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ORGANIZATION BYLAWS
BYLAWS of WashingtonFilmWorks
Effective: July 25, 2006
TABLE OF CONTENTS
These Bylaws of WashingtonFilmWorks (the "corporation") are intended to conform to the mandatory requirements of the Washington Nonprofit Corporation Act (the "Act") and 2SSB 6558 ch. 247, Laws of 2006, or as hereafter amended, (hereinafter referred to as the "Approved Motion Picture Competitiveness Program Statute"). Any conflict between these Bylaws and the provisions of the Act or the Approved Motion Picture Competitiveness Program Statute shall be resolved in favor of the application of the Act and the Approved Motion Picture Competitiveness Program Statute.
ARTICLE 1
MEMBERSHIP
Section 1.1 General. The board of directors may, from time to time, increase or decrease the classes of membership in the corporation. The board of directors may, from time to time, establish the rights and privileges, including voting privileges of the different classes with approval of the members. Any membership fees, additional assessments, and qualifications shall be determined by the board of directors annually or more frequently if the board of directors deems it necessary.
Section 1.2 Classes. Initially, the membership of the corporation shall consist of three (3) classes of members, the first class to be designated "Appointed," the second class to be designated "Contributing," and the third class to be designated "Active."
Section 1.3 Appointed Members. The Appointed Members of the corporation shall be the directors who are appointed by the governor of the State of Washington (the "governor"), pursuant to the Approved Motion Picture Competitiveness Program Statute.
Section 1.4 Contributing Members. The Contributing Members of the corporation shall be those persons (as defined in RCW 82.04.030) who make a contribution to the motion picture competitiveness program administered by the corporation pursuant to the Approved Motion Picture Competitiveness Program Statute.
Section 1.5 Active Members. The active membership of the corporation shall consist of individuals, domestic or foreign profit or nonprofit corporations, general or limited partnerships, business associations or other motion picture industry professionals whose background, experience or interests indicate that they will support the purposes of the corporation as set forth in the corporation's Articles of Incorporation. The board of directors may elect any such persons at any meeting thereof, without notice. Active members, for notice and voting purposes, shall be those whose current dues have been paid.
Section 1.6 Voting Rights. The members shall have the right to vote on the following actions of the corporation:
(a) merging, consolidating or transferring substantially all of the corporation's assets;
(b) dissolving the corporation;
(c) altering the classes or voting rights of members; and
(d) approval of amendments to the Articles of Incorporation or Bylaws of the corporation, that are consistent with the Approved Motion Picture Competitiveness Program Statute.
Section 1.7 Certificates of Membership. Certificates of membership in the corporation may be issued. If issued, they shall be numbered, and the respective members' names shall be entered in the membership register of the corporation as the certificates are issued. Certificates shall bear the member's name and shall be signed by the president or the secretary.
Section 1.8 Status of Membership. Membership in the corporation shall be personal, shall not survive the death of any individual member, and may not be transferred by any means.
Section 1.9 Termination of Membership. Membership in the corporation (other than appointed membership) may be terminated for any action by a member that is detrimental to the best interests of the corporation, or for failure to actively support corporate purposes, or to actively participate in corporate activities. Removal shall require the affirmative vote of two-thirds (2/3rds) of the board of directors. In the event that any such termination is contemplated, the board of directors shall notify the member in writing of the reasons for the proposed action, and of the time and place of the meeting of the board of directors at which termination is to be considered, not later than ten (10) days prior thereto. At the meeting, the member shall be entitled to respond to the stated reasons, and to be heard in his or her own defense.
ARTICLE 2
MEETINGS OF MEMBERS
Section 2.1 Annual Meeting. The annual meeting of the members for the transaction of such business as may properly come before the meeting shall be held during the first quarter of the corporation's fiscal year. The time and place of the annual meeting will be designated by the board of directors.
Section 2.2 Special Meetings. Special meetings of the membership for any purpose or purposes may be called at any time by the president of the corporation or by the board of directors, at such time and place as the president or the board of directors may prescribe. Special meetings of the members may also be called by members having at least one-twentieth (1/20th) of the votes entitled to be cast at such a meeting. Upon request by such members, it shall be the duty of the secretary to call such a special meeting of the membership at such time and place as the secretary may fix, not less than ten (10) nor more than fifty (50) days after the receipt of said request. If the secretary shall neglect or refuse to issue such call within five (5) days of such receipt, the members making the request may issue the call, specifying the time and place of the meeting.
Section 2.3 Notice of Meetings. Notice of the time and place of the annual meeting, and in case of a special meeting, the time, place and purpose or purposes for which the meeting is called, shall be delivered to each member entitled to vote at such meeting not less than ten (10) nor more than fifty (50) days before the date of the meeting, by or at the direction of by or at the direction of the president, or the secretary, or the officers or persons calling the meeting. Notice of regular meetings other than the annual meeting shall be made by providing each member with the adopted schedule of regular meetings for the ensuing year at any time after the annual meeting and ten (10) days prior to the next succeeding regular meeting and at any time when requested by a member or by such other notice as may be prescribed by these Bylaws. Such notice may be delivered by regular or express mail, private carrier, personal delivery, email, electronic network posting, facsimile, or by telegram or teletype.
Section 2.3.1 Consent to Notice By Email. If notice is provided to members by email, it is effective only with respect to members who have: (a) consented in writing or by email to receive notices transmitted by email; and (b) designated in the consent the message format that is accessible to the recipient, and the address, location, or system to which these notices may be emailed. A member who has consented to receipt of emailed notices may revoke the consent by delivering (by mail, facsimile or email) a revocation to the corporation. The consent of any member is revoked if the corporation is unable to transmit by email two (2) consecutive notices given by the corporation in accordance with the member's 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.
Section 2.3.2 Delivery of Notice by Email. Notice provided by email to a member who has consented to receive notice by such means is effective when it is emailed to an address designated by the recipient for that purpose.
Section 2.3.3 Delivery of Notice by Posting to Electronic Network. The corporation may provide notice of the time and place of any meeting of the members by posting the notice on an electronic network (such as a listserv), provided that the corporation also delivers to the member notice of the posting by mail, facsimile, or email (pursuant to the recipient's consent to receive notices by email), together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.
Section 2.3.4 Delivery of Notice by Other Means. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage thereon prepaid. Other forms of notice described in this section are effective when received.
Section 2.4 Quorum. Members holding one-third (1/3rd) of the votes entitled to be cast at any meeting, represented in person or by proxy, shall constitute a quorum. Members voting by proxy, mail or electronic transmission are present for all purposes of quorum, count of votes, and percentages of total voting power present. The vote of a majority of the votes entitled to be cast by the members at a meeting at which a quorum is present, shall be necessary for the adoption of any matter voted upon by the members.
Section 2.5 Voting. A member entitled to vote may vote in person at any meeting, or such member may vote by mail, electronic transmission (such as email or "web voting"), or by proxy executed by the member or a duly authorized attorney-in-fact.
An executed proxy may be transmitted to the corporation by regular or express mail, private carrier, personal delivery, email, electronic network posting, facsimile, or by telegram or teletype. A proxy shall be valid only if executed and dated within eleven (11) months of the date of the meeting at which the proxy vote is cast.
Whenever proposals are to be voted upon by members, the vote may be taken by mail or by electronic transmission (such as email or "web voting") if the text of each proposal to be voted upon is set forth in the notice of meeting. A vote may be conducted by electronic transmission if the corporation has designated an address, location, or system to which the ballot may be electronically transmitted and the ballot is electronically transmitted to the designated address, location, or system, in an executed electronically transmitted record.
Section 2.6 Meetings Held by Telephone or Similar Communications Equipment. Meetings of members may be conducted by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
ARTICLE 3
BOARD OF DIRECTORS
Section 3.1 Powers and Qualifications. The affairs of the corporation shall be managed by the board of directors, who shall be appointed by the governor.
Section 3.2 Composition of Board of Directors. The board of directors shall consist of the following members:
(a) One member representing the Washington motion picture production industry;
(b) One member representing the Washington motion picture postproduction industry;
(c) Two members representing labor unions affiliated with Washington motion picture production;
(d) One member representing the Washington visitors and convention bureaus;
(e) One member representing the Washington tourism industry;
(f) One member representing the Washington restaurant, hotel, and airline industry; and
(g) A chairperson, chosen at large, who shall serve at the pleasure of the governor.
Section 3.3 Number and Term. The number of directors of the corporation shall be no fewer than eight (8). Each such director shall hold office for the term for which he or she is appointed. The term of office of the board members, other than the chairperson, shall be four (4) years.
Section 3.4 Committees. The board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint committees of the board. Any such committee shall consist of two (2) or more directors and shall have and exercise such authority of the board of directors in the management of the corporation as may be specified in said resolution. However, no such committee shall have the authority of the board of directors to amend, alter or repeal the Bylaws; elect, appoint or remove any member of any such committee or any director or officer of the corporation; amend the Articles of Incorporation; adopt a plan of merger or adopt a plan of consolidation with another corporation; authorize the voluntary dissolution of the corporation or revoke proceedings therefore; adopt a plan for the distribution of the assets of the corporation not in the ordinary course of business; or amend, alter or repeal any resolution of the board of directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation of authority to it shall not operate to relieve the board of directors or any individual director of any responsibility imposed upon it, him or her by law.
Section 3.5 Board of Advisors. The board of directors shall appoint a board of advisors selected from the membership ("Member Representatives"). Each Member Representative shall serve on the Board of Advisors for a one (1) year term. The role of the Board of Advisors shall be to (1) advise the board of directors concerning policy issues that may arise in connection with the corporation's activities; (2) provide input and guidance concerning the board's evaluation of applications for funding assistance; and (3) advise the board on other issues at the board's request.
Section 3.6 Vacancies. The governor shall have the power to fill any vacancy occurring on the board for any reason. The director appointed to fill a vacancy shall be appointed for the unexpired term of his or her predecessor in office.
Section 3.7 Removal. Any board member appointed by the governor may be removed by the governor for cause under RCW 43.06.070 and 43.06.080.
ARTICLE 4
MEETINGS OF BOARD OF DIRECTORS
Section 4.1 Annual Meeting. The annual meeting of the board of directors for the election of officers and for the transaction of such business as may properly come before the meeting shall be held immediately after the annual membership meeting or any membership meeting. Said meeting shall be held at the same place as the membership meeting unless some other place shall be specified by resolution of the membership at such meeting.
Section 4.2 Regular Meetings. Regular meetings of the board of directors shall be held at least quarterly at such time and place as the board of directors may fix from time to time.
Section 4.3 Special Meetings. Special meetings of the board of directors may be held at any place and time, whenever called by the president, secretary, or any two (2) directors.
Section 4.4 Notice of Meetings. No notice of the annual meeting or regular meetings of the board of directors shall be required. Notice of the time and place of any special meeting of the board of directors shall be given by the secretary, or by the director or directors calling the meeting, by regular or express mail, private carrier, personal delivery, email, electronic network posting, facsimile, telegram, teletype, or by personal communication over the telephone or otherwise, at least three (3) days prior to the date on which the meeting is to be held. Neither the business to be transacted nor the purpose of any meeting of the board of directors need be specified in the notice or any waiver of notice of such meeting.
Section 4.4.1 Consent to Notice By Email. If notice is provided to directors by email, it is effective only with respect to directors who have: (a) consented in writing or by email to receive notices transmitted by email; and (b) designated in the consent the message format that is accessible to the recipient, and the address, location, or system to which these notices may be emailed. A director who has consented to receipt of emailed notices may revoke the consent by delivering (by mail, facsimile or email) a revocation to the corporation. The consent of any director is revoked if the corporation is unable to transmit by email two (2) consecutive notices given by the corporation in accordance with the director's 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.
Section 4.4.2 Delivery of Notice by Email. Notice provided by email to a director who has consented to receive notice by such means is effective when it is emailed to an address designated by the recipient for that purpose.
Section 4.4.3 Delivery of Notice by Posting to Electronic Network. The corporation may provide notice of the time and place of any special meeting of the board of directors by posting the notice on an electronic network (such as a listserv), provided that the corporation also delivers to the director notice of the posting by mail, facsimile, or email (pursuant to the recipient's consent to receive notices by email), together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.
Section 4.4.4 Delivery of Notice by Other Means. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the director at his or her address as it appears on the records of the corporation, with postage thereon prepaid. Other forms of notice described in this section are effective when received.
Section 4.4.5 Effect of Attendance at Meeting. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where the director attends a meeting for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 4.5 Quorum. Five (5) members of the board of directors shall constitute a quorum for the transaction of business except as otherwise provided by law. The act of the majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. At any meeting of the board of directors at which a quorum is present, any business may be transacted, and the board may exercise all of its powers. A director who is present at such a meeting shall be presumed to have assented to the action taken at that meeting unless the director's dissent or abstention is entered in the minutes of the meeting, or unless the director delivers (personally, or by mail, facsimile or email) his or her dissent or abstention to such action to either the person acting as secretary of the meeting before the adjournment of the meeting, or to the secretary of the corporation immediately after the adjournment of the meeting, which dissent or abstention must be in writing or in an email. The right to dissent or abstain shall not apply to a director who voted in favor of such action.
Section 4.6 Meetings Held by Telephone or Similar Communications Equipment. Members of the board of directors or its committees may participate in a meeting of the board or such committees 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 and participation by such means shall constitute presence in person at a meeting.
ARTICLE 5
ACTIONS BY WRITTEN CONSENT
Any corporate action required or permitted by the Articles of Incorporation or Bylaws, or by the laws of the State of Washington, to be taken at a meeting of the members or board of directors (or its committees) of the corporation, may be taken without a meeting if a consent in writing or by email transmission setting forth the action so taken shall be executed (as defined herein) by all of the members or directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote, and may be described as such. For purposes of the 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.
ARTICLE 6
WAIVER OF NOTICE
Whenever any notice is required to be given to any member or director of the corporation by the Articles of Incorporation or Bylaws, or by the laws of the State of Washington, a waiver thereof in writing or by email executed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
ARTICLE 7
OFFICERS
Section 7.1 Officers Enumerated. The officers of the corporation shall be a president, one or more vice presidents, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary by the board of directors. The officers shall be annually elected from the Appointed Members, and shall serve until their successors are duly elected by the board of directors and qualified. Any two (2) or more offices may be held by the same person, except the offices of president and secretary. In addition to the powers and duties specified below, the officers shall have such powers and perform such duties as the board of directors may prescribe.
Section 7.2 The Chairperson. If the board of directors deems it necessary to elect a chairperson to serve as an officer of the corporation, he/she shall be the same individual appointed by the governor to serve as chairperson. If a chairperson is elected, he/she shall preside at meetings of the board of directors and committees exercising any authority of the board and of the membership.
Section 7.3 The President. The president shall exercise the usual executive powers pertaining to the office of president. If the board of directors does not deem it necessary to elect a chairperson to serve as an officer of the corporation, then the president shall preside at meetings of the board of directors and committees exercising any authority of the board and of the membership.
Section 7.4 The Vice President. In the absence or disability of the president, the vice president shall act as president.
Section 7.5 The Secretary. It shall be the duty of the secretary to keep records of the proceedings of the board of directors and of the membership, to administer the membership register, to sign all certificates of membership when not signed by the president and when requested by the president to do so, to sign and execute with the president all deeds, bonds, contracts, and other obligations or instruments, in the name of the corporation, to keep the corporate seal, and to affix the same to certificates of membership and other proper documents or records.
Section 7.6 The Treasurer. The treasurer shall have the care and custody of and be responsible for all funds and investments of the corporation and shall cause to be kept regular books of account. The treasurer shall cause to be deposited all funds and other valuable effects in the name of the corporation in such depositories as may be designated by the board of directors, and in general, shall perform all of the duties incident to the office of treasurer.
Section 7.7 Vacancies. Vacancies in any office arising from any cause may be filled by the board of directors at any annual or special meeting.
Section 7.8 Salaries. The salaries of all officers and agents of the corporation, if any, shall be fixed by the board of directors.
Section 7.9 Removal. Any officer elected or appointed may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby.
ARTICLE 8
ADMINISTRATIVE AND FINANCIAL PROVISIONS
Section 8.1 Annual Dues. The annual membership dues for any class of membership of the corporation shall be as determined by the board of directors from time to time.
Section 8.2 Fiscal Year. The last day of the corporation's fiscal year shall be December 31.
Section 8.3 Loans Prohibited. The corporation shall make no loans to any officer or to any director.
Section 8.4 Corporate Seal. The board of directors may provide for a corporate seal which shall have inscribed thereon the name of the corporation, the year and state of incorporation and the words "corporate seal."
Section 8.5 Books and Records. The corporation shall keep at its registered office, its principal office in this state, or at its secretary's office if in this state, the following documents (in electronic or hard copy form): current Articles of Incorporation and Bylaws; a list of members, including names, addresses and classes of membership, if any; correct and adequate statements of accounts and finances; a list of officers' and directors' names and addresses; minutes of the proceedings of the members, if any, and of the board, and any minutes which may be maintained by committees of the board. The corporate records shall be open at any reasonable time to inspection by any member of more than three (3) months' standing or a representative of more than five percent (5%) of the membership. Costs of inspecting or copying shall be borne by such member except for copies of Articles of Incorporation or Bylaws. Any such member must have a purpose for inspection reasonably related to membership interests. Use or sale of members' lists by such member if obtained by inspection is prohibited.
Section 8.6 Amendment of Bylaws. These Bylaws may be altered, amended or repealed by the affirmative vote of a majority of the board of directors at any annual or special meeting of the board. Such amendments shall require prior approval by the members of the corporation at any meeting for which at least seven (7) days prior written notice of consideration of such action shall be given, including a copy of the proposed amendments.
Section 8.7 Rules of Procedure. The rules of procedure at meetings of the membership and of the board of directors of the corporation shall be the rules contained in Roberts' Rules of Order on Parliamentary Procedure, newly revised, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation or with any resolution of the board of directors.
CERTIFICATION
Craig Schafer, being Secretary of WashingtonFilmWorks, hereby certifies that the foregoing bylaws were duly adopted by the board of directors on July 25, 2006.
Craig Schafer
Secretary
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