Article I: Office
The principal office of the corporation in the State of Washington shall be located in the City of Seattle. The corporation shall have and continuously maintain in the state of Washington, a registered office, and a registered agent whose office is identical with such registered office, as required by the Washington Non-profit Corporation Act. The address of the registered office may be changed from time to time by the Board of Directors.
Article II: Board of Directors
Section 1. General Powers.
The affairs of the corporation shall be managed by its Board of Directors which shall be self-perpetuating.
Section 2. Number, Tenure and Qualifications.
As permitted by the Articles of Incorporation, the Board of Directors shall consist not less than sixteen and not more than twenty Directors. The Directors shall serve staggered four-year terms. Initially, to provide for staggered terms, four Directors shall serve for a four year term; four Directors, a three year term; four Directors, a two year term; and four directors, a one year term. If a Director resigns, the President of the Corporation shall appoint a new Director to complete the term, subject to confirmation by the Board of Directors. Beginning with and including the appointment of Directors in the Year 2000, no Director shall be appointed to more than two consecutive four-year terms.
Section 3. Regular Meetings.
Regular meetings of the Board of Directors shall be held annually on the third Tuesday in the month of July at 12:00 noon, at the principal offices of the corporation in Seattle, Washington, or at such other place as the Board of Directors may from time to time provide by resolution, such meetings to be held without further notice other than this by-law of such resolution.
Section 4. Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of the President or any four Directors. The person or persons authorized to call special meetings of the Board may fix the place of the special meeting.
Section 5. Manner of Acting.
An act of the Board of Directors shall require the presence at a meeting of a quorum of the Board of Directors and an agreement by a majority of the members of the quorum present. A quorum shall consist of nine members of the Board of Directors. Directors may vote by proxy or absentee ballot, provided a written statement or absentee ballot is filed with the Secretary before the meeting commences. Voting by proxy or absentee ballot shall constitute "presence" at the meeting for establishing quorum requirements, in relation to the particular issue being voted upon. All meetings of Directors and Committees shall be open and accessible to all persons interested in the purposes of the corporation, except that when the Board of Directors considers personnel matters or other confidential matters of persons, organizations or agencies served or to be served by the corporation, the portion of the meeting considering such matters, records or cases may be closed.
Section 6. Vacancies.
Any vacancy occurring in the Board of Directors shall be filled by the Board of Directors at any meeting. A vacancy in the Board of Directors shall occur whenever a Director dies or declines, ceases or refuses to act. Failure on the part of a Director to attend two consecutive, regularly scheduled annual meetings of the Board of Directors without in any instance advising the Secretary in advance that the Director will be absent shall be conclusively presumed to be a refusal to act.
Section 7. Compensation.
Directors as such shall not receive any stated salaries for their services, but nothing herein shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefor. Directors shall be reimbursed for expenses incurred in connection with Board activities with the approval of the Board.
Section 8. Informal Action by Directors.
Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.
Article III: Officers
Section 1. Officers.
The officers of the corporation shall be a President, Vice President, Secretary, and a Treasurer, each of whom shall be a member of the Board of Directors.
Section 2. Election and Term of Office.
The officers of the corporation shall be elected biennially by the Board of Directors. Each of the officers shall be elected for a term of two years, and each shall be a person who will be serving as a Director during his/her term as an officer. The term as a Director of each Officer shall be extended in the amount of the duration of his/her service as an Officer. Beginning with and including the appointment of Officers in the Year 2011, no Officer shall be appointed to more than two consecutive two-year terms. All officers shall have the same right to vote at meetings.
Section 3. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term as per Article II, Section 6.
Section 4. President.
he President shall be the principal executive officer of the corporation and shall in general supervise and manage all of the business and affairs of the corporation. The President shall preside at all meetings of the Board of Directors. The President may sign any deeds, mortgages, bonds, contracts, or other instruments except checks which the Board of Directors has authorized to be executed; and in general the President shall perform all duties as may be prescribed by the Board of Directors from time to time.
Section 5. Vice President.
In the absence of the President or in the event of his inability to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
Section 6. Secretary.
The Secretary shall keep the minutes of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the corporate records; keep a register of the post office address of each Director and officer which shall be furnished to the Secretary by the Directors and officers; and in general perform all the duties as from time to time may be assigned by the President or the Board of Directors.
Section 7. Treasurer.
The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks or other depositories as shall be selected in accordance with the provisions of Article VI of these by-laws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or by the Board of Directors.
Article IV: Committees
Section 1. Committees.
Committees may be designated by the resolution of the Board of Directors. Except as otherwise provided in such resolution, the President of the corporation shall appoint the members of each committee, or members of the Board may volunteer.
Section 2. Term of Office.
Each member of a committee shall continue as designated by resolution adopted by agreement of the Board of Directors, unless the committee shall be sooner terminated.
Section 3. Chairman.
One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof, or shall be elected by the members of the committee.
Section 4. Vacancies.
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Article V: Contracts, Checks, Deposits, Funds and Employees
Section 1. Contracts.
The Board of Directors may authorize any officer or officers, employee or employees of the corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts and Other Financial Instruments.
All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by one Director of the corporation or another non-profit Section 501(c)(3) tax exempt entity, designated by the Board of Directors of this corporation, which has agreed to provide technical assistance to this corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determina-tion by the Board of Directors, such instruments shall be signed by one of the Directors of the corporation.
Section 3. Deposits.
All funds of the corporation shall be deposited from time to time to the credit of the corporation or to the credit of another non-profit Section 501(c)(3) tax exempt entity, designated by the Board of Directors of this corporation, which has agreed to provide technical assistance to this corporation in such banks or other depositories as the Board of Directors may select.
Section 4. Gifts.
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.
Section 5. Employees.
The corporation may from time to time employ such bookkeepers and fiscal personnel, secretaries, experts and consultants in services relating to the purposes of this corporation, and such other employees as the Board of Directors shall from time to time authorize. The Board of Directors shall determine the duties of such employees, shall set their terms of employment and may from time to time adopt personnel and other policies relating to employees.
Article V: Books and Records
The corporation shall keep correct and complete records and books of account which may be done either directly by this corporation of indirectly by another non-profit Section 501(c)(3) tax exempt entity, designated by the Board of Directors of this corporation, which has agreed to provide technical assistance to this corporation and shall also keep minutes of the proceedings of its Board of Directors. All books and records of the corporation may be inspected by any Director or his/her agent of attorney for any proper purpose at any reasonable time.
Article VII: Fiscal Year
The fiscal year of the corporation shall begin on the first day of July and end on the last day of June in each year.
Article VIII: Ammendmants to By-Laws
These by-laws may be altered, amended or repealed and new by-laws may be adopted at any regular meeting or at any special meeting of the Board of Directors by agreement of two-thirds of all of the Directors of the corporation.
CERTIFICATE OF ADOPTION
I, ______________________, acting Secretary at the first meeting of the initial Board of Directors of
THE INSTITUTE FOR DYNAMICS OF EXPLOSIONS AND REACTIVE SYSTEMS
hereby certify that the foregoing by-laws consisting of Article I through VIII were duly adopted for the corporation at that meeting which was held on ___________________, 1988 at ___________________.
This version of the bylaws are current as of August 2013.