Structure & Bylaws
Structure & Bylaws
*Our structure, decision-making processes, and internal policies are all under review now (December 2016), in a process about which we’ve been updating the group in our emails and meetings. The information below may be incomplete or out-of-date; please bear with us as we attempt to create a flexible, effective, and transparent structure going forward!
People are the heart of this movement. We hold open monthly meetings, host office hours, and have social events like the “Brewing Resistance” happy hours; check our calendar for details! Fill out our Get Involved form. 350 Seattle consists of flexible, topic-focused workgroups; we add workgroups as needed (for example, if something happens that people feel isn’t adequately addressed by an existing workgroup, and there are people who want to focus on that issue). Workgroups end or become dormant when no longer needed (or there is no one who wants to work in them). Thus, our work is volunteer-driven; anyone who joins us at meetings or actions is considered a volunteer/member, as are those who sign up online for our mailings.
2) Hub (Board of Directors), Hub Coordinator, Communications Coordinator, and Treasurer
Each workgroup has a facilitator, who belongs to the 350 Seattle Hub. The Hub for legal purposes is referred to as the Board of Directors. When membership supports an idea that forms a workgroup, they also decide by consensus who is the best person to be facilitator of the group – usually this will be the originator of the idea, but not always. In addition to the workgroup facilitators, the Hub consists of a Hub Coordinator (who facilitates the General Meeting and serves as a liaison to national 350) and a Communications Coordinator (who supports the group with messaging and website content, and coordinates media outreach). Both are selected by the Hub to serve in those roles. The Hub asks one of its members to serve as treasurer; if necessary, someone from the general body may be asked to serve on the Hub as treasurer. The treasurer shall make at least two financial statements available to the board and the Hub.
3) Selection of Board of Directors, and Officers
When a work group selects a facilitator (or in some cases the Hub may choose someone to lead a work group) that is considered a “nomination” to the Hub and the Hub can than choose to include that person in the Hub, or have them simply remain as a workgroup facilitator. The Coordinator and Communications Coordinator and Treasurer are selected and confirmed annually by the Hub. Any Hub member can be offered a consultant contract by the Hub at a meeting at which that potential contractor recuses themselves from the decision making process. Hub members serve two year terms. After two years the Hub will review and either renew them for another two years or replace them at that time. A person can serve consecutive or non-consecutive multiple terms.
4) Path to Workers’ Collective
Anyone awarded a contract by the board as a consultant is considered a member of the Workers’ Collective. To join the Workers’ Collective, members must first be on the Hub for a minimum of six months. If a member is interested in becoming a collective member and is not currently a workgroup facilitator, s/he needs to be chosen as facilitator by the members of a workgroup (whether existing or newly proposed by the member), and then serve in that role and on the Hub for 6 months. S/he may then ask the board to offer a contract for a project; s/he must be willing to help with the fundraising for that project.
5) Relationship to Other Organizations
Where larger organizations have taken the lead on an issue–such as, for example, the Power Past Coal coalition–the 350 Seattle workgroup dedicated to the same issue will work with them collaboratively so that information flows easily and efforts are not duplicated.
6) Workgroup Relationships
Workgroups may meet or have actions at other times than the General Meeting of 350 Seattle, but they are encouraged to attend the General Meetings, so that they can help shape our overall direction and stay closely networked within the broader group, as well as with partner organizations. We are committed to supporting each other’s actions, and to coordinating events both within 350 Seattle and with other organizations that share our goals. If a workgroup has tensions that are felt to be detrimental to the group, members can ask the HUB for help in solving the problem. 350 Seattle has behavioral agreements for its meetings that have been agreed to by members, and members can be asked to leave if they will not adhere to these agreements. If the Workers’ Collective has dissension, it can ask the Board for help in resolving it.
7) General Meeting
General Meetings are currently on the first Wednesday of the month at 6:30 pm(check the calendar, but there is generally food and socializing starting at 5:30), and are at University Friends Meeting 4001 – 9th AVE NE. Meetings of the whole group involve information sharing, workgroup time, “report-backs” from workgroups to the whole body, and announcements. When necessary, discussions about decisions that the whole group must make (e.g., actions or endorsements) will take place. Proposals generally originate within a workgroup and then are brought forward to the larger group. Where possible, time is made before and after the meeting for socializing.
8) Decision-Making Structure
The whole group, the workgroups, the Hub, the Workers’ Collective and the Board of Directors generally use consensus minus one for decision-making. General Meeting decisions will guide the direction of 350 Seattle’s work. The Hub will guide implementation of the ideas of the membership and may do this by hiring Hub members as consultants to carry out defined projects. The Board’s decisions will be legally binding regarding finances, including the employment of contractors. The Hub needs to have 2/3 of members included for quorum – someone can be present by phone or Skype.
9) Non-Violence Statement
350 Seattle is committed to nonviolence, inspired by the spirits of Gandhi, Martin Luther King, Jr., and countless others before us. We act with dignity and treat others with respect; we do not engage in violence or property damage. Healing the damage we’ve done to the planet will require all the energy, creativity, and dedication we’ve got; nonviolence can unite us for these critical tasks, and offer us a vibrant path forward.
10) Dissolution of Property
In the event that 350 Seattle ceases to function, all remaining assets will be either sold to pay debts or donated to another climate change-focused organization with 501-C-3 status.
Article I – Name/Purpose
Section 1: Name: The name of the organization shall be 350seattle.org (also referred to in these bylaws as the “Organization”).
Section 2: Purpose: The 350seattle.org is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
350 Seattle is a grassroots organization working for climate justice by educating people and engaging them in the movement for a livable planet.
Article II – Membership
Section 1: General Membership: This organization will not have General Membership. Financial supporters will be given the title of ‘Donor’ and volunteers will be given the title of “Volunteer.’ Neither Donors nor Volunteers will have voting rights.
Article III – Powers
Section 1: Direction of Powers: The general powers of the Organization will be exercised, its property controlled and its business and affairs conducted by or under the direction of a quorum of the Board of Directors (alternately known as the HUB and hereinafter referred to as the Board). The Board may act only by a majority vote of all the Directors of the Board minus one in all matters. Board members will receive no compensation for serving on the board.
Section 2: Private Inurnment: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article One.
Section 3: Discrimination The Organization shall not discriminate in the application of its programs, policies, procedures, or practices based on race, religion, creed, marital status or sexual preference.
Section 4: Lobbying: No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Article IV – Structure of the Board Members
Section 1: Board Role, Size, Compensation: The Board is responsible for overall policy and direction of the Organization. The Board shall also delegate responsibility for day-to-day operations to the officers of the organization. The Board shall consist of up to fifteen (15) and not fewer than four (4) members. The Board members receives no compensation for their duties as a board member other than reasonable expenses after supplying receipts to the Treasurer. This does not preclude a board member from receiving compensation for performing other duties for the organization that are separate from the duties of a Board Member.
Section 2: Meetings: The Board shall meet at least twice a year in an agreed upon time and place. The board can meet at other times with approval of 60% of the board members.
Section 3: Action Without Meeting: Actions required or permitted to be taken by the Board may be taken without a meeting. There must be unanimous consent of a quorum of the board members to act on a matter without a meeting.
Section 4: Electronic Mail, Telephone Meetings: Electronic mail shall be considered equivalent to any communication otherwise required to be in writing. Board members shall also be permitted to participate in meetings through telephone communication if such can be arranged so that all Board members can hear all other members.
Section 5: Terms: All Board members shall serve unlimited year terms.
Section 6: Quorum: A quorum must be attended by at least 60% of the Board members before business can be transacted or decisions made or passed.
Section 7: Notice: An official board meeting requires that each Board member have written notice two weeks in advance. Any written notice via fax or email is acceptable. Notice of a meeting can be waived if approved by 100% of the board members or if a regular schedule of meetings is clearly established.
Section 8: Officers and Duties: The board authorizes the creation of the offices of President, one or more Vice Presidents, Secretary and Treasurer. Board members are permitted to hold offices in the organization. One individual can hold two offices. The board is not obligated to fill all of these officer positions. The officer’s duties are as follows:
- The President shall be in charge of all of the organizations activities, and report the activities of the organization to the Board.
- The Vice President shall serve as the President’s delegate. If there is a single Vice President that Vice President will take over the duties of the President if the President position is open or the President is unable to perform the Presidential duties. If there is more than one Vice President, the Executive Vice President will take over the duties of the President if the President position is open, or the President is unable to perform the Presidential duties.
- The Secretary shall be responsible for keeping records of the organization, including safekeeping of the minutes of the board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.
- The Treasurer shall manage the financial affairs of the Organization and shall be responsible for all funds, properties and securities held by the Organization. The Treasurer shall make a report twice a year based upon reviewing all receipts and disbursements of the Organization.
Section 9: Vacancies: Those who serve as work group facilitators are eligible to serve on the Board and do so by agreement of the existing board. When a Board member leaves, that person’s workgroup will select a new work group leader, or the board may suggestion one. That person would join the board by its agreement. The creation of a new work group can result in the creation of a new board position up to 15.
Section 10: Resignation, Termination, Absences: Resignation from the Board must be in writing and received by the Secretary or Chair of the Board. A Board member may be dropped for excess absences. A Board member may be removed for other reasons by an agreement of all other remaining directors.
Article V – Rights of Inspection
Section 1: Inspections: Every member of the Board shall have the right at any reasonable time and on written demand to examine and make copies of/from the relevant books and records of accounts, minutes and bylaws of the Organization.
Article VI – Fiscal Year
Section 1: Fiscal Year: The fiscal year shall be the calendar year. The fiscal year for the Organization shall end December 31.
Article VII – Indemnification
Section 1: Terms of Indemnification: The Organization may, to the fullest extent, now or hereafter permitted by law, indemnify any person made or threatened to be made, a party of any action, suit or proceeding by reason of the fact that he/she (or person of who he/she is the legal or personal representative of heir or legatee) is or was an Officer, employee, associate, contributor, or any other agent of the corporation, or of any other organization served by him/her in any capacity at the request of the Corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees.
Article VIII – Dissolution
Section 1: Dissolution: Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Article IX – Amendments
Section 1: Amending the Bylaws: The Articles of Incorporation and Bylaws of the Organization may be altered, amended, or repealed and new Articles of Incorporation and Bylaws adopted only upon acting by 100% majority vote minus one of all Officers of the Board, except as otherwise provided in the Articles of Incorporation of these Bylaws. Proposed amendments must be submitted to the Secretary or Board President to be sent out with regular Board announcements.
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