BYLAWS OF CLEANAPPS.ORG

  • ARTICLE 1. GENERAL
    • Name. The name of this corporation shall be CleanApps.org (the “Corporation” or “CleanApps“).
    • Purposes. This Corporation is organized exclusively for one or more lawful purposes as specified in Section 501 (c)(6) of the Internal Revenue Code of 1986, as it now exits or as hereafter amended (the “Code“), including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(6) of the Code. The specific purposes of this Corporation are to improve business conditions for software vendors by engaging with organizations attempting to limit or otherwise regulate the distribution of monetized software applications and services. The foregoing purposes may be modified or amended from time to time by the Board of Directors of the Corporation (the “Board“) consistent with the requirements of Section 501(c)(6) of the Code.
    • Principal Office. The principal office and place of business of this Corporation shall be in Bellevue, Washington, or at such other location in the State of Washington as may, from time to time, be determined by the Board. The Corporation may have such other offices, either within or without the State of Washington, as the Board may designate or as the business of the Corporation may require from time to time.
    • Registered Agent. The registered agent of the Corporation shall be as set forth in the Articles of Incorporation of the Corporation (the “Articles“) or any amendment thereto.
  • ARTICLE 2. MEMBERSHIP
    • Classes of Members. The Corporation shall have two classes of members: (1) Controlling Members and (2) Associate Members (collectively, “Members” or the “Membership”). The Board may establish types of Members within each class of Membership as it may deem to be in the best interests of the Corporation. No entity or individual may hold Membership in more than one class of Members at the same time.
      • Controlling Members. Any entity whose primary business is monetizing software applications and services that they either own or control, and who satisfies such additional Membership criteria (if any) as may be approved by the Board, shall be eligible for Membership as a Controlling Member on approval of any such entity’s Membership application under the approval procedure determined by the Corporation. Each Controlling Member is entitled to one vote on all matters open to Member voting. Any Representative (defined below) of a Controlling Member may hold office and participate in the business and activities of the Corporation on behalf of the Controlling Member. Entities owned and substantially controlled by the same owning entity shall not be entitled to have separate memberships.
      • Associate Members. Any entity or individual who benefits from the distribution of monetized software applications and services, and who satisfies such additional Membership criteria (if any) as may be approved by the Board, shall be eligible for Membership as an Associate Member on approval of any such entity or individual’s Membership application under the approval procedure determined by the Corporation. Representatives of Associate Members and Associate Members may attend meetings, participate in activities, and receive Members-only benefits, but no Representative of any Associate Member, and no Associate Member, shall be entitled to vote or hold office in the Corporation.
    • Representatives. Each Member is entitled to appoint a number of Representatives, as determined by the Board, to represent it at any Member meeting and in the affairs of the Corporation (each, a “Representative”). Each Representative must either be employed by, or otherwise significantly associated with, the appointing Member. Each Representative shall serve as the agent and representative of the Member who appointed him or her, and act for such Member with respect to all matters concerning the Corporation. Each Representative of a Controlling Member shall be authorized to submit the vote of the Membership interest of such Controlling Member. A Member may terminate any one or more of its Representatives at any time for any reason, and a Member may replace any or all of its Representatives at any time. If a Member chooses to remove or replace any one or more Representatives who is then serving in any office of the Corporation, including as a member of the Board, the Member is not entitled to have its replacement Representative take over and assume the responsibilities of any such position within the Corporation. No Representative shall have any rights to remain a Representative and a Representative’s status as such shall be determined solely by the Member who appointed such Representative. No Representative may serve as a Representative for more than one Member at the same time.
    • Duties of Members. It shall be the duty of all Members to support the aims and purposes of the Corporation and to pay all dues and fees as may be levied from time to time by the Corporation on its Members. The Membership fees and dues (“Membership Fees”) shall be fixed from time to time by the Board, and need not be equal for all Members, and the Board, in its discretion, may fix Membership Fees and/or waive the requirement of any such Membership Fees for any one or more Members.
    • Good Standing. Members who have timely paid the required Membership Fees and are not otherwise in violation of Section 2.14.3 of these Bylaws shall be Members in good standing.
    • Voting Rights. Only Controlling Members in good standing shall have the right to vote on the election of directors of the Board (“Directors”), and on any additional matters as determined by the Articles, these Bylaws, the Board, or as required by Law. Each Controlling Member shall be entitled to one vote on each matter that is submitted to the vote of the Members. Associate Members shall not have the right to vote on any matter.
    • Member Meetings.
      • Annual Meeting. An annual meeting of Members shall be held on a date determined by the Board. At the annual meeting, Directors shall be elected and other proper business may be transacted, provided, however, that any action that may be taken at an annual meeting may, at the discretion of the Board, be taken by written ballot without a meeting.
      • Special Meetings. The President, the Board, or not less than 10% of the Controlling Members entitled to vote at such meeting, may call special meetings of the Members for any purpose. Any written request for such meeting will specify the general nature of the business proposed to be transacted at such meeting and submitted to the President or Executive Director of the Corporation. Any Special Meeting must provide an opportunity to participate by Controlling Members entitled to vote on any business proposed to be transacted at such meeting, by telephone or electronic communication, as set forth in Section 2.6.4, below. No business, other than the business the general nature of which was set forth in the notice of the meeting, may be transacted at the special meeting.
      • Place of Meetings. All meetings of Members shall be held at the principal office of the Corporation or at such other place within or without the State of Washington, including online, designated by the President, the Board, by the Members entitled to call a meeting, or by a waiver of notice signed by all Members entitled to vote at the meeting.
      • Meetings by Telephone and Electronic Meetings. Members may participate in or conduct meetings of any committee by telephone or electronically, as long as all persons participating in the meeting can hear each other and be heard. Any other meeting of the Members may be conducted, in whole or in part, by telephone or electronic transmission so long as the Corporation implements reasonable measures to provide Controlling Members in person (or by proxy, if allowed) a reasonable opportunity to participate in the meeting and vote on all matters submitted to such Members, and the Corporation retains a record of any action taken at such meeting by telephone or electronic transmission.
      • Notice of Meetings. The President, the Secretary, or the Board shall cause to be delivered to each Controlling Member entitled to notice of or to vote at the meeting, either personally, by mail, by facsimile transmission, or by electronic transmission, not less than ten (10) nor more than fifty (50) days before the meeting, written notice stating the place, date, and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. At any time, upon the written request of not less than 10% of the Controlling Members entitled to vote at the meeting, it shall be the duty of the Secretary to give notice of a special meeting to be held at such date, time, and place as the Secretary may fix, not less than ten (10) nor more than thirty‑five (35) days after receipt of such written request, and if the Secretary shall neglect or refuse to issue such notice, the person or persons making the request may do so and may fix the date, time, and place for such meeting. If such notice is mailed, it shall be deemed delivered when deposited in the official government mail properly addressed to the Controlling Member at his or her address as it appears on the records of the Corporation with postage thereon prepaid. Notices by electronic transmission must be delivered in accordance with Section 2.7 of these Bylaws.
      • Waiver of Notice. Whenever any notice is required to be given to under the provisions of these Bylaws, the Articles, or applicable Washington law, 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 deemed equivalent to the giving of such notice.
    • Electronic Transmission. The Corporation may deliver to a Member notices, demands, consents, or waivers by electronic transmission, if such Member has consented to receive such electronically transmitted communications. The consent must designate the message format accessible to the Member and the address, location, or system to which the notices or other document may be electronically transmitted. Notice provided in an electronic transmission is effective when it: (a) is electronically transmitted to an address, location, or system designated by the recipient for that purpose, and is made pursuant to the consent provided by the recipient; or (b) has been posted on an electronic network and a separate record of the posting has been delivered to the recipient together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.
    • Voting by Ballot. Whenever the Members are to vote on the election of Directors or on any proposal for action which could be taken at any regular or special meeting of Members, the Members may, in the discretion of the Board, and consistent with Washington law, vote by written ballot without a meeting pursuant to the Bylaws. A written ballot shall be mailed or given to every Controlling Member entitled to vote on the matter. The written ballot shall set forth the time by which the ballot must be received in order to be counted and the minimum number of written ballots which must be returned to meet the quorum requirement. If the vote by ballot is for a matter other than the election of Directors, the written ballot shall: (i) set forth the proposal to be voted on, and for this purpose related proposals may be grouped as a single proposal in the written ballot; (ii) offer the Member a choice between approval and disapproval on each such proposal; and (iii) specify that the proposal must be approved by a majority of written ballots voting on the proposal, provided that sufficient written ballots are returned to meet the quorum requirement. In any election of Directors, any proxy or written ballot in which the candidates are named and which is marked “withhold” or otherwise to indicate that the authority to vote for the election of a candidate or candidates is withheld, shall not be voted for or against the election of such candidate or candidates. Approval 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 required to be present at a meeting of Members 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. Members voting by mail or electronic transmission are present for all purposes of quorum, count of votes, and percentages of total voting power present.
    • Record Date. The Board may fix in advance a date as the record date to determine voting Controlling Members, not more than thirty (30) or less than ten (10) days, prior to the date the vote is to occur. If the Board does not make such determination, the record date shall be the date on which the notice of the meeting is mailed or e-mailed to Members. For the purposes of these Bylaws, any Controlling Member in good standing at the close of business on the record date shall be a Member of record as of such date. At least ten (10) days before the annual meeting, the Corporation shall make available a complete electronic list of the Members. The electronic list shall be subject to the inspection of any Member during the whole time of the meeting for any purposes.
    • Proxies. No voting by proxy will be allowed. Representatives may only cast a vote for the Member they represent.
    • Quorum Requirements.
      • Quorum for Meeting of Members. Other than as set forth in Section 2.11.2 below, one tenth of the Controlling Members of the Corporation entitled to vote, represented in person or electronically, shall constitute a quorum at a meeting of the Members. If less than a quorum of the Controlling Members entitled to vote is represented at a meeting, either in person or electronically, a majority of the Controlling Members so represented may adjourn the meeting from time to time without further notice.
      • Quorum for Certain Items of Business. For any vote of Members that is required pursuant to Section 9.1 of these Bylaws, one half of the Controlling Members entitled to vote, represented in person or electronically, shall constitute a quorum. Any such vote shall be separated from any vote of Members that is not required pursuant to Section 9.1 of these Bylaws, such that the quorum required to vote such matters not required by Section 9.1 of these Bylaws, at the same meeting or in the same ballot, shall be as set forth in Section 2.11.1, above.
      • Manner of Acting. The vote of a majority of the votes entitled to be cast by the Controlling Members represented in person or electronically at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the Controlling Members, unless a greater proportion is required by applicable Washington law, the Articles, or these Bylaws. Notwithstanding the foregoing, for any vote of Members required pursuant to Section 9.1 of these Bylaws, the quorum required for such vote is as set forth in Section 2.11.2, above, and the vote of a majority of the votes entitled to be cast by the Controlling Members represented in person or electronically at a meeting at which such quorum is present shall be necessary for the adoption of any such matter.
      • Action After Withdrawal of Quorum. The Controlling Members entitled to vote present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough Controlling Members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the Controlling Members required to constitute a quorum, or, if required by the Code, the Articles, or these Bylaws, the vote of any such greater number as may be required by the Code, the Articles, or these Bylaws.
    • Adjourned Meetings. A meeting may be adjourned to any time and place the majority of Controlling Members entitled to vote present at the meeting may determine without new notice being given to such Members, whether by reason of the failure of a quorum to attend or otherwise. If a quorum shall not be present at any meeting, and the Controlling Members fail to adjourn the meeting as aforesaid, the officer of the Corporation entitled to preside at such meeting shall have the power to adjourn the meeting by announcing the place and time to which such meeting has been adjourned, without new notice being given to the Controlling Members.
    • Action Without Meeting. Any action required by law to be taken at a meeting of the Members, or any action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by (a) all of the Controlling Members entitled to vote with respect to the subject matter thereof or (b) a majority of such Members. Such consent shall have the same force and effect as (a) a unanimous vote of the Controlling Members or (b) a majority vote, respectively, and shall be inserted in the minute book as though it were the minutes of a meeting of the Members.
    • Term and Termination of Membership.
      • Term of Membership. Membership shall be for such a term as determined by the Board, provided, that the Board cannot change the term of an outstanding Membership prior to its expiration, except as provided under Section 2.14.2 of these Bylaws.
      • Termination of Membership. A Membership shall terminate on the occurrence of any of the following events: (a) resignation of the Member; (b) expiration of the period of Membership, unless the Board has determined that such Membership shall be renewed on renewal terms fixed by the Board; (c) failure of a Member to timely pay Membership Fees; or (d) termination of a Membership under Section 2.14.3 of these Bylaws. Any Member may resign from Membership by filing a written resignation with the Corporation. Such resignation does not relieve the resigning Member of the obligation to pay any Membership Fees or other charges that are accrued and unpaid.
      • Suspension and Termination. Membership may be suspended or terminated for: (a) willful nonpayment of the Member’s financial obligations to the Corporation; (b) material failure to observe the rules and regulations of the Corporation, as set forth in the Membership Agreement or Code of Conduct; or (c) for engaging in conduct that is seriously detrimental to the best interest of the Corporation, its purposes, its Members, or its interests. A determination that any Member has met any of the foregoing conditions, and that such Member should be suspended or terminated, shall require the affirmative vote of two-thirds (2/3) majority of Directors at a meeting of the Board at which a quorum is present. If any such vote passes, the Board shall send written notice of the pending suspension or termination to the Member via email, and shall include a statement of the reasons for the suspension or termination and a copy of this Section of the Bylaws. Within ten (10) days after the mailing of this notice, the Member may request, in writing, a hearing on the suspension or termination. If a hearing is requested, the Board may, at its option, meet with such Member, or may appoint a hearing committee to hear the Member. Either the Board or hearing committee may confirm or reject the suspension or termination, which decision shall be final. If no hearing is requested, then the suspension or termination will be effective ten (10) days after the mailing of the notice. If a hearing was requested and the determination of the Board was affirmed, the suspension or termination shall be effective ten (10) days after such hearing. The suspension or termination of Membership does not relieve the Member of the obligation to pay any Membership Fees or other charges that are accrued and unpaid.
    • No Liability of Members. A Member shall not, solely because of such Membership, be personally liable for the debts, obligations, or liabilities of the Corporation.
  • ARTICLE 3. BOARD OF DIRECTORS
    • General Powers. Subject to the applicable provisions and limitations of Washington law and any other applicable laws, and subject to any limitations of the Articles or Bylaws regarding actions that require approval of the Members, the activities and affairs of the Corporation shall be managed by the Board, and all corporate powers shall be exercised by or under the direction of the Board.
    • Number of Directors. The Board shall consist of not less than three (3) nor more than nine (9) Directors, the specific number to be set by resolution of the Board. The number of Directors may be changed from time to time by amendment to these Bylaws, provided that no decrease in the number shall have the effect of shortening the term of any incumbent Director.
    • Qualifications. Upon their election or appointment, Directors shall be current Representatives of Controlling Members in good standing, and no more than one Representative from any Controlling Member may serve as a Director at any one time. Directors may have such other qualifications as the Board may prescribe by amendment to these Bylaws.
    • Election of Directors.
      • Classes of Directors. The Board shall be divided into two classes of Directors, designated as Class 1 and Class 2. The number of Directors in each class will be divided as equally as reasonably possible, provided that the number of Directors in any class of Directors shall not exceed the number of Directors in any other class by more than one Director. At each election of the Board, one class of Directors will be elected, and thereafter each year at successive annual Board elections, a different class of Directors shall be elected, with each Director in each class to be elected for a term to run until the second annual Board election following the election of such class of Directors. The initial Directors shall serve as Class 1 Directors, and shall serve until the annual election of Directors in 2019, and each Class 1 Director shall thereafter serve a two-year term, until the annual election in each following odd-numbered year. Additional Directors shall serve as Class 2 Directors, and shall be elected at the annual election of Directors in 2018, and shall thereafter serve a two-year term, until the annual election in each following even-numbered year. The election of Directors may be conducted by mail in such manner as the Board shall determine.
      • Term of Office. Unless a Director dies, resigns, or is removed, he or she shall hold office until the second annual meeting of the Board following his or her election, or until his or her successor is elected, whichever is later.
      • Vacancies. A vacancy in the position of Director should remain that way until the next annual meeting, but may be filled by the affirmative vote of at least two-thirds (2/3) of the remaining Directors. A Director who fills a vacancy shall serve for the unexpired term of his or her predecessor in office. Within one month of filling any vacancy on the Board that became open by the resignation or removal of any Director, if such vacancy was filled without an election of Members, the Board shall provide notice to the Controlling Members, which notice shall include general information about the circumstances causing the vacancy, and the qualifications of, and methodology for selecting, the new Director.
      • Nominating Procedures. Each Controlling Member shall be entitled to nominate one (1) Representative who is qualified for election as a Director under Section 3.3, which nomination must be submitted to the Corporate Secretary by no later than ten (10) business days prior to the record date for any vote taken for any election of Directors. A list of proposed candidates for election to the Board nominated by Controlling Members shall be submitted to the Board by the Corporate Secretary no later than five (5) business days prior to the record date for any vote of Directors. The list of proposed candidates shall be reviewed by the Board, and said list shall be final, unless the Board shall, by the vote of at least two-thirds (2/3) of the currently serving Directors, direct that the name of any Representative who is qualified to be elected as a Director be added or deleted from the list. After receiving approval by the Board, the Corporate Secretary shall forward to each Controlling Member entitled to vote, together with the written ballot or proxy to be sent to all Controlling Members, a list of all candidates nominated as a Director, including any candidates nominated by the Board as provided herein.
      • Solicitation of Votes. The Board shall formulate election procedures that allow a reasonable opportunity for each nominee for election as a Director to communicate to Controlling Members the nominee’s qualifications and the reasons for the nominee’s candidacy, a reasonable opportunity for a nominee to solicit votes, and a reasonable opportunity for all Controlling Members to choose among the nominees.
      • Vote Required to Elect Directors. Those eligible nominees for positions as Directors who receive the highest number of votes, up to the number of Directors to be elected, shall be elected. A Vote is only valid if at least a quorum of Controlling Members entitled to vote, as set forth in Section 2.11 herein, has voted.
    • Resignation and Removal of Directors.
      • Resignation. Any Director may resign at any time by delivering written notice to the President or the Secretary at the registered office of the Corporation, or by giving oral or written notice at any meeting of the Directors. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
      • Removal. At a meeting of Members called expressly for that purpose, one or more Directors (including the entire Board) may be removed from office, with or without cause, by two-thirds of the votes cast by Controlling Members then entitled to vote on the election of Directors represented in person or by proxy at a meeting of Members at which a quorum is present.
      • Termination of Representative. The termination of the appointment by any Controlling Member of a Representative that is then serving as a Director, will not terminate such former Representative’s position on the Board. If any Controlling Member believes that it is not in the best interests of the Corporation for an individual such Controlling Member has terminated from their position as a Representative to continue service as a Director, such Member shall provide notification to the Board that includes reasoning for such belief. If the Board receives such notification within 90 days from the date such individual has been removed from his or her position as a Representative of the Controlling Member, the Board shall consider the notification in full, and may vote to affirm the position of such individual on the Board, or, alternatively, may call a Special Meeting of Controlling Members entitled to vote to the election of Directors to remove such Director from the Board.
    • Meetings of the Board.
      • Annual Meeting of the Board. The annual meeting of the Board may be held without notice immediately prior to, or following, the annual meeting of Members for the purposes of electing officers and transacting such business as may properly come before or after the meeting.
      • Regular Meetings of the Board. By resolution, the Board may specify the date, time, and place for the holding of regular meetings without other notice than such resolution.
      • Special Meetings of the Board. Special meetings of the Board or any committee designated and appointed by the Board may be called by or at the written request of the President or any two Directors, or, in the case of a committee meeting, by the chairperson of the committee. The person or persons authorized to call special meetings may fix any place either within or without the State of Washington as the place for holding any special Board or committee meeting called by them.
      • Place of Meetings. All meetings shall be held at the principal office of the Corporation or at such other place within or without the State of Washington, including online, designated by the Board, by any persons entitled to call a meeting, or by a waiver of notice signed by all Directors.
      • Notice of Special Meetings. Notice of special Board or committee meetings shall be given to a Director in writing or by personal communication with the Director not less than ten (10) days before the meeting. Notices in writing may be delivered or mailed to the Director at his or her address shown on the records of the Corporation or given by facsimile or electronic transmission. Neither the business to be transacted at, nor the purpose of any special meeting need be specified in the notice of such meeting. If notice is delivered by mail, the notice shall be deemed effective when deposited in the official government mail properly addressed with postage thereon prepaid. Notices by electronic transmission must be delivered in accordance with Section 2.7 of these Bylaws.
      • Waiver of Notice. Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Articles, or applicable Washington law, 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 deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the waiver of notice of such meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
      • Quorum. Fifty percent (50%) of the number of Directors in office shall constitute a quorum for the transaction of business at any Board meeting. If a quorum is not present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
      • Manner of Acting. The act of the majority of the Directors present at a meeting at which there is a quorum shall be the act of the Board, unless the vote of a greater number is required by these Bylaws, the Articles, or applicable Washington law.
      • Presumption of Assent. A Director of the Corporation present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention is entered in the minutes of the meeting, or unless such Director files a written dissent or abstention to such action with the person acting as secretary of the meeting before the adjournment thereof, or forwards such dissent or abstention by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.
    • Action by Board Without a Meeting. Any action which could be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action so taken is signed by each of the Directors. Such written consents may be signed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same document. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board meeting.
    • Board Committees.
      • Formation. The Board, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more standing or temporary committees, each of which shall consist of two or more Directors. Such committees shall have and exercise the authority of the Directors in the management of the Corporation, subject to such limitations as may be prescribed by the Board; except that no committee shall have the authority to: (a) amend, alter or repeal these Bylaws; (b) elect, appoint or remove any member of any other committee or any Director or officer of the Corporation; (c) amend the Articles; (d) adopt a plan of merger or consolidation 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 therefor; (g) adopt a plan for the distribution of the assets of the Corporation; or (h) amend, alter or repeal any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by a committee. The designation and appointment of any such committee 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.
      • Quorum; Manner of Acting. A majority of the number of Directors composing any committee shall constitute a quorum, and the act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of the committee.
      • Resignation. Any member of any committee may resign at any time by delivering written notice thereof to the President, the Secretary or the chairperson of such committee, or by giving oral or written notice at any meeting of such committee. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
      • Removal of Committee Member. The Board, by resolution adopted by a majority of the Directors in office, may remove from office any member of any committee elected or appointed by it.
    • Compensation. The Directors shall receive no compensation for their service as Directors but may receive reimbursement for expenditures incurred on behalf of the Corporation.
    • Telephonic Meetings. Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee 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.
    • Conflicts of Interest. Any Director who could be perceived as having potential for a material conflict of interest on an issue before the Board or one of its committees shall refrain from discussion of the issue in question, except as asked for expert opinion, and shall abstain from all votes on the issue. Officers and other Directors shall remind the Director with such potential conflict of this responsibility, should he or she fail to notice it.
  • ARTICLE 4. OFFICERS
    • Officers and Duties.
      • Number and Qualifications. The officers of the Corporation shall be a President, a Secretary, and a Treasurer, each of whom shall be elected by the Board. Other officers and assistant officers, including Vice Presidents, may be elected or appointed by the Board, such Vice Presidents, officers, and assistant officers to hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any officer may be assigned by the Board any additional title that the Board deems appropriate. Any two or more offices may be held by the same person, except the offices of President and Secretary.
      • President. The President shall be the chief executive officer of the Corporation, and, subject to the Board’s control, shall supervise and control all of the assets, business, and affairs of the Corporation. The President shall preside over meetings of the Members and the Board, unless otherwise designated by resolution of the Board. The President may sign deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation or are required by law to be otherwise signed or executed by some other officer or in some other manner. In general, the President shall perform all duties incident to the office of President and such other duties as are assigned to him or her by the Board from time to time.
      • Secretary. The Secretary shall: (a) keep the minutes of meetings of the Members and the Board, and minutes which may be maintained by committees of the Board; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records of the Corporation; (d) keep records of the post office address and class, if applicable, of each Member and Director and of the name and post office address of each officer; (e) sign with the President, or other officer authorized by the President or the Board, deeds, mortgages, bonds, contracts, or other instruments; and (f) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the Board.
      • The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws; and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board.
    • Election and Term of Office. The officers of the Corporation shall be elected by the Board. Unless an officer dies, resigns, or is removed from office, he or she shall hold office until the date his or her successor is elected.
    • Employment Agreements. When authorized by the Board, any officer may be appointed for a specific term under a contract of employment. Notwithstanding that such officer is appointed for a specified term or under a contract of employment, any such officer may be removed from office at any time pursuant to Section 4.5.2, below, and shall have no claim against the Corporation on account of such removal other than for such monetary compensation as the officer may be entitled to under the terms of such contract of employment.
    • Compensation. Officers shall receive no compensation for their service as officers, but may receive reimbursement for expenditures incurred on behalf of the Corporation.
    • Resignation, Removal, Vacancies.
      • Resignation. Any officer may resign at any time by delivering written notice to the President, a Vice President, the Secretary or the Board, or by giving oral or written notice at any meeting of the Board. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
      • Removal. Any officer or agent elected or appointed by the Board may be removed from office by the Board whenever in its judgment the best interests of the Corporation would be served thereby.
      • Vacancies. A vacancy in any office created by the death, resignation, removal, disqualification, creation of a new office, or any other cause may be filled by the Board for the unexpired portion of the term or for a new term established by the Board.
  • ARTICLE 5. EMPLOYEES OF THE CORPORATION
    • Executive Director. The Board may hire and assign duties to an Executive Director of the Corporation. The Executive Director shall be responsible for the day-to-day management of the Corporation, and shall have the power, subject to the oversight of the Board, to hire and dismiss other employees and agents of the Corporation, to determine compensation for such employees, and to establish policies and procedures applying to such employees. The Executive Director shall be assigned other duties and given such compensation as the Board may determine in its discretion, and shall serve at the pleasure of the Board, with due consideration to any contract entered into by the Executive Director and the Corporation, as approved by the Board. The Executive Director shall not have voting privileges, and is not considered an Officer of the Corporation.
  • ARTICLE 6. INDEMNIFICATION
    • Limitation of Liability. No current or former Director shall be personally liable to the Corporation or its Members for monetary damages for any conduct as a Director, provided, however, that this section shall not eliminate or limit the liability of a Director for acts or omissions that involve intentional misconduct by a Director or a knowing violation of law by a Director or for any transaction from which the Director will receive a benefit in money, property, or services to which such Director is not legally entitled; and provided, this limitation shall not eliminate or limit the liability of a Director for any act or omission prior to the date when this provision becomes effective.
    • Coverage Provided. Each officer of the Corporation and each Director shall be indemnified by the Corporation against all expenses reasonably incurred by him or her in connection with any action, suit, or proceeding to which he or she may be a party, defendant, or with which he or she may be threatened by reason of his or her being or having been an officer or a Director, or by reason of having acted pursuant to a resolution of the Board, but an officer or Director shall not be indemnified for any matter which he or she is held liable for gross negligence or misconduct in the performance of his or her duties. The term “expenses” includes the amount paid in satisfaction of a judgement or in the settlement of a claim if the settlement is approved by a majority of the Board other than those involved, or by a majority of the Controlling Members. The right of indemnification under this article shall not exclude any other right to which an officer or Director may be entitled, nor restrict the Corporation’s right to indemnify or reimburse an officer or Director in a legal case even though not specifically provided for herein.
    • Advancement of Expenses. To the fullest extent permitted by law, expenses incurred by a person seeking indemnification under Article 6 of these Bylaws in defending any proceeding covered by this Article may, in the discretion of the Board, be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Corporation for those expenses.
    • Insurance. The Corporation shall have the right (but not the obligation) to purchase and maintain insurance to the fullest extent permitted by law on behalf of its officers, Directors, employees, and other agents, against any liability asserted against or incurred by any officer, Directors, employee, or agent in such capability or arising out of the officer’s, Director’s, employee’s, or agent’s status as such.
  • ARTICLE 7. CONFLICTS OF INTEREST
    • Multiple Interests of Directors or Officers. No contract or transaction between the Corporation and one or more of its Directors or officers, or between the Corporation and the Controlling Member that such Director or officer is a Representative of, or between the Corporation and any other association, partnership, or other organization in which one or more of its Directors or officers are directors or officers, or have a financial interest therein, shall be void or voidable solely for such reason, or solely because the Director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because his or her vote is counted for such purpose, nor shall the Director or officer be required to account to the Corporation for any profit or benefit derived from such contract or transaction if: (a) his or her interest, including the interest of the Controlling Member that such Director or officer is a Representative of, is disclosed or is known to the Board or the committee and the Board or committee in good faith authorizes the contract or transaction by a vote sufficient for such purpose without counting the vote of the interested Director; or (b) his or her interest is disclosed or is known to the Controlling Members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the Controlling Members; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof, or the Controlling Members.
    • Quorum at Board Members’ Meeting. Interested Directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee thereof which authorized the contract or transaction
  • ARTICLE 8. ADMINISTRATIVE PROVISIONS
    • Books and Records. The Corporation shall keep at its principal or registered office copies of its current Articles and Bylaws; correct and adequate records of accounts and finances; minutes of the proceedings of its Members and Board, and any minutes which may be maintained by committees of the Board; records of the name and address and class, if applicable of each Member and Director, and of the name and post office address of each officer; and such other records as may be necessary or advisable. All books and records of the Corporation shall be open at any reasonable time to inspection by any Member of three months standing or to a representative of more than five (5) percent of the Membership.
    • Accounting Year. The accounting year of the Corporation shall be the calendar year.

 

  • ARTICLE 9. AMENDMENTS
    • Amendments by Board. Subject to the rights and limitations of Controlling Members herein, the Board may adopt, amend, or repeal Bylaws unless the action would: (i) materially and adversely affect the Controlling Members’ rights as to voting, dissolution, redemption, or transfer, or (ii) be in violation of the Washington Nonprofit Corporation Act or the Code. Once Controlling Members have been admitted to the Corporation, the Board may not, without the approval of the Controlling Members entitled to vote, and pursuant to the quorum requirements of Section 2.11.2 above, adopt, amend, or repeal any Bylaw provision that would: (i) fix or change the minimum or maximum number of a variable range of authorized number of Directors; (ii) change from a fixed number of Directors to a variable number of Directors or vice versa; (iii) increase or extend the terms of Directors; (iv) allow any Director to hold office by designation or selection rather than by election by the Controlling Members; (v) allow the Board to fill a vacancy in the Board occurring by reason of removal of a Director; (vi) increase the quorum for Controlling Members’ meetings; (vii) repeal, restrict, create, expand, or otherwise change proxy rights; (viii) authorize cumulative voting for the election of Directors; (ix) materially and adversely affect the Controlling Members’ rights as to voting, dissolution, redemption, or transfer, or (x) authorize a new class of Membership that is, or the Representatives of which are, entitled to vote or hold office.
  • ARTICLE 10. LIMITATION OF ACTIVITIES AND DISTRIBUTION OF ASSETS
    • Limitation of Activities. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(6) of the Code. This Corporation is neither organized for profit, nor organized to engage in an activity ordinarily carried on for profit, and no part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its Members, directors, or other private persons, except that this Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in its Articles of Incorporation.
    • Distribution of Assets. Upon the voluntary dissolution of this Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(6) of the Code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

The foregoing Bylaws were adopted by the Board of Directors on March 21, 2018.