AMENDED AND RESTATED
The principal office of the corporation shall be located at its principal place of business, or at such other place as its Board of Directors may designate. The corporation may have such other offices, either within or without the State of Washington, as its Board of Directors may designate or as the business of the corporation may require from time to time.
The corporation shall have no statutory members. For fundraising purposes, the Board of Directors may, by resolution, create non-voting, non-statutory members who pay dues, make donations or otherwise support Seattle Atheists.
BOARD OF DIRECTORS
3.1 In General. The affairs of the corporation shall be managed by a Board of Directors (“Board“).
3.2 Number. The Board shall consist of not less than nine nor more than  directors, the specific number to be set by resolution of the Board from time to time. The minimum or maximum number of directors may be changed from time to time by amendment to these Bylaws, provided, that no decrease in the number shall have the effect of shortening the term of any incumbent director.
3.3 Composition of the Board. Each incumbent officer (President, Vice-President, Secretary and Treasurer) shall serve on the Board. The remaining directors shall be elected at the annual meeting of the Board by the affirmative vote of a majority of the directors then in office.
3.4 Term of Office. Unless a director dies, resigns or is removed, he or she shall hold office until (a) the next annual meeting of the Board, in the case of non-officer directors, and (b) until the second anniversary of his or her election, in the case of officer directors; or until his or her successor is elected, whichever is later.
3.5 Annual Meeting. The annual meeting of the Board shall be held during the third [3rd] quarter of the corporation’s fiscal year on a date chosen by the Board for the purposes of electing directors and transacting such other business as may properly come before the meeting. If the annual meeting is not held during the designated fiscal quarter, the Board shall cause the meeting to be held as soon thereafter as may be convenient.
3.6 Regular Meetings. By resolution, the Board may specify the date, time and place for holding regular meetings without other notice than such resolution.
3.7 Special Meetings. Special meetings of the Board or any committee designated and appointed by the Board may be called by or at the written request of the President, or any three directors, or, in the case of a committee meeting, by the chair of the committee.
3.8 Meetings by Telephone. Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
3.9 Place of Meetings. All Board or Board committee meetings shall be held at the principal office of the corporation or at such other place within or without the State of Washington designated by the Board or by any persons entitled to call a meeting.
3.10 Notice of Special Meetings.
3.10.1 In Writing. Notice in writing may be delivered or mailed to the director at his or her address shown on the records of the corporation not less than 10 days before the meeting, unless otherwise specified in these Bylaws. If notice is delivered via regular mail, the notice shall be deemed effective when deposited in the official government mail properly addressed with postage thereon prepaid. Neither the business to be transacted at nor the purpose of any special meeting need be specified in the notice of a special meeting.
3.10.2 Personal Communication. Notice may be given by personal communication with the director not less than 10 days before the meeting.
3.10.3 Electronic Transmission. Notice may be provided in an electronic transmission sent not less than 10 days before the meeting. Notice in an electronic transmission is effective only with respect to those directors that have consented, in the form of a record, to receive electronically transmitted notices and designated in such consent the address, location or system to which these notices may be electronically transmitted. A director who has consented to receipt of electronically transmitted notices may revoke the consent by delivering a revocation to the corporation in the form of a record. Furthermore, the consent is automatically revoked if the corporation is unable to electronically transmit two consecutive notices given by the corporation, and this inability becomes known to the person responsible for giving notice. Notice provided in an electronic transmission is effective when it is electronically transmitted to an address, location or system designated by the recipient for that purpose.
3.10.4 Posting Electronic Notice. Notice may be provided to directors who have consented to receipt of electronically transmitted notices by posting the notice on an electronic network and delivering to such directors a separate record of the posting, together with comprehensible instructions regarding how to obtain access to the posting on the electronic network not less than 10 days before the meeting. Notice is effective when it has been posted to an electronic network and a separate record of the posting has been delivered to the recipient as provided by this Section 3.10.4.
3.11 Waiver of Notice.
3.11.1 Record. Whenever any notice is required to be given to any director under the provisions of these Bylaws, the Articles of Incorporation or applicable Washington law, a waiver thereof in the form of a record, including, without limitation, an electronic transmission from 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. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board need be specified in the waiver of notice of such meeting.
3.11.2 By Attendance. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
3.12 Quorum. A majority of the number of directors then in office shall constitute a quorum for the transaction of business at any Board meeting. If a quorum is not present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
3.13 Manner of Acting. The act of the majority of the directors present at a meeting at which there is a quorum shall be the act of the Board, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or applicable Washington law.
3.14 Presumption of Assent. A director 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 or abstention is entered in the minutes of the meeting, or unless such director files a written dissent or abstention to such action with the person acting as secretary of the meeting before the adjournment thereof, or forwards such dissent or abstention by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a director who voted in favor of such action.
3.15 Action by Board Without a Meeting. Any action which could be taken at a meeting of the Board may be taken without a meeting if a consent in the form of a record, which consent clearly sets forth the action to be taken, is executed by all the directors. Any such record shall be inserted in the minute book as if it were the minutes of a Board meeting. For purposes of these Bylaws, “record” means information inscribed on a tangible medium or contained in an electronic transmission.
3.16 Resignation. Any director may resign at any time by delivering written notice to the President, to the Secretary at the principal office of the corporation, or by giving oral or written notice at any meeting of the directors. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
3.17 Removal. One or more directors may be removed from office, with or without cause, by the Board.
3.18 Vacancies. A vacancy in the position of director may be filled by the affirmative vote of a majority of the remaining directors, even if they constitute less than a quorum of the Board. A director who fills a vacancy shall serve for the unexpired term of his or her predecessor in office.
3.19 Board Committees.
3.19.1 Standing or Temporary Committees. The Board, by resolution adopted by a majority of the directors in office, may designate and appoint one or more standing or temporary committees, each of which shall consist of two or more directors. The Board may also appoint committee members who are not directors and who shall serve in an advisory capacity as non-voting members of such committees. Such committees shall have and exercise the authority of the directors in the management of the corporation, subject to such limitations as may be prescribed by the Board except that no committee shall have the authority to: (a) amend, alter or repeal these Bylaws; (b) elect, appoint or remove any member of any other committee or any director or officer of the corporation; (c) amend the corporation’s Articles of Incorporation; (d) adopt a plan of merger or consolidation with another corporation; (e) authorize the sale, lease, or exchange of all or substantially all of the property and assets of the corporation not in the ordinary course of business; (f) authorize the voluntary dissolution of the corporation or revoke proceedings therefor; (g) adopt a plan for the distribution of the assets of the corporation; or (h) amend, alter or repeal any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by a committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board or any individual director of any responsibility imposed upon it, him or her by law.
3.19.2 Quorum; Manner of Acting. A majority of the number of directors composing any committee shall constitute a quorum, and the act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of the committee.
3.19.3 Resignation. Any member of any committee may resign at any time by delivering written notice thereof to the President, the Secretary or the chair of such committee, or by giving oral or written notice at any meeting of such committee. Any such resignation shall take effect at the time specified therein or, if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
3.19.4 Removal of Committee Member. The Board may remove from office any member of any committee elected or appointed by it.
3.20 No Compensation. The directors shall not receive compensation for their service as directors or as officers but, upon Board resolution, may receive reimbursement for reasonable expenditures incurred on behalf of the corporation.
3.21 Continuity of Leadership. In order to promote continuity of leadership in Seattle Atheists, Board of Director positions shall be staggered in order to insure that not all officer terms expire simultaneously.
3.22 Specific Powers and Responsibilities of the Board.
3.22.1 The Board shall determine what program of activities will be undertaken by Seattle Atheists.
3.22.2 The Board shall adopt a budget for each fiscal year. The budget shall describe the activity program planned for the year and estimate the required expenses to implement the program.
3.22.3 The Board may appoint an individual who will serve as the official spokesperson for Seattle Atheists. No person shall communicate with the media, public, or officials on behalf of the corporation who has not been authorized to do so by the Board.
4.1 Number and Qualifications. The officers of the corporation shall be a President, a Vice-President, a Secretary and a Treasurer, each of whom shall be elected by the Board. Other officers and assistant officers may be elected or appointed by the Board, such officers and assistant officers to hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any officer may be assigned by the Board any additional title that the Board deems appropriate. Any two or more offices may be held by the same person, except the offices of President and Secretary. All officers must be directors of the corporation.
4.2 Election and Term of Office. The officers of the corporation shall be elected by the Board every second annual meeting to serve a term of two years. Unless an officer dies, resigns, or is removed from office, he or she shall hold office until the second anniversary of the annual meeting of the Board at which he or she was elected, or, if later, until his or her successor is elected.
4.3 Resignation. Any officer may resign at any time by delivering written notice to the Board, or by giving oral notice at any meeting of the Board. Any such resignation shall take effect at the time specified therein or, if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
4.4 Removal. Any officer may be removed by the Board, with or without cause.
4.5 Vacancies. A vacancy in any office created by the death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board for the unexpired portion of the term or for a new term established by the Board.
4.6 President. The responsibilities of the President shall be to serve as the chief executive officer of Seattle Atheists; to preside over each meeting of the Board or to designate another director to preside; and to make appointments to Board committees after consultation with the Board. The President shall perform such other duties as may be assigned to him or her by the Board from time to time.
4.7 Vice-President. The Vice-President shall perform the duties of the President whenever the President cannot perform his or her duties by reason of physical absence at scheduled meetings, incapacity, resignation, or death. The Vice-President shall perform such other duties as may be assigned to him or her by the Board from time to time.
4.8 Treasurer. The Treasurer shall receive, disburse, and account for all funds of Seattle Atheists, as required by law and by resolutions of the Board. The Treasurer shall prepare financial and other reports required by governmental agencies and perform such other duties as may be assigned to him or her by the President or by the Board from time to time.
4.9 Secretary. The Secretary shall maintain minutes of Board meetings, rosters, websites and other records and send notices in accordance with these Bylaws. The Secretary shall have custody of and maintain the Articles of Incorporations, the Bylaws, and other records of the corporation, and shall perform such other duties as may be assigned to him or her by the President or the Board from time to time.
STANDARD OF CONDUCT FOR OFFICERS AND DIRECTORS
5.1 Duties of Care and Loyalty. Officers and directors shall discharge their respective duties, including the duties of any committee of the Board upon which a director may serve:
(a) in good faith;
(b) with such care, including reasonable inquiry, as an ordinary prudent person in like position would exercise under similar circumstances; and
(c) in a manner in which such officer or director believes to be in the best interests of the corporation.
5.2 Directors’ Duties.
(a) Directors are expected to attend and actively participate in all regular and special meetings of the Board, except for good cause.
(b) Directors shall serve on Board committees as needed.
(c) Directors are expected to educate themselves regarding the history, purpose, and activities of the corporation so as to provide valuable service.
INTERESTS OF DIRECTORS AND OFFICERS
6.1 Conflict of Interest. Directors and officers shall disclose to the Board any financial interest which the director or officer directly or indirectly has in any person or entity which is a party to a transaction under consideration by the Board. The interested director or officer shall abstain from voting on the transaction.
6.2 Review of Certain Transactions. Prior to entering into any compensation agreement, contract for goods or services, or any other transaction with any person who is in a position to exercise influence over the affairs of the corporation, the Board shall establish that the proposed transaction is reasonable when compared with a similarly-situated organization for functionally comparable positions, goods or services rendered.
ADMINISTRATIVE AND FINANCIAL PROVISIONS
7.1 Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.
7.2 Loans or Extensions of Credit to Officers and Directors. No loans shall be made and no credit shall be extended by the corporation to its officers or directors.
7.3 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 the Treasurer or such other officer or officers, or agent or agents, of the corporation and in such manner as is from time to time determined by resolution of the Board.
7.4 Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board or the Treasurer may select.
7.5 Books and Records. The corporation shall keep at its principal or registered office copies of its current Articles of Incorporation and Bylaws; correct and adequate records of accounts and finances, minutes of the proceedings of its Boards and any minutes which may be maintained by committees of the Board; records of the names and post office addresses of its officers and directors, and such other records as may be necessary or advisable.
7.6 Accounting Year. Unless a different accounting year is at any time selected by the Board, the accounting year of the corporation shall be the twelve months ending December 31.
7.7 Funds. Seattle Atheists’ funds shall be in accounts structured as follows:
7.7.1 Checking Account. The purpose of the checking account is to support the normal, day-to-day activities of Seattle Atheists. Normal inflows will include, but not be limited to donations, grants, ticket sales and merchandizing. The Treasurer is authorized to pay routine expenditures out of this account.
7.7.2 Building Fund. The purpose of the building fund is to accumulate money to be eventually used toward the purchase of a building for Seattle Atheists’ use. Normal inflows are to include donation earmarked for the Building Fund, and any other moneys that Seattle Atheists’ directors choose to deposit there. Withdrawals from the building fund may only occur with the approval of 2/3 of the Board members.
These Amended and Restated Bylaws (the “Bylaws“) are adopted as of January 17, 2016, and amend and restate in their entirety the bylaws initially adopted by the corporation. These Bylaws may be altered, amended or repealed and new bylaws may be adopted at any meeting of the Board, or by the written consent of each of the directors.