BYLAWS
Of
Lutheran Youth of North Seattle
As Amended and Restated December 9, 2003
ARTICLE
I
CORPORATE
PURPOSE
The principal aims and objectives of
Lutheran Youth of North Seattle (the “Corporation”) are to provide guidance, organization, and order for a joint
youth program for the congregations listed
below (each individually referred to as “Member Congregation” and collectively as “Member Congregations),
and for the youth of other Lutheran congregations or any other youth who wish to participate in the joint youth program; to
organize and provide a continuing youth program through the cooperation of the members of the participating congregations,
and through the efforts of directors, officers, and employees of the Corporation; and to encourage, foster, and promote opportunities
for youth to participate in a Christ-centered community of Worship, Witness, Service, Education, and Fun.
The ten Member Congregations are:
a.
Ballard First Lutheran
Church 2006
N.W. 65th Street
Seattle, WA
b.
Calvary Lutheran Church
7002 23rd
Ave. N.W. Seattle, WA
c.
Crown Lutheran Church
1501 N.W.
90th Street
Seattle, WA
d.
Denny Park Lutheran Church John and Dexter Seattle, WA
e.
Luther
Memorial Church 13047 Greenwood Ave. N. Seattle, WA
f.
Magnolia Lutheran Church
2414 31st
Ave. W. Seattle, WA
g.
Our Redeemer’s
Lutheran Church 2400 N.W. 85th Street Seattle, WA
h.
Phinney Ridge Lutheran Church 7500 Greenwood Ave.
N. Seattle, WA
i.
Queen Anne Lutheran Church, 2400 8th Ave. W. Seattle, WA
j.
St.
John United
Lutheran Church 5515
Phinney Ave. N. Seattle, WA
article II
Membership
The corporation shall have no members.
article III
Board
3.1
General Powers: The affairs of the Corporation shall be managed
by the Executive Board of Directors (the “Board”).
3.2
Number: The Board shall consist of two persons from Ballard First Lutheran Church, two persons
from Phinney Ridge Lutheran Church, two persons from Queen Anne Lutheran Church and three persons total from the remaining
churches listed in Article 1 of the amended Bylaws, for calendar years 2003 and 2004. Beginning in calendar year 2005, every
participating church will be entitled to representation by one person on the Board it has nominated to the Board. During all
periods, however, no decrease in number shall have the effect of removing any incumbent director and that the number of voting
directors shall not be less than three (3) nor greater than ten (10).
3.3
Composition of Board: Membership on the Board shall be determined
annually on the first Board meeting of the calendar year in compliance with the provisions outlined in the Amendment to the
Bylaws dated December 9, 2003. New board members will be elected by the incumbent board members from nominees provided
by Member Congregations.
3.4
Term: The directors
of the Board shall be appointed as described in Article 3.3 and 3.5 annually.
Directors of the Board shall each be appointed for a two-year term or until his or her successor is duly appointed and qualified.
After serving for two full terms, a director of the Board must rotate off for at least one year before such person may be
eligible to serve another term.
3.5
Appointment of Directors of the Board: A director of the Board
may be a lay person or pastor of the Congregations served.
3.6
Resignation: Any director of the Board may resign at any time
by delivering written notice thereof to the Secretary of the Corporation.
3.7
Removal of Directors of the Board: One (1) or more directors of
the Board may be removed from office, with or without cause, by a three-fourths (3/4) vote of the Board.
3.8
Vacancies: Vacancies occurring on the Board and any directorship
resulting from the resignation of one (1) or more directors shall be filled by the appointment of the Member Congregation
which originally appointed the retiring director.
3.9
Duties of Directors: A director shall perform the duties of a
director, including the duties as a member of any committee of the Board upon which the director may serve, in good faith,
in a manner such director believes to be in the best interests of the Corporation and with such care, including reasonable
inquiry as an ordinarily prudent person in a like position would use under similar circumstances. In performing the duties
of a director, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements
and other financial data, in each case prepared or presented by:
a. One (1) or more officers or employees of the Corporation whom the director believes
to be reliable and competent in the matter presented,
b. Counsel, public accountants or other persons as to matters which the director believes to be within
such person’s professional or expert competence; and
·
c. A committee of the Board
upon which the director does not serve, duly designated in accordance with a provision in the Articles of Incorporation or
Bylaws as to matters within its designated authority, which committee the director believes to merit confidence; as long as,
in any such case, the director acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances
and without knowledge that would cause such reliance to be unwarranted.
Article IV
Meetings of Board
4.1
Annual Meeting: The annual meeting for the election of officers
and for the transaction by such other business as may properly come before the Board shall be held each year on such date,
at such place, and at such time as the Board shall each year fix.
4.2
Regular and Special Meetings: Regular meetings of the Board may
be held at any place and time established not less than twenty (20) days in advance by notice as provided in Article 4.3.
Special meetings may be held at any place or time whenever called by the President, Secretary, or any two (2) directors at
least three (3) days in advance by notice as provided in Article 4.3.
4.3
Notice of Meetings: Notice of all meetings of the Board or any
committee thereof shall be given by the Secretary or by the person or persons calling the meeting by personal communication
over the telephone, by personally delivering or mailing written notice of the meeting, by telegraphing notice of the meeting
or by e-mailing notice of the meeting, provided confirmation of any such e-mail notice is received by the sender within twenty-four
hours of its original transmission. If mailed, notice shall be mailed by United States mail, postage prepaid,
to the last known address of each director. Notice of any special meeting shall specify the time and place of the special
meeting and the business to be transacted. Final disposition shall not be taken by the Board on any other matters at a special
meeting. At any other meeting of the Board, any business may be transacted, and the Board may exercise all of its powers.
4.4
Use of Communications Equipment: The Board and any committee designated
by it may conduct any meeting of such Board or committee 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.
4.5
Voting: Each director shall have one vote in the matters coming
before the Board, provided, however, that no Member Congregation shall be represented by more than two (2) votes. Wherever there is a reference in these Bylaws to any action by the Board, including the election of officers
and a youth minister, that reference shall be to the action of the directors only unless otherwise stated.
4.6
Quorum: A majority of the voting directors in office shall constitute
a quorum for the transaction of business. The act of the majority of voting directors present at a meeting at which a quorum
is present shall be the act of the Board. No business may be transacted without a quorum.
4.7
Presumption of Assent: A director of the Corporation who is present
at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action
taken unless her or his dissent or abstention is entered into the minutes of the meeting or unless she or he files written
dissent or abstention to such action with the person acting as the Secretary of the meeting before the adjournment thereof
or sends such dissent or abstention by registered mail to the Secretary of the Corporation immediately after the adjournment
of the meeting. Such right to dissent or abstain shall not apply to a director who voted in favor of such action.
ARTICLE
V
ACTIONS
BY WRITTEN CONSENT
Any corporate action required or permitted by the Articles of Incorporation, the Bylaws or the laws of the State of
Washington to be taken at a meeting of directors or committee thereof, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the directors or committee members, as the case may be, 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.
ARTICLE
VI
WAIVER
OF NOTICE
Whenever any notice is required to be given to any directors or committee members by the Articles of Incorporation,
the Bylaws or the laws of the State of Washington, a waiver thereof in writing signed by the person or persons entitled to
such notice, whether before or after the times stated therein, shall be equivalent to the giving of such notice. In addition, attendance of a director or committee member of the Corporation at any meeting shall constitute
a waiver of notice of such meeting except where the director or committee member attends a meeting for the express purpose
of objecting to the transaction of any business because the meeting is not lawfully called or convened.
ARTICLE
VII
INDEMNIFICATION
7.1
Maximum Indemnification. Each person who was or is made a party or is threatened to be
made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact that she or he is or was a director or officer
of the Corporation or, being or having been such a director or officer, she or he is or was serving at the request of the
Corporation as a director, officer, employee, or agent of another Corporation or of a partnership, joint venture, trust, or
other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged
action in an official capacity while serving as a director, trustee, officer, employee, or agent shall be indemnified and
held harmless by the Corporation to the full extent permitted by applicable law as then in effect, against all expenses liability
and loss (including, without limitation, attorneys’ fees, judgements, fines, ERISA excise taxes, or penalties and amounts
to be paid in settlement) actually or reasonably incurred or suffered by such person in connection therewith and such indemnification
shall continue as to a person who has ceased to be a director trustee, officer, employee, or agent and shall inure to the
benefit of her or his heirs, executors, and administrators: provided, however, that except as provided in Article 7.2 with
respect to proceedings seeking indemnification in connection with a proceeding ( or part thereof) initiated by such person
only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in this Article shall be a contract right and shall include the
right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition:
provided, however, that the payment of such expenses in advance of the final disposition of a proceeding shall be made only
upon delivery to the Corporation of an undertaking, by or on behalf of such director, officer, to repay all amounts so advanced
if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article or
otherwise.
7.2
Right of Claimant to Bring Suit. If a claim under Article 7.1 is not paid in full by the Corporation
within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for expenses
incurred in defending a proceeding in advance of its final disposition, in which case the applicable period shall be twenty
(20) days, the claimant may at any time thereafter bring suit against Corporation to recover the unpaid amount of the claim
and, to the extent successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting
such claim. The claimant shall be presumed to be entitled to indemnification
under this Article upon submission of a written claim (and, in an action brought to enforce a claim for expenses incurred
in defending any proceeding in advance of its final disposition, where the required undertaking has been tendered to the Corporation),
and thereafter the Corporation shall have the burden of proof to overcome the presumption that the claimant is so entitled. Neither the failure of the Corporation (including its Board or its independent legal
counsel) to have made a determination by the Corporation (including the Board or its independent legal counsel) that the claimant
is not entitled to indemnification or to the reimbursement or advancement of expenses shall be a defense to the action or
create a presumption that the claimant is not so entitled.
7.3 Not Exclusive. The right to indemnification and
the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall
not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Article
of Incorporation, Bylaws, agreement, vote of disinterested directors, or otherwise.
7.4 Insurance. The
Corporation shall maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the
Corporation or another Corporation, partnership, joint venture, trust, or other enterprise against any expense, liability
or loss, whether or not the Corporation would have the power to indemnify such person against such expense, Liability, or
loss under the Washington Nonprofit Corporation Act or the Washington Business Corporation Act. The Corporation may enter into contracts with any director or office of the Corporation in furtherance
of the provisions of this Article and may create a trust fund, grant a security interest, or use other means (including, without
limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided
in this Article.
12.3 Advance.
The Corporation may, by action of its Board from time to time, provide indemnification and pay expenses in advance
of the final disposition of a proceeding to employees and agents of the Corporation with the same scope and effects as the
provisions of the this Article with respect to the indemnification and advancement of expenses of directors and officers of
the Corporation or pursuant to rights granted pursuant to, or provided by, the Washington Nonprofit Corporation Act or the
Washington Business Corporation Act or otherwise.
ARTICLE
VIII
OFFICERS
8.1
Officers Enumerated. The officers of the Corporation shall be a President, a Vice President,
a Secretary, a Treasurer and such other officers and assistant officers as may be deemed necessary by the Board. Any two (2) or more officers may be held by the same person except the office 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 may prescribe.
8.2
President. The President shall be the chief executive officer and, subject to the Board’s
control, shall exercise the usual executive powers pertaining to the office of President.
The President may sign deeds, mortgages, bonds, contracts or other instruments, except when the signing and execution
thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation or
are required by the law to be otherwise signed or executed by some other officer or in some other manner. In general, the President shall perform all duties incident to the office of President and such other duties
as are assigned to her or him by the Board from time o time. The President shall
preside at all meetings of the Board.
8.3
Vice President. In the absence of the President, or in the event of the President’s
death, disability, or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall
have all the powers and be subject to all restrictions upon the President. The
Vice President shall have such powers and discharge such duties as may be assigned from time to time by the chief executive
officer or by the Board.
8.4
Secretary. It shall be the duty of the Secretary to keep records of the proceedings of the Boards
and, when requested by the President, to sign and execute with the President all deeds, bonds, contract, and other obligations
or instruments in the name of the Corporation. The Secretary shall see that all
notices are duly given in accordance with the provisions of these Bylaws or as required by law and shall perform such other
duties as may be assigned to her or him from time to time by the President or the Board.
8.5
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, and, in general, shall perform all of the duties incident to the office of
Treasurer.
8.6
Election, Qualifications and Terms of Office. Each officer, except for the President, shall
be annually elected by the Board at the Board’s annual meeting and shall serve until her or his successor is duly elected
and qualified. The President, Vice President, Secretary, and Treasurer shall
serve as a director of the Corporation. The officers elected by the Board shall
serve until their successor, if any, are elected at the annual meeting of the Board. The new President shall be elected at
the regular Board meeting immediately preceding the annual meeting. The new President must have served on the Board for at
least one year prior to being elected.
8.7
Vacancies.
Vacancies in any office arising from any cause may be filled by the Board at
any regular, annual or special meeting. Any officer so elected shall serve for
the unexpired term of her or his predecessor.
8.8
Removal. Any officer may be removed by a majority of the Board whenever in its judgment the
best interests of the Corporation will be served thereby. Any officer whose removal
has been proposed shall be given an opportunity to be heard by the Board.
8.9
Resignation. An officer may resign at any time by delivering written notice to the Board.
ARTICLE
IX
YOUTH
DIRECTORS
Youth Directors shall be elected by the Board and at all times shall be accountable to the Board. Youth Directors shall have a job description as shall be determined by the Board and be paid a salary as
set by the Board. Additional employees may be hired at the discretion of the Board.
ARTICLE
X
EXECUTIVE
AND OTHER COMMITTEES
The Board by resolution adopted by a majority of the directors in office may designate and appoint an executive committee
and one (1) or more other committees, each of which shall consist of two (2) or more directors and shall have and exercise
such authority of the Board in the management of the Corporation as may be specified in the resolution designating it and
appointing persons to it; provided, however that no such committee shall have the authority of the Board in reference to any
of the acts referred to in RCW 24.03.115. Each such committee shall provide quarterly
written reports of its activities to the Board.
ARTICLE
XI
ADVISORY
BOARDS
The Board by resolution adopted by a majority of the directors in office may solicit, designate and appoint a general
advisory board or a youth advisory board which may advise the Board in the aspects of the Corporation’s business as
may be specified in the resolution designating it and appointing persons to it. In no case shall any advisory board be delegated
voting authority with reference to any of the acts referred to in RCW 24.03.115 or with respect to any matter of management
of the Corporation for which the Board has authority under the provisions of these Bylaws or under the Washington Nonprofit
Corporation Act
ARTICLE
XII
ADMINISTRATIVE
AND FINANCIAL PROVISIONS
5
Fiscal Year. The fiscal year of the Corporation shall be determined by the Board.
3.1
Contracts. The Board may authorize any officer or officers, or agent or agents, to enter into
any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.
3.3
Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness
shall be issued in its name unless authorized by a resolution of the Board. Such
authority may be general or confined to specific instances.
(a)
Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes
or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent
or agents, of the Corporation and in such manner as is from time to time determined by resolution of the Board.
· Loans Prohibited. The
Corporation shall make no loans to any officer or to any director.
· Books and Records. The
Corporation shall keep at its registered office, its principal office in Washington or at its Secretary’s
office if in Washington, the following:
10
Current Articles of Incorporation and Bylaws.
11
Correct and adequate records of accounts and finances.
12
A record of officers’ and directors’ names and addresses.
13
Minutes of the proceedings of the Board, and any minutes, which
may be maintained by committees of the Board. Records may be written or electronic
if capable of being converted to writing.
· Copies of Resolutions.
Any person dealing with the Corporation may rely upon a copy of any of the records of the proceedings, resolutions
or votes of the Board when certified by the President or Secretary.
12.1 Amendment of Bylaws. These Bylaws may be altered, amended or repealed by an affirmative vote of two-thirds (2/3) of the directors
in attendance at any annual or special meeting of the Board. Any proposed amendments
shall be submitted to all directors at least five (5) days before a scheduled Board meeting.
Amendment of Articles of Incorporation. The
Articles of Incorporation may be altered, amended or repealed by an affirmative vote of a majority of the directors in office
at any annual, regular or special meeting of the Board; provided, however, that ten (10) days notice must be given
to each voting and non-voting director prior to the taking of any vote to amend, alter or repeal the Articles of Incorporation
