Bylaws

Preamble

The Esperanto League for North America, Inc. 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 is part of the worldwide movement to spread the use of the international auxiliary language Esperanto, thereby advancing friendly relations among all the peoples of the world.

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.

Section I – Terminology

§101. Throughout these By-Laws, the term “League” shall be taken to mean “Esperanto League for North America, Inc.”.

§102. Throughout these By-Laws, the term “Board” shall be taken to mean the Board of the League as defined in Article 301.

Section II – Membership

§201. Any person who accepts the objectives of this League as defined in the Preamble, and who pays the requisite dues, may become a member of the League.

§202. Membership in the League is open to any individual regardless of nationality.

§203. The Board shall regulate the amount of the dues, subject to approval of the Congress.

§204. Each member shall receive a copy of these By-Laws upon joining the League, and a copy of any amended By-Laws.

§205. Each member shall receive the League’s organ at no extra cost.

§206. Each members shall receive such other materials as the League’s Central Office may from time to time provide the membership, including information on the state and progress of the organization and its membership.

§207. Each member shall have the right to vote for all officers of the League and to vote in all referendums.

§208. No member shall cause harm to the work of the League or of the world Esperanto movement. A violation of this Article may result in suspension as set forth in Article 209.

§209. The Board may, by two-thirds vote of the entire Board, suspend a member for an act or acts directly harmful to the activity of the League and for no other cause. 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. The accused member shall be furnished with a copy of the charges and supporting evidence, and given an opportunity to reply. The Board shall report any suspension to the following Congress. An accused member shall have the right to appeal a Board decision to the following Congress, and to present a defense in the official organ of the League prior to such congress. The Congress shall have the power to change or nullify the Board decision by simple majority.

Section III – Officers of the League

§301. The officers of the League shall consist of: President, Vice President, Secretary, Treasurer, and six Directors. These ten officers shall constitute the Board and shall govern the affairs of the League between Congresses. Each officer shall have one vote.

§302. The President shall serve for three years, and shall preside at the annual Congress. The President shall be an ex-officio member of all League committees, standing or temporary, except the Nominating Committee. No President shall be elected for more than two consecutive terms.

§303. The Vice President shall serve for three years, and shall assist the President. In the absence or incapacity of the President, the Vice President shall assume all duties of the President.

§304. The Secretary shall serve for three years, and be responsible for corporate minutes, all requisite correspondence, and other matters delegated to the Secretary by the President.

§305. The Treasurer shall serve for three years, and receive all monies on behalf of the League, depositing same in an account or accounts in the name of the League. The Treasurer shall pay or cause to be paid all obligations when due, and shall prepare or cause to be prepared an annual Budget.

§306. The Treasurer may delegate, with the concurrence of the Board, any of the day-to-day duties of the Treasurer to the Director of the Central Office. In such event the Treasurer shall nevertheless retain the responsibility for assuring that such duties are promptly and accurately carried out.

§307. The Treasurer shall be bonded, the fee being paid by the League.

§308. The Directors of the League shall each serve for three years, with two directors being elected each year.

§309. The board shall supervise the functioning of the League subject to the By-Laws. The President shall be de facto and de jure Chairman of the Board. The Board may from time to time establish regulations and procedures for the conduct of its duties.

§310. All newly elected officers shall assume office immediately after the close of the Congress during which the election was held.

§311. No member may hold more than one office in the League, as defined in Article 301, at the same time.

§312. No individual who is not a member of the League (as defined in Article 201) as of April 1st shall be eligible to obtain or hold office in the League during that calendar year.

§313. Resignation from the Board may be made in writing to any other board member.

§314. 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.

§315. A board member may be removed from the Board for an act or acts directly harmful to the activity of the League by a two-thirds vote of the remaining board members.

§316. Any decision to remove a board member may be appealed to the following Congress which may reverse the decision by a majority vote.

Section IV

§401. Any member who will be at least 18 years of age as of the date of the beginning of the term of office may be nominated for Director or Secretary.

§402. Any member who will be at least 30 years of age as of the date of the beginning of the term of office may be nominated for President, Vice President or Treasurer.

§403. At each Congress the President shall appoint a Nominating Committee for the following year. The Nominating Committee shall consist of five members, none of whom is an officer of the League. The Nominating Committee shall, by correspondence or otherwise, nominate candidates for the offices, obtain acceptances of the nominations, and notify the President, Secretary, and the Director of the Central Office as to the candidates before March 1, also sending a list of the candidates to the Editor of the League’s organ.

Any five or more members of the League may make a written nomination of any candidate, sending such request to the Chairman of the Nominating Committee before February 15. The Nominating Committee shall include such candidate in the list, provided the candidate has accepted the nomination.

§404. The list of candidates shall be published as an addendum to the League’s organ at least 60 days before the opening of the Congress, together with an appropriate ballot.

§405. Each candidate for office in the League shall be listed on the ballot as officially nominated. No change in candidacy shall be made without written authorization from both the candidate and the nominating entity: the Chairman of the Nominating Committee or all supporters of the nominating petition as specified in Article 403. Any change in candidacy made in the absence of such written authorization shall be deemed an error, and a corrected ballot shall be prepared and sent to the members.

§406. The Board shall establish 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 Annual Congress. The established procedure will be clearly explained on the Election ballot.

§407. The Director of the Central Office shall not be held accountable for the opening and consequent invalidation of any ballot not clearly marked as such on the outer envelope, but shall be required to retain such ballots and envelopes for inspection of the President and/or the Board.

§408. To be valid, a ballot must be in the hands of the Director of the Central Office or duly appointed deputy by the close of the first day of the Congress, or such other day of the Congress as directed by the President.

§409. The unopened ballot envelopes shall be taken in charge by the Tallying Committee named by the President at the Congress, said committee to consist of the Director of the Central Office or duly appointed deputy and two officers of the League. The Tallying Committee shall tally the outer envelopes against the official membership list.

§410. Votes shall be tallied by the Tallying Committee and the detailed results announced on the floor of the Congress before its close. Ballots shall be retained by the Director of the Central Office for a period of one year, and shall be made available for inspection by any member of the League at the Central Office.

Section V – Filling of Vacated Offices

§501. If the President vacates office for any reason, the Vice President shall automatically become the President and complete the unexpired term.

§502. If the Vice President vacates office, or becomes President as provided in Article 501, a new Vice President shall be appointed by the Board from among its members to complete the unexpired term of the vacated office.

§503. If the Secretary or Treasurer vacates office, the President shall, with the consent of the Board, appoint a member of the League to complete the unexpired term of the vacated office.

§504. If a Director vacates office, a new Director shall be elected at the subsequent Congress to complete the unexpired term, if any.

§505. Any officer of the League who is not a member of the League (as defined in Article 201) as of April 1st shall be presumed to have vacated office, and shall not be eligible to participate in any further deliberations of the Board, either personally or by proxy, nor be eligible for election to any office during that calendar year. The vacated office shall be filled at the immediately following Congress as specified in Articles 501, 502, 503, and 504.

Section VI – The Annual Congress

§601. A Congress of the League shall be held once each calendar year. The location and date of the Congress shall be fixed by the Board not later than four months after the current Congress.

§602. Not later than three months before the opening date of the Congress, the Central Office shall send to each member registration blanks, information as to the times, places, locations and fees, and the mailing address of the host group. The President, Central Office and/or the Board shall work in concert with the Local Congress Committee of the host group to facilitate all matters.

§603. At the discretion of the Board, special invitations to participate in the Congress may be issued to individuals or representatives of other national or international organizations within the Esperanto movement.

§604. The Congress shall have full authority over all affairs of the League except in matters mandated to the officers, the Board, or the membership at large by these By-Laws.

§605. The Congress shall have the right to initiate the removal of any officer of the League. In such case, the Director of the Central Office shall, not later than one month after the end of the Congress, send to each member a referendum ballot on the recall of the officer and shall announce the result not later than three months after the Congress.

The referendum ballot shall include a brief statement of the cause for removal and, at the discretion of the officer charged with cause for removal, a statement to the membership in defense, not exceed 250 words. Voting shall be performed in accordance with procedures described in Article 405. The counting of ballots in connection with the removal of an officer shall be performed by a Tallying Committee constituted as described in Article 408. The officer concerned may be present during the checking of names against the membership list, and may challenge the validity of any ballot; the final decision as to validity shall be made by the Director of the Central Office.

The officer concerned may not be present during the actual tallying.

§606. The Congress 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 members of the League.

Section VII – Ratification of Actions of the President and Board

§701. Except for purely procedural decisions affecting only the functioning of the Board, Central Office, or the Congress, all rulings by the President and decisions of the Board or the Congress shall be published to the membership within a reasonable time. If 25 or more members protest any such decision in writing within 60 days after its publication, the decision shall be referred to a referendum of the members within 60 days after such protest is received by the Central Office. If the referendum sustains the protest, the decision shall be withdrawn to the degree possible. If the vote sustains the decision, or if the decision has not been protested, it shall stand as the section of the League.

All referendum ballots under this procedure shall be sent to the membership by the Central Office and shall be opened and counted by the Director of the Central Office in the presence of at least one officer of the League. All referendum ballots and envelopes shall be retained by the Central Office and rechecked at the subsequent Congress by the Tallying Committee, whose findings shall be announced to the Congress.

§702. Board meetings may be conducted in a manner including, but not limited to, electronically and in person at such times as the board deems appropriate.

Section VIII – The Central Office

§801. The day-to-day operations of the League shall be administered, so far as possible, from a Central Office of the League.

§802. The staff of the Central Office shall consist of a Director and subordinate staff as approved by the Board.

§803. The salary and conditions of employment of the Director of the Central Office shall be fixed by the Board.

§804. The Director of the Central Office may not simultaneously serve as an officer of the League.

§805. The Director of the Central Office shall be bonded, the fee be paid by the League.

§806. The hiring of additional staff for the Central Office shall be at the discretion of the Director of the Central Office, subject to the advice and consent of the President, and only within budgetary limits fixed by the Board.

§807. The Board may assign an officer or commission a member to supervise the operation of the Central Office and the functions of its Director.

§808. The duties of the Director of the Central Office, in addition to those defined in these By-Laws, shall include but not necessarily be limited to the following:

Administer the membership of the League, keeping the official membership records.
Supervise the operation of the League’s Book Service.
Endeavor to provide all requested information about Esperanto and/or the activities of the League to inquiring members, except for privileged information.
Respond promptly and accurately to all members of the public requesting information about Esperanto.
Serve the Board as advisor, participating in all meetings of the Board when so requested.
Make available to the Treasurer and other officers as required such information and records as needed for them to properly perform their duties.
Carry out such other duties as may from time to time be assigned to him by the President and/or a designated Supervisor.

Section IX – Standing Committees

§901. The Standing Committees of the League shall include, but not necessarily be limited to, the following:

Financial Committee, consisting of the President, Treasurer, and Director of the Central Office. The President shall be chairman.
Nominating Committee, consisting of five members of the League who are not officers thereof, to be appointed by the President at each Congress. The President shall name the chairman.

Section X – Representation in the International Movement

§1001. The League is represented on the Committee of the Universala Esperanto-Asocio by one or more Committee Members of type “A”, appointed under the rules of the Universala Esperanto-Asocio. The Committee Members shall be named by the President of the League from the following categories, in descending order of preference:

The President of the League
The Board members
The Director of the Central Office
The Membership at Large.

§1002. Any person appointed to represent the League as Committeeman “A” shall meet the following three criteria to the extent possible:

Be an individual member of the Universala Esperanto-Asocio in good standing;
Be a participating member of the World Esperanto Congress for the year appointed;
Be a participating member of the Annual Congress of the League for the year appointed.

§1003. If the League is represented by more than one Committeeman “A”, one shall be named Chief of the Delegation for that year. Within 60 days after the close of the World Congress, a full report to the President shall be made. The President shall thereafter communicate such report to the Board.

Section XI – The Official Organ

§1101. The official organ of the League shall be issued at least quarterly.

§1102. The name and format of the League’s organ shall be determined by the Board or by action of the Congress.

§1103. Material to appear in the official organ shall be chosen by the Editor with the advice of the President and/or Board as required.

§1104. No material of political, religious, ideological, or tendentious nature shall appear in the organ unless the subject clearly pertains to the language problem.

§1105. The editor serves at the pleasure of the Board after being appointed by the President and confirmed by the Board.

Section XII – Amendments

§1201. Amendments to these By-Laws may be proposed by:

The Congress, or
The Board, or
A petition signed by at least 25 members.

§1202. For amendments proposed according to Article 1201, the Director of the Central Office shall send a copy of the proposed amendment and referendum ballot to each member of the League not less than 60 days prior to the subsequent Congress. The ballot may be combined with other referenda and election materials and may be distributed together with the official organ or other ELNA mailings.

§1203. Voting on proposed amendments shall be carried out as provided in Section IV for the election of officers.

§1204. Approval of proposed amendments shall require a two-thirds vote of the valid ballots cast.

Section XIII – Funds

§1301. The League shall manage its funds according to relevant IRS guidelines and requirements and generally accepted accounting principles (GAAP) for non-profit organizations, with the help of independent, accredited accountants. The Board may establish a fund management policy, which shall not contradict those guidelines and requirements.

As amended by vote of the membership on July 15, 2024.