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Vashon-Maury Island (the Island) may face natural or environmental disaster, terrorist attack, or public health
emergency and, as an island normally reachable only by ferry, could be isolated from mainland emergency resources.
In recognition of the need to prepare for, respond to, and recover from such disasters and emergencies,
VashonBePrepared, among other matters:
Article I: Name, Membership, Location, Offices and Tax Status
- A. Name. The name of this nonprofit, volunteer-based, community organization is
- B. Antecedent Group. VashonBePrepared has grown out of and replaces the Vashon
Preparedness Coalition and these bylaws supersede all previous bylaws of the
Coalition and of VashonBePrepared.
- C. Membership. VashonBePrepared extends non-voting membership to all Island
and property owners over 18 years of age.
- D. Registered Office and Agent. The corporation shall maintain a registered office
the State of Washington, and shall have a registered agent whose address is
identical with the address of such registered office.
- E. Tax Status. VashonBePrepared is a 501 (c)(3) tax-exempt corporation and will
by all the rules and regulations incumbent on that status.
Article II: Board of Directors
- A. Authority and Responsibilities of the Board of Directors. The VashonBePrepared Board
Directors (the Board) manages the affairs of the corporation and in connection therewith
sets policies and guides the broad goals of the corporation. Duties of the Board
include, but are not limited to:
- 1. Reviewing and approving policies.
- 2. Reviewing and approving the annual work plan and the annual budget for the
coming calendar year as drafted by the Executive Committee.
- 3. Providing advice and counsel to the Executive Committee.
- 4. Serving on committees and work teams.
- 5. Helping to raise operating and capital funds for the corporation.
- 6. Acting as a community coordination body to share plans, schedules, other
information and accumulated knowledge that will support the Mission of
- 7. Electing the officers of the corporation.
- 8. Electing two non-officer Board members to the Executive Committee.
- 9. Inviting and electing up to five (5) At-large Board members.
- 10. The Board may, from time to time, appoint or retain, as advisors, persons
whose advice, assistance and support may be deemed helpful in determining
policies and formulating programs for carrying out the purposes and functions of
- 11. The Board is authorized to employ such person or persons, including an
executive director, attorneys, agents and assistants, as in its judgment are
necessary or desirable for the administration and management of the corporation,
and to pay reasonable compensation for the services performed and expenses
incurred by such person or persons. Officers and Directors shall not be
precluded from such employment if there is no conflict of interest present.
- 12. Under no circumstances, however, shall any actions be taken which are
inconsistent with the Articles of Incorporation and these Bylaws.
- B. Board Members. The VashonBePrepared Board consists of:
- 1. The immediate past President, if not already serving on the Board in another
- 2. The EOC Team Leader or designee.
- 3. Two (2) members of the EOC Team, as appointed by the incoming EOC Team Leader
at the Annual Meeting.
- 4. Manager of the Community Emergency Response Team (CERT) or designee.
- 5. Coordinator for Neighborhood Emergency Response Organizations (NERO) or
- 6. President of the Vashon-Maury Island Radio Club or designee.
- 7. President of Vashon Emergency Preparedness Committee or designee.
- 8. Fire Chief of Vashon Island Fire and Rescue or designee.
- 9. President of Vashon Island Emergency Management Area Board or designee.
- 10. Up to five (5) At-large members elected by the outgoing Board at the Annual
- 11. Vacancies among the At-large members will be filled by the Board in its
- C. Voting and Quorum. Each of the Board members has one equal vote.
- 1. The quorum requirement for a Board meeting is one-half (1/2) of the
- 2. Actions of the Board will be adopted if they receive a vote of more than one
half (1/2) of the members attending the Board meeting unless Robertýs
Rules of Order requires otherwise.
- D. Board Meetings. The Board will meet no less than quarterly.
- 1. All Board meetings
are open to all interested Islanders and visitors.
- 2. The President or any three (3) Board members may call special Board meetings
required by the business of the corporation.
- 3. Day, time and location of Board meetings will be publicly announced at least
days in advance and a proposed agenda will be distributed with the announcement
corporationýs e-mail roster of all interested parties.
- 4. The published proposed agenda may be modified by the President with the
one half the members attending the Board meeting.
- 5. Minutes will be recorded at every Board meeting.
- 6. Board members can vote, and otherwise participate, via telephone at Board
- E. Annual Meeting. The Board will be convened at least once a year for the
corporationýs Annual Meeting which shall be held on the first Wednesday in August or
as soon thereafter as feasible. Notice shall be given no less than ten (10) days and no more
than fifty (50) days before the Annual Meeting. At the Annual Meeting, among other matters:
- 1. The President will report on the work of the corporation including a progress
report on the past yearýs work plan and a presentation of the coming
yearýs work plan.
- 2. The Treasurer will make a report including a financial statement, a progress
report on the past yearýs budget and a presentation of the coming
- 3. The outgoing Board will elect any new At-large Board member(s) and then those who
are leaving the Board will retire.
- 4.. The incoming EOC Team Leader Board member will appoint two (2) EOC team members
to the Board.
- 5. The new Board will be seated and elect officers and two (2) At-large Executive
Committee members from amongst themselves.
- 6. The new Board will conclude the meeting after these elections.
Article III: Executive Committee
- A. Powers of the Executive Committee. The VashonBePrepared Executive Committee conducts the
routine business of the corporation. Specific functions of the Executive Committee include
but are not limited to:
- 1. Managing the corporationýs current year budget based on monthly financial
reports by the Treasurer; developing the coming yearýs annual budget for
review and approval by the Board and for presentation at the Annual Meeting.
- 2. Managing the corporationýs efforts to complete the current yearýs
work plan; developing the coming yearýs annual work plan for review and
approval by the Board and for presentation at the Annual Meeting.
- 3. Developing the policies of the corporation for review and approval by the Board,
including a financial procedure policy, a spokesperson policy, and a property (both
real and intellectual) policy.
- 4. Approving and overseeing all contracts, memorandums of understanding and other
written commitments of the corporation.
- 5. Approving and overseeing all personnel matters regarding the corporationýs
employees, if any, including hiring, determining job descriptions and compensation,
conducting periodic performance reviews, disciplining and dismissing.
- 6. Seeking and considering the advice of the Board.
- 7. Selecting the date and site for the Annual Meeting.
- 8. Performing all other duties and assuming all other responsibilities as may be
required by law or directed by the corporation.
B. Executive Committee Membership. The VashonBePrepared Executive Committee consists of:
- 1. The President, the Vice President(s), the Treasurer and the Secretary.
- 2. Two at-large appointees selected by the incoming Board at the Annual Meeting from
C. Voting and Quorum. Each of the Executive Committee members has one equal vote.
- 1. The quorum requirement for an Executive Committee meeting is one-half (1/2) of
the then-serving Executive Committee.
- 2. Actions of the Executive Committee will be adopted if they receive a vote of more
than one half (1/2) of the Executive Committee members attending the meeting.
D. Meetings. The Executive Committee will meet monthly.
- 1. The President shall preside at all meetings of the Executive Committee. If (s)he
is unavailable, the Vice President shall preside. If there are multiple Vice
Presidents, the 1st Vice President shall preside in the absence of the President. If
the 1st Vice President is also unavailable, the 2nd Vice President shall preside.
- 2. All Executive Committee meetings are open to all interested Island residents and
visitors. A portion of the meeting may be designated as "For Executive Committee
Members Only" if dealing with personnel issues, litigation or negotiation of
contracts and if approved by majority vote of the Executive Committee.
- 3. The President may call additional Executive Committee meetings as required by the
business of the corporation.
- 4. Minutes will be recorded at every Executive Committee meeting.
- 5. The President may call electronic Executive Committee meetings, held via e-mail
or telephone, to facilitate urgent business.
Article IV: Officers
- A. Officers. The officers of the organization are the President, one or more Vice
Presidents, the Treasurer and the Secretary. Officers shall perform the duties and
be responsible for those activities as outlined in the Bylaws and as prescribed from
time to time by the Board of Directors.
- 1. The officers will be elected by the incoming Board members at the Annual
- 2. Officers shall serve for one (1) year from the date of the Annual
Meeting at which the offices were elected, or until her or his successor is
elected and qualified. 3. Vacancies will be filled by the Board.
- 4. Any officer may be removed by the vote of two-thirds (2/3) of the Board
of Directors whenever in their reasonable judgment the best interests of the
corporations would thereby be served.
- B. The President:
- 1. Presides at all Board and Executive Committee meetings.
- 2. Presides at the Annual Meeting.
- 3. Prepares agendas for all meetings and delivers them to the Secretary for
timely distribution with meeting notices.
- 4. Presents at each Annual Meeting a status report on the past
yearýs work plan and a presentation of the coming yearýs work
- 5. Appoints all committees, temporary or permanent.
- 6. Ensures that all books, reports and certificates required by law are
properly kept or filed.
- 7. As authorized by the Board, (s)he may sign, with the countersignature of
the Secretary or Treasurer, contracts and other documents.
- 8. With Board approval, (s)he may employ individuals, firms or counsel and
make necessary disbursements for the operation of the corporation provided
the funds have been budgeted or the Board has approved the action.
C. The Vice President(s):
- 1. Becomes Acting President in the absence or inability of the President to
exercise her or his office.
- 2. In the capacity of Acting President, the Vice President serves with all
the rights, privileges and powers as if he or she is the duly elected
- 3. In the event that multiple Vice Presidents are elected, the first to be
elected shall be designated 1st Vice President, the second elected will be
2nd Vice President and so forth.
E. The Secretary:
1. Keeps the minutes and records of the corporation.
- 2. Files any certificate required by any federal or state statute.
- 3. Maintains a master e-mail list of those requesting notices of meetings
and other corporation business actions.
- 4. Announces Board meetings publicly by e-mail to all interested parties
and via the local newspaper of record (currently the Vashon Beachcomber) no
fewer than five (5) days prior to any regularly scheduled meeting.
- 5. Announces Executive Committee meetings publicly by e-mail to all
interested parties no fewer than five (5) days prior to any regularly
- 6. Distributes the agendas of Board and Executive Committee to the e-mail
list of interested parties and publishes them on the VashonBePrepared
Website no fewer than five (5) days prior to any regularly scheduled
- 7. Distributes the draft minutes of the immediate past Board meeting to
Board members no fewer than five (5) days prior to the next regularly
- 8. Distributes the draft minutes of the immediate past Executive Committee
meeting to members no fewer than five (5) days prior to the next regularly
- 9. Publishes the approved minutes of Board and Executive Committee meetings
on the VashonBePrepared Website.
- 10. Presents any communication(s) received by the corporation to the Board
at the next Board meeting following receipt of the communication(s), at the
- 11 Replies and attends to all communications to the corporation.
- 12. Is responsible, with the Treasurer, for the submission of the required
reports to the State of Washington and the Internal Revenue Service.
F. The Treasurer:
- 1. Has care and custody of all monies belonging to the corporation and shall be
solely responsible for such monies or securities of the corporation.
- 2. Receives and give receipts for money due and payable to the corporation or
donations made to the corporation and deposits all such monies in the name of the
corporation in such banks, trust companies, or other depositories as shall be
selected by the Board of Directors.
- 3. Prepares annual financial statements and budgets for presentation to the Board
and produces the reports and returns necessary for maintaining the
corporationýs status as a nonprofit entity under Internal Revenue Code
- 4. Has authority to disburse funds in accordance with the budget provided that all
expenditures over $500 must be brought before the Executive Committee for approval.
One additional officer must sign any check over $500.
- 5. Must sign all checks of the corporation. If the Treasurer is unavailable for an
extended length of time, the Executive Committee may vote to appoint another Officer
to act in the Treasurerýs stead.
- 6. Delivers at each regular Executive Committee meeting, Board meeting, and Annual
Meeting a written account of the finances of the corporation that will be attached
to the minutes of that meeting.
Article V: Procedures
A. Bylaws. The Board of Directors shall have power to make, alter, amend, and repeal the
Bylaws of VashonBePrepared.
1. Amendments will be adopted if they receive a two-thirds (2/3) vote of the Board
members attending the Board meeting
- 2. Notwithstanding the foregoing, the fundamental purposes of the corporation,
as expressed in the Articles of Incorporation and the Mission Statement in these
Bylaws, shall not be amended or changed.
B. Voting. All votes at non-electronic meetings shall be by voice unless the majority of Members
voting prefer written ballots, in which case the person presiding and the person taking minutes will
count the ballots.
C. Parliamentary Procedure. "Robertýs Rules of Order, Newly Revised, 10th Edition, Henry
Robert III," is the authority in all matters of parliamentary procedure, where applicable, and if
not inconsistent with the Bylaws or special rules of order adopted by the Board, if any.
Article VI: Emergency Activation
A. During an Emergency. VashonBePrepared has no operational role or authority as an organization
during an emergency activation, nor do the officers of the organization, its Executive Committee
or its Board.
B. Suspension of Meetings. VashonBePrepared recognizes, however, that many of its individual
members will have operational roles during an emergency activation and this may require the
suspension of regular meetings and activities until the emergency has passed.
C. No Hindrance. Nothing in this section should be interpreted as a hindrance to VashonBePrepared
actions as may be appropriate to foster volunteer support of the emergency response and
Article VII: Notices
A. Notices to Directors. Except as may otherwise be required by law, any notice to any Director
may be delivered personally, by mail or electronically as otherwise permitted by law.
B. Date of Delivery. If mailed, the notice shall be deemed to have been delivered 2 days after
deposit in the United States mail, postage prepaid, addressed to the addressee at his or her
last known address in the records of VashonBePrepared.
Article VIII: Seal
A. Design. The corporate seal of VashonBePrepared, if any, shall be in such form and bear such
inscription as may be adopted by resolution of the Board of Directors, or by usage of the
officers on behalf of VashonBePrepared.
B. Location. The corporate seal shall be kept by the Secretary of the corporation.
Article IX: Indemnification of Officers, Directors, Employees, and Agents
A. Greatest Extent Permitted By Law. VashonBePrepared shall indemnify its officers, Directors,
employees, and agents to the greatest extent permitted by law.
B. Insurance. VashonBePrepared shall have power to purchase and maintain insurance on behalf of
any person who is or was a Director, officer, employee, or agent of VashonBePrepared, or who is
or was serving at the request of VashonBePrepared 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 VashonBePrepared would have the
power to indemnify such person against such liability under the provisions of this Article.
Article X: Books and Records
A. Correct and Complete. VashonBePrepared shall keep correct and complete books and records of
account and shall keep minutes of the proceedings of its Board of Directors, Executive Committee
and Annual meetings.
B. Record of Directors. VashonBePrepared 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 Directors,
giving the names and addresses of all Directors.
Article XI: Conflicts of Interest: Definitions
A. Conflicting Interest. "Conflicting interest" means the interest a Director has respecting a
transaction effected or proposed to be effected by VashonBePrepared or any other entity in which
VashonBePrepared has a controlling interest if:
1. The Director knows at the time VashonBePrepared takes action that the Director or a
related person is a party to the transaction or has a significant beneficial financial
interest in or so closely linked to the transaction that a reasonable person would expect
the interest to influence the Director's judgment if the Director were called upon to vote
on the transaction; or
2. The transaction is brought before the Board for action, and the Director knows at
the time the Board reviews the transaction that any of the following persons is either a
party to the transaction or has a significant beneficial financial interest in or is so
closely linked to the transaction that a reasonable person would expect the interest to
influence the Director's judgment if the Director were called upon to vote on the
a) An entity of which the Director is a director, general partner, agent, or employee;
b) An entity that controls, is controlled by, or is under common control with one or
more of the entities specified in (A); or
c) An individual who is a general partner, principal, or employer of the Director.
B. Directorýs Conflicting Interest Transaction. "Director's conflicting interest
transaction" means a transaction effected or proposed to be effected by VashonBePrepared or any
other entity in which VashonBePrepared has a controlling interest respecting which a Director of
VashonBePrepared has a conflicting interest.
C. Qualified Director. "Qualified Director" means any Director who does not have either:
1. A conflicting interest respecting the transaction; or
2. A familial, financial, professional, or employment relationship with a second
Director who does have a conflicting interest respecting the transaction, which
relationship would, in the circumstances, reasonably be expected to exert an influence
on the first Director's judgment when voting on the transaction.
D. Related Person. "Related person" of a Director means:
1. A child, grandchild, sibling, parent, or spouse of, or an individual occupying the same
household as, the Director; or
2. A trust or estate of which any of the above individuals is a substantial
beneficiary; or 3. A trust, estate, incompetent, conservatee, or minor of which the
Director is a fiduciary.
E. Required Disclosure. "Required disclosure" means disclosure by the Director who has a
conflicting interest of:
1. The existence and nature of the Director's conflicting interest; and
2. All facts known to the Director respecting the subject matter of the transaction that an
ordinarily prudent person would reasonably believe to be material to a judgment about
whether or not to proceed with the transaction.
Article XII: Conflicts of Interest: Directorsý Action
A. Majority Vote. Directors' action respecting a Director's conflicting interest transaction is
effective if the transaction received the affirmative vote of a majority of (but no fewer than
two) qualified Directors who voted on the transaction after either required disclosure to them
or compliance with Paragraph B below.
B. Director's Disclosure. If a Director has a conflicting interest respecting a transaction, but
neither the Director nor a related person of the Director is a party to the transaction, and if
the Director has a duty under law or professional canon, or a duty of confidentiality to another
person, which would prevent that Director from making the disclosure described in Article XIV,
E, then disclosure is sufficient if the Director: 1. Discloses to the Directors voting on the
transaction the existence and nature of the Director's conflicting interest and informs them of
the character and limitations imposed by that duty before their vote on the transaction; and 2.
Plays no part, directly or indirectly in their deliberations or vote.
C. Quorum. A majority (but no fewer than two) of the qualified Directors constitutes a quorum for
purposes of action that comply with this Article. Directors' action that otherwise complies with
this Article is not affected by the presence or vote of a Director who is not a qualified
Article XIII: Influence Legislation
A. Legislation. No substantial part of the activities of VashonBePrepared shall be devoted to
attempting to influence legislation by propaganda or otherwise.
B. Political Campaigns. VashonBePrepared shall not participate in, or intervene in (including the
publication or distribution of statements with respect to) any political campaign on behalf of
or in opposition to any candidate for public office.
Article XIV: Distributions upon Dissolution
A. Qualified Recipient(s). Upon any dissolution of VashonBePrepared under provisions of the laws
of the State of Washington for nonprofit corporations, all of the assets of the corporation
remaining after payment of creditors shall be distributed to one or more organizations selected
by the Board of Directors which are qualified as exempt from taxation under the provisions of
Sections 501(a) and 501(c)(3) of the Internal Revenue Code, or any successor statutes (the
Code), and which further the purposes set forth in Article III.
B. Prohibited Recipient(s). In no event shall any of VashonBePrepared assets be distributed to
the officers, directors, or members of VashonBePrepared. Article XV: Private Foundation A.
Section 509 Private Foundation. If VashonBePrepared becomes a private foundation within the
meaning of Section 509 of the Code, as long as its private foundation status continues the
following provisions shall apply in the management of its affairs:
1. Each year VashonBePrepared shall distribute the income of VashonBePrepared, for the
purposes specified in Article II, at such time and in amounts at least sufficient to avoid
liability for the tax imposed by Section 4942 of the Code;
2. VashonBePrepared shall not engage in any act of "self-dealing" (as defined in
Section 4941(d) of the Code) which would give rise to any liability for the tax imposed
by Section 4941(a) of the Code;
3. VashonBePrepared shall not sell, exchange, distribute, or otherwise dispose of any
"excess business holdings" (as defined in Section 4943(c) of the Code) which would give
rise to any liability for the tax imposed by Section 4943(a) of the Code;
4. VashonBePrepared shall not make any investments which would jeopardize the carrying
out of any of its exempt purposes (within the meaning of Section 4944 of the Code) and
which would, therefore, give rise to any liability for the tax imposed by Section 4944
of the Code.
5. VashonBePrepared shall not make any "taxable expenditures" (as defined in Section
4945(d) of the Code) which would give rise to any liability for the tax imposed by
Section 4945(a) of the Code.
Adopted and effective on May 28, 2008