FOSL By-Laws as of 01/07/2018

By: FOSL Interim Board of Directors

FRIENDS OF SPANAWAY LAKE (Approved Interim Board of Dirctors 01/07/2018)

Bylaws
ARTICLE I
Name
The name of this organization shall be Friends of Spanaway Lake.
The acronym for this organization shall be known as FOSL.
Friends of Spanaway Lake is a non-profit 501(c)(3) organization incorporated in the State of Washington EIN # is 82-3785811 and Incorporation number can be listed here.}  See Article IX for non-profit incorporation purpose clause and dissolution provisions.

ARTICLE II
Objectives
The Friends of Spanaway Lake is {a community organization of local citizens comprised of property owners, users of the lake and other interested parties dedicated to:
the preservation of water quality,
fish and wildlife habitat enhancement,
protection from environmental hazards,
education, and Including communication of lake safety, preservation and protection of property and property rights. 
These objectives will be attained by a combination of citizen engagement and working with local and state government and other appropriate agencies for the continued vitality of Spanaway Lake.} 
 

Article III Membership

By: FOSL Interim Board of Directors

ARTICLE III
Membership
Any member of the general public within Pierce County with interests aligned with FOSL’s objectives may become a FOSL member.  {Members of the general public residing outside Pierce County may become members subject to a majority vote of the Board of Directors at the first Board meeting subsequent to their application.  Members who wish to represent on behalf of an organization, business, corporation or other entity may apply as an individual representing that organization as an “organization member.”  All members shall be subject to an annual membership fee to recover administrative costs.  Members shall be able to vote on issues presented at general and annual meetings and FOSL officers at the annual election; all members are represented by one vote each.  Members and non-members are welcome to comment to the board on FOSL-related issues at each meeting.  Membership dues, as set by the board, should be considered so as to not be an uncommon financial burden on members.  In addition to membership fees, donations to FOSL by willing donors, grants, and proceeds from fundraisers shall be gratefully accepted, whether membership is intended or not.}
Non-discrimination statement:  FOSL does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities, operations or membership status. We are committed to providing an inclusive and welcoming environment for all members, volunteers, and the public.

FOSL by-laws (01/07/2018) Article IV Administration Section 1; officers

By: FOSL Interim Board of Directors

ARTICLE IV
Administration

Section 1. Officers
a. The Executive Officers shall consist of a board of five members that are members of FOSL.  The board positions shall be numbered 1 through 5, with positions 1 through 3 being geographically designated based upon as close to equal populations in three areas around Spanaway Lake. Each of the geographical positions is for a term of 3 years after the initial staggering provision as noted in article IV c.  Positions 4 and 5 being “at large” positions comprising of anywhere within Pierce County, including the geographical districts 1, 2 and 3 as established. At large positions are for a term of 2 years after the initial staggering provisions of article III c. The geographic boundaries of positions 1 through 3 are proposed as “Exhibit A”, and approval of the boundaries shall take place at least 14 days prior the first annual meeting (see Section 2). Review and revision of the boundaries for positions 1-3 can be made in the subsequent year following formation of FOSL, and every three years thereafter, if necessary, to address population changes resulting in imbalance.  A temporary committee can be established by the board for this purpose and report their findings at the annual meeting.  The terms of each board member shall be three years, with the exception of the initial election of officers as designated in Section 2 to enable staggered terms.
b. A non-voting board member from the county government will be made available to facilitate FOSL- County Agency communications and cooperation.  It will be the county ageny decision to nominate this non-voting member.  If more than one agency submits a nominie then the Board of Directors will select the member for that year.  Agency representative nominations shall be accepted every year at first  board meeting after the annual meeting.
c. One board member shall, upon election by the other board members, be elected chair.   One board member, shall upon election by the other members, be elected vice-chair to act as chair in case of the chair’s absence.  Both chair and vice-chair shall serve for one-year terms; the re-election of the chair and vice-chair shall take place after the election of officers at each subsequent annual meeting. 
d. The Board’s responsibility is to decide matters of

1. policy,

2. effort,

3. organization,

4. revenues and expenditures incurred, and

5. operation in support of the organization’s objective,

subject to advisement and counsel of any standing or temporary committees, and/or the general membership.  Formal actions by the Board shall be approved with three majority votes, and three members must be present to constitute a quorum.  Board members may refer decisions to a vote of the membership attending a general or annual membership meeting at any time.
e. Officers shall assume their duties immediately following their election at the Annual Meeting.
f. The Board shall establish standing or temporary committees and task forces with a majority vote; standing committees shall be:

1. a. Finance / Audit,

2. b. Engagement,

3. c. Projects,

4. d. Government liaison,

5. e. All committees shall have a timeframe, goal and defined task to help advise the Board in its decisions.

g. The Board shall designate and approve by board majority vote a Financial Officer, who shall keep proper financial records, and shall give financial status reports to the organization on a regular basis, The Board shall ensure that proper safeguards and accounting checks and balances are employed in the financial affairs of the organization.  All financial transactions shall be viewable at a regular board / annual meeting by any FOSL member, and reviewed by the financial/audit committee prior to each annual meeting or request by board.   All financial transactions shall be signed by the Financial officer and counter-signed with at least one elected officer.  All transactions will be fully disclosed to the membership on a monthly financial report.  FOSL expenditures exceeding $500 shall be voted on by the Board at a regular Board meeting.  The Financial Officer shall serve at the pleasure of the board.
h. The board may also establish, by majority vote, a position of coordinator to act as a liaison between committees, other public and private organizations, and the general public to communicate and facilitate efforts within FOSL and report progress and efforts at general meetings.

Section 2. Elections – Initial Formation
a. An initial nomination period and election for the Executive Officers of FOSL shall be called at a date(s) and time(s) certain by the incumbent members participating in the ‘ad hoc’ formation of the organization.  The ‘ad hoc’ incumbent members shall form and create temporary organizational committees in order to establish the formal organization, and also select an interim board of directors to act as the body to conduct the election (the “Election Committee”); however any member that becomes a candidate for Executive Officer positions cannot take part in the election committee.   Individuals may self-nominate, or be nominated, although the individual reserves the right to accept or decline the nomination.  An individual may only be nominated for a defined geographic position in which they reside; or,  Any member, including those not elected to a defined geographic position, may participate in the election for at large positions.
b.   The nomination period shall be open for a period of fourteen (14) days prior to the election.  A district map will be distributed to members and published on FOSL communications tools at least 14 days prior to the election. The nominees shall be presented to the membership upon the called date of the assembly for the election and will address the membership to introduce themselves and their positions on issues.  A person, acting as proxy, may be able to present and attest to the nominee’s behalf should they be unavailable for the election meeting.  Should a position lack a nomination, a nominee may change their position requested to accommodate the vacancy; if a position still lacks a nominee, the board may appoint a qualifying FOSL member to the position by majority vote.
c. Voting – voting shall be in-person by members using a secret ballot at the election meeting as designated and announced to the membership.  The winning candidate for each position shall be elected by the most total votes; a runoff election will only be held in the event of a tie and shall be held at the same election meeting.  Qualifications of incumbent members to receive a ballot (in this initial election only) shall be any person who is documented as signed up for emails, communications, committees or of items of interest in FOSL.  The initial terms for board positions shall be:  Position 1 – one year, Postion 2 – two years, Position 3 – three years, At-Large position 1, one-year, At-Large position 2, three  two years. 
d. Upon completion of the initial election, 2(a) and 2(b) shall be superseded by 2 (d):
e. An election will be held annually at the FOSL annual membership meeting to conduct elections for open board positions.    The Board shall designate an Election Committee comprised of current members to conduct the election, however, no candidate for a position in the election may serve on the Election Committee.  FOSL members in standing (current dues paid) may vote; payment of dues in arrears, if paid at the time of the annual meeting shall not disqualify the member who desires to vote.  Only those attending the general membership meeting in standing may be able to vote, no proxy or absentee voting shall be permitted.  If subsequent elections are desired to be held electronically, online or otherwise, their framework will be subject to approval by a 2/3rd majority vote of the membership present at the annual meeting, and based upon proposals from the board, a elections committee tasked with that effort, or the membership.   Nominees for any position that are unopposed may be approved with a motion for affirmation by the membership.

Section 3. Vacancies / Removal of Board Members
a. If a vacancy in a board position occurs due to resignation, death, or departure of the board member from their area occurs, the nominations and election of a new board member shall occur at the next regular meeting.
b. A vacancy shall be declared in a board position if a board member has three consecutive unexcused absences from established regular meetings.  Board members shall contact the board chair or vice-chair to request their absence to be excused.
c. Board members shall conduct themselves with honesty, civility and integrity and respect for all viewpoints on issues presented.  Board members conducting themselves in bad faith and to the detriment of FOSL objectives, or engaging in financial irregularities can be removed with a majority vote of the board, referred to approval by a 2/3rd majority vote of the membership at a regular or annual meeting.

FOSL By-laws (01/07/2018) Article V-Annual Meetings ARTICLE VI

By: FOSL Interim Board of Directors

ARTICLE V
Regular Meetings

Regular meetings shall be announced to the general public within 30 days, and held monthly or semi-monthly, as determined by the Board, by the amount of business or activities they determine.  Meetings shall be strived to be held at the same location, time and day of the month as practicable.   Regular meetings may consist of information-sharing, event-planning, initiatives or other advocacy efforts; however, each meeting shall have an agenda that consists of a financial report for the current period by the finance officer, a report on actions by the Board and reports from the committees.  A time allotment shall be made for public comment to the board on matters pertaining to the objectives of FOSL.

ARTICLE VI
Annual Meetings

An annual meeting shall be called with a date, time and location certain by the Board.  This meeting shall be as consistent as possible in its recurrence as to time and location.  The annual meeting’s agenda shall consist of
(1) a financial report of the past twelve months (with approval by the vote of the membership),
(2) a report of the organization’s activities for the previous twelve months;
(3) discussion and establishment of goals for the organization for the next twelve and twenty-four months, as well as long-range planning,
(4) establishment of a budget plan for the next twelve and twenty-four months,
(5) collection of outstanding dues and establishment of dues amounts for the next year, if necessary;
(6) nomination and election of officers to open positions
(7) matters for the good of the order relevant to the objectives of FOSL.
Annual, regular, or special meeting minutes, either by audio, written means or both, shall be published on line and/or available to be viewed by the general public within (7) days after each meeting.
 

FOSL By-Laws Articles VII Parliamentary Authority and VIII Amendment to By-Laws

By: FOSL Interim Board of Directors

ARTICLE VII
Parliamentary Authority
The rules of procedure as stated in the current edition of Robert’s Rules of Order Newly Revised shall govern this unit in all cases in which they are applicable and in which they are not inconsistent with the Bylaws and Standing Rules of IT.

ARTICLE VIII
Amendments to the Bylaws
Bylaws may be proposed, adopted or amended at an annual membership meeting of the FOSL by a majority vote of the members present and voting, provided notice has been previously given and such changes are consistent with the bylaws of FOSL.

FOSL By-Laws (01/07/2018) Article IX Purpose and dissolution

By: FOSL Interim Board of Directors

ARTICLE IX: Purpose and Dissolution:
Articles of Incorporation of Friends of Spanaway Lake.  The undersigned, a majority of whom are citizens of the United States, desiring to form an Non-Profit Corporation under the Non-Profit Corporation Law of Washington State, do hereby certify:
First: The name of the Corporation shall be Friends of Spanaway Lake (FOSL)
Second: The place in this state where the principal office of the Corporation is to be located is Spanaway, Pierce County.
Third: Said corporation is organized exclusively for charitable, educations and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c ) (3) of the Internal Revenue Code, or the corresponding sections of any future federal tax code.
Fourth: The names and addresses of the persons who are the initial trustees of the corporations are as follows:

Melvin W. Oleson
634 169th St S. Spanaway, WA. 98387
Susan Thompson
   16701 Lakeside Drive S., Spanaway. WA. 98387
James Overway
1411 Creso Road S. Spanaway, WA. 98387

Fifth: 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 purpose set forth in Article Third hereof.  No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign or behalf of or in opposition to any candidate for public office.  Not with standing 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 form federal income tax under section 501 (c) (3) code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Sixth: Upon the dissolution of the corporation, assets shall be distributed for one of more exempt purposes within the meaning of section 501 ( c ) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to the state or local government, for a public purpose.  Any such assets not so disposed of shall be disposed of by ta Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located.  Exclusively for such purposes or to such organizations or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Should the viability of FOSL to continue as a functioning organization become apparent, without foreseeable remedies, to remaining viable due to insolvency, lack of membership or interest, the board of directors, with a majority vote, shall refer a motion to dissolve to the membership with a 2/3rd majority vote of those present at an annual meeting.  , The proceeds of any remaining assets to be donated to one or more local charitable or non-profit organizations in accordance with item “Sixth” above
In witness whereof, we have hereunto subscribed our names this ______day of ___________, 20______..
________________________________
Melvin. W. Oleson

________________________________
Susan Thompson

James Overway
[Bylaws should include dates of adoption, amendments, and/or revisions. Adopted indicates the first time the bylaws were written; amended indicates very minor changes; and revised indicates extensive changes scattered throughout the bylaws.]
Adopted by the General Membership of Friends of Spanaway Lake, __________, 20___.
Melvin W. Oleson

Susan Thompson

James Overway