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By-laws of Sustainable Ballard

Preamble:

These By-laws govern the organization and activities of Sustainable Ballard.

Article I: Location and Boundaries

1.1  Location.

The principal address of SB shall be 2442 NW Market St. PMB 286, Seattle, WA 98107. The directors may change this address or operate offices at other locations as appropriate.

1.2  Boundaries.

SB will operate primarily in the Ballard neighborhood of Seattle, but will maintain contact with individuals and organizations throughout the world who are committed to similar sustainability goals.

Article II: Membership

2.1 Member qualifications.

The Board of Directors (“Board”) shall have the authority to determine the qualifications for non-voting, contributing members. Contributing members shall not have voting rights. Current qualifications to become a Sustainable Ballard contributing member shall be specified in the Operations Manual and on the Sustainable Ballard website.

2.2 Equity Statement

Directors, members, project leads, participants and outreach efforts should reflect at least the diversity percentage of the most current census. (e.g. In 2019, There were 12.8% BIPOC [Black, Indigenous, People of Color] neighbors in zip codes 98107 & 98117).  Sustainable Ballard will make every effort to choose timing, location and communication tools that encourage engagement and allow for full participation of BIPOC, people of all sexual/gender expressions, and people with disabilities.

Article III:  Board of Directors

3.1 General Powers

The affairs of the organization shall be managed by a Board of Directors.

3.2 Number

The Board shall consist of not less than 5 nor more than 15 Directors. The total number of members may fluctuate and may be established from time to time by resolution of the Board of Directors, provided that no decrease in the number shall have the effect of shortening the term of any incumbent Director. The Board shall be comprised of, but not limited to, all SB Officers, and at least one Board Member At-Large. 

3.3  Qualifications

Directors shall support the mission and vision of the organization. Directors may have such other qualifications as the Board may prescribe by amendment to these Bylaws. As the decision-making body at the highest level of organizational leadership, the board strives to create an organization that prioritizes, supports, and invests in diversity, inclusion, and equity. We believe that Sustainable Ballard can best achieve its mission by drawing on the skills, talents, and perspectives of a broad and diverse range of leaders, and that the diversity of viewpoints that comes from different life experiences and cultural backgrounds strengthens board deliberations and decision-making. Our organization welcomes and celebrates differences and ensures that all board members are equally engaged and invested, sharing power and responsibility for the organization’s mission and the board’s work.

3.4  Election of Directors and Officers

Officers and Directors for the following calendar year shall be elected or re-elected at the annual meeting of the board each year. Potential Directors may be invited to apply for Board membership by any Board member.  Interested nominees may fill out a Board Member Questionnaire (as described in the Operations Manual), which is then circulated to each current Director.

3.5  Term of Office

Unless a Director dies, resigns or is removed, he or she shall hold office for a term of one year or until his or her successor is elected, whichever is later. Board Officers and Directors shall serve a one-year term which may be renewed yearly. New board terms start on January 1st of each year.

3.6 Annual Meeting

The annual meeting of the Board shall be held during the month of January on a date chosen by the President or the Board for the purposes of electing Directors and officers and transacting such related business.  If the annual meeting is not held on the date designated therefore, the Board shall cause the meeting to be held as soon thereafter as may be convenient.

3.7 Regular and Special Meetings

By resolution, the Board may specify the date, time and place for holding regular meetings without other notice than such resolution. The President or any two Board members may call a special meeting of the Board with 10 days written notice provided to each member of the Board. The notice does not need to specify the business or purpose of any special meeting. The notice shall be served upon each Board member by hand delivery, regular mail, email, or fax. The person(s) authorized to call such special meetings of the Board may also establish the meeting place, so long as it is a reasonable place to hold any special meeting of the Board.

3.8 Meetings by Telephone/Video Conference 

Board Directors or any committee designated by the Board may participate in a meeting of such Board or committee by means of a conference telephone/video conference or similar communications equipment through which all persons participating in the meeting can hear each other at the same time.  Participation by such means shall constitute in-person presence at a meeting.

3.9 Place of Meetings

All meetings shall be held at a mutually agreed upon location, with notice given to Directors no less than five business days before the meeting.

3.10 Quorum

A majority of the number of Directors in office, including at least one Officer, shall constitute a quorum for the transaction of business at any Board meeting.  If a quorum is not present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

3.11 Manner of Acting – Decisions by Consent

Decisions made at all Board meetings and Advances shall be by “Consent” governed by the following guidelines:

  • Consent is a cooperative participatory approach where everyone is a critical, active stakeholder.
  • The consent principle says that a decision can only be made when none of the circle members present has a reasoned and substantial objection to making the decision.
  • The consent principle is different than “consensus” and “veto.” With consensus the participants must be “for” the decision. With consent decision-making they must be not against. With consensus a veto blocks the decision – without an argument. With consent decision-making, opposition must always be supported – with an argument.
  • Every decision doesn’t require consent, but consent must exist concerning an agreement to make decisions through another method. Thus, many decisions are not made by consent. Rather, with consent, persons or groups can be given the authority to make independent decisions. i.e. Decisions may be made by Consent or Quorum as each group decides.

3.12 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 consent setting forth the action so taken is signed by each of the Directors. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board meeting. For purposes of this Section, record means information inscribed on a tangible medium or contained in an electronic transmission. 

3.13 Board Member Attendance

A Director who is absent from three consecutive regular meetings of the Board shall be encouraged to reevaluate with the Board President their commitment to SB. The Board may deem a Director who has missed six consecutive meetings without such a re-evaluation with the President to have resigned from the Board.

3.14 Resignation or Removal of Director

Any Director may resign at any time by delivering written notice to the President or the Secretary at the registered office of the organization, or by giving oral or written notice at any meeting of the Directors.  Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any Director may be removed by the Board if it is deemed in the best interest of SB. In the event of a resignation or removal of an Officer, the position will be filled as soon as possible, using the consent process.  In the event of a resignation or removal of a Director, using the consent process the Board may assign an interim Director to fill the vacancy until a permanent successor is determined.

3.15 Compensation

The Directors shall receive no compensation for their service as Directors but may receive reimbursement for expenditures incurred on behalf of SB. Nothing in these Bylaws shall be construed to preclude any Board Member from serving SB in any other capacity and receiving compensation for services rendered, provided the compensation structure complies with the Section entitled “Contracts Involving Board Members and/or Officers” in these Bylaws.

3.16 Contracts Involving Directors and/or Officers

When the Board acknowledges and agrees that SB may rely upon a Director’s expertise in order to service a contract and that this activity may require substantial additional time and efforts in addition to the Director’s customary service as a member of the Board of Directors, a Director may agree to provide services to SB in exchange for monetary compensation. Membership on the Board while under contract shall require adherence to board member conduct policies adopted by the Board and enforced equally upon all Directors. The Director shall specifically exercise the duty of loyalty to SB and thereby act in SB’s best interests and not use their authority to advance personal interests, or the interests of related third parties.

The Director may voluntarily resign their position on the Board of Directors at any time and without penalty or liability of any kind, subject to Article 3.14 above.

3.17 Notice of Legal Action

The Director will notify SB promptly if they are subpoenaed or otherwise served with legal process in any matter involving SB or its contracts. The Director will notify SB if any attorney who is not representing SB contacts or attempts to contact the Director (other than Director’s own legal counsel) to obtain information that in any way relates to SB or its contracts, and the Director will not discuss any of these matters with any such attorney without first so notifying SB and providing SB with an opportunity to have its attorney present during any meeting or conversation with any such attorney.

Article 4: Officers

4.1  President

The President shall be the chief executive officer of the organization, and, subject to the Board’s control, shall supervise and control all of the assets, business and affairs of the organization. The President shall preside over meetings of the Board or shall arrange for other members of the Board to preside at each meeting. The President may 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 organization or are required by law to be otherwise signed or executed by some other officer or in some other manner.  In general, the President shall perform all duties incident to the office of President and such other duties as are assigned to them by the Board from time to time. If the Board of Directors does not appoint an Executive Director pursuant to Article 7 of these Bylaws, or upon the death or during the absence, disability, or inability or refusal to act of any Executive Director so appointed, the President may exercise all of the powers and perform all of the duties of the Executive Director.

4.2  Vice President(s)

In the event of the death of the President or their inability to act, the Vice President (or if there is more than one Vice President, the Vice President who was designated by the Board as the successor to the President, or if no Vice President is so designated, the Vice President whose name first appears in the Board resolution electing officers) shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President.  Vice Presidents shall have, to the extent authorized by the President or the Board, the same powers as the President to sign deeds, mortgages, bonds, contracts or other instruments.  Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President or the Board.

4.3  Secretary

The Secretary shall: (a) see that records are kept of Board actions, including overseeing the taking of minutes at all Board meetings, (b)see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) see that corporate records of the organization are maintained; (d) see that records are kept of the post office address of each Director and of the name and post office address of each Officer; (e) sign with the President, or other Officer authorized by the President or the Board, deeds, mortgages, bonds, contracts, or other instruments; and (f) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to them by the President or the Board.

4.4  Treasurer

The Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public; and in general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her  by the President or the Board.

4.5  Additional duties of Officers

All titles, roles and duties shall be further defined and modified by consent of the Board of Directors and recorded in the online Operations Manual.

4.6 Officers with multiple roles

A single Director may fulfill multiple Officer roles at the same time except in the case where this could result in a statutory, operational or legal incompatibility. The President and the Secretary must be separate persons.  In addition, the President and the person with expertise in financial matters must be separate persons.

4.7 Additional Officers

The Board may designate additional standing or temporary officers not named in these Bylaws.

Article 5: Committees

5.1 Standing or Temporary Committees

The Board, by resolution adopted by “Consent” of the Directors in office, may designate and appoint one or more standing or temporary committees as needed, such as fundraising, public relations, data collection, website, etc. Each committee shall include at least two Directors. The Board President shall appoint all committee chairs. Such committees shall have and exercise the authority of the Directors in the management of the organization, subject to such limitations as may be prescribed by the Board and by applicable Washington law except that no committee shall have the authority to:  (a) amend, alter or repeal these Bylaws; (b) elect, appoint or remove any member of any other committee or any Director of the organization; (c) amend the Articles of Incorporation; (d) adopt a plan of merger or consolidation with another organization; (e) authorize the sale, lease, or exchange of all or substantially all of the property and assets of the organization not in the ordinary course of business; (f) authorize the voluntary dissolution of the organization or revoke proceedings therefor; (g) adopt a plan for the distribution of the assets of the organization; or (h) amend, alter or repeal any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by a committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board or any individual Director of any responsibility imposed upon it or them by law.

5.2 Advisory Committees

The Board of Directors by resolution adopted by “Consent” of the Directors in office, may designate and appoint one or more standing or temporary advisory committees of two or more persons to provide advice and assistance to the Board.  Members of the advisory committees may be invited to meetings of the Board or Board Committees, but shall not be entitled to vote or exercise other powers of a director of the organization; provided, however, to the extent permitted by law, members of an advisory committee shall be entitled to the same limitations on liability and rights to indemnification as directors of the organization.  The Board of Directors may determine by separate resolution the operational rules which shall govern an advisory committee.  An advisory committee member may be removed at any time, with or without cause, by the Board.

5.3  Manner of Acting – Decisions by Consent

Decisions made at all Committee meetings shall be by “Consent” governed by the same guidelines as outlined in Article 3.10.

Article 6: Interests of Directors and Officers

6.1  Compensation              

Directors who receive any compensation for services in any capacity, directly or indirectly, from SB may not vote on matters pertaining to that Director’s compensation.

6.2  Conflict of Interest

Directors and Officers shall act in accordance to SB’s Conflict of Interest Policy.

6.3  Review of Certain Transactions

Prior to entering into any compensation agreement, contract for goods or services, or any other transaction with any person who is in a position to exercise influence over the affairs of SB, the Board shall establish that the proposed transaction is reasonable when compared with a similarly-situated organization for functionally comparable positions, goods or services rendered.

Article 7: Executive Director

Section 7.1 Appointment, Powers and Duties

The Board of Directors may appoint a person to exercise all of the powers and perform all of the duties set forth in this Article and shall designate such person so appointed as the Executive Director. The Executive Director may not be a Director of the organization. Unless the Board of Directors otherwise provides, the Executive Director shall be the chief executive officer of the Corporation and shall have such general executive powers and duties of supervision and management as are usually vested in the office of the chief executive officer of a corporation, including carrying into effect all directions and resolutions of the Board of Directors. The Executive Director may execute all contracts and instruments for and in the name of the Corporation. The Executive Director shall direct the day-to-day affairs of the Corporation including supervising (or delegating supervision of) all agents and employees of the Corporation, reporting to the Board of Directors any violation of the rules and regulations (if any), collecting any charges or fees, and keeping records in the form prescribed from time to time by the Board of Directors and reporting thereon whenever so requested by the Board of Directors. The Executive Director shall be directly responsible to the Board of Directors and shall report directly to the Board of Directors.

Section 7.2 Budgets and Reports

The Executive Director shall cause to be prepared and shall submit to the Board of Directors for its approval an annual budget and all supplements thereto for each fiscal year. The Executive Director shall submit to the Board of Directors at its annual meeting a report summarizing the operations and affairs of the Corporation and its activities during the preceding year and setting forth the plans, programs or projects for future development, with such suggestions and recommendations as such officer shall deem appropriate. The Executive Director shall also make such reports to the Board of Directors as may be appropriate, or which may be required by these Bylaws, or by the Board of Directors.

Section 7.3 Communications

The Executive Director shall facilitate communications among members of the Board of Directors, agents and contractors and various volunteer working groups for the purposes of streamlining decision making by those in the Corporation with the appropriate authority. The Executive Director, working with a communications officer as needed, will supervise the publication of the Corporation’s periodic e-newsletter.

Section 7.4 Agents and Employees

The Executive Director shall have the power to employ, remove and suspend all agents and employees not elected or appointed by the Board of Directors, to determine the duties and responsibilities of such persons, to create such titles for such persons as such officer may deem desirable to enable them to execute their duties and responsibilities, and to fix and change the compensation of such persons.

Section 7.5 Participation at Board and Committee Meetings

The Executive Director may be invited to participate in any meeting of the Board of Directors and any committee thereof, whether or not a member thereof; provided, however, that the Executive Director shall not be entitled to vote at, and shall not be counted for purposes of determining whether a quorum is present.

Section 7.6 Further Duties and Authority

The Executive Director shall have such other or further duties and authority as may be prescribed elsewhere in these Bylaws or the rules and regulations (if any) or from time to time by the Board of Directors.

Section 7.7 Absence

In the event of the death or during the absence, incapacity, or inability or refusal to act of the Executive Director, the Board of Directors shall designate some other person to exercise, and in the absence of such designation the Chair may exercise, all of the powers and perform all of the duties of the Executive Director.

Article 8: Administrative Provisions

8.1  Books and Records

SB shall keep at its principal or registered office copies of its current Articles of Incorporation and Bylaws; correct and adequate records of accounts and finances; minutes of the proceedings of its members and Board, and any minutes which may be maintained by committees of the Board; records of the name and address of each Director, and of the name and post office address of each officer; and such other records as may be necessary or advisable. 

8.2  Fiscal year

SB’s fiscal year shall be the calendar year ending December 31 of each year.

Article 9: Amendments

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any meeting of the Board by a majority of a number of the Directors fixed by or in the manner provided by these Bylaws, or by the written consent of each of the Directors.

The foregoing Bylaws were revised and adopted by the Board of Directors on July 28, 2021.

Judy Tangen

Board Secretary