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| Last updated: 03 April, 2001 | |
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 BYLAWS OF _______________________________________ ARTICLE I - NAME, PURPOSE Section 1: The name of the organization shall be _________________________________. Section 2: The ______________________________ is organized exclusively for charitable, scientific and educational purposes, more specifically to____________________________________________________. ARTICLE II - MEMBERSHIP Section 1: Membership shall consist only of the members of the board of directors. ARTICLE III - ANNUAL MEETING Section 1: Annual Meeting. The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place. Section 2: Special Meetings. The Chair or the Executive Committee may call special meetings. Section 3: Notice. Notice of each meeting shall be given to each voting member, by mail, not less than ten days before the meeting. ARTICLE IV - BOARD OF DIRECTORS Section 1: Board Role, Size, and Compensation. The Board is responsible for overall policy and direction of the Council, and delegates responsibility for day-to-day operations to the Council Director and committees. The Board shall have up to _________ and not fewer than __________ members. The board receives no compensation other than reasonable expenses. Section 2: Meetings. The Board shall meet at least __________, at an agreed upon time and place. Section 3: Board Elections. Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current directors. Section 4: Terms. All Board members shall serve _____ year terms, but are eligible for re-election. Section 5: Quorum. A quorum must be attended by at least _____ percent of the Board members before business can be transacted or motions made or passed. Section 6: Notice. An official Board meeting requires that each Board member have written notice two weeks in advance. Section 7: Officers and Duties. There shall be five officers of the Board consisting of a Chair, Vice Chair, Secretary and Treasurer. Their duties are as follows:
Section 8: Vacancies. When a vacancy on the Board exists, the Secretary may receive nominations for new members from present Board members two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term. Section 9: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors. Section 10: Special Meetings. Special meetings of the Board shall be called upon the request of the Chair or one-third of the Board. The Secretary shall send out notices of special meetings to each Board member postmarked two weeks in advance. ARTICLE V - COMMITTEES Section 1: The Board may create committees as needed, such as fundraising, housing, etc. The Board Chair appoints all committee chairs. Section 2: The five officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors. Section 3: Finance Committee. The Treasurer is chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. The Board or the Executive Committee must approve any major change in the budget. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public. ARTICLE VI - AMENDMENTS Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements. These Bylaws were approved at a meeting of the Board of Directors of _____________ on _______________________, 20XX. Attest:____________________________. Caveat: This publication was prepared to provide accurate information regarding the topics covered. Legal requirements and non-legal administrative practice standards discussed in the document are capable of change due to new legislation, regulatory and judicial pronouncements, and updated and evolving guidelines. Whatcom Council of Nonprofits is providing this information for your reference, and this service does not constitute an engagement to provide legal, tax, or other professional services on either the part of WCN or the professionals who authored and/or reviewed it. If you require professional assistance on these or other nonprofit tax or administrative law issues, please contact an attorney, accountant or other professional advisor, or the relevant government agency. 
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