Vashon-Maury Island (the Island) may face natural or environmental disaster, terrorist attack, or public health emergency and, as an island normally reachable only by ferry, could be isolated from mainland emergency resources. In recognition of the need to prepare for, respond to, and recover from such disasters and emergencies, VashonBePrepared, among other matters:
Article I: Name, Membership, Location, Offices and Tax Status
1. Motivates and educates individual citizens, households, businesses and neighborhoods to be as self-reliant as possible during a disaster through advance planning and preparation.
2. Forms partnerships with Island institutions, agencies, businesses, and volunteer groups to help create a structure capable of responding to a disaster in aid of the Island-wide disaster plans and procedures and in conformance with the National Incident Management System.
3. Develops and maintains Island-wide disaster plans and procedures in collaboration with Vashon Island Fire and Rescue (King County Fire District 13) for approval by the Vashon Island Emergency Management Area (VIEMA).
4. Recruits, organizes, and trains volunteer staff for an Island Emergency Operations Center (the EOC Team) utilizing the principles of the National Incident Management System in collaboration with Vashon Island Fire and Rescue (King County Fire District 13).
5. Raises and manages funds and property in support of all these organizational purposes.
A. Name. The name of this nonprofit, volunteer-based, community organization is "VashonBePrepared."
B. Antecedent Group. VashonBePrepared has grown out of and replaces the Vashon Disaster Preparedness Coalition and these bylaws supersede all previous bylaws of the Coalition and of VashonBePrepared.
C. Membership. VashonBePrepared extends non-voting membership to all Island residents and property owners over 18 years of age.
D. Registered Office and Agent. The corporation shall maintain a registered office in the State of Washington, and shall have a registered agent whose address is identical with the address of such registered office.
E. Tax Status. VashonBePrepared is a 501 (c)(3) tax-exempt corporation and will abide by all the rules and regulations incumbent on that status.
Article II: Board of Directors
A. Authority and Responsibilities of the Board of Directors. The VashonBePrepared Board of Directors (the Board) manages the affairs of the corporation and in connection therewith sets policies and guides the broad goals of the corporation. Duties of the Board include, but are not limited to:
1. Reviewing and approving policies.
2. Reviewing and approving the annual work plan and the annual budget for the coming calendar year as drafted by the Executive Committee.
3. Providing advice and counsel to the Executive Committee.
4. Serving on committees and work teams.
5. Helping to raise operating and capital funds for the corporation.
6. Acting as a community coordination body to share plans, schedules, other information and accumulated knowledge that will support the Mission of VashonBePrepared.
7. Electing the officers of the corporation.
8. Electing two non-officer Board members to the Executive Committee.
9. Inviting and electing up to five (5) At-large Board members.
10. The Board may, from time to time, appoint or retain, as advisors, persons whose advice, assistance and support may be deemed helpful in determining policies and formulating programs for carrying out the purposes and functions of the corporation.
11. The Board is authorized to employ such person or persons, including an executive director, attorneys, agents and assistants, as in its judgment are necessary or desirable for the administration and management of the corporation, and to pay reasonable compensation for the services performed and expenses incurred by such person or persons. Officers and Directors shall not be precluded from such employment if there is no conflict of interest present.
12. Under no circumstances, however, shall any actions be taken which are inconsistent with the Articles of Incorporation and these Bylaws.
B. Board Members. The VashonBePrepared Board consists of:
1. The immediate past President, if not already serving on the Board in another capacity.
2. The EOC Team Leader or designee.
3. Two (2) members of the EOC Team, as appointed by the incoming EOC Team Leader at the Annual Meeting.
4. Manager of the Community Emergency Response Team (CERT) or designee.
5. Coordinator for Neighborhood Emergency Response Organizations (NERO) or designee.
6. President of the Vashon-Maury Island Radio Club or designee.
7. President of Vashon Emergency Preparedness Committee or designee.
8. Fire Chief of Vashon Island Fire and Rescue or designee.
9. President of Vashon Island Emergency Management Area Board or designee.
10. Up to five (5) At-large members elected by the outgoing Board at the Annual Meeting.
11. Vacancies among the At-large members will be filled by the Board in its discretion.
C. Voting and Quorum. Each of the Board members has one equal vote.
1. The quorum requirement for a Board meeting is one-half (1/2) of the then-serving Board.
2. Actions of the Board will be adopted if they receive a vote of more than one half (1/2) of the members attending the Board meeting unless Robertýs Rules of Order requires otherwise.
D. Board Meetings. The Board will meet no less than quarterly.
1. All Board meetings are open to all interested Islanders and visitors.
2. The President or any three (3) Board members may call special Board meetings as required by the business of the corporation.
3. Day, time and location of Board meetings will be publicly announced at least five (5) days in advance and a proposed agenda will be distributed with the announcement to the corporationýs e-mail roster of all interested parties.
4. The published proposed agenda may be modified by the President with the consent of one half the members attending the Board meeting.
5. Minutes will be recorded at every Board meeting.
6. Board members can vote, and otherwise participate, via telephone at Board meetings.
E. Annual Meeting. The Board will be convened at least once a year for the corporationýs Annual Meeting which shall be held on the first Wednesday in August or as soon thereafter as feasible. Notice shall be given no less than ten (10) days and no more than fifty (50) days before the Annual Meeting. At the Annual Meeting, among other matters:
1. The President will report on the work of the corporation including a progress report on the past yearýs work plan and a presentation of the coming yearýs work plan.
2. The Treasurer will make a report including a financial statement, a progress report on the past yearýs budget and a presentation of the coming yearýs budget.
3. The outgoing Board will elect any new At-large Board member(s) and then those who are leaving the Board will retire.
4.. The incoming EOC Team Leader Board member will appoint two (2) EOC team members to the Board.
5. The new Board will be seated and elect officers and two (2) At-large Executive Committee members from amongst themselves.
6. The new Board will conclude the meeting after these elections.
Article III: Executive Committee
A. Powers of the Executive Committee. The VashonBePrepared Executive Committee conducts the routine business of the corporation. Specific functions of the Executive Committee include but are not limited to:
1. Managing the corporationýs current year budget based on monthly financial reports by the Treasurer; developing the coming yearýs annual budget for review and approval by the Board and for presentation at the Annual Meeting.
2. Managing the corporationýs efforts to complete the current yearýs work plan; developing the coming yearýs annual work plan for review and approval by the Board and for presentation at the Annual Meeting.
3. Developing the policies of the corporation for review and approval by the Board, including a financial procedure policy, a spokesperson policy, and a property (both real and intellectual) policy.
4. Approving and overseeing all contracts, memorandums of understanding and other written commitments of the corporation.
5. Approving and overseeing all personnel matters regarding the corporationýs employees, if any, including hiring, determining job descriptions and compensation, conducting periodic performance reviews, disciplining and dismissing.
6. Seeking and considering the advice of the Board.
7. Selecting the date and site for the Annual Meeting.
8. Performing all other duties and assuming all other responsibilities as may be required by law or directed by the corporation.
B. Executive Committee Membership. The VashonBePrepared Executive Committee consists of:
1. The President, the Vice President(s), the Treasurer and the Secretary.
2. Two at-large appointees selected by the incoming Board at the Annual Meeting from amongst themselves.
C. Voting and Quorum. Each of the Executive Committee members has one equal vote.
1. The quorum requirement for an Executive Committee meeting is one-half (1/2) of the then-serving Executive Committee.
2. Actions of the Executive Committee will be adopted if they receive a vote of more than one half (1/2) of the Executive Committee members attending the meeting.
D. Meetings. The Executive Committee will meet monthly.
1. The President shall preside at all meetings of the Executive Committee. If (s)he is unavailable, the Vice President shall preside. If there are multiple Vice Presidents, the 1st Vice President shall preside in the absence of the President. If the 1st Vice President is also unavailable, the 2nd Vice President shall preside.
2. All Executive Committee meetings are open to all interested Island residents and visitors. A portion of the meeting may be designated as "For Executive Committee Members Only" if dealing with personnel issues, litigation or negotiation of contracts and if approved by majority vote of the Executive Committee.
3. The President may call additional Executive Committee meetings as required by the business of the corporation.
4. Minutes will be recorded at every Executive Committee meeting.
5. The President may call electronic Executive Committee meetings, held via e-mail or telephone, to facilitate urgent business.
Article IV: Officers
A. Officers. The officers of the organization are the President, one or more Vice Presidents, the Treasurer and the Secretary. Officers shall perform the duties and be responsible for those activities as outlined in the Bylaws and as prescribed from time to time by the Board of Directors.
1. The officers will be elected by the incoming Board members at the Annual Meeting.
2. Officers shall serve for one (1) year from the date of the Annual Meeting at which the offices were elected, or until her or his successor is elected and qualified. 3. Vacancies will be filled by the Board.
4. Any officer may be removed by the vote of two-thirds (2/3) of the Board of Directors whenever in their reasonable judgment the best interests of the corporations would thereby be served.
B. The President:
1. Presides at all Board and Executive Committee meetings.
2. Presides at the Annual Meeting.
3. Prepares agendas for all meetings and delivers them to the Secretary for timely distribution with meeting notices.
4. Presents at each Annual Meeting a status report on the past yearýs work plan and a presentation of the coming yearýs work plan.
5. Appoints all committees, temporary or permanent.
6. Ensures that all books, reports and certificates required by law are properly kept or filed.
7. As authorized by the Board, (s)he may sign, with the countersignature of the Secretary or Treasurer, contracts and other documents.
8. With Board approval, (s)he may employ individuals, firms or counsel and make necessary disbursements for the operation of the corporation provided the funds have been budgeted or the Board has approved the action.
C. The Vice President(s):
1. Becomes Acting President in the absence or inability of the President to exercise her or his office.
2. In the capacity of Acting President, the Vice President serves with all the rights, privileges and powers as if he or she is the duly elected President.
3. In the event that multiple Vice Presidents are elected, the first to be elected shall be designated 1st Vice President, the second elected will be 2nd Vice President and so forth.
E. The Secretary:
1. Keeps the minutes and records of the corporation.
2. Files any certificate required by any federal or state statute.
3. Maintains a master e-mail list of those requesting notices of meetings and other corporation business actions.
4. Announces Board meetings publicly by e-mail to all interested parties and via the local newspaper of record (currently the Vashon Beachcomber) no fewer than five (5) days prior to any regularly scheduled meeting.
5. Announces Executive Committee meetings publicly by e-mail to all interested parties no fewer than five (5) days prior to any regularly scheduled meeting
6. Distributes the agendas of Board and Executive Committee to the e-mail list of interested parties and publishes them on the VashonBePrepared Website no fewer than five (5) days prior to any regularly scheduled meeting.
7. Distributes the draft minutes of the immediate past Board meeting to Board members no fewer than five (5) days prior to the next regularly scheduled meeting.
8. Distributes the draft minutes of the immediate past Executive Committee meeting to members no fewer than five (5) days prior to the next regularly scheduled meeting.
9. Publishes the approved minutes of Board and Executive Committee meetings on the VashonBePrepared Website.
10. Presents any communication(s) received by the corporation to the Board at the next Board meeting following receipt of the communication(s), at the latest.
11 Replies and attends to all communications to the corporation.
12. Is responsible, with the Treasurer, for the submission of the required reports to the State of Washington and the Internal Revenue Service.
F. The Treasurer:
1. Has care and custody of all monies belonging to the corporation and shall be solely responsible for such monies or securities of the corporation.
2. Receives and give receipts for money due and payable to the corporation or donations made to the corporation and deposits all such monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
3. Prepares annual financial statements and budgets for presentation to the Board and produces the reports and returns necessary for maintaining the corporationýs status as a nonprofit entity under Internal Revenue Code Section 501(c)(3).
4. Has authority to disburse funds in accordance with the budget provided that all expenditures over $500 must be brought before the Executive Committee for approval. One additional officer must sign any check over $500.
5. Must sign all checks of the corporation. If the Treasurer is unavailable for an extended length of time, the Executive Committee may vote to appoint another Officer to act in the Treasurerýs stead.
6. Delivers at each regular Executive Committee meeting, Board meeting, and Annual Meeting a written account of the finances of the corporation that will be attached to the minutes of that meeting.
Article V: Procedures
A. Bylaws. The Board of Directors shall have power to make, alter, amend, and repeal the Bylaws of VashonBePrepared.
1. Amendments will be adopted if they receive a two-thirds (2/3) vote of the Board members attending the Board meeting
2. Notwithstanding the foregoing, the fundamental purposes of the corporation, as expressed in the Articles of Incorporation and the Mission Statement in these Bylaws, shall not be amended or changed.
B. Voting. All votes at non-electronic meetings shall be by voice unless the majority of Members voting prefer written ballots, in which case the person presiding and the person taking minutes will count the ballots.
C. Parliamentary Procedure. "Robertýs Rules of Order, Newly Revised, 10th Edition, Henry Robert III," is the authority in all matters of parliamentary procedure, where applicable, and if not inconsistent with the Bylaws or special rules of order adopted by the Board, if any.
Article VI: Emergency Activation
A. During an Emergency. VashonBePrepared has no operational role or authority as an organization during an emergency activation, nor do the officers of the organization, its Executive Committee or its Board.
B. Suspension of Meetings. VashonBePrepared recognizes, however, that many of its individual members will have operational roles during an emergency activation and this may require the suspension of regular meetings and activities until the emergency has passed.
C. No Hindrance. Nothing in this section should be interpreted as a hindrance to VashonBePrepared actions as may be appropriate to foster volunteer support of the emergency response and recovery.
Article VII: Notices
A. Notices to Directors. Except as may otherwise be required by law, any notice to any Director may be delivered personally, by mail or electronically as otherwise permitted by law.
B. Date of Delivery. If mailed, the notice shall be deemed to have been delivered 2 days after deposit in the United States mail, postage prepaid, addressed to the addressee at his or her last known address in the records of VashonBePrepared.
Article VIII: Seal
A. Design. The corporate seal of VashonBePrepared, if any, shall be in such form and bear such inscription as may be adopted by resolution of the Board of Directors, or by usage of the officers on behalf of VashonBePrepared.
B. Location. The corporate seal shall be kept by the Secretary of the corporation.
Article IX: Indemnification of Officers, Directors, Employees, and Agents
A. Greatest Extent Permitted By Law. VashonBePrepared shall indemnify its officers, Directors, employees, and agents to the greatest extent permitted by law.
B. Insurance. VashonBePrepared shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee, or agent of VashonBePrepared, or who is or was serving at the request of VashonBePrepared as an officer, employee, or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan, against any liability asserted against such person and incurred by such person in any such capacity or arising out of any status as such, whether or not VashonBePrepared would have the power to indemnify such person against such liability under the provisions of this Article.
Article X: Books and Records
A. Correct and Complete. VashonBePrepared shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Directors, Executive Committee and Annual meetings.
B. Record of Directors. VashonBePrepared shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its Directors, giving the names and addresses of all Directors.
Article XI: Conflicts of Interest: Definitions
A. Conflicting Interest. "Conflicting interest" means the interest a Director has respecting a transaction effected or proposed to be effected by VashonBePrepared or any other entity in which VashonBePrepared has a controlling interest if:
1. The Director knows at the time VashonBePrepared takes action that the Director or a related person is a party to the transaction or has a significant beneficial financial interest in or so closely linked to the transaction that a reasonable person would expect the interest to influence the Director's judgment if the Director were called upon to vote on the transaction; or
2. The transaction is brought before the Board for action, and the Director knows at the time the Board reviews the transaction that any of the following persons is either a party to the transaction or has a significant beneficial financial interest in or is so closely linked to the transaction that a reasonable person would expect the interest to influence the Director's judgment if the Director were called upon to vote on the transaction:
a) An entity of which the Director is a director, general partner, agent, or employee;
b) An entity that controls, is controlled by, or is under common control with one or more of the entities specified in (A); or
c) An individual who is a general partner, principal, or employer of the Director.
B. Directorýs Conflicting Interest Transaction. "Director's conflicting interest transaction" means a transaction effected or proposed to be effected by VashonBePrepared or any other entity in which VashonBePrepared has a controlling interest respecting which a Director of VashonBePrepared has a conflicting interest.
C. Qualified Director. "Qualified Director" means any Director who does not have either:
1. A conflicting interest respecting the transaction; or
2. A familial, financial, professional, or employment relationship with a second Director who does have a conflicting interest respecting the transaction, which relationship would, in the circumstances, reasonably be expected to exert an influence on the first Director's judgment when voting on the transaction.
D. Related Person. "Related person" of a Director means:
1. A child, grandchild, sibling, parent, or spouse of, or an individual occupying the same household as, the Director; or
2. A trust or estate of which any of the above individuals is a substantial beneficiary; or 3. A trust, estate, incompetent, conservatee, or minor of which the Director is a fiduciary.
E. Required Disclosure. "Required disclosure" means disclosure by the Director who has a conflicting interest of:
1. The existence and nature of the Director's conflicting interest; and
2. All facts known to the Director respecting the subject matter of the transaction that an ordinarily prudent person would reasonably believe to be material to a judgment about whether or not to proceed with the transaction.
Article XII: Conflicts of Interest: Directorsý Action
A. Majority Vote. Directors' action respecting a Director's conflicting interest transaction is effective if the transaction received the affirmative vote of a majority of (but no fewer than two) qualified Directors who voted on the transaction after either required disclosure to them or compliance with Paragraph B below.
B. Director's Disclosure. If a Director has a conflicting interest respecting a transaction, but neither the Director nor a related person of the Director is a party to the transaction, and if the Director has a duty under law or professional canon, or a duty of confidentiality to another person, which would prevent that Director from making the disclosure described in Article XIV, E, then disclosure is sufficient if the Director: 1. Discloses to the Directors voting on the transaction the existence and nature of the Director's conflicting interest and informs them of the character and limitations imposed by that duty before their vote on the transaction; and 2. Plays no part, directly or indirectly in their deliberations or vote.
C. Quorum. A majority (but no fewer than two) of the qualified Directors constitutes a quorum for purposes of action that comply with this Article. Directors' action that otherwise complies with this Article is not affected by the presence or vote of a Director who is not a qualified Director.
Article XIII: Influence Legislation
A. Legislation. No substantial part of the activities of VashonBePrepared shall be devoted to attempting to influence legislation by propaganda or otherwise.
B. Political Campaigns. VashonBePrepared shall not participate in, or intervene in (including the publication or distribution of statements with respect to) any political campaign on behalf of or in opposition to any candidate for public office.
Article XIV: Distributions upon Dissolution
A. Qualified Recipient(s). Upon any dissolution of VashonBePrepared under provisions of the laws of the State of Washington for nonprofit corporations, all of the assets of the corporation remaining after payment of creditors shall be distributed to one or more organizations selected by the Board of Directors which are qualified as exempt from taxation under the provisions of Sections 501(a) and 501(c)(3) of the Internal Revenue Code, or any successor statutes (the Code), and which further the purposes set forth in Article III.
B. Prohibited Recipient(s). In no event shall any of VashonBePrepared assets be distributed to the officers, directors, or members of VashonBePrepared. Article XV: Private Foundation A. Section 509 Private Foundation. If VashonBePrepared becomes a private foundation within the meaning of Section 509 of the Code, as long as its private foundation status continues the following provisions shall apply in the management of its affairs:
1. Each year VashonBePrepared shall distribute the income of VashonBePrepared, for the purposes specified in Article II, at such time and in amounts at least sufficient to avoid liability for the tax imposed by Section 4942 of the Code;
2. VashonBePrepared shall not engage in any act of "self-dealing" (as defined in Section 4941(d) of the Code) which would give rise to any liability for the tax imposed by Section 4941(a) of the Code;
3. VashonBePrepared shall not sell, exchange, distribute, or otherwise dispose of any "excess business holdings" (as defined in Section 4943(c) of the Code) which would give rise to any liability for the tax imposed by Section 4943(a) of the Code;
4. VashonBePrepared shall not make any investments which would jeopardize the carrying out of any of its exempt purposes (within the meaning of Section 4944 of the Code) and which would, therefore, give rise to any liability for the tax imposed by Section 4944 of the Code.
5. VashonBePrepared shall not make any "taxable expenditures" (as defined in Section 4945(d) of the Code) which would give rise to any liability for the tax imposed by Section 4945(a) of the Code.
Adopted and effective on May 28, 2008