BYLAWS OF FRIENDS OF PINE LAKE
This corporation is organized exclusively for social welfare purposes within the meaning of 501 (C) (3) of the Internal Revenue Code of 1954, as amended. Without limiting the generality of the foregoing, the following purposes are specifically stated.
The person designated as the registered agent for the corporation and/or the location in the State of Washington of the registered office of the corporation may be changed from time to time by the Board of Directors upon filling such notices as may be required by law.
The Board of Directors shall be responsible for the management of the affairs of the corporation and, subject to any restrictions imposed by law, the Articles of Incorporation or these bylaws, may exercise all the powers of the corporation.
The Board of Directors shall consist of not less than three nor more than nine directors. Such number may be increased by amendment to these Bylaws in the manner set forth herein and in the Articles of Incorporation. The members of the Board of Directors shall be elected annually at the annual meeting of the Board of Directors. The Initial Board of Directors shall be three consisting of Ilene Stahl, Kate Bradley and Christina Hart.
The members of the corporation shall consist of and be limited to all persons of voting age residing in the Pine Lake Watershed.
The corporation may offer memberships in different categories on such terms and conditions as the Board of Directors may establish from time to time. The initial membership categories shall be: regular member, sponsoring member and sustaining member.
Each member in good standing who resides in the Pine Lake Watershed shall be entitled to one vote on each matter submitted to a vote of the membership.
Membership in this corporation is not transferable or assignable.
The officers of the corporation shall be the President, the Vice President, the Secretary, and such other officers with such powers and duties not inconsistent with these Bylaws as may be elected and determined by the Board of Directors. Any two or more offices, except those of President and Secretary may be held by the same person.
The officers shall be elected annually by the Board of Directors from among such persons as the Board of Directors may see fit, at the annual meeting of the Board of Directors. A Director may serve concurrently as an officer of the corporation.
In the event any office of the corporation becomes vacant by death, resignation, retirement, disqualification, or any other cause, the majority of the Directors then in office, although less than a quorum, may elect an officer to fill such vacancy, and the officer so elected shall hold office and serve until the annual meeting of the Board of Directors next succeeding and until the election and qualification of his/her successor.
The President shall be one of the Directors of the corporation and shall preside at all meetings of the Board of Directors. The President shall have and exercise overall charge and supervision of the affairs of the corporation and shall do and perform such other duties as may be assigned from time to time by the Board of Directors.
At the request of the President, or in the event of the President's absence or disability, the Vice President shall perform the duties and exercise the powers of the President.
The Secretary shall have charge of the books and records of the corporation and such other records as the Board of Directors may direct from time to time. The Secretary shall attend and keep the minutes of all the meetings of the Board of Directors, and shall also keep a record, containing the names of all persons who are Directors showing their places of residence. The Secretary may sign with the President or Vice President in the name of and on behalf of the corporation any contracts or agreements authorized by the Board of Directors.
Each director shall serve for a term of one year and until his or her successor is duly elected and qualified. The term for a director shall terminate: (a) upon delivery of written notice of his or her resignation to the Board of Directors; (b) upon his or her incompetency or death; or (c) upon his or her removal from office by the affirmative vote of two-thirds of all the directors then serving on the Board of Directors then serving on the Board of Directors at any regular or special meeting called for that purpose. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director. Vacancies in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining directors through such remaining directors constitute less than a quorum of the Board of Directors. A director thus elected to fill any vacancy shall hold office for the unexpired term of his or her predecessor and until his or her successor is elected and qualified.
The Board of Directors by resolution adopted by a majority of the directors in office may designate and appoint one or more committees of the Board subject to the overall authority of the Board.
The annual meeting of the Board of Directors shall be held at a time and place as may be agreed upon by all of the directors, for the purpose of electing new directors and officers, and for the transaction of such other business as may properly come before the meeting.
Special meetings of the Board of Directors may be called at any time by the President or Secretary or by any two or more directors.
Written notice of special meetings stating the time, place and purpose thereof shall be served personally or by mail upon each Director at least five (5) days prior to the date of such meeting. Attendance of a Director at any meeting shall constitute waiver of notice of such meeting, except where the Director attends a meeting for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
A majority of the Board of Directors shall constitute a quorum for the transaction of business. The act of the majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. At any meeting of the Board of Directors at which a quorum is present, any business may be transacted and the Board may exercise all of its powers.
Any action which may be taken at meeting of the Board of Directors, or of a committee thereof, may be taken without a meeting if a consent in writing, setting forth all action so taken, is signed by all the Directors entitled to vote thereon. Such consent shall have the same force and effect as a unanimous vote.
Whenever any notice is required to be given to any Director of the corporation by the Articles of Incorporation or Bylaws, or by the laws of the State of Washington, 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 equivalent to the giving of such notice.
The Treasurer shall have the custody of all funds, property and securities of the corporation subject to such requirements as may be imposed by the Board of Directors. The Treasurer shall keep regular books of account of the fiscal affairs of the corporation. The Treasurer shall cause to be deposited and invested all funds in the name of the corporation in such depositories as may be designated by the Board of Directors.
The above listed officers and any other offices established by the Board of Directors shall have such powers as the Board may designate from time to time.
Any officer may be removed from office by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby.
The fiscal year of the corporation shall be on a calendar year basis.
No loans may be made by the corporation to any officer or to any director.
The corporation shall keep current and complete books and records of account and shall keep minutes of the proceedings of its Board of Directors and any committees thereof. All books and records may be inspected by any Director for any proper purpose at any reasonable time.
These bylaws may be amended or repealed by the affirmative vote of the Board of Directors at any annual or special meeting of the Board of Directors.
The Board of Directors may authorize any officer or agent to enter into any contract or execute any instrument in the name of and on behalf of the corporation.
Ail funds of the corporation not otherwise employed shill be deposited from time to time by the corporation in such banks or other depositories as the Board of Directors may select.
Ail checks, drafts or orders for the payment of money shall be signed any two of the officers of the corporation. No payment of money shall be made unless such payment has been approved by the Board of Directors.
On questions of parliamentary procedure not governed by law or these bylaws, revised shall govern.
The corporation, by resolution of the Board of Directors, shall have the authority to indemnify its present and past directors and officers in the manner and to the maximum extent permitted under Washington law. The liability of the Board of Directors to the corporation and to others shall be limited to the maximum extent permitted under Washington law.
Notwithstanding any other provision of these Bylaws, no director or officer shall take any action or carry on any activity by or on behalf of the corporation which would jeopardize its status as a nonprofit corporation or its exempt status as a social welfare organization organized and operated under 501 (c) (3) of the Internal Revenue Code of 1954 as amended.
I, Kate Bradley, being Secretary of The Friends of Pine Lake, hereby certify that the foregoing Bylaws were duly adopted by the Board of Directors on August 26, 1998.
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