BYLAWS

ARTICLE I. POWERS, PURPOSE, AND RESPONSIBILITIES

Section 1.1 Name

The name of the publicly supported non-profit corporation, incorporated under the laws of the State of Washington on May 29, 2003 , shall be Northeast Washington Forestry Coalition, hereinafter referred to as the Coalition. The Coalition is a 501 c (3) recognized organization under the Internal Revenue Code.

Section 1.2. Legal Basis

By and in the corporate name, the Coalition shall have and exercise all powers, functions, rights, and privileges now and hereafter given or granted to; and shall be subject to all the duties, obligations, liabilities, and limitations now and hereafter imposed upon corporations of the same class by the Constitution and laws of the State of Washington, and shall have and exercise all other powers, functions, rights and privileges usually exercised by, or which are incidental to, or inherent in, corporations of like character and degree.

Section 2.1. Board

(a) The governing body of the Coalition shall be a Board, hereinafter referred to as the Board, which shall consist of a minimum of nine (9) and a maximum of (15) members selected from groups and individuals actively addressing environmental, natural resource, and economic issues in the State of Washington.

(b) Board Members. The Executive Committee shall nominate individuals for Board members. Written notice of a proposed motion to admit a new member shall be given to the full membership of the Board fifteen-days (15) prior to the Board meeting at which the question is to be voted on, unless such Board members unanimously agree to waive such written notice. Board members shall be seated on the Board by a consensus vote of the members present and voting at the meeting at which the question is brought. The Executive Director is an ex-officio, non-voting member of the Board and its committees (see Section 7).

(c) Technical Advisory Members. The Coalition may also include as many non-voting technical advisory members as needed to carry out the work of the Coalition. Technical advisors are nominated by board members and approved via board vote.

Section 2.2. Board Term

Membership on the Board is for a two-year (2) term from the date the member was first seated on the Board. Upon completion of the term, if a Board member desires to continue, he or she shall file a notice of their intentions with the Secretary. The Secretary shall proceed according to the provisions of Article II, Section 2.1(b) of these Bylaws.

Section 2.3. Board Vacancies

Any vacancies occurring on the Board shall be filled according to the provisions of Article II, Section 2.1 (a) and (b), of these Bylaws.

Section 2.4. Board Compensation

The Board members and technical advisory members are volunteers and do not receive compensation for attending Board meetings. They may, however, receive reimbursement for approved expenses including, but not limited to, travel and lodging. They may also receive compensation for rendering professional services in the implementation of grant funded projects.

Section 2.5. Board Member Removal

Violating Coalition policy and procedure and or chronic unexcused meeting absences may result in removal from the Board. The Executive Committee will file a notice of intent to remove a member and the reason why with the Secretary. The Secretary must seek a response from the member in question. The Secretary shall then circulate the notice, reason, and response, if available, to all Board members in writing fifteen-days (15) prior to the meeting at which the question is to be voted on. A member may be removed by a vote of consensus of the members present and voting at the meeting at which the question is brought.

Section 2.6. Resignations

Any Board member wishing to resign shall state their desires, in writing, to the Secretary. The Secretary will convey this information to the Executive Committee.

Section 3.1. Duties of the Coalition Board Members

The Board is responsible for the development and activities of the Coalition, acting through its delegate Officers and Executive Committee. In carrying out its responsibilities, the Board may:

• Adopt rules and policies governing its operation and that of the Coalition;

• Adopt work plans and programs;

• Select, hire or contract with an Executive Director or Coordinator, and other staff.

• Enter into agreements with organizations or agencies;

• Adopt a budget and authorize the expenditure of funds;

• Adopt official policies, rules of practice, procedures or positions for the Coalition;

• Establish committees and designate their chairperson, except the Executive Committee;

• Delegate powers or responsibilities to the Officers, Executive Committee, Executive Director, or Committees as specified in these Bylaws or as the Board grants and directs by resolution;

• Review the actions of the Executive Director or Coordinator, the Officers, and the Executive Committee;

• Undertake any other action appropriately enumerated in these Bylaws.

Section 3.2. Rules of Order

The Ground Rules and Bylaws adopted by the Board shall govern the conduct of all Board meetings.

Section 3.3. Policy, Rules of Practice, and Procedure

The Board shall adopt policies, rules of practice, and procedures and reserve the right to repeal, modify, or amend them at any time.

Section 3.4 Committees

The Board may establish committees consisting of Board members and technical advisory members of the Coalition to carry out its purposes. The committees shall be appointed by the President and operate according to the Ground Rules and Bylaws adopted by the Board. Committees will carry out the responsibilities assigned to them by the Board or the Executive Committee. Committee recommendations shall be approved by the Board, when appropriate. Committee chairman must be a Board member.

Section 4.1. Officers

The officers of the Coalition must represent a balance of resource use and conservation interests. They shall consist of a President, Vice President, Secretary, and Treasurer. The officers must be Board members, elected by the Board and serve at the pleasure of the Board.

Section 4.2. Election of Officers

The annual reorganization of the Board shall take place at the Annual Meeting (Section 5.5). The standing Executive Committee shall nominate members of the Board for President, Vice President, Secretary, and Treasurer - who will also function as the Executive Committee - and give notice of their nominations ten-days (10) prior to the annual meeting. They will serve one-year terms beginning upon election. Officers may serve for more than one consecutive term.

Section 4.3. President Responsibilities and Duties

(a) Responsibilities:

• Collaborate and coordinate with cooperating entities;

• Propose policy to be adopted by the Board, and implemented by volunteers, paid staff, committees and/or Board members;

• Administer the affairs of the Coalition by delegating tasks/responsibilities to Committees, Board members, technical advisory members, and staff;

• Direct the raising and budgeting of Coalition funds and reporting on activities at the annual meeting;

• Coordinate assistance and funding from Coalition members, federal, state and local government, associations, and private groups; and

• In consultation with others, oversee an Annual Plan of Work and Annual Report of Accomplishments.

(b) Duties:

The President shall preside at attended Board meetings. The President, in consultation with members, shall oversee the establishment of the meeting agenda; authorize special meetings; execute authorized documents; act as the chairperson of and spokesperson for the Board; administer the affairs of the Board by delegating tasks to other Board members, technical advisory members, committees and staff; and provide supervision and direction for paid staff. The President may introduce, vote upon, move, or second action before the Board and sign checks.

Section 4.4. Vice President Duties

The Vice President and President shall act in each other's stead if one should not be available to perform its functions. The Vice President will perform other duties as assigned by the President. The Vice President serves as the Chairman of the Executive Committee.

Section 4.5. Secretary Duties

The Secretary shall be responsible for the maintenance of the official record and correspondence of the Coalition; maintaining and implementing membership, terms of office, removal, and resignation records for Board members and officers per Article II Section 2.1(a), Section 2.5, and Section 2.6; ensure minutes are taken at Board meetings, and performing other duties as assigned by the President. The Secretary may delegate the hands-on, day to day duties to paid staff.

Section 4.6. Treasurer Duties

The Treasurer is responsible for the finances of the Board including receipt of funds, payment of obligations, record keeping, tax and audit reporting. The Treasurer shall present a written financial report and bills to pay at each Board meeting; oversee the development of the annual budget; develop the annual and monthly financial reports; comply with the financial management standards identified in the Board’s Policy, Rules of Practice, and Procedure; sign checks; arrange for an annual internal audit of the books. Perform other duties as assigned by the President. The Treasurer may delegate the hands-on, day-to-day duties to paid staff.

Section 4.7. Removal of an Officer

An Officer may be removed from office by a consensus vote of the members present and voting at the meeting at which the question is brought. The person in question is ineligible to vote on their dismissal. An Officer may be removed from office for violation of policies and procedure and or chronic unexcused meeting absences. A motion to remove an Officer must be filed with the Secretary or President. A copy of the motion to remove must be circulated to the Officer so challenged and the Officer must be given an opportunity to respond. The motion to remove, along with the response of the Officer so challenged, or an indication that the Officer chose not to respond, must be circulated to the entire Board fifteen-days (15) prior to the meeting at which the motion is to be considered.

Section 4.8. Officer Vacancy

In case of an Officer vacancy, the remaining members of the Executive Committee shall nominate a Board member to fill the vacancy. The nomination to fill the officer vacancy must be circulated to the entire Board fifteen-days (15) prior to the meeting at which the action is to be considered.

Section 5.1. Regular and Joint USFS Meetings

Regular meetings of the Coalition Board may be held monthly or at the direction of the Executive Committee. Joint meetings with the USFS may be held every other month or as needed. Notice of the meetings shall be emailed, or otherwise conveyed, to the Board at least seven-days (7) prior to the meeting. A call-in option will be made available to accommodate members unable to travel.

Section 5.2. Special or Emergency Meetings

Special meetings or emergency meetings of the Board may be called by the President, three (3) Officers, or the Executive Committee provided a written notice of the meeting is circulated to the Board via email, text or phone call at least 24-hours prior to the meeting.

Section 5.3. Meeting Place

Meetings may be held at the Tri-County Economic Development District conference room, 986 South Main Street, in Colville or at an alternate site selected by the Executive Committee.

Section 5.4. Conference Calls

Meetings of the Board, Executive Committee, and other committees may be conducted by conference telephone or electronic method. All parties to such a meeting must be able to hear each other. Members are present when they acknowledge contact in the hearing of others.

Section 5.5. Annual Meeting

An annual meeting of the Board shall be held during the third quarter of each year at a site, date, and time selected by the Executive Committee.

Section 5.6. Quorum and Voting

(a) Quorum. A quorum of the Board, Executive Committee, or other committees is fifty percent (50%) plus one of its members. The Board, Executive Committee, or other committees shall not take official action unless a quorum is present at the meeting. Absent members may designate a proxy who counts towards the quorum.

(b) Consensus . The Board will attempt to reach consensus on all matters. Consensus is defined as agreement of all Board members present and voting at the meeting at which the question/issue is brought.

(c) Voting. Each member of the Board shall have one vote. At all meetings of the Board, the Executive Committee, and all other committees, all matters shall be decided by consensus of the members present and voting and shall be determinative. The Executive Committee may deem that certain votes may be taken via email. If email is used for voting, each member must respond from their email of record. Requests for email voting will be provided at minimum 2 business days prior to the deadline of the voting.

Unless requested by a member, the President need not take a roll call vote. In the absence of objection, the President may order a motion unanimously approved. Any member not voting in an audible voice shall be recorded as voting in favor of the motion, unless the member requests that he or she be recorded as abstaining from voting.

Section 5.7. Agenda

The Board Facilitator or other designated person, in consultation with the Executive Committee or other members as necessary, prepares and distributes an agenda prior to each meeting containing a summary of all matters known to require attention. The Board may consider any matter brought before it by any other member or person present at the meeting.

Section 5.8. Minutes

All official actions, resolutions, and decisions of the Board shall be duly recorded in the minutes. Summary Board minutes and Committee reports will be available at Board meeting. Minutes are official when approved by the Board and signed by the President and Secretary

Section 5.9. Attendance

Regular attendance of Board Members at all meetings is required. The record of attendance is noted in the minutes of each meeting.

Section 5.10. Absences

(a) Each Board member is responsible for notifying the Executive Director or President in advance of any absence. All absences without prior notification will be unexcused. All notified absences will be excused.

(b) The President may request that any Board member with three consecutive unexcused absences, or three unexcused absences in a calendar year, explain his or her circumstances to the Board. Chronic unexcused meeting absences may result in removal of a Board member from the Board. See Section 2.5 Removal.

Section 5.11. Public Attendance of Meetings. Board meetings are generally open to public participation. Those attending board meetings must abide by the ground rules. Any non-board member, technical advisor, or contractor (facilitator, coordinator, etc.) participants may be removed from a meeting if they are a disruption.

Section 5.12. Special Sessions Within Meetings. Any board member may request an executive session consisting of only board members during a meeting. Board members may also request special sessions with board members, technical advisors, executive director, facilitator, and/or coordinator.

Section 6.1 Members

The Board President, Vice President, Secretary, and Treasurer, elected by Board members at the annual meeting, shall function as the Executive Committee. The Vice President serves as chair of the Executive Committee.

Section 6.2 Duties

The Executive Committee shall nominate individuals for Board members. The standing Executive Committee shall nominate members of the Board for President, Vice President, Secretary, and Treasurer - who will also function as the new Executive Committee - and give notice of their nominations ten-days (10) prior to the annual meeting. The Executive Committee may assign responsibilities to the other Committees. Prior to their release, the Executive Committee shall approve all newsletter, articles, press releases, brochures, and or presentations. As needed, the Executive Committee will review the Bylaws, Ground Rules, Policy and Procedure and reserves the right to make recommendations to the Board to repeal, modify, or amend at any time. All actions of the Executive Committee are subject to review of the Board. The Executive Committee shall abide by all rules and regulations applicable to the Board.

Section 6.3. Meetings

The Executive Committee may meet at any time, at the call of the Vice President or three (3) members of the Committee. At least 24-hours notice of the meeting must be given via email or telephone prior to its being convened.

Section 7.1. Responsibilities

An Executive Director or Facilitator may be hired by, and serve at the pleasure of, the Board. The Executive Director is responsible to the President and Executive Committee for the management of the Coalition and its staff. The Executive Director shall serve as the chief executive officer of the Coalition, exercise general active management of the business of the Coalition, shall report to and advise the Board on all significant matters relating to the Coalition's business, and shall see that all orders and resolutions of the Board are carried into effect. Coalition employees are At Will employees.

Section 7.2. Selection

The Executive Director shall be selected and directed according to the procedure established by the Board.

Section 7.3. Ex-officio Member

The Executive Director is an ex-officio, non-voting member of the Board and its committees.

Section 7.4. Duties

(a) The Executive Director is responsible for the implementation of the annual plan of work and budget, the implementation of personnel policies, and all other policies adopted by the Board for the Coalition.

(b) The Executive Director may delegate the responsibilities and authority of the position to Coalition staff, except any authority to bind or obligate.

Section 7.5. Absence of Executive Director.

In the absence of an Executive Director, the duties and responsibilities will be carried out by a facilitator, coordinator, or as otherwise assigned by the Board of Directors.

Section 8.1. Amendments

(a) These Bylaws may be amended by a consensus of members present and voting at the meeting at which the question is brought. The proposed amendment(s) must be circulated to the Board in writing fifteen days (15) prior to the meeting at which it is to be considered, unless such notice is waived in writing.

(b) The Executive Committee may review these Bylaws at any time and reserves the right to make recommendation to the Board to repeal, modify, or amend.

Section 9.1. Funds

(a) All funds of the Coalition not otherwise employed shall be deposited in such banks, trust companies, or other reliable depositories as the Treasurer may determine.

(b) All checks drafts, endorsements, notes and evidence of indebtedness of the Coalition shall be signed by President and/or Treasurer and one other designated Board Member. Endorsements for deposits to the credit of the Coalition shall be made by the Treasurer.

Section 9.2 Records

(a) All financial books, record of accounts, all minutes of Board meetings, membership meetings, and committee meetings of the Coalition, the list of members, and copies of all other material corporate records, books, documents, and contracts shall be maintained at the principal office of the Coalition with key documents stored in the cloud using a clear filing system and managed by the Executive Director or designated Board Member, Treasurer and/or staff.

(b) All books, record, minutes, lists, documents, and contracts shall be made available for inspection at any reasonable time during usual business hours by any member of the Board, any member of the Coalition, or duly authorized representative thereof, for any lawful purpose.

(c) Upon leaving office, each officer or agent of the Coalition shall turn over to his or her successor, the President, or the Executive Director, in good order, such Coalition moneys, books, records, minutes, lists, documents, contracts, or other property of the Coalition as have been in the custody of such officer or agent during his or her term of office.

Section 9.3. Loans and Advances

No loans or advances shall be contracted on behalf of the Coalition, and no note or other evidence of indebtedness shall be issued in its name, unless and except as authorized by the Board. Any such authorization may include authorization to pledge, as security for loans or advances so authorized, any and all securities and other personal property at any time held by the Coalition.

Section 9.4. Contracting

The President, Executive Director or any officer specifically authorized by the Board may, in the name of and on behalf of the Coalition, enter into contracts or execute and deliver those instruments to the extent authorized by the Board and these Bylaws. Without the authorization of the Board, no officer, staff or other agent of the Coalition may enter into any contract or execute and deliver any instrument in the name of, or on behalf of, the Coalition. Contracts over $5,000 require a competitive selection process.

Section 9.5. Ethics

No member or officer of the Coalition shall be interested, directly or indirectly, in any contract relating to the operations conducted by it, or in any contract for furnishing services or supplies to it, unless:

(a) such contract shall be authorized by an absolute majority of those present and voting at a meeting at which the presence of such officer or member is not necessary for such authorization,

(b) the facts and nature of such interest shall have been fully disclosed or shown to the members of the Board present at the meeting at which such contract is so authorized, and

(c) Any interested member or officer has abstained from participating in discussions or votes related to such authorization, other than to disclose the facts and nature of such interest.

Section 9.6. Severability

If any provision of these Bylaws is held invalid, the remainder of the Bylaws shall not be affected.

Section 9.7. Indemnification

Indemnification shall be as provided in the Articles of Incorporation.