General Powers and Responsibilities:
The Corporation/Organization shall be governed by a Board of Directors (the "Board"), which shall have all the rights, powers, privileges, and limitations of liability of directors of a nonprofit corporation organized under the Nonprofit Corporation Act of Washington. The Board shall establish policies and directives governing business and programs of the Corporation/Organization and shall delegate to the Executive Director and Corporation/Organization staff, subject to the provisions of these Bylaws, authority, and responsibility to see that the policies and directives are appropriately followed.
Duties of the Board of Directors
The (at-large) director shall follow the Duty of Care, Duty of Loyalty and Duty of Obedience as stated in State and/or Federal law and Nonprofit Industry Standards and Guidelines including to attend meetings, evaluate presented candidates, make decisions with the best interest of the organization in mind, ensure the policies of the organization are followed, promote the activities or needs of the organization and provide requested assistance as needed. The at-large director shall vote on matters of the organization, unless a conflict of interest is divulged. S/He/They shall complete assigned tasks as necessary.
Number and Qualifications
The Board shall have three (3) to nine (9) directors. The number of Board members may be increased beyond members by the affirmative vote of the then-serving Board of Directors. A Board member may be a resident of the State of Washington.
The Board shall receive no compensation other than for reimbursement of reasonable expenses.
The Executive Director/CEO or board members may present nominations for new and renewing Board members. Recommendations shall be made known to the Board in writing before nominations are made and voted on.
New and renewing Board members shall be approved by those Board members at a Board meeting at which a quorum is present.
Term of Board
All appointments to the Board shall be for a term of two (2) years. No person shall serve more than four (4) consecutive terms. After serving the maximum total number of consecutive years on the Board, a member may be eligible for reconsideration as a Board member after one year has passed since the conclusion of such Board members service.
A vacancy on the Board of Directors may exist at the occurrence of the following conditions:
a) The death, resignation, or removal of any director;
b) The declaration by resolution of the Board of a vacancy in the office of a director who has been declared of unsound mind by a final order of the court, convicted of a felony, found by final order or judgment of any court to have breached a duty pursuant to the Corporation Code and/or Act of the law dealing with the standards of conduct for a director, or has missed three (3) consecutive meetings of the Board of Directors, or a total of three (3) meetings of the Board during any one calendar year;
c) An increase in the authorized number of directors; or
d) The failure of the directors, at any annual or another meeting of directors at which director(s) are to be elected, to elect the full authorized number of directors.
The Board of Directors, by way of the affirmative vote of a majority of the directors then currently in office, may remove any director without cause at any regular or special meeting, provided that the director to be removed has been notified in writing in the manner set forth in Article 5 – Meetings that such action would be considered at the meeting.
Except as provided in this paragraph, any director may resign effective upon giving written notice to the President of Corporation/Organization. If the resignation is effective at a future time, a successor may be designated to take office when the resignation becomes effective.
Any vacancy on the Board may be filled by of the directors then in office, whether or not the number of directors then in office is less than a quorum, or by a vote of a sole remaining director. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.
A Board member elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Board of Director Meetings
Meetings may be held in person in Washington or through audio/video conferencing methods.
– Annual Meeting
The organization shall hold the annual meeting in May.
– Regular Meeting
The organization shall hold quarterly meetings in January, April, July, and October.
– Special Meeting
Special meetings of this organization may be called by the president when he deems it in the best interest of the organization. Notices of such meetings shall be mailed to all directors of the board at their addresses as they appear in the roll book at least twenty-four (24) hours before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting, and by whom it was called. At the request of fifty percent (50%) of the directors of the board, the president shall cause a special meeting to be called but such request must be made in writing at least twenty-four (24) hours before the requested
No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
The Secretary shall be responsible for the recording of all minutes of each and every meeting of the Board in which business shall be transacted in such order as the Board may determine from time to time. However, in the event that the Secretary is unavailable, the Chair of the Board shall appoint an individual to act as Secretary at the meeting. The Secretary, or the individual appointed to act as Secretary, shall prepare the
minutes of the meetings, which shall be delivered to the Corporation/Organization to be placed in the hard copy or online minute books. A copy of the draft minutes shall be delivered to each Board member with the board packet at the next board meeting for board approval.
At each meeting of the Board of Directors, the presence of 50% of the board shall constitute a quorum for the transaction of business. If at any time the Board consists of an even number of members and vote results in a tie, then the vote of the Chair of the Board shall be the deciding vote.
The act of the majority of the Board members serving on the Board and present at a meeting in which there is a quorum shall be the act of the Board.
If a quorum is not present at a meeting, the Board members present may adjourn the meeting and may schedule another meeting date and time.
Each Board member shall only have one vote. Voting shall be conducted by voice. Board members must be present at the meeting to vote. There is no proxy voting of the Board.
– Board Member Attendance
An elected Board Member who is absent from consecutive regular meetings of the Board during a fiscal year shall be encouraged to reevaluate with the Chair of the Board his/her commitment to the Corporation/Organization. The Board may deem a Board member who has 3 missed consecutive meetings without such a reevaluation with the Chair to have resigned from the Board.