BYLAWS OF SAMMAMISH ROTARY FOUNDATION (Adopted by the Board of Trustees , Amended )

Transcription

1 BYLAWS OF SAMMAMISH ROTARY FOUNDATION (Adopted by the Board of Trustees , Amended ) ARTICLE I - PURPOSES The Sammamish Rotary Foundation shall be operated as a charitable community foundation. As such, the corporation is organized exclusively for charitable and educational purposes as defined in Section 501(c)(3) of the Internal Revenue Code (the Code ). In addition, and to the extent such services may be performed by a charitable organization, the corporation shall be operated for the following charitable purposes: (a) The support of any charitable activity which helps further the following Avenues of Service of the Rotary Club of Sammamish and/or Rotary International, or fulfills similar charitable purposes: (i) Community (whether local, regional, or national), (ii) International (iii) Vocational (iv) Youth Service (v) Major Impact Grants (vi) Endeavors or similar purpose activities whose names may be added or changed from time to time (b) The providing of qualified scholarships to eligible students attending secondary school (or equivalent standing), in accordance with procedures established by the Board of Trustees; and (c) The making of distributions to charitable organizations recognized by the Internal Revenue Service as exempt from taxation under Section 501(c)(3) of the Internal Revenue Code. No part of the net earnings of the corporation shall inure to the benefit of any trustee of the corporation, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes), and no Trustee or officer of the corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation. 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 publication or distribution of statements) any political campaigning on behalf of any candidate for public office. Notwithstanding any provision of these Bylaws, the corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may SAMMAMISH ROTARY FOUNDATION BYLAWS AMENDED

2 hereafter be amended, or by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code and Regulations, as they now exist or as they may hereafter be amended. Upon dissolution of the corporation or the winding up of its affairs, the assets of the corporation shall be distributed exclusively to charitable organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, with preference to organizations that are, directly or indirectly affiliated with Rotary International. ARTICLE II - OFFICES Registered Office and Registered Agent. The registered office of the corporation shall be located in the State of Washington at such place as may be fixed from time to time by the Board of Trustees upon filing of such notices as may be required by law. The registered agent shall have a business office identical with such registered office. ARTICLE III - MEMBERS The corporation shall have a single class of members which shall be comprised of all active members of the Rotary Club of Sammamish, Washington. New members may only be added through the membership process of the Rotary Club of Sammamish. Similarly, existing members shall automatically be terminated if terminated from the Rotary Club of Sammamish. Each member shall be entitled to one vote on all matters submitted to a vote of the corporation's members. ARTICLE IV MEMBERS' ANNUAL MEETINGS 4.1 Annual Meeting Place. Meetings of the members shall be held at such place as shall be determined from time to time by the Board of Trustees. The place at which any such meeting is to be held shall be stated in the notice of the meeting. 4.2 Annual Meeting Time. The annual meeting of the members for the transaction of such business as may properly come before the membership, shall be held in December each year on the same date and at a time that coincides with the annual meeting of the Rotary Club of Sammamish. 4.3 Annual Meeting--Order of Business. At the annual meeting of members, the order of business shall be as follows: (a) Calling the meeting to order (b) Proof of notice of meeting (or filing of waiver) (c) Reading of minutes of last annual meeting (d) Reports of officers (e) Reports of committees (f) Miscellaneous business 4.4 Special Meetings. Special meetings of the members for any purpose may be called at any time by the Chairperson or Board of Trustees. Only business within the purpose or purposes described in the meeting notice required by RCW may be conducted at a special meeting. 4.5 Notice. (a) Notice of the time and place of the annual meeting of members and of regular meetings other than the annual meeting shall be given by delivering written or printed notice of the same SAMMAMISH ROTARY FOUNDATION BYLAWS AMENDED

3 personally, by mail or, by electronic transmission at least ten (10) days, and not more than fifty (50) days, prior to the meeting. (b) At least ten (10) days and not more than fifty (50) days prior to the meeting, written or printed notice of each special meeting of members, stating the place, day, and hour of such meeting, and the purpose or purposes for which the meeting is called, shall be delivered personally, by mail or, by electronic transmission. (c) Any notice delivered by electronic means must satisfy the requirements of RCW as set forth under Article VIII. 4.6 Waiver of Notice. A waiver of any notice required to be given any member, signed by the person or persons entitled to such notice, whether before or after the time stated therein for the meeting, shall be equivalent to the giving of such notice. 4.7 Voting. All voting by members shall be in person. Voting by proxy shall not be permitted. Unless otherwise agreed to by each member of the Board in writing to the Secretary, voting is only permissible in person or through electronic means such as a fax, , or text provided the person casting the vote was in electronic attendance at the meeting when the discussion was held related to the matter being voted upon. Attendance is further defined as set forth below in Section 4.9. Consent means a written or electronic communication to the Secretary wherein all the voting trustees agree to discuss and vote the matter by electronic transmission. 4.8 Annual/Special Meeting Quorum. One-quarter (1/4) of the Club members, entitled to vote, represented at a meeting shall be necessary and sufficient to constitute a quorum for the transaction of business at the Annual Meeting or Special meetings. 4.9 Attendance by Electronic Communications Technology. With the consent of the Trustees, members may attend any meeting by any means of communication which enables all persons participating in the meeting to hear each other simultaneously during the meeting. A member who participates by means of communications equipment is deemed to be present in person at the meeting. ARTICLE V - BOARD OF TRUSTEES 5.1 Number, Composition and Powers. The management of all the affairs, property and interests of the corporation shall be vested in a Board of Trustees. The Board of Trustees consists of twelve (12) persons, eleven (11) of whom shall have voting rights and one (1) who shall have no voting rights. Effective July 1, 2016 voting Trustees will be limited to one vote by each person. (a) Five (5) Trustees shall serve by virtue of their office in the Rotary Club of Sammamish as set forth below. 1) Current President of Rotary Club, 2) Immediate Past President of the Rotary Club, 3) President-Elect of the Rotary Club 4) Secretary of the Rotary Club and 5) Treasurer of the Rotary Club. (b) Seven (7) Trustees shall elected by the Rotary Club of Sammamish. 1) Development Director, 2) At Large Trustee 3) Executive Director of the Nightmare at Beaver Lake Committee, 4) Community Service Chair, 5) Vocational Service Chair, 6) International Service Chair and 7) the Major Impact Grants Chair Voting Trustees and non-voting trustees distinguished. (a) Voting Trustees. (i) The immediate Past President of the Rotary Club of Sammamish; (ii) The current President-elect of the Rotary Club of Sammamish; SAMMAMISH ROTARY FOUNDATION BYLAWS AMENDED

4 (iii) The current Secretary of the Rotary Club of Sammamish; (iv) The current Treasurer of the Rotary Club of Sammamish; (v) The Chair of the Community Service Committee; (vi) The Chair of the Vocational Service Committee; (vii) The Chair of the International Service Committee (viii) The Chair of the Major Impact Grants Committee (ix) The Executive Director of the Nightmare at Beaver Lake (x) The At-Large Trustee (xi) The Development Director (b) Non-Voting Trustee. (i) The current President of the Rotary Club of Sammamish Membership requirements. All Trustees must be members. In addition to the powers and authorities expressly conferred upon it by these Bylaws and Articles of Incorporation, the Board of Trustees may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the members of the corporation. 5.2 Term. The one At Large Trustee shall serve for a one (1) year term and the Development Director shall serve for a three (3) year term; each term commencing on July 1. The Executive Director of the Nightmare at Beaver Lake Committee shall serve while occupying that position. The four service committee chairs, consisting of Community, Vocational, Major Impact Grants and International, shall serve one year, renewable terms. All other Trustees shall serve concurrently with the term of office or chair in the Rotary Club of Sammamish which entitles them to serve as Trustee. 5.3 Election. At a meeting of the Board of Trustees, at least three weeks prior to the Annual Meeting scheduled pursuant to paragraph 4.2, above, the Trustees shall nominate candidates for the At-large position and, when open, the position of Director of Development from the membership of the Rotary Club of Sammamish who best fill the skill sets needed for open Trustee positions. The Trustees shall nominate a candidate for the position of Executive Director of the Nightmare at Beaver Lake Committee. The four (4) service committee chairs, consisting of Community, Vocational, Major Impact Grants and International, shall be nominated from the membership of the Rotary Club of Sammamish by the current President-elect and presented to the Board of Trustees. The Board of Trustees slate of nominees for any open positions shall be presented to Rotary Club of Sammamish members for affirmation or rejection at the Annual Meeting. 5.4 Change of Number. The number of Trustees may at any time be increased or decreased by amendment of these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent Trustee. 5.5 Vacancies. All vacancies in the Board of Trustees, whether caused by resignation, death or otherwise, may be filled by the affirmative vote of a majority of the remaining Trustees even though less than a quorum of the Board of Trustees. A Trustee elected to fill any vacancy shall hold office for the unexpired term of his or her predecessor and until a qualified successor is elected. Notwithstanding the foregoing, a vacancy in the Trustee seat held by the Chairperson shall be filled by the most recently serving Past President of the Rotary Club of Sammamish. If he or she is unable or unwilling to serve, the office shall be filled by the most recently serving Past President of the Rotary Club of Sammamish who is not then a Trustee. 5.6 Regular Meetings. Regular meetings of the Board of Trustees shall be held no less frequently than once each calendar quarter, and may be held at such place or places, either within or without the State of Washington, as the Board of Trustees may from time to time designate by written notice, or by SAMMAMISH ROTARY FOUNDATION BYLAWS AMENDED

5 electronic means satisfying the requirements of RCW as set forth under Article VIII. The annual meeting shall be held at such time and place as the Board of Trustees shall designate by written notice each year. 5.7 Special Meetings. Special meetings of the Board of Trustees may be called at any time by the Chairperson or upon written request by any two voting Trustees. Such meetings shall be held at such place or places as the Trustees may from time to time designate. 5.8 Notice. Notice of all special meetings of the Board of Trustees (and of all regular meetings) shall be given to each Trustee by three (3) days' prior service of the same by letter, personally or by electronic means satisfying the requirements of RCW as set forth under Article VIII. Such notice need not specify the business to be transacted at, nor the purpose of, the meeting. 5.9 Board of Trustees meetings Quorum. Six (6) voting Trustees, one of whom who is not an officer, shall be necessary and sufficient at all meetings to constitute a quorum for the transaction of business Waiver of Notice. Attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. A waiver of notice signed by the Trustee or Trustees, whether before or after the time stated for the meeting, shall be equivalent to the giving of notice Executive and Other Committees. The Board of Trustees may appoint, from time to time, from its own number, standing or temporary committees consisting each of no fewer than two (2) Trustees. Such committees may be vested with such powers as the Board may determine by resolution passed by a majority of the Trustees in attendance at a meeting where the committee is being established. No such committee shall have the authority of the Board of Trustees in reference to amending, altering, or repealing these Bylaws; electing, appointing, or removing any member of any such committee or any Trustee or officer of the corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, or exchange of all or substantially all of the property and assets of the corporation other than in the ordinary course of business; authorizing the voluntary dissolution of the corporation or adopting a plan for the distribution of the assets of the corporation; or amending, altering, or repealing any resolution of the Board of Trustees which by its terms provides that it shall not be amended, altered, or repealed by such committee. All committees so appointed shall keep such records and minutes of the transactions of their meetings as may be requested by the Board of Trustees. The designation of any such committee and the delegation of authority thereto, shall not relieve the Board of Trustees, or any member thereof, of any responsibility imposed by law Remuneration. No compensation shall be paid to Trustees for their service Loans. No loans shall be made by the corporation to any Trustee Removal. Any Trustee may be removed at any time, with or without cause, by the affirmative vote of two-thirds (2/3) of the votes cast by members having voting rights with regard to the election of any Trustee represented at a meeting of members at which a quorum is present. Prior to taking action to remove a Trustee, the Trustee subject to removal shall be given the opportunity to resign from office. Trustees who have been installed by appointment of the Board of Trustees may be removed by the Board of Trustees without action of the members Action by Trustees without a Meeting. Any action required or permitted to be taken at a meeting of the Trustees, or of a committee thereof, may be taken without a meeting by a written consent setting forth the action so to be taken, signed by all of the Trustees, or all of the members of the committee, as the case may be, before such action is taken. Such consent shall have the same effect as a unanimous vote. Any such action may also be ratified after it has been taken, either at a meeting of the Trustees or by unanimous written consent. SAMMAMISH ROTARY FOUNDATION BYLAWS AMENDED

6 5.16 Attendance by Electronic Communications Technology. A Trustee may attend any meeting of the Board of Trustees by any means of communication which enables all persons participating in the meeting to hear each other simultaneously during the meeting. A Trustee who participates by means of communications equipment is deemed to be present in person at the meeting. ARTICLE VI - OFFICERS 6.1 Designations. The officers of the corporation shall be a Chairperson, a Secretary, a Treasurer, and a Development Director. All such officers shall be elected or appointed in the manner specified in Article V. Each officer shall have the duties set forth below, and shall serve until his or her successor is elected and qualified. 6.2 The Chairperson. The Chairperson shall preside at all meetings of the Board of Trustees, shall have general supervision of the affairs of the corporation, and shall perform such other duties as are incident to the office or are properly required of the Chairperson by the Board of Trustees. In the absence of the Chair, the Development Director shall preside as the acting Chair at the Board meetings. 6.3 Secretary. The Secretary shall issue notices for all meetings, except for notices of special meetings of the members and the Board of Trustees which are called by the requisite number of Trustees, shall keep minutes of all meetings, shall have charge of the seal and the corporate minute books, and shall make such reports and perform such other duties as are incident to the office, or are properly required of the Secretary by the Board of Trustees. 6.4 Treasurer. The Treasurer shall have the custody of all monies and securities of the corporation and shall keep regular books of account. The Treasurer shall disburse the funds of the corporation in payment of the just demands against the corporation or as may be ordered by the Board of Trustees (taking proper vouchers for such disbursements) and shall render to the Board of Trustees from time to time as may be required, an account of all transactions undertaken as Treasurer and of the financial condition of the corporation. The Treasurer shall perform such other duties as are incident to the office or are properly required by the Board of Trustees. The Treasurer shall present an annual budget to the Board of Trustee at a time to be established each year by the Board of Trustees Development Director. The Development Director shall have primary responsibility for the coordination and implementation of the corporation s contributed income programs. The Development Director s principal charge shall be to create numerous, efficient, and compelling opportunities for donors to support the corporation and to make the experience of giving satisfying and rewarding. The Development Director shall perform such other duties as are properly required by the Board of Trustees. 6.6 Delegation. If any officer of the corporation is absent or unable to act and no other person is authorized to act in such officer's place by the provisions of these Bylaws, the Board of Trustees may from time to time delegate the powers or duties of such officer to any other officer or any Trustee or any other person it may select. 6.7 Vacancies. Vacancies in any office arising from any cause may be filled by the Board of Trustees at any regular or special meeting of the Board; provided, that a vacancy in the office of Chairperson shall be filled by the most recently serving Past President of the Rotary Club of Sammamish who is willing to serve. 6.8 Other Officers. The Board of Trustees may appoint such other officers or agents as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Trustees. 6.9 Loans. No loan shall be made by the corporation to any officer. SAMMAMISH ROTARY FOUNDATION BYLAWS AMENDED

7 6.10 Term--Removal. The officers of the corporation shall hold office until their successors are chosen and qualified. Any officer or agent elected or appointed by the Board of Trustees may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Trustees, but such removal shall be without prejudice to the contract rights, if any, of the person so removed Bonds. The Board of Trustees may, by resolution, require any and all of the officers to provide bonds to the corporation, with surety or sureties acceptable to the Board, conditioned for the faithful performance of the duties of their respective offices, and to comply with such other conditions as may from time to time be required by the Board of Trustees. ARTICLE VII - DEPOSITORIES The monies of the corporation shall be deposited in the name of the corporation in such bank or banks or trust company or trust companies as the Board of Trustees shall designate, and shall be drawn from such accounts only by check or other order for payment of money signed by such persons, and in such manner, as may be determined by resolution of the Board of Trustees. ARTICLE VIII - NOTICES 8.1 Notice In Person or by Mail. Except as may otherwise be required by law, any notice to any member or Trustee may be delivered personally or by mail. If mailed, the notice shall be deemed to have been delivered when deposited in the United States mail, addressed to the addressee at his or her last known address in the records of the corporation, postage prepaid. 8.2 Notice by Electronic Transmission (RCW ) (a) Definitions. (i) "Electronic transmission" means an electronic communication (a) not directly involving the physical transfer of a record in a tangible medium and (b) that may be retained, retrieved, and reviewed by the sender and the recipient thereof, and that may be directly reproduced in a tangible medium by a sender and recipient. (ii) "Electronically transmitted" means the initiation of an electronic transmission. (iii) "Record" means information inscribed on a tangible medium or contained in an electronic transmission. (iv) Consent means a written or electronic communication to the Secretary wherein the recipient agrees to receive notices by electronic transmission. (b) A notice to be provided by electronic transmission must be electronically transmitted. (c) Notice to members and Trustees in an electronic transmission that otherwise complies with the requirements of this Section 8.2 is effective only with respect to members and Trustees who have consented, in the form of a record, to receive electronically transmitted notices pursuant to this Section. (i) Notice to members and Trustees includes material that this Section requires or permits to accompany the notice. (ii) A member or Trustee who provides consent, in the form of a record, to receipt of electronically transmitted notices shall designate in the consent the message format SAMMAMISH ROTARY FOUNDATION BYLAWS AMENDED

8 accessible to the recipient, and the address, location, or system to which these notices may be electronically transmitted. (iii) A member or Trustee 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. (iv) The consent of any member or Trustee is revoked if the corporation is unable to electronically transmit two consecutive notices given by the corporation in accordance with the consent, and this inability becomes known to the Secretary of the corporation or other person responsible for giving the notice. The inadvertent failure by the corporation to treat this inability as a revocation does not invalidate any meeting or other action. (d) Notice to members or Trustees who have consented to receipt of electronically transmitted notices may be provided notice by posting the notice on an electronic network and delivering to the member or Trustee a separate record of the posting, together with comprehensible instructions regarding how to obtain access to this posting on the electronic network. (e) Notice provided in an electronic transmission is effective when it: (i) Is electronically transmitted to an address, location, or system designated by the recipient for that purpose, and is made pursuant to the consent provided by the recipient; or (ii) has been posted on an electronic network and a separate record of the posting has been delivered to the recipient together with comprehensible instructions regarding how to obtain access to the posting on the electronic network. ARTICLE IX - CONFLICTS OF INTEREST 9.1 Purpose. The purpose of this conflict of interest policy is to protect the corporation s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or Trustee or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict or interest applicable to nonprofit and charitable organizations. 9.2 Definitions Interested Person. Any Trustee, principal officer, or member of a committee with powers delegated by the Board of Trustees, who has a direct or indirect financial interest, as defined below, is an interested person Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: (a) An ownership or investment interest in any entity with which the corporation has a transaction or arrangement; (b) A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement; or (c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Paragraph 9.3.2, a person who has a financial interest may have a conflict of interest only if the Board of Trustees decides that a conflict of interest exists. SAMMAMISH ROTARY FOUNDATION BYLAWS AMENDED

9 9.3 Procedures Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Trustees and members of committees with governing board delegated powers considering the proposed transaction or arrangement Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board of Trustees meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists Procedures for Addressing the Conflict of Interest. (a) An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. (b) The chairperson of the Board of Trustees shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. (c) After exercising due diligence, the Board of Trustees shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. (d) If a more advantageous transaction or arrangement is not reasonable possible under circumstances not producing a conflict of interest, the Board of Trustees shall determine by a majority vote of the disinterested Trustees whether the transaction or arrangement is in the Organization s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement Violations of the Conflicts of Interest Policy. (a) If the Board of Trustees has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. (b) If, after hearing the member s response and after making further investigation as warranted by the circumstances, the Board of Trustees determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. 9.4 Records of Proceedings. The minutes of the Board of Trustees shall contain: (a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board of Trustee s decision as to whether a conflict of interest in fact existed. (b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. 9.5 Compensation. SAMMAMISH ROTARY FOUNDATION BYLAWS AMENDED

10 (a) A voting member of the Board of Trustees who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member s compensation. (b) A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member s compensation. (c) No voting member of the Board of Trustees who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation. 9.6 Annual Statements. Each Trustee, principal officer and member of a committee shall annually sign a statement which affirms such person: (a) Has received a copy of the conflicts of interest policy; (b) Has read and understands the policy; (c) Has agreed to comply with the policy; and (d) Understands the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. 9.7 Periodic Reviews. To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: (a) Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm s length bargaining. (b) Whether partnerships, joint ventures, and arrangements with management organizations conform to the corporation s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction. 9.8 Use of Outside Experts. When conducting the periodic reviews as provided for in paragraph 9.7, the corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted. ARTICLE X - SEAL The corporate seal of the corporation, if any, shall be in such form and bear such inscription as may be adopted by resolution of the Board of Trustees, or by usage of the officers on behalf of the corporation. ARTICLE XI - INDEMNIFICATION OF OFFICERS, TRUSTEES, EMPLOYEES, AND AGENTS The corporation shall indemnify its officers, Trustees, employees, and agents to the greatest extent permitted by law. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Trustee, officer, employee, or agent of the corporation or who is or was serving at the request of the corporation as an officer, employee, or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan, against any liability asserted against such person and incurred by such person in any such capacity or arising out of any status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article. SAMMAMISH ROTARY FOUNDATION BYLAWS AMENDED

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12 ARTICLE XII - BOOKS AND RECORDS The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Trustees; and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its Trustees, giving the names and addresses of all Trustees. ARTICLE XIII - AMENDMENTS The Board of Trustees shall have power to make, alter, amend, and repeal the Bylaws of this corporation; provided, that the Board will not approve any such alteration, amendment, or repeal that would adversely impact the rights of any members unless such alteration, amendment, or repeal shall first have received the approval of two- thirds (2/3) of the members of such class. Adopted by resolution of the corporation's Board of Trustees on November 23, Secretary SAMMAMISH ROTARY FOUNDATION BYLAWS AMENDED