Article I Name
1.1 The name of the corporation shall be the
Pacific Northwest Salmon Center.
Article II Offices
2.1 The principal office for the transaction of the activities and affairs of the corporation shall be located at 22881 NE State Route 3, Belfair, Washington, 98528. The Board of Directors may change the principal office from one location to another. Also, the corporation may have offices at such other places as the Board of Directors may from time to time determine.
Article III: Members
3.1 The only members of the Corporation are the Directors. A PNWSC Society may be formed by the Directors with membership open to corporations, foundations, non-profit organizations, government organizations and private individuals who support the purposes of the PNWSC. The members of the society shall not have voting rights. Dues will be established by the Board of Directors of the PNWSC.
Article IV: Purposes and Limitations
4.1 GENERAL PURPOSES: The Corporation is organized exclusively for charitable, educational, and scientific purposes within the meaning of section 50l (c)(3) of the Internal Revenue Code.
4.2 SPECIFIC PURPOSES: The specific purpose of the corporation is as set out in the Articles of Incorporation.
4.3 LIMITATION ON PRIVATE INUREMENT: The property of the corporation is irrevocably dedicated to non-profit purposes. No part of the net earnings or assets of the corporation shall inure to the benefit of, or be distributed to its members, directors, trustees, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the corporation.
Article V: Directors
5.1 GENERAL POWERS: The business and affairs of the corporation shall be managed and controlled by the Board of Directors. The Board shall have the power to elect, appoint, or employ such officers, agents, and other representatives, as it may deem necessary or prudent to carry out the purposes of the corporation.
5.2 VOTING: Each Director shall have one vote on matters coming before the Board. All voting at meetings called by the Board shall be by each Director in person or may be carried out electronically. Voting by proxy shall not be permitted.
5.3 NUMBER OF DIRECTORS: The Board of Directors shall consist of at least seven but no more than thirteen voting members and the Executive Director as a non-voting member, until changed by amendment to these bylaws.
5.4 QUALIFICATIONS OF DIRECTORS: Each member of the Board of Directors shall be at least 18 years of age.
5.5 ELECTION AND TERM OF OFFICE: Those Directors whose terms are expiring shall be elected each year by a majority vote of the Board of Directors at the annual meeting of the corporation. The term of office for each member of the Board of Directors shall be three years, at which time such member may be elected for an additional term. The terms of Board members shall be initially staggered and adjusted so that one third of the board members shall be elected each year.
5.6 ANNUAL MEETING: Unless otherwise provided by resolution of the Board of Directors, an annual meeting of the Board of Directors may be held at a time and place as determined by the Board of Directors.
5.7 REGULAR MEETINGS: Regular meetings of the Board of Directors shall be held at intervals as determined by the Board of Directors.
5.8 SPECIAL MEETINGS: Special meetings of the Board of Directors may be called by the Chair or by any two Directors.
5.9 NOTICE OF MEETINGS: Notice of all regular or special meetings of the Board of Directors shall be delivered at least five days prior to the scheduled meeting by written, electronic or telephonic means. The notice shall specify the date, time, and place of the meeting together with any special matters to be addressed. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice unless the Director appears for the sole purpose of objecting to the manner in which the meeting has been called.
5.10 QUORUM: A majority of the Directors then holding office shall constitute a quorum for transacting any business at any meeting of the Board of Directors.
5.11 MANNER OF ACTING: The act of a majority of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as may otherwise be provided in these bylaws.
5.12 INFORMAL ACTION: Any action of the Board of Directors may be taken without a meeting if consent in writing setting forth the action taken is signed by all members of the Board of Directors and filed with the minutes of the corporation.
5.13 TELEPHONIC MEETINGS: At the discretion of the Board of Directors, any annual, regular, or special meeting of the Board of Directors may be conducted using a teleconference or other electronic means in which all persons participating can hear each other at the same time.
5.14 REMOVAL: At any meeting of the Board of Directors called for such purpose, any Director may, by a vote of two-thirds of the other Directors, be removed from office with or without cause.
5.15 VACANCIES: Any vacancy on the Board of Directors may be filled by a majority vote of the remaining Directors. A Director elected to fill a vacancy shall be elected for the remainder of the term.
5.16 COMPENSATION: No voting member of the Board of Directors shall receive any compensation for their services as such but may, by resolution of the Board of Directors, be allowed reimbursement for their expenses actually and reasonably incurred on behalf of the corporation.
5.17 BONDING: The Board of Directors may require all elected officers and employees handling funds to be bonded in such a sum as required by the Board of Directors.
Article VI: Officers
6.1 IN GENERAL: The officers of the corporation shall consist of a Chair, a Vice Chair, a Treasurer and a Secretary. Such other officers as may be deemed necessary may be elected or appointed by the Board of Directors. The Chair, Vice Chair Treasurer, and Secretary shall be elected annually by the Board of Directors and may serve consecutive terms so long as they remain as members of the Board of Directors.
6.2 CHAIR: The Chair shall be appointed from among the members of the Board of Directors and shall preside at all meetings of the Board of Directors and perform such other duties as the Board of Directors and these bylaws may prescribe.
6.3 VICE CHAIR: The Vice Chair shall be appointed from among the members of the Board of Directors and shall perform the duties of the Chair in his or her absence. When so acting, the Vice Chair shall have all the powers and be subject to the same limitations as the Chair.
6.4 TREASURER: The Treasurer shall be appointed from among the members of the Board of Directors and shall supervise the financial affairs of the corporation. The Treasurer shall have charge, responsibility, and custody for all funds and securities of the corporation. The Treasurer shall be responsible for providing the Board of Directors with monthly reports concerning the financial condition of the corporation.
6.5 SECRETARY: The Secretary shall be appointed from among the members of the Board of Directors and shall be the custodian of the corporation's official books and records. The Secretary shall be responsible for assuring that all notices are given in accordance with the provisions of these bylaws. The Secretary shall also be responsible for recording the minutes of all meetings and resolutions of the Board of Directors.
6.6 EXECUTIVE DIRECTOR: The Executive Director shall be the chief executive operating officer of the corporation and shall serve at the will and pleasure of the Board of Directors. The Executive Director shall be responsible for implementing the policies and decisions of the Board of Directors and for supervising the day-to-day operations of the corporation. The Executive Director shall be a non-voting member of the Board of Directors.
Article VII: Committees
7.1 IN GENERAL: From time to time, the Board of Directors may designate one or more committees, each of which shall consist of two or more Directors, to exercise such authority as may be delegated by the Board of Directors. The Chair shall be responsible for assigning members of the Board of Directors to serve on any committees so constituted. Each committee may adopt rules for its own government not inconsistent with these bylaws.
Article VIII: Contracts, Loans, Checks, Deposits, and Gifts
8.1 CONTRACTS: The Board may authorize any officer or officers, agent or agents, to enter into any contracts or to execute and deliver any instrument on behalf of the corporation.
8.2 LOANS: No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Board of Directors.
8.3 CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
8.4 DEPOSITS: All funds of the corporation shall he deposited from time to time to the credit of the corporation in such banks and or other depositories as the Board of Directors may direct.
8.5 GIFTS: The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes, or for any special purposes, of the corporation.
Article IX: Miscellaneous Provisions
9.1 INDEMNIFICATION AND INSURANCE: The corporation shall, to the maximum extent permitted by law, indemnify each of its Directors and Officers against expenses, judgments, fines, settlement, and any other amounts actually and reasonably incurred in connection with any claim or proceeding arising by reason of the fact that any such person is or was a Director or Officer of the corporation. The corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its Directors and Officers against any liability asserted against or incurred by any Director or Officer in such capacity.
9.2 CONFLICTS OF INTEREST: Any member of the Board of Directors who has a potential conflict of interest with respect to any proposed transaction involving the corporation shall promptly disclose to the remaining members of the Board all material facts relating to the potential conflict of interest. The Board of Directors will not be precluded from approving any transaction in which a member of the Board may have a conflict of interest if the following conditions are met: (1) the Board member in question refrains from participating in any deliberations or decisions relating to the transaction, and (2) a majority of the remaining members of the Board determines after due investigation that entering into the transaction will be in the best interest of the corporation.
9.3 FISCAL YEAR: The fiscal year of the corporation shall be the calendar year unless some other fiscal year is specified by resolution of the Board of Directors.
9.4 AMENDMENT OF BYLAWS: These bylaws may be amended at any regular or special meeting provided that ten days notice of the proposed amendment is given to all Directors and the amendment is approved by a two-thirds vote of all members of the Board of Directors.
Article IX - Adoption of By-Laws
The By-Laws of the Pacific Northwest Salmon Center as set forth herein, are hereby adopted by the members this 16th day of November, 2006.
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