Bylaws

BY-LAWS OF PARENTS ORGANIZING FOR WELFARE AND ECONOMIC RIGHTS

ARTICLE I

NAME

The name of this non-profit corporation incorporated under RCW 24.03 shall be Parents Organizing for Welfare and Economic Rights (hereinafter POWER).

ARTICLE 2

DESCRIPTION

 

POWER is a grassroots, member-led organization of low-income parents and allies advocating for a strong social safety net while working toward a world where children and care giving are truly valued, and the devastation of poverty has been eradicated.   POWER educates the public regarding their rights to public benefits, supports them in their struggles to make sustainable lives for their families, provides leadership opportunities, involves them in building community and coalitions, and engages them in democracy, public education, and social change.  In all of our work, we support and strengthen the capacity of people to develop their own style of effective leadership, and to collaborate with other people and organizations to make effective social change.

ARTICLE 3

OFFICES

Section 3.1      Principal Office

The principal office of POWER is located in Thurston County, state of Washington.  The address is 701 Franklin St SE, Olympia, WA 98501.

 

Section 3.2     Change of Address

The designation of the county of POWER’s principal office may be changed by amendment of these bylaws.  The board of directors may change the principal office from one location to another within Washington state by noting the changed address and effective date below, and such changes shall not be deemed, nor require, an amendment of these bylaws.

New Address:  309 5th Avenue SE, Olympia WA 98501 

Dated: January 1, 2011

New Address:_______________________________________________________________

Dated:_____________

New Address:_______________________________________________________________

Dated:_____________

 

Section 3.3   Other Offices

POWER may also have offices at such other places, within the state of Washington, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.

ARTICLE 4

NONPROFIT PURPOSES 

 

POWER is organized and operated exclusively for charitable and educational purposes within the meaning of 501(c)3 of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations under Section 501(c)3 of the Internal Revenue Code.  No substantial part of the activities of POWER shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office.

Notwithstanding any other provisions of these bylaws, POWER shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)3 of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

ARTICLE 5

MEMBERSHIP

 

Section 5.1

POWER shall have two classes of members: general members and working members.  No member shall hold more than one membership in the corporation.  Except as expressly provided in or authorized by the articles of incorporation, or provisions of law, all working memberships shall have the same rights, privileges, restrictions and conditions, and all general memberships shall have the same rights, privileges, restrictions, and conditions.

 

Section 5.2 Qualifications of Members

A.  General membership: Any member of the public may become a general member of POWER by signing up for the POWER mailing list.

B.  Working membership:  Any general member who participates in at least 20 hours of POWER activities over a period of 12 consecutive months is qualified to be a working member.  “Activities” include many different types of volunteer work as well as many types of participation in POWER events and meetings.  The Board of Directors shall develop guidelines for the Policy Manual regarding the specific types of activities that count towards the 20 hour total.

 

 

 

Section 5.3 Admission of Members 

A.  General members:  By signing up for the POWER mailing list, any member of the public becomes a general member of POWER.

B.  Working members: Applicants for working membership shall be admitted to membership upon making application in writing and upon the approval of the application by the membership committee of the POWER Board of Directors. The Board must act to approve all applications upon determining that the applicant meets the provisions of Section 5.2b of these bylaws.

There will be no fees or dues for either type of membership in POWER.  There is no limit on the number of general or working members that POWER may admit.

Section 5.4 Membership Records

POWER shall keep membership records containing the name and contact information of each general and working member.  Termination of the membership of any member shall be recorded in the record, together with the date of termination of such membership.  The record will be kept at POWER’s principal office.

Section 5.5 Member Indemnity

General and working members of POWER are not, as such, personally liable for the debts, liabilities, or obligations of POWER.

Section 5.6 Nontransferability of Memberships

No working or general member may transfer a membership or any right arising therefrom.  All rights of membership cease upon the member’s death.

Section 5.7 Voting Rights

Each working member is entitled to one vote on each matter submitted to a working member vote by the board of directors or by the working membership.  Voting at duly held meeting shall be by voice vote.  Election of directors, however, shall be by written ballot.  Unless otherwise decided by the board of directors, general members do not have a right to vote for the election of directors and on matters submitted to the working membership for a vote.

Section 5.8 Participation in Consensus Decision-Making

Each working member is entitled to participate in consensus decision-making processes on issues submitted to them by the board of directors or by the working membership.  The general membership may have the right to participate in consensus decision-making processes if the class of general members is authorized to do so by the board of directors.

Section 5.9 Termination of Membership

A.  A general membership in POWER shall terminate upon the request by the general member to be removed from the POWER mailing list.

B.  A person’s status as a working member of POWER shall terminate upon the occurrence of either of the following events:

1.  If the working member delivers a notice to the president or secretary of the corporation personally, by postal mail or by e-mail, the membership will terminate upon the date of delivery of the notice, the date of deposit in the postal mail system, or the date the e-mail is sent.

2.  After providing the working member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the board of directors that the member has engaged in conduct materially and seriously prejudicial to the interests of POWER.

3.  If the working member no longer participates in at least 20 hours of POWER activities each year as per Section 5.2B of these bylaws.  The Board shall develop a yearly membership renewal process that will be contained in the Policy Manual.

All rights of a general member or of a working member in the corporation shall cease on termination of membership as herein provided.

Article 6 

MEETINGS OF MEMBERS

 

Section 6.1  Place of Meetings 

Meetings of general and working members shall be held at the POWER’s principal office or at such other place or places as may be designated from time to time by resolution of the board of directors.

Section 6.2  Regular Meetings

An annual meeting of the general and working membership shall be held each year for the purpose of electing directors and transacting other business that may come up before the meeting.    The annual meeting of working and general members for the purpose of electing directors shall be deemed a regular meeting.

Section 6.3     Special Meetings of Members

Special meetings of the working and general members shall be called by the board of directors or by a written request of working member in good standing. The written notice, stating the reason for the meeting, and signed by at least 25% of the working membership in good standing, must be submitted to the board.  In lieu of a signature, a working member may instead send an e-mail to the Executive Director of the organization stating that the working member joins the petition for the special meeting.  The Executive Director, or one of her designees, will contact the working member to confirm that the e-mail was sent by the member.

Upon receipt of the written notice signed by at least 25% of the working members requesting a special meeting, the board is required to schedule a membership meeting within 35 days of the written request. The board shall see that due and proper notice is given to the membership, stating the reason for the meeting, within 15 days of the written request.

Section 6.4     Member Voting

In all instances of working member voting, ballots may be received at the POWER office, by mail or e-mail, or at a meeting of working and general members.  If a ballot is received by e-mail, a board member or the Executive Director or her designee must talk to the sender of the e-mail either in person or via telephone in order to verify the e-mail.  No proxies are allowed and each working member shall have only one vote.  Unless otherwise specified in these bylaws, or by law, a simple majority vote is required for elections and other membership actions.  The Board may prescribe additional rules and procedures for elections as appropriate.  The Board shall take steps to encourage maximum participation by the working and general membership.

Section 6.5    Notice of Meetings

Notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 15 nor more than 50 days before the date of the meeting, either personally, by postal mail or electronic mail, by or at the direction of the president or secretary, or the persons calling the meeting, to each member entitled to vote at such meeting.

The notice of any meeting of general and working members at which directors are to be elected shall also state the names of all those who are nominees or candidates for election to the board at the time notice is given.  If the candidate or nominee has provided to the Board information regarding her or his qualifications for board membership, this information will also be included in the notice.

Whenever any notice of a meeting is required to be given to any member of this corporation under provisions of the articles of incorporation, these bylaws, or the laws of Washington state, a waiver of notice in writing signed by the member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

Section  6.6     Quorum for Meetings

Except as otherwise provided under the articles of incorporation, these bylaws, or provisions of law, no business shall be decided upon by the working members at any meeting at which the required quorum of working members is not present.  A quorum of working members shall consist of 30% of the working membership of the POWER.

Section 6.7    Majority Action as Membership Action

Every act or decision done or made by a majority of working members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the working members, unless the articles of incorporation, these bylaws, or provisions of law require a greater number.

Section 6.8    Action by Written Ballot

Except as otherwise provided under the articles of incorporation, these bylaws, or provisions of law, any action which may be taken at any regular meeting or special meeting of members may be taken without a meeting if POWER distributes a written ballot to each working member entitled to vote on the matter.  The ballot shall

  1. A. Set forth the proposed action;
  2. B. Provide an opportunity to specify approval or disapproval of each proposals;
  3. C. Indicate the number of response needed to make the quorum requirement and, except for ballots soliciting votes for the election of directors, state the percentage of approvals necessary to pass the measure submitted; and
  4. D. Shall specify the date by which the ballot must be received by the corporation in order to be counted.  The date set shall afford members a reasonable time within which to return the ballots to POWER.

Ballots shall be mailed or delivered in the manner required for giving notice of membership meetings as specified in these bylaws.

Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum of working members required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

Directors may be elected by written ballot.  Such ballots for the election shall list the persons nominated at the time the ballots are mailed or delivered.

Section 6.9   Conduct of Meetings

Meetings of general and working members shall be presided over by the president of the board, or, if there is no president, or in her or his absence, by the vice-president of the board or by a person designated by the president or vice-president.  In the absence of all these persons, a chairperson of the meeting shall be chosen by a majority of the working members present at the meeting.

The secretary of POWER shall act as secretary of all meetings of members, provided that, in her or his absence, the presiding officer shall appoint another person to act as secretary of the meeting.

Meetings shall be governed by the guidelines for consensus decision-making that are included in the POWER Policy Manual, insofar as such rules are not inconsistent with or in conflict with the articles of incorporation, these bylaws, or with provisions of law.  As specified in these bylaws, decisions regarding the election of board members shall be made by a vote of working members. Other types of decisions made by the working members may be decided by consensus process or by vote, as decided by the board of directors and working members.

ARTICLE 7

BOARD OF DIRECTORS

 

Section 7.1 Composition

Membership on the board shall be no fewer than five and no more than twelve.  Any member of the public who fulfills the criteria to become a working member of POWER as per Section 5.3 of these bylaws is qualified to serve on the board.  POWER shall endeavor to ensure that our board is representative of the diversity of our constituency and membership.  At least 51% of the members of the board of directors will be low-income, as per the self-sufficiency standards approved by the board.  At the yearly elections of board members, the board, nominating committee, and membership shall ensure that at least 51% of the newly elected members of the board are low-income.  If through resignations or other circumstances the situation occurs at any time that less than 51% of the board members are low-income, the board, nominating committee and membership will act with due haste to rectify the situation, as per the processes spelled out in these bylaws.

Section 7.2 Function of the Board

 

The board shall meet at least once a month.  Meetings shall be open to general and working members except for personnel matters. The board will draft rules for procedure.  The board shall be responsive to membership.  Subject to the provisions of the laws of the state of Washington and any limitations in the articles of incorporation and these bylaws required or permitted to be taken or approved by the membership of POWER, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board of directors.

Section 7.3 Manner of Action

 

Decisions made by consensus of the directors present at a meeting at which a quorum is present shall constitute an official action of the board of directors.

Section 7.4     Duties of the Board

The board will perform any and all duties imposed on them collectively or individually by the law, by the articles of incorporation, or by these by-laws.  Board members will register their addresses with the secretary of the corporation, and notices of meetings mailed to them at such address shall be valid notices thereof.   Board members shall foster affirmative action in the organization and shall effectively participate by working on committees, projects, and by encouraging the involvement of members in POWER activities.  

Specific duties of officers and board members are specified in the Policy Manual. The major duties of the Board are to:

1. Appoint and remove, employ and discharge and, except as otherwise provided in these by-laws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation.  The board shall appoint a standing committee to lead in these duties.  The committee shall consist of at least two current board members and two working members of POWER who are not currently board members.  If POWER has current staff, at least one staff member shall serve on the committee.  The staff member will recuse her or himself from decisions regarding her or his compensation or employment status.  As specified in the Policy Manual, the standing committee may delegate hiring authority for staff, interns, and work study students to the Executive Director of POWER.

2. Elect officers, and fill Board vacancies as needed and as specified in these bylaws.
3. Approve an operating budget annually.
4. Monitor the financial health of POWER.
5. Appoint standing and special committees as needed.
6. Authorize appropriate agents to sign contracts, leases, or other obligations on behalf of POWER.

7.  Adopt, review, and revise plans.
8.  Approve major capital projects.
9.  Adopt major policy changes.
10. Adopt policies to foster member involvement.
11. Authorize major debt obligations of POWER.
12. Ensure compliance with all corporate obligations, including the keeping of corporate records and filing all necessary documents.
13. Ensure adequate audits of the corporation’s finances.
14. Maintain free-flowing communication between the Board, Staff, committees, and the membership.
15. Adopt policies which promote achievement of the mission statement and goals of the corporation.
16. Resolve organizational conflicts after all other avenues of resolution have been exhausted.
17. Establish and review POWER’s goals and objectives.
18. Provide an annual report to the members to include a financial report, committee reports, and a summary of other significant events held and actions taken by POWER during the year.

19. Keep a current roster of all members’ names and addresses which is available for inspection by the membership at any time.

20. Insure that all local, state, and federal periodic reporting and taxation requirements are fulfilled.

21. Insure that all members and the general public have access to inspect POWER’s financial and corporate records in accordance to state and federal law.

22. Provide an annual report to all members regarding the past year’s achievements and finances.

Section 7.5        Place of meetings

Meetings shall be held at the principal office of POWER unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the board of directors.

Section 7.6         Regular meetings

Regular meetings of directors shall be held on the first Saturday of each month at the POWER office, unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the following Saturday.

 

Section 7.7        Special meetings

Special meetings of the board of directors may be called by one officer or any two members of the board of directors. Such meetings shall be held at the principal office of POWER or at the place designated by the persons calling the meeting.

Section 7.8      Notice of Meetings

A.   Regular Meetings:  No notice need be given of any regular meeting of the board of directors.

B.    Special Meetings:  At least seven days prior notice shall be given by the secretary of the board to each director of each special meeting of the board. Such notice may be oral or written, may be given personally, by first class mail, by telephone or by electronic mail and shall state the place, time, and date of the meeting and the matters proposed to be acted upon at the meeting.  In the case of e-mail notification, the director to be contacted shall acknowledge personal receipt of the e-mail by a return e-mail or telephone call within 12 hours of the first e-mail.

Section 7.9  Selection of Board Members

 

A. At regular annual membership meeting specified in Sec. 6.2 of these bylaws, the working membership, including those currently serving as board members, shall elect members of the board and “alternates” for board positions.  Board “alternates” are people who agree to serve as a member of the board in the case of the resignation of a board member.  Any member of the public who fulfills the criteria to become an working member of POWER as per Section 5.2 of these bylaws and meets the following three criteria is eligible apply or be nominated for board membership and to be elected by the working members of the organizations:

1. Commitment to POWER’s mission and to the work of POWER.

2. Willingness to take overall responsibility for POWER; and

3. Sensitivity to the needs of low-income and socially oppressed communities.

B. The board shall appoint a nominating committee to select candidates for the board. The committee shall consist of two current board members and two working members of POWER. If POWER has current staff, at least one staff member shall serve on the committee as well. This committee shall be responsible for:

1. Soliciting applications for new board members;

2. Interviewing prospective candidates and informing them of the responsibilities of directorship;

3. Nominating a slate of board members who will meet POWER’s needs for skills and expertise while upholding the goals set forth in these by-laws;

4. Presenting the candidates for board membership to the current board members at an informal reception for their interest and review; and

5. Presenting  the  nominations  to  the  general membership  at  the  Annual  (or  a  general membership) meeting; and presenting a report to the membership, at such meeting, describing the interview and selection process, along with such information  as  is  needed  to  describe  their qualifications for office.

C. With the exception of replacements noted in Section 7.12 of these by-laws, board members shall be individually elected by a 51% vote of the working membership able to vote:

1. at the annual meeting;

2. at any general membership meeting at which a quorum of the membership votes and which complies with Section 6.1 herein; or

3. by mail ballot.  Election by mail ballot requires 2/3 of returned ballots, provided a quorum of ballots is returned.

D. The chairperson of the nominating committee will interview the nominee based on the three criteria set forth in Section 4.3(A) of these by-laws, and the standard interview questions asked of all candidates at the time of their interviews.

E. The method of voting shall be at the discretion of the board.

Section 7.10 Terms

Board members shall serve 1-year terms. Terms end at the next regular meeting scheduled after the time of annual elections. There is no limit to the number of terms a board member may serve.

Section 7.11 Resignation and Removal

 

A. A board member may resign at any time by delivering written notice to any board member, or to the registered office of the organization, or by giving oral notice at any meeting of the board or of the general meeting.  While it is best to give one month’s notice, it is not required.

B. With the exception of leaves of absences, as provided under Section 7.13 of these by-laws, a board member may be suspended from his or her duties by a consensus minus 1 vote of the board for three or more consecutive absences from board meetings without good reason.  Within one week of the suspension, the board shall send written notification of the suspension action to the suspended board member and to working members. The notification will state that the board will be determining whether to remove the suspended board member from the board at the next meeting of the board.  Automatic removal shall occur after 5 consecutive absences, with no further action required by the board. Should such action occur, the board shall notify the affected board member and the other board members.

C. A board member may be removed for any act of disloyalty or disruption that damages the effectiveness of the organization, by a 2/3 vote of the members present at a meeting in which a quorum of the membership votes.

Section 7.12   Replacement of Board Members

  1. A. If a board member resigns or is removed, the board shall appoint an alternate board member elected by the membership as per Section 7.9a of these bylaws.

  1. B. If there are no alternates, a replacement shall be elected at the earliest possible time by a consensus vote of the board only if at least one of the following two circumstances also occurs:

  1. 1. the number of directors serving on the board is below the required number of 5, or
  2. 2. less than 51% of the current board members are low-income.

  1. C. Any board member so elected by the board shall serve until the next general membership (or annual) meeting.

  1. D. If within the period of time between annual membership meetings, more than 1/3 of the board is in need of replacement, a general membership meeting must be called to elect needed directors.

Section 7.13 Leave of Absence

 

Any board member may request a leave of absence from the board at any time. Such request should be submitted in writing to any board member, or to the registered office of the organization, at least 14 days prior to the start of the leave, whenever possible. The board must approve leaves for more than a period of 6 months. Such extended leaves must be requested at or before the regular board meeting prior to the beginning of the leave. Any leave of absence shall not affect the director’s status, rights or responsibilities as a board director; however, the director on leave shall not be counted as an working board member for the purposes of establishing a quorum. A director on leave shall be considered to be an inactive board member.

Section 7.14  Expansion

 

If the board has fewer than 12 members, or if the composition of the board is such that less than 51% of the board is low-income and either the board or the general membership wishes to expand the board for the good of the organization, it may conduct an election by mail between annual meetings, or a general membership meeting may be called to elect new members.

Section 7.15 Officers

 

The officers of the Board shall be President, Vice-President, Secretary and Treasurer. A board member may hold more than one office at a time, except for those of President and Secretary.

A. Election and Term of Office The officers of the board shall be selected annually by the board at the first meeting following the annual membership meeting. Each officer shall hold office until the first board meeting where a successor is elected, unless such officer dies, resigns or is removed.

B. Absence    In the event of absence or inability of any officer to act, the board may delegate the powers or duties of such officer to any other officer, director, or person whom they may temporarily delegate or select.

C. Resignation  Any officer may resign at any time by delivering written notice thereof to any board member or by giving oral notice at any meeting of the board.

D. Removal    Any officer or agent elected or appointed by the board may be removed by a majority vote of the same, whenever, in their judgment, the best interests of the organization would be served thereby. Such removal shall be without prejudice to the contractual rights, if any, of the person so removed.

  1. Vacancies  A vacancy in any office because of death, resignation, removal disqualification, or any other cause, may be filled by a consensus of the board for the unexpired portion of the term.

Section 7.16   Conflict of Interest

No board member shall enter into any agreement, contract, or subcontract that is a conflict of interest.  Each board member shall disclose any potential conflict of interest.  Each board member is responsible for abstaining in any vote where a conflict of interest exists.  The policy regarding Conflicts of Interest will be contained in the Policy Manual.

Section 7.17 Open Meetings

 

Meetings of the board and its committees shall be open to all working and general members (with the exception of personnel matters) provided that only the board members (or committee members) shall have decision making power.

Section 7.18 Quorum

Except as otherwise provided under the articles of incorporation, these bylaws, or provisions of law, no business shall be decided upon by the board of directors at any meeting at which the required quorum of board members is not present.  A quorum of board members shall consist of at least half of the current members of the board.  Members may attend meetings via telephone.

ARTICLE 8

COMMITTEES

 

Section 8.1  Establishment

The board may establish committees.  These committees may consist of persons who are not also members of the board, and who shall act in an advisory capacity to the board.

Section 8.2 Notices

All appointed committees shall keep the board informed of their activities and any upcoming meetings.  The designation of any such committee and the delegation of the authority thereto shall not relieve the board or any member thereof; of any responsibilities imposed by law.

Section 8.3  Powers

Any standing committee or executive committee shall have and exercise such authority of the board in the management of the organization as maybe specified in the resolution creating such committee; provided, that no such committee shall have the authority of the board in reference to amending, altering, or repealing these by-laws, electing, appointing, or removing any member of any such committee, or any director or officer of the organization, amending the articles of incorporation, adopting a plan of merger, or adopting a plan of consolidation with another association, authorizing the sale, lease, exchange, or mortgage or other disposition of all or substantially all of the property and assets of the organization, authorizing the voluntary dissolution of the organization or revoking proceedings therefore, adopting a plan or the distribution of assets of the organization, or altering, amending or repealing a resolution of the board, which by its terms provides that it shall not be amended, altered or repealed by such committee.

 

ARTICLE 9

AMENDING THESE BY-LAWS

 

After May 3, 2010, amendment of these by-laws requires a 2/3 vote of POWER members present at the annual (or general) membership meeting, where a quorum is present.  Until that date, the board of directors may make changes in these bylaws by consensus, with the sole exception of changing the date noted in this article.

ARTICLE 10

CONSTRUCTION AND TERMS

If there is any conflict between the provisions of these bylaws and the articles of incorporation of this corporation, the provisions of the articles of incorporation shall govern.

Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding.

All references in these bylaws to the articles of incorporation shall be to the articles of incorporation filed with the office of the Washington Secretary of State and used to establish the legal existence of POWER.

All references in these bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

ARTICLE 11

INDEMNIFICATION OF BOARD MEMBERS

Section 11.1 Limitation of Liability of a Director

Except to the extent otherwise required by applicable law (as it exists on the date of the adoption of this Article or as may be amended from time to time), no director of the corporation shall be personally liable to the organization or its members for monetary damages for any conduct as a director occurring after the date of the adoption of this Article.  No amendment to or repeal of this section shall adversely affect any right or protection of a director of the organization with respect to any acts or omissions of such director occurring after the date of the adoption of this article and prior to such amendment or repeal of this section.

Section 11.2 Indemnification of Directors and Officers

The organization shall indemnify any director or officer of the organization who is involved in any capacity in a proceeding (as defined in RCW 23B.OS.500, as presently in effect and as hereafter amended) by reason of the position held by the person in the organization, to the full extent allowed by applicable law, as presently in effect and as hereafter amended; provided, however, that the organization shall only indemnify a director or officer seeking indemnification in connection with a proceeding initiated by such person, if it was authorized by the board of directors or if it was brought by a director or officer to enforce a claim for indemnification under this section and a court or arbitrator determines that the director or officer is entitled to all of the relief claimed.

Section 11.3 Indemnification of Employees and Agents

By means of a resolution or a contract specifically approved by the board of directors, the organization may indemnify and employee or agent to such degree as the board determines to be reasonable, appropriate, and consistent with applicable law and to be in the best interests of the organization.

Section 11.4     Notice

Any indemnification of a director in accordance with this article shall be reported in a written report describing the proceeding and the nature and extent of such indemnification.

Section 11.5    Consistency with Applicable Law: Survival of Benefits

The right to indemnification and limitation of liability conferred by the article shall be interpreted to conform with and shall not create any right that is inconsistent with, applicable law as presently in effect and as hereafter amended. To the full extent allowed by applicable law, the right to indemnification and limitation of liability conferred by this article shall continue to a person who has ceased to be a director, officer, agent or employee and shall inure to the benefit of the heirs, executors, and administrators of such person.

Section 11.6     Non-exclusivity of Rights

The rights conferred in this article shall not be exclusive of any other rights which any person may have or acquire under applicable law (as presently in effect and as hereafter amended), the articles of incorporation, the by-laws of the corporation, a vote of the board of directors of the members of the organization.

 

ARTICLE 12

CONTRACTS, LOANS, CHECKS, DEPOSITS, RENUMERATION, GIFTS

 

Section 12.1     Contracts

The board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the organization. Such authority shall be confined to specific instances.   Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 12.2     Loans

No loans shall be contracted on behalf of the organization and no indebtedness shall be issued in its name unless authorized by a resolution of the board. Such authority shall be confined to specific instances

Section 12.3  Loans to Officers and Directors

No loans shall be made by the organization to its officers or directors

Section 12.4  Checks, Drafts, Etc.

All checks, drafts, or other orders for the payment of money, issued in the name of the organization shall be signed by such officers, or agent of agents, of the organization and in such manner as is from time to time determined by resolution of the board.

Section 12.5  Deposits

All funds of the organization not otherwise employed shall be deposited from time to time to the credit of the organization in such banks, trust companies, or other depositories as the board may select.

Section 12.6 Remuneration

No voting director shall receive any compensation or remuneration for his/her services to the organization as a voting director. Notwithstanding the foregoing, any director may be reimbursed for any out-of-pocket expenses incurred in the conduct of business and authorized by the board.

Section 12.7    Gifts

The board of directors may accept on behalf of the POWER any contribution, gift, bequest, or devise for the nonprofit purposes of POWER.

Section 12.8 Private Inurement

 

In accordance to 501(c)3 provisions of the Internal Revenue Code, private inurement (benefitting individuals associated with POWER) is not allowed.  The board of directors can authorize payments to be made to individuals as reasonable compensation for services rendered, if those services specifically further the tax-exempt purposes of POWER.

ARTICLE 13

ACCOUNTING

 

Section 13.1 Term

The accounting year of POWER shall be from January 1 to December 31.

Section 13.2 Dissolution

The property and other assets of POWER are irrevocably dedicated to charitable and educational purposes.  Upon the dissolution or winding up of the corporation, its property and other assets remaining after payment, or provision of payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable and/or educational purposes, and which has established its tax-exempt status for Section 501(c)3 of the Internal Revenue Code.

ARTICLE 14

Corporate Records

Section 14.1 Maintenence of Corporate Records

The corporation shall keep at its principal office in the State of Washington:

(a) Minutes of all meetings of Directors, committees of the Board and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof.

(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses.

(c) A record of its members, indicating their names and contact information and, if applicable, the class of membership held by each member and the termination date of any membership.

(d) A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members of the corporation at all reasonable times during office hours.

Section 14.2 Inspection Rights

 

A. Directors’ Inspection Rights:  Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation.

 

 

B.  Members’ Inspection Rights:

1.  General Members have the inspection rights accorded to them by local, state, and federal laws.

2.  Working members have the following inspection rights, for a purpose reasonably related to such person’s interest as a member:

a) To obtain from the Secretary of the corporation, upon written demand and payment of a reasonable charge, a list of the names, contact information and voting rights of those members entitled to vote for the election of Directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as of which the list is to be compiled.

(c) To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the Board or committees of the Board, upon written demand on the corporation by the member, for a purpose reasonably related to such person’s interests as a member.

Parents Organizing for Welfare and Economic Rights (POWER)

 

CERTIFICATE OF ADOPTION OF BYLAWS

We the undersigned, being the President and Secretary of Parents Organizing for Welfare and Economic Rights (POWER) do hereby certify that at a meeting of the Board duly called upon notice of specific purpose, and held on _____day of ______________, 20____, the Bylaws were adopted by the required vote of the members of the Board by the following resolution:

“Be it resolved that Parents Organizing for Welfare and Economic Rights (POWER)

adopt the Bylaws.”

In witness whereof this instrument has been signed and acknowledged by

_________________________________________, President of POWER Board of Directors

and _____________________________________, Secretary of POWER Board of Directors

this ______day of _________________, 20___.

______________________________

President

______________________________

Secretary

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