BYLAWS OF SKAGIT WATERSHED COUNCIL
ARTICLE 1. Mission
The mission of the Skagit Watershed Council is to provide technical assistance, public outreach and education, and a collaborative process within the Skagit and Samish Watersheds in order to better understand, protect and restore the production and productivity of healthy ecosystems for the purpose of supporting sustainable fisheries. The Watershed Council encourages participation in voluntary restoration and protection of the natural landscape processes that formed and sustained the habitats to which salmon stocks, as well as other native aquatic and riparian dependent species, are adapted.
ARTICLE 2. Membership
Only organizations may join the Watershed Council. Any association, corporation or public agency that desires to affiliate with the Watershed Council and subscribes to the mission may become a member. Membership is established upon completion of the Membership Form; designation of a primary individual and alternate to represent the member organization (“Member Representative”); and payment of whatever annual dues may be levied by the Board.
2.2 Requirements of Membership
Organizational membership is maintained by the active participation of the Member Representative (primary or alternate) in the affairs and activities of the Watershed Council. The Member Representative must actively serve on either the Board of Directors, a standing committee or a special committee and are expected to attend monthly meetings and appointed committee meetings. Only active Member Representatives take part in decision-making.
ARTICLE 3. Board of Directors
3.1 General Powers
The affairs of the corporation shall be managed by a Board of Directors (the Board).
The Board shall consist of at least seven (7) and no more than nine (9) members.
It is the duty of the Board to advance the mission of the Watershed Council. The Board shall have and exercise the power and responsibility to manage all the affairs and interests of the Watershed Council, including the authority to retain any necessary staff or contactors. The Board shall not have the authority to: (a) amend, alter or repeal these Bylaws; (b) elect, appoint or remove any member or director; (c) amend the Articles of Incorporation; (d) adopt a plan of merger with another corporation; (e) authorize the sale, lease or exchange of all or substantially all of the property and assets of the corporation not in the ordinary course of business; (f) authorize the voluntary dissolution of the corporation or revoke proceedings therefore; (g) adopt a plan for the distribution of the assets of the corporation; (h) amend, alter or repeal any resolution of the membership which by its terms provides that it shall not be amended, altered or repealed by a committee; or (i) take any other action prohibited by applicable Washington law. The designation and appointment of the Board and the delegation thereto of authority shall not operate to relieve the Board or any individual Director of any responsibility imposed upon it, him or her by law.
Elections shall be held on an annual basis. Candidates shall be the designated representatives of member organizations. Candidates will be presented to the membership by the Nomination Committee at the meeting before the one on which the election is held. Directors serve until a successor is elected.
3.5 Nomination Committee
The President shall appoint, with the approval of the Board, a Nomination Committee of three members whose function is to nominate individual Member Representatives for election to the Board of Directors.
All members of the Board of Directors shall be elected for a three year term. Terms shall expire on a rotating basis.
The Board may fill vacancies for the remainder of the vacant terms by submitting the names of individuals for approval by the membership.
The Board of Directors shall meet monthly or at a frequency determined from time to time by the Board. Special meetings may be held whenever called by the President or by a majority of the Directors.
ARTICLE 4. Officers
The officers of the corporation shall be a President who shall also be the Chair of the Board, one or two VicePresidents, and a Secretary/Treasurer.
The officers shall have such authority and shall perform such duties as are customarily incident to their respective offices and such other and further duties as are prescribed in these Bylaws and as may from time to time be required of them by the membership.
4.3 Election of Officers
The officers shall be elected annually by the Board of Directors at the first meeting following the Board elections.
ARTICLE 5. MEMBERSHIP MEETINGS
5.1 Regular Meetings
The Board shall hold regular monthly membership meetings, the day and time of which shall be decided by the Board.
5.2 Place of Meetings
All meetings shall be held at a place designated by the Board.
5.3 Notice of Meetings
Notice of and agenda for monthly meetings shall be given to member organizations not less than five days before the scheduled meeting.
A majority of the membership shall constitute a quorum for the transaction of business at any monthly meeting. Each member organization shall have only one voice, that of the designated member representative or alternate. In the event a quorum is not present, any item requiring action will be moved to the next monthly meeting, or handled through an agreed-to electronic mail process.
ARTICLE 6. COMMITTEES
The Board of Directors may establish such standing and special committees as necessary to carry out the purposes of the corporation. Committee chairs are appointed by the Board and approved by the membership. The committee chair shall be responsible for organizing the committee and carrying out the directives of the Board.
Any committee may be abolished by the Board at any time, with the concurrence of the membership.
ARTICLE 7. ADMINISTRATIVE AND FINANCIAL PROVISIONS
The principal office of the corporation shall be located at a place so designated by the Board.
The Board may authorize any officer or officers to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances and further defined in an adopted Financial Procedures Manual.
No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.
7.4 Loans or Extensions of Credit to Officers and Directors
No loans shall be made and no credit shall be extended by the corporation to its officers or Directors.
7.5 Checks, Drafts, etc.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, or agent or agents, of the corporation and in such manner as is determined by resolution of the Board and defined in an adopted Financial Procedures Manual.
All funds of the corporation not otherwise employed shall be deposited promptly to the credit of the corporation in such banks, trust companies or other depositories as the Board may select.
7.7 Books and Records
The corporation shall keep at its principal office copies of its current Articles of Incorporation and Bylaws; correct and adequate records of accounts and finances, minutes of the proceedings of its Board and any minutes which may be maintained by committees; records of the names and post office addresses of its officers and directors, and such other records as may be necessary or advisable. Separate copies will be deposited at the office of the Secretary/Treasurer.
7.8 Accounting Year
Unless a different accounting year is at any time selected by the Board, the accounting year of the corporation shall be the twelve months ending on the last day of the calendar year.
7.9 Financial Audit
The corporation shall conduct a financial audit at the conclusion of its fiscal year unless a different schedule is set by the Board. Such audit shall be carried out in a manner consistent with that required by the Internal Revenue Service for corporations organized with the meaning of Section 501(c) (3) of the Internal Revenue Code. Such audit shall be promptly provided to the Board.
7.10 Rules of Procedure
The rules of procedure at monthly meetings and committees of the Board shall be consensusbased, when not inconsistent with these Bylaws, the Articles of Incorporation or any resolution of the Board.
ARTICLE 8. Indemnification of Officers
The corporation elects to defend and indemnify its present and former officers and their successors, spouses and marital communities to the full extent authorized by applicable laws of the state of Washington. Each person who shall act as an officer shall be deemed to do so in reliance upon such indemnification.
ARTICLE 9. Amendments
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any meeting of the membership, for which specific prior notice has been given by the Board of Directors, by common agreement of the members or by the written consent of each of the members for such action.
ARTICLE 10. DISSOLUTION
A resolution to dissolve the corporation may be adopted upon common agreement of the Board of Directors and the membership. The distribution of assets of the corporation shall follow the requirements of RCW 24.03.225, except that all assets remaining after all liabilities and obligations have been discharged shall be distributed to those nonprofit corporations, as defined by Internal Revenue Code 501(c), selected by the Board of Directors. Distribution of the assets pursuant to the Articles of Incorporation shall take place only upon voluntary dissolution.
Original By-Laws approved September 9, 1998 Revised By-laws approved April 14, 2004