ARTICLE I — NAME AND PURPOSE

Section 1 - Name: The name of the organization shall be the Esperanto League of North America. It shall do business as Esperanto-USA. It shall be referred to in this document as “the League.” It shall be a 501(c)(3) nonprofit organization registered with the Internal Revenue Service and incorporated under the laws of the State of Delaware.

Section 2 - Purpose: The Esperanto League for North America is constituted as a not-for-profit educational organization, whose primary purpose is to further education in, and dissemination of information about, the international auxiliary language Esperanto within the United States of America. The League shall work freely with all persons, groups, and organizations having the same objectives, and may officially ally itself with other neutral organizations having the same objectives. The League is and shall forever remain neutral concerning questions of religion, politics, and socio-economic theory.

ARTICLE II — MEMBERSHIP

Section 1 - Eligibility for membership: Membership in the League shall be open to any individual aged fourteen (14) or above who supports the purpose statement in Article I, Section 2. Membership is granted after completion and receipt of a membership application and annual dues. Continued membership is contingent upon being up-to-date on membership dues.

Section 2 - Annual dues: The amount required for annual dues shall be determined by the board of directors in consultation with the Finance Committee and subject to the approval of the membership through the Congress, as specified in Article III.

Section 3 - Rights of members: Each member of the League shall have the right to vote for all members of the board of directors and to vote in all referendums. Each member shall receive the League’s official publication at no additional cost. Members may be nominated to serve as chairs or committee members for committees (see Article IV Section 2). Each member shall receive a copy of the bylaws upon joining and any amended bylaws at the time of amendment.

Section 4 - Resignation and termination: Any member may resign by filing a written resignation with the Secretary. Resignation shall not relieve a member of unpaid dues or other charges previously accrued. A member may have their membership suspended by a vote of the board following a disciplinary procedure and may appeal this decision through the mechanisms outlined in Article XII.

Section 5 - Honorary and Non-Voting Membership: The membership shall have the power to confer the distinctions of Honorary Member upon any individual who has rendered distinguished service to Esperanto. Honorary Members need not be past or present League members. The board of directors may establish categories of non-voting membership.

ARTICLE III — ANNUAL CONGRESS

Section 1 - Congress meetings: An annual membership meeting, hereafter referred to as the Congress, shall occur once per year, between May 1 and September 30. The board of directors shall specify the date and location of the Congress for each year prior to the end of the preceding year. At the Congress, the members shall confirm nominations of board directors and officers, confirm the budget, receive reports on the activities of the League, review any proposed bylaws changes, and determine the direction of the League for the coming year.

Section 2 - Notice of meetings: Notice of the Congress shall be given in the official publication at least three months prior to the Congress. A list of proposed nominees, committees, and other proposals shall be distributed at least one month prior to the Congress.

Section 3 - Quorum: At least twenty-five (25) or one quarter of voting members of the League in attendance at the Congress (whichever is less) must be present at any session of the Congress in order to constitute a quorum.

Section 4 - Voting: All issues to be voted on shall be decided by a simple majority of League members present at the meeting in which the vote takes place. Each member shall have one vote.

Section 5 - Nominations of Board Members and Officers: The members present at the Congress shall review and confirm the list of nominees for board members and officers that has been prepared by the Nominations Committee. There shall be an opportunity for nominations from the floor, during which any member may be nominated with the support of five or more members. This support, and acceptance of such a nomination, shall be expressed at the Congress or by written confirmation sent to the Secretary or Executive Director prior to the final business session of the Congress.

Section 6 - Budget: The members at the Congress shall review and confirm the budget proposed by the Board and Finance Committee for the coming year, and may change this budget by a majority vote.

Section 7 - Bylaws Changes: Any duly received proposals to change the bylaws shall be reviewed during the Congress. The Congress may establish one or more special committees to review proposals as needed. The Congress may amend any proposals by majority vote. The Congress shall decide by majority vote whether or not to include any proposed change to the bylaws on the annual ballot.

Section 8 - Recall: The Congress may initiate a recall of any Board member, of the Executive Director, or of any member of staff, including the editor(s) of the publication. Such a decision shall require a two-thirds vote of those present, and shall then be put to the annual ballot, in which a majority vote shall sustain the recall. In the event that this creates a vacancy on the Board, after following the procedure to replace Board officers, the first runner up among the candidates for Director on the ballot, if any, shall take the seat for the remainder of the term.

ARTICLE IV - ANNUAL BALLOT, ELECTIONS

Section 1 - Annual Ballot: Within a reasonable amount of time as specified by the elections and procedures document after the close of the Congress, an annual ballot shall be prepared and sent to the entire voting membership, with all items to be voted on, including nominations for officers, proposed changes to the bylaws, and any other items which the Congress has approved to add to the ballot.

Section 2 - Voting Procedure: The League shall maintain a ballot/vote handling procedure designed to encourage voter participation and limit the risk of fraud and vote tampering. This procedure, and any substantive change to it, must be approved by a majority vote at the Congress. The established procedure will be clearly explained on the election ballot. This procedure may include provisions for electronic voting as well as alternatives for those who are not able to access an electronic ballot.

Section 3 - Effective Date: All officers elected by the annual ballot shall take office on January 1 of the following year. All amendments to the bylaws approved by the annual ballot shall be effective as of January 1 of the following year.

ARTICLE V — BOARD OF DIRECTORS

Section 1 - Board role: The board of directors, henceforth referred to as “the Board” in this document, is responsible for implementing the overall policy and direction of the League in between Congresses, and delegates responsibility of day-to-day operations to the staff and committees. Members of the Board shall receive no compensation other than reimbursement for reasonable and documented expenses in support of the League.

Section 2 - Officers and Duties: There shall be four officers of the Board, consisting of a President, Vice President, Secretary and Treasurer. The duties of the officers are as follows:

1. The President shall serve as chair of the Board and convene regularly scheduled board meetings, and shall preside or arrange for other Board officers to preside at each Board meeting as well as the Congress in the following order: Vice President, Secretary, Treasurer.
2. The Vice President shall assume all duties of the President should the President be unavailable or unable to carry out their function. They may also chair committees on special subjects as designated by the Board and carry out other matters as delegated by the President.
3. The Secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that records are maintained.
4. The Treasurer shall chair the Finance Committee, assist in the preparation of the annual budget, make financial information available to board members and the public and ensure that appropriate financial records are maintained. The Treasurer shall make a financial report at each board meeting. The Treasurer shall be bonded through the League.

Section 3 - Directors: There shall be between three and nine additional members of the Board, hereafter referred to as directors. The precise number of directors may be adjusted by the Congress, but shall not be increased or decreased by more than two in any year.

Section 4 - Board eligibility: Any member who will be at least 18 years of age at the start of the term of office may be nominated for director. Any member who will be at least 25 years of age as of the date of the beginning of the term of office may be nominated for President, Vice President, Secretary, or Treasurer. No member may simultaneously hold more than one office in the League.

Section 5 - Terms: All board members shall serve three-year terms. Their terms shall be staggered so that each year approximately one-third of the directors and one-third of the board officers shall be elected or re-elected.

Section 6 - Board elections and procedures: New and current directors and officers shall be elected or re-elected by members of the League annually. The candidates receiving the highest number of votes for each position shall be elected. The Board shall establish a ballot/vote handling procedure designed to encourage voter participation and limit the risk of fraud and vote tampering. Any substantive changes to this process must be approved by a majority vote at the Congress. The established procedure will be clearly explained on the election ballot.

Section 7 - Meetings and notice: The Board shall meet at least monthly, at an agreed upon time and place. At the discretion of the Board, such meetings may be conducted virtually. Under exceptional circumstances, the president (or vice-president if the president is unavailable) may cancel a regularly scheduled meeting and adjourn business to the next meeting.

Section 8 - Special meetings: Special meetings of the board may be called by the President or by request of one-third of the Board. Notices of special meetings shall be sent out by the Secretary, the President, or the Executive Director to each board member at least five (5) days in advance. A special meeting may be held with shorter notice, if all board members agree to this.

Section 9 - Quorum: A meeting must be attended by more than fifty percent (50%) of board members for business to be transacted. A meeting which does not meet this threshold may not make any decision except to adjourn business to the next meeting.

Section 10 - Parliamentary Procedure: Any question concerning parliamentary procedure shall be determined by the President but may be overridden by a majority vote of the Board. The current edition of Robert’s Rules of Order may be used for consultation.

Section 11 - Conflict of Interest: The Board may establish a policy on conflict of interest. Any substantive change to this policy must be approved by a majority vote at the Congress. In the event of an alleged violation of these policies, a special committee may be assembled to review possible misconduct and provide recommendations for resolving the matter to the Board.

Section 12 - Resignation, termination, and absences: Resignation from the Board may be made in writing to any other board member. A board member who is absent from three consecutive regularly scheduled board meetings shall have their position as a board member reviewed at the next regularly scheduled board meeting and may be removed from the Board by majority vote. A board member may be removed from office after a disciplinary procedure by a two-thirds vote of the remaining board members. Any decision to remove an officer may be appealed to the following Congress per Article XI, Discipline.

Section 13 - Vacancies: If the President vacates office for any reason, the Vice President shall automatically become the President. If the Vice-President, Secretary, or Treasurer vacates office, the Board shall first attempt to find a replacement from among its members to complete the unexpired portion of the term, and may appoint a member of the League to the office in the event that no suitable replacement can be found from among the board members. If a director position becomes vacant, it shall remain vacant until the next annual ballot, at which point it shall be filled for the remainder of the original term. In the event that a director position becomes vacant in between the Congress and the results of the annual ballot, or as a result of a recall on the annual ballot, the position shall be filled by the candidate for director who received the next highest number of votes after all other positions have been filled.

ARTICLE VI — COMMITTEES

Section 1 - Formation: The Board may create and charge standing or special committees as needed to fulfill the League’s mission. These committees serve at-will and are subject to regular review and renewal. The President shall nominate committee chairs, subject to consent of the Board. Committee chairs shall be reviewed annually by the Board.

Section 2 - Membership: The chair of the committee may nominate members of the League to serve on their committee, subject to consent of the Board. Committee membership shall be reviewed at least annually by the chairs and the Board.

Section 3 - Chair Responsibilities: The chair of each committee is responsible for guiding the committee in its tasks and for regularly reporting the committee’s progress to the Board. The chair may petition for a yearly budget to the Board. The chair may request assistance from the Executive Director or other staff members.

Section 4 - Standing Committees: Standing committees shall include, but are not limited to:

1. Executive Committee: The Executive Committee shall be composed of the President, Vice President, Secretary, and Treasurer. The purpose of the Executive Committee is to coordinate League operations between meetings of the Board. The Executive Committee must report on its activities to each Board meeting and is subject to the direction and control of the full Board.
2. Finance Committee: The Treasurer shall be chair of the Finance Committee, which shall include the Executive Director and President, and may include up to two additional members of the League. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff, board members, and other committee chairs. The Congress shall approve the budget. Any change in the budget must be approved by the Board. The fiscal year shall be the calendar year. Reports shall be submitted to the Board at least quarterly showing income, expenditures, and pending income.
3. Nominating Committee: Each year during the Congress, the President shall propose a chair for the Nominating Committee, subject to the approval of the Congress. The Congress may select an alternative chair. The President and chair of the Nominating Committee shall work together to appoint between two and four additional members for the committee. The Nominating Committee shall be responsible for nominating prospective board members who, to the degree feasible, represent the association’s diverse constituency, have a working fluency in Esperanto, have relevant experience, and are capable of working well with others. This committee will propose candidates for various positions, make sure those candidates accept their nominations, and inform the Board of their choices by March 1st. They will also share the official list of candidates with the League’s publication.

ARTICLE VII — EXECUTIVE DIRECTOR AND STAFF

Section 1 - Approval: The Board may hire an Executive Director, who shall not simultaneously serve as a member of the Board.

Section 2 - Job description, responsibilities and compensation: The Executive Director handles day-to-day responsibilities for the League. The Board shall establish and review the job description and the performance of the Executive Director at least annually. The salary and conditions of employment of the Executive Director shall be fixed by the Board.

Section 3 - Hiring of additional staff: The hiring of additional staff shall be at the discretion of the Executive Director, subject to the approval of the Board, and only within budgetary limits fixed by the Board. The Executive Director is responsible for supervising any staff of Esperanto-USA.

Section 4 - Termination: The Board may remove the Executive Director or any other staff member with or without cause.

ARTICLE VIII – OFFICIAL PUBLICATION

Section 1 - Publication Schedule Content: The official publication of Esperanto-USA shall be issued at least quarterly. Material appearing in the official publication shall be chosen by the editor(s) and reviewed by the Executive Director and/or President. No material of political, religious, ideological, or tendentious nature shall appear in the publication unless the subject clearly pertains to the language problem. The name and format of the League’s publication shall be determined by the Board, or by membership during the Congress.

Section 2 - The Editor(s): The editor(s) shall be nominated by the President and approved by the Board. The editor(s) shall receive compensation and work in coordination with the Executive Director and President.

ARTICLE IX – AMENDMENTS

Section 1 - Proposals: Amendments to these bylaws may be submitted in writing by the board of directors or by a petition signed by at least twenty-five (25) members. Any such amendment, along with a brief explanation, shall be sent to the Secretary and Executive Director prior to March 15 in order to be considered by that year’s Congress. Any duly received proposals shall be included in information sent to members about the Congress. The editor(s) of the official publication shall publish proposed amendments in the publication. The Board shall solicit and enable membership discussion on proposed amendments as feasible.

Section 2 - Process: The Congress shall provide initial review of any duly proposed amendments. It may establish one or more temporary committees to review proposed amendments and suggest possible changes prior to consideration by the full Congress. The Congress may alter any amendments. The Congress shall decide by majority vote whether or not to recommend an amendment for inclusion on the annual ballot.

Section 3 - Ratification: Any amendment which has been recommended by the Congress shall be placed on the annual ballot. Any amendment to the bylaws shall require a vote of two-thirds in favor on the annual ballot in order to be ratified.

ARTICLE X – APPEALS

Section 1 - Procedure for Appeals: If twenty-five (25) or more members protest any decision of the Board or Congress in writing within ninety (90) days after its publication, the decision shall be referred to a referendum of the members within thirty (30) days after such protest is received by the Executive Director or Secretary. If the referendum sustains the protest, the decision shall be withdrawn to the degree possible. If the vote sustains the decision, it shall stand as the action of the League.

Section 2 - Review by Congress: The Congress may register disapproval with specific decisions of the Board and provide guidance for the future.

ARTICLE XI - DISCIPLINE

Section 1 - Discipline: The Board may suspend a member of the League, or take a lesser disciplinary action, for an act or acts directly harmful to the activity of the League or the international Esperanto movement, or which would tend to cause serious harm to the good name of the League or of Esperanto. Definite charges as to such acts, with supporting evidence, must be made in writing and signed by no fewer than five members of the League.

Section 2 - Fair Procedure: The Board may seek recommendations for a fair disciplinary process contained in the current edition of Robert’s Rules of Order, including providing the accused with a clear specification of the charges and a chance to respond.

Section 3 - Appeals: A disciplined member shall have the right to appeal a Board decision to the following Congress, which may appoint an appeal committee to hear the case and make a recommendation. The Congress shall have the power to change or nullify the Board decision by simple majority.

Section 4 - Expulsion: In the case of a suspension, if the suspended member does not appeal, or their appeal is not upheld, they shall be considered to be expelled, and will only be eligible to rejoin by decision of a future Congress.

ARTICLE – XII REFERENCES TO ADDITIONAL DOCUMENTS

Section 1 - Official Policies: The Board may establish policies on the following areas. Once established, any substantial changes must be approved by the Congress to take effect.

1. Elections and Referendum Procedure
2. Conflict of Interest, Reimbursement, and Compensation
3. Membership Dues

Section 2 - Other Official Policies: The Board may establish other policies as needed, which may be amended by the Board.