Port Townsend Boiler Room: Bylaws

Bylaws

THE BOILER ROOM
BYLAWS

Established & Approved July 18 1995, as Amended 15 January 2009, 19 August 2009, 14 October 2009,16 December 2009

ARTICLE I NAME AND TERM

ARTICLE II PLACE OF BUSINESS

ARTICLE III OBJECTIVES AND PURPOSE

ARTICLE IV REGION

ARTICLE V BOARD OF DIRECTORS

ARTICLE VI MEETINGS OF THE BOARD OF DIRECTORS

ARTICLE VII OFFICERS OF THE BOARD OF DIRECTORS

ARTICLE VIII COMMITTEES OF THE BOARD OF DIRECTORS

ARTICLE IX ADVISORY COUNCIL

ARTICLE X FISCAL YEAR

ARTICLE XI AMENDMENTS

ARTICLE XII INDEMNIFICATION

ARTICLE I NAME AND TERM

The name of this corporation shall be The Boiler Room, Inc. and its duration shall be perpetual. It shall be a nonprofit corporation and seek exemption under Section 501 (c)(3) of the Internal Revenue Code.

ARTICLE II PLACE OF BUSINESS

The place of business of The Boiler Room is 711 Water Street, Port Townsend, WA 98368. The mailing address is The Boiler Room, P.O. Box 1659, Port Townsend, WA 98368.

ARTICLE III OBJECTIVES AND PURPOSE

This corporation is organized exclusively for charitable and educational purposes within the meaning of section 501 (c) (3).

The further purposes for which the corporation is organized are as follows:

… a place to go and learn from …

Specifically, the Boiler Room provides an avenue for mutual growth and learning by inviting community members to participate in the process of empowering individuals within the community.

The objectives of the Boiler Room are as follows:

To support the expression and activities of youth as a part of a larger community, in a healthy and productive way. The support offered is, in part, educational and is provided in a drug and alcohol free environment.

The Boiler Room is youth oriented and community supported. Its goals include:

To establish community identity and to foster individual respect.
To strengthen interaction from a diverse population – where youth, adolescents and adults can feel acceptance and participation.
To empower youth and young adults by creating a safe space which offers food and drink, art, music and activities of choice and to provide opportunities for youth and young adults to volunteer to work as well as be patrons.
To interact with other community agencies to develop contracts which expand the kind and range of local youth oriented projects. Local businesses and service organizations will be encouraged through an outreach program to support long term projects.
To promote a full spectrum of opportunities relating to community enhancement, cultural enrichment and educational opportunity.
To solicit and receive funds, gifts, grants which will be used to carry out the purposes and objectives of this corporation.
To engage in other activities necessary to carry out the objective and purposes of this organization.
Notwithstanding any other provisions of these bylaws, the corporation shall not carry on any activities not permitted to be carried on by an organization exempt from Federal Income Tax under section 501 (c)(3) of the Internal Revenue Code.

ARTICLE IV REGION

The Boiler Room shall encompass Port Townsend in Eastern Jefferson County in Washington State.

ARTICLE V BOARD OF DIRECTORS

Powers - The Board of Directors shall have jurisdiction over the direction, management and control of the business of The Boiler Room, and shall exercise all the powers that may be exercised by The Boiler Room under its bylaws and policies.
Number - The number of Directors shall be at least 5 and not more than 18.
Composition – The Directors shall include two (2) members from the youth in the Port Townsend community, at least 13 years old and under 22 years old at the time of their election to a three-year term. Members under 18 years of age will not vote on fiscal matters. More generally, board members will be chosen who meet all of the following criteria: a) support youth; b) support a gathering place which invites participation and congregation amongst all members of the community; c) make a commitment to support The Boiler Room in a substantial way, either financially or through volunteer work; d) have skill sets or networking connections or financial resources that match the most pressing needs of the organization.
Election and Term of Office - The Directors shall be elected at the annual meeting to serve a term of three years. Election of directors shall be staggered so that no more than 1/3 of the Directors are elected each year. An affirmative vote of 2/3 of the directors shall be required for election to the Board.
Nominating Committee - A Nominating Committee shall be formed to search for, interview, and recommend to the Board applicants who meet all four criteria listed in section V(3), with special attention to acquiring skill sets that address the greatest needs facing the organization.
Applications - Anyone interested in serving on the Board of Directors must submit a completed application form and attend one meeting of the Board prior to the meeting at which their application will be voted on. The Board has the right to waive the latter requirement.
Vacancies - Any vacancy among the elected Board of Directors may be filled by an affirmative vote of 2/3 of a quorum of the remaining Directors. Directors elected to fill vacancies shall serve until the expiration of the term of the Director who was replaced.
Removal of Directors - Any Director may be removed from his/her position by an affirmative vote of two-thirds of the full Board of Directors, registered in person at any regular or special meeting called for that purpose, for conduct detrimental to the interests of The Boiler Room, and / or for failure to render reasonable assistance in carrying out its purposes. Any such Director proposed to be removed shall be entitled to at least fourteen days verbal and written notice of the meeting at which such removal is to be voted upon, and shall be entitled to appear before, and be heard at such a meeting.
Compensation of Directors - No Director shall receive compensation for his/her services as such. Travel expenditures of Board Members may be reimbursed up to a total of the number of Board meetings held that year. Further reimbursement is permissible, by majority vote of the Directors, for expenses incurred in a Director’s participation on committees of the Board and in other Boiler Room business. The rate of reimbursement shall be set by the Board of Directors.
Resignation of Directors - Resignation from the Board of Directors shall be made by a written, signed and dated paper notice to the President of the Board of Directors, and not considered to be in effect until such time as it is acknowledged by the Board at the next regular or special meeting. ( Amended 12/16/2009)

ARTICLE VI MEETINGS OF THE BOARD OF DIRECTORS

Annual Meeting - The annual meeting of the Board of Directors shall be held at the principal office of The Boiler Room, or at such other places as the Board of Directors shall designate, during the month of June of each year, for the purpose of electing Directors and for the transaction of such business as may properly come before the meeting.
Regular and Special Meetings - Meetings of the Board of Directors shall be held at least once each calendar quarter. Special meetings of the Board may be called by the president, or upon request of at least three Board members. A regular meeting schedule will be agreed upon by the Board. Notice of any changes in the schedule will be given to the Board members at least five days before.
Quorum - At least 51 % of the Directors shall constitute a quorum for that meeting. 51 % of the Directors holding office shall constitute a quorum for any meetings.
Voting - All matters shall be decided upon by a majority of those present voting at any meeting constituting a quorum, except as otherwise provided in these bylaws.

ARTICLE VII OFFICERS OF THE BOARD OF DIRECTORS

Number, Election, and Term of Office - The officers of the Board of Directors shall be President, Vice-President, Secretary and Treasurer, and any such other officers with such powers and duties as may be determined by the Board of Directors. The officers shall be elected at the annual meeting of the board of Directors to serve for a term of one year. A Director may hold more than one office, except for the offices of President and Treasurer, which may not be held by the same person.
Qualifications - Each of the officers of The Boiler Room shall be a member of the Board of Directors.
Removal - Any officer may be removed by a 2/3rd majority vote of the Board of Directors, whenever, in its judgment, the best interests of the corporation shall be served.
Compensation - No officer shall receive compensation for services as such.
Vacancies - A vacancy in any office may be filled for the unexpired term.
Duties of the President - The president shall be the chief elected officer of the corporation, shall preside at all meetings of the Board of Directors, and shall appoint members to all board committees.
Duties of the Vice-President - The vice-president shall perform such duties as may be assigned by the president, and in the absence of the president, shall be vested with all of the powers of the president.
Duties of the Secretary – The secretary shall have charge of such documents and papers as the Board of Directors may determine. The secretary shall keep a record of the meetings of the Board of Directors, shall ensure that notice of all meetings is disseminated as required, and shall distribute minutes of the meetings to the Board of Directors.
Duties of the Treasurer - The treasurer shall be the custodian of the monies of the corporation which are to be deposited in such banks and which are subject to withdrawal as the board of Directors designates. The treasurer shall supervise the accounting of all monies received and disbursed, and ensure compliance with all government regulations and reporting requirements.

ARTICLE VIII COMMITTEES OF THE BOARD OF DIRECTORS

Establishment of Committees - The Board of Directors, by majority vote, may create or abolish, one or more special or standing committees. Members of committees need not be Board members. The responsibilities of each committee shall be assigned by the Board of Directors.
Committee Appointments - The Board of Directors shall from time to time establish committees to carry out specific tasks consistent with the purposes of the corporation.
Limitation of authority of Committees - No committee established under this article shall have the power to amend, alter or repeal these bylaws, or to elect or remove any member from any Board committee, or any director or officer from The Boiler Room. No Board committee shall be authorized to enter into any type of legal agreement with any person or organization, or assume any power of The Boiler Room contained in the bylaws of the articles of incorporation.

ARTICLE IX ADVISORY COUNCIL

The Board of Directors may establish an advisory council consisting of people from the community who can further the goals of the Boiler Room. All appointments to the advisory council must be approved by the Board of Directors, and the Board of Directors shall develop all policies governing such a council.

ARTICLE X FISCAL YEAR

The fiscal year of the organization shall be the calendar year from January 1 to December 31.

ARTICLE XI AMENDMENTS

The directors may, at any annual meeting or at any special meeting called for that purpose, make, amend, repeal or alter, in whole of in part, these bylaws by no less than a majority vote of the full Board of Directors. Proposed changes to the bylaws must be disseminated to all board members according to the provisions of article VI, section 2 (Notice).

ARTICLE XII INDEMNIFICATION

To the full extent permitted by the Washington Nonprofit Corporation Act, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any civil, criminal, administrative or investigative action, suit or proceeding (whether brought by or in the right of the corporation or otherwise) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, against expenses (including attorney’s fees), judgments, fines and amounts paid in a settlement actually and reasonably incurred by him in connection with such action, suit or proceeding; and the Board of Directors may, at any time, approve indemnification of any other person which the corporation has the power to indemnify under the Washington Nonprofit Corporation Act. The indemnification provided by the section shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract.