KAIROS PUGET SOUND COALITION
Article 1. Name and Purpose
The name of this corporation shall be Kairos Puget Sound Coalition. The purpose of the Kairos Puget Sound Coalition is to create awareness and sponsor educational events to promote justice and peace for the peoples of the Holy Land. Kairos Puget Sound Coalition is a non-profit corporation and shall be operated exclusively for educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code.
Article 2. Office
The principal office of Kairos Puget Sound Coalition (the “corporation) shall be located at its principal place of business at 7201 34th Ave NW, Seattle, WA 98117 or such other place as the Board of Directors (“Board”) may designate. The corporation may have such other offices, either within or without the State of Washington, as the Board may designate or as the business of the corporation may require from time to time.
Article 3. Membership
The Corporation has its constituency member Christian churches and organizations interested in justice and peace for peoples of the Holy Land. An organization becomes a member by submitting a completed membership application form to the Secretary. The Secretary places the application on the agenda for the next board meeting. The board votes on accepting the application; the results are included in the minutes. The Secretary notifies the organization of the results in writing, or by email.
3.1 Membership Meetings
The annual meeting of the member organizations of the Kairos Puget Sound Coalition (i.e., of the representatives from the member organizations) shall be held during the month of March on a date and time designated by the Board for the purposes of electing directors and officers and transacting such business as may properly come before the meeting. Five of the member organizations entitled to vote, represented in person, shall constitute a quorum at a meeting of the members. The vote of a majority of the member organizations present at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by these Bylaws. Special meetings of the members may be called by the Chair, the Board or at least three of the member organizations.
3.2 Member Voting Rights
Each member organization shall have one vote and shall appoint a representative to vote for such member organization in the election. Member organizations shall have a right to vote only for the election of directors and officers and on matters presented to the members for vote by the Board of Directors.
3.3 Notice of Meetings
The Chair, the Secretary or the Board shall cause to be delivered to each member entitled to vote at the meeting, either personally, by mail, by facsimile transmission or by electronic transmission, not less than ten nor more than fifty days before the meeting, written notice stating the place, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called
Article 4. Board of Directors
4.1 General Powers
The affairs of the corporation shall be managed by a board of directors.
4.2 Number of Directors
The Board shall consist of not less than three and no more than seven directors, the specific number to be set by resolution of the Board. The number of directors may be changed from time to time by amendment to these Bylaws, provided that no decrease in the number shall have the effect of shortening the term of any incumbent director.
4.3 Director Qualifications and Responsibilities
Directors shall have such qualifications as the Board may prescribe by resolution or amendment to these Bylaws, but serving as a director requires a commitment to promoting justice and peace for the peoples of the Holy Land. All directors shall attend meetings of the board, engage in fund-raising activities, and share progress about the Kairos Puget Sound Coalition.
4.4 Election of Directors
4.4.1 Initial Directors
The initial directors named in the Articles of Incorporation shall serve until the first annual membership meeting.
4.4.2 Successor Directors
Successor directors shall be elected at the annual membership meeting by representatives of the member organizations. The terms of the directors shall be set so that the terms shall be staggered to the extent possible.
4.4.3 Term of Office of Directors
Each director shall serve on the Board for a term of two years. The terms of the directors are staggered so that three directors finish their terms during the first year, and the other four directors’ terms expire the following year. See sections 4.6, 4.7, and 4.8 for exceptions to the term length.
The directors shall receive no compensation for their service as directors but may receive reimbursement for expenditures incurred on behalf of the corporation.
Any director may resign at any time by delivering written notice to the Chair or the Secretary either by email or at the registered office of the corporation, 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.
A vacancy in the position of director may be filled by the affirmative vote of a majority of the remaining directors. A director who fills a vacancy shall serve for the unexpired term of his or her predecessor in office.
At a meeting of the Board, one or more directors may be removed from office, with or without cause, by a vote of two-thirds of the directors then in office.
4.9 Board of Directors Meetings
4.9.1 Regular Meetings
By resolution, the Board may specify the date, time and place for the holding of regular meetings without other notice than such resolution.
4.9.2 Special Meetings
Special meetings of the Board or any committee designated and appointed by the Board may be called by or at the written request of the Chair or any two directors.
4.9.3 Meetings by Telephone
Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
4.9.4 Place of Meetings
All meetings shall be held at a place designated by the majority of the Board.
4.9.5 Notice of Special Meetings
Any designated representative of a member organization may call for a special Board or committee meeting in writing or by personal communication with the Board member not less than five days before the meeting. Notices in writing may be delivered or mailed to the Board or committee members at his or her address shown on the records of the corporation or given by facsimile or electronic transmission. Neither the business to be transacted at, nor the purpose of any special meeting need be specified in the notice of such meeting. If notice is delivered by mail, the notice shall be deemed effective when deposited in the official government mail properly addressed with postage thereon prepaid. Notices by electronic transmission must be delivered in accordance with Section 4.9.10 of these Bylaws.
4.9.6 Waiver of Notice
18.104.22.168 In Writing
Whenever any notice is required to be given to any Board member under the provisions of these Bylaws, the Articles of Incorporation or applicable Washington law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the waiver of notice of such meeting.
22.214.171.124 By Attendance
In general, the attendance of a director at a meeting shall constitute a waiver of notice of such meeting. The exception to this “default” waiver is in the case in which a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
A majority of the directors in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the board. No business shall be considered by the board at any meeting at which a quorum is not present. The act of the majority of the directors present at a meeting at which there is a quorum shall be the act of the Board, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation, or applicable Washington law.
4.9.8 Presumption of Assent
A Board member of the corporation present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention is entered in the approved minutes of the meeting. Such right to dissent or abstain shall not apply to a director who voted in favor of such action.
4.9.9 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. Such written consents may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same document. Any such written consent shall be inserted in the official records of minutes as if it were the minutes of a Board meeting. For purposes of these Bylaws, “executed” means: (a) writing that is signed; or (b) an email transmission that is sent with sufficient information to determine the sender’s identity.
4.9.10 Electronic Transmission
Notices may be provided in an electronic transmission. Notice in an electronic transmission is effective only with respect to those directors that have consented, in the form of a record, to receive electronically transmitted notices and designated in such consent the address, location or system to which these notices may be electronically transmitted. A director who has consented to receipt of electronically transmitted notices may revoke the consent by delivering a revocation to the corporation in the form of a record. Furthermore, the consent is automatically revoked if the corporation is unable to electronically transmit two consecutive notices given by the corporation, and this inability becomes known to the person responsible for giving notice. Notice provided in an electronic transmission is effective when it is electronically transmitted to an address, location or system designated by the recipient for that purpose.
Article 5. Committees
5.1 Board and Advisory Committees
5.1.1 Board Committees
The Board, by resolution adopted by a majority of the directors in office, may designate and appoint one or more standing or temporary committees, each of which shall consist of two or more directors. Such Board committees shall have and exercise the authority of the directors in the management of the corporation, subject to such limitations as may be prescribed by the Board; 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 or officer of the corporation; (c) amend the Articles of Incorporation; (d) adopt a plan of merger or consolidation with another corporation; (e) authorize the sale, lease or exchange of all or substantially all of the property and assets of the corporation not in the ordinary course of business; (f) authorize the voluntary dissolution of the corporation or revoke proceedings therefor; (g) adopt a plan for the distribution of the assets of the corporation; 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, him or her by law.
5.1.2 Advisory Committees
The Board may designate and appoint one or more advisory committees, each of which may consist of at least one director and one or more other individuals to give advice and counsel to the Board. The Board shall establish the charge and tasks for the committee and appoint its chair and members.
5.1.3 Quorum: Manner of Acting (relates to Committee)
A majority of the number of members of any committee shall constitute a quorum, and the act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of the committee.
Any member of any committee may resign at any time by delivering written notice thereof to the Chair, the Secretary or the chairperson of such committee, or by giving oral or written notice at any meeting of such committee. 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.
5.1.5 Removal of Committee Member
The Board, by resolution adopted by a majority of the directors in office, may remove from office any member of any committee elected or appointed by it.
Article 6. Officers
6.1 Board Officers
The officers of the corporation shall be a chair, vice chair, secretary, treasurer, network coordinator, and two members at large, each of whom shall be elected at the annual meeting of the members. Other officers and assistant officers may be elected or appointed by the Board, such officers and assistant officers to hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any officer may be assigned by the Board any additional title that the Board deems appropriate. Any two or more offices may be held by the same person, except the offices of Chair and Secretary.
6.2 Election and Term of Office of Officers
The officers of the corporation shall be elected each year at the annual meeting of the Kairos Puget Sound Coalition. Officers shall generally hold office until the next annual meeting of the corporation or until his or her successor is elected. Each member organization shall have one vote.
Any officer may resign from their office at any time by delivering written notice to the Chair, the Vice Chair, the Secretary, or the Board, or by giving oral or written notice at any meeting of the Board. 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.
A vacancy in any office may be filled by the Board for the unexpired portion of the term or for a new term established by the Board.
Any officer or agent elected by the members or appointed by the Board may be removed from office by the Board whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Note: When a lawsuit is dismissed without prejudice, it signifies that none of the rights or privileges of the individual involved are considered to be lost or waived. (http://legal-dictionary.thefreedictionary.com/)
The Chair shall, subject to the Board’s vote, provide vision, direction, leadership, and management of the assets, business and affairs of the corporation. The Chair shall preside over meetings of the Board. When directed by the Board, the Chair 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 corporation, or are required by law to be otherwise signed or executed by some other officer or in some other manner. In general, the Chair shall perform all duties incident to the office of Chair and such other duties as are assigned to him or her by the Board from time to time.
6.7 Vice Chair
In the event of the inability of the Chair to perform his or her responsibilities, the Vice Chair shall perform the duties of the Chair, with all the powers of and subject to all the restrictions upon the Chair. The Vice Chair shall have the same powers as the Chair to sign deeds, mortgages, bonds, contracts or other instruments, as directed by the Board. The Vice Chair shall perform such other duties as from time to time may be assigned to him or her by the Chair or the Board.
The Secretary shall: (a) keep or cause to be kept the minutes of meetings of the Board; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian or ensure the safe custody of the corporate records of the corporation; (d) keep records of the address of each Director and each member representative; and (e) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Chair or the Board.
The Treasurer shall have charge and custody of and be responsible for oversight of all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and ensure the deposit all such moneys in the name of the corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws; provide financial reports to the Board at its meetings and on request 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 Chair or the Board.
6.10 Network Coordinator
The Network Coordinator shall connect and involve Christian-based churches to participate in the corporation’s activities and keep the corporation informed of their particular events that they are sponsoring related to Palestine Israel. The Network Coordinator works to expand membership in the Kairos Puget Sound Coalition and enhance communications among its members.
Article 7. Administrative Provisions
7.1 Books and Records
The corporation 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 the Board, and any minutes which may be maintained by committees of the Board; records of the name and address of each director; and such other records as may be necessary or advisable. The secretary may send an electronic copy (pdf) of minutes and other official records to the principal office, which will be considered meeting this requirement.
7.2 Accounting Year
The accounting year of the corporation shall be the twelve months ending December 31 of each year.
7.3 Rules of Procedure
The rules of procedure at meetings of the Board and committees of the Board shall be rules contained in Roberts’ Rules of Order on Parliamentary Procedure, newly revised.
Article 8. Conflicts
The corporation has adopted a conflict of interest policy to protect its interests when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director or member of the corporation. Directors are required to annually sign a statement that affirms they have received a copy of the policy, have read and understand the policy, agree to comply with the policy, and understand that the corporation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes
Article 9. Amendments
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the vote of a majority of the number of directors in office.
The foregoing Bylaws were adopted by the directors on December 28, 2015.