BY-LAWS of QUAKER VOICE ON WASHINGTON PUBLIC POLICY
A Washington Non-Profit Corporation
September 29, 2018
I. PURPOSES
I. Section 1. Quaker Voice on Washington Public Policy is organized exclusively for religious and educational purposes, including the making of distributions to organizations that qualify as exempt organizations under section 50l(c)(3) or 501(c)(4) of the Internal Revenue Code of 1986 or the corresponding provision of any future U.S. Internal Revenue Law.
I. Section 2. The specific purposes for which the corporation is formed are to educate members of the Religious Society of Friends and other citizens regarding public policy issues in the state of Washington, and to educate policy-making officials in the various branches of state government with respect to issues which touch upon deeply held Friends’ values and concerns.
II. MEMBERSHIP
II. Section l. The members of the corporation are members of the Religious Society of Friends or people who regularly attend a Quaker organization (e.g., monthly, quarterly or yearly meeting, church or worship group), who reside in Washington state and who
1. Express an interest in the work of the organization, and
2. Provide their contact information to the organizaton so they may be informed of the annual membership meeting as specified in Article II. Section 2.
II. Section 2. An annual meeting of the corporation’s members shall be held at a date and place to be determined by the Board of Directors, with at least 30 days prior notice.
III. BOARD OF DIRECTORS
III. Section 1. The Board of Directors of the corporation, who shall manage its business and affairs, shall consist of not fewer than five nor more than twelve persons, to be selected from multiple worshiping communities of the Religious Society of Friends by the members of the Corporation at their annual meeting. Clerks of standing committees and of policy working groups shall be ex-officio members of the Board.
III. Section 2. Regular meetings of the Board shall be held at such times and places as the Board shall designate by resolution. Special meetings of the Board may be held at the call of the clerk or by any five members of the board upon three days written notice delivered by email, mail, or in person.
III. Section 3. At the Board meeting following the annual membership meeting in each year, the Board shall elect the officers of the corporation (as defined in Article V), preferably from the Board.
III. Section 4. Meetings of the Board shall be open to all members of the corporation. The Board may declare a portion of a meeting an executive session due to the special sensitivity of the subject matter. Meetings may be conducted by telephone conference call or electronic methods of face-to-face conversation, provided all persons entitled to participate are accommodated.
III. Section 5. The Board may remove a Board member for cause, including any Board member who misses three consecutive meetings without reasonable excuse.
III. Section 6. The Board can make interim decisions that are time-sensitive by email.
III. Section 7. The Board of Directors shall appoint such other committees and policy working groups, including a Nominating Committee, as they deem necessary and appropriate.
III. Section 8. The Board may contract for services and shall administer any such contract.
IV. PROCEDURES AND TERMS OF OFFICE
IV. Section l. The corporation and all of its bodies shall use traditional decision-making procedures of the Religious Society of Friends. That is, action shall be taken only in accordance with the sense of the meeting, as discerned by the presiding clerk of the body, rather than by majority rule.
IV. Section 2. The existence of a sufficient number at any meeting to constitute a quorum shall be determined by the sense of the meeting, with due regard to the need for having present adequate representation of various views.
IV. Section 3. Directors, officers and other personnel of the corporation will serve two-year terms, unless a different term is specified at the time of their appointment. Directors and officers may be re-appointed after each term. Ideally the terms of directors shall expire on a rotating basis, with no more than one-half of the directors’ terms expiring at any one time.
IV. Section 4. Any vacancy on the Board or committee may be filled by the Board of Directors. The nominees to fill any vacancies shall be presented to the Board of Directors upon the recommendation of a Nominating Committee or two members of the Board. Any officer or committee member selected to fill a vacancy shall serve for the unexpired term of his or her predecessor in office.
V. OFFICERS
V. Section l. The officers of the corporation shall be the Clerk and the Assistant Clerk, both of whom shall be members of the Religious Society of Friends, the Treasurer, and the Recording Secretary, all of whom shall be appointed by the members of the Board of Directors following the annual meeting. The Board of Directors may appoint and set out the duties of other officers. Persons holding these positions shall serve subject to the provisions of Article V.
V. Section 2. The clerk shall be the chief executive officer of the corporation, shall serve as the corporate president, shall preside at meetings of the Board of Directors and the annual membership meeting, and shall have the general supervision and direction of the affairs of the corporation.
V. Section 3. The assistant clerk shall perform the duties of the clerk in his or her absence or incapacity, shall serve as corporate vice-president, and shall perform such other duties as the Board of Directors shall appoint.
V. Section 4. The treasurer shall have the care and control of the corporation’s finances, shall deposit all monies in such depositories as the Board of Directors shall designate, and shall make an annual report and such interim reports as shall be required by the Board of Directors.
V. Section 5. The recording secretary shall take and cause to be maintained, minutes of all annual membership and Board meetings, shall give proper notice of all meetings, shall serve as the corporate secretary, and shall perform such other duties as may be required by the Board of Directors.
VI. FISCAL YEAR AND AMENDMENTS
VI. Section 1. The fiscal year of the corporation shall end on September 30 unless designated otherwise by the Board of Directors.
VI. Section 2. These bylaws may be amended at the annual meeting of the corporation, provided that a copy of the proposed amendment is made available to each member of the corporation at least ten days prior to the meeting.