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ARTICLE I – PREAMBLE
Section 1. The YMCA is universally regarded as being in its essential genius a worldwide fellowship of persons united by a common loyalty to the principles of Christian values. The YMCA shall be non-denominational and shall not discriminate on the basis of race, marital status, gender expression, sex orientation, age, color, religion, national origin or special need disability.
ARTICLE II – NAME and OFFICES
Section 1. The name of the organization shall be “Skagit Valley Family YMCA.”
Section 2. The principal office of this organization is 1901 Hoag Rd, Mount Vernon, WA, 98273
ARTICLE III – PURPOSE
Section 1. The purpose of this organization shall be to establish, develop and administer a “Young Men’s Christian Association” and to help persons develop Christian values through the improvement of physical, mental, social, moral and educational conditions of persons who participate in YMCA programs and the community served by this organization.
Section 2. The Skagit Family YMCA shall conform to all rules and requirements of a public charity under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and to the non-profit requirements of the State of Washington.
ARTICLE IV – AFFILIATION
Section 1. The Skagit Valley Family YMCA shall be affiliated with the National Council of Young Men’s Christian Association of the United States of America. (YMCA of the USA)
Section 2. The Skagit Valley Family YMCA shall adhere to the requirements for membership in the National Council and shall demonstrate its support for the cause and reputation of the YMCA movement.
ARTICLE V – SERVICE AREA
Section 1. Service Area. The service area of this organization shall include that of Skagit County, Washington. Through mutual agreement, that area may cross service lines of other YMCAs, in which case this organization shall work cooperatively with special constituency YMCAs in said service area.
Section 2. Departments and Branches. The Board of Directors shall have the power to establish or disband departments or branches of the organization and may establish policies for their governance.
Section 3. Cooperative Relationships. The Board of Directors shall have the power to enter into cooperative relationships with other agencies or organizations when in the judgment of the Board of Directors such a relationship is desirable for achieving the organization’s objectives. In such case, the Board of Directors or the CEO with authority from the Board of Directors shall have the power to execute article of agreeing or contracts binding upon the organization setting forth the rules of govern of such cooperative relationship.
ARTICLE VI – MEMBERSHIP
Section 1. Members. Any person who supports the purpose of the organization may become a member and shall be entitled to all benefits of membership as established by the Board of Directors. Subject to payment of membership fees as established in Section 3 of this Article, any person within one or more of the following definitions shall be a member of this organization.
Family Member. Any person within one or both of the following definitions shall be a family member of the organization:
One parent and spouse, if any, and all children whether or not living within the same household or two persons living within the same household in a relationship. The term “Parent” is defined as a natural or adoptive parent or legal guardian. The term “Children” is defined as any person under the age of 18 who is a natural or legally adopted child or ward of a parent or any other person who may be claimed as a dependent of a parent under Federal or State income tax laws. The term “Children” shall also include foster children legally placed in the home of foster parents and dependent children 21 years of age or younger who are full-time students at a state or private college or university.
Adult Member. Any person 18 years of age or over other than a family member.
Youth Member. Any person under the age of 18 other than a family member.
Section 2. Voting Members. Any Adult Member or Family Member membership, 18 years of age or older shall be a Voting Member of this organization and shall be entitled to cast one vote on any item of business properly brought before the members for consideration. Only one vote shall be cast for each family membership. All votes must be cast in person.
Section 3. Membership Fees. The Board of Directors may from time to time establish fees for membership in this organization. Membership fees may be different for the different classes of membership defined in Section 1 of this Article and the Board of Directors may establish more than one schedule of fees for any given class of membership.
Section 4. Certificate of Membership. Upon payment of required fees the CEO or his/her designate shall issue to a new member a certificate of membership in this organization. Such certificates shall be signed by the CEO or designate or shall bear such other seal of authenticity as may be deemed appropriate by the Board of Directors. The membership certificate shall state a period during which the member remains in good standing and during such a period it shall serve as presumptive proof for all purposes that such person is a member in good standing of this organization. The Board of Directors may establish or delegate to the CEO authority to establish procedures to be followed in the event a question arises concerning the status of any member.
Section 5. Annual Meeting. An annual meeting of the YMCA membership shall be held no later than July 31st of each year. The Board of Directors shall determine the specific date, location, and subject matter of such meeting. Notice of the annual meeting shall be posted at the Principle Location and published and printed in electronic newsletters directed to members. Such notice shall be posted at least ten days but not more than sixty days prior to the scheduled date for the meeting.
ARTICLE VII- BOARD OF DIRECTORS
Section 1. Board Composition. The management of the YMCA shall be vested in a volunteer Board of Directors of not more than eighteen (18) individuals and not less than nine (9) individuals as determined by the Board of Directors. The YMCA will endeavor to have a board that is diverse, reflective of the community, and possesses the necessary skill sets to assure the YMCA can effectively meet community needs.
Section 2. Board Authority. The Board of Directors (“board”) shall supervise and control the governance of the organization. The board may hold, or dispose of, property, real or personal, as may be given, devised, or bequeathed to it or entrusted to its care and keeping, and may purchase, acquire and dispose of such property as may be necessary to carry out the purposes and programs of the corporation.
Members of the board owe a legal fiduciary duty to the YMCA and shall act only in the YMCA’s best interest. The board shall act as a body; no individual director may speak or act on behalf of the board unless authorized by the board. Board members shall respect the confidentiality of board deliberations and shall support decisions of the board even when the board member dissented in the vote. Directors, through their position on the board, will have no direct supervisory or management authority over Skagit Family YMCA staff, except the CEO, except through the policies and procedures enacted in their governance.
No board member shall receive, directly or indirectly, compensation for duties performed as a board member. However, reasonable expenses shall be reimbursed.
Section 3. Board Election. Candidate nominations may be presented to the Board of Directors President for review at any time during the year by any member of the Skagit Valley Family YMCA. Nominees will be vetted by the Board, or its designated committee. The Board will approve new Board Members from this list of nominees by majority vote at a regularly scheduled Board Meeting. Members of the Board of Directors shall serve a three-year term. Terms shall be staggered so that approximately one third (⅓) of the Board of Directors shall be selected each year.
New board members will be ratified by members at the annual meeting of the association as defined in Article VI of these By-Laws.
The Board of Directors shall have the authority to fill any vacancy that occurs during the period between elections.
Section 4. Resignation. Any director may resign at any time by giving written notice to the Board President or his/her designee.
Section 5. Conflict of Interest. All board members shall enforce the YMCA’s conflict interest policy, shall annually disclose potential conflicts of interest in writing and shall report all potential conflicts that occur during the year for review by an independent body.
From time to time, a director or officer of the YMCA may be a director, officer or member of another corporation, association, firm or entity which is interested in a transaction or contract with the YMCA. In the absence of fraud, such a contract or transaction shall not be void or voidable for this reason or require the director or officer to account to this corporation for any profits or benefits therefrom if the transaction or contract is or shall be authorized, ratified or approved by a vote of two-thirds (2/3) of the members of the Board of Directors. Nothing herein contained shall create any liability in the events described or prevent the authorization, ratification or approval of such transactions or contracts in any other manner.
Section 6. Board Retirement. Members of the Board of Directors must retire from active membership on the board for at least one year after serving two consecutive three-year terms unless the Board member is acting in or elected to serve as the Board President, which may add a third consecutive term. Any board member who misses three consecutive board meetings may be automatically retired from the board at the sole discretion of the Board President. All Board member’s accrual of time served shall begin at the Annual Meeting scheduled July 16, 2019.
Section 7. CEO. The Board of Directors may employ a Chief Executive Officer (CEO) after consultation with the Field Consultant of the Field Office of the National Council of the Young Men’s Christian Association. The CEO shall be the chief of the staff and executive officer of the Board of Directors and shall be given such powers and duties as may be deemed appropriate by the Board of Directors. He or she shall be an ex-officio member of all committees of the Board, without vote, and in accordance with the personnel policies of the Board of Directors, he or she shall give general supervision to other employees of the organization. He or she shall give general supervision to other employees of the organization. He or she shall attend all meetings of the Board of Directors and shall make monthly reports on the operation of the organization. The CEO may delegate to staff persons under his/her supervision such authority as he or she may deem necessary and appropriate for the orderly management of the affairs of the organization provided, however, that the CEO shall not delegate to any staff person the duties of attending meetings of the Board of Directors.
The board shall annually review the performance of the Chief Executive Officer against measurable goals and outcomes. The board shall determine a compensation that satisfies the IRS rebuttable presumption test including: 1) review and approval by independent persons; 2) comparability data; and 3) contemporaneous substantiation of its deliberations and decision.
ARTICLE VIII – MEETINGS
Section 1. Meetings. The Board of Directors shall meet at least monthly unless waived by the Board on the date determined by the President of the organization. Special meetings of the Board of Directors may be called by the President, and shall be called upon written request of four Directors. The call for a special meeting shall specify the purpose or object of the meeting. A majority of the active members of the Board shall be a quorum for transaction of business. The Board my vote on business by electronic means where such business is required between monthly meetings as determined by the President.
ARTICLE IX – COMMITTEES
Section 1. Committees. The President shall have the power to appoint standing or special committees with appropriate job descriptions. All committees shall report their acts and proceedings to the Board of Directors.
Section 2. Authority of Committees. Committees shall have such authority as is delegated to them by resolution of the board, but no committee shall have authority to fill or create vacancies on the board, amend these Bylaws, approve mergers, dissolution or other major decisions. Committees have no authority to amend or repeal any board resolution.
ARTICLE X – OFFICERS
Section 1. Officers. The officers of the Skagit Family YMCA shall be a Chief Volunteer Officer (CVO)/President, Vice President, Secretary, Treasurer and immediate Past President. The board may appoint other assistant officers as it deems necessary and such officers shall have the authority as prescribed by the board. The CVO/President of the organization shall also serve as chairperson of the executive committee.
Section 2. Election of Officers. At the first regular meeting of the Board of Directors after the annual meeting and ratification of the Board, the Board shall elect from its own number a Recording Secretary and Treasurer. And if the term of the President and Vice President has expired or if either the President or vice President is unable to act for any reason whether or not such term has expired, the Board shall also elect from its own number persons to fill the office of President or Vice President or both. A Nominating Committee may be appointed by the President from the Board to recommend a slate of officers. The officers elected shall hold office from the term described herein, or until their successors have been elected and qualified. They shall have power to perform the duties as stated in the Articles of Incorporation and Bylaws of this organization.
Section 3. Terms of Office. The officers of the board shall be elected to hold office for two years, or until their successors are elected and installed. These officers shall assume office immediately following their election.
Section 4. Resignation or Removal of Officers. Any officer may resign by written notice at any time to the President or his/her designee. An officer or director may be removed from office, with or without cause, by a majority vote of the Board of Directors at a properly constituted meeting. The Board of Directors shall have the power to fill any unexpired terms occurring between regular elections.
ARTICLE XI – STAFF
Section 1. Employees. The Board of Directors may, upon recommendation of the CEO, employ such employees as they from time to time deem necessary. The Board of Directors delegate this authority to the Executive Director.
ARTICLE XII – LIMITATION OF LIABILITY OF DIRECTORS
Section 1. Liability. Unless otherwise prohibited by law, the Skagit Valley Family YMCA will indemnify any current or former director or officer, and may by resolution indemnify any employee or volunteer, against any and all expenses and liabilities incurred by him or her in connection with any claim, action, suit, or proceeding to which he or she is made a party by reason of being a director, officer, employee, or volunteer acting on behalf of the YMCA. Notwithstanding, there shall be no indemnification for gross negligence or criminal conduct.
The YMCA may advance expenses or may undertake the defense of itself, but such expenses shall be repaid if it is ultimately determined that an officer, director, employee or volunteer was not entitled to such indemnification.
The Board of Directors may authorize the purchase of insurance on behalf of any director, officer, employee, or volunteer or other agent against any liability incurred by him or her which arises out of the person’s status with the YMCA. The Board of Directors requires a Directors & Officers coverage with a minimum of $1,000,000 of coverage.
Section 2. Compensation – Members of the YMCA Board of Directors may not receive any remuneration from the YMCA while a member of the Board as is consistent with Article III Section 2.
ARTICLE XIII – DISPOSITION OF ASSETS
Section 1. Dissolution. In the event of the dissolution of the Association, the assets of the corporation shall be transferred to one or more exempt organizations under Section 501 (c) (3) of the Internal Revenue Code ( or the corresponding provision of any future United States Internal Revenue Code) , primarily for the benefit of Skagit County, Washington.
ARTICLE XIV – AMENDMENTS
Section 1. Who May Amend. These Bylaws may be amended at any regular meeting by a majority vote of the Board of Directors.
Section 2. Repeal. All prior bylaws of this Association not herein contained or inconsistent with or in conflict with the foregoing bylaws are hereby repealed.
BY-LAWS APPROVED 5-28-2019