Adopted on September 10, 2014.
SECTION 1. MISSION AND COMPOSITION
1.1 Mission and Purposes
The mission of the Skagit Watershed Council (SWC) is to understand, protect and restore the productivity of healthy ecosystems in order to support sustainable fisheries. The SWC provides 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 SWC 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.
The Skagit Watershed Council (SWC) shall be composed of the Council of Members (Council), a Board of Directors (Board), various committees established by the Council of Members or Board, and staff.
SECTION 2. DECISION-MAKING
A simple majority of the total number of appointed members of any SWC body shall constitute a quorum for the transaction of business at any meeting of the SWC. Each Member Organization shall have only one vote. Proxy voting shall be allowed for the Council of Members, but not for the Board of Directors or any committee. A Proxy requires a signed appointment form from that Organization’s designated regular Member Representative or Alternate Representative. In the event a quorum is not present, any item requiring action shall be tabled until the next meeting is convened.
Each of SWC’s component bodies shall seek to make decisions through consensus or general agreement. If general agreement cannot be achieved, the body in question shall establish a deadline and continue to seek agreement by consensus. A vote shall be taken only when general agreement cannot be reached. The Chair of the body may call for a vote. A motion shall be deemed to have been approved when a two-thirds majority, or other specified amount of votes for that body or issue, has been achieved.
The Board of Directors, and any authorized committee, may permit any or all members to participate in a regular or special meeting by any means of communication by which all members participating may simultaneously communicate with each other during the meeting. The entire meeting may be conducted through such means. A member participating in a meeting by this means is deemed to be present in person at the meeting. Decisions may also be made through these means in accordance with the specific procedures applicable to that body.
2.4 Electronic Transmission Voting
Voting by electronic transmission is permitted when consistent with all applicable laws.
SECTION 3. MEMBERSHIP IN THE SKAGIT WATERSHED COUNCIL
3.1 Membership Qualifications and Approval
Only organizations may join the SWC. Any association, corporation, not-for-profit entity or public agency (Organization) that desires to join the SWC and subscribes to the mission may make an application to become a Regular Member or Ex-officio Member. Membership is established upon acceptance of the Membership Form; designation of Primary and Alternate individuals to represent the Organization; and payment of whatever annual dues may be levied by the Board of Directors. An Organization that satisfies the above listed criteria, and is accepted by the Executive Director, shall become and be referred to as a Member Organization. Any controversy concerning membership criteria and qualifications shall be resolved by the Board of Directors. All Regular Members shall enjoy the same rights and privileges, including the right to one vote per membership. Membership shall remain effective until the Member Organization resigns its membership in the SWC or until its membership is terminated by the SWC.
3.2 Ex-Officio Membership
Ex-officio Member Organizations shall have the same application process, membership criteria, responsibilities, rights and privileges, and relationship with the SWC as regular Member Organizations, except that they shall not have a vote, shall not be eligible for being on the Board of Directors, and shall not count for quorum purposes. They must otherwise maintain active participation and all other requirements of membership.
3.3 Council of Members
The term Council of Members shall refer to the decision-making body that consists of one Representative from each of the Member Organizations, collectively assembled.
3.4 Organizational Representation
An Organization’s Representative shall be referred to as a Member Representative; an Organization’s Alternate shall be referred to as an Alternate Member Representative. Either person may represent that Organization on the Council of Members. The designation of the person who shall represent each Organization on the Council of Members shall be at that Organization’s sole discretion. That designation shall be made in writing and delivered to the Executive Director prior to any meeting of the Council of Members.
3.5 Requirements of Membership
Organizational membership shall be maintained by active participation of the Member and/or Alternate Member Representative, in the affairs and activities of the SWC. The Member Representative must either actively serve on the Board, a standing committee, or a special committee, and is expected to attend regularly scheduled meetings of the committee to which they have been appointed, or engage in implementing the strategies utilized by the SWC. Only active Member Representatives may take part in decision-making. Members also have the responsibility to keep their Organizations informed about the work of the SWC and to share the work of their Organization with the SWC.
3.6 Member Termination
When the Executive Director determines that a Member Organization is not meeting its established requirements for membership, the Executive Director shall work with the Member Organization to mutually rectify that situation. If that effort is unsuccessful, the Executive Director shall propose a termination of that Organization’s membership to the Board of Directors. The Board of Directors shall have the sole authority to terminate an Organization’s membership.
3.7 Powers and Duties of the Council of Members
The Council of Members shall solely have the power to:
3.7.1 Amend, alter or repeal these Bylaws;
3.7.2 Elect, appoint or remove any Board of Directors Member;
3.7.3 Amend the Articles of Incorporation;
3.7.4 Adopt a plan of merger with another corporation;
3.7.5 Authorize the sale, lease or exchange of all or substantially all of the property and assets of the SWC not in the ordinary course of business;
3.7.6 Authorize the voluntary dissolution of the SWC or revoke proceedings therefore;
3.7.7 Adopt a plan for the distribution of the assets of the SWC;
3.7.8 Amend, alter or repeal any resolution of the Council of Members which by its terms provides that it shall not be amended, altered or repealed by a Committee; and
3.7.9 Take any other action not prohibited by applicable Washington law.
SECTION 4. COUNCIL OF MEMBERS MEETINGS
4.1 Regular Meetings
The Board of Directors shall convene regular Council of Members meetings. The frequency, day and time of those meetings shall be decided by the Board in consultation with the Council of Members.
4.2 Annual Meetings
The Board of Directors shall convene an annual business meeting of the Council of Members. The day and time of this meeting shall be decided by the Board in consultation with the Council of Members.
4.3 Place of Meetings
All meetings shall be held at a place designated by the Board of Directors.
4.4 Notice of Council of Members Meetings
Notice of and agenda for regular and annual meetings shall be given to Member Organizations not less than 5 days before the scheduled meeting.
SECTION 5. BOARD OF DIRECTORS
5.1 Powers and Duties
The affairs of the SWC shall be managed by a Board of Directors. It is the duty of the Board to advance the mission of the SWC. The Board shall have and exercise the power and responsibility to manage all the affairs and interests of the SWC as enumerated in these by-laws, except for those powers and duties reserved to the Council of Members.
5.2 Number of Board Members
The Board of Directors shall consist of at least seven (7) and no more than eleven (11) designated Organizational Member Representatives.
5.3 Elections of Board Members
5.3.1 The following considerations should be taken into account when Board Members are nominated and selected. The individuals so chosen should: come from a Member Organization that has mission congruence with the SWC; have administrative/ organizational development experience; be well-positioned within their Member Organization; have an ability to bring resources to the SWC; be knowledgeable about the SWC and its workings; have technical expertise related to the SWC’s strategic goals; have a proven track record of participation and support; and have a willingness to engage and devote the needed time.
5.3.2 The Chair shall appoint, with the approval of the Board, a Nominating Committee. That Committee shall consist of at least 2 Board members and 1 other person from the Council of Members. The Committee shall nominate a slate of candidates and forward that list to the Board.
5.3.3 The Board shall accept, reject or amend that slate of candidates before submitting it to the Council of Members for consideration. The slate of candidates shall be forwarded to the Council of Members at least two weeks before the election is held. The Council of Members shall elect Board Members from that slate of candidates at the following Council of Members meeting. The candidates receiving the most votes shall be elected to the open positions.
5.3.4 Elections of Member Representatives to the Board shall be held on an as needed basis, and as terms expire or Directors resign.
5.4 Board Member Terms
All members of the Board shall be elected for three-year staggered terms, however, the Nominating Committee and Board may direct terms of less than 3 years for new Board Members to maintain staggered terms. Board Members shall continue to serve until their successor is elected.
A Director may resign at any time by delivering a written notice to the Board’s Chair and the Executive Director. The Board may fill vacancies for the remainder of any vacant terms without forming a Nominations Committee. To do that, the Board shall submit the names of Member Representatives they are proposing, to the Council of Members for their approval.
5.6 Board Meetings
The Board shall meet monthly or at a frequency determined from time to time by the Board. Special meetings may be held whenever called by the Chair or by a majority of the Directors.
5.7 Board Decision-Making
In addition to the general decision-making rules in Section 2.2 Decision-Making, any single Board of Directors Member may invoke a two-meeting decision process for any decision being considered by the Board of Directors. If invoked, that process would require a decision to be requested and discussed at one meeting, and decided upon at the following meeting. To initiate this process, the Board Member desiring to invoke this process shall state that they want to invoke the two-meeting rule prior to the question being called.
5.8 Notice of Board Meetings
Notice of and agenda for regular and special meetings shall be given to all Directors not less than 5 days before the scheduled meeting.
No member of the Board shall receive compensation from the SWC for fulfilling their regular duties as a Board Member. Board Members may be compensated for other duties when specifically authorized by a vote of the Board.
SECTION 6. BOARD MEMBER OFFICERS
6.1 Officers of the Board
The officers of the SWC shall be a President, referred to as the Chair, a Vice President, referred to as the Vice Chair, and a Secretary/Treasurer.
6.2 Duties of Officers
6.2.1 The Chair’s duties shall include convening Board and Council of Members meetings. In consultation with the Executive Director, the Chair shall be responsible for setting the dates, times and locations for those meetings; proposing the agenda for those meetings; calling them to order; and conducting them in an orderly fashion.
6.2.2 The Vice Chair shall be responsible for, and assume, the duties of the Chair, when the Chair is absent, cannot be reached or cannot perform those duties.
6.2.3 The Secretary/Treasurer shall be responsible for maintaining knowledge of the SWC’s records and shall aid in ensuring that Board and Council of Members meeting minutes, notes, and decisions are accurately documented and maintained. The Secretary/Treasurer shall also be responsible for maintaining knowledge and oversight of the SWC’s finances, budgets and accounting records.
6.3 Election of Officers
The officers shall be elected annually by the Board from amongst the members of the Board.
SECTION 7. EXECUTIVE DIRECTOR
The Executive Director shall serve at the pleasure of the Board of Directors, be supervised by them and report to them. The duties of this position, on behalf of the SWC and Board, include, but are not limited to:
7.1.1 Acting as its chief executive officer;
7.1.2 Managing all personnel and personnel matters, including the development, revision and elimination of all positions; and the hiring, directing, supervising, rewarding, promoting, disciplining, demoting and firing of all staff;
7.1.3 Responsibility for all of assets, banking, financing, budgeting, grant development and management, contract development and management, and all other fiscal matters, and shall regularly report to the Board on those matters;
7.1.4 Advancing the SWC’s mission;
7.1.5 Planning and directing all work, programs and projects; and
7.1.6 Communicating with and reporting to the Council of Members and Board.
SECTION 8. COMMITTEES
8.1 Creation and Purposes
Committees undertake the primary, substantive work of the SWC. The Board of Directors may establish such standing and special committees as necessary to carry out the purposes of the SWC. Committees shall operate under the direction of the Board and the Executive Director and make recommendations for consideration, except where explicit decision-making authority has been granted to the committee by the Board.
The Board shall appoint Committee Members from Organizations which are Members of the SWC, except in those circumstances where this requirement would limit access to needed expertise. Qualifications for Committee membership include the required expertise and the willingness to participate regularly. Membership shall be confirmed as needed by the Board. New members may be proposed at any time by common agreement of the Committee and the Board. Committee members shall serve without compensation unless specifically approved by the Board.
Committee Chairs shall be appointed by the Board. The Committee Chair shall be responsible for organizing the Committee and carrying out the directives of the Board and the Executive Director. The Board shall appoint Chairs for Committees based on recommendations from the members of those Committees, or on the Board’s authority. The Board shall confirm the Chair’s term as needed. The Board may also, at their discretion, appoint a Chair and authorize the Chair to assemble a Committee.
Any Committee may be abolished by a vote of the Board at any time.
9.1 SWC Offices
The principal office of the SWC shall be located at a place so designated by the Board.
The Board of Directors shall have the authority to retain any necessary staff and/or contactors. Specific actions in this area will normally be delegated to the Executive Director, as a part of his or her normal administrative duties on behalf of the SWC.
The Board of Directors 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 SWC. Such authority may be general or confined to specific instances and shall be further defined in a Financial Policies & Procedures Manual.
No loans shall be contracted on behalf of the SWC 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.
9.5 Loans or Extensions of Credit
No loans shall be made, and no credit shall be extended by the SWC, to its Member Representatives or Organizations, Board members and officers, or staff.
9.6 Checks, Drafts and other Financial Instruments.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the SWC shall be signed by such officer or officers, or agent or agents, of the SWC and in such manner as is determined by resolution of the Board and defined in Board adopted Financial Policies & Procedures.
All funds of the SWC not otherwise employed shall be deposited promptly to the credit of the SWC in such banks, trust companies or other depositories as the Board may select.
9.8 Books and Records
The SWC shall keep at its principal office copies of its current Articles of Incorporation and Bylaws; correct and adequate records of accounts and finances, notes of the proceedings of its Board and any notes 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.
9.9 Accounting Year
The accounting year of the SWC shall be designated by the Board and defined in Board adopted Financial Policies & Procedures.
9.10 Financial Audit
The SWC shall conduct financial audits as outlined in Board adopted Financial Policies & Procedures. 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.
SECTION 10. CONFLICT OF INTEREST
A conflict of interest may exist when a participant in the SWC has another interest or loyalty that could, or may appear to, influence or impair that individual’s ability to act in the best interests of the SWC. A conflict of interest may also exist when a participant in the SWC’s activities directly or indirectly benefits financially from an SWC action. Individuals who either have, or may appear to have, a conflict of interest shall report that interest to the other Members of the Board, Council of Members or Committee on which they serve, or to the Executive Director. That individual, and the Members of that particular SWC body, shall take steps to resolve or mitigate the conflict in question prior to conducting further relevant business.
SECTION 11. GENERAL STANDARD OF CONDUCT
A Director, Member Representative, Committee Member, or Staff Member shall discharge his or her duties in good faith, with the care an ordinarily prudent person in a similar position would exercise under similar circumstances and in a manner he or she reasonably believes to be in the best interest of the SWC.
SECTION 12. IDEMNIFICATION
Council of Members Representatives and Alternates, Board of Directors Members, Staff and Employees shall have no personal liability to the SWC for monetary damages for their conduct on behalf of the SWC, except for acts or omissions that involve intentional misconduct, a knowing violation of law, or for any transaction from which they or their Organization will receive a benefit in money, property or services to which they or their Organization are not legally entitled. The SWC shall also continually maintain Director’s & Officer’s Insurance, General Liability Insurance, and Employment Practices Liability Insurance as an additional protection to those who serve or work for the SWC.
SECTION 13. PRECEDENCE AND AMENDMENT OF BYLAWS
These Bylaws shall be subordinate to the Articles of Incorporation, but shall take precedence over all other policies of the SWC. These Bylaws may only be amended by the Council of Members. If amendments are desired, the Board shall give notice to the Council of Members, per the requirements for notice in these Bylaws.