasurer and Assistant Treasurer shall have access to the books and accounts. Only the President and Treasurer shall have the authority to open and close accounts at banks and financial institutions.

5.5 Transactions involving the property of the Society shall be overseen by the
Audit Commission.

5.6 The Society shall be solely responsible for obligations incurred by the Society.

5.7 No member shall be personally liable for the debts, liabilities or obligations of
the Society.

5.8 The Society shall have the power to indemnify and hold harmless any
member or officer from any suit, damage, claim, judgment or liability
arising out of the conduct of member or officer, except in cases of willful
misconduct. The Society shall have the power to purchase or procure
insurance for such purposes.

VI. Termination

6.1 The Society may terminate its affairs:
6.1.1 Upon a vote at the Annual Meeting in accordance with the provisions
of the Constitution and Bylaws;
6.1.2 Upon commencement of judicial bankruptcy proceedings against the
Society;
6.1.3 When its membership falls below two members;
6.1.4 The Annual Meeting is unable to elect officers to serve on the
Executive Board;
6.1.5 For any other reason set out in law or in the Constitution.

6.2 To carry out the termination, the Society shall appoint a Liquidation
Committee to undertake necessary activities. The Liquidation Committee shall be overseen by the Audit Commission.

6.3 The Liquidation Committee shall:
6.3.1 Report on the conclusion of its activities to the Annual Meeting;
6.3.2 Publish notice of the termination of the Society in appropriate
publications of general distribution and on its webpage;
6.3.3 Settle all outstanding debts and obligations of the Society;
6.3.4 Dispose of remaining funds and property to organizations in the United States or Estonia whose purposes are similar to that of the Society.

6.4 The Liquidation Committee shall prepare a final liquidation report to conclude
the activities of the society. The costs of conducting termination activities shall be paid from the available funds of the Society.
6.5 The merger of the Society with another organization, or the division of the
Society into more than one legal entity, shall be governed by applicable federal, state and local law.