Windward is structured according to a set of Bylaws. One of the provisions of those Bylaws is that any proposed changes have to be published in the Windward newsletter for a minimum period of time before the changes can be voted on by our Board of Directors. Since Windward is governed by a reprentative form of consensus, the members need time to look over any proposed changes.

PROPOSED CHANGES TO

BYLAWS OF

THE WINDWARD FOUNDATION

(July 1996)

posted December 14, 1997

ARTICLE 5, SECTION 2: NUMBER AND QUALIFICATIONS. The Council shall consist of between three and five Directors, only one of which may be an Apprentice, as those terms are described in these Bylaws. Directors shall qualify for office without discrimination on the basis of sex, race, creed, national origin, or disability. Directors need not be residents of the State of Washington nor Citizens of the United States of America, but, except for the Apprentice Director, must hold the position of Leader as described in these Bylaws. The Apprentice Director must currently be pursuing a program of study at the Corporation. Directors may have such qualifications as the Board may prescribe by amendment to these Bylaws.


ARTICLE 3, SECTION 4: TERMINATION OF MEMBERSHIP. The Council may, by an affirmative vote of a minimum of all the Directors, excepting one, suspend a member for an act the Council deems inimical against the Corporation. Thirty days after a written notice of suspension has been posted in the designated location for membership notices at the Corporation, the Council may, by an affirmative vote of not less than all of the Directors, excepting for one, terminate the membership and expel the member.


ARTICLE 5, SECTION 7: VOTING RIGHTS. Each Director shall have an equal vote in determining issues decided by the Council. The Head of Council will vote only in those instances where it is necessary to pass a motion or break a tie.


ARTICLE 4, SECTION 8: QUORUM. 60% of the Directors shall constitute a Quorum for the transaction of business at any Board meeting, excepting those cases that require the affirmative votes of no fewer than 80% of the Directors, pursuant to these Bylaws. Those actions may only be considered at a meeting where no fewer than 80% of the Directors are present. If a quorum is not present at a meeting, a majority of the Directors present may adjourn the meeting.


ARTICLE 9: AMENDMENTS Except as otherwise required by law, these Bylaws may be amended or repealed and new Bylaws adopted by an affirmative vote of 80% of the Directors at any meeting, provided: 1) written notice of the intention to amend, repeal or adopt new Bylaws is posted at the Membership Notice Location for 60 days prior to consideration by the Council and distributed to all Directors 30 days prior to said vote by Council.