BY - LAWS

of the

HOOD CANAL SALMON ENHANCEMENT GROUP

 

Article I

Purpose

 

The Hood Canal Salmon Enhancement Group is a not-for-profit organization formed to enhance the genetic diversity and populations of salmon and fishery resources, including the protection of habitat and water quality, in Hood Canal and the adjoining watersheds, and to provide education to the public in support of these goals. 

 

Article II

Membership

 

Section 1.  Membership in the Hood Canal Salmon Enhancement Group is open to individuals, associations, corporations, or public agencies that desire to affiliate with the organization and that subscribe to the purpose of the corporation.

 

Section 2.  Active membership is established by proclamation and by the addition of the members name and address to the corporate membership list.  A certificate of membership in the corporation may be issued to each member upon payment of dues as levied on each member pursuant to these By-Laws.

 

Section 3.  The annual dues of each member shall be recommended by the Board of Directors and confirmed at an Annual Meeting of the membership by a majority of the members voting.

 

Section 4.  On matters coming before the general membership, each person holding a Single Membership in the corporation shall have one vote; a family holding a Family Membership is limited to two votes.  Any organization registered as a member, such as a public agency, an association, or corporation, shall be entitled to one vote.  Proxy votes shall not be permitted.

 

Article III

Management

 

Section 1.  The Corporation shall have a Board consisting of at least five Directors.  At any meeting or special meeting called therefore, the membership may increase the number of Directors to any number by a simple majority of members voting.

 

Section 2.  The Directors of the Corporation shall be elected by a simple majority vote of the members voting at the annual meetings of the membership.  The initial Directors, as established by the Articles of Incorporation, will be eligible for election at the first annual meeting of the membership.

 

Section 3.  The term of office of each Director shall be for three years.

 

Section 4.  Each member of the Board shall have one vote on matters coming before the Board.  All voting at meetings called by the Board shall be by each Director in person; voting by proxy shall not be permitted.

 

Section 5.  At the first meeting of the Board following each annual meeting of the membership, and within 30 days of the annual meeting, the members of the Board of Directors shall elect from their number the following officers: President, Vice President, Secretary, and Treasurer.  Officers of the corporation so elected shall hold office for the term of one year.  Any officer may be suspended or removed by a majority vote of all of the Directors.  No Director shall receive any salary or compensation from the Corporation for services or duties as a Board Member.

 

Section 6.  Any member of the Board may vacate his seat by submitting a written resignation to the Chairman.  Such resignation will become valid without action other than to be recorded in the minutes of the next Board of Directors meeting.  Any vacancy occurring on the Board of Directors may be filled by the remaining Directors at their discretion.  If so filled, such appointee shall serve until the next annual meeting of the membership, at which meeting the vacancy for the remainder of the original term shall be filled by election by the members in the regular manner.

 

Section 7.  The Board shall require all directors and employees handling funds to be bonded in such sum as required by the Board.

 

Article IV

Meetings

 

Section 1.  The initial Board, as identified in the Articles of Incorporation, shall call the first annual meeting of the membership within three months of notice of approval by the State of Washington of the incorporation of the Hood Canal Salmon Enhancement Group.

 

Section 2.  Regular annual meetings of the members of the corporation shall be held in February of each year, date, time and place to be determined by the Executive Director.  Notice thereof shall be given by the Secretary by the mailing of a notice to each member not less than 30 days prior to the date of the meeting.

 

Section 3.  The President or a majority of the Board, or members representing ten percent of the active membership may call special meetings of the membership.  Notice of a special meeting of the general membership, stating the object thereof, shall be given by the Secretary by mailing such notice to each member not less than five days prior to the date on which such meeting is to be held.

 

Section 4.  At any meeting of the membership, ten members shall constitute a quorum.

 

Section 5.  The Board shall hold regular meetings at such intervals as the President may direct or upon the request of a majority of the Board.  Special meetings of the Board shall be called at any time by the Secretary on order of the President or of a majority of the Board.  The Secretary shall give each Director notice personally, verbally, by mail, facsimile machine, or telephone, of all regular and special meetings at least one day previous thereto.

 

Section 6.  At any meeting of the Board, a simple majority of the duly elected Board members shall constitute a quorum.  When there is not a quorum present, business requiring a vote of the Board will be deferred until the next regular meeting.  If that business can not be so deferred, the Secretary may seek votes of additional members via telephone or e-mail until a quorum of voting Board members is reached.

 

 

Article V

Powers and Duties of Directors

 

Subject to limitations in the Articles of Incorporation and the By-Laws, and the Laws of the State of Washington, the Board of Directors of the corporation shall have the following powers:

 

1.  To select and remove all the other officers, agents and employees of the corporation, prescribe such powers and duties for them as is consistent with law, with the Articles of Incorporation or the By-Laws, and, except for officers of the corporation, fix their compensation.

 

2.  To oversee the affairs of the Corporation and to determine policy to accomplish it’s purpose consistent with the Articles of Incorporation and the By Laws. 

 

3.  To cause to be kept a complete record of all minutes and acts and to present a full statement to the regular Annual Meeting of members showing in detail the condition of the affairs of the corporation.

 

Article VI

Duties of Officers

 

Section 1.  The President shall, under the direction of the Board, oversee all activities and affairs of the corporation, execute instruments on its behalf, preside at all meetings of the Board and the membership of the corporation, call special meetings as he shall deem necessary, and perform such other duties usually inherent in such office.

 

Section 2.  The Vice President or another officer shall preside at all meetings in the absence of the President, and in case of the absence or disability of the President, the Vice President shall perform all duties of the President incidental to the office.  He/she shall also perform such other duties as the President shall direct.

 

Section 3.  The Secretary shall have oversight of the books, records, and papers of the corporation, keep the records of the Board of Directors and the membership, approve the issuing of all notices, attend and sign the minutes of all meetings, and perform such other duties as are incidental to the office.

 

Section 4.  The Treasurer shall be accountable for all funds belonging to the corporation, maintain the disbursement procedure and signature authority under the direction of the Board of Directors, render detailed financial reports at each Annual Meeting of the membership and at any time directed by the Directors, perform such other duties as are incidental to the office. 

 

 

Article VII

Committees

 

Section 1.  The Board may establish such standing and special committees as necessary to carry out the purposes of the organization.  The Board may abolish any committee at any time.

 

Section 2.  The Chairman of each committee shall be appointed by the Board, and shall be responsible for organizing the committee and carrying out the directives of the Board.

 

Section 3.  Committee Chairmen who are not members of the Board, or at the discretion of the Board, former Board members, shall become ex officio members of the Board of Directors without voting privileges.

 

Section 4.  Prior to the Annual Meeting, the President shall name a nominating committee to submit a list of Directors, which, together with any other candidates who may be nominated by any active member, will be presented to the membership at the Annual Meeting.  The nominating committee shall consist of three or more members, only two of which may be Directors.

 

Article VIII

Contracts and Obligations

 

Section 1.  The Board, except provided elsewhere in these By-Laws, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the organization.  Unless so authorized by the Board of Directors, no officer, agent, or employee shall have the power or authority to bind the organization by a contract or engagement, or to pledge its credit, or render it liable pecuniary for any purpose or to any amount.

 

Section 2.  The organization shall indemnify every member or officer or former member or officer of the Board of the corporation against expenses actually and reasonable incurred by him in connection with the defense of any action, suit, or proceeding, civil or criminal, in which he is a party by reason of being or having been such Board Member or officer, except in relation to matters as to which he shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty to the corporation.  The foregoing right of indemnification shall not be exclusive of other rights to which he may be entitled.

 

 

 

Article IX

Amendments

 

These By-Laws may be amended at any meeting of the general membership by a majority vote of the members voting.  Meeting notices shall include items on which votes will be taken, as well as any recommendations of the board of Directors pertinent to such items.