BYLAWS FOR SPOKANE FAITH AND VALUES, LLC
Drafted June 9, 2014
ARTICLE I – NAME AND PURPOSES
Section 1.01 Name: The name of the organization is Spokane Faith and Values LLC (SpokaneFAVS).
Section 1.02 Purpose: The LLC is organized and will be operated exclusively for charitable and educational purposes under section 501(c)(3) of the Internal Revenue Code, including the following mission: Spokane FAVS provides non-sectarian coverage of religion, spirituality and ethics in the Inland Northwest. We promote dialogue through online journalism and community engagement opportunities.
ARTICLE II – AUTHORITY AND DUTIES OF TRUSTEES
Section 2.01 Authority of Trustees: The Board of Trustees (“the Board”) is the policy-making body and may exercise all the powers and authority granted to the LLC by law. The Board shall oversee the LLC’s operations.
Section 2.02 Number of Trustees: The Board shall consist of no more than seven (7) nor fewer than three (3) Trustees. The number of Trustees may be increased or decreased from time to time by Board resolution or amendment to these bylaws; however, a change in the number of Trustees shall not remove a Trustee from his or her position as a Trustee prior to the expiration of his or her term of office. In addition, the President shall serve as an ex officio, voting member of the Board of Trustees.
Section 2.03 Election and Term of Trustees: The first Board of Trustees of the LLC shall consist of those persons named in the Articles of Incorporation. Such persons shall hold office until the first election of Trustees. Thereafter, the Board shall consist of the President and six (6) Member Trustees.
a)Trustees shall consist of persons of stature who are not on staff or receiving compensation from a member organization who are known for their strong commitment to and/or expertise in religion journalism and/or who bring a broader outside perspective or expertise to help Spokane Faith and Values achieve its mission.
b)Candidates for Trustee positions must be proposed by a current Trustee and seconded before being eligible for the position. Once a candidate has been seconded, the President shall open the floor for discussion by current Trustees. After appropriate discussion, Trustees shall be selected by the other Trustees and ratified by the full Board of Trustees at the next regularly scheduled Board meeting.
c)At the request of a Trustee, this ratification may be delayed until the candidate can meet with the Board in person or via teleconference.
d)Candidates for Trustees positions shall have demonstrated commitment to Spokane Faith and Values through financial contributions, value-added services, and/or volunteer involvement.
e)A Trustee shall hold office for a term of two years and until his or her successor has been elected and qualified; however, Trustees shall be elected so that the terms of one-half of the Trustees shall expire in alternate years (although this may require some Trustees to be elected for only a one year term).
f)Trustees may serve two (2) consecutive two (2) year terms.
g)If a Trustee expresses interest in another term, they shall be subject to a three month review period before assuming another term. This review shall be conducted by all other Trustees and evaluate their continued contribution to the board.
h) Votes for new Trustees shall be announced publicly on the SpokaneFAVS website at least 2 weeks preceding the scheduled vote.
i)The election of new Trustees shall be announced publicly via the SpokaneFAVS website and (if appropriate) press release no later than five (5) business days after the election takes place.
j) Trustees’ names and contact information shall be displayed on the organization’s website.
Section 2.04 Resignation and Removal: Resignations are effective upon receipt by the Secretary (or receipt by the Chair or other officer if the Secretary is resigning) of written notification or a later date if provided in the written notification.
a)One or more Trustees may be removed at a meeting called for that purpose, with or without cause, by majority vote of the entire Board. Such a meeting must be requested in writing, by the Chair or by any two (2) Trustees at least fourteen (14) days in advance and sent via USPS individually to each Trustee, explicitly stating the issues and Trustees that are to be voted on in the meeting. The notice of any meeting shall state the date, time, and place of such meeting. All good faith efforts shall be made to accommodate Trustees’ schedules.
b)Any changes in a Trustee’s status will be released to the public via the SpokaneFAVS website and (where appropriate) press release no more than five (5) business days after a special meeting and vote for removal. This statement must be approved by a majority of the entire Board. In the event of a Trustee being removed for misconduct or no-confidence, the Board will make every effort to consult with legal counsel before issuing this statement.
Section 2.05 Vacancies: Vacancies existing by reason of resignation, death, incapacity, or removal before the expiration of a term may be filled by the Board. A Trustee elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office and until his or her successor is elected and qualified.
Section 2.06 Meetings: The Board shall hold at least (1) regular meeting annually, which shall be known as the Annual Meeting, and at least one (1) meeting per quarter and with a majority of Trustees attending in person or by conference telephone, per calendar year.
a) There shall be no fewer than five (5) meetings per year, including the Annual Meeting.
i. The Annual Meeting shall be held the first Thursday in June of each year in the Spokane metropolitan area. Rescheduling of the Annual Meeting much be approved by a majority of Trustees at least ten (10) business days before the previously scheduled meeting.
b) Special meetings may be called by the Chair or by any two (2) Trustees with written notice, including notice by electronic mail with delivery service notification. The notice of any meeting shall state the date, time, and place of such meeting and be issued at least fourteen (14) days in advance.
c) Committees shall meet once per quarter, or as decided upon by that committees members based on the needs of the LLC.
i. To prevent unnecessary administrative backlogs, these subcommittee meetings do not require the same standards of notification. However, all good faith efforts will be made to notify subcommittee members of meetings in advance.
ii. Committee meetings shall be recorded on the official LLC and Board calendars, with agendas and minutes reported to the Board as agreed upon in the committee charter.
d) If a Trustee fails to attend two (2) consecutive meetings of the Board, the Board shall evaluate the Trustee’s contribution to the work of the LLC, his or her reasons for not attending the meetings, as well as any other relevant factors. If it appears to be in the best interest of the Corporation, they may declare the position vacant.
e) Consent agendas shall be distributed to all Trustees no later than seventy-two (72) hours before each meeting.
i. These agendas shall contain reports from each subcommittee and director as needed, and an agenda for the upcoming meeting.
ii. In the event of a delay, the Trustee responsible for the agenda shall notify the Chair electronically in writing of the reason for the delay.
iii. All Trustees are permitted to add items to the agenda for discussion.
iv. In addition, LLC staff and volunteers may request time to address concerns to the Board at each meeting, with each staff member or volunteer being granted a minimum of three (3) minutes to address the Board.
f) Minutes of Board meetings shall be provided to all Trustees within seventy-two (72) hours of the close of the meeting.
i. Trustees will be allowed twenty-four (24) hours to make corrections or comments to the minutes.
ii. Minutes of Board meeting shall be made accessible to the public on the organization’s website no later than five (5) business days after each meeting.
g) These rules shall apply to all Board Actions – including Actions Without a Meeting.
h) The Board shall ratify policies for the definition of and protection of confidential information within thirty (30) days of approving these bylaws.
i) Proposed amendments of Bylaws or Articles of Incorporation must be presented in writing to all Trustees at least ten (10) business days before proposed voting to allow a comment and discussion period. The amendment process shall conform to Robert’s Rules of Order.
i. Any changes to the LLC’s bylaws must be added to the organization’s website within five (5) business days of ratification.
Section 2.07 Waivers of Notice: Whenever notice is required to be given to any Trustee under any provision of law, the Articles of Incorporation, or these Bylaws, a waiver in writing signed by the Trustee entitled to such notice, whether before or after the time stated therein, shall be the equivalent to the giving of such notice. The presence of any Trustee at a meeting, in person or by conference telephone, without objection to the lack of notice of the meeting, shall also waive notice by such Trustee.
Section 2.08 Quorum and Voting: Unless a greater proportion is required by law, a quorum shall consist of a majority of the total number of Board members in office. All decisions will be by majority vote of those present at a meeting at which a quorum is present.
Section 2.09 Action Without a Meeting: Any action required or permitted to be taken at a meeting of the Board (including amendment of these Bylaws or the Articles of Incorporation) or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be.
Section 2.10 Participation in Meeting by Conference Telephone: Any or all members of the Board may participate in a meeting by conference telephone or video or similar communications equipment, so long as members participating in such meeting can hear one another, and such participation shall constitute presence in person at the meeting. If a Trustee’s communication method malfunctions or prevents a clear understanding or participation in the meeting, this shall be treated as if they are not present.
Section 2.11 Compensation of Trustees: Trustees shall not be compensated for serving on the Board, but the Corporation may reimburse Trustees for documented reasonable expenses incurred in the performance of their duties to the LLC. In addition, Trustees who also serve as employees of the LLC may be compensated for their service as employees. There shall be no more than one paid staff member on the Board. A compensated person serving on the Board shall not serve as the Chair or Treasurer.
Section 2.12 Financial Obligation of Trustees: Where possible, Trustees shall contribute financially to Spokane Faith & Values.
a)These contributions shall be held as confidential information between the Trustee and Executive Director.
b)These contributions shall be as circumstances permit, and there shall be no minimum dollar amount for financial contributions.
c)Should a director be unable to financially contribute, the Executive Director and Chair have discretion to consider and substitute that Trustee’s volunteer and value-added contributions.
d)All information regarding these arrangements shall be considered confidential information.
ARTICLE III –COMMITTEES
Section 3.01 Composition: The Board may designate committees and appoint committee members.
a) Committees shall consist of at least two (2) individuals.
b) The Chair of each committee shall be a Trustee, but committee members need not be Trustees.
c) Each committee member shall be approved by the Board.
d) Standing committees shall include the following committees:
i. An Executive Committee shall operate on matters between regularly scheduled board meetings. It shall be comprised of the Chair, Secretary, and one other Trustee.
ii. A Finance Committee shall be responsible for overseeing financial management, particularly fundraising activities and work in cooperation with LLC staff.
iii. An Audit Committee shall be an independent committee that meets at least once annually no later than February of each year to review the records of the LLC to determine that all actions have been done in accordance with the bylaws, policies, laws, and regulations under which the LLC operates.
- This committee shall be comprised of at least one Trustee and shall not include any member of the Finance committee or LLC. It may consist of independent, outside subject matter experts.
- The Audit committee shall submit a report to the Chair and Executive Director no later than March 1 of each year detailing the finding of their audit.
- The Chair and Executive Director shall have ten (10) business days to provide a response to any findings, including plans for corrective actions.
- The Audit committee report and response shall be submitted to the entire Board of Trustees no later than April 1 of each year. The report and response shall be made available to the public via the organization’s website.
- The Executive Director and Chair shall provide status updates on all corrective actions to the board at least once each month until the Chair of the Audit Committee confirms that all items are resolved.
- The Board shall create policies and criteria to ensure autonomy and independence of the Audit committee and prevent conflicts of interest.
iv. A Nominating Committee shall be formed as needed to investigate and evaluate Trustee candidates.
Section 3.02 Procedures & Authority: The Board may make provisions for appointment of the Chair, establish procedures to govern their activities, and delegate authority as may be necessary or desirable for the efficient management of the property, affairs, business, and/or activities of the LLC.
a) These provisions, procedures, and policies shall be published in the organizations operations manual and made available to the public via the organization’s website.
b) Any amendments or changes shall be updated in the manual and online within five (5) business days of their ratification.
Section 3.03Non-delegation of Fiduciary Duty: The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Trustees, or any individual Trustee, of any responsibility imposed upon it or him or her by law.
ARTICLE IV – AUTHORITY AND DUTIES OF OFFICERS, AGENTS, AND EMPLOYEES
Section 4.01 Officers: The officers of the LLC shall be a Chair, a Secretary, and such other officers as the Board may designate. Each committee shall also have a chair appointed by the Chair. Two (2) or more offices may be held by the same person, except the offices of Secretary, Chair, and Audit Committee Chair.
Section 4.02 Election of Officers; Terms of Office: The Chair, the Secretary, and other officers, if any are designated, may serve two (2) consecutive two (2) year terms. Officers shall be elected by the Board at its Annual Meeting in each year that such positions have become vacant due to expiration of an officer’s term. Officers shall be eligible for reelection. The Board shall establish policies for officer terms as needed.
Section 4.03 Powers and Duties of Officers: Subject to the control of the Board of Trustees, all officers shall have such authority and shall perform such duties as may be provided in these Bylaws or by resolution of the Board.
(a) Chair: The Chair shall preside at all meetings of the Board of Trustees, shall perform all duties customary to that office, and shall supervise and control all of the affairs of the LLC in accordance with the policies and directives approved by the Board of Trustees.
(b) Secretary: The Secretary shall be responsible for the keeping of an accurate record of the proceedings of all meetings of the Board of Trustees, shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and in general shall perform all duties customary to the office of Secretary.
Section 4.07 Executive Director: The Board of Trustees shall hire the Executive Director of the LLC. Unless a contract, these bylaws, or a law provide otherwise, the Board may remove such executive director at any time with or without cause at a meeting called for that purpose. The Executive Director shall have general and active management of the programs, personnel and affairs of the LLC and shall see that all orders and resolutions of the Board are carried into effect. The Executive Director shall perform such other duties and have such other authority and powers as the Board of Trustees may from time to time prescribe.
ARTICLE V – INDEMNIFICATION
Section 5.01 Definitions:
“Matter” shall mean any actual or threatened civil, criminal, or administrative action, arbitration proceeding, claim, suit, proceeding, or appeals therefrom, or any criminal, administrative, or congressional (or other body’s) investigation, hearing, or other proceeding.
“Eligible Person” shall mean any person who at any time was or is a Trustee, a member of any committee or subcommittee, an officer, an agent, an employee, or a volunteer of the Corporation.
Section 5.02 Right to Indemnification: Any Eligible Person made a party to or respondent in a Matter by reason of his or her position with or service to the Corporation shall, to the fullest extent permitted by law, be indemnified by the Corporation against all liabilities and all expenses reasonably incurred by him or her arising out of or in connection with such Matter, except in relation to Matters as to which (i) the Eligible Person failed to act in good faith and for a purpose which he or she reasonably believed to be in the best interests of the LLC, (ii) in the case of a criminal Matter, the person had reasonable cause to believe that his or her conduct was unlawful, or (iii) the person shall be adjudged to be liable for misconduct or negligence in the performance of a duty.
Section 5.03 Limitation on Right of Indemnification: Except where an Eligible Person has been successful on the merits with respect to such Matter, any indemnification hereunder shall be made only after (i) the Board (acting by a quorum consisting of Trustees who were not involved in such Matter) determines that the Eligible Person met the applicable indemnification standard set forth in Section 5.02 above; or (ii) in the absence of a quorum, a finding is rendered in a written opinion by independent legal counsel that the person or persons met the applicable indemnification standard set forth in paragraph Section 5.02 above.
Section 5.04 Other Rights: The right of indemnification provided hereunder shall not be deemed exclusive of any other right to which any person may be entitled in addition to the indemnification provided hereunder.
Section 6.05 Interim Indemnification: The LLC shall, with respect to a Matter described in Section 5.02, advance attorneys fees as interim indemnification to any Eligible Person if the following conditions are satisfied: (i)(a) the Board (acting by a quorum consisting of Trustees who are not involved in such litigation) determines that the Eligible Person is likely to meet the applicable indemnification standard set forth in Section 6.02 above or (b) in the absence of such a quorum, a finding is rendered in a written opinion by independent legal counsel that the Eligible Person is likely to meet the applicable indemnification standard set forth in Section 6.02 above; and (ii) the Eligible Person (a) requests interim indemnification, (b) agrees to repay the interim indemnification promptly upon a determination unfavorable to him or her under Section 5.03, and (c) deposits a bond or equivalent security.
Section 5.06 Insurance: The Board may authorize the purchase of and maintain insurance on behalf of any Eligible Person against any liability asserted against or incurred by him which arises out of such person’s status in such capacity or out of acts taken in such capacity, whether or not the LLC would have the power to indemnify the person against that liability under law.
ARTICLE VI – FINANCIAL ADMINISTRATION
Section 6.01 Checks, Drafts, and Contracts: The Board of Trustees shall create policies for the financial management of the LLC.
Section 6.02 Annual Financial Statements: Complete financial statements shall be presented to and reviewed by the Board after the close of each fiscal year. An annual financial report shall be made available to the public on the organization’s website in conjunction with the Audit committee report.
ARTICLE VII – CONFLICTS OF INTEREST
Section 7.01 Purpose: The Board shall create a conflict of interest policy to protect the LLC’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or Trustee of the LLC or might result in a possible excess benefit transaction. This policy will supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and Corporations. This policy will be published on the LLC website.
ARTICLE VIII – RECORDS
Section 8.01 Recordkeeping: The Secretary or his or her designee shall keep or cause to be kept adequate minutes of all Board or committee meetings, and all meetings of committees with Board-designated powers reflecting at a minimum the names of those in attendance, any resolutions passed, and the outcomes of any votes taken.
a) Records will be kept in both hardcopy and digital formats in an LLC-controlled storage, not to include private computers or systems.
b) Information for accessing these records will be made available to all Trustees and staff.
Section 8.02 Public Disclosure: After receiving IRS recognition of its 501(c)(3) status, the LLC shall keep available for public inspection at its principal place of business and any branch office copies of the Form 1023 (exemption application) as filed and any Form 990 (information tax return) filed within the past three years.
a) Names and identifying information of contributors shall be redacted from publicly available copies.
b) In addition, as required by the tax code and regulations, the LLC shall either (i) make such materials widely available to the public, such as by posting on the Internet, or (ii) provide copies of the materials to any member of the public making a request in person during normal business hours or in writing. The LLC may charge a reasonable fee for hardcopies.
c) This public disclosure obligation shall be no broader than required by law and shall not apply, for example, if the LLC is the target of a campaign of harassment.
Section 8.03 Public Annual Reports: An annually updated written account of the LLC’s purposes, structure, programs, and financial condition shall be published and made publicly available.
a) The annual report shall contain:
i. a description of the LLC’s purpose(s);
ii. descriptions of its overall programs, activities, and accomplishments;
iii. a statement of its eligibility to receive deductible contributions;
iv. information about the governing body and structure, including identification of officers,
v. Trustees, and chief administrative personnel;
vi. The audit report
vii. A comprehensive financial summary that reflects all revenue, reports expenses by program, management, and fund-raising categories and reports year-end balances.
ARTICLE IX – NON-DISCRIMINATION POLICY
ARTICLE X – AMENDMENT OF BYLAWS
Section 9.01 Amendments: These Bylaws may be amended by a majority vote of the entire Board, pursuant to Sections 2.06, 2.07, 2.08, and 2.09.
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