Structure & Bylaws
Structure & Bylaws

July 8: We have a new structure! After a year of a broad process to gather input and attempt to find a balance in competing priorities, we’ve finalized our new structure. We’ll spend the upcoming months transitioning—and will review and revise in the months and years to come. There’s a rough org chart here (though this will likely change frequently). The Hub will continue to serve as the Board and Policy & Endorsements Committee until the new structures are in place; and the Worker Collective will operate like the Support Team until the new Support Team is in place.

1) Volunteers/Activists/Members

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/activist/member, as are those who sign up online for our mailings.

2) Leadership Team

This group consists of:

  1. Workgroup leads
  2. Leads of functional and mission-critical sub-groups/campaigns of workgroups that are of critical importance
  3. People holding important roles but not leading teams (e.g. someone bottom-lining our tabling)
  4. Other people who don’t have specific roles right now but have been quite critical in the organization (e.g., former workgroup leads)

Twice a year, the Support Team will put together a current roster of potential members and send it to the Leadership Team to see if anyone is missing. The group can also recommend other people be invited, noting their role/contribution. (Nominations must be seconded by two additional Support Team members.) People on this roster will be extended an invite to join the Leadership Team and given a deadline to accept the invite. Membership on the Leadership Team comes with the expectations and benefits listed below.

If new leaders emerge outside of this twice-annual process, they can be nominated to join the Leadership Team by two people (either Support Team or Leadership Team members) and then the Leadership Team can vote to add them. They will not be eligible for a stipend until the next opportunity to request one.

Expectations of the Leadership Team

  1. Provide input to the Support Team and Board on organizational level issues/questions, such as priority setting and strategic planning
  2. Make decisions in a timely manner (sometimes within 24 hours)
  3. Attend monthly Leadership Team meetings
  4. Attend key trainings and gatherings, e.g. anti-racism training and leadership retreats

Benefits of being on the Leadership Team

  1. Access to the Leadership Team Stipend Fund
  2. Priority access to training opportunities
  3. Opportunity to nominate people to the Policy & Endorsement Committee and Board Nominations Committee
  4. Peer-to-peer learning and relationship-building opportunities
  5. Opportunities to gain deeper insight into the climate movement and climate justice issues
  6. Satisfaction of knowing you’re part of a badass team.

3) Support Team

This is the group that has evolved out of our old Worker Collective. Its purpose is to further the mission, values, and culture of 350 Seattle by holding and dispersing organizational knowledge and performing and/or coordinating key functions. The Support Team does this in three ways:

  1.     Inspiring, empowering and nurturing our Leadership Team and volunteers;
  2.     Equipping them with resources and tools.
  3.     Pollinating connections within the group, as well as with other groups.

To be on the Support Team, people must:

  1. Work a minimum of 20 hours/week on average, and commit to attending a weekly meeting
  2. Commit to the shared responsibilities and values listed below
  3. Choose at least 2 areas of work totaling at least 10 hours (with the balance spent on “Shared Responsibilities”)

Shared Responsibilities & Values – Everyone on the ST commits to these:

  1. Plug holes as needed. Being on the ST is a privilege; sometimes this means we need to do the things nobody else wants/can do. Offer to plug holes and relieve the burden on stressed WG/WT members.
  2. Manage crises. Sometimes we have to figure out how to respond to a crisis immediately. Decide who needs to be at the table outside the ST, and if there’s time for a wider input process.
  3. Support each other; have mutual accountability. We agree to support each other when we need help or a break. We also agree to be accountable to each other – this means speaking up and not letting tensions fester.
  4. Fundraise. We believe in sharing fundraising responsibilities across the team. Each member will help with fundraising in the ways that align with their skills. Each member will promote a culture of fundraising in the organization.
  5. Engage volunteers. We will prioritize volunteer engagement in everything we do. We’ll do 1 on 1s, honor volunteers’ commitment, treat them with respect. We’ll ask ourselves, “can volunteers accomplish this task?”. As often as possible, we’ll delegate and/or build volunteer teams to accomplish the work. We need to ensure that we are replaceable.

Functions filled by the ST (More than one may support each function, but one person is the lead.)

Communications Coordination

  • Write and/or edit  fact sheets and other materials
  • Write/edit website content
  • Tech support of website
  • Support Social Media Team
  • Coordinate Press
  • Write/edit e-mail alerts
  • Offer forms support
  • Coordinate newsletter
  • Manage Listservs

Operations Coordination

  • Insurance policies management
  • State filings
  • Contract management
  • Manage office/facilities management
  • Liaise with data manager/backup data management
  • Equipment check-out and maintenance

Financial Coordination

  • Lead on creating budget
  • Bookkeeping back-up
  • Monthly financials and projections
  • Write checks
  • Deposit checks and cash
  • Get 990s done
  • Pull financials for grants
  • Determine process for funding decisions within the budget

Fundraising Coordination

  • Create and manage fundraising plan
  • Convene volunteer fundraising team
  • Ensure that donors get thanked

Movement-Building Coordination

  • Organize and lead trainings
  • Improve pathways of engagement
  • Organize monthly meetings
  • Develop internal communications structures

Special Projects as agreed upon by the organization

  • Restructuring
  • Statewide 350 group incubation

Workgroup/Work Team Point Person Responsibilities

(Responsibilities of being a workgroup/team point person, regardless of which work team; multiple ST members may support a WG/T but only one person is “point”)

  •      Check in, be available for questions, provide personal mentorship to workgroup/team leads (WG/TLs)
  •      Support campaign planning and strategy, offer tactical advice, help develop work plans with WG/TLs
  •      Document structure, function, and roles of teams; develop categories and tasks needed; ask people to fill roles
  •      Oversee WG/T progress and ensuring work moves forward
  •      Guide research and provide research for work teams
  •      Alert WTLs to appropriate personal development opportunities
  •      Develop personal relationship with WTLs that goes beyond work
  •      Support volunteer engagement team and fill in on organization’s needs
  •      Coordinate WTLs within workgroups if relevant
  •      Engage in one-on-ones with skilled volunteers and new leaders
  •      Monitor progress on strategic plan goals with work teams
  •      Keep team members informed
  •      Provide organizational expertise to work team leads

Shared Responsibility (takes up at least 5 hours/week/member – each member sets a # of hours) (Responsibilities that the Support Team as a whole shares.)

  •     Oversight/support of organizational strategy
  •      Liaising with other groups
  •      Accountability to our roles
  •      Leadership boarding and documentation
  •      Networking
  •      Guidance for communications products
  •      Identification of solutions to legal questions
  •      Updates to funders
  •      Screening and supervision of interns
  •      Help in determination of stipends for leadership circle
  •      Recommendations of new Support Team members
  •      Logistical support, i.e. fundraising events
  •      External relations
  •      Grant writing
  •      Review of new work team proposals
  •      Fundraising appeals
  •      Liaising with 350.org
  •      Hustle text messaging management
  •      Funding recommendations to Board outside budget
  •      Planning and support of fundraising events
  •      Relationship management
  •      Work team coordination (ensuring that they’re not siloed)
  •      Management of the leadership circle membership
  •      Communication of organizational successes to leadership
  •      Championing/relaying of the needs and successes of work teams to wider support team
  •      Answering of random questions from info@
  •      Planning of celebrations within org.
  •      Identify conflicts and refer to tending circle
  •      Messaging (internal leadership  – supporters – general public)
  •      Meeting with donors
  •      Ensuring strategic planning (within WGs/WTs/whole LT)
  •      As needed, facilitation of meetings and creation of agendas (within WGs/WTs/whole LT)

Compensation Structure & Benefits

All ST members will be paid as contractors, with project rate contracts based on either 20, 30, or 40 hours of work/month. Members will invoice and substantiate work accomplished over the previous month, but will not need to account for each hour since the contracts will be a monthly project rate (not an hourly). Contracts will be issued every year and can be amended throughout the year.

The compensation structure is based on the Seattle minimum wage ($15/hr) + 50%, to account for high cost of living in Seattle and payment as contractors (self-employment taxes; need to buy own health insurance; etc.). It’s also important that this amount is livable for people who may have higher expenses (e.g. family members to care for). Since ST members are paid monthly, the contracts are based on a monthly rate (vs. hourly), rounded to the nearest dollar. These figures are based on a 52 week year.

Proposed monthly contracts

20 hours – $1,993  (math: $23/hr ($22.50 rounded up) * 20 hrs/wk * 52 wks = $23,920. $23,920 / 12 months = $1,933 rounded)
30 hours – $2,990
40 hours  – $3,987

Support Team members can choose to forego part/all of their contract and allocate it to the Leadership Team Stipend Fund. This will account for differences in members’ cost of living and the desire of some members of the ST to earn less for their work in order to “spread the wealth” among more leaders.

Benefits – since the Support Team members are paid as contractors there are no traditional benefits offered. As long as the work in the contract is accomplished, time spent working on 350 Seattle work is very flexible. ST members are responsible for providing their own computers. Any supplies needed to fulfill the contract can be requested from the budget.

There is no formal “paid time off” but since the contracts will be flat rate contracts, ST members can take time off with the understanding that they will make up the time in another month. If there is concern that a ST member is taking too much time off, the rest of the ST will raise this concern and can recommend a contract reduction/termination to the Board.

The Support Team will have access to a fund (to be determined) for professional development.

Annual Review

Over the first year of the implementation of the new structure, a lot of processes will need to be put in place within the Support Team. One such process is a review process. There will be a mechanism to assess the Support Team at least annually, that includes gathering feedback from other Support Team members as well as the Leadership Team. Through this process any areas of improvement can be addressed by the group.

Hiring Process

The members of the Hub who are not on the Worker Collective are discussing the Support Team hiring process right now and determining if they want to prioritize the existing Worker Collective in forming the Support Team. As decisions get made, they will be posted.

4) Policy & Endorsements Committee (PEC)

This is the decision-making body for organization-level endorsements and sponsorships; campaign-level endorsements; and sponsorships that have reputational risk. It also sets organization-level policy positions, and will be encouraged to form ad hoc committees to work through challenging organizational issues and make a recommendation to the PEC.

5) Board of Directors

The Board ensures that we comply with IRS and State 501c3 guidelines, maintains big picture oversight, watches for red flags and opportunities; (with the Support Team) ensures mission alignment, ensures fiscal responsibility, approves the budget and large expenditures outside of budget, approves hiring/firing, and (with the Tending Circle) addresses irresolvable conflicts.

Anyone may nominate a Board Member; a Nominations Committee (consisting of one Board Member, one Support Team member, and three work group or work team representatives) vets these nominees; qualified candidates are presented to the Support Team, Leadership Team, and existing Board for a vote. The Board elects own officers. A board member may be recalled if 2/3 of the Leadership Team and Support Team agree.

6) 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.

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.

8) Decision-Making Structure

Our draft decision-making outline is here.

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.

Bylaws 

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 (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 Support Team and the Leadership Team.   The Board shall consist of up to seven (7) and not fewer than four (4) members.  Board Members receive no compensation for their duties as a board member other than reasonable expenses after supplying receipts to the Treasurer; they may not be on the Support Team. 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–for example, a Board Member may be on the Leadership Team.

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.

aSection 5: Terms:  All Board members shall serve a maximum of three two-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:  Anyone may nominate a person as a Board Member. The Board Nominating Committee decides which nominees to move on to a vote. The nominees are voted on by the existing Board, the Leadership Team, and the Support Team.

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, or by 2/3 of the Leadership and Support Teams.

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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