The organization is a community of professionals who are dedicated to the understanding and facilitation of change in organizations.
1(b) Nonprofit compliance
The organization shall be a nonprofit corporation. No part of the net earnings of the organization shall inure to the benefit of or be distributed to its members, directors, officers, or other private persons except when authorized and empowered to pay reasonable compensation for services rendered, or to make payments or distributions in furtherance of the purposes set forth in these bylaws. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. The organization shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under 501(c)(3) (per IRS Notice 2018) of the Internal Revenue Code or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States internal revenue law.
2(a) Powers and rights of members.
Members shall have the right to
2(b) Requirement for membership
Members shall pay dues as set by the Board of Directors.
Meetings are held at predetermined location
2(c)(i) Calling meetings
The Board of Directors may call meetings of members from time to time as needed to carry out the activities of the organization. The Board of Directors shall hold an annual meeting of the membership at a time and place to be fixed by the Board of Directors. A special meeting may also be called by 25% of the members.
Notice to the membership, stating the place, day and hour of the annual meeting or a special meeting shall be provided not less than ten (10) business days nor more than fifty (50) business days before the date of the meeting, either personally or by e-mail.
2(c)(iii) Quorum and voting
Ten percent of the membership, present in person, shall constitute a quorum at a regular meeting. In the event of a special vote of the membership, other than what is outlined in 2a above, called by the Board of Directors, 10% of the membership shall constitute a quorum.
3(a) Powers and duties
The business, affairs, and property of the organization shall be managed by its Board of Directors.
The Board of Directors consists of Directors voted in by the membership on a regular basis.
The Board of Directors elects officers of the board on a regular basis.
Officers include members of the following members of the executive committee, President, Vice President, Secretary, Treasurer, and Programming Director.
There shall be no fewer than three (3) and no more than ten (10) directors. The board of Directors shall have the power to increase or decrease the number of director positions within the range authorized by these bylaws.
3(d) Term of office
The term of office for a director shall be two years, beginning in the first day of the month following the election. In order to have a board with staggered terms in the initial election of directors upon incorporation, half the directors shall be elected for an initial term of one year and (ii) if the Board increases or decreases the number of director positions, it may create positions with an initial term of one year.
A director who has served for a period of four years may not be elected or appointed to fill a position as director until that person has been out of office for two years.
3(e) Removal; filling vacancies
Any director may resign at any time by delivering written notice to the Board
3(e)(ii) Removal of a Director
The Board of Directors may remove any director from office, whenever, in its judgment, the best interests of the organization will be served thereby or the subject director has been absent for three consecutive regular monthly board meetings or three consecutive monthly meetings or the subject director has acted in a manner inconsistent with the goals and purposes of the organization.
A director may be removed from office upon the affirmative vote by the Board of Directors, taken at any regular or special meeting of the Board called for the purpose, of two-thirds of the Board of Directors then in office. Notice of the proposed removal of any director must be given to such director prior to the date of the meeting at which such removal is to be voted upon. Such notice to the director must state the cause for the proposed removal.
3(e)(iii) Filling vacancies
The Board of Directors shall appoint someone to fill any vacancy occurring on the Board, according to the needs of the organization. A director appointed to fill a position that has been vacated shall serve until the next annual election, at which time, he/she may stand for election.
3(f)(i) Calling meetings.
The Board of Directors shall meet periodically as deemed necessary. Special meetings of the Board of Directors may be called by the Executive Committee, president or by forty – percent (40%) of the directors.
3(f)(ii) Notice and waiver.
Whenever notice of a meeting of the Board of Directors is required, notice of the time, place and purpose of each meeting shall be given to each director or the persons calling the meeting, e-mail, telephone or in person, at least seven (7) days in advance of the time of the meeting.
3(f)(iii) Quorum and voting.
For the Board to conduct business, a quorum must be present. A quorum shall be 50% of the number of directors currently holding office. A director attending by telephone or videoconference shall be deemed to be present. The act of the majority of the directors, in person or electronically at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by these Bylaws or by the Articles of Incorporation.
3(f)(iv) Open meetings.
All Board of Directors meetings shall be open to the members
The officers shall be a president, vice president/ secretary and treasurer, each of whom shall be elected by the Board annually. All officers shall be ex officio directors. The officers are referred to as the executive committee.
4(b) Powers and Duties
The president shall preside at meetings of the Board of Directors and the members and shall have such other powers as the Board shall prescribe.
In the president's absence, or in his/her inability to act, the vice-president shall act with the authority of the president except as limited by the Board of Directors. The vice-president shall perform such other duties as may be assigned by the president or the Board of Directors
The secretary shall be responsible for keeping the minutes of meetings of the Board of Directors and of the membership see that all notices are given in accordance with the provisions of these Bylaws or as required by law be custodian of the records of the organization; perform all duties as may be assigned by the president or by the Board of Directors. A non-voting Admin coordinator may also fulfill these duties.
The treasurer shall oversee the accumulation and disposition of the funds and securities of the organization account for the same to the Board of Directors at least quarterly and to the membership at least annually and oversee/ensure the financial records of the organization.
4(c) Term of office; appointment; removal
An officer may hold an officer position , for up to two years, elected on an annual basis and may be elected to a third term with a vote of 75% of the board. The officers shall be elected at a meeting of the Board of Directors following the election of directors. Each of the officers shall hold office at the pleasure of the Board. Any officer may be removed from office by the affirmative vote, of a majority of all directors then in office.
The organization shall indemnify and hold harmless the officers, directors, and members to the extent and in the manner permitted by the laws of the State of Washington governing nonprofit corporations
Upon the dissolution of the corporation, the Board of Directors shall, after payment of or making provisions for the payment of all its liabilities, dispose of all its assets in such manner as do organizations operating exclusively for charitable, educational, religious, or scientific purposes under section 501 ( c ) 3 of the Internal Revenue code of 1954 (or the corresponding provision of any future United States internal revenue law), as the Board of Directors shall determine. Any assets not so disposed of shall be disposed of by the King County, WA, Superior Court, exclusively for such purposes or to such organizations as the court shall determine are organized and operated exclusively for such purposes.
These Bylaws may be amended by a vote of two-thirds of the board of the organization that vote, in person or by proxy, at a meeting called for that purpose.
The board of The Pacific Northwest Organization Development Network at a meeting held on March 13, 2014 adopted these Bylaws.