Preamble: Name. Purposes and Objectives
Section 1. Name
The name of this organization shall be Clarion West.
Section 2. Purposes
This corporation is organized exclusively for religious, charitable, scientific, or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Code). Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code.
The purposes of Clarion West are the promotion of writing and the education of writers; to make the tools and the craft of writing available to all in an inclusive and welcoming manner; and to serve as a network for communication between writers and people interested in writing.
Section 3. Objectives
The objectives of Clarion West Board of Directors will be to plan, finance, and execute those means by which its purposes may be achieved.
Article II: Board of Directors
Section 1. Composition of the Board of Directors
Clarion West shall have a Board of Directors consisting of no less than seven voting members. Every effort consistent with these bylaws shall be made to encourage diverse representation on the Board of Directors. The Executive Director of Clarion West may serve as an ex-officio member of the board. The Workshop director, or her/his designee, will serve as an ex-officio board member.
Section 2. Election and Replacement of Directors
Directors shall be nominated and elected by the Board of Directors. A two-thirds vote of the entire board shall be required for election to the board. Directors shall be elected or re-elected to a two-year term, their term beginning at the first meeting of the new year, if possible. Directors elected at a meeting other than the first meeting of the new year will have their terms counted as if they had been elected at the first meeting of that calendar year unless they are filling the unexpired portion of a board position that has become vacant in mid-term
In the case of a resignation or vacancy, the Board of Directors or a designated committee shall recommend a successor to complete the unexpired term who then must be approved by two-thirds majority of the entire board. Any Director may resign by giving written notice to the Chair or the Secretary.
A leave of absence may be granted to a Director by a two-thirds vote of the Board of Directors, provided it is for reasonable cause and duration, and provided that the Director’s duties will be filled, either through the election of a temporary replacement, or through the reallocation of duties among the remaining Directors.
Any Director may be removed, with cause, by a vote of two-thirds of the remaining Directors. Any director proposed to be removed shall be entitled to written notice of the reason and 14 days written notice of the meeting at which such removal is to be voted upon. Absence from two (2) consecutive meetings of the Board of Directors may be grounds for removal.
Section 3. Meetings
The Board of Directors shall meet at for the annual meeting in January, and then as often as required for performance of their duties, the minimum number of meetings in a year to be four, one every quarter.
Written notice of regular meetings other than the annual meeting need only be made by providing each member with the adopted schedule of regular meetings for the coming year at any time after the annual meeting and at least ten days prior to the next succeeding regular meeting and at any time when requested by a member.
Special meetings may be called by a majority vote of the Executive Committee or by a poll of one-third of the Directors, or by any of the Officers. Special meetings may be conducted by phone or email, or any other electronic meeting media.
In case of a special meeting, the purpose or purposes for which the meeting is called shall be stated in the notice.
One-third of the Board of Directors, but not less than five, shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at a meeting shall be the act of the Board of Directors, except in instances where these bylaws or superseding statutes otherwise specify.
Directors may attend and participate in any meeting of the Board of Directors or any committee thereof by means of conference telephone or computer meeting software which allows all persons participating in the meeting to hear each other at the same time, as provided by the Washington Non-Profit Corporations Act. However, the Board shall not be required to meet at a place that provides remote communications equipment or capabilities.
A Director unable to attend a meeting in person or electronically may be allowed to vote on a scheduled motion by communicating in email or by letter in advance to the Chair.
The board may take action without a meeting under certain circumstances, namely if (a) sufficient written consents for the action are signed by Directors entitled to vote on the matter or (b) emails or similar electronic transmissions consenting to the action from sufficient Directors entitled to vote on the matter are sent to the Secretary or Board Chair.
Section 4. Powers and Duties
The Board of Directors will make all major policy decisions of Clarion West.
It will consider and facilitate policy for Clarion West, in accordance with the purposes of these bylaws, and direct and assure projects necessary to carry out that policy.
It will oversee and assure compliance of all projects with the financial reporting required by funding sources and state, local, and federal law. It will elect the Officers of Clarion West at the annual meeting each year.
It will appoint standing committees and establish ad hoc committees as the need may arise.
It will exercise all other powers appropriate to the governance of the corporation.
No director shall receive compensation for his or her services as a member of the board. Board members with a conflict of interest, or who think they may have a conflict of interest, are required to disclose the conflict/potential conflict, and are prohibited from voting on any matter in which there is a conflict.
Conflicts of interest shall be defined by the Conflict of Interest Policy.
Article III: Officers
Section 1. Officers
The officers of the corporation shall be a Chair, Vice-Chair, Secretary, and Treasurer, each of whom shall be elected by the Board of Directors.
Section 2. Election, Terms and Replacement
Officers shall be elected by two-thirds majority vote of the Board of Directors at the annual meeting, which shall be the first meeting of the year.
Each officer will hold office for two years, or in the case of an officer’s resignation or leave, until a replacement has been chosen and voted into office. Any officer may resign from office through written notice to the Chair. Any vacancy in office, for whatever reason, will be filled by the Board of Directors for the unexpired portion of the term.
Section 3. Duties
The Chair will have the following duties: conducting meetings of the Board of Directors; being the official spokesperson for the Board of Directors; appointing, with the approval of the Board of Directors, committees established by the Board of Directors; preparing agendas for meetings of the Board of Directors; and ensuring that the Board, Executive Director, and committees effectively carry out their assigned duties.
The Secretary will have the following duties: arranging the recording of the minutes of the Board of Directors, ensuring, with the Executive Director, that the minutes from the annual meeting are filed with the Washington Secretary of State.
The Treasurer will have the following duties: ensuring that records are kept of all funds of Clarion West and allocations thereof, reviewing the budget and presenting it to the Board of Directors for approval; and reporting to the Board of Directors on the financial condition of Clarion West at the request of the Chair or the Board of Directors.
Article IV: Committees, and Councils
Section 1. Committees
The Board of Directors may establish such Standing Committees as it may deem advisable.
The Board of Directors may establish such Ad Hoc Committees as it deems necessary to implement the short term objectives of Clarion West. The Chairs of Ad Hoc Committees will be appointed by the Board Chair with the approval of the Board of Directors. Ad hoc committees will be limited in scope and duration.
Section 2. Advisory Councils
The Board of Directors may establish such Advisory Councils as it deems necessary. An Advisory Council may be established to advise, comment and work with the Board on any matter before the Board of Directors or its committees or activities of Clarion West. The membership of Councils, including the Advisory Council, will be appointed by the Chair with the approval of the Board of Directors.
Article V: Amendments
These Bylaws may be altered or amended by a three-fourths vote of the Board of Directors at a regular or special meeting where notice of the proposed change has been given as an item of business for said meeting at the previous meeting.
Article VI Indemnification
Clarion West shall carry D & O insurance for the express purpose of indemnifying its Directors, Officers, Employees, and Volunteers volunteering at Clarion West sponsored events according to the terms of “indemnified person” in the purchased insurance.
Article VII: Dissolution of the Corporation
Upon the winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to a non-profit fund, foundation, or corporation as similar in mission to Clarion West as possible, which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Code).