Bylaws of the FAC

Article I: Name & Purpose

1.1:  Name
The Name of the non-profit corporation shall be “Fremont Arts Council” (FAC).

1.2: Purpose
The Fremont Arts Council exists solely for charitable and educational purposes, especially artistic community events.

Article II: Offices

The principal office and place of business of the corporation in the State of Washington shall be located at 3940 Fremont Ave. N., Seattle, Washington 98103, or such other place as the Board of Directors (“Board”) may designate.  The corporation may have such other offices as the Board may designate or the business of the corporation may require from time to time.

Article III: Membership

3.1: Classes of Members 
The non-profit corporation shall have one class of active members.  Active members shall be dues paying members, who can participate in events of the FAC.

3.2: Qualifications for Membership
In order to qualify for supporting membership, a member shall have paid his or her annual dues, in an amount to be fixed by the Board.  The dues shall be renewed yearly.  And will be one year from the registration date of each member, and membership is valid for one year from the registration date of each member.

Only active members will be requested and allowed to vote in elections or counted for a quorum of members.

3.3: Voting Rights
The preferred method of decision -making of the corporation and the Board is that of consensus.  A proposal shall be put to a vote of membership for amendments of the Bylaws, and in the case of election of Directors by active members, and as provided elsewhere in these Bylaws.  The Board may vote on a proposal, if no consensus.

Each member entitled to vote shall be entitled to one vote.  Each member entitled to vote at an election of Directors may cast one vote for as many persons as there are Directors to be elected.

For the purpose of determining members entitled to vote, or in order to make a determination of members for any other proper purpose, the active membership list shall be determined as by the time of the monthly meeting immediately preceding the proposal at which a vote is to take place.

3.4: Annual Meeting
Unless otherwise designated by the Board or by consensus of membership, the annual meeting of the members shall be held on the first Tuesday in February of each year, at 7:00 p.m., for the purpose of electing directors and for the transaction of such other business as may come before the meeting.  If the annual meeting is not to be held on the day designated herein, the Board shall cause the meeting to be held as soon thereafter as is reasonable.

3.5: Monthly Meetings
Monthly meetings of the members (also known as the Committee Of the Whole or COW) shall take place on the second Tuesday of each month, at 7:00 p.m., or as otherwise determined by the members.  These meetings are open to the public.

3.6: Place of Meeting
All meetings of members may be held at the principal office of the corporation or at such other place as the members may from time to time designate.

3.7: Notice of Meetings
Notice of the next COW meeting, if different than as planned, shall be given at each monthly meeting.

3.8: Quorum
A majority of the votes of active members entitled to be cast on a matter by a voting group constitutes a quorum of that voting group for action on that matter, unless a greater proportion is required by applicable Washington law, the Articles of Incorporation, or these Bylaws.

3.9: Proxies
No member may vote the member's vote by proxy.  However, a member may vote by written absentee ballot.

Article IV: Board of Directors

4.1: General Powers
The affairs of the corporation shall be managed by a Board of Directors.

4.2: Number, Tenure and Qualifications
The Board shall consist of not less than eight (To qualify for city admission taxes exemption and to be a state charitable org.) nor more than thirteen elected Directors. Each Director shall hold office for two years [or one year under special circumstances, see Section B, below] terminating at the annual meeting of the members, when Director's successor is elected and qualified.

In addition to elected Directors, there shall be Ex-officio members.  Ex-officio members shall include the Treasurer and Secretary (to be determined by the COW at the meeting following a vacancy of the position), and the most recent Past President available to fill that position.

Section B: The intent of creating a tenure of two years is to provide continuity in leadership of the organization.  A staggered Board will usually be provided for by using a tenure of 2 years due to attrition and resignations with the possible exception of cases where the majority of the Directors have resigned or are at the end of their tenure.  Under such circumstances the COW can specify some of the Director-Elects to have one-year terms on the basis of number of votes.

4.3: Election of Directors
Candidates for being a Director must be members of the Organization in good standing and eligible to vote in the election.

4.5: Annual Meeting.
The annual meeting of the Board shall be held immediately following and at the same place as the annual meeting of members, or at such other location as the Board may designate, for the purposes of electing officers and transacting such business as may properly come before the meeting.  For purposes of the corporation, the Board may chose to meet on a monthly basis, to further the good of the FAC.

4.6: Regular Meetings
By resolution the Board may provide the time and place for the holding of any additional regular meetings without any notice other than such resolution.

4.7: Special Meetings
Any officer or any director may call special meetings o f the Board.

4.8: Notice
Notice of the date, time, and place of a special meeting of the Board shall be given prior to the date set for such meeting.  Notice by telephone, mail, or other personal communication shall be sufficient notice.

4.9: Place of Meetings
All meetings shall be held at the principal office of the corporation or at such other place designated by the Board or by any persons entitled to call a meeting.

4.10: Quorum
A quorum of the Board consists of a majority of the existing number of directors.  If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation, or applicable Washington law.

4.11: Telephone Meetings
Any Director may participate in a meeting of the Directors by means of communication by which all persons participating in the meeting can hear each other during the meeting.  A Director participating in a meeting by this means is deemed to be present in person at the meeting.

4.12: Resignation
Any Director may resign at any time by delivering written notice to the President or the Secretary, or by giving oral or written notice at any meeting of the Directors.  Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

4.13: Removal
The entire Board or any individual Director may be removed from office, with cause only, by two-thirds of the votes cast by Active members then entitled to vote in an election of directors.

4.14: Vacancies
Any vacancy occurring on the Board for any reason may be filled by the affirmative vote of a majority of the remaining directors though there is less than a quorum of the Board.  A director elected to fill a vacancy shall be elected until the next election.

4.15: Compensation
The Directors shall receive no compensation for their services as Directors, but may receive reimbursement for expenditures incurred on behalf of the corporation.

4.16: Conflict of Interest
No Board member may vote on a matter coming before that body in which he or she has a direct financial interest. Immediately upon becoming aware that such a conflict may exist, a Board member must disclose the existence of the potential conflict to the remaining Board members and withdraw from further deliberation on the issue.  Any such disclosure and withdrawal shall be fully documented in the organization minutes.

Article V: Committees

5.1: Appointment
The membership or Board may designate one or more of the members or nonmembers of this corporation to constitute a committee.  Any member or any nonmember may choose to join and participate in any committee.

5.2: Meetings and Notice
Regular meetings of a committee may be held without notice at such times and places as the committee may fix from time to time.

5.3: Procedure
A committee may keep regular minutes of it’s proceedings, and shall report the same to the members and/or Board for their information at the meeting thereof held next after the proceedings shall have occurred.

Article VI: Officers

6.1: Number
The officers of the corporation shall be a president, a secretary, and a treasurer.  The Board shall appoint a president, a secretary and a treasurer.

6.2: Appointment and Term of Office.
The president of the corporation shall be appointed by the Board after the annual election of directors, or as soon thereafter as possible.  The president’s term shall be for one year from the date of appointment, and may be renewed by the Board.  The secretary’s and treasurer’s terms shall be for one year, beginning soon after the annual election of directors.

6.3: Removal
Any officer of the corporation may be removed from office, with just cause only, by either a two-thirds of the votes cast by members then entitled to vote in an election of directors, or a consensus-minus one (the officer withstanding) of the FAC Board.

6.4: Resignation
Any officer may resign at any time by delivering written notice to the Board, or by giving oral or written notice at any meeting of the membership or Directors.  Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

6.5: Vacancies
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board, until the next annual election.

6.6: President
The president shall be the principal executive officer of the corporation and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of the corporation.  The president may sign deeds, mortgages, bonds, contracts, or other instruments, with the consent of the voting majority of the FAC Board, and except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the corporation or are required by law to be otherwise signed or executed by some other officer or in some other manner. 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 or membership from time to time.

6.7: Secretary
The secretary shall: (a) prepare the minutes of the members' and Board's meetings and keep them in one or more books provided for that purpose; (b) authenticate such records of the corporation as shall from time to time be required; (c) be custodian of the corporate records of the corporation; (d) keep a register of the post office address of each member, or assign such task to some other person; and (e) 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 Board or membership.

6.8: Treasurer
The treasurer shall: (a) have charge and custody of and be responsible for all funds of the corporation; (b) receive and give receipts for money due and payable to the corporation from any source whatsoever, and deposit all such money in the name of the corporation in such banks, trust companies or other depositories as he or she shall select; and (c) in general perform al of 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 Board or membership.

6.9: Vice-president
A vice-president can be designated by a consensus of the FAC Board to fill in for the President, when so determined by the FAC Board.

6.10: Compensation
The officers shall receive no compensation for their services as officers, but may receive reimbursement for expenditures incurred on behalf of the corporation.

6.10: Transfer of authority
In case of the absence of any officer of the Corporation or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may transfer the powers or duties of that officer to any other officer or to any director or employee of the corporation, provided a majority of the full Board of Directors concurs.

Article VII: Funds and Administration

7.1: Books and Records
The corporation shall keep at its principal office copies of its current Articles of Incorporation and Bylaws; minutes o f the proceedings of its members and Board, and any minutes which may be maintained by committees; records of the name and address of each member and Director, and officer; and such other records as may be necessary or advisable.  Correct and adequate records of accounts and finances shall be maintained by the treasurer, and kept at a location at the discretion of the treasurer.  All books and records of the corporation, including financial records, shall be open at any reasonable time to inspection by any member of three months standing or to a representative of more than five percent of the membership.

7.2: Corporate Funds
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board.

All funds of the corporation not otherwise employed 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.

7.3: Accounting Year
The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.

7.4: Actions against Officers and Directors
The corporation shall indemnify to the fullest extent permitted by applicable Washington law any person who has been made, or is threatened to be made, a party to an action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit, or proceeding by or in the right of the corporation), by reason of the fact that the person is or was a director or officer o f the corporation.

Article VIII: Contracts and Related Matters

8.1 Contracts
The Board of Directors may authorize any officer or officers or agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.

8.2 Loans
The Corporation shall not borrow money and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.  Such authority may be general or confined to specific instances.  No loans shall be made and no credit shall be granted by the Corporation to any of its members, Directors or officers.

8.3 Guarantees
The Corporation shall not make guarantees respecting the contracts, securities or obligations of any person, including, but not limited to, any member, any affiliated or unaffiliated individual, domestic or foreign, profit or nonprofit, corporation, partnership, association, joint venture or trust unless the Board of Directors determines that the guarantee may be reasonably expected to benefit, directly or indirectly, the Corporation and approves the specific guarantee.

8.4 Checks and Drafts
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers or agent or agents of the Corporation and in such manner as may be determined from time to time by resolution of the Board of Directors.

8.5 Deposits All funds of the Corporation not otherwise employed 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.

Article IX: Amendments

9.1 Amendments
Any of these Bylaws may be amended, altered or repealed and new Bylaws adopted by 1. A majority of the active members who vote in an election concerning a bylaw change, 2. And following a 30-day voting period, can ratified by a consensus of the full Board.

I, _____________, as secretary of the Fremont Arts Council, hereby certify that the foregoing constitute the Bylaws of this corporation as adopted and in full force and effect on this __ day of (Month & year).

{Photo by SC Brown 2014}