THE SAN JUAN ISLAND SAILING FOUNDATION, A CHAPTER OF THE SAILING FOUNDATION
Adopted January 18, 2000
Article 1 Directives for Chapters of the Sailing Foundation
1.1 Purpose. The purpose of the San Juan Island Sailing Foundation, Chapter of the Sailing Foundation, known hereinafter as the Chapter, is to advance sailing within the jurisdiction of San Juan Island and it’s immediate vicinity in the State of Washington.
1.2 Activities. All activities of this Chapter shall be conducted in accordance with the policies of the Sailing Foundation as promulgated from time to time by the Board of Trustees of the Foundation.
1.3 Officers. The Chapter officers shall consist of a president, a vice-president, secretary and a treasurer and shall be elected among the Chapter Board of Trustees.
1.4 Assets. A complete accounting of all funds of the Chapter shall be made to the foundation upon request and in any event no less frequently than annually to coincide with the Foundation’s fiscal year. All reporting of Chapter Activity for tax purposes shall be the prerogative and responsibility of the Treasurer of the Foundation.
1.5 Budget: All operations of this Chapter shall be conducted in accordance with an annual budget approved by the Chapter Board of Trustees..
1.6 Appropriations. Appropriations, gifts or grants of money or any other property of the Chapter, or the permission to use any such property, shall be made or given only for the purposes set forth in the Articles of incorporation of the Foundation.
1.7 Dissolution. This Chapter may be dissolved at any time by the two-thirds (213) vote of the Board of Trustees of the Foundation or by a two-thirds(2/3) vote of the Board of Trustees of the Chapter. All assets held in the name of the Chapter are the property of the Foundation and, in the event of dissolution, the Chapter shall immediately turn them over to the Treasurer of the Foundation.
Article II Chapter Board of Trustees
2.1 Number The business and property of the Chapter shall be managed by a Board of Trustees. The board should normally consist of not less than 9 or more than 12 individuals.
2.2 Trustees. Election of Trustees shall be by two-thirds (2/3) approval of the existing Trustees. Trustees shall be members of the Chapter or members of the community put forth by the nominating committee. Upon election as a Trustee, a community member will become a chapter member. Amended January 16, 2001
2.3 Term of Office. The Trustees of this Chapter shall be elected for three (3) years, one-third (1/3) of whom shall expire at the end of each year. A Trustee may be re-elected for successive terms without limitation.
2.4 Nominating Committee. The Nominating Committee shall be the members of the Chapter Board of Trustees.
2.5 Meetings. The San Juan Island Chapter Board of Trustees shall hold The Annual Meeting in the fourth quarter of the calendar year for the purpose of electing officers and Adopting a budget for the coming year. Regular meetings will be at least quarterly for the conduct of business that comes before the Trustees. Special meetings may be called from time to time as needed. Amended January 16, 2001
2.6 Voting. Each Trustee shall possess one vote in matters coming before the Board. All voting at meetings of the Chapter Board of Trustees shall be by each member in person and voting by proxy shall not be allowed.
2.7 Quorum. A majority of the Chapter Board of Trustees constitutes a quorum for the business of the Trustees. In the absence of a majority, a telephone vote may be taken.
Amended January 16, 2001
2.8 Financial. The Fiscal Year of the Chapter shall be the calendar year. NThe Chapter shall approve an annual budget.
2.9 Delegation to Committees. The Chapter Trustees may appoint such committee chairs as necessary to accomplish the purpose of the San Juan Island Chapter of the Sailing Foundation. A Chapter Trustee will be a member of each committee. The committees shall have and exercise the authority of the Trustees to the extent provided in such resolution and subject to any limitations imposed by law. The Trustees may dissolve any committee established by themselves.
2.10 Duties. The Trustees of the Chapter shall conduct the business of the Chapter in accordance with the Articles of Incorporation, Bylaws of the Sailing Foundation and its policies and in accordance with the Chapter Bylaws, policies and goals by acting
personally, delegating, hiring, contracting or any other means which accomplishes the purposes of the Chapter and Foundation.
Article III Duties of Officers
3.1 President. The President shall exercise the usual executive powers pertaining to the office of the President, shall preside at meetings of the Trustees and perform such other duties as the Chapter Board of Trustees may designate or the President may delegate any duties to another Trustee. The President may be an ex-officio member of the Board of Trustees of the Sailing Foundation and shall see that the Chapter operations comply with the purposes and policies of the Foundation.
3.2 Vice President. The Vice President shall act as President in the absence of the President and shall perform such others duties as the President shall direct.
3.3 Secretary. It shall be the duty of the Secretary to keep all records of the Chapter Board of Trustees including but not limited to minutes of meetings, policies, resolutions, and to perform such other acts as the President may direct.
3.4 Treasurer. The Treasurer shall receive and be accountable for all funds belonging to the San Juan Island Chapter, pay all obligations incurred by the Chapter when payment is authorized, maintain bank accounts in depositories, maintain the duly adopted budget and render periodic financial reports. The Treasurer will maintain financial records and send appropriate acknowledgments and documents to donors.
3.5 Election of Officers. Officers shall be elected at the annual meeting by a two thirds vote of
the Chapter Board of Trustees, Officers may serve successive terms. Following the
election of officers, the Sailing Foundation shall be notified of the Chapter’s officers.
3.6 Terms of Office. Officers shall serve terms of one year from election by the Board of Trustees at their annual meeting.
3.7 Executive C,Qmnitteg. The duly elected officers shall constitute an Executive Committee who may act for lie Chapter in matters of urgency and importance that may arise between
regular Trustee ri Amended January 16, 2001
Article TV Membership
4.1 Membership. Membership in the San Juan Island Chapter of the Sailing foundation will be conferred upon payment of dues, as prescribed in a current schedule, renewable annually.
4.2 Mee Members are encouraged to attend any monthly or Annual Meeting of the Chapter Board of Trustees. Agenda items should be conveyed to the President at least one week prior to the meeting.
Article V Indemnification
5.1 The Chapter of the Sailing Foundation stands behind its officers and trustees who are acting in good faith and with apparent authority in an attempt to advance the Chapter’s purpose and interests. To the full extent permitted by the laws of the State of Washington, now and as hereafter amended, the Chapter shall indemnify any officer or trustee who is made or was a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact he is or was a trustee or officer of this corporation. This right of indemnification shall apply only if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Chapter and with respect to any criminal action or proceeding had no reason to believe his conduct was unlawful. Indemnification shall include expenses (including reasonable attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding. However no indemnification shall be made in respect of any claim, issue, or matter as to which he shall have judged to be liable for negligence or misconduct or unlawful activity in the performance of his duty to the corporation.
This indemnification right concerning activity while a person was an officer or director shall continue as to a person who has ceased to be an officer or director and shall inure to the benefit of his heirs, executors, and administrators.
The indemnification provided by this section shall not be deemed exclusive of any other right to which a person may be entitled as a matter of law or by contract.
5.2 The Trustees in their discretion may authorize the Chapter to indemnify any person other than a Trustee or Officer for expenses incurred or other amounts paid in any civil or criminal action, suit, or proceeding to which such person was, or was threatened to be made a party by reason of the fact that such person is or was an agent, employee or representative of the Chapter acting in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Chapter and with respect to any criminal action or proceeding. However no indemnification shall be made in respect of any claim, issue, or matter as to which he shall have judged to be liable for negligence or misconduct or unlawful activity in the performance of his duty to the Chapter.
5.3 The Chapter may purchase and maintain insurance on behalf of any person acting on behalf of the Chapter in any capacity, whether or not the chapter would have the power to indemnify him under law.
Article Vi Amendment of Bylaws
may be amended by a two thirds (2/3) vote of the Trustees of the Chapter.
Article VI Dissolution
6.1 This corporation may be dissolved at any time by a 2/3 vote of the Board of Directors of the corporation. All assets held in the name of the corporation shall be immediately turned over to the Sailing Foundation.
Bylaws adopted March 27, 2001