DOMESTIC VIOLENCE &
SEXUAL ASSAULT SERVICES
Bylaws
DOMESTIC VIOLENCE AND SEXUAL ASSAULT SERVICES
OF WHATCOM COUNTY, INC.
BYLAWS
DOMESTIC VIOLENCE AND SEXUAL ASSAULT SERVICES
OF WHATCOM COUNTY, INC.
BYLAWS
ARTICLE I
NAME
The name of this corporation shall be Domestic Violence and Sexual Assault Services
of Whatcom County
ARTICLE II
NOT FOR PROFIT CORPORATION
The corporation shall have all the powers provided for non-profit corporation under Section 24.03 of the Revised Code of Washington.
ARTICLE III
PURPOSES
III.1The purpose of the organization is to support individuals affected by domestic violence and sexual assault and to lead the community towards ending these abuses of power. The organization is committed to seeing that a full spectrum of victim services and offender treatment is provided in the community, including but not limited to:
- 24 hour crisis intervention services
- shelter services
- medical and legal advocacy
- support services
- prevention and education services
III.2No substantial part of the activities of this corporation shall be for the purpose of carrying on propaganda, or otherwise attempting, to influence legislation. None of the activities of this corporation shall consist of participating in, or intervening in (including the publishing or distributing of statements) political campaigns on behalf of any candidate for public office.
III.3No part of the net earnings of this corporation shall inure to the benefit of any private shareholder or any individual. The property of this corporation is irrevocably dedicated to charitable purposes and upon liquidation, dissolution or abandonment of the owner, after providing for the debts and obligations thereof, the remaining assets will not inure to the benefit of any private person but will be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax-exempt status under Sections 501(c)(3) and 509(a)(1), (2) or (3) of the Internal Revenue Code of 1954.
ARTICLE IV
DURATION
The period during which this corporation is to continue as a corporation is perpetual.
ARTICLE V
ADDRESS
The area to be served by this corporation shall be Whatcom County. The post office address of its principal office is 1407 Commercial Street, Bellingham, WA 98225
ARTICLE VI
BOARD OF DIRECTORS
VI.1Management of the corporation shall be vested in a Board of Directors consisting of no less than 15 and no more than 20 voting members. It is the responsibility of the Board to develop goals, policies, and oversee the compliance with regulations for the operation of the organization; to monitor the organization’s financial health, programs and overall performance; and to hire, evaluate and provide the Executive Director with the resources to meet the needs of those the organization serves.
VI.2Voting membership of the Board of Directors shall be continuous for a term of three (3) years or until death, resignation, or removal.
VI.3Membership of the Board of Directors shall be limited to two (2) full three (3) year terms.
VI.3aBoard terms shall be staggered so that one third (1/3) of the positions will expire each year.
VI.4Upon the end of term, death, resignation, or removal of a board member, the remaining board members shall fill the vacancy so created.
VI.5Removal of members of the Board of Directors shall be initiated by the concurrence of three (3) or more board members. Removal of any board member shall not be for discriminatory reasons (see X.8). Upon such concurrence, notice of the proposed removal shall be given or mailed to such board member ten (10) days prior to the date at which removal will be addressed by vote. Such notice shall state the grounds given for the proposed removal. Members of the Board of Directors shall be removed by a two-thirds (2/3) majority vote.
VI.6The absence of a member of the Board of Directors at three (3) consecutive board meetings without a reasonable excuse provided to the Internal Committee shall result in notification that a fourth consecutive absence will result in the board considering removal of the member from the board. Any member whose position is vacated by operation of this section shall receive written notice, and may request reinstatement no later than the next scheduled board meeting. Reinstatement shall be accomplished by majority vote.
VI.7The Board of Directors shall hold regular monthly meetings, such meetings to fall on the second Tuesday of each month, and shall hold such special meetings as the Executive Committee shall deem necessary for the competent management of the affairs of the corporation.
VI.8Each member of the Board of Directors shall possess one (1) vote in matters coming before the Board. All voting at meetings of the Board shall be by each member in person and voting by proxy shall not be allowed. At all meetings of the Board, 50% of the members shall constitute a quorum, unless otherwise specified in the Bylaws. All business shall be conducted by a simple majority of the quorum unless otherwise specified in the Bylaws.
VI.9Membership of the Board of Directors shall include representatives from a cross-section of the community.
VI.10Up to three (3) Board positions may be filled by former or active service program volunteers whose membership request shall be processed in the usual manner. Service program volunteer board members shall be subject to all the privileges and obligations of any other board member.
VI.11Except as provided in Article VI.10, staff shall not be eligible for board membership until two (2) years have elapsed following the end of employment. Similarly board members who resign their board membership in order to apply for a staff position shall not be eligible for board membership until two (2) years have elapsed following their board resignation.
ARTICLE VII
OFFICERS
VII.1The officers of the corporation shall consist of a President, Vice-President, Secretary, and Treasurer elected by the Board of Directors at its JanuaryAnnual Meeting, for terms of one (1) year.
VII.2President: The President of the Board of Directors shall oversee all activities of the corporation, execute all instruments in its behalf, preside at all meetings of the Board of Directors, call such meetings as shall be deemed necessary, serve as an ad hoc member of all committees of the board and perform such other duties usually inherent in such office.
VII.3Vice-President: The Vice-President of the Board of Directors shall act for the President in his/her absence and perform such other acts as the President may direct.
VII.4Secretary: It shall be the duty of the Secretary of the Board of Directors to keep all records of the Board of Directors and of the corporation and to perform such other acts as the President may direct.
VII.5Treasurer: The Treasurer of the Board of Directors shallperiodically review the financial records of the corporation, oversee the preparation of all budgets and shall be responsible for keeping the Board of Directors informed of all pertinent financial data as its monthly meetings.
VII.6Selection: Focusing on the perceived needs of the organization in the coming year the Internal Operations Committee shall recommend a slate of officers for the approval of the Board of Directors at the Annual Meeting in January. The committee may consult with the current officers concerning their expectations and recommendations. The Board shall review the committee recommendations, accept nominations from the floor, and elect the officers for the next term at the Annual Meeting in January. Election shall be by majority vote.
VII.7Removal of the officers of the Board of Directors shall be initiated by the concurrence of three (3) or more board members. Removal of any officers of the Board of Directors shall not be for discriminatory reasons (see X.8). Upon such concurrence, notice of the proposed removal shall be given or mailed to such board officer ten (10) days prior to the date at which removal will be addressed by vote. Such notice shall state the grounds given for the proposed removal. Officers of the Board of Directors shall be removed by a two-thirds (2/3) majority vote.
ARTICLE VIII
COMMITTEES
VIII.1Chairs of all standing committees shall be recommended by the Internal Operations Committee and approved by the Board of Directors at the Annual Meeting in January, and shall serve a term of one (1) year.
VIII.2Executive Committee: The elected officers and Committee Chairpersons shall constitute an Executive Committee empowered to perform all necessary acts of the Board between meetings, including setting the agenda of the meetings of the Board. Any such action shall be reviewed by the regular sitting Board when next it meets.
VIII.3Internal Operations Committee:The Internal Operations Committee is responsible for ensuring that the organization has qualified, well-trained board and staff members and that the organization is financially stable and its assets are safeguarded.
VIII.4Repealed February 12, 2002
VIII.5External Operations Committee: The External Operations Committee is responsible for leading the board in efforts that attract money and services needed to carry out the mission of the organization. It is also responsible for maintaininga positive image of the organization in the community by planning for and monitoring public relations and publicity activities.
VIII.6Repealed February 12, 2002
VIII.7Repealed February 12, 2002
VIII.8Program Committee: The Program Committee plans, develops, implements and evaluates the programs and services of the organization to ensure the organizational goals and mission are reflected in the delivery of services.
VIII.9Endowment Committee: The Endowment Committee oversees The DVSAS Endowment. The committee recommends to the Board an appropriate investment strategy.
VIII.10Temporary or ad hoc committees: Temporary committees or task forces may be appointed from time to time by the President with the approval of the Board as the need may arise. The temporary committee or task force will prepare a plan outlining the goals and objectives of the committee and submit them for Board approval.
ARTICLE IX
AMENDMENTS
IX.1The Board of Directors shall have the power to make, alter, amend or repeal the bylaws of this corporation by a two-thirds (2/3) vote of the entire board at any regular or special meeting thereof where notice of such proposed action has been announced in the notice of such meeting. Said notice shall include the substance of the proposed amendment and the date of the meeting at which the amendment is to be voted upon. Amendments shall take effect immediately and shall be prospective in application.
IX.2Any amendments, alterations, changes, additions or deletions from these bylaws,
made by the members of the Board of Directors, shall be consistent with the laws of this state which define, limit, or regulate the powers of this corporation or the directors of this corporation.
ARTICLE X
MISCELLANEOUS ITEMS
X.1Indemnification: The corporation shall indemnify its directors and officers to the fullest extent permitted by the Washington Business Corporation Act. The corporation shall also have the power to indemnify its employees and other agents as set forth in the Act. Notice of indemnification shall occur annually.
X.2Checks: All checks, or demands for money and notes of this corporation, shall be signed by such officer or officers as designated by the Board of Directors.
X.3Fiscal Year: The fiscal year of this corporation shall be the calendar year.
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DVSAS BYLAWS UPDATED June 2009
X.4Employees: This corporation may have such agents and employees as shall be determined from time to time by the Board of Directors.
X.5Conflict of Interest: All members of the Board shall make full disclosure of any conflict of interests. New Board members shall be advised of this policy upon acceptance of appointment to the Board.
X.6Misuse of Authority: No member of the Board shall take any public action on behalf of the Corporation or of the Board, or claim to represent the Corporation or the Board, unless authorized to do so by the Board or by the Corporation staff.
X.7Remuneration: No Board member shall receive any compensation or remuneration for services rendered to the Board.
X.8Nondiscrimination: The officers, directors, committee members, employees and persons served by this corporation shall be selected entirely on a nondiscriminatory basis with respect to race, color, national origin, ethnicity, income, gender, sexual orientation, pregnancy, age, religion, marital status, disabled veteran status, income or disability.
X.9Manual: There shall be prepared for each board member a manual which shall include, without being limited to: Articles of Incorporation, Bylaws of the Corporation, board membership directory, board meeting minutes, policy statements, program descriptions, current and past year operating budgets.
X.10Roberts Rules of Order: In any issue in which these Bylaws are silent, Roberts Rules of Order, newly revised, shall be the governing rules of procedure.
ARTICLE XI
ENDOWMENT FUND
XI.1The Corporation shall have an Endowment Fund (the DVSAS Endowment), which shall be administered as provided in this Article.
XI. 2The purpose of the DVSAS Endowment Fund is to accumulate capital which will generate revenue for the support of operations of the DVSAS’ Domestic Violence and Sexual Assault Programs.
XI.3Until the Fund is in excess of $500,000, no part of the income or principal of the Fund may be distributed. After the Fund exceeds $500,000 the fund may distribute up to 5% of the market value of the Fund as of December 31st of the prior year for such purposes as the Board determines appropriate.
ADOPTEDJanuary 15, 1979
AMENDEDFebruary 8, 1983
AMENDEDMay 13, 1986
AMENDEDMay 10, 1988
AMENDEDMarch 14, 1989
AMENDEDAugust 14, 1990
AMENDEDAugust 10, 1993
AMENDEDJanuary 12, 1995
AMENDEDFebruary 11, 1997
AMENDEDJune 8, 1999
AMENDEDDecember 12, 2000
AMENDEDFebruary 12, 2002
AMENDEDDecember 10, 2002
AMENDEDMay 13, 2003
AMENDED May 8, 2007
AMENDEDJune 9, 2009
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DVSAS BYLAWS UPDATED June 2009