The name of the organization in the bylaws has been intentionally left blank because of the vote on the name of our organization. If the new name of Tahoma Bird Alliance is approved by the membership it will be inserted into the blank space and if the new name is not approved the name will revert to Tahoma Audubon Society.

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Bylaws of the Tahoma …………………..

Formerly the Tahoma Audubon Society, A Washington Nonprofit Corporation
 

Purpose

The purpose of Tahoma ………………. shall be to protect birds and other wildlife through preserving and extending natural habitat and increasing the appreciation and support of wildlife and wildlife habitat through conservation, education, and recreation. Tahoma ………………. may initiate appropriate endeavors and cooperate with the National Audubon Society, other Audubon chapters, and compatible organizations in the furtherance of such activities locally, regionally, nationally, and world-wide in recognition of the interdependence of life and environment.

 

1.  Name

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The name of this organization is Tahoma ………………., hereafter referred to as the organization, as provided in its amended and restated Articles of Incorporation. The organization was previously known as Tahoma Audubon Society and registered on August 12, 1974, under the provisions of the Washington Nonprofit Corporation Act, Chapter 24.03 RCW. Tahoma Audubon Society was chartered by the National Audubon Society on March 17, 1969.

 

The board of directors of the organization (the “Board of Directors”) may adopt other assumed business names for the purpose of carrying on business of the organization, except as limited by the Articles of Incorporation and the laws of the State of Washington and may take whatever legal steps necessary to complete such actions. 

 

2.  Offices

 

The principal office of the organization is located wherever the Board designates it to be within Pierce County, Washington. The Board may designate additional offices either within or outside of the State of Washington.

 

3.  Membership

 

3.1. Any person interested in the purpose of the organization is eligible for membership.

 

3.2. The Board of Directors may decline to accept membership, or remove from membership, any member or prospective member whose practices or conduct are not compatible with the mission and purpose of the organization.

 

3.3.  The Board of Directors may establish classes of membership and dues for membership. 

 

3.4.   Annual Meeting and Special Meetings

 

3.4.1.  Annual Meeting - The Annual Meeting of the members is held in February each year at a time established by the Board for the purpose of electing Directors and transacting such other business as may properly come before the meeting. If the Annual Meeting is not held on the date designated, the Board shall cause the meeting to be held as soon thereafter as may be convenient.

 

3.4.2.   Special Meetings - The President, the Board, or not less than 10% of the members entitled to vote at such meeting, may call special meetings of the members for any purpose.

 

3.4.3.   Notice of Annual and Special Meetings - The President, the Secretary or the Board shall cause to be delivered to each member entitled to notice of or to vote at the meeting, either personally, by mail, or by electronic transmission, not less than ten nor more than fifty days before the meeting, written notice stating the place, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. 

 

At any time, upon the written request of not less than 10% of the members entitled to vote at the meeting, it is the duty of the Secretary, or in the absence of the Secretary, the President, to give notice of a special meeting of members to be held at such date, time and place as the Secretary may fix, not less than ten nor more than thirty five days after receipt of such written request, and if the Secretary shall neglect or refuse to issue such notice, the person or persons making the request may do so and may fix the date, time and place for such meeting. If such notice is mailed, it shall be deemed delivered when five days after deposit in the US Mail properly addressed to the member at his or her address as it appears on the records of the corporation with postage thereon prepaid. Notice provided in an electronic transmission is effective when it: (a) is electronically transmitted to an address, location, or system designated by the recipient for that purpose, and is made pursuant to the consent provided by the recipient; or (b) has been posted on an electronic network and a separate record of the posting has been delivered to the recipient together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.

 

Whenever any notice is required to be given to any member under the provisions of these

Bylaws, the Articles of Incorporation or applicable Washington law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

 

3.4.4    Quorum – thirty members present who are entitled to vote at an Annual or Special Meeting constitutes a quorum.

 

3.4.5.   Voting Eligibility - Each fully paid-up member on the day before the date of the first notice convening the annual or special meeting and present at the meeting will be entitled to vote with respect to the subject matter of an issue submitted to the members.

 

Each eligible member present is entitled to one vote upon each such issue.

 

Each member entitled to vote at an election of Directors may cast one vote for as many persons as there are Directors to be elected. There is no cumulative voting for Directors.

 

Only eligible members present at the Annual or Special Meeting are eligible to vote.

 

3.4.6.   Virtual Meeting Provision – in the event of a physical Annual or Special Meeting not being practical because of restrictions relating to a pandemic or other issues the meeting may be conducted entirely via zoom or other electronic media.

 

            Where virtual meetings are to take place, each member shall be given notice as per section 3.4.3. and asked to confirm whether they wish to participate in the meeting. Members wishing to attend will then be sent a link to the meeting.

 

3.4.7.   Chairing Annual and Special Meetings – the Board President, or the Board President’s designee, will chair Annual and Special meetings.

 

4.  Board of Directors

 

4.1.   Power of Directors

 

4.1.1.  The affairs of the organization are managed by the Board of Directors.

 

4.1.2.   The Board of Directors has all the powers normally conferred on a Board of Directors of a Washington nonprofit corporation, including, without limitation, (A) to sell or borrow against any of the assets of the organization, and (B) to delegate authority to one or more members of the Board of Directors (each, a “Director”) and officers (“Officers”) of the organization. However, a Director may not delegate his or her obligation to oversee corporate activities or his or her obligation to make informed decisions regarding corporate activities.

 

4.2.  Number of Directors; Board Composition

 

The Board of Directors consists of not less than eight nor more than twenty Directors. To the extent possible, the Board will consist of at least twelve Directors. The size of the board may be increased or decreased by a majority vote of the Board of Directors. The immediate past President (as defined in section 5.5.1 below) may serve as a member of the Board for one additional year if their term of office as a Director has expired under section 4.4. below. An immediate past President with time remaining in their term of office will remain as a voting member of the Board until the end of the term. 

 

4.3.  Honorary Directors

 

The Board may elect Honorary Directors to recognize significant contributions to the organization. An Honorary Director will have no specific authority, duties, liability, or privileges with regard to the organization.

 

4.4.  Term of Office

 

Unless a Director dies, resigns, or is removed, each Director elected will serve a three-year term. A Director may hold office for up to three consecutive three-year terms; after a one -year absence, such a director may be nominated and elected for up to three subsequent consecutive three-year terms. 

 

4.5.   Qualifications 

 

4.5.1.   Directors may not be related to employees of the organization or hold any undisclosed contracts or business relationships with the organization, unless otherwise approved by the Board. 

 

4.5.2.   The Board may prescribe additional qualifications, especially with regard to seeking appropriate skills and experience. 

 

4.6.   Annual Election of Directors

 

4.6.1.   Directors are elected at the February Annual Meeting of the organization. The terms of the Directors will be set so that, to the extent possible, one-third of the Directors are elected each year.

 

4.6.2.   In advance of the annual meeting of Members, the Board Governance Committee will nominate a number of candidates and provide the list of candidates, along with each candidate’s biographical information and/or qualifications, to the Board of Directors for consideration. The Board Governance Committee will use its best efforts to provide this information at least fifteen days prior to the December regular meeting of the Board of Directors. The Board of Directors shall approve or modify the proposed slate of Directors at a regular or special meeting and present the slate to Members eligible to vote at the Annual Meeting when notice of the meeting is given to Members.

 

4.6.3.   At the Annual Meeting, the Members eligible to vote may approve or reject individual candidates from the slate of candidates provided by the Board by plurality vote of those members present. If the membership votes to reject individuals from the provided slate, the Board may recommend and vote to approve alternate candidates, either during the Annual Meeting or thereafter. 

 

4.7.   Mid-term Vacancies

 

Mid-term Director vacancies caused by the resignation, termination or death of a Director, and newly created Director positions resulting from any increase in the number of Directors, may be filled by the Board of Directors. The Board Governance Committee is responsible for nominating candidates to fill any such mid-term vacancies. A vote on candidates may occur at either a regular or special meeting. The Board of Directors may choose not to fill the vacancy if it decides to reduce the number of Directors and eliminates the vacancy. When one or more Directors resign from the Board, effective at a future date, a majority of the Directors then in office have the authority to fill such vacancy, or vacancies. If the Board votes to fill a vacancy prior to the effective date of the resigning Director’s resignation, the newly elected Director will take office when the resignation becomes effective. 

 

A Director who fills a vacancy left by a departing Director will serve until the next Annual Meeting of members and if elected at that time will be deemed to have started their first term of office from the date of that Annual Meeting.

 

 

4.8.   Meetings of Directors

 

4.8.1.   Regular Meetings

 

4.8.1.1. The Board shall set the dates and frequency of its meetings, holding a minimum of six per year.

4.8.1.2. Notice will be provided to each Director at least four calendar days prior to the meeting. No notice will be required to be given of any regularly recurring meeting according to a schedule established by the Board of Directors.

 

4.8.2.   Special Meetings

 

Special meetings of the Board may be called by the President or upon the request of the majority of the Board.

 

A special meeting of the Board of Directors is called by giving at least four calendar days’ notice to each Director. A Director may waive notice in writing or by attending any meeting without dissent. Special meetings will be used to conduct only the business specified in the notice.

 

4.8.3.   Meeting Participation; Quorum

 

Directors may participate in meetings by telephone or similar technology that allows all persons participating to hear each other at the same time. Except as otherwise provided by these Bylaws, a majority of the Directors will constitute a quorum for the transaction of business at any regular or special meeting. Directors present by telephone or similar technology will be counted toward the quorum requirement. If a quorum is not present at a meeting, a majority of the Directors present may adjourn the meeting without further notice. 

 

4.8.4.   Board Action

 

The vote of a majority of the Directors present at any meeting at which a quorum is present will 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.

 

4.8.5.   Presumption of Consent

 

Attendance by a Director at any meeting will constitute consent to all actions taken at the meeting unless the Director enters his or her dissent in the minutes of the meeting, or files the dissent with the secretary of the meeting prior to the adjournment of the meeting, or with the Secretary of the organization immediately following the end of the meeting.

 

4.9.   Action Without a Meeting

 

If all members of the Board, or a committee, individually or collectively consent in writing, then any action required or permitted to be taken by the Board of Directors or any committee of the Board of Directors may be taken without a meeting. Whether or not unanimous consent exists may be determined by a vote through electronic means; however, a vote in such manner that is not unanimous will have no effect and no action may be taken. A written consent must be filed with the minutes 

of the Board of Directors or committee of the Board of Directors, as appropriate. An action by written consent will have the same force and effect as a unanimous vote of the Directors.

 

4.10.  Compensation of Directors

 

Directors will not be compensated for their service as a member of the Board. However, Directors may be reimbursed for expenses they incur on behalf of the organization if such expenses are documented and approved by the President or Treasurer.

 

4.11.  Resignation 

 

Any Director may resign at any time by delivering written notice to the President or the Secretary, or by giving oral or written notice at any meeting of the Directors. Resignation will take effect at the time specified on the notice, or if the time is not specified, upon delivery of the notice. Unless otherwise specified in the notice, acceptance of the resignation is not necessary to make it effective.

 

4.12.  Removal 

 

4.12.1. Automatic Removal

 

A Director who misses three consecutive board meetings without being excused by the President will be automatically removed from Board membership. After a director misses two consecutive meetings, the President or the chair of the Board Governance Committee will contact the Director to inquire as to their situation and level of interest in continuing in their position on the Board. Directors who miss, on average, four or more Board meetings annually during any three-year term will be ineligible for a 

subsequent term.

 

Excused absences will be recorded in the minutes of board meetings.

 

4.12.2. Removal by Vote

 

At a meeting of the Board called expressly for the purpose of removal, one or more Directors may be removed from office, with or without cause, by a majority vote cast by Directors then in office.

 

4.13.   Leave of Absence

 

If warranted by extraordinary personal circumstances, Directors may request a leave of absence from the Board, via the President, for a maximum of six months, after which they may return to the Board in good standing. Leave under this section must be requested prior to the Director missing a third consecutive meeting. On receipt of the request the President will put the proposal to the other Board Directors via email and the leave of absence must be approved by at least two-thirds of the other Directors. A Director’s term of office will not be extended due to a leave of absence.

 

5.  Officers

 

5.1.  Enumeration

 

The Officers of the organization consist of a President, one or more Vice President(s), a Secretary, a Treasurer, an Executive Director, and any other Officers established by the board. The President and the Board of Directors may create other officer positions by majority vote at a meeting where a quorum is present without amending these Bylaws. With the exception of the Executive Director, each Officer must be a member of the Board. The same person may hold any two or more offices, except the offices of President and Secretary. 

 

5.2.  Election

 

Each year, the Board Governance Committee will nominate candidates equal to the number of vacant Officer positions, excepting the Executive Director position. The Board Governance Committee will provide its list of candidates, along with each candidate’s biographical information and qualifications, to the Board for consideration at least fifteen days prior to the December Board meeting. At the December meeting, the Board may approve or reject individuals from the slate of candidates provided by the Board Governance Committee by majority vote of those Directors present. If the Board rejects individuals from the provided slate, the Board may approve alternate candidates. Officers will assume their duties following the Annual Meeting of Members.

 

5.3.   Term

 

Each Officer will hold office for a year and may serve in that office for up to three consecutive years. No Officer may hold a particular position for more than three consecutive years. 

 

5.4.  Removal; Resignation; Compensation

 

Any Officer may resign at any time with written notice to the organization. Except as provided elsewhere in these bylaws, any Officer or agent elected or appointed by the Board may be removed from office by a majority vote of the Board, without prejudice to the contract rights, if any, of the person removed. Any officer vacancies may be filled by the Board for the unexpired portion of the term or for a new term. 

 

5.5.   Officer Responsibilities

 

5.5.1.   President

 

5.5.1.1. The President is the Chairperson of the Board and performs all other duties associated with the office of President.

 

5.5.1.2. The President may sign legal documents on behalf of the organization, except when the signing and execution of such documents have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the organization or are required by law to be otherwise signed or executed by some other officer or in some other manner. 

 

5.5.1.3. The President, with the approval of the Board of Directors, shall appoint chairpersons of standing committees. 

 

5.5.1.3. The President will have other powers and duties as may be prescribed by the Board of Directors.

 

5.5.2.   Vice President(s)

 

The Vice President(s) perform duties as are delegated by the President or assigned by the Board of Directors. A Vice President presides at any meeting of the Board of Directors where the President is not present. A Vice President also provides a report of actions taken by the Executive Committee during the period in between Board meetings to the Board. The Vice President(s) have other powers and duties as may be prescribed by the Board of Directors.

 

5.5.3.   Secretary

 

The Secretary records and maintains records of the meetings of the Directors and all actions taken there or will delegate this responsibility. The Secretary is also responsible for attesting the signature of the President or other officers and agents of the organization on documents executed on behalf of the organization when legally required, and for giving notice as required by statute or these Bylaws of all Board of Director meetings. The Secretary will have other powers and duties delegated or assigned to the Secretary by the Executive Director or the Board of Directors.

 

5.5.4.   Treasurer

 

The Treasurer oversees the custody of the organizations’ funds and securities and keeps full and accurate accounts of the receipts and disbursements of the organization. The Treasurer may satisfy this obligation by maintaining a relationship with a certified public accountant or a bookkeeper. The Treasurer will have other powers and duties delegated or assigned to the Treasurer by the Executive Director or the Board of Directors.

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5.5.5.   Executive Director (ED)

 

The Board may choose to hire an Executive Director. The Executive Director’s job will consist of those responsibilities in the job description and will include working with volunteers and coordinating committee and staff communication with the Board. 

 

The ED will be employed by the Board of Directors and will administer the affairs of the organization. The Board will set the compensation of the ED and may remove the ED by a two-thirds vote of the Board unless the employment agreement of the ED provides otherwise. The ED will be a non-voting member of all committees of the Board of Directors. The ED will also be responsible for the employment of the staff of the organization in accordance with the Personnel Policy of the Board of Directors, will designate employees’ duties, and will have general supervision of employees’ work. The ED will attend all meetings of the Board of Directors, unless otherwise excused by the President, and will report on the operations of the organization to the Board.

 

The ED will follow the policies of the organization.

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6.   Committees 

 

6.1.      Executive Committee

 

6.1.1.   Members

 

The Executive Committee will consist of the President, the Vice President(s), the Treasurer, the Secretary, the immediate past president of the Board, if still a Board Member, and any other officers appointed by the board, as provided by section 5.1. The ED will serve on the Executive Committee as an ex officio, non-voting member.

 

6.1.2.   Chair

 

The President serves as Chair of the Executive Committee and presides at all the Committee’s meetings. If the President is unable to preside over any Executive Committee meeting, the Vice President will preside in the President’s absence. The ED will be excused from and may not participate in any meeting involving his or her employment or other issues relating to their employment.

 

6.1.3.   Actions by the Executive Committee

 

In between regular meetings of the Board, the Executive Committee may act on behalf of the organization with respect to all areas except those exclusively reserved to the Board of Directors by the Bylaws, the Articles of Incorporation, or the laws of the State of Washington. Any action taken by the Executive Committee must be confirmed or rejected by the Board at its next meeting.

 

6.1.4.   Meetings; Quorum

 

Executive Committee meetings may be called by the President or any two members of the Executive Committee at any time or place on forty-eight hours’ notice. Such notice may be waived by express communication or by attending the meeting without dissent. The Executive Committee may also 

act by unanimous written consent. A majority of the members of the Executive Committee will constitute a quorum for the purpose of conducting business. 

 

6.2.      Standing Board Advisory Committees

 

Board advisory committees report to and advise the Board and have no power to make decisions that are binding on the organizations unless such decisions are approved in advance or delegated to the committee by the Board. The duties and powers of each advisory committee may be adopted or changed by resolution of the Board of Directors. Advisory committee members may be Directors or non-Directors, provided that each committee chair is a Director, and will be appointed by the President at or around the time of the annual meeting. In the event of a committee chair becoming vacant during the course of the year the President will appoint a replacement. If the replacement as committee chair is not a Board Director, they must be appointed to the Board of Directors by the Board and in such situations their name will be put forward for election at the next meeting of members. The standing advisory committees include the following, which may be eliminated or added to by the Board in accordance with section 6.4 below, without amending these Bylaws:

 

6.2.1.   Conservation Committee

6.2.2.   Education Committee

6.2.3.   Finance Committee

6.2.4.   Governance Committee

6.2.5.   Membership Committee

 

The chair of each advisory committee must be a member of the Board of Directors. The chair of each committee may select their own committee members with the recommendations and suggestions from the Board, but all committee members must be members of the organization and should be approved by the Board. Terms of office shall be for one year, and committee members may be reappointed. Standing committees are composed of not less than three members. Each committee will present at least quarterly reports to the Board, or when requested by the Board.

 

6.3.   Ad Hoc Advisory Committees

 

The President, with the approval of the Board, may create ad hoc advisory committees to perform functions not already performed by the standing advisory committees or in an area of special need. The individuals who compose the ad hoc advisory committees will be appointed in the same manner as the standing committee members. An ad hoc advisory committee will be dissolved in accordance with section 6.4 below when the Board determines the committee’s purpose has been accomplished.

 

6.4.    Creation and Dissolution of Advisory Committees

 

The Board of Directors may create or dissolve standing or ad hoc advisory committees by majority resolution. The Board may designate one or more Directors as alternate members of any advisory committee, who may replace any absent or disqualified member at any committee meeting.

 

6.5.    Action by Committee

 

Any advisory committee provided for under this section may meet and take actions within the scope of its authority, provided that the chair of the committee (or their designated alternative) and at least one other committee member are present. Each advisory committee will keep regular minutes of its meetings and report the minutes to the Board of Directors. Each committee may adopt rules for its own governance consistent with these Bylaws or with rules adopted by the Board of Directors. Such rules must be approved by the Board of Directors.

 

6.6.   Restrictions on Advisory Committee Authority

 

The Board may not delegate to any committee the authority to:

 

6.6.1.   Amend the Articles of Incorporation.

6.6.2.   Adopt an agreement of merger or consolidation with another corporation.

6.6.3.   Adopt, repeal, or amend the Bylaws of the organization.

6.6.4.   Fill vacancies on the Board of Directors. 

6.6.5.   Authorize the sale, lease, or exchange of all or substantially all the property and assets of the organization.

6.6.6.   Authorize the voluntary dissolution of the organization or revoke voluntary dissolution proceedings or

6.6.7.   Adopt a plan for the distribution of the assets of the organization; or

6.6.8.   Adopt a certificate of ownership and merger unless the resolution or the Articles of Incorporation expressly provide that a committee may perform such activities. 

6.6.9.   Undertake any public communication on behalf of the Board of Directors or to represent the views of the organization unless first approved by the ED or other appropriate Communications staff.

 

6.7.   Resignation and Removal of Advisory Committee Members

 

A committee member may resign at any time subject to the requirements of section 4.11. 

 

The Board, by majority resolution, may remove any member from any committee.

 

6.8.   Advisory Committee Charters

 

The Board of Directors may approve charters for each advisory committee confirming the scope of each committee’s responsibility and the parameters within which the committee must operate. These charters may be amended or repealed by the Board of Directors at any regular or special meeting.

 

7.    Indemnification

 

7.1.  Directors and Officers

 

The organization agrees to indemnify and defend, to the fullest extent now or later permitted by law, each Director or Officer (including each former Director or Officer) from any third-party claims or threatened claims—including paying fees and costs in advance as well as any fees and costs awarded to third-parties—arising out of the fact that he or she is or was an authorized representative of the organization (as defined in section 7.6 below).

 

7.2.  Non-Exclusivity

 

Each Director and Officer of the organization will be considered to act in reliance upon the rights of indemnification and advancement of expenses as are provided in this section 7. The rights of indemnification and advancement of expenses provided by this section 7 will not be exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any agreement.

 

7.3.  Standard for Indemnification

 

Any indemnification under this section 7 will be made by the organization only as authorized in the specific instances where the authorized representative has acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the organization, and, with respect to any criminal action or proceeding had no reasonable cause to believe their conduct was unlawful. 

 

These determinations may be made (1) by a majority vote of a quorum of the Board of Directors including only disinterested Directors, or (2) by independent legal counsel in a written opinion if a quorum is not obtainable or if a quorum of disinterested Directors so directs. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create any presumption for the purposes of this section 7.3.

 

7.4.  Insurance

 

The organization may purchase and maintain insurance on behalf of each Director and Officer against any liability asserted against or incurred by such Director or Officer in any capacity or arising out of such Director’s or Officer’s status as such, whether or not the organization would have the power to indemnify such Director or Officer against such liability under the provisions of this section 7. The organization will not be required to maintain such insurance if it is not available on terms satisfactory to the Board of Directors or if, in the business judgment of the Board of Directors, either (1) the premium cost for such insurance is substantially disproportionate to the amount of coverage, or (2) the coverage provided by such insurance is so limited by exclusions that there is insufficient benefit from such insurance.

 

7.5.   Constituent Corporations

 

For purposes of this section 7, references to the organization include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its authorized representatives so that any person who is or was an authorized representative of such constituent corporation will stand in the same position under this section 7 with 

respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

 

7.6.   Eligibility

 

For the purposes of these Bylaws, the term “authorized representative” will mean a Director, Officer, employee, agent, or subsidiary of the organization.

 

8.   Interests of Directors and Officers

 

The organization abides by a conflict-of-interest policy consistent with the Internal 

Revenue Service’s Sample Conflict of Interest Policy for 501(c)(3) organizations. Directors sign a statement annually confirming that they have reviewed the policy and will abide by its terms.

 

9.   Corporate Records

 

9.1.  Maintenance of Corporate Records

 

The organization keeps minute books and all other official records of all meetings at its registered office or principal place of business. The organization keeps all minutes and records in written form, or in a form which may be easily converted to written form. The organization maintains records in accordance with a policy adopted by the Board of Directors that complies with state and federal law and regulations.

 

9.2.   Annual Report

 

The organization prepares and files an annual report in the required form with the Secretary of State of Washington. The organization ensures that the information in the annual report is current as of the date that the organization executes the annual report.

 

10.   Limitations

 

The organization cannot: (1) have or issue shares of stock; (2) make any disbursement of income to Directors or Officers; and (3) loan money or credit to its directors or Officers.

 

11.   General Provisions

 

11.1.    Fiscal Year - The fiscal year of the organization will end on December 31 of each year.

 

11.2.    Property right - No provision in these Bylaws will vest any property right in any Director or Officer.

 

11.3.    Contact Information - All Directors, Officers, and committee members must provide an active electronic mail address to the Secretary where electronic communications can be delivered to them. 

 

12.   Amendments

 

Amendments to these bylaws may be proposed by a majority of the Board of Directors. An amendment may be presented to the Board by any member or group of members. Notice of proposed amendments shall be sent to members at least 21 days prior to the meeting at which they will be voted on. Amendments must be adopted by the affirmative vote of the majority of the eligible members, as provided in section 3.4.5, present and voting on the amendments.

 

13.   Notice

 

Any notice required or permitted by these Bylaws may be made by letter, electronic mail, telephone, or other notice. Notice will be sent to the email address, mailing address or phone number on record with the organization. Notice is effective when received, when left at the recipient’s residence, or five days after its deposit in the U S mail or with a commercial delivery service. Each Director will be responsible for ensuring their contact information is up to date.

 

14.   Loans and Accounts and Financial Controls

 

Only the Board of Directors may authorize the taking out of loans and the opening and closing of bank accounts and other financial activities.

 

The Board of Directors approves the annual budget for the organization and any expense in excess of the figures agreed in the budget must be approved by the board.

 

15.   Rules of Procedure

 

The meetings of the Board and committees of the Board will operate according to Roberts’ Rules of Order on Parliamentary Procedure as applicable, except where inconsistent with these Bylaws, the Articles of Incorporation, or any resolution of the Board.

 

16.  Omissions

 

Any item not covered in these bylaws shall be dealt with in compliance with the Washington Nonprofit Corporation Act (RCW 24.03A).

 

17.   Amendment History
 

• Revised bylaws approved by the Board of Directors April 11, 1985, and the members at the general Membership meeting April 12, 1985.

• Amended with Board approval April 13, 1989, and membership approval May 12, 1989.

• Amended with Board approval January 23, 1992, and membership approval May 8, 1992.

• Amended with Board approval September 4, 1997, and membership approval March 13, 1998.

• Amended with Board approval November 1, 2001, and membership approval March 8, 2002.

• Amended with Board approval July 12, 2007, and membership approval September 14, 2007.

• Amended with Board approval October 9, 2014, and membership approval February 28, 2015.

• Amended and Restated with Board approval