By laws of Foundation

Foundation By Laws
September 11, 1990
BYLAWS OF
JEFFERSON COUNTY EDUCATION FOUNDATION

ARTICLE I
GENERAL PROVISIONS
Section 1. Name. The name of this Washington nonprofit corporation is JEFFERSON COUNTY EDUCATION FOUNDATION (“foundation”). The principal office of the Foundation shall be located at the City of Port Townsend, County of Jefferson, State of Washington at such place or places the Board of Directors may designate from time to time.

Section 2. Definitions. Unless expressly indicated to the contrary, the terms used herein shall have the following meanings:
a) The WNPN Act. The Washington Non Profit Corporation Action as the same may be amended or recodified from time to time, as referred to herein as the “WNPC ACT”.
b) Member. Members shall be any natural person, corporation, partnership or other entity. Members shall be from the Jefferson County area and shall include but not be limited to representatives of the Board of Economic Development Council of Jefferson County and the County School Boards and representatives at large of employment, education, labor, local government and minority groups within the County area.
c)Purpose. The Foundation has been formed for the purpose set forth in Article III of the Articles of Incorporation.


ARTICLE II
MEMBERSHIP AND VOTING RIGHTS

Section 1. Qualifications. Individuals and entities shall be nominated for membership in the Foundation by a majority vote of the Board of Directors.

Section 2. Transfer of Membership. The membership in the Foundation shall be nontransferable.

Section 3. Voting Rights. Each member who is currently in good standing shall be entitled to one vote at membership meetings of the Foundation. Cumulative voting, although permissible in the State of Washington shall not be allowed in this corporation


ARTICLES III
MEETINGS OF MEMBERS

Section 1. Place of Meeting. All meetings of the members shall be held at such place in the City of Port Townsend County of Jefferson, Washington as the Board of Directors may from time to time designate.

Section 2. Annual Meeting of Members. An Annual Meeting of the members shall be held on the first Wednesday of November of each calendar year. The time and place of the Annual Meeting shall be fixed by the Board of Directors (“Board”). At each Annual Meeting there shall be elected by secret written ballot of the members of the Board of Directors in accordance with the requirements of these Bylaws. The members may also transact such other business of the Foundation as may come before them at such Annual Meetings.

Written notice of each Annual Meeting shall be given to each member by the secretary in the manner herein provided. All such notices of any Annual Meeting shall be sent to each member not less than ten (10) days, and not more than fifty (50) days before such Meeting, and shall generally state those matters which the Board, at the time of mailing of notice, intends to present for action by the members (but any proper matter may be presented for action at such Meeting). The notice of any meeting at which Directors are to be elected shall include the names, and addresses of those who are nominees at the time the notice is sent to members.

Section 3. Special Meetings. Special Meetings of the members, for any purpose or purposes whatsoever, may be called at any time by a majority of the Board or by members representing twenty five (35%), or more, of the total voting power of all members. Notice of such Special Meetings shall be given in the same manner as for Annual Meetings (except as hereinafter stated) and may be given by any person or persons entitled to cal such meetings. Notices of any Special Meetings shall specify in addition to the place, day and hour of such meeting the general nature of the business to be transacted (and no other business may be transacted). Notwithstanding and foregoing, in special cases where the Board feels that action must be taken by the Foundation in less than ten (10) days time, the notice of Special Meeting may be given telephonically to all members then in good standing.

If a Special Meeting is called by members, the request shall be submitted by such members in writing, specifying the general nature of the business proposed to the transacted and shall be delivered personally or sent by registered or certified mail or by telegraphic or other facsimile transmission to the President, the Vice-President, or the Secretary of the Foundation. The officer receiving the request shall cause notice to be promptly given to the members entitles to vote, that the meeting will be held, and the date for such meeting. If the notice is not given within twenty (20) days after receipt of the request, the members requesting the meeting may give the notice.

Section 4. Notice of Certain Agenda Items. If action is proposed to be taken at any meeting for approval of any of the following proposals. Member action on such items is invalid unless the notice or written waiver of notice states the general nature of the proposal(s): (i) removing a Director without cause; (ii) amending the Articles; or (iii) approving a contract or transaction in which a Director has a material financial interest.

Section 5. Manner of Giving Notice. Notice of any meeting of the Members shall be given either personally or by first-class mail, telegraphic or other written communication, charges, prepaid, addressed to each Member at the address given by the member to the Foundation for the purpose of notice. If no address appears on the Association’s books and no other has been given, notice shall be deemed to have been given if notice is sent to that Member by first-class mail or telegraphic or other written communication to the address shown in the US West Communications Telephone book (if any address appears therein for such member). Notice shall be deemed to have given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication. An affidavit of the mailing or other means of giving any notice of any members’ meeting may be executed by the Secretary- Treasurer or any other officer of the Foundation giving the notice, and if so executed, shall be filed and maintained in the minute book of the Association.

Section 6. Adjourned Meetings and Notices Thereof. Any membership meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the affirmative vote of a majority of the votes entitled to be cast and represented at such meeting in person or by proxy, but in the absence of a quorum, no other business may be transacted at any such meeting unless these Bylaws or the Articles otherwise provide.

When any membership meeting, either annual or special, is adjourned for thirty (30) days or more, notice of the reconvening of the adjourned meeting shall be given as in the case of the original meeting so adjourned. Except as aforesaid, it shall not be necessary to give any notice of an adjourned meeting, other than by an announcement at the meeting at which such adjournment is taken.

Section 7 Quorum.
The prescence either in person or by proxy at a members’ meeting of Members representing and entitled to cast at least 10 percent (10%) of the total voting power of the membership shall constitute a quorum for any action by the Members, unless a different requirement is imposed by these By Laws or the Articles. A majority vote of the members present at the meeting at which a quorum is present shall prevail at such meetings, unless a different percentage is required by these By laws and Articles. Subject to the provisions of Section 4 of this Article III and unless otherwise expressly authorized by these ByLaws, all action required or permitted to be taken by the Members may be taken only at a duly called and properly noticed annual or Special Meeting at which a quorum is present. The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough members so that less than a quorum is present if any action taken (other than adjournment) is approved by a least a majority of the Members required to constitute a quorum. If any meeting cannot be held because a quorum is not present. If any meeting cannot be held because a quorum is not present. If any meeting cannot be held because a quorum is present. If any meeting cannot be held because a quorum is not present, a majority of the Members present either in person or by proxy and entitled to vote, may adjourn the meeting to a time not less than five (5) days nor more than thirty (30) days from the time the original meeting was called.

Section 8. Consent of Absentees. The transactions of any meeting of Members, either annual or special, however called and notices shall be as valid as though had at a meeting duly held after regular calla and notice., if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the members entitled to vote and not present in person or by proxy, signs a written waiver of notice, or a consent of the holding of such meeting, or an approval of the minutes thereof. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of Members, except that if action is taken or proposed to be taken for approval of any of the matters specified in Section 4 of Article III, the waiver of notice or consent, shall state the general nature of the proposal. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 9. Waiver by Attendance. Attendance by a Member at a meeting shall also constitute a waiver of notice of that meeting, except when the Member objects at the beginning of the meeting to the transaction of any business due to the inadequacy or illegality of the notice. Also, attendance at a meeting is not a waiver of any right to object to the considerations of matters not included in the notice of the meeting, if that objection is expressly made at the meeting.

Section 10. Action without Meeting. Any action, other than the election of directors, which under the provisions of the WNPC Act may be taken at a meeting of the Members, may be taken without a meeting and without prior notice if (a) the written ballot is distributed to every member entitled to vote and providing an opportunity to specify approval or disapproval of each order of business proposed to be acted upon by the Foundation is given, (b) the required number of signed approvals in writing, setting forth the action so taken, is received, (c) the number of ballots cast within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and (9d) the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting at which the total number of votes cast was the same as the number of ballots cast.

All ballot solicitations shall indicate the number of responses needed to meet the quorum requirement and with respect to ballots other than for the election of directors, shall state the percentage of approvals necessary to pass the measure submitted. The solicitation much specify the time by which the ballot must be received in order to be counted and that a ballot received within the specified time will be cast in accordance with the choice(s) specified by the member casting the ballot.

Any member casting a ballot, or a proxy- holders of a Member or a transferee of a membership or a personal representative of the member or their respective proxy- holders may revoke the ballot, or substitute another, by a writing received by the foundation priori to the time specified in the solicitation pursuant to the preceding paragraph, but may not do so thereafter. Such revocation is effective upon its receipt by the Secretary- Treasurer.

Section 11. Record Date. The Board of Directors may fix a date in the future as a record date for the determination of the members entitled to notice of and to vote at any meeting of Members. The record date so fixed shall not be more than sixty (60) days prior to such action or meeting. When a record date is so fixed, only members of record on that date shall be entitled to notice of and to vote at the meeting, notwithstanding any transfer of or issuance of membership certificates on the books of the Foundation after the record date.

If no record date is fixed in accordance with the provision is of the preceding paragraph, the record date for determining those Members entitled to receive notice of, or to vote at, a meeting of members shall be the next business day preceding the day on which notice is given, or, if notice is waived, the next business day preceding the day on which the meeting is held. The record date for determining those members entitled to vote by ballot on corporate action without a meeting, when no prior action by the Board has been taken, shall be the day on which the first written consent is given. When prior action of the board has been taken, it shall be the day on which the Board adopts the resolution relating to that action. For purposes of this paragraph and the preceding paragraph, a person holding membership as of the close of business on the record date shall be deemed the member of the record.

Section 12. Proxies. Every person entitled to vote or execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such person or his duly authorized agent and filed with the Secretary of the Foundation prior to the commencement of the meeting at which the proxy is to be exercised.

ARTICLE IV
DIRECTORS

Section 1. Number, Qualifications, Term of Office. The affairs of the Foundation shall be managed by the Board of Directors of no less than seven (7) nor more than fifteen (15) directors who need not be members. The initial Board of directors shall be as set forth in the Articles of Incorporation.

Section 2. Removal and Vacancies. The entire board or any individual director may be removed from office, with our without cause, at any duly called, noticed, and held annual or special meeting of the members, at which a quorum is present, by a majority of the votes present at such meeting either in person or by proxy. A vacancy on the Board created by the removal of a director shall be filled by a majority of the remaining Directors at a meeting of the Board. Each director so appointed (or elected) shall hold office until his successor is elected at an annual meeting of members or at a special meeting duly called for that purpose. A vacancy or vacancies shall be deemed to exist in case of the death, resignation or removal of any director.

In the event that any member of the board shall be absent from four (4) consecutive regular meetings of the Board of Directors, the Board may, by action taken at the meeting during which said fourth absence occurs, declare the office of said absent director to be vacant.

Section 3. Place of Meeting. All meetings of the Board shall be held in the City of Port Townsend if reasonably possible otherwise at a place as close thereto as reasonably possible, within Jefferson County, as designated at any time by resolution of the board or by written consent of a majority of the members of the Board. Regular meetings of the Board shall be held on the first Thursday (amended: or as designated by the Board) of January, April, July, October at 8AM at the office of the Foundation or at such other place as may be from time to time designated. In the event such day shall fall on a holiday such meeting shall be held at the same time and place the succeeding Thursday thereafter which is not a legal holiday or at such other time or place as may otherwise be designated by the Board.

Section 4. Other Regular Meetings. Other regular meetings of the Board shall be held at a time and at such place in the City of Port Townsend or as close thereto as reasonably possible, which place may be designated by the Board from time to time. Notice of the time and place of such meeting shall be communicated to each director not less than three (3) days prior to the meeting.

Section 5. Special Meetings. Special meetings of the Board for any purpose or purposes may be called by written notice at any time by the President, or if he or she is absent or unable or refuses to act, by the Vice President or by any two directors.

Notice of any time and place of special meetings and of the nature of any special business to be considered shall be given to each director either (a) by written notice given by first-class mail at least three (3) days prior to the scheduled time of such meeting, or (b) by telephone notice or written notice delivered personally or by telegraph at least twenty-four (24) hours prior to the meeting.

Whenever any director has been absent from any special meeting of the Board and notice of such meeting has been duly given to such director, an entry in the minutes to the effect that notice has been duly given shall be made.

Section 6. Meetings by Telephone. Any meeting, regular or special, maybe held by conference telephone or similar communication equipment, and any member of the Board may participate by conference telephone or similar communications equipment in a meeting at which other members of the Board are physically present so long as all directors participating in the meeting can hear one another, and all such directors shall be deemed to be present in person at such meeting.

Section 7. Quorum Requirement, Waiver of Notice. The transaction of any business at any meeting of the Board, however called and noticed, or wherever held, shall be as valid as though made at a meeting duly held after regular call and notice, if a quorum is present, unless a quorum is expressly not required pursuant to these By laws, and if, either before or after the meeting, each of the directors not present signs a written waiver or notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records and made a part of the minutes of the meeting.

Section 8. Action Without Meeting. Any action required or permitted to be taken by the Board by law or according to the Articles or according to these Bylaws may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board, and shall have the same force and effect as a unanimous vote of such directors.

Section 9 Quorums. A majority of the board shall constitute a quorum thereof. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present, in person or by telephone, shall be regarded as the act of the Board, unless the provision of these By Laws or the Articles (especially those provisions relating to (I) approval of contracts or transactions in which a director has a direct or indirect materials financial interest, (ii) appointment of committees, and (iii) indemnification of directors, shall require or permit the particular action involved to be taken by the Board under other circumstances.

Section 10. Adjournment. A quorum of the directors may adjourn any Board meeting to meet again at a state day and hour; provided, however, that in the absence of a quorum, a majority of the directors present at the Board meeting, either regular or special, and adjourn time to time until the time fixed or the next regular meeting of the Board. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than 72 hours, in which case personal notice of the time and place shall be given before the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

Section 11. Open Meetings.
(a)Regular and special meetings of the Board shall be open to all Members who are not directors. Any Member may request to be and shall be connected to a meeting by telephone conference call.

(b)The Board may, with the approval of a majority of a quorum of its members, adjourn a meeting a reconvene in executive session to discuss and vote upon personnel matters, litigation in which the Foundation is or may become involved and orders of business of a similar nature. The nature of any and all business to be considered in executive session shall first be announced in open session.

Section 12. Compensation. No director of the Foundation shall receive any salary or other compensation for services rendered as a director or officer of the Foundation. However, directors and officers shall be reimbursed for expenses incurred in connection with the business of the foundation and authorized by the Board. Nothing herein shall preclude any director from serving the Foundation in any capacity other than as an officer or a director and receiving compensation therefore as authorized and approved by the Board. Any director receiving any special compensation for services in such other capacity shall be excluded from deliberations and voting by the Board relative to the authorization thereof and fixing compensation with regard thereto.

Section 13. Committees. The Board shall have the power to appoint committees and to delegate to such committees any of the powers and authority of the Board in the management of the business and affairs of the Foundation except the power to:

(a)Adopt, amend or repeal the Articles of Incorporation or By laws
(b)Fill vacancies on the Board or in any committee;
(c)Amend or repeal any resolution of the Board which by its express terms is not so amendable or repealable;
(d)Appoint any other committees of the Board or the members of these committees;
(e)Approve any transaction (1) to which the Foundation is a party in which one or more directors have a material financial interest or (2) between the Foundation and one or more of its directors or (3) between the Foundation and any entity in which one or more of its directors have a materials financial interest.

Each committee shall be composed of two (2) or more Members, at least one of which shall be a director, and shall keep regular written minutes of the proceedings and report the same to the Board.

Section 14. Powers and Duties. Subject to the limitations of the Articles, these By Laws, and WNPC Act as to action required to be taken, authorized or approved by the Members of the Foundation, or a portion or percentage thereof, all Foundation powers and duties shall be exercised by, or under the authority of the Board, and the business and affairs of the Foundation shall be controlled by the Board.

Section 15. Minutes of Meetings. Copies of written minutes of any meeting of the board shall be kept by the Secretary and made available to any member on written request.


ARTICLE I
OFFICERS

Section 1. Enumeration of Officers. The officers of the Foundation shall be a President, an Executive Officer, a Vice President, and a Secretary-Treasurer and such other officers as the Board may deem necessary. The officers shall be chosen annually by the Board with the exception of the Executive Officer who will be selected by the Board and employed at the pleasure of the Board.

Section 2. Subordinate Officers. The Board may appoint, and may authorize the President or another officer to appoint, any other officers that the business of the Foundation may require, have the authority, and perform the duties specified in these By laws or determined from time to time by the Board.

Section 3. Election. The initial officers shall be chosen by a majority vote of the directors at the first meeting of the Board, and thereafter, officers shall be removed or chosen at any subsequent meeting of the Board by a majority vote of the total number of directors on the Board.

Section 4. Term. All officers shall hold office at the pleasure of the Board.

Section 5. Resignation of Officers. Any officer may resign at any time by giving written notice to the Board. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Foundation under any contract to which the officer is a party.

Section 6. President. The President shall be the chief executive officer of the Foundation and shall, subject to the control of the Board, have supervision, direction and control of the business and affairs of the Foundation. He or she shall preside at all meetings of the members and at all meetings of the Board. He shall be ex-officio a member of all standing committees, if in existence, and shall have the general powers and duties of management usually vested in the office of President of a Washington nonprofit corporation, and shall have such powers and duties as may be prescribed by the Board or by these By Laws.

Section 7. Executive Officer. The Board of Directors shall have the power to employ an Executive Officer to carry out the objectives of the Foundation. The Board shall determine the annual budget for the operation of the office of the Executive Officer. The Executive Officer shall be directly responsible to and under the control of the Board, and the powers and duties of the Executive officer shall be as prescribed by the Board. If the Board requires, the Executive Officer shall furnish a bong in such amount as the Board of Directors shall determine to be necessary. The cost of such bond shall be paid by the Foundation.

Section 8. Vice President. In the absence or disability of the President, the Vice President shall perform all duties of the President, and when so acting shall have all powers of, and be subject to all the restrictions upon the President. The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed for him or her by the Board or by these By Laws.

Section 9. Secretary- Treasurer. The Secretary- Treasurer shall keep or cause to be kept a book of minutes at the principal office of the Foundation or such other place as the Board may order, of all meetings of the Board and Members, with the time and place of holding whether regular or special, and if special how authorized, the notice thereof given, the names of those persons present at Board meetings, the number of members present or represented at Membership meetings and the proceedings thereof.

The Secretary- Treasurer shall keep, or cause to be kept, at the principal office of the Foundation a record of the names and addresses of the membership.

The Secretary- Treasurer shall keep and maintain, or cause to be kept or maintained, adequate and correct accounts of the properties and business transactions of the foundation including accounts of its assets, liabilities, receipts, disbursements, and gains and losses. The books of account shall at all times by open to inspection by any director. The Secretary- Treasurer shall deposit all monies and other valuables in the name and to the credit of the Foundation with such depositories as may be designated by the Board. The Secretary- Treasurer shall have such other powers to perform such other duties as may be prescribed by the Board or these By laws. The Secretary Treasurer shall have such other powers to perform such other duties as may be prescribed by the Board or these By laws. The Secretary Treasurer shall furnish a bond in such amount as the Board of Directors shall determine to be necessary. The cost of such bond shall be paid by the Foundation.

Section 10. Disbursal of Funds. No funds shall be disbursed by the Secretary Treasurer unless the check, draft or other evidence of such disbursement shall be executed on behalf of the Foundation by the Executive Officer and any one of the following persons: President, Vice-President, Secretary-Treasurer. In the event of the absence of the Executive officer, any two of the above named officers shall have the authority to disburse funds.


ARTICLE VI
DUES

There shall be no dues assessed against directors or members of the Foundation. Any individual or organization interested in the objectives of the Foundation shall be encouraged to contribute towards is support.

ARTICLE VII
INDEMNIFICATION OF DIRECTORS, OFFICERS
EMPLOYEES, AND OTHER AGENTS

To the extent permitted by Section 23A.08.025 RCW of the Business Corporation Act, as now in force or as hereafter amended or recodified, “agents’ of the Foundation have the following indemnification rights:

(a)“Agent” means any person who is or was a director, officer, employee, or other agent of this Foundation, or is or was serving at the request of this Foundation as a director, officer, employee, or agent of the foundation, the Board, or any committee of the Board.

(b)” proceeding” means any threatened, pending, or completed action or proceeding whether civil, criminal, administrative or investigative, and
© “Expenses” includes, without limitation, all attorneys’ fees, costs, and any other expenses incurred in the defense of any claims or proceedings again an agent by reason of his position or relationship as agent and all attorney’s fees, costs, and other expenses incurred in establishing a right to indemnification under this Article.

Section 2. Successful Defense by Agent. To the extent that an agent of this foundation has been successful on the merits in the defense of any proceeding referred to in this Article or in the defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection with the claim. If an agent either settles any such claim or sustains a judgment rendered against him, then the provisions of Sections 3 through 5 of this Article shall determine whether the agent is entitled to indemnification.

Section 3. Actions Brought by Persons other than the Foundation. Subject to the required findings to be made pursuant was or is a party, or is threatened to be made a party to any proceeding other than an action brought by, or on behalf of this Foundation. Or by an officer, director, or person granted related status by the Attorney general, or by the Attorney General on the ground that the defendant agent was or is engaged in self-dealing by reason of the fact that such person is or was an agent of this Foundation, for all expenses, judgments, fines, settlements or other amounts actually and reasonably incurred in connection with the proceeding.

Section 4. Action Brought By or On Behalf of the Foundation
(a)Claims settled out of Court. If any agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of the Foundation, without a determination by the court that the agent is entitled to indemnification under this Article, then the agent shall receive no indemnification for either amounts paid pursuant to the terms of the settlement or other disposition or for any expenses incurred in defending against the proceeding.

(b)Claims and suits awarded against agent. The Foundation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action brought by or on behalf of this Foundation by reason of the fact that the person is or was an agent of the Foundation and for all expenses actually and reasonably incurred in connection with the defense of that action, provided that both of the following are met:

(i)The determination of good faith conduct required by Section 5 of this Article below must be made in the manner provided for in that Section; and
(ii)Upon application, the court in which the action was brought must determine that, in view of all of the circumstances of the case, the agent should be entitled to indemnity for the expenses incurred. If the agent is found to be so entitled, the court shall determine the appropriate amount of expenses to be reimbursed.

Section 5. Determination of Agents Good Faith Conduct. The indemnification granted to an agent in Sections 3 and 4 of this Article above is conditioned on the following:
(a)Required standard of conduct. The agent seeking reimbursement must be found, in the manner provided blow, to have acted in good faith, in a manner he believed to be in the best interests of this Foundation, an d with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use in similar circumstances. The termination of any proceeding by judgment, order, settlement, conviction, or on a plea or nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith or in a manner which he reasonably believed to be in the best interest of the Foundation or that he had reasonable cause to believe that this conduct was unlawful. In the case of a criminal proceeding the person must have had no reasonable cause to believe that his conduct was lawful.
(b)Manner of determination of good faith conduct. The determination that the agent did act in a manner complying with Paragraph (a) above shall be made by:
(c)(i) the Board by a majority vote of a quorum consisting of directors who are not parties to the proceedings; or (ii) the affirmative vote or written ballot of a majority of the Members represented and voting at a duly held meeting at which a quorum is present (which affirmative votes also constitute a majority of the required quorum), with the persons to be indemnified not being entitled to vote thereon; or (iii) the court in which the proceeding is or was pending. Such determination may be made on application brought by the Foundation or the agent or the attorney or other person rendering a defense to the agent, whether or not the application by the agent, attorney or other person is opposed by this Foundation.

Section 6. Limitations. No indemnification or advance shall be made under this Article, except as provided in Sections 2 or 5 (b)(iii), in any circumstances when it appears:

a)That the indemnification or advance would be inconsistent with a provision of the Articles, a resolution of the Members, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
b)That the indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section 7. Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by the Foundation before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount of the advance unless it is determined ultimately that the agent is entitled to be indemnified as authorized in this Article.

Section 8. Contractual Rights of Non-directors and Non-officers. Nothing contained in this Article shall affect any right to indemnification to which persons other than directors and officers of the Foundation may be entitled by contract or otherwise.

Section 9. Insurance. The Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Foundation against any liability asserted against or incurred by the agent in such capacity or arising our of the agent’s status as such, whether or not this foundation would have the power to indemnify the agent against that liability under the provisions of this section.

ARTICLE VIII
MISCELLANEOUS

Section 1. Contracts, Etc. How Executed. The Board except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name and on behalf of the Foundation, and such authority may be general or confined to specific instances; and unless so authorized by the Board, no officer, agent, or employee shall have any power or authority to bind the Foundation by a contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.

Section 2. Inspection of By laws. The foundation shall keep in its principal office the original or a copy of these By-Laws, as amended or other altered to date, certified by the secretary, which shall be open to inspection by the Members at all reasonable times during office hours.

Section 3. Fiscal Year. The fiscal year of the Foundation shall commence on January 1 and terminate on December 31 of each calendar year.

Section 4. Maintenance and Inspection of Other Foundation Records. The accounting books, records and minutes of proceedings of the Members and the Board and any committee(s) of the Board shall be kept at such place or places designated by the Board, or, in the absence of such designation, at the principal office of the foundation. The minutes shall be kept in written or typed form, and the accounting books and records shall be kept either in written or typed form or in any other form capable of being converted into written, typed or printed. Form The minutes and accounting books and records shall be open to inspection on the written demand of any Member, at any reasonable time during usual business hours, for a purpose reasonable related to the Member’s interests as a Member. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts.

The Board shall establish reasonable rules with respect to:
(a)Notice to be given to the custodian of records by the Member desiring to make the inspection.
(b)Hours and days of the week when such an inspection may be made.
(c)Payment of the cost of reproducing copies of documents requested by a Member.

Each director shall have the absolute right at any reasonable time to inspect all books, records and documents of the Foundation and the physical properties owned or controlled by the Foundation. The right of inspection by a director includes the right to make extracts and copies of documents.

Section 5. Annual Report to Members. Nothing in these Bylaws shall be interpreted as prohibiting the Board from issuing annual or other periodic reports to the Members, as they consider appropriate.

ARTICLE IX
EVIDENCE OF MEMBERSHIP, SEAL

Section 1. Evidence of Membership. The Board shall have the power, but no the obligation, to cause the issuance of evidence of membership in the foundation to the Members in such form as the Board shall determine.


Section 2. Seal. The foundation shall have a seal in circular form having within its circumference the name of the Foundation, its date of incorporation, and such other matters as may be required by the laws of Washington.

ARTICLE X
AMENDMENTS, CONFLICTS

Section 1. Amendments. These By laws may be amended from time to time by a vote of a majority of the Board at any regular or special meeting of the Board called for that purpose; provided, that any such amendment shall be submitted to the Membership of the foundation at the next annual meeting following adoption by the Board for their consideration and approval. Amendments shall be kept by the Secretary- Treasurer with the other records and books of the Foundation and shall become effective upon the date set by the Board.

Section 2. Conflicts. In the event of any inconsistency between these Bylaw and the Articles, the Articles shall control.

ARTICLE XI
DISSOLUTION

Upon the winding up and dissolution of the Foundation after paying or adequately providing for the debts and obligations of the Foundation, the remaining assets shall be distributed in accordance with the Articles.


CERTIFICATE OF SECRETARY- TREASURER

I, THE UNDERSIGNED do hereby certify:

That I am the duly elected, qualified and acting Secretary- Treasurer of Jefferson County Education foundation, a Washington Non profit corporation, and that the above and foregoing By laws, comprising eighteen (18) pages including this page, were adopted as the By Laws by the Board of Directors at a special meeting held the 23rd day of October l990.

In witness Whereof, I have hereunto set my hand this 31st day of October, l990

Signed:
Victor J. Dirksen
Secretary – Treasurer