THE WINDWARD FOUNDATION
AMENDED BYLAWS-------------
ARTICLE 1: OFFICES
The principal office of The Windward Foundation ("the Corporation") shall be located at its principal place of business or such other place as the Board of Directors ("the Board") may designate. The Corporation may have such other offices, either within or without the State of Washington, as the Board may determine or as the affairs of the Corporation may require from time to time.
ARTICLE 2: PURPOSES
The purposes for which this Corporation is organized are as follows:
A. The primary purposes and powers are: to organize, develop and sponsor courses of instruction, training and education; to engage in research, development and advancement of science and engineering; to publish or disseminate, by any and all means, materials and information for the purpose of education and training.
B. Other purposes and powers are: to own, acquire, construct, improve, maintain, repair, guard, operate, and dispose of facilities and personal properties incident to the primary purposes and other properties of every kind and nature whatsoever for the common benefit of its members and students (hereinafter referred to as "the facilities"); and
C. To receive and hold gifts, bequests, devises, purposes, or leases, or otherwise, either absolutely or in trust, such facilities, or any of them, whether real, personal, or mixed property; to sell, convey, expend, transfer, give, dedicate, or otherwise dispose of any facilities, without limitation, except such limitations, if any, as may be contained in the instrument under which the property is received; to act as trustee for any of the above mentioned purposes, receiving, holding, managing, administering, and expending property and funds in accordance with the trusts under which the property and funds are acquired and held; to receive, own, hold, manage, administer, and expend the principal and income of stocks, bonds, obligations, or other securities of any corporation, domestic or foreign, but only for the aforementioned purposes; and
D. To enforce all covenants and agreements applicable to members in accordance with the Bylaws of the Corporation; and
E. To do and engage in any and all lawful activities that may be incidental or reasonably necessary to any of the foregoing purposes, and to have and exercise all rights and powers which a non-profit corporation organized under the laws of the State of Washington can be authorized to have and exercise.
F. In all events and in all circumstances, and notwithstanding merger, consol idation, reorganization, termination, dissolution, or winding up of this Corporation, voluntary or involuntary, or by operation of law, the following provisions shall apply:
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1. This Corporation shall be operated for the purposes set out in this Article.
2. No transfer by gift, bequest, devise, sale or lease, or otherwise, of any property to the Corporation shall be received and accepted if it is conditioned or limited in such a manner as to require the disposition of the income or its principal as shall, in the opinion of its Directors, be contrary to the aforesaid purposes.
3. The Corporation shall never be operated for the primary purpose of carrying on a trade or business for profit.
4. No part of the net earnings of the Corporation shall inure to the benefit of any member.
5. None of the assets of the Corporation shall be distributed to or for the benefit of any member.
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ARTICLE 3: MEMBERS
SECTION 1: CLASSES OF MEMBERS. The Corporation shall have three classes of members. Additional classes of members, the manner of appointment of each class of members, and the qualifications and rights of each class of members, may be established by amendment to these Bylaws. The designation of each class of member shall be Steward and Apprentice.----------
SECTION 2: SELECTION OF MEMBERS.
Steward: Upon fulfillment of the conditions listed below, an Apprentice may apply for Steward recognition. Such recognition can be blocked only by three negative votes of the Board:
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1. Successful completion of a program of study of 24 or more credits with the Corporation;
2. Payment of 24 months' tuition to the Corporation;
3. Acknowledgment that the member has received, read, understood and agreed to be bound by the Bylaws of the Corporation and its policies and procedures; and
4. Affirmation that the member supports the fundamental principles of the Corporation as expressed in the Bylaws and is prepared to exercise the rights, privileges and responsibilities of membership. |
APPRENTICE: Any person who has reached the age of majority as determined by the State of Washington may be proposed for Apprentice membership by any Steward in good standing. The proposed Apprentice must have completed more than one but less than 24 credits of study with the Corporation and agree to the following conditions:
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1) Follow the guidance of the Sponsoring Steward;
2) Recognize the authority of the Board;
3) Acknowledge that the Apprentice has received, read, understood and agreed to be bound by the Bylaws of the Corporation and its policies and procedures; and
4) Affirm that the Apprentice supports the fundamental principles of the Corporation as expressed in the Bylaws, and is prepared to undertake a course of study with the intention of exercising the rights, privileges and responsibilities of membership. |
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SECTION 3: VOTING RIGHTS. Each member shall be entitled to representation in proportion to the number of credits successfully completed with the Corporation. A total of five Directors shall be chosen as follows:
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1) Three Directors shall be chosen through the proxy process from the pool of Stewards in residence as of the convening of any ordinary meeting of the Board.
2) One Director shall be chosen through the proxy process from the pool of Apprentice members who have earned three full credits as described herein. If there are no qualified Apprentices, then the number of Directors selected under Section 3.1 shall be increased by one.
3) Credits earned by anyone whose membership has been suspended or terminated will not be considered for purposes of allocating representation on the Board. |
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SECTION 4: TERMINATION OF MEMBERSHIP. The Board may, by an affirmative vote of a minimum of all Directors, excepting one, suspend a member for an act the Board deems inimical against the Corporation. Any person who's membership has been suspended shall not be in good standing with the Corporation. Thirty days after written notice of suspension has been personally delivered to the affected member and posted in the designated location for membership notices at the Corporation, the Board may, by an affirmative vote of not less than all of the Directors, excepting for one, terminate the membership and expel the member. ----------
SECTION 5: RESIGNATION. Any member may formally resign membership in this Corporation at any time by notifying any Director, who shall then notify the Board of said resignation.
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RESIGNATION WITHOUT PREJUDICE: A resigning member will make appropriate arrangements to satisfy any debts, commitments or responsibilities to any other member or the Corporation. When all parties agree that those arrangements have been carried out, the member's resignation will be considered to be Without Prejudice.
RESIGNATION WITH PREJUDICE: Any member may resign at any time without fulfilling current commitments. Such a withdrawal will be considered to be With Prejudice and the member will cease to be a part of this Corporation in any manner whatsoever. If such a member later petitions the Board for reinstatement, an affirmative vote by no less than three of the five Directors is required for approval. |
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SECTION 6: TRANSFER OF MEMBERSHIP: Membership in this Corporation is not transferable or assignable. ----------
SECTION 7: SPONSORING OF APPRENTICE MEMBERS. Each Apprentice must have the guidance of a Steward during their program of study. Most often this will be the Steward who petitioned the Board to accept the Apprentice. In the event that the sponsoring Steward either withdraws or is unable to continue their sponsorship, the Apprentice must obtain the sponsorship of another Steward in order to continue with a program of study. A Steward may sponsor one Apprentice for each 24 credits that the Steward has completed.
ARTICLE 4: MEETINGS
SECTION 1: ANNUAL MEETING. The annual meeting of the Board for the purpose of transacting such business as may properly come before the Board shall be held on the regular June meeting of each year, or at such other place and time as may be designated by the Board.----------
SECTION 2: REGULAR MEETINGS. By resolution, the Board may specify the date, time and place for the holding of regular meetings without notice other than such resolution. ----------
SECTION 3: SPECIAL MEETINGS. Special meetings of the Board or any Committee of the Board may be called by, or at the request of, the President or any three Directors, or in the case of a Committee meeting, by the Chairman of the Committee.----------
SECTION 4: MEETINGS BY TELEPHONE. Members of the Board may participate in a meeting of such Board by conference telephone or similar communications equipment whereby all participants can hear each other at the same time. Participation by such means shall constitute presence in person at such meeting.----------
SECTION 5: MANNER OF ACTING. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board; unless the act of a greater number is required by law, the Articles of Incorporation or these Bylaws. Each Director shall have one vote. Any action which is required or permitted to be taken by the Directors at a meeting may be taken without a meeting if a written consent setting forth the actions taken is signed by all the Directors entitled to vote on the matter. Such consent shall have the same effect as a unanimous vote of the Directors, and shall be filed with the Minutes of the Corporation.----------
SECTION 6: NOTICE. Notice of annual meetings and regular meetings of the Board shall not be required if the meetings are held at a consistent time specified by the Board at least one month in advance. Notice of annual or regular meetings to be held at a different time or place, and notice of any special meetings, shall be given at least three days prior thereto by telephone or by notice delivered personally.
The designated Membership Notice Location shall be in a prominent place in the dining hall at the Corporation's principal place of business.
Any Director may invite non-member guests to attend the annual and regular meetings of the Board.
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SECTION 7: WAIVER OF NOTICE. Whenever any notice is required to be given to any Director, a waiver thereof in writing signed by the person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.----------
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.----------
SECTION 9: PROXIES. Proxy votes shall be permitted in any voting at any meeting of the Board. Authorization for proxy voting must be in writing and presented to the Board at the beginning of any meeting. Proxies may be made to any person in good standing and eligible to receive such proxies, or may be designated "null" by the holder of such credits. Such "null" proxies will have no effect on any manner of acting whatsoever of the Corporation.
All proxies shall be recorded in the Proxy Log and remain in effect until withdrawn in writing or until the anniversary of their issuance, at which time they will automatically expire. Letters of proxy may be submitted by mail, addressed to the Corporate Secretary at the principal address of the Corporation. Partial proxies are not acceptable and will be deemed ineffective. A proxy holder may choose to terminate a proxy by filing a written statement with the Board prior to any meeting.
Any member of the Corporation may file a death proxy which has been witnessed by one other member of the Corporation at the time of signing. Said death proxy will take effect only upon the death of the member and remain in full force and effect for three years.
ARTICLE 5: BOARD OF DIRECTORS
SECTION 1: GENERAL POWERS. The affairs of the Corporation shall be managed by a Board of Directors----------
SECTION 2: NUMBER AND QUALIFICATIONS. The Board shall consist of between three and five Directors, only one of which may be an Apprentice as that term is 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 Steward as described in these Bylaws. The Apprentice Director must currently be pursuing a program of study at the Corporation or have completed a program of study and serving on the Board pursuant to Article 5, Section 5, herein. Directors may have such qualifications as the Board may prescribe by amendment to these Bylaws.
No two members who are related by either marriage or kinship in the first degree may simultaneously serve as Directors.
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SECTION 3: DUTIES. It shall be the duty of the Directors to:
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1. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, Bylaws, or Policies and Procedures of this Corporation.
2. 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. Supervise all officers, agents and employees of the Corporation to assure that their duties are performed properly.
4. Meet at such times and places as required by these Bylaws.
5. Register their addresses with the Secretary of the Corporation. Notices of meetings will be mailed, faxed or delivered personally to them at such addresses and shall be valid notices thereof. |
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SECTION 4: ELIGIBILITY. All members who have not issued proxies shall be eligible to serve as Directors. ----------
SECTION 5: SELECTION. The process of selecting Directors will be the first order of business at all meetings of the Board. The position of First Director is determined by adding 1) the credits earned by each Steward, and 2) the credits held by each Steward through the proxy process.
The Steward who speaks for the greatest number of credits will hold the position of First Director and shall preside over all meetings and oversee corporate business as First Director. The Stewards speaking for the second, third, and fourth largest groups of credits shall be recognized as the Second, Third, and Fourth Directors, respectively.
An Apprentice must earn three full credits to qualify as a candidate to serve on the Board and will be selected by adding 1) the credits earned by each Apprentice and 2) the credits held by each Apprentice through the proxy process. The Apprentice who speaks for the greatest number of credits will hold the position of Apprentice Director. If there is no Apprentice who qualifies to be on the Board pursuant to this section, the last sitting Apprentice Director shall remain on the Board until such time as there is a qualifying Apprentice.----------
SECTION 6: TENURE. A Director may remain on the Board so long as that Director continues to qualify under the proxy process set forth in Section 5. An Apprentice will not be eligible to serve as Apprentice Director if that member 1) withdraws from a program of study or 2) completes the program of study except as provided for in Section 5 above. ----------
SECTION 7: VOTING RIGHTS. Each Director shall have an equal vote in determining issues decided by the Board.----------
SECTION 8: MANNER OF ACTING. The act of a majority of the Directors shall be the act of the Board, unless the act of a greater number is required by law or by these Bylaws. ----------
SECTION 9: COMPENSATION. Directors shall not receive a salary for their services. However, expenses incurred in the performance of directors' duties may be reimbursed. This is not to be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.----------
SECTION 10: NON-LIABILITY OF DIRECTORS. The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation or any member or Director of the Corporation.----------
SECTION 11: INDEMNIFICATION. The Corporation shall to the extent permitted by law indemnify, save and hold harmless all Directors, officers, employees or agents of the Corporation, their heirs, executors, and administrators, against liability and against expenses reasonably incurred by them in connection with any action, suit or proceedings, to which they may be a party by reason of their being or having been a Director, officer, employee or agent of the Corporation, except in relation to matters as to which they shall be finally adjudged in such action, suit, or proceeding to be liable for gross negligence or willful misconduct. The foregoing rights of indemnification shall not be exclusive of other rights to which they may be entitled.----------
SECTION 12: INSURANCE. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provision of this article. ----------
ARTICLE 6: OFFICERS
SECTION 1: OFFICERS. The officers of the Corporation shall be a President, Vice- President, Secretary, Treasurer, and such additional officers as determined by action of the Board from time to time. A member may concurrently hold more than one office, with the exception of the offices of President and Secretary, which may not be held concurrently by the same member. ----------
SECTION 2: ELECTION AND TERM OF OFFICE. The office of President shall be filled by the First Director; the office of Vice-President shall be filled by the Second Director; the office of Proxy Recorder shall be filled by the Third Director, and the office of Arbitrator shall be filled by the Fourth Director. The offices of Secretary and Treasurer, as well as any additional offices created by the Board, including Assistant Secretaries and Assistant Treasurers, shall be filled by members appointed by the First Director. The Second Director shall have the power to veto any appointment. ----------
SECTION 3: REMOVAL. All Directors are subject to removal by the membership through proxy process at any regularly scheduled meeting. In the event that either the First Director or the Second Director fail to be sustained in office by the membership, the offices of President and Vice-President will be automatically transferred to their successors.
All appointed officers, including Secretary and Treasurer, serve at the discretion of the President and may be removed and replaced by the President at any time. Any appointed officer may also be removed by an affirmative vote by four Directors at any meeting. ----------
SECTION 4: VACANCIES. Other than those offices filled by Directors as part of their office, a vacancy because of death, resignation, removal, disqualification or other reason, may be filled by the President when such vacancy occurs. In the event of such vacancy, the Secretary shall consult the Proxy Log to determine the member who represents the next greatest number of credits, who shall then assume the position of Director. ----------
SECTION 5: PRESIDENT. The President shall be the principal executive officer of the Corporation and shall generally supervise and control all of the business and affairs of the Corporation. The President shall preside at all meetings of the members and of the Board. The President may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by the Bylaws or by statute to some other officer or agent of the Corporation; and in general the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time. ----------
SECTION 6: VICE-PRESIDENT. In the absence of the President or in the President's inability or refusal to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice-President shall perform such other duties as from time to time may be assigned by the President.----------
SECTION 7: PROXY RECORDER. The Proxy Recorder is responsible for all matters pertaining to members' proxies and shall maintain a Membership Log listing all credits earned by members and all current proxies. The Proxy Recorder will call Board meetings to order by first asking for and recording any proxy changes. If a change in representa- tion dictates a change in membership of the Board, that change will occur prior to any other business.----------
SECTION 8: ARBITRATOR. The Arbitrator shall oversee the process of settling all disputes brought before the Board. ----------
SECTION 9: TREASURER. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board shall determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article 9 of these Bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or by the Board. ----------
SECTION 10: SECRETARY. The Secretary shall keep the minutes of all meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these Bylaws, be custodian of the corporate records, keep a register of the post office address of each member which shall be furnished to the Secretary by such member, and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or the Board.
ARTICLE 7: COMMITTEES
SECTION 1: COMMITTEES. The Board may appoint general or specific Committees by a resolution adopted by a majority of the Directors at a regularly scheduled meeting. Committees will not have, nor may they exercise, the authority of the Board in the management of the Corporation, but shall pursue such areas of activity as specified in the forming resolution.
The First Director will appoint a Committee Chairman to preside over the actions and meetings of the Committee. The Committee Chairman shall then appoint members to the Committee, who shall be either Stewards or Apprentices in good standing, unless otherwise specified in the forming resolution. Committees can be disbanded, and Committee members removed, if the Board determines that it is in the interests of the Corporation to do so. ----------
SECTION 2: TERM OF OFFICE. Each member of a Committee shall continue as such until the Committee is terminated, such member resigns, is removed from the Committee, or ceases to qualify as a member in good standing of the Corporation. ----------
SECTION 3: VACANCIES. Vacancies in the membership of any committee may be filled by appointments in the same manner as provided in the case of the original appointments.----------
SECTION 4: QUORUM. Unless otherwise provided in the resolution of the Board designating a Committee, a majority of the whole Committee shall constitute a quorum, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Committee. ----------
SECTION 5: RULES. Each Committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board.
ARTICLE 8: ADMINISTRATIVE PROVISIONS
SECTION 1: BOOKS AND RECORDS. The Corporation shall keep copies of its current Articles of Incorporation and Bylaws at its principal or registered office, correct and adequate records of accounts and finances, minutes of the proceedings of the Board and any Committees of the Board, records of the name and address and class, if applicable, of each member and Director, the name and address of each officer, and such other records as may be reasonably necessary. All books and records of the Corporation shall be open at any reasonable time, upon ten days written notice, to inspection by any Steward in good standing or to a representative of more than five percent of the membership.----------
SECTION 2: FISCAL YEAR. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December of each year. ----------
SECTION 3: CONTRACTS. The Board may authorize any officer or officers, or agent, or agents, of the Corporation, in addition to the officers so authorized by these Bylaws, 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. ----------
SECTION 4: CHECKS, DRAFTS, ETC. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corpor ation, shall be signed by such officer or officers, agent or agents of the Corporation in such a manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or the Vice- President of the Corporation. ----------
SECTION 5: DEPOSIT. 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 may select. ----------
SECTION 6: GIFTS. The Board may accept on behalf of the Corporation any contri bution, gift or bequest or devise for general purposes or for any special purpose of the Corporation. ----------
SECTION 7: CERTIFICATES OF MEMBERSHIP. The Board may provide for the issuance of certificates evidencing membership in the Corporation, which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President or Vice-President and by the Secretary or an Assistant Secretary. All certificates evidencing membership of any class shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the Corporation.----------
SECTION 8: DUES. Neither Stewards nor Apprentices shall be required to pay dues in order to maintain their membership in the Corporation.
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 Board and distributed to all Directors 30 days prior to said vote by the Board.
ARTICLE 10: ARBITRATION
SECTION 1: ARBITRATION AS POLICY. As a condition to participation in the Corporation, members of Windward acknowledge a commitment to the process of arbitration as the primary means for settling disagreements.
SECTION 2: DISPUTES BETWEEN MEMBERS. Any member having a dispute with another member is encouraged and directed to arrange for the settlement of the dispute by making whatever arbitrational arrangements are mutually satisfactory.
In the event that mutually satisfactory arrangements are not arrived at, a member may present the matter in writing to the Arbitrator asking for a review of the Grievance. If the Arbitrator determines that it is in the best interests of the Corporation for this matter to be resolved, the Arbitrator will proceed with the arbitration process according to procedures as specified by the Board.
ARTICLE 11: LIMITATIONS
SECTION 1: POLITICAL ACTIVITY. This Corporation shall not contribute to nor take part in political activities at the local, county, state or national level. Members of this Corporation shall be free to participate in such activities as they see fit, so long as their activities are clearly dissociated from their membership in this Corporation.
SECTION 2: RELIGIOUS ACTIVITY. This Corporation shall not contribute to, endorse, nor affiliate with any religious organization. This limitation is not intended to prevent the Corporation from participating in public activities which are sponsored, conducted or promoted by a religious organization, so long as the public activity promotes the purposes of this Corporation and a clear distinction between this Corporation and the religious organization can be maintained.
The foregoing Amended Bylaws were adopted by the Board of Directors on December 14, 2005.
/s/ T. Brooks Landers, Secretary
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