SayWhatClub

Bylaws

The SayWhatClub was incorporated in the state of Washington in 1997, and has operated under a set of Bylaws since 1998. See our SayWhatClub Bylaws below.

BYLAWS OF SAYWHATCLUB  

Incorporated in the State of Washington December 16, 1997 

Adopted by the Board of Directors in its Annual Meeting of January 4, 1998 

________________________________________________________________________ 

ARTICLE I – NAME 

The name of the Organization shall be SayWhatClub (hereinafter referred to as the corporation). 

ARTICLE II – PURPOSE  

SayWhatClub is committed to providing a forum for the hard-of-hearing, deafened, and those otherwise concerned with hearing loss. We are dedicated to maintaining an environment promoting hope, self-worth, knowledge, and growth with consideration for individuals and the SWC community. 

ARTICLE III – OFFICE OF RECORD  

Section 1. Office 

The office of record in the State of Washington shall be 18620 89th Ave. NE, Bothell, WA 98011. 

(UPDATE 11-11-2019: The office of record in the State of Washington has changed to 19804 NE 185th Street, Woodinville, WA 98077)  

Section 2. Registered Agent 

The registered agent of the corporation shall be Alan F. Sprague.  

(UPDATE 11-11-2019:  The registered agent of the corporation is Kimberly A. Ward) 

Section 3. Change of Address  

The Board of Directors of the corporation may change the registered agent and principal office of the corporation by amendment of the Bylaws followed by notification to the Washington State Secretary of State’s Office. 

Section 4. Other Offices 

The corporation may also have offices at such other places within or without the state of Washington where it is qualified to do business, as its business may require, and as the board of directors may, from time to time, designate. 

ARTICLE IV – Membership 

Section 1:

The corporation shall have no members. 

ARTICLE V – BOARD OF DIRECTORS  

Section 1: Number 

The corporation shall have seven (7) directors and collectively they shall be known as the Board of Directors. The number may be changed by amendment of these Bylaws, or by repeal of these Bylaws and adoption of new Bylaws as provided in these Bylaws. 

Section 2: Powers 

Subject to provisions of Washington law and any limitations in the Articles of Incorporation and Bylaws relating to action required or permitted to be taken, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors. 

Section 3. Duties 

It shall be the duty of the directors to: 

  1. a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws;
  2. b) Appoint and remove, employ and discharge, and except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;
  3. c) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly.
  4. d) Meet at such times and places as required by these Bylaws;
  5. e) Register their addresses with the Secretary of the corporation, and notices of meetings mailed, e-mailed, or faxed to them at such addresses shall be valid notices thereof.

Section 4: Terms of office: 

Terms of office for each position on the board of directors shall be three years with the exception of the initial terms which are specified below. 

Election of directors to the board will take place at the annual meetings. Unless a director dies, resigns, or is removed, he or she shall serve on the board until his or her successor is elected and qualified. 

There shall be 7 initial positions on the Board of Directors designated positions A, B, C, D, E, F, and G. At the initial organizational meeting, an election shall be held to fill each position which initial terms shall be staggered in such a way as to cause two or three positions to come up for election each year. 

Section 5: Compensation 

Directors shall serve without compensation except that they shall be allowed and paid reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 of this Article and reimbursed for other expenses directly related to operation of the corporation when expressly approved by the Board of Directors. Directors may not be compensated for rendering services to the corporation in any capacity other than director unless such other compensation is reasonable and is allowable under the provisions of Section 6 of this Article. 

Section 6. Restriction Regarding Interested Directors 

Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the board may be interested persons. For purposes of this Section, “interested persons” means either: 

  1. a) Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; or
  2. b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.

Section 7. Place of Meetings of the Board of Directors. 

Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such place within or without the State of Washington which has been designated from time to time by resolution of the Board of Directors. In the absence of such designation, any meeting not held at the principal office of the corporation shall be valid only if held on the written or electronically transmitted consent of all directors given either before or after the meeting and filed with the Secretary of the corporation or after all board members have been given written or electronically transmitted notice of the meeting as hereinafter provided for special meetings of the board. Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so long as all directors participating in such meetings can hear or see what one another is saying.  

Section 8. Regular and Annual Meetings 

Annual meetings of the Board of Directors shall be held the first Sunday in January at a time to be set by the Board of Directors.  

At each annual meeting, the directors shall schedule regular monthly meetings of the Board of Directors for the ensuing year, except that at its discretion, the Board of Directors may alter the schedule to accommodate needs of the members of the Board of Directors. 

At the annual meeting of directors held on January 4, 1998, directors shall be elected by the Board of Directors in accordance with this section. Cumulative voting by directors for the election of directors shall not be permitted. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. Each director shall cast one vote, with voting being by ballot only. 

Section 9. Special Meetings 

Special meetings of the Board of Directors may be called by the Chairperson of the board, the President, the Vice President, the Secretary, or by any two directors, and such meetings shall be held at the place, within or without the State of Washington or by electronic means, designated by the person or persons calling the meeting, and in the absence of such designation, at the principal office of the corporation. 

Section 10. Notice of Meetings 

Regular meetings of the board may be held without notice. Special meetings of the board shall be held upon four (4) days’ notice by first-class mail, or forty-eight (48) hours notice delivered personally or by telephone, fax, or e-mail. If sent by mail the notice shall be deemed to be delivered on its deposit in the mails. Such notices shall be addressed to each director at his or her address as shown on the books of the corporation. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given if any adjourned regular or special meeting to directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.  

Section 11. Contents of Notice 

Notice of meetings not herein dispensed with shall specify the place, day and hour of the meeting. The purpose of any board meeting need not be specified in the notice. 

Section 12. Waiver of Notice and Consent to Holding Meetings 

The transactions of any meetings of the board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as herein defined, is present and provided that either before or after the meeting each director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. 

Section 13. Quorums for Meetings. 

A quorum shall consist of a majority of the members of the Board of Directors currently holding office. 

Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the board at any meeting at which a quorum, as herein defined, is not present, and the only motion which the Chair shall entertain at such a meeting is a motion to adjourn. However, a majority of the directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the board. 

When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 10 of this article. 

The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law or the Articles of Incorporation or Bylaws of this corporation. 

Section 14. Majority Action as Board Action 

A majority of the members of the Board of Directors currently holding office is 

required to approve motions or actions that will be considered an act of the corporation 

unless the action involves a contract or transaction in which a director has 

a material financial interest in which case the number constituting a 

majority shall be based on the number of financially disinterested directors 

then sitting on the Board of Directors. 

Section 15. Conduct of Meetings. 

The Board of Directors shall elect a meeting chairperson to serve for a four month term. Such chairperson shall compile an agenda for each meeting of the Board of Directors, and shall conduct the meeting. In the event of the absence of the chairperson from a meeting for whatever reason, the President, or in his absence, the Vice President, shall preside or appoint a temporary chairperson to preside over the meeting. 

Meetings shall be conducted in any organized manner chosen by the chairperson for that meeting, insofar as such manner is not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with provisions of law. 

However, upon the request of any two members of the board of directors in attendance, a board meeting shall be conducted according to Robert’s Rules of Order insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with provisions of law. 

Section 16. Action by Unanimous Written Consent Without Meeting 

Any action required or permitted to be taken by the board of Directors under any provision of law may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. For the purposes of this Section only, “all members of the board” shall not include any director as defined in Section 6 of this Article. Such written consent or consents shall be filed with the minutes of the proceedings of the board. Such action by written consent shall have the same force and effect as the unanimous vote of the directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this corporation authorize the directors to so act, and such statement shall be prima facie evidence of such authority. 

Section 17. Vacancies 

Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased. 

The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Washington State Nonprofit Corporation law. 

Directors may be removed without cause by a majority of the directors then in office. 

Any director may resign effective upon giving written notice via mail, e-mail, or fax to the Chairperson of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Attorney General of the State of Washington. 

Vacancies on the board may be filled by approval of the board, or if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these Bylaws, or (3) a sole remaining director.  

A person elected to fill a vacancy as provided by this section shall hold office until the next annual election of the Board of Directors or until his or her death, resignation or removal from office. 

Section 18: Non-liability of Directors 

The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation. 

Section 19: Indemnification by Corporation of Directors, Officers, Employees, and Other Agents 

To the extent that a person who is, or was, a director, officer, employee or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding. 

If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with the requirements of Washington Nonprofit Corporation laws.  

Section 20: Insurance for Corporate Agents 

The Board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of Washington Nonprofit Corporation laws. 

ARTICLE VI – OFFICERS 

Section 1: Number of Officers 

The officers of the corporation shall be a President, Vice President, Secretary, and Treasurer. The Corporation may also have, as determined by the Board of Directors, a Chairperson of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the President or Chairperson of the Board.  

Section 2: Qualification, Election, and Term of Office 

Officers shall be elected by the Board of Directors at each annual meeting for terms of one year. Each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever comes first.  

Section 3: Subordinate Officers 

The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors. 

Section 4: Removal and Resignation 

Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has bee approved or ratified by the Board of Directors relating to the employment of any officer of the corporation. 

Section 5:

Any vacancy caused by the death, resignation, removal, disqualification or otherwise of any officer shall be filled by the Board of Directors. In the Event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine. 

Section 6: Duties of President. 

The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these By Laws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, he or she shall preside at all meetings of the Board of Directors. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these By Laws, he or she shall in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors. 

Section 7: Duties of Vice President 

In the absence of the President, or in the event of his or her inability or refusal to act, the vice President shall perform all the duties of the President, and when so acting shall have all the power of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the articles of Incorporation, or by these By Laws, or as may be prescribed by the Board of Directors. 

Section 8. Duties of Secretary 

The Secretary shall: 

Certify and keep at the principal office of the corporation the original, or a copy of these By Laws as amended or otherwise altered to date. 

Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof. 

(UPDATE 11-11-2019: Meeting minutes are stored online in a shared file folder.) 

See that all notices are duly given in accordance with the provisions of these By Laws or as required by law. 

Be custodian of the records and of the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or these By Laws. 

(UPDATE 11-11-2019: The seal of the corporation is no longer utilized.) 

Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney on request therefor, the By Laws, and the minutes of the proceedings of the directors of the corporation. 

In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of incorporation of this corporation, or by these By Laws, or which may be assigned to him or her from time to time by the Board of Directors. 

Section 9: Duties of the Treasurer 

Subject to the provisions of these Bylaws relating to the “Execution of Instruments, Deposits and Funds, the Treasurer shall: 

Have charge and custody of and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board. 

Receive and give receipt for, monies due and payable to the corporation from any source whatsoever. 

Disburse or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements. 

Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. 

Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefor. 

Render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corp. 

Prepare or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. 

In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. 

Section 10. Compensation 

The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the corporation, provided, however, that such compensation paid a director for serving as an officer of this corporation shall only be allowed if permitted under the provisions of Article V, Section 5 of these Bylaws. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered for the corporation which relate to the performance of the charitable or public purposes of this corporation. 

ARTICLE VII – COMMITTEES 

Section 1: Executive Committee 

The Board of Directors may, by a majority vote of directors, designate two or more of its members (who may also be serving as officers of this corporation) to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the board in the management of the business and affairs of the corporation, except with respect to: 

  1. a) The approval of any action which, under law or the provisions of these Bylaws, requires the approval of the of a majority of all of the members.
  2. b) The filling of vacancies on the board or on any committee which has the authority of the board.
  3. c) The fixing of compensation of the directors for serving on the board or on any committee.
  4. d) The amendment or repeal of Bylaws or the adoption of new Bylaws.
  5. e) The amendment or repeal or any resolution of the board which by its express terms is not so amendable or repealable.
  6. f) The appointment of committees of the board or the members thereof.
  7. g) The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected.
  8. h) The approval of any transaction to which this corporation is a party and in which one or more of the directors has a material financial interest.

By a majority vote of its members then in office, the board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require. 

Section 2: Other Committees 

The corporation shall have such other committees as may from time to time be designated by resolution of the Board. Such other committees may consist of persons who are not also members of the board. These additional committees shall act in an advisory capacity only to the board and shall be clearly titled as advisory committees.  

Section 3: Meetings and Action of Committees 

Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaws provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be fixed by resolution of the Board of Directors or by the committee. The time for special meetings of committees may also be fixed by the Board. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws. 

ARTICLE VIII – EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS 

Section 1: Execution of Instruments 

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount. 

Section 2: Checks and Notes 

Except as otherwise specifically determined by the Board of 

Directors, or as otherwise required by law, checks, drafts, and other orders 

for the payment of money shall be approved by the Board of Directors and 

signed by the Treasurer or President. A copy of the check register and monthly 

bank statement shall be furnished by the Treasurer via fax or U.S. Mail to 

the President and Secretary, and to any other Board Member requesting such 

records.  

Promissory notes or other evidence of indebtedness of the corporation 

shall be approved by the Board of Directors and signed by the Treasurer and 

President. Copies of such documents shall be faxed or mailed to the 

Secretary and to any other Board Member requesting a copy. 

Section 3: Deposits 

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select. 

The Board of Directors shall from time to time designate one director to 

receive all revenues collected by the corporation. That director shall 

record each payment (payor, date, amount, form of payment), issue 

receipts, and then shall forward all checks, money orders or 

other instruments to the Treasurer who will deposit said payments into 

the corporate checking account.  

The director designated to receive payments shall, at the end of each 

month, prepare an itemized statement showing all revenues, and send that 

statement by e-mail, fax, or mail to the President, Secretary, and any other 

member of the Board of Directors requesting such information.
 

Section 4: Gifts 

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this corp. 

ARTICLE IX – CORPORATE RECORDS, REPORTS, AND SEAL 

Section 1: Maintenance of Corporate Records 

The corporation shall keep at its principal office: 

  1. a) Minutes of all meetings of directors and committees of the board indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
  2. b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
  3. c) A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection at all reasonable times during office hours.

Section 2: Corporate Seal 

The board of Directors may adopt, use and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corp. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument. 

Section 3: Director’s Inspection Rights. 

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corp. 

Section 4: Right to Copy and Make Extracts 

Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection includes the right to copy and make extracts. 

Section 5: Annual Report 

The board shall cause an annual report to be furnished not later than one hundred twenty days (120) after the close of the corporation’s fiscal year to all directors of the corporation which report shall contain the following information in appropriate detail: 

  1. a) The assets and liabilities of the corporation as of the end of the fiscal year;
  2. b) The principal changes in assets and liabilities during the fiscal year;
  3. c) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes for the fiscal year;
  4. d) The expenses or disbursements of the corporation, for both general and restricted purposes during the fiscal year;
  5. e) Any information required by Section 7 of this Article.

The annual report shall be accompanied by any report thereon of independent accountants, or if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corp.  

Section 6: Annual Statement of Specific Transactions 

This corporation shall mail or deliver to all directors and any and all members a statement within one hundred and twenty (120) days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or transaction of the following kind: 

  1. a) Any transaction in which the corporation or its parent or its subsidiary, was a party, and in which either of the following had a direct or indirect material financial interest:

(1) Any director or officer of the corporation, or its parent or subsidiary (a mere common directorship shall not be considered a material financial interest); or 

(2) Any holder of more than 10 percent (10%) of the voting power of the corporation, its parent or its subsidiary. 

The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than fifty thousand dollars ($50,000) or which was one of a number of transactions with the same person involving, in the aggregate, more than fifty thousand dollars ($50,000). 

Similarly, the statement need only be provided with respect to indemnifications or advances aggregating more than ten thousand dollars ($10,000) paid during the previous fiscal year to any director or officer. 

Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions, stating each person’s relationship to the corporation, the nature of such person’s interest in the transaction and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated. 

ARTICLE X – FISCAL YEAR 

Section 1: Fiscal year of the Corporation 

The fiscal year of the corporation shall begin on January 1 and end on December 31 in each year. 

ARTICLE XI – AMENDMENT OF BYLAWS 

The initial Bylaws of the corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the Board of Directors unless otherwise provided in the articles of incorporation or the bylaws.  

 

ARTICLE XII – AMENDMENT OF ARTICLES 

The Board of Directors may amend the Articles of Incorporation by a vote of at least 2/3 of the current members of the Board of Directors at an annual or special meeting. Amendments to the Articles of Incorporation will become effective following the filing with and acceptance by the Secretary of State of Washington.  

ARTICLE XIII – PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS 

No member, director, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporation assets on dissolution of the corp. All members, if any, of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation of the corporation and not otherwise.
 

Signed: 

_____________________________________ 

Robert S. Elkins, President 

_____________________________________ 

Sandy Umlauf, Secretary 

_____________________________________ 

Alan Czarnek, Treasurer 

Virginia Anderson, Vice President 

Mark J. Dessert, Director 

Alan F. Sprague, Director 

Patricia Wilson, Director