BYLAWS
OF
EVERGREEN ISLANDS
Article I
1. NAME: The name of this corporation shall be Evergreen Islands.
Article II
1. PURPOSE: The purpose of this organization shall be to promote, protect, and defend the unique ecosystem involving the saltwater islands of Skagit County and their environs with particular emphasis on the quality of human interaction and impact on this environment.
2. ACTIVITIES: In order to fulfill the above purpose, the corporation’s activities shall include, but not be limited to the following:
A. To educate and persuade the public as to the importance of this purpose and the need for realistic planning and participation of a concerned and well-informed citizenry.
B. To assure that, with regard to the threat of destruction of any natural environments, complete and careful preliminary studies are performed and meticulous application of legal and disclosure procedures occur, and that all adverse environmental impacts are eliminated or mitigated.
C. To take any and all legal actions, including administrative appeals or litigation, to protect the interest of the corporation, as expressed in the statement of purpose.
D. To propose, or support legislation affecting the attainment of the purposes and goals of the corporation.
3. POWERS: In furtherance of and not in limitation of the general power conferred by the laws of the State of Washington, it is expressly provided that this corporation shall also have the following powers:
A. To borrow money and give security therefore.
B. To enter into, make, perform, and carry out contracts of every kind for any lawful purpose pertaining to its business, with any individual entity, firm, association, or corporation, private, public or municipal or public authority, domestic or foreign.
C. To do everything necessary, convenient, or incidental to the accomplishment of the purposes of this corporation, or which is calculated directly or indirectly to promote the welfare or interests of the corporation and the general public.
D. To do any and all things in this article set forth to the same extent a natural person might, or could do, and in part of the world, as principal, agent, contractor, trustee, or otherwise, either alone or in the company of others.
4. NONPROFIT STATUS: Nothing herein contained shall be deemed to authorize or permit the corporation to carry on any business, to exercise any power, or to do any act which a corporation formed under the Washington Non-Profit Corporation Act or any amendment thereto or substitute therefor, may not at that time lawfully carry on or do. The corporation shall receive and administer funds without any pecuniary gain or profit to its members.
5. IRS LIMITATION: This organization is organized exclusively for charitable purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.
Notwithstanding any other provision of these articles the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law) or (b) by a corporation contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue law).
6. PROVISIONS: the following provisions are made:
A. Profit: Evergreen Islands is a corporation which does not contemplate pecuniary gain or profit to the members thereof, and is organized solely for non-profit purposes as set forth herein, and no part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these bylaws.
B. Dissolution: Upon the dissolution or other termination of Evergreen Islands, no part of the property of the corporation or any of the proceeds shall be distributed to or inure to the benefit of any of the members of the corporation, but all such property and proceeds not subject to the discharge of valid obligations of the corporation, and to the applicable provisions of Chapter 24.03 RCW, shall be distributed as directed by the members of the corporation among one or more of the corporations, trusts, community chests, funds or foundations organized and operated exclusively for religious, charitable, scientific, literary, environmental or educational purposes, no part of the net earnings of which inure it the benefit of any private shareholder, member or individual, and no substantial part of whose activities consist of carrying on propaganda or otherwise attempting to influence legislation, or which does not participate or intervene in any political campaign on behalf of any candidate for public office, or to other entities of the type which qualify for federal income tax exemption under Section 501 (c) (3) of the Internal Revenue Code of 1954.
C. Assets: If this corporation holds any assets in trust, they shall be disposed of in such a manner as may be directed by judgment of the Superior Court of the county in which this corporation’s principal office is located, on petition by the Attorney General or by any person concerned in the liquidation.
Article III
Principal Place of Business
1. ADDRESS: The principal place of business of the corporation will be P.O. Box 223, Anacortes, Skagit County, State of Washington.
Article IV
Board of Trustees
1. COMPOSITION: The management of the affairs of the corporation is vested in at least nine officers and trustees, pursuant to RCW 24.03.095. This body will be referred to, hereinafter, as the "Board of Trustees", or simply as the "Board", and shall be composed of the following members: President, Vice President, Secretary, Treasurer, and Trustees. The Board may elect or appoint such other officers, as it shall deem desirable, such officers to have the authority to perform the duties prescribed. Any two or more offices may be held by the same person except that the President shall hold only that office.
2. DUTIES: Members of the Board of Trustees shall perform the following duties:
A. President: The President shall be the principal executive officer of the corporation, shall supervise and control all the business of the corporation and shall preside at all the meetings. The President may sign, with the Secretary, or any other proper officer of the corporation authorized by the Board, any contracts, agreements or other instruments which they have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by statute to some other officer or agent of the corporation.
B. Vice-President: The Vice-President shall perform the duties of President in the absence or disability of the President.
C. Secretary: The Secretary shall keep the minutes of the meetings of the corporation, maintain correspondence relating to the corporation’s business, maintain a membership list, collect membership dues and give notice of meetings of the corporation.
D. Treasurer: As directed by the Board, the Treasurer shall keep record of all funds belonging to the corporation, pay all obligations incurred by the corporation from corporation funds, maintain bank accounts, and render periodic financial reports. If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety as the Board shall determine. The cost of such bond shall be paid by the corporation.
E. Trustees: The Trustees shall assist the officers in determining policies and activities, approving expenditures, and exercising general management of the corporation.
3. QUALIFICATION: All members of the Board of Trustees must be dues-paid members of the corporation in good standing during their term of office.
4. NOMINATING COMMITTEE: At least four weeks prior to the annual meeting, the president shall appoint a nominating committee, consisting largely of past officers and trustees, and composed of five members, for the purpose of nominating a slate of officers and trustees. Their report shall be made at the annual meeting, at which time nominations may also be made from the floor.
5. ELECTION: Officers and Trustees of the corporation shall be elected by the members of the corporation at its annual membership meeting.
6. TENURE: The term of office of officers and trustees shall be for one year beginning at the end of the annual meeting of the corporation at which meeting, the officers and trustees were elected and continuing through the next annual meeting.
7. VACANCIES: Any vacancy occurring on the Board of Trustees by reason of the death, resignation, or removal of a trustee shall be filled a majority vote of the remaining members of the board. Such appointees shall serve during the unexpired term of the trustee whose position has become vacant.
8. MEETINGS: Meetings of the Board may be called by or at the request of the President. Notice of any meeting of the Board shall be given at least forty-eight hours previous thereto by notice delivered personally or sent by mail to each member of the Board. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Trustees need be specified in the notice.
9. QUORUM: A majority of the Board of Trustees shall constitute a quorum.
10. PROXIES: Any member of the Board, except the President, may designate a proxy from the membership to attend a meeting of the Board and act for him or her. Such proxy shall be counted in determining a quorum.
Article V
Amendments
1. Amendments: These bylaws may be altered, amended or repealed and new bylaws may be adopted by a two-thirds vote of a quorum of the membership at any regular or special meeting, provided that a brief description of the proposed amendments shall have been sent to each member not less than 15 days in advance of the meeting at which the amendments are to be voted upon.
Article VI
Membership and Annual Meeting
1. Members: Membership of the corporation shall consist of all persons who:
A. Support the purposes and goals of the corporation as stated herein.
B. Pay annual dues in an amount as recommended by the Board of Trustees and approved by the membership.
C. Are approved for membership by the Board of Trustees of the corporation. The Board of Trustees may provide for "associate memberships" which class shall be composed of those persons providing financial support to the corporation but who are not to be considered "members" for the purpose of voting at membership meetings.
2. HONORARY MEMBERSHIPS AND/OR LIFETIME MEMBERSHIPS: The Board of Trustees may also bestow honorary or lifetime memberships on those persons who have distinguished themselves in furthering the objective of this corporation and for those persons, dues shall not be required.
3. ANNUAL MEETING: The annual meeting of the membership of Evergreen Islands shall be held during the month of September or October of each year as determined by the Board of Trustees, and notice shall be given to the membership at least 15 days previous thereto by written notice sent by mail to each member of the corporation. If mailed, such notice shall be deemed delivered when deposited in the United States mail, addressed to the member at his/her address as it appears on the records of the corporation with postage thereon prepaid. Special meeting of the membership of the corporation may be called from time to time at the discretion of the Board of Trustees of the corporation, by the President of the Board of Trustees, or by persons having one-fifth the votes entitled to be cast at such meeting.
Article VII
Dues, Funds, and Donations
1. DUES, FUNDS, AND DONATIONS: All funds received by Evergreen Islands, whether received as annual dues, donation, bequests, or grants from any private or governmental body, shall be deposited in the general fund of the corporation and are to be used solely for the purposes of the corporation.
Article VIII
Miscellaneous
1. EMERGENCY EXPENDITURES: Any officer of the corporation may, in the event of any emergency, expect to be reimbursed for a corporation expenditure, after a majority of the trustees have authorized the expenditure by telephone, not to exceed thirty-five dollars.
2. URGENT MATTERS: On matters requiring immediate action or when it is impractical to convene the board of Trustees, the President may call for mail votes, and in such cases, a majority of the Board shall be required for approval or disapproval; when matters are submitted by mail to the trustees, action by a majority of individual trustees shall be required for approval or disapproval of the matters submitted.
3. RULES OF ORDER: Unless otherwise indicated herein, all proceedings are to be governed by Robert’s Revised Rules of Order.
Article IX
CERTIFICATE OF ORGANIZATION
We, _________________________________________________________________________________
President and Secretary, respectively, of Evergreen Islands, hereby certify that the foregoing are the bylaws duly adopted by the membership of its annual meeting held on the 7th day of November, 1986, as the bylaws of Evergreen Islands and order them certified and filed in the minute book of said corporation.
__________________________________________
President
__________________________________________
Secretary
Amendments to Evergreen Islands' Articles of Incorporation
On June 6, 1993, the following amendments to the Articles of Incorporation were adopted by Evergreen Islands:
"This organization is organized exclusively for charitable purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.
"Notwithstanding any other provision of these articles the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law) or (b) by a corporation contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue law)."