Bylaws review November 2021

The Bylaws Revision Committee, chaired by Jen Swanson, has been working for 2 months to update our current bylaws (last amended in 2018).  We will be voting to approve the proposed changes to the bylaws at our Annual Planning Meeting (formerly “Retreat”) on November 19 at 10 am on Zoom.

We had a regularly scheduled Foundation meeting on Tuesday, November 9, to explain the revisions and to answer any questions.  If you were unable to attend, we would like to invite you to review the new bylaws.  We would ask you to address any questions about it to Jen Swanson (gardnr@comcast.net) prior to the meeting on Nov. 19.  She will be happy to address any questions you might have.

Here is a copy of the current bylaws.

Here is a copy of the proposed amended bylaws.

Here is a summary of the committee’s work on the document, provided by Jen:

Summary of Bylaw Amendments

Amendment Process

·       Started process mid-September

·       Bylaws review committee primarily consisted of Jen, Alice, Jerry, Carolyn, Art, and Nancy

·       Reviewed bylaws of other master gardener foundations and sample Washington state organization documents

·       Reviewed Washington Nonprofit Handbook

·       Plan to present amended bylaws for Board and General Member approval at the annual planning meeting

 Intent of Amending Bylaws

·       Remove redundancies

·       Reorganized to improve flow of bylaws

·       Clarify terms used

·       Address requirements and default provisions of federal and state laws for nonprofit organizations

·       Ensure compliance with section 501(c)(3) of the tax code re: our tax-exempt status

·       Clarify various rights and duties of members, such as rights to receive notices of meetings in advance, voting rights, etc.

·       Clarify each type of member meeting (i.e., regular, annual planning, special, Foundation)

·       Update it for activities we’re doing or want to do – e.g., virtual meetings and voting, written consents, electronic signatures

·       Allow for orderly processes around rare events in which fair treatment should be provided for – removal of members, special meetings of the Board, Foundation meetings not called by the Board

 Some Specifics

·       3.4. Annual application form for membership revised for state law requirements

·       4.7., 9.3. What Board votes on and what General Members vote on, Expenditures in excess of budget need additional approval

·       4.10. Minutes need to be taken of all meetings

·       5.3. Alternates (formerly Co-Representatives) are to be approved by the Board and now have requirements for meeting attendance and voting direction

·       6.7. Conflict of interest statement

·       5.9. Limitation of liability clause

·       5.10. Indemnification clause

·       6.1. Job description for higher-level duties of certain Board members

·       6.3. Limit Board’s ability to invest, making it subject to General Member approval

·       6.6., 9.2., 9.5. Clarify restriction of funds and their use

·       9.8. Accounting review

Next Steps

·       Policies and procedures for Foundation, starting with one for Finance and Accounting, which we hope to have in place by the end of the year

All minutes and documents may be accessed here