WASHINGTON ORGANIC RECYCLING COUNCIL
A Nonprofit Corporation
ARTICLE I - NAME
The name of this organization shall be the Washington Organic Recycling Council, a 501(c)(6) non-profit corporation.
ARTICLE II - PURPOSE
The purpose of this organization shall be:
- To promote composting and other recycling or reuse alternatives to the landfilling or open burning of organic debris at the local, state and federal levels.
To promote composting, other organics management practices, recycling or reuse programs and facilities.
To promote the use of composted, recycled, or processed organic waste products.
To promote the marketing, public procurement and private purchase of composted, recycled or processed organic waste products.
To promote industry standards for handling and processing of organic debris.
To promote superior organic waste products.
To promote technical innovation in the industry and new products.
To promote environmentally sound methods of handling and processing of organic debris. To encourage Members to meet minimum standards and permitting requirements, laws and regulations. To encourage Members to exceed these standards where possible and practicable in a commitment to this State's environment and quality of life.
To promote cooperation between Members, the State, localities and applicable regulatory agencies.
To encourage and influence the development of sound and practicable laws, rules and regulations relating to organic waste generation, collection, composting and recycling, or other processing for reuse, use, marketing, procurement and purchasing at the Federal, State and local level.
To educate the public on solid waste and recycling issues related to organic debris.
ARTICLE III - MEMBERS
Section 3.1. Classification of Members
The corporation shall have two classifications of Members:
3.1.1 Regular Members
d) Providers of equipment, supplies or services
3.1.2 Associate Members (non-voting)
a) Soils for Salmon Supporter
c) Master Composter.
d) Environmental Advocate
f) Agencies and non-profit organizations that are not associated with the management of organics in the course of their usual activities.
Collectively, the above classifications of members may sometimes be referred to in these Bylaws as "Member" or Members."
Section 3.2 Qualification for Membership
Any individual, domestic or foreign profit or nonprofit corporation, general or limited partnership, governmental entity, association or other entity may be a Member as long as they otherwise meet the qualifications therefore as may be contained in these Bylaws.
Section 3.3. Regular Members - Classification and Eligibility
3.3.1 Regular Members shall be voting members of the corporation.
3.3.2 Regular Members of the corporation may be individuals, businesses, corporations, governments or other entities engaged in either:
a) The management of yard and garden debris, land clearing debris, wood residuals, food residuals, agricultural residuals, mixed municipal solid organic materials, paper, (all of which may sometimes hereinafter be referred to as "mixed organic material") which results in conversion of the organics into a usable end product;
b) Performing other methods of recycling or processing for reuse of any organic solid waste
c) Collecting such waste;
d) Performing scientific research or education regarding organic solid waste and its processing and products;
e) Providing consulting services to the industry or to government involvement with the industry;
f) Entrepreneurs or inventors involved with or contemplating projects in this industry;
g) Providing equipment or supplies to the industry;
h) Governmental agencies or officials responsible for promoting or regulating organic solid waste collection, organics management, processing, marketing or procurement at the local, state or federal levels;
i) Other industry, trade or recycling nonprofit associations or corporations which have an involvement with the activities of this corporation.
3.3.3. Regular Members who are individuals may also be anyone who devotes a portion of their time to an assignment in, or has a sincere interest in, organic solid waste. Such persons may include, but are not limited to, educators, students, scientists, environmentalists, conservationists, horticulturists, agronomists, and consultants.
3.3.4 Any business, corporate, agency or other entity, which is not an individual, shall notify the Board of its designated representatives and which representative (and alternate, if any) will represent the entity as the voting member in this corporation's business and activities. A Member is allowed to have no more than three designated representatives, including the voting representative.
3.3.5 Any designated representative of the Member may be a Board member and/or officer of the corporation. The action by any designated representative or alternate shall be deemed to be the action of the Member, and shall be conclusive and binding upon the Member. The Member shall notify the Board in writing of any changes in its designated representatives.
3.3.6 Designated representatives other than the voting member shall be called "Member Affiliates.
3.3.7 A Member Affiliate may, if he or she otherwise meets the qualifications therefore and pays individual membership fees and dues, become concurrently an individual Regular Member and individually obtain for his or her the rights and privileges appertaining to Regular membership. Member Affiliates shall abide by all Bylaws, rules and regulations of the corporation, but shall have no rights or privileges outside of their representative capacity.
3.3.8 Additional employees of the Member, who are neither Member Affiliates nor the designated representative, are eligible for the member rate registration fees at Board-sponsored events. These individuals shall have no other membership benefits or responsibilities.
Section 3.4. Associate Members - Classifications and Eligibility
3.4.1 Associate Members may be individuals, or agencies and non-profit organizations that are not associated with the management of organics in the course of their usual activities.
3.4.2 Associate Members shall be entitled to all rights and privileges of Regular Members; provided, however, they have no voting rights and may not vote on any issue, matter or business pertaining to the corporation whatsoever.
Section 3.5. Definition of the term "Person"
The term "person" as used throughout these Bylaws shall be interpreted to include all individuals and entities described in Section 2.2 above, unless the context in which the term is used requires otherwise.
Section 3.6. Annual Membership Fees
There shall be annual membership fees due and payable by each Member. An annual membership fee schedule shall be established by resolution of the Board, and may be changed by resolution of the Board. Annual membership fees for the first year of membership shall be due and payable by each Member in the quarter in which the Member originally joined the corporation and during the first quarter of the year in all subsequent years. The Board may revoke the membership of any Regular or Associate Member for failure to pay dues if the dues are at least three months delinquent, but only if notice has been given to the Member at least one time of the fact that the dues were delinquent. The requirements for payment, and loss of membership for non-payment, may be changed by resolution to the Board.
Section 3.7. Annual Meetings
An annual meeting of the Members shall be held each year at such location or time of day as shall be determined by the Board, for the purpose of affirming the results of the annual election and transacting such other business as may come before the meeting.
Section 3.8. Special Meetings
Special meetings of Members may be called at any time by the President, a majority of the Board, or one third (1/3) of the Regular Members. If the Secretary or other duly designated officer shall neglect or refuse to issue notice of such special meeting as herein required, the President, Directors, Member or Members requesting said special meeting may do so.
Section 3.9. Place of Meetings
All meetings shall be held at such place within or without the State of Washington as designated by resolution of the Board.
Section 3.10. Notice of Meetings
Notice of meetings shall in all instances, be given by the Secretary, or other designated person, at the direction of the President, except under the special circumstances as specified in these Bylaws when other person(s) such as the Board or Members may call a meeting. The Secretary or other party responsible for giving notice of a meeting, shall cause to be delivered to each Member entitled to vote at the meeting, either personally or by mail or email, not less than ten days before the meeting, written notice stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his or her address. Notice of any meeting may be waived in writing at any time by any Member entitled to vote at the meeting. In any event, notice is deemed waived by any Member who attends the meeting, except where a 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.
Section 3.11. Action by Members Without a Meeting
Any action required or permitted to be taken at a meeting may be taken without a meeting if a written consent setting forth the action so taken is signed by all Members entitled to vote with respect to the subject matter thereof. Any such consent shall be inserted in the minute book as if it were the minutes of a meeting.
Section 3.12. Quorum at Meeting
One quarter (25%) of the outstanding Regular Members of the corporation entitled to vote, represented in person or proxy, shall constitute a quorum at a Members' meeting. If less than a quarter of the members are represented at a meeting, a majority of the Members so represented may adjourn the meeting without further notice. The acts of a majority of the Members present at a meeting at which quorum is present shall be necessary for the adoption of any matter voted upon by the Members, unless a greater proportion, if any is required by the Washington Nonprofit Corporation Act, the Articles of Incorporation or by these Bylaws.
Section 3.13. Officiating Officers at Meeting
The President, and in his or her absence, the Vice President, shall preside at all Members' meetings. If both are absent, the Treasurer shall preside. The Secretary shall act as secretary at all Members' meetings. In his or her absence or failure to act, the chair of the meeting may appoint any person to act as secretary of such meeting.
Section 3.14. Determination of Members
The Board may, at their election, fix a time not exceeding thirty days preceding the date of any meeting of Members as a record date for the determination of the Members entitled to notice of a meeting, and to vote at such meeting. The Board may close membership application and/or approval during the whole or any part of such period.
Section 3.15. Voting of Members
Each Regular Member, if the Member is otherwise not disqualified from participating in a vote, shall be entitled to one vote on each matter submitted to a vote at a meeting of Members. Associate Members and Member Affiliates do not have voting privileges in the corporation.
Section 3.17. Termination of Membership
Aside from termination for failure to pay dues as provided for in Section 2.7 of this Article II, membership in the corporation may be terminated for any action by a Regular or Associate Member which is detrimental to the best interests of the corporation, for failure to actively support corporate purposes or to actively participate in corporate activities, or for failing to continue to meet the requirements for a particular class of membership, and removal shall require the affirmative vote of three-fourths (3/4) of the Board (the entire Board but not counting the position of the Member if also a Director). In the event any such termination is contemplated, the Board shall notify the Member in writing of the reasons for the proposed action, and of the time and place of the meeting of the Board at which the termination is to be considered, not later than ten days prior thereto. At the meeting, the Member shall be entitled to respond to the stated reasons and be heard in his or her own defense.
Section 3.18. Electronic Voting
Electronic voting by the membership is permitted to the degree allowed by law.
ARTICLE IV - BOARD OF DIRECTORS
Section 4.1. General Powers
The business and affairs of the corporation shall be managed by the Board of Directors.
Section 4.2. Number, Tenure and Qualifications
4.2.1 The Board shall be composed of up to sixteen Directors and Ad Hoc Directors; provided, however, that the number of Directors and Ad Hoc Directors and the make-up of the Board as specified below may be changed by an amendment to these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent Director or Ad Hoc Director.
4.2.2 Directors must be Regular Members of the corporation, and may also be elected to one or more offices in the corporation.
4.2.3 An "Ad Hoc Director" is defined as a regular Director who would participate at Board meetings and discussions, and would serve on Board Committees and/or in any other capacity normally held by a voting Director, but who would not have the right to vote on issues placed before the Board. Ad Hoc Directors would not have the legal or fiduciary duties attributed to voting Directors.
4.2.4 Candidates for the Board of Directors from the public sector and from educational institutions may run as Ad Hoc Directors, provided that Ad Hoc positions do not exceed one third of the filled positions.
Section 4.3. Election and Term of Board of Directors
4.3.1. The Board of Directors shall be elected under such rules as are established by the Board, for terms of two years.
4.3.2. Directors shall serve as such for the term elected or appointed, or until their successors are elected and qualified, or until they are removed by the Board or resign.
4.3.3. A change in the time and manner of the election may be made by majority vote of the Board of Directors.
Section 4.4. Regular Meetings
Regular Board meetings shall be held at least five times a year at a time and place to be determined by the Board. Joint Board and Members' meetings may also be called by the Board.
Section 4.5. Special Meetings
Special Board meeting may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings may fix any place either within or without the State of Washington as the place for holding any special Board meeting called by them.
Section 4.6. Quorum
A majority of the filled Board positions, not including Ad Hoc positions, shall constitute a quorum for the transaction of business at any Board meeting. Attending Board meetings via teleconference or webinar is acceptable and counts toward the quorum. The acts of a majority of the Directors present at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted on by the Board, unless a greater proportion, if any, is required by the Washington Nonprofit Corporation Act, the Articles of Incorporation or these Bylaws.
Section 4.7. Vacancies
Any vacancy occurring on the Board may be appointed by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board may be present. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. A Directorship to be filled by reason of an increase in the number of Directors shall be filled by the affirmative vote of a majority of the Board for a term of office continuing only until the next election of Directors by the Members.
Section 4.8. Removal
At a meeting of Members called expressly for that purpose, one or more Members of the Board, including the entire Board, may be removed, with or without cause, by a vote of a majority of the Members entitled to vote on election of Directors. In addition, any Director who misses more than two consecutive meetings, unless excused by the president in advance of the meeting, or more than three meetings for the year may be removed from office and that position will become vacant. A replacement may be appointed by majority vote of the Board for the remainder of the term.
Section 4.9. Presumption of Assent
A Director of the corporation present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent to such action is entered in the minutes of the meeting or unless he or she files his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or unless he or she forwards such dissent by certified mail to the Secretary of the corporation immediately after the adjournment of the meeting. A Director who voted in favor of such action may not dissent.
Section 4.10. Board Action Without a Meeting and by Teleconference
Any action required, or permitted to be taken, at a meeting of the Board may be taken without a meeting if a written consent setting forth the action to be taken is signed by each of the Directors. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board meeting. Members of the
Board or any committee designated by the Board may participate in a Board or committee meeting 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.
Section 4.11. Board Committees
The Board may, by resolution duly adopted by the Board, designate one or more of their number to constitute an executive committee and/or other standing or special action committees, which committee(s), to the extent provided in said resolution, shall have and exercise the authority of the Board in the management of the business of the corporation. Provided, however, that no such committee shall have the authority of the Board in any matters specifically withheld from committees under RCW 24.03.115, or any provisions of the Washington Nonprofit Corporation Act.
Section 4.12. President
The President of the Board shall preside at all meetings of the Board and of the Members. In his or her absence, the Vice-President shall preside. The President shall be elected for a term of two years. The President shall serve as such for the term elected, or until his or her successor is elected and qualified, or until he or she resigns. A vacancy in the Presidency position because of death, resignation, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term. The President has the authority to supervise the Executive Director, appoint committees, call special meetings, set meeting agendas, vote in the case of a tie, and sign official documents for the organization.
Section 4.13. Vice-President(s) (If positions filled)
In the absence or in the event of his or her death, inability or refusal to act, the Vice-President-shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions on the President. Vice-Presidents shall perform stich other duties as from time to time may be assigned to them by the President or the Board.
Section 4.14. Secretary
The Secretary shall:
4.14.1 Assure that the minutes of the Members' and Board meetings are recorded and maintained.
4.14.2 See that all notices and legal registrations are duly given in accordance with the provisions of these Bylaws or as required by law.
4.14.3 Sign with the President, or a Vice-President, contracts or other documents of the corporation authorized by the Board.
4.14.4 In general perform all duties incident to the office of Secretary and such other duties as may be assigned to him or her by the President or by the Board.
Section 4.15. Treasurer
The Treasurer shall:
4.15.1 lf required by the Board, give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board shall determine.
4.15.2 Oversee charge and custody of and be responsible for oversight of all funds of the corporation.
4.15.3 In general perform all of the duties incident to the office of Treasurer and such other duties as may be assigned to him or her by the President or by the Board.
Section 4.16. Election and Term of Officers
4.16.1. The first officers of the corporation shall be elected by the Board at its first organizational meeting of the year following a fall election.
4.16.2. Each Director shall hold office for a two-year term and until his or her successor shall have been elected and qualified, unless he or she resigns or is removed.
4.16.3 A change in the time and manner of the election may be made by majority vote of the Board of Directors.
Section 4.17. Removal
Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Grounds for removal would include, but not be limited to, failure to perform his or her duties, failure to attend required meetings, negligence, and engaging in improper and/or illegal activities.
Section 4.18 Vacancies
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term.
Section 4.19. Remuneration
No stated salary shall be paid to Directors for their services; however, by resolution of the Board, expenses of a Director, officer or employee of the corporation for travel, attendance, meals, lodging and other expenses if any, may be allowed for attendance at each regular or special meeting of the Board, or at other functions applicable to the affairs of the corporation approved by the Board. Provided, however, that nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation thereof. Members of special or standing committees likewise may be allowed like compensation for expenses of attending committee meetings.
Section 4.20. Executive Committee
The Executive Committee shall consist of the WORC Officers and the Immediate Past President. It shall be responsible for broad oversight of Council activities and applying Board policy. It shall have the authority to act on behalf of the Board of Directors between regular meetings of the Board on matters deemed urgent or time-sensitive. The Executive Committee shall meet at the call of the President and a majority shall constitute a quorum.
Section 4.21. Annual Budget
The corporation shall annually adopt a budget, and the annual budget of the corporation shall be adopted by a majority vote of the Board at a meeting at which a quorum is present. Such budget, when adopted, may be modified by similar vote of the Board.
Section 4.22. Electronic Voting
Electronic voting by the Board is permitted to the degree allowed by law.
ARTICLE V - EMPLOYEES
Section 5.1. Designation and Qualifications
The employees or contract staff of the corporation may include the Administrative Executive Director, who shall be approved by the Board.
Section 5.2. Executive Director
The Executive Director shall be the principal executive employee of the corporation and, subject to the Board's control, shall supervise and control all of the business and affairs of the corporation. With the Secretary or other officer of the corporation authorized by the Board, he or she may sign deeds, mortgages, bonds, contracts, or other instruments that the Board has authorized to be executed, except when the signing and execution thereof has been expressly delegated by the Board or by these Bylaws to some other officer or agent of the corporation or is required by law to be otherwise signed or executed by some other officer or in some other manner. In general, he or she shall perform all duties incident to the position of Executive Director and such other duties as may be prescribed by the Board from time to time.
ARTICLE VI - LIMITATION OF PERSONAL LIABILITY
Section 6.1. Limitation of Personal Liability
The Directors, Officers, Members and Associate Members and staff of the corporation shall not be liable for monetary damages for their conduct as Directors, Officer, Members or Associate Members. Provided, however, that the elimination of liability contained in this Section does not eliminate or limit any such persons liability for acts or omissions that involve intentional misconduct or a knowing violation of the law, or for any transaction from which the individual so relieved from liability will personally receive a benefit in money, property or services to which the person is not legally entitled; and, provided that this elimination of liability does not limit or eliminate the liability of such person for any act or omission occurring before the date of filing of the Articles of Incorporation of the corporation with the Secretary of State's Office which is the date this provision eliminating liability (which provision is also contained in the Articles of Incorporation) became effective.
ARTICLE VII - INDEMNIFICATION
Section 7.1. Indemnification
To the full extent permitted by the Nonprofit Corporation Act, RCW 24.03, et seq (including but not limited to RCW 24.03.043) and the applicable provisions of the Washington Business Corporation Act, RCW 24A and 23B, et seq (including but not limited to 23B.l7.030 and 23B.OS.500 through 23B.08.600), and subject to the provisions restrictions and limitations on indemnification set forth in said provisions, the corporation shall indemnify:
7.1.1 An individual made a party to a proceeding against liability in the proceeding because the individual is or was a Director.
7.1.2 A Director who was wholly successful, on the merits or otherwise in the defense of any proceeding to which the Director was a party because of being a Director of the corporation against reasonable expenses incurred by the Director in connection with the proceeding;
7.1.3 A Director in the form of advance reimbursement for reasonable expenses incurred as a party to a proceeding specified in 7.1.1 above;
7.1.4 A Director as otherwise may be permitted by Washington statute or State law;
7.1.5 Officers, employees, agents, Members and Associate Members to the full extent consistent with law 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 or she is or was an officer, employee, agent, Member or Associate Member of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, agent, member of another corporation, against costs and expenses, including attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding. The indemnification provided by this 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; and,
7.1.6 The Board may, at any time, approve indemnification of any other person which the corporation has the power to indemnify under the provisions of the Revised Code of Washington or the laws of the State of Washington.
ARTICLE VIII - CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 8.1. Contracts
The Board may authorize any officer(s) or agent(s) to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 8.2. Loans
No loans shall be contracted on behalf of the corporation unless authorized by resolution of the Board. Such authority may be general or confined to specific instances.
Section 8.3. Loans to Officers and Directors
No loans shall be made by the corporation to its officers, Directors, Members or Associate Members.
Section 8.4. 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(s) or agent(s) of the corporation and in such manner as is from time to time determined by resolution of the Board.
ARTICLE IX – BOOKS AND RECORDS
Section 9.1. Books and Records
The corporation shall keep correct and complete books and records of accounts, minutes if the proceedings of its Board, and at its registered office or at its principal place of business, or at the office of the Secretary, a record of the Directors, giving the names and addresses of all Directors.
ARTICLE X - WAIVER OF NOTICE
Section 10.1. Waiver of Notice
Whenever any notice is required to be given to any Member or Director of the corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Washington Nonprofit Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XI - NONPROFIT STATUS
Section 11.1 Nonprofit Status
This corporation is a nonprofit corporation under the Washington Nonprofit Corporation Act. The corporation has applied for and obtained a nonprofit corporation tax status under the 1986 United States Internal Revenue Code, 26 U.S.C., Section 501(c)(6), as amended.
Section 11.2 No Private Inurement
This corporation shall have no capital stock and no part of the income of this corporation shall inure in whole or in part to the benefit of or by distribution to any officer, Director, trustee, Member, Associate Member or other individual having a personal or private interest in the activities of the corporation, except that the corporation shall be authorized and empowered to pay compensation for services rendered and to make reimbursement for any reasonable expenses incurred on its behalf, and to make payments and distribution in furtherance of the purposes stated in the Articles of Incorporation.
Section 11.3 Distribution Upon Dissolution
Upon any dissolution of this corporation under the provisions of the Washington Nonprofit Corporation Act, all of its assets remaining after payment of creditors shall be distributed to one or more organizations designated by the Board and permitted to receive any such distribution of the corporation's assets in accordance with 26 U.S.C., Section 501(c)(6) or 501(c) 3 of the Internal Revenue Code of 1986, as amended, and applicable provisions of the Washington Nonprofit Corporation Act, as amended.
ARTICLE XII - AMENDMENTS
Section 12.1. Amendments
The Bylaws may be altered, amended or replaced and new Bylaws may be adopted by the Board at any regular or special meeting of the Board.
ARTICLE XIII - DISSOLUTION
Section 13.1. Dissolution
Any volunteer dissolution of the corporation shall be authorized at a meeting of the Members of the corporation upon the adoption, by the affirmative vote of at least two-thirds (2/3) of the Members present or represented by proxy, of a resolution to dissolve the corporation recommended by a resolution of the Board.
Revised and Adopted by the WORC Board of Directors on December 7, 2016