Bylaws

SW Pacific County Peninsula Rotary Foundation (“PRF”)

Revised and adopted by the Board of Trustees on July 12, 2021.

ARTICLE 1. OFFICES 

1.1 Principal Office. SW Pacific County Peninsula Rotary Foundation (“Foundation”) may have offices within the State of Washington, as the Board of Trustees (“Board”) may designate, or as the affairs of the Foundation may require from time to time. 

1.2 Registered Office. The principal address of SW Pacific County Peninsula Rotary Foundation is PRF, PO Box 606, Seaview, WA 98644 

1.3 Website.  The web address of the Foundation is beachrotary.com

1.4 Cloud Space.  The Foundation maintains Google Cloud Space, access to which is available to all trustees as part of their onboarding to the Foundation.

ARTICLE 2. DEFINITION, PURPOSE, MISSION, & VISION

2.1 Definition. Pacific County Peninsula Rotary Foundation is a 501(c)(3) organization with United States Federal Tax I.D. #27-2232531

2.2 Purpose. The purpose for which the Foundation is formed is to operate exclusively for charitable, scientific, and educational purposes according to Section 501(c)3 of the Internal Revenue Code of 1986, as amended. The Foundation will not, as a substantial part of its activities, attempt to influence legislation or participate to any extent in political campaigns for or against any candidates for public office. 

2.3 Mission The Foundation strengthens society by mobilizing the 
power of volunteers and the generosity of donors, investing in community-led projects which support and improve the lives of children and families.

2.4 Vision TheFoundation’s vision is a strong and flexible society driven by community-led change and where every person has the opportunity to achieve their fullest potential and participate in, and contribute to, all aspects of life.

ARTICLE 3. MEMBERS 

Members are defined as members in good standing of the Rotary Club of SW Pacific County Peninsula, Washington.

ARTICLE 4.  MEETINGS

4.1 Trustees Meetings. The Foundation shall meet a minimum of four (4) times annually, the schedule and location for which will be chosen at the first meeting of the newly seated board each July and published thereafter on the Foundation website and in the meeting minutes. No other such notice will be required for regular meetings.

4.2 Annual Meeting. 

4.2.1 The annual meeting of the members for the transaction of such business as may properly come before the meeting shall be held each year during May or June.   

4.2.2 Notice of the time and place of the annual meeting shall be given by verbal announcement at a minimum of two (2) regular club meetings immediately before the annual meeting and also by electronic mail to all members as shown in dacdb.com three days before the same club meetings. 

4.2.3 Every attempt shall be made to be as inclusive of new and proposed members as possible when making an invitation to the annual meeting of the Foundation. 

4.2.4 In the instance of no available electronic email address, a print copy of the information will be sent by US Mail within 24 hours of the electronic mail announcement.

4.3 Special Meetings. Special Board meetings may be called by or at the request of the President, the Secretary, or any two (2) Directors. The person or persons authorized to call special meetings may fix any place either within or without the State of Washington as the place for holding any special Board meeting called by them.  

4.4 Notice of Special Meetings. Written notice stating the place, day, and hour of each special Board meeting shall be delivered personally or by mail, or electronic mail to each Director using the information shown in the records of dacdb.com at least three (3) days before the meeting. Notice shall be deemed effective if the content thereof is sent to the mail provider’s server, postmarked, or delivered personally at least three (3) days before the meetings. Neither the business to be transacted at nor the purpose of any special meeting need be specified in the notice of such meetings. 

4.5 Waiver of Notice. 

4.5.1 Waiver of any notice required to be given to any member, signed by the person or persons entitled to such notice, whether before or after the time stated therein for the meeting, shall be equivalent to giving of such notice. Neither the business to be transacted at nor the purpose of, any regular or special meeting of the Board need be specified in the waiver of notice of such meeting. 

4.5.2 The attendance of a Director at a 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. 

ARTICLE 5. BOARD OF TRUSTEES 

5.1 General Powers. The affairs of the Foundation shall be managed by the Board. Directors need not be residents of the State of Washington but must be members in good standing of the Rotary Club of SW Pacific County Peninsula, Washington. 

5.2 Number and Term of Office. 

5.2.1 The trustees of the Foundation, including officers and at-large positions, shall be elected by the membership for 3-year terms. Unless he/she dies, resigns, or is removed, each officer shall hold office until his/her successor is elected. 

5.2.2 The officers of the Foundation shall be a President, President-Elect, Secretary, Treasurer, and Immediate Past President, each of whom shall be elected by the membership;

5.2.3 The Immediate Past President, once elected by the membership to be President, continues service in the Immediate Past President role without further election;

5.2.4 Three (3) At-Large trustees shall be elected by the membership;

5.2.5 The number of trustees may be changed from time to time by amendment to these Bylaws but no decrease in the number of trustees shall have the effect of shortening the term of any incumbent trustee;

5.2.6 The President and President-Elect of the Rotary Club of SW Pacific County Peninsula, Washington shall hold seats for the duration of their elected term to these positions by their elective procedures;

5.2.7 All elected positions to the Foundation shall carry a term of three (3) years in length;

5.28 Any two (2) or more offices may be held by the same person, except the offices of the President, Secretary, and Treasurer.

5.3 Resignation. Any officer may resign at any time by delivering written notice to the President, the Secretary, or the Board. 

5.4 Removal. Any officer may be removed by the majority vote of the Board whenever in its judgment the best interests of the Foundation would be served thereby. 

5.5 Vacancies. Any vacancy occurring on the Board may be filled by the vote of a majority of the remaining Directors for the unexpired portion of the term. Unless he/she dies, resigns, or is removed, a Director so elected shall hold office until his/her successor is elected. 

5.6 Salary. Trustees shall not receive any stated salaries for their services, but nothing herein shall be construed to preclude any Director from receiving compensation for services rendered to the Foundation. 

5.7 Loans. No loans shall be made by the Foundation to any of its Directors. 

5.8 Quorum. A majority of the total number of Directors shall constitute a quorum for the transaction of business at any Board meeting.

5.9 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. 

5.10 Resignation. Any Director may resign at any time by delivering written notice to the President or the Secretary, or the registered office of the Foundation. 

5.11 Presumption of Consent. A Director of the Foundation present at a Board meeting at which action on any corporate matter is taken shall be presumed to have consented to the action taken unless his/her dissent or abstention is entered in the minutes of the meeting. 

5.12 Meeting by Video Conference and/or Conference Telephone. Members of the Board may participate in a meeting using communications equipment provided all persons participating in the meeting can hear each other and such participation shall constitute presence in person at the meeting. 

5.13 Action by Board Without a Meeting. Any action which could be taken at a meeting of the Board may be taken without a meeting if a written or electronic consent, setting forth the action so taken, is signed by each of the Directors. Any such written or electronic consent shall be inserted in the minute book by the Secretary as if it were the minutes of a Board meeting. 

5.14 Committees. The Board, by resolution, adopted by a majority of the Board, may designate and appoint one (1) or more committees to advise the Board. If the committee shall have and exercise the authority of the Board in the management of the Foundation, it shall consist of no fewer than two (2) Directors. 

5.15 President. The President shall: 

  1. Be chief executive officer of the Foundation and, subject to the Board’s approval, shall supervise and control all of the assets, business, and affairs of the Foundation;
  2. Preside over all Board meetings; 
  3. Sign deeds, mortgages, bonds, contracts, or other instruments, 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 Foundation;
  4. In general, he/she shall perform all duties incident to the office of President and such other duties prescribed by the Board from time to time. 

5.16 President-Elect. The President-Elect shall: 

  1. Preside over meetings in the absence of the President;
  2. Sign deeds, mortgages, bonds, contracts, or other instruments, as expressly delegated by the Board;
  3. Prepare for the following year’s term as President by developing the calendar, budget, and other documents necessary for the successful execution of their term as president;
  4. Familiarize themselves with Robert’s Rules of Order and the rules of Washington Charitable Organizations to command adherence during their term as president;
  5. Familiarize themselves with board member responsibilities per the Washington State Nonprofit Corporation Act, located in the Revised Code of Washington (RCW), Chapter 24.03. to uphold the duties of care, loyalty, and obedience, as well as reducing the risk of liability to the Foundation and themselves, and to follow Federal Guidelines for Governance, Management, and Disclosure;
  6. Familiarize themselves with the website and cloud space of this Foundation, which holds all board documents and training materials;
  7. In general, he/she shall perform all duties incident to the office of President-Elect and such other duties prescribed by the Board from time to time. 

5.17 Secretary. The Secretary shall: 

  1. Keep the minutes of meetings of the Board in one (1) or more books, physical or digital, provided for that purpose; 
  2. See that all notices are duly given by the provisions of these Bylaws or as required by law; 
  3. Be custodian of the corporate records;
  4. Ensure accuracy of the dacdb.com data of each Director each July;
  5. Sign with the President, or other officer authorized by the President, or the Board, deeds, mortgages, bonds, contracts, or other instruments, 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 Foundation; 
  6. Prepare and submit an annual report as required by the State of Washington Nonprofit Foundation Act; 
  7. Familiarize themselves with Robert’s Rules of Order and the rules of Washington Charitable Organizations to command adherence should the President not do so;
  8. Familiarize themselves with board member responsibilities per the Washington State Nonprofit Corporation Act, located in the Revised Code of Washington (RCW), Chapter 24.03. to uphold the duties of care, loyalty, and obedience, as well as reducing the risk of liability to the Foundation and themselves, and to follow Federal Guidelines for Governance, Management, and Disclosure;
  9. Familiarize themselves with the website and cloud space of this Foundation, which holds all board documents and training materials, learning how to upload documents as required to fulfill the role of Secretary; 
  10. In general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board. In the absence of the Secretary, an Assistant Secretary may be chosen from the Board by the Secretary to perform his/her duties. 

5.18 Treasurer. The Treasurer shall:

  1. If required by the Board, give bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board shall determine;
  2. Have charge and custody of, and be responsible for, all funds and securities of the Foundation; 
  3. Receive and give receipts for monies due and payable to the Foundation from any source whatsoever, and deposit all such monies in the name of the Foundation in banks, trust companies, or other depositories selected by the revisions of these Bylaws;
  4. Report to the board, a minimum of three (3) days in advance of each board meeting; profit and loss and balance statements, copies of bank statements, budget-to-actual statements on budget categories (such as events), and any other financial reports requested by any board member at least 10 days prior;
  5. File any tax or other documents as required by law;
  6. Provide their successor with any needed information to keep board operations flowing, such as recurring obligations, software updates, budget documents, and calendared activities;
  7. Familiarize themselves with Robert’s Rules of Order and the rules of Washington Charitable Organizations to command adherence during their term as treasurer;
  8. Familiarize themselves with board member responsibilities per the Washington State Nonprofit Corporation Act, located in the Revised Code of Washington (RCW), Chapter 24.03. to uphold the duties of care, loyalty, and obedience, as well as reducing the risk of liability to the Foundation and themselves, and to follow Federal Guidelines for Governance, Management, and Disclosure;
  9. Familiarize themselves with the website and cloud space of this Foundation, which holds all board documents and training materials;
  10. In general, perform all of the duties prescribed to the office of Treasurer herein and as outlined in Robert’s Rules of Order,  and such other duties as from time to time may be assigned to him/her by the Chair or by the Board. In the absence of the Treasurer, an Assistant Treasurer may be chosen from the Board by the Treasurer to perform his/her duties. 

5.19 Immediate Past President. The Immediate Past President shall:

  1. Be an officer of the Foundation and, subject to the direction of the Board of Trustees, shall perform such executive, supervisory, and management functions and duties as may be assigned to him/her from time to time by the Board;
  2. Is responsible for providing continuity through board education of past and/or best practices of the board, and 501(c)3 charitable foundations in general;
  3. With the Secretary and President, ensure the Sergeant-at-Arms can maintain adherence to these Bylaws and Robert’s Rules of Order during meetings.

5.20 At-Large Trustees. The At-Large Trustees shall:

  1. Chair at least one committee of the Board, with the consent of the President;
  2. familiarize themselves with Robert’s Rules of Order and the rules of Washington Charitable Organizations to adhere to these rules and conventions;
  3. Familiarize themselves with board member responsibilities per the Washington State Nonprofit Corporation Act, located in the Revised Code of Washington (RCW), Chapter 24.03. to uphold the duties of care, loyalty, and obedience, as well as reducing the risk of liability to the Foundation and themselves, and to follow Federal Guidelines for Governance, Management, and Disclosure;
  4. Familiarize themselves with the website and cloud space of this Foundation, which holds all board documents and training materials;
  5. In general, he/she shall perform all duties incident to their role as an At-Large Trustee and such other duties prescribed by the Board from time to time. 

5.21 Club Leadership Trustees.  These Trustees shall:

  1. Represent the voice of the majority of the membership to the Foundation board;
  2. Familiarize themselves with Robert’s Rules of Order and the rules of Washington Charitable Organizations to adhere to these rules and conventions;
  3. Familiarize themselves with board member responsibilities per the Washington State Nonprofit Corporation Act, located in the Revised Code of Washington (RCW), Chapter 24.03. to uphold the duties of care, loyalty, and obedience, as well as reducing the risk of liability to the Foundation and themselves, and to follow Federal Guidelines for Governance, Management, and Disclosure;
  4. Familiarize themselves with the website and cloud space of this Foundation, which holds all board documents and training materials;
  5. In general, he/she shall perform all duties incident to their role as an At-Large Trustee and such other duties prescribed by the Board from time to time. 

ARTICLE 6. CONTRACTS, LOANS, CHECKS, AND DEPOSITS

6.1 Contracts. The Board 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 Foundation. Such authority may be general or confined to specific instances. 

6.2 Loans. No loans shall be contracted on behalf of the Foundation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances. 

6.3 Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Foundation shall be signed by two (2)  officer or officers, or agent or agents, of the Foundation and in such manner, as is from time to time determined by resolution of the Board. 

6.4 Deposits. All funds of the Foundation not otherwise employed shall be deposited from time to time to the credit of the Foundation in such banks, trust companies, or other depositories as the Board may select. 

6.5 Gifts and Contributions. The Treasurer may accept, on behalf of the Foundation, any contribution, gift, bequest, or device as may be consistent with the established purposes and policies of the Foundation and as may be permitted by any applicable local, state, or federal law. 

ARTICLE 7. BOOKS AND RECORDS

The Foundation shall keep correct and complete books and records of account, minutes of the proceedings of its Board, and such other records as may be necessary or advisable or required by law in the cloud space of the Foundation. All physical, historical books and records of the Foundation may be inspected by a Director for any proper purpose at any reasonable time, upon reasonable notice to the Secretary of the Foundation. 

ARTICLE 8. FISCAL YEAR 

The fiscal year of the Foundation shall be the calendar year, provided that if a different fiscal year is at any time selected for purposes of federal income taxes, the fiscal year shall be the year so selected. 

ARTICLE 9. INDEMNIFICATION 

To the full extent permitted by the General Foundation Law of the State of Washington, the Foundation shall indemnify any person who was or is a party to any civil, criminal, administrative, or investigative action, suit, or proceeding because he/she is or was a trustee or officer of the Foundation, or is or was serving at the request of the Foundation as a trustee, director, or officer of another Foundation, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and necessarily incurred by him/her in connection with such action, suit, or proceeding; and the Board may, at any time, approve indemnification of any other person which the Foundation has the power to indemnify under the General Foundation Law of the State of Washington. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract. The foregoing shall not apply to matters as to which any such person shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of a duty. The Foundation may purchase and maintain indemnification insurance for any person to the extent permitted by applicable law. 

ARTICLE 10: DIVERSITY, EQUITY, AND INCLUSION

As a global network that strives to build a world where people unite and take action to create lasting change, Rotary values diversity and celebrates the contributions of people of all backgrounds, regardless of their age, ethnicity, race, color, abilities, religion, socioeconomic status, culture, sex, sexual orientation, and gender identity.

ARTICLE 11: DISSOLUTION

Upon the dissolution of this Foundation, all of the assets of the Foundation remaining after payment of creditors shall be distributed for one or more exempt purposes within the meaning of IRC Section 501 (c)(3) or shall be distributed first to Rotary International Foundation, then to the federal government, or a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the Foundation is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE 12. AMENDMENTS 

These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by the Board at any regular or special meeting of the Board. 

 

The foregoing Bylaws were adopted by the Board of SW Pacific County Peninsula Rotary Foundation on the 12th day of July, 2021. 

Signature on Official Copy

Nancy McAllister,  Secretary