Washington Geographic Alliance
Enhancing Geography Education in Washington State
The Washington Geographic Alliance (hereinafter the "Alliance") shall be governed and operated exclusively for the furtherance of the purposes stated in the Alliance's Articles of Incorporation. Whenever applicable, the Washington Nonprofit Corporations Act and the Articles of Incorporation are a part of these bylaws. In the event of conflict between these bylaws or the Articles of Incorporation and the Washington Nonprofit Corporations Act, the Act shall govern. In no event shall any of the assets of the Washington Geographic Alliance be used contrary to the provisions of Section 170(c)(2)(B) or Section 501(c)(3) of the Internal Revenue Code of 1986 as amended.
Section 1 . Classes of Members. There shall be one class of members of the Alliance.
Section 2 . Qualifications of Members.
Section 3 . Rights and Privileges of Members.
Section 4 . Eligibility to Hold Office. Any member and the voting representative of any organizational/commercial representative are, if of age 18 or older, eligible to be a Director or Officer of the Alliance.
Section 1 . General Powers. A Board of Directors shall manage all property and business affairs of the Alliance. The Board of Directors is the board of directors provided for by the Washington Nonprofit Corporations Act, Chapter 24.03 of the Revised Code of Washington, as amended.
Section 2 . Number, Qualifications and Term of Directors. The number of Directors shall be not less than three (3) nor more than twelve (12). Membership on the Board of Directors shall be based on dedication to the purposes stated in the Alliance’s Articles of Incorporation and on the professional, administrative, executive or technical skills that such person can and will contribute to the furtherance of the purposes of the Washington Geographic Alliance. Except as otherwise provided by these bylaws, the Directors shall be elected for a three (3) year term and shall hold office until his or her successor shall have been elected and shall qualify or until his or her death, or until he or she shall no longer be qualified as a Director as herein provided, or he or she shall resign or be removed from office in the manner herein provided.
Section 3 . Election of Directors. The initial Board of Directors of the Alliance shall be the Board of Directors at the time of the adoption of these bylaws and shall serve until the first annual meeting of members or until their successors are duly elected and shall qualify. At each annual meeting thereafter, the members shall elect or re-elect Directors for a three (3) year term to fill the offices vacated by Directors whose term of office has expired. The Directors elected shall be those persons receiving the greatest number of votes cast. Directors shall assume office upon completion of such election.
Section 4 . Quorum and Manner of Acting. A majority of members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting, and the act of a majority of the Directors present any meeting at which a quorum is present shall be the act of the Board of Directors unless otherwise provided by law, the Articles of Incorporation, or these bylaws. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board shall individually or collectively consent to such action. Such consent or consents shall be recorded in the Minutes of the proceedings of the Board. Such action by consent shall have the same force and effect as a unanimous vote of such Directors.
Section 5 . Place of Meeting. The annual, regular, and special meetings of the Board of Directors shall be held at any place within the state of Washington that has been designated from time to time by motion of the Board of Directors or consent of a majority of members of the Board of Directors. In the absence of such designation, the annual, regular, and special meetings of the Board of Directors shall be held at the main campus of Green River Community College in Auburn.
Section 6 . Annual and Regular Meetings. The date and time of annual and regular meetings of the Board of Directors shall be designated by motion of the Board of Directors or consent of a majority of members of the Board of Directors. Notice of annual and regular meetings need not be given to Directors. In addition to the annual meeting, at least one regular meeting shall be held annually.
Section 7 . Special Meetings, Notice. Special meetings of the Board of Directors shall be held whenever called by the President and shall be called by him or her or the Secretary at the request of a majority of the Directors. Notice of such meeting, stating the time and place of the meeting, shall be given to each Director by mail, telephone, electronically, or personally. Such notice shall be given not less than three (3) days or more than thirty (30) days before the meeting. The notice shall state the principal purpose or purposes of the meeting and the business conducted at the meeting shall be limited to that purpose or purposes. The Secretary or his or her representative(s) shall make a good faith effort to contact each director.
Section 8 . Organization. At each meeting of the Board of Directors, the President, or, in his or her absence, the Vice President, shall act as Chair. The Secretary, or, in his or her absence, a person appointed by the Chair, shall act as secretary of the meeting. To the extent not inconsistent with these bylaws, the Articles of Incorporation, or provisions of law, all meetings of Directors shall be conducted in accordance with Robert’s Rules of Order, Newly Revised, applicable to small bodies.
Section 9 . Order of Business. At all meetings of the Board of Directors, business shall be transacted in the order determined by the Chair.
Section 10 . Grants and Agreements. The Board of Directors shall authorize all applications for grants, and agreements with individuals and other organizations and corporations for funding or services as deemed appropriate for the functioning of the Alliance.
Section 11 . Resignations. Any Director of the Alliance may resign at any time by giving written notice to the President or to the Secretary of the Alliance. The resignation of any Director shall be effective at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 12 . Removal of Directors. Any Director may be removed with cause, at any time, by the affirmative vote of three-fifths of the Directors of the Alliance and the vacancy in the Board caused by such removal may be filled as provided in these bylaws.
Section 13 . Vacancies. Any vacancy in the Board of Directors caused by death, resignation, removal, disqualification, or any other cause, may be filled by the majority vote of the remaining Directors, though less than a quorum, at the next annual or regular meeting, or any special meeting called for the purpose, and each Director so elected shall hold office for the unexpired term of such vacant office, and until his or her successor shall be duly elected and qualified, or until his or her death, or until he or she shall resign or shall have been removed in the manner herein provided.
Section 14 . Compensation. Each Director shall serve without compensation provided; however, that reasonable expenses may be reimbursed.
Section 1 . Appointment and Powers. The Board of Directors may, by motion, designate one or more Committees, each Committee to consist of two or more members of the Alliance with powers and duties to the extent provided in said motion or in these bylaws. Such Committee or Committees shall have such name or names as may be stated in these bylaws or as may be determined from time to time by motion adopted by the Board of Directors.
Section 2 . Executive Committee. The officers of the Alliance shall serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and the Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meeting of the Board of Directors, subject to the direction and control of the Board of Directors.
Section 3 . Terms of Office and Vacancies. Each member of a committee shall continue in office until a replacement to succeed him or her shall have been designated, or until he or she ceases to be an Alliance member or until he or she shall have resigned or shall have been removed in the manner hereinafter provided. Any vacancy in a committee shall be filled by the vote of a majority of the Board of Directors at the annual or at any regular or special meeting thereof.
Section 4 . Alternates. The Board of Directors may, by motion, designate one or more Alliance members as alternate members of any Committee, who may replace any absent or disqualified member at any meeting of the Committee.
Section 5 . Organization. Unless otherwise provided by the Board of Directors or these bylaws, each Committee shall appoint a chair and a secretary. Each Committee shall keep a record of its acts and proceedings and report the same from time to time to the Board of Directors.
Section 6 . Resignations. Any regular or alternate member of a Committee may resign at any time by filing written notice to the President or to the Secretary of the Alliance. Such resignation shall take effect at the time of the receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 7 . Removal. Any regular or alternate member of a Committee may be removed with cause at any time by motion passed by the Board of Directors at any regular or special meeting for which notice of the purpose was given.
Section 8 . Meeting. Regular meetings of each Committee, of which no notice shall be necessary, shall be held on such days and at such places as shall be fixed by a motion passed by a majority of all members of such Committee. Special meetings of each Committee will be called by the committee secretary at the request of any two members of such Committee, or in such other manner as may be determined by the Committee. Notice of each special meeting of a Committee shall be at least three (3) days before the meeting. Each such notice shall state the time and place but need not state the purpose, of the meeting. No notice of any meeting of a Committee shall be required to be given to any alternate.
Section 9 . Quorum and Manner of Acting. Unless otherwise provided by motion of the Board of Directors, a majority of a Committee (including alternates when acting in lieu of regular members of such Committee) shall constitute a quorum for the transaction of business and the act of a majority of those present at a meeting at which a quorum is present shall be the act of such Committee. The members of each Committee shall act only as a Committee and the individual members shall have no power as such.
Section 10 . Compensation. Each regular or alternate member of a Committee shall serve without compensation provided; however, that reasonable expenses may be reimbursed.
Section 1 . Officers. The officers of the Alliance shall be a President, a Vice President, a Secretary, and a Treasurer. Any two or more offices may be held by the same person except the offices of President and Secretary may not be held by the same person. The Board of Directors may also from time to time elect such other officers, as it deems necessary.
Section 2 . Election of Officers. The Board of Directors shall, at their annual meeting as provided in Article III, Section 6 of these bylaws, elect the officers, specified in Article V, Section 1 of these bylaws with the exception of President. The President shall be the person appointed as the Washington State Geographic Alliance Coordinator by the National Geographic Society of Washington, DC. Only members of the Alliance are eligible to hold office.
Section 3 . Term of Office. Officers shall hold office from the time of their election at the annual board meeting until the election of their replacements at the next annual board meeting.
Section 4 . Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5 . President. The President, subject to the control of the Board of Directors, shall have general supervision of the affairs of the Alliance and attend generally to its executive business. He or she shall keep the Board of Directors appropriately informed on the business and affairs of the Alliance. The President shall also serve as Chair at all board meetings.
Section 6 . Vice President. In the absence or disability of the President, the Vice President shall perform all the duties and functions and exercise all the powers of and be subject to all the restrictions upon the President. The Vice President may from time to time be assigned other duties by the Board of Directors or the President.
Section 7 . Secretary. The Secretary shall keep or cause to be kept in books provided for the purpose, the Minutes of the meetings of the Board of Directors and of any Committee constituted pursuant to Article IV of these bylaws. The Secretary shall be custodian of the corporate seal and see that it is affixed to all documents as required and attest the same. The Secretary shall perform all duties incident to the office of the Secretary and the Board of Directors or the President may from time to time assign other duties to him or her.
Section 8 . Treasurer. Except for funds managed by other for the Alliance, the Treasurer shall have charge of and be responsible for the receipt, disbursement and safekeeping of all funds and securities of the Alliance. He or she shall deposit all such funds in the name of the Alliance in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these bylaws. From time to time and whenever requested to do so, he or she shall render a statement of the condition of the finances of the Alliance to the Board of Directors. The Treasurer shall perform all duties incident to the office of Treasurer and the Board of Directors or the President may from time to time assign other duties to him or her.
Section 9 . Surrender of Records. Upon leaving office, each Officer shall turn over all records of office to his or her successor without delay.
Section 10 . Compensation. Each Officer shall serve without compensation provided; however, that reasonable expenses may be reimbursed.
The Alliance shall indemnify each Board member and Officer, from claims made against said Board member or Officer because of his or her role as Board member or Officer, except where such expenses, costs, and attorney’s fees are proven to have been incurred because of that Board Member’s or Officer’s malfeasance.
Section 1 . Manner of Giving Written Notice. Any notice in writing required by law or by these bylaws to be given to any person may be delivered personally or may be given by depositing the same in the post office or letter box in a postpaid envelope addressed to such person at such address as appears on the books of the Alliance. Notice by mail shall be deemed to be given at the time when the same shall be mailed.
Section 2 . Waiver of Notice. Whenever any notice is required to be given to any person, a waiver thereof by such person in writing or by telephone, telegram, cable, electronically, or FAX, whether before or after the time stated therein, shall be deemed to be equal thereto.
Section 1 . Open Meetings. Except as provided herein, all meetings of the Board of Directors, and all committees of the Board of Directors that have or may exercise powers of the Board of Directors shall be open to the public.
Section 2 . Closed Meetings. Closed meetings may be held to consider matters relating to individual employees, proprietary information, litigation, and other matters requiring the confidential advice of counsel, commercial or financial information obtained from a person on a privileged or confidential basis, or the purchase of property or services wherever the premature exposure of such purchase would compromise the business interest of the Alliance. If any such meeting is closed pursuant hereto, the Board or Committee involved shall within a reasonable time thereafter make an entry in the Minutes containing an explanation of the reasons for closing the meeting.
The corporate seal shall have inscribed thereon the name of the Alliance, the year of its incorporation, and the words "Corporate Seal" and "Washington."
The fiscal year of the Alliance shall begin on the first day of July in each year.
Section 1 . Notice. Proposed amendments to Articles of Incorporation or these bylaws shall be made in writing and distributed to all members of the Board of Directors not less than seven days before a meeting where action will be taken on the proposed amendments.
Section 2 . Provisions. All bylaws of the Alliance shall be subject to alteration, amendment, or repeal, and new bylaws not inconsistent with any provision of the Articles of Incorporation or any provision of law may be made and adopted by the vote of three-fifths majority of the Board of Directors at any annual, regular, or special meeting called for that purpose.
THIS IS TO CERTIFY:
That I am the duly elected, qualified, and acting Secretary of the Washington Geographic Alliance and that the above and foregoing bylaws were adopted as the bylaws of said Alliance on the 29th day of September 2006, by three-fifths of the Board of Directors of said Alliance, a quorum being present.
IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of September 2006.
/ss/ Richard T. Kennedy
Acting Secretary, Washington Geographic Alliance
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Washington Geographic Alliance
The Washington Geographic Alliance (WGA) provides teacher professional development and supports initiatives to promote the geographic fluency of America's teachers, children, and teens.
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