1.01 Registered Office and Registered Agent.
The registered office of the Corporation shall be located in the state of Washington at such place as may be fixed from time to time by the Board of Directors upon filing of such notices as may be required by law. The registered agent shall have a business office identical with such registered office.
CHARITABLE PURPOSES/NEGATION OF PECUNIARY GAIN
2.01 Charitable purposes.
The Corporation is organized exclusively for charitable, scientific, literary, or educational purposes within the meaning of 501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws, as designated in the Restated Articles of Incorporation, filed with the Secretary of State on October , 2013, and as amended thereafter.
Notwithstanding any provisions of these Bylaws to the contrary, this Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization qualified for tax-exempt status under 501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws. Furthermore, this Corporation shall neither conduct nor carry on any activities which subject the Corporation to liability for excise taxes imposed pursuant to 4941, 4942, 4943, 4944, or 4945 of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws.
The Corporation shall not devote any part of its activities to carrying on propaganda, or otherwise attempting to influence legislation; nor shall the Corporation participate or intervene in any political campaign (including the publishing or distributing of statements) on behalf of any candidate for public office.
2.02 Negation of pecuniary gain.
No part of the net earnings of this Corporation shall ever inure to or for the benefit of or be distributable to its directors, officers, or other private persons, except that the Corporation shall be empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes for which it was formed.
ARTICLE III MEMBERS
The Corporation shall have no members.
BOARD OF DIRECTORS
4.01 Number and Powers.
The management of all the affairs, property, and interests of the Corporation shall be vested in a Board of Directors. The Board of Directors shall consist of no fewer than five (5) and no more than nine (9) Members. The terms of the directors shall be two (2) year, expiring at the annual meeting following their election. At each annual meeting, directors shall be elected to succeed the directors whose terms expire at such meeting. In addition to the powers and authorities expressly conferred upon it by these Bylaws and Articles of Incorporation, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are necessary to carry out the business of the Corporation.
4.02 Term Limits.
Directors may serve up to a maximum of five (5) terms or a total of ten (10) years, after which he or she may not be re-elected for one (1) year. Such term limits shall be calculated from the adoption date of these Bylaws forward (i.e., past terms will not be counted in the term limits, whereas any term currently being served as of the adoption date will be counted in the term limits) regardless of how many terms a Director may have served in the past. Notwithstanding the foregoing, in the event the Corporation cannot find a new member to fill the vacant position on the Board of Directors, the remaining members of the Board of Directors may, by unanimous vote, elect to waive the term limits provision for such period.
4.03 Change of Number.
A. The current number of directors serving may at any time be increased or decreased, between five (5) and nine (9) Members, by a majority of the entire Board of Directors, but no decrease shall have the effect of shortening the term of any incumbent director.
B. The number of directors authorized to serve on the Board of Directors under these Bylaws may at any time be increased or decreased by an amendment of these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent director.
All vacancies in the Board of Directors, whether caused by resignation, death or otherwise, may be filled by the affirmative vote of a majority of the remaining directors. At such time as the Board of Directors may drop below the minimum number of five (5), whether by resignation, death or otherwise, the Board of Directors shall be authorized to carry out business with that reduced number for the maximum period required to fill the vacant position(s). A director elected to fill any vacancy shall hold office for the unexpired term of the predecessor director and until a successor is elected and qualified.
4.05 Regular Meetings.
Regular meetings of the Board of Directors may be held at the Corporation's business office or at such other place or places, either within or without the state of Washington, as the Board of Directors may from time to time designate. The annual meeting shall be held each year during the month of August at a date, time and place as the Board of Directors shall designate by written notice. In addition to the annual meeting, there shall be regular meetings of the Board of Directors held, with proper notice, not less frequently than once each calendar quarter. Minutes shall be kept at all meetings of the Board of Directors.
4.06 Special Meetings.
Special meetings of the Board of Directors may be called at any time by the President or upon written request by any two directors. Such meetings shall be held at the registered office of the Corporation or at such other place or places as the directors may from time to time designate. When called by written request of any two directors, such directors shall be charged with providing proper notice of the special meeting in accordance with §4.07. Minutes shall be kept of all Special Meetings.
Notice of all meetings of the Board of Directors (regular, annual and special) shall be given to each director by three (3) days prior service of the same by email, letter, or personal delivery. Such notice shall designate the time and place of the meeting, but need not specify the business to be transacted at, nor the purpose of the meeting.
4.08 Posting Electronic Notice.
Notice may be provided to directors by posting the notice on an electronic network and delivering to such directors a separate record of the posting, together with comprehensible instructions regarding how to obtain access to the posting on the electronic network. Notice is effective when it has been posted to an electronic network and a separate record of the posting has been delivered to the recipient as provided by this §4.08.
4.09 Waiver of Notice.
Waiver of notice can be made in one of the following two ways:
a. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened; or
b. A waiver of notice signed by the director or directors, whether before or after the time stated for the meeting.
A majority of the Members of the entire Board of Directors shall be necessary and sufficient at all meetings to constitute a quorum for the transaction of business.
4.11 Manner of Acting.
The act of the majority of the directors present at a meeting at which there is a quorum shall be the act of the Board of Directors, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or applicable Washington law.
4.12 Voting by Electronic Transmission.
Votes for successor directors may be cast by electronic transmission, provided that the Corporation has designated an address, location or system to which the ballot may be electronically transmitted.
4.13 Meetings by Telephone.
Members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of such Board of Directors or committee via conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation via such equipment shall constitute presence in person at a meeting.
4.14 Registering Dissent.
A director who is present at a meeting of the Board of Directors at which action on a corporate matter is taken shall be presumed to have assented to such action unless the director's dissent or abstention shall be entered in the minutes of the meeting, or unless the director shall file a written dissent or abstention to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a director who voted in favor of such action.
No stated salary shall be paid to directors, as such, for their service, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each annual, regular or special meeting of such Board of Directors; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore. Members of ad hoc or standing committees may be allowed like compensation for attending committee meetings.
No loans shall be made by the Corporation to any director.
Any director may be removed at any time, with or without cause, by the affirmative vote of two-thirds (2/3) of the whole Board of Directors. Notice stating that a named director shall be considered for removal and the cause, if any, for such removal must be mailed to the director prior to a duly called meeting of the Board of Directors at the same time and in the same manner prescribed for the notice of the meeting.
4.18 Action by Directors without a Meeting.
Any action required or permitted to be taken at a meeting of the directors, or of a committee thereof, may be taken without a meeting by a written consent setting forth the action so to be taken, signed by all the directors, or all of the Members of the committee, as the case may be, before such action is taken. Such consent shall have the same effect as a unanimous vote. Any such action may also be ratified after it has been taken, either at a meeting of the directors or by unanimous written consent.
ARTICLE V OFFICERS
The officers of the Corporation may be a President, Vice Presidents, Treasurer, Secretary and Assistant Secretary, and such other officers as the Board of Directors may designate. The Corporation shall have a Secretary. All officers shall be elected at the annual meeting for terms of one year by the Board of Directors. Such officers shall hold office until their successors are elected and qualify. Any two or more offices may be held by the same person, except the offices of President and Secretary.
5.02 The President.
The President shall preside at all meetings of the Board of Directors, shall perform such other duties as are incident to the office or are properly required of the President by the Board of Directors.
5.03 Vice President.
During the absence or disability of the President, the Vice President shall exercise all the functions of the President. The Vice President shall have such powers and discharge such duties as may be assigned to the Vice President from time to time by the Board of Directors.
5.04 Secretary and Assistant Secretary.
The Secretary, or his / her designee, shall issue notices for all meetings, except for notices of special meetings of the Board of Directors which are called by the requisite number of directors, such directors being charged with giving proper notice, shall keep minutes of all meetings, shall have charge of the corporate books, shall make such reports and perform such other duties as are incident to the office, or are properly required of the Secretary of the Board of Directors and shall maintain all committee reports.
The Treasurer, or his / her designee, shall have the custody of all monies and securities of the Corporation and shall keep financial records. The Treasurer, or his / her designee, shall disburse the funds of the Corporation in payment of the just demands against the Corporation or as may be ordered by the Board of Directors (taking proper vouchers for such disbursements) and shall render to the Board of Directors from time to time as may be required, an account of all transactions undertaken as Treasurer and of the financial condition of the Corporation. The Treasurer shall perform such other duties as are incident to the office or are properly required by the Board of Directors. The Treasurer shall provide a monthly report of the financial condition of the Corporation to the Board of Directors.
If any officer of the Corporation is absent or unable to act and no other person is authorized to act in such officer's place by the provisions of these Bylaws, the Board of Directors may from time to time delegate the powers or duties of such officer to any other officer or any director or any person it may select.
Vacancies in any office arising from any cause may be filled by the Board of Directors at any regular or special meeting of the Board of Directors.
5.08 Other Officers.
The Board of Directors may appoint or retain such other officers or agents as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
No loan shall be made by the Corporation to any officer.
5.10 Term — Removal.
The officers of the Corporation shall hold office until their successors are chosen and qualified. Any officer or agent elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
The Board of Directors may, by resolution, require any and all of the officers to provide bonds to the Corporation, with surety or sureties acceptable to the Board of Directors, conditioned for the faithful performance of the duties of their respective offices, and to comply with such other conditions as may from time to time be required by the Board of Directors.
The officers of the Corporation shall receive no salary. However, officers shall be reimbursed for reasonable expenses actually incurred in the performance of their duties. The President may recommend to the Board of Directors the salary of the Executive Director, if any, and the Executive Director shall recommend salaries for other employees, if any, and the Board of Directors shall approve or amend any such recommendations.
Any payments made to a director, officer, or other employee of the Corporation for compensation, salary, bonus, interest, rent, or expense incurred by the party which shall be determined to be unreasonable in whole or in part by the Internal Revenue Service pursuant to §4941(d)(2)(E) of the Internal Revenue Code of 1986, as amended, shall be reimbursed by such director, officer, or employee to the Corporation to the full extent of such determination of unreasonableness. It shall be the duty of the Board of Directors to enforce repayment of each such amount. In lieu of repayment by the director, officer, or employee, subject to the determination of the Board of Directors, amounts may be withheld from future compensation or expense reimbursement payments of the director, officer, or employee, to the extent permitted by law, until the amount owed to the Corporation shall have been recovered.
6.01 Executive Director.
The Board of Directors may select an Executive Director who shall be responsible for the administration and conduct of the business and affairs of the Corporation pursuant to guidelines established by the Board of Directors. The Executive Director, if selected, may be compensated for services in that capacity in such amount and manner as the Board of Directors shall determine.
6.02 Board Service.
The Executive Director may serve on the Board of Directors in a voting or nonvoting capacity at the direction of the Board of Directors.
The Executive Director shall act as a liaison between the Board of Directors and the staff and employees of the Corporation. The Executive Director shall have full exclusive authority with respect to employees of the Corporation, pursuant to any personnel or other policies adopted by the Board of Directors. The Executive Director shall also make salary recommendations for the employees of the Corporation. See §5.20.
The Executive Director may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors.
No loan shall be made by the Corporation to the Executive Director.
The Board of Directors may appoint, from time to time, standing or ad hoc committees. Such committees may be vested with such powers as the Board of Directors may determine by resolution passed by a majority of the full Board of Directors. Provided that no such committee shall have the authority of the Board of Directors in reference to amending, altering, or repealing these Bylaws; electing, appointing, or removing any Member of any such committee or any director or officer of the Corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another Corporation; authorizing the sale, lease, or exchange of all or substantially all of the property and assets of the Corporation other than in the ordinary course of business; authorizing the voluntary dissolution of the Corporation or adopting a plan for the distribution of the assets of the Corporation; amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered, or repealed by such committee or such other act(s) as only the Board of Directors may perform under the Corporation's Articles of Incorporation and Bylaws or otherwise under law. All committees so appointed shall keep regular minutes of the transactions of their meetings and shall cause them to be recorded in books kept for that purpose in the office of the Corporation. The designation of any such committee and the delegation of authority thereto, shall not relieve the Board of Directors, or any Board Member of any responsibility imposed by law.
7.02 Standing and Ad Hoc Committees.
a. Standing Committee. A committee designated as a Standing Committee shall serve continuously until such time as the Board of Directors dissolves such committee by a majority vote of the full Board of Directors. Standing Committees will be charged with assisting the Board of Directors with the continuous management and operation of the Center.
b. Ad Hoc Committee. A committee designated as an Ad Hoc Committee shall serve on a temporary basis for the purpose of assisting the Board of Directors in any particular matter as the Board of Directors may designate and shall be automatically dissolved at the conclusion of the matter for which they were created or upon a majority vote of the full Board of Directors.
Membership on Standing or Ad Hoc Committees shall be by appointment of the Board of Directors. Upon formation of a committee, at least one Board Member or officer shall be designated to serve on such committee. The Board Member or officer serving on the committee shall be the liaison between the Board of Directors and the committee. If at any time no Board Member or officer is serving on a committee, such committee shall designate one among its membership to make reports to the Board of Directors at each Board meeting as to the activities, progress, needs and concerns of the committee.
7.04 Duties — Communication with Board of Directors.
Committees shall be charged with whatever duties the Board of Directors may designate in accordance with the purposes for which the committee was created. All committees shall have an obligation to ensure that the minutes of committee meetings are kept and regular reporting is made to the Board of Directors.
7.05 Nomination of Board Members.
All committees shall have the ability to nominate Members to serve on the Board of Directors. The Board of Directors shall consider the nominations made by committees at each regular election of the Board of Directors. If a vacancy occurs, for whatever reason, with respect to a Board Member who was charged with acting as a committee liaison, the committee upon which that Board Member served shall nominate a replacement from among the committee membership. The Board of Directors shall have full discretion to elect or reject candidates nominated by committees.
The Board of Directors shall have the ability to dissolve any Standing or Ad Hoc Committee at any time by a majority vote of the full Board of Directors. Ad Hoc Committees may also be automatically dissolved upon completion of the purposes for which they were created. Standing Committees shall serve indefinitely until dissolution by the Board of Directors.
RULES OF PROCEDURE
The rules of procedure at meetings of the Board of Directors and committees of the Board of Directors shall be rules as adopted by the Board of Directors, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation or any further resolution of the Board of Directors.
The monies of the Corporation shall be deposited in the name of the Corporation in such bank or banks or trust company or trust companies as the Board of Directors shall designate, and shall be drawn from such accounts only by check or other order for payment of money signed by such persons, and in such manner, as may be determined by resolution of the Board of Directors.
ARTICLE X NOTICES
Except as may otherwise be required by law, any notice to any director or officer may be delivered personally or by mail or e-mail. If mailed, the notice shall be deemed to have been delivered when deposited in the United States mail, addressed to the addressee at his or her last known address in the records of the Corporation, postage prepaid. If e-mailed, the notice shall be deemed to have been delivered when sent, unless returned by an automated notification of failure to deliver.
INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES, AND AGENTS
The Corporation shall indemnify its officers, directors, employees, and agents to the greatest extent permitted by law. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation or who is or was serving at the request of the Corporation as an officer, employee, or agent of another Corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan, against any liability asserted against such person and incurred by such person in any such capacity or arising out of any status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article.
CONTRACTS AND CONVEYANCES
All contracts, deeds, conveyances, negotiable instruments, and other instruments of like character which have first been approved by the Board of Directors shall be signed by the president or vice president and by the secretary or as otherwise directed by the Board of Directors. No contract of any officer of the Corporation shall be valid without previous authorization or subsequent ratification of the Board of Directors.
BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Directors; and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its directors, giving the names and addresses of all directors.
ARTICLE XIV AMENDMENTS
A majority of the entire Board of Directors shall have power to make, alter, amend, and repeal the Bylaws of this Corporation.
Adopted by resolution of the Corporation's Board of Directors on October, 2013.