BY LAWS OF THE PUGET SOUND NETWORK FOR COMPASSIONATE COMMUNICATION
ARTICLE I OfficesSECTION 1. Registered Office and Registered Agent. The registered office of THE PUGET SOUND NETWORK FOR COMPASSIONATE COMMUNICATION (the "Association") shall be located in the State of Washington at such place as may be fixed from time to time by the board of directors upon filing of such notices as may be required by law; and the registered agent shall have a business office identical with such registered office.
SECTION 2. Other Offices. The Association may have other offices within or outside the State of Washington at such place or places as the board of directors may from time to time determine.
ARTICLE- II Membership
SECTION 1. Classes. Membership in the Association shall be in one of three classes: Supporting, Volunteer and Core team. These membership classes are available to those individuals or groups described below who support and wish to participate in the Association's affairs and who have submitted the membership form annually as determined by the board of directors.
SECTION 2. Supporting Members. Supporting Membership is available to those persons or organizations who are interested and/or involved in Nonviolent Communication. These members do not have the right to vote.
SECTION 3. Volunteers. People that volunteer with Northwest Compassionate Communication either as an individual or on a committee. These members may attend Core team meetings without voting rights and may request copies of minutes.
SECTION 4. Core Team Membership is available to those who wish to devote considerable and consistent energy to the guidance and actualization of the organization’s vision and goals, and who have demonstrated a dedication to the fulfillment of the mission of Northwest Compassionate Communication by attending five meetings within a 8 month period so as to become familiar with Northwest Compassionate Communication processes and have consistently contributed time and energy to the work of the Core Team.
SECTION 5. Voting Rights. All Core Team members shall have voting rights in the election of board of directors and other affairs of the Association.
SECTION 6. Status of Supporting Membership. Membership will commence from acceptance of membership application, donation of dues and/or by volunteering for Northwest Compassionate Communication efforts, will end on December 31st of each year thereafter (unless renewed), and may not be transferred by any means.
SECTION 7. Status of Volunteer Membership. Membership will commence from start of service as a volunteer and will end on December 31st unless the service is renewed and may not be transferred by any means.
ARTICLE III Meetings of Members
SECTION 1. Annual Membership Meetings. The annual meeting of the Core Team members for the transaction of such business as may properly come before the meeting shall be held each year no later than February 28, at a time, date and location to be determined by the board of directors.
SECTION 2. Special Meetings. Special meetings of the Core Team membership for any purpose or purposes may be called at any time by the Chair (President) of the Association or by the board of directors, at such time and place as the Chair or the board of directors may prescribe. Special meetings of the members may also be called by members having at least fifty percent (50%) of the votes entitled to be cast at such a meeting. Upon written request by such members, it shall be the duty of the Secretary to call such a special meeting of the Core Team membership at such time and place as the Secretary may fix, not less than ten (10) nor more than fifty (50) days after the receipt of said request. If the Secretary shall neglect or refuse to issue such call within five (5) days of such receipt, the members making the request may issue the call, specifying the time and place of the meeting.
SECTION 3. Notice of Meetings. Written, printed or e-mail notices stating the date, place, and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is being called, shall be delivered to each member entitled to vote at such meeting not less than ten (10) nor more than fifty (50) days before the day of the meeting. Such notice shall be deemed to be delivered when e-mailed or delivered in person or deposited in the United States mail, addressed to the member at his or her address as it appears in the records of the Association, with postage prepaid.
SECTION 4. Quorum and Voting. Core Team Members holding fifty percent (50%) of the votes entitled to be cast at any meeting, represented in person or by proxy, shall constitute a quorum for purposes of a Core Team membership meeting. Submitted ballots from members 'holding sixty percent (60%) of the votes entitled to be cast at any election of officers and directors by mail, as provided in Section IV.10 shall constitute a quorum by mail. The affirmative vote of a majority of the votes entitled to be cast at a meeting or election in which a quorum exists shall be necessary for the adoption of any matter voted upon by the members.
SECTION 5. Proxies. At any Core Team membership meeting, but not in any election by mail, any member entitled to vote at the meeting may vote by proxy executed in writing by him or her. A proxy shall be valid only if executed and dated within eleven (11) months of the date of the meeting at which the proxy vote is cast.
ARTICLE IV Board of Directors
SECTION 1. Powers and Qualifications. The affairs of the Association shall be managed by the board of directors, also referred to as the Coordinating Council who shall be elected from the membership of the Core Team. A director must have been member of the Core team for two years in good standing and may serve for unlimited number of terms.
SECTION 2. Number and Term. The directors of the Association shall be elected by the Core Team among candidates proposed by the Nominating Committee, as provided in Section IV.9 below. The Nominating Committee may elect to increase or decrease the number of directors; provided that no decrease in number shall have the effect of shortening the term of any incumbent; provided further that the number be no less than three (3) and no greater than five (5). The term of office shall be one year.
SECTION 3. Committees. The board of directors, by resolution adopted in the manner provided in Section V.6, shall from time to time create standing committees to assist in the purpose and objectives of the Association: the Nominating Committee. As the need arises, the board of directors may create a Conference Committee, Membership Committee and/or other ad hoc committees to address other issues.
SECTION 4. Committee Membership. With the exception of the Coordinating Council, committees shall be constituted with members of the Association only and at least one member of the Core Team. Each Chair or Co-Chair of a committee shall have a Coordinating Council Sponsor for the purpose of guidance and communication.
SECTION 5. Committees Responsibility and Authority. It shall be the responsibility of the Committees to carry out the study and research necessary to perform their prescribed duties and to formulate recommendations to the board of directors. No such Committee shall have the authority of the board of directors to amend, alter, or repeal the Bylaws; elect, appoint, or remove any member of any such Committee or any director or officer of the Association; amend the Articles of Incorporation; adopt a plan of merger or adopt a plan of consolidation with another corporation; authorize the voluntary dissolution of the Association or revoke proceedings therefore; adopt a plan for the distribution of the assets of the Association not in the ordinary course of business; or amend alter, or repeal any resolution of the board of directors which by its terms provides that it shall not be amended, altered or repealed by such Committee. The designation and appointment of any such Committee and the delegation of authority to it shall not operate to relieve the board of directors or any individual director of any responsibility imposed upon it, him or her by law.
SECTION 6. Voting Requirements. A majority of the board of directors shall constitute a quorum and shall act in the manner provided in Section V.6 of these Bylaws.
SECTION 7. Nominating Committee. The Nominating Committee shall consist of no fewer than three (3) members of the Association, at least one (1) of whom is a member of the Coordinating Council, and shall be chaired by a director appointed by the Coordinating Council. The Committee shall submit to the Core Team a slate of nominees for director positions no more than sixty (60) and no less than thirty (30) days before the annual meeting.
SECTION 8. Election. After the first annual meeting of the Core Team, the directors shall each be elected from those candidates proposed by the Nominating Committee, by a majority of submitted ballots. Each director shall hold office until the expiration of the term of office and until his, her or its respective successor is elected and qualified.
SECTION 9. Vacancies. The board of directors shall have power to fill any vacancy occurring in the board. The director elected to fill a vacancy shall be elected for the un-expired term of his or her predecessor in office.
ARTICLE V Meetings of Board of Directors
SECTION 1. Annual Meeting. The annual meeting of the board of directors shall be held immediately after the annual Core Team membership meeting or any Core Team membership meeting at which members of the board of directors is elected.
SECTION 2. Special Meetings. Special meetings of the board of directors may be held at any place and time, whenever called by the chair, or by the written request of any two directors.
SECTION 3. Notice of Meetings. No notice of the annual meeting of the board of directors shall be required. Notice of the time and place of any special meeting of the board of directors shall be given by the Secretary, or by the person or persons calling the meeting, by mail, electronic communication, or by personal communication over the telephone or otherwise, at least three (3) days prior to the date on which the meeting is to be held. Attendance of a director at any meeting shall constitute a 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. Neither the business to be transacted nor the purpose of any meeting of the board of directors need be specified in the" notice or any waiver of notice of such meeting.
SECTION 4. Quorum. A majority of the board of directors shall constitute a quorum for the transaction of business. 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. A director who is present at such a meeting shall be presumed to have consented to the action taken at that meeting unless the director's dissent or abstention is entered in the minutes of the meeting or the director files his or her written dissent or abstention to such action with either the person acting as Secretary of the meeting before the adjournment of the meeting or by registered mail to the Secretary of the Association immediately after the adjournment of the meeting.
SECTION 5. Meetings held by Telephone or Electronic Communication. Members of the board of directors or its committees may participate in a meeting of the board or such committees by means of a conference telephone or electronic communication equipment by means of which all persons participating in the meeting can communicate with each other at the same time; and participating by such means shall constitute presence in person in a meeting.
SECTION 6. Consensus Decision-Making. The board of directors and all board committees shall make decisions by the consensus of all present and entitled to vote at all meetings in which a quorum is present. The following steps shall be followed:
(a) Presentation of proposal for decision;
(b) discussion; and
(c) consensus check by Chair. Should consensus not be reached at this point, the floor shall be given to the minority opinion, followed by a second consensus check. If consensus remains unachievable, the issue shall be diverted to an Ad Hoc committee of the board of directors composed of the opposing points of view to work on an alternative proposal.
(d) In the absence of consensus, when urgent decision-making is required at the discretion of the chair, the board of directors may make decisions by a three-quarters (3/4) majority vote, using parliamentary procedures.
ARTICLE VI Officers
SECTION 1. Designations and Elections. The officers of the Association shall be elected by the board of directors of the Association among candidates proposed by the Nominating Committee, as provided in Section IV.9 above. The officers shall each be elected from those candidates proposed by the Nominating Committee by a majority of the submitted ballots. The officers shall be the Chair (President), Vice-Chair (Vice-President), Secretary and Treasurer, and such other offices as may be created by the board of directors. Offices newly created by the board of directors shall be filled by means of the nominating and election process described above. All officers must be directors of the Association. Any two or more offices may be held by the same person, except the offices of the Chair and Secretary. Vacancies of office may be filled at any meeting of the board of directors. New offices may be created by the board of directors no less than ninety (90) days before the annual Core Team membership meeting.
SECTION 2. Powers and Duties of Officers.
(a) Chair (President). The Chair shall preside at all meetings of the Board of Directors and Membership Meetings of the Association. The Chair shall perform such other duties usually inherent in such office, including seeing that all orders and resolutions of the board of directors are carried into effect.
(b) Vice Chair. The Vice Chair shall-perform such duties as may be prescribed by the Chair. In the absence or disability of the Chair, the Vice Chair shall perform the duties of the Chair, and when so acting, shall have all the powers of and be subject to all restrictions upon the Chair. The Vice Chair shall complete the term of the Chair, if the Chair is unable to complete his or her term.
(c) Secretary. The Secretary shall attend all meetings of the board of directors and of the Association and shall take minutes of all of these meetings. The Secretary shall be responsible for sending copies of these minutes to the other board members within a month of each of the meetings. The Secretary shall be responsible to see that all board records, including budget reports and minutes of the board, Association, and committee meetings are maintained. The Secretary shall be required to sign and execute with the Chair all deeds, bonds, contracts and other obligations or instruments, in the name of the Association. The Secretary shall perform such other duties as may be prescribed by the Chair.
(d) Treasurer. The Treasurer shall attend all meetings of the board of directors and the Association. The Treasurer shall have the care and custody of and be responsible for all funds and investments of the Association and shall cause to be kept regular books of account. The Treasurer shall cause to be deposited all funds and other valuable effects in the name of the Association in such depositories as may be designated by the board of directors, and in general, shall perform all of the duties incident to the office of Treasurer. The Treasurer shall be responsible for reviewing and presenting the quarterly report of all funds of the Association at all regular meetings. The Treasurer shall be responsible for presenting an annual budget proposal to the board of directors no later than November 1 of the preceding calendar year. The Treasurer shall be responsible to see that all required state, federal, and local government reports are regularly filed.
SECTION 3. Vacancies. Vacancies in any office arising from any cause may be filled by the board of directors at any regular or special meeting.
SECTION 4. Salaries. The salaries of all officers and agents of the Association, if any, shall be fixed by the board of directors.
SECTION 5. Removal. Any officer or director elected or appointed may be removed by the board of directors, subject to a Due Process procedure as established by the Coordinating Council.
ARTICLE VII Actions by Written Consent
Any corporate action required or permitted by the Articles of Incorporation or Bylaws, or by the laws of the State of Washington to be taken at a meeting of the Core Team members or of the board of directors (or its committees) of the Association, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Core Team members or directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote, and may be described as such.SECTION 1. Waiver. Whenever any notice is required to be given to any director of the Association 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.
ARTICLE VIII Notice
SECTION 2. Receipt. Except as may otherwise be required by law, any notice to any member or director may be delivered personally or by mail. If mailed, the notice shall be deemed to have been delivered when deposited in the United States mail, addressed to the addressee at his or her last known address in the records of the corporation, with postage thereon prepaid.
ARTICLE IX Administrative and Financial Provisions
SECTION 1. Fiscal Year. The fiscal year is the same as the Calendar year. The last day of the fiscal year of the Association shall be December 31.
SECTION 2. Loans Prohibited. No loans shall be made by the Association to any officer or to any directors or members.
SECTION 3. Corporate Seal. The board of directors may provide for a corporate seal which shall have inscribed thereon the name of the Association, the year and the state of incorporation and the words "corporate seal".
SECTION 4. Books and Records. The Association shall keep at its registered office, its principal office in this state, or at its Secretary's office if in this state, the following: current articles and bylaws; a record of members, including names, addresses, and classes of membership, if any, correct and adequate records of accounts and finances; a record of officers' and directors' names and addresses; minutes of the proceedings of the members, if any, the board, and any minutes which may be maintained by committees of the board. Records may be written or electronic if capable of being converted to writing. The records shall be open to inspection at any reasonable time by any Core Team member of more than three (3) months' standing or a representative of more than five percent (5%) of the Core Team membership. Costs of inspecting or copying shall be borne by such member except for the copies of articles or bylaws. Any such Core Team member must have a purpose for inspection reasonably related to membership interests. User sale, or any third party commercial use, of members' lists by such member if obtained by inspection is prohibited.
SECTION 5. Amendment of Bylaws. These Bylaws may be altered, amended or repealed at any annual or special meeting of the board of directors at which a quorum is present and acting in the manner provided in Section V.G of these Bylaws.
SECTION 6. Rules. of Procedures. The rules of procedures at meetings of the membership shall be the rules contained in Roberts' Rules of Order of Parliamentary Procedure, newly revised, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation or with any resolution of the board of directors. The rules of procedures of meeting of the board shall be as outlined in Section V.G.
, being Secretary of THE PUGET SOUND NETWORK OF COMPASSIONATE COMMUNICATION, hereby, certifies that the foregoing Bylaws were duly adopted by the board of directors on Date___, _____________2004
Meetings of members.
Meetings of members may be held at such place, either within or without this state, as may be stated in or fixed in accordance with the bylaws. In the absence of any such provision, all meetings shall be held at the registered office of the corporation in this state.
An annual meeting of the members shall be held at such time as may be stated in or fixed in accordance with the bylaws. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation.
Special meetings of the members may be called by the president or by the board of directors. Special meetings of the members may also be called by such other officers or persons or number or proportion of members as may be provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the number or proportion of members entitled to call a meeting, a special meeting of members may be called by members having one-twentieth of the votes entitled to be cast at such meeting.
Except as may be otherwise restricted by the articles of incorporation or the bylaws, members of the corporation may participate in a meeting of members by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.