Constitution & Bylaws

CONSTITUTION AND BYLAWS

PACIFIC NORTHWEST LABOR HISTORY ASSOCIATION

ARTICLE I — Name

This organization shall be known as the Pacific Northwest Labor History Association.

ARTICLE II — Purposes

The Purposes of this Association are:

  1. To create an interest in the field of worker, labor, and trade union history and to promote and publish research in that area.
  2. To facilitate a closer dialogue between those actively involved in worker organizing and representation in the Pacific Northwest and the academic community.
  3. To encourage the systematic collection and preservation of historical documentation in the area of worker organizing and trade union history.
  4. To create a better understanding of the socio-economic and related political history of the Pacific Northwest.
  5. To promote labor history curriculum in secondary and post-secondary schools.

ARTICLE III — Membership

  1. Membership in this organization shall be open to academics, teachers, members and officers of trade unions and worker-based organizations, labor attorneys, and representatives, archivists, writers, and anyone having a general interest in the historical development of workers and trade unions in the Pacific Northwest.
  2. PNLHA Vice-Presidents will be sent an updated membership list for their region with contact information and affiliation every six months or upon request.

ARTICLE IV — Officers and Trustees

  1. The governing body of the PNLHA shall be the Annual General Meeting (AGM) of the Association membership at the annual conference. Between AGMs, the Executive Board of Directors will be the governing body.
  2. The elected officers of this Association’s Executive Board of Directors shall be as follows: President, Regional Vice Presidents, Secretary, and Treasurer, and such officers shall comprise the Executive Board for the duration of the term for which they were elected.
  3. Trustees will be elected at the Annual General Meeting (AGM) and be comprised of a minimum of three (3) Trustees from each region.

ARTICLE V — Duties of Officers and Trustees

  1. President
    1. Shall preside at all official meetings and shall perform other duties as may be designated by the Executive Board, including remaining in frequent conversation and consultation with the Vice Presidents.
    2. Shall call business meetings of the Executive Board three (3) times a year. If VP cannot attend, they can send a Trustee in their place or use Electronic communications. A majority of the members of the Executive Board may call business meetings or special meetings.
    3. May appoint standing and/or ad hoc committees for Association research projects and other activities.
    4. Will be alert to opportunities to promote the PNLHA mission in all regions.
    5. In the absence of the President, one of the Vice Presidents, selected by mutual agreement among the other Vice Presidents, shall perform all duties required for that office.
  2. The Vice Presidents
    1. Shall be available to help coordinate the activities of the Trustees of their region and create and carry out a comprehensive regional work plan aimed at membership recruitment and program development in consultation with the President of the Association.
    2. Shall organize a Planning Committee for the year of the AGM or any other large event scheduled in their region.
    3. During the years a Vice President is not involved in the planning of the annual conference, the VP shall call at least one meeting of the region’s Trustees to discuss conference promotion, memberships, calendar sales, etc. prior to the annual conference.
    4. Will lead in developing and organizing events and activities relating to the PNLHA mission in their region.
    5. Will remain in frequent conversation and consultation with the PNLHA President.
    6. Shall solicit from Trustees, members, and interested parties ideas and potential actions that further PNLHA’s purposes, and shall inform the President of these ideas and actions.
    7. Will work with the President to promote new memberships and membershiprenewal.
    8. Shall offer an annual printed report to be distributed to the AGM.
  3. The Secretary
    1. Shall keep an official record of Executive Board meetings and the annual business meetings and shall distribute minutes of the meetings to Executive Board members and Trustees no more than 30 days after the meeting.
    2. Shall be alert to opportunities to promote the PNLHA mission and inform the President of these opportunities.
    3. Shall ensure that a copy of the Duties of Officers and Trustees is sent to all members 30 days prior to the AGM as well as any notices or motions.
  4. The Treasurers
    1. Shall maintain accurate records of all income and expenses, supported by receipts, bank and credit union statements, and motions of expenditure authorization.
    2. Make deposits and write checks on a bank or credit union account to be designated by the Executive Board.
    3. Make the records available to internal audits conducted every three (3) years under the jurisdiction of a committee comprised of one trustee from each region.
    4. Prepare an annual financial report for presentation to the AGM, detailing income, expenses and balances in a style and with content acceptable to standard financial institutions.
    5. Prepare an annual budget in consultation with the President and the VP and Trustees from their region(s).
  1. The Trustees
    1. Will be alert to opportunities to promote the PNLHA mission and inform their regional VP and President of those opportunities.
    2. Shall serve on the committees deemed necessary in the pursuit of the Association goals.
    3. During the year when a Trustee’s region is responsible for an annual conference or other similar event, a Trustee should be available as much as possible for assisting the Planning Committee.
  2. All Officers and Trustees
    1. If an Officer or Trustee is a member of a local union, or other organization, they should endeavor to build support (i.e. attendance at conferences), and solicit those unions’ or organizations’ “Organizational” or “Sustaining” memberships to the PNLHA.
    2. If they are delegates from their local union to a Central Labor Council or similar body, they should endeavor to build support as described above.
    3. Are expected to pay their annual dues on the first notice fromPNLHA and shall actively promote prompt payment of dues by members.
    4. If vacancies occur in any of the positions of the Officers or Trustees, the President may appoint a replacement to fill that position until the election held at the next AGM.
    5. Upon leaving office, the Officer or Trustee will relinquish any PNLHA materials, minutes, financial records, etc. to their successor. If there is no successor, materials, etc. will be given to the chapter Vice President or PNLHA President.
    6. Each regional Vice President will review on a regular basis (not to exceed three years) all local PNLHA materials, minutes, financial records, etc. for historical importance for PNLHA and archive historical PNLHA materials in a proper archival depository (such as the Labor Archives of Washington at the University of Washington).
    7. A majority of the Executive Board shall constitute a quorum. The act of a majority of the members of the Board present at a meeting at which a quorum is present shall be the act of the Board.

ARTICLE VI — Conflict of Interest Policy

  1. Directors and officers are expected to use good judgment, to adhere to high ethical standards, and to conduct their affairs in such a manner as to avoid any actual or potential conflict between the personal interests of a director or officer and those of PNLHA. A conflict of interest exists when a director or officer’s loyalties or actions are divided between the interests of PNLHA and the director or officer’s interests both the fact and appearance of a conflict of interest should be avoided.
  2. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest or organizational affiliation and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

After disclosure of the financial interest or organizational affiliation and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists by a majority vote of the disinterested board or committee members.

ARTICLE VII — Nominations of Officers and Trustees

  1. Nominations of PNLHA Officers will open sixty (60) calendar days before the AGM each election year and close thirty (30) calendar days before the AGM the same year. The President will notify all members that nominations for Officers are open and outline the process for nominations and elections. The method for notifying members shall be as follows:
    1. Members with an email account on record will be notified by email.
    2. Members without an email account on record will be notified by mail.
  2. Members may self-nominate or be nominated by another member, via email or postal mail, for Officer or Trustee positions. Both the candidate and their nominator must be members in good standing with dues current. Candidates may be nominated for multiple positions.
  3. When nominations for Officer positions close, the President or an Elections Officer appointed by the President will contact all nominees within five (5) calendar days and confirm their intentions to accept or decline the nomination.
  4. All nominees who accept nomination for an Officer position shall be listed on the ballot for the position(s) for which they intend to stand as a candidate.
  5. Trustees – PNLHA Trustees are the positions set out in Article IV(C).
  6. Nominations for Trustee positions will be accepted in advance of the AGM and continue to be accepted until nominations are closed in preparation for a vote at the AGM.
  7. Candidates unable to attend the AGM in person my provide an acceptance in the form of a letter or email to the President.

ARTICLE VIII — Elections of Officers and Trustees

  1. Officers – Elections of PNLHA Officers shall be conducted as follows:
    1. Through electronic voting for those members with an email on record.
    2. Through a paper ballot using a confidential double envelope system; members who do not have an email address on record will be sent a mail-in ballot withinstructions.
  2. Voting is limited to individuals, not organizations.
  3. Voting by proxy is not permitted.
  4. Elections will be open for ten (10) calendar days; opening twenty (20) calendar days before the AGM and closing ten (10) calendar days later.
  5. The electronic and paper ballots described in Section A will be combined and counted in the sequence of Article IV (B).
  6. A candidate elected to a higher position in the voting sequence will be disregarded on the subsequent counts.
  7. All Officers will be elected to a two (2) year term.
  8. Officers will be limited to four (4) consecutive terms.
  9. Election results will be announced at the AGM beginning with the President and continuing in the order of Article IV (B). Newly elected Executive Board members will begin their term immediately following conclusion of the AGM.
  10. Trustees – Elections of PNLHA Trustees shall be held following the closing of nominations during the AGM. The method of election shall be a motion or if requested, a secret ballot cast during the AGM. The sequence and number of Trustees to be elected shall be as set out in Article IV(C)
  11. All Trustees will be elected to a two (2) year term.
  12. Trustees may serve unlimited terms.
  13. Election results will be announced and newly elected Trustees will begin their term immediately following the conclusion of the AGM.

ARTICLE IX — Removal of Officers and Trustees

  1. Any elected or appointed Officer or Trustee whose actions are deemed inappropriate for the organization, after being formally advised to correct such actions, may be removed according to the following process:
    1. A formal complaint is brought to the Executive Board by any member(s) in good standing;
    2. If a majority of the Executive Board is in agreement with the complaint and deemit sufficient grounds for removal, the removal of that elected or appointed Officer or Trustee is required.
    3. Appointment of a replacement shall occur according to Article V (F) (IV).

ARTICLE X — Director Liability Limitations

A director shall have no liability to PNLHA for monetary damages for conduct as a director, except for acts or omissions that involve intentional misconduct by the director, or a knowing violation of law by a director, where the director votes or assents to a distribution which is unlawful or violates the requirements of these articles of incorporation, or for any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled. If the Washington Nonprofit Corporation Act is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director shall be eliminated or limited to the full extent permitted by the Washington Nonprofit Corporation Act, as so amended. Any repeal or modification of this Article shall not adversely affect any right or protection of a director of PNLHA existing at the time of such repeal or modification for or with respect to an act or omission of such director occurring prior to such repeal or modification.

ARTICLE XI — Indemnification

Section 1. Right to Indemnification. Each person who was, is threatened to be made a party to, or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of PNLHA or, while a director or officer, he or she is or was serving at the request of PNLHA as a director, trustee, officer, 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, trustee, officer, employee or agent or in any other capacity while serving as a director, trustee, officer, employee or agent, shall be indemnified and held harmless by PNLHA, to the full extent permitted by applicable law as then in effect, against all expense, liability and loss (including attorney’s 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, trustee, officer, 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 2 of this Article with respect to proceedings seeking solely to enforce rights to indemnification, PNLHA shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of PNLHA. The right to indemnification conferred in this Section 1 shall be a contract right and shall include the right to be paid by PNLHA the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses in advance of the final disposition of a proceeding shall be made only upon delivery to

PNLHA of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 1 or otherwise.

Section 2. Right of Claimant to Bring Suit. If a claim for which indemnification is required under Section 1 of this Article is not paid in full by PNLHA within sixty (60) days after a written claim has been received by PNLHA, 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 (20) days, the claimant may at any time thereafter bring suit against PNLHA 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 has been tendered to PNLHA), and thereafter PNLHA shall have the burden of proof to overcome the presumption that the claimant is not so entitled. Neither the failure of PNLHA (including its board of directors, independent legal counsel or its members, if any) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses of the claimant is proper in the circumstances nor an actual determination by PNLHA (including its board of directors, independent legal counsel or its members, if any) that the claimant is not entitled to indemnification or 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.

Section 3. Nonexclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of 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, vote of members, if any, or disinterested directors or otherwise.

Section 4. Insurance, Contracts and Funding. PNLHA may maintain insurance at its expense to protect itself and any director, trustee, officer, employee or agent of PNLHA or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not PNLHA would have the power to indemnify such persons against such expense, liability or loss under the Washington Business Corporation Act, as applied to nonprofit corporations. PNLHA may, without further membership action, enter into contracts with any director or officer of PNLHA in furtherance of the provisions of this Article and may create a 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.

Section 5. Indemnification of Employees and Agents of PNLHA. PNLHA may from time to time, by action of its Board of Directors, provide indemnification and pay expenses in advance of the final disposition of a proceeding to employees and agents of PNLHA with the same scope and effect as the provisions of this Article with respect to the indemnification and advancement

of expenses of directors and officers of PNLHA or pursuant to rights granted pursuant to, or provided by, the Washington Business Corporation Act, as applied to nonprofit corporations, or otherwise.

ARTICLE XII — Revenue and Expenditures GENERAL:

  1. The revenue of this organization shall be derived from membership dues, donations andother legitimate sources including the sale of the PNLHA “Labor History” calendar.
  2. Dues shall be established by the Executive Board and approved by the membership at the AGM and shall be applied for the upcoming calendar year.
  3. As an all-volunteer organization, expenses, exclusive of time, incurred by Officers or Trustees in pursuit of the organization’s goals shall be reimbursed from the organization’s funds. Proof of said expenses must be submitted in writing to the Treasurer.
  4. No funds of this organization in excess of $500 shall be expended except upon the authorization of the Executive Board.

AUDITS AND FINANCIAL OVERSIGHT:

  1. Review and oversight of any financial matters of the Association may be done at any time by two or more Trustees in addition to the Treasurer.
  2. In addition, an internal financial audit will be undertaken every three (3) years under the jurisdiction of a committee comprised of at least one Trustee from each region.

NATIONAL ACCOUNTS:

  1. A national bank or credit union account will be maintained by the Treasurer. The PNLHA President or Treasurer may write checks on that account.
  2. The national account shall be designated as the primary PNLHA account.

REGIONAL ACCOUNTS:

  1. Washington and Oregon shall each be designated as a region within the PNLHA structure.
  2. Each region with a PNLHA Vice-President may maintain a bank or credit union account.
  3. If a national account already exists within the region, the Treasurer has the option of combining the regional and national account, and to track the income and expendituresfor regional activities using standard bookkeeping methods.
  4. Revenues from regional activities will be deposited into regional accounts and designated for the purpose of conducting business related to routine regional activities, conferences or special activities approved by the Executive Board. Additional funds received pursuant to Section F below shall also be deposited into the regional account.
  5. In November of each year the regional accounts will transfer all unallocated funds in excess of $5,000 to the American National account.
  6. Any region needing additional funding for any project or event shall present a proposal which includes local fundraising efforts and a detailed budget for approval of the Executive Board. The Executive Board will render a decision and inform the region in writing within one month of the date the proposal was received.

TEMPORARY ACCOUNTS:

  1. Temporary accounts may be established for specific activities of the Association such as a regional conference, where no existing account is logistically practical. Approval of the regional Vice-President and national Treasurer is required to establish temporary accounts and to designate signing authority.
  2. A temporary account may be created no more than twelve (12) calendar months in advance of the activity, and must be dissolved within six (6) calendar months after the activity. All remaining funds shall be transferred to the appropriate national account.

ARTICLE XIII — Regional Conferences

  1. The Executive Board will submit a report of its actions and activities and make recommendations to the membership at the AGM of the Association, which shall be held following the annual PNLHA conference. The location of the meeting will correspond with the location of the annual PNLHA conference.
  2. The Executive Board is authorized by this Constitution to designate the time and place of the annual conference in cooperation with the host representatives and to take the annual conference in cooperation with the host representatives and to take any legal action on behalf of the Association which, in their judgment as prudent individuals, will effectuate the purposes of this Association, and which are not inconsistent with the provisions of this Constitution and Bylaws.
  3. The Regional Conference will rotate through the involved regions.
  4. The region responsible for that year’s conference will organize a Planning Committee and appoint a chairperson who will work closely with the President and the VicePresident of that region.
  5. If there is a concern over the content of any aspect of the planned conference, the President will be notified and will consult with the Planning Committee. If no resolution is reached, the president and the Vice President(s) will confer and make a decision.
  6. Local planning committees charged with organizing regional conferences will submit a complete conference report to the Executive Board, including a financial statement, within three months of the conference’s conclusion.

ARTICLE XIV — Amendments

A. This Constitution may be amended at any regularly called business meeting of the Association by a two-thirds vote of those members present who are in good standing. Proposed amendments to this Constitution and Bylaws must be submitted to the Secretary in writing no less than thirty (30) days prior to the date of the start of the business meeting.

ARTICLE XV — Rules

  1. Business meetings of this Association shall be conducted in accordance with Robert’s Rules of Order, revised, unless specified in this Constitution and Bylaws.
  2. Notice of meetings will be provided to members via email. For members who do not provide an email address or elect not to receive notice electronically, notice will be provided by postal mail.

APPENDIX A – PNLHA Officer Elections

For clarity, the following chart shows how a vote for a PNLHA Officer would be presented and counted:

PositionEligible Candidates listed Alpha by last nameInstructions
PresidentA B CVote for one only
Vice President OregonD C EVote for one onlyIf C was elected president, they will be eliminated from this vote for VP-Oregon and only ballots for D & E will be counted
Vice President WashingtonF GVote for one only
SecretaryJ KVote for one only
Treasurer – USAL M CVote for one onlyIf C was elected president or VP-Oregon only ballots for L & M will be counted

Revised May 22, 2016

Revised April 8, 2018

Revised May 5, 2019

Revised June 30, 2020

Revised October 16, 2020