REDMOND ASSOCIATION OF SPOKENWORD

BYLAWS (Revised 05/12/2009)

I. PURPOSE

The purpose of the Redmond Association of SPokenword (RASP) is to operate as a nonprofit educational organization within the meaning of Section 501(c)(3) of the Internal Revenue Code and any other provisions of law that may be or may become applicable. The specific purposes are:

- To establish a vibrant literary community for all ages.

- To provide classes, performance venues, and other resources for writers to hone their craft and share their work.

II. REGISTERED OFFICE

The registered office of the organization shall be at 15803 Bear Creek Parkway, E502, 9727 163rd Place NE, Redmond, WA, unless established elsewhere by the Board of Directors.

III. MEMBERS

The organization has no members. All business shall be conducted by the Board of Directors.

IV. BOARD OF DIRECTORS

1. The organization shall be managed by a Board of Directors consisting of not more than nine persons, and no fewer than the required legal minimum for 501(c)(3) nonprofit corporations. Any interested person who supports the purpose of the organization is eligible to be elected to the Board. One half of the Board of Directors shall be elected annually. Each Director shall serve for two years. Board membership for each Officer shall extend as required to the end of the officer’s term.

2. Vacancies.

Vacancies may be filled or Directors removed by a majority of the incumbent Directors as follows:

1. All vacancies in the Board of Directors, whether caused by resignation, death, or otherwise, may be filled by the affirmative vote of a majority of the remaining Directors on the Board even though less than a quorum of the Board of Directors is present when the vote is taken.
2. A Director elected to fill a vacancy shall hold office for the remainder of the term to which he or she is elected. After completion of that term, said Director shall be eligible for reelection at the next Board of Director’s meeting at which Directors are elected.
3. Any Directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors for a term of office, that term to be specified by the Board so as to keep the terms of office for all Board Members equally staggered, and continuing only until the next election of Directors by the Board of Directors at which time they will be eligible for reelection.

3. Resignation.

A Director may resign at any time by delivering written notice to the Board of Directors, the President, or the Secretary. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.

4. Removal of Directors.

At a special meeting of the Board of Directors called for that purpose, any number of the Board of Directors may be removed, with or without cause, by a vote of the majority of the Board of Directors. A Director or Directors may be removed only if the number of votes cast to remove the Director exceeds the number of votes cast not to remove the Director. The notice of such special meeting must state that the meeting’s purpose, or one of its purposes, is the removal of a Director or Directors, as the case may be.

5. An Advisory Council shall be established by the Board of Directors for the purpose of retaining and/or acquiring the expertise and knowledge of past Directors or possible future Directors of the Board.

A. Appointment to the Advisory Council shall be made by nomination from an incumbent Director of the Board, approval of the nomination by a vote of the majority of the Board of Directors, and acceptance of the nomination by the nominee.

B. This Advisory Council shall not require or impose any duties, official or otherwise, upon the members of the Council. From time to time, the organization may seek council in various matters that relate to the business and duties of the Board. Furthermore, the names and titles of the members of the Council may be used in the applications for grants or in the public relations conducted by the Board.

C. Advice and council may be sought from one or more members of the Council by informal communication or by requesting attendance at a regularly scheduled or special session of the Board of Directors. If advice or council is received from members of the Advisory Council through informal communications, then said advice or council shall be reported at the next regularly scheduled meeting of the Board of Directors so that it can be entered into the minutes of that meeting.

D. Vacancies, resignation, and/or removal of advisors from the Advisory Council shall be handled in the same manner as is required for vacancies, resignation, and/or removal from the Board of Directors as specified in the above paragraphs 2, 3, and 4.

E. Advisory council membership shall be reviewed by the board on an annual basis.

6. Board members should represent diverse ages and diverse literary genres to the extent practical.

7. Board members shall not be compensated for time or services rendered to the organization, but may be reimbursed for out-of-pocket expenses for the organization. The Board must approve such reimbursement.

V. MEETINGS OF THE BOARD OF DIRECTORS

1. The Board shall meet at least twice a year at a time and place to be decided by the members of the Board.

2. Special meetings may be called at other times by any two Board members or by the President.

3. All meetings shall be announced by written notice at least ten days prior to the meeting, unless such notice is waived in writing by a majority of Board members. E-mail communication suffices as written notice.

4. A majority of the members of the Board shall constitute a quorum. Action taken at a meeting lacking a quorum may be ratified in writing by Board members constituting a quorum.

5. Proxy voting is permitted. Proxy votes shall be written. Each written proxy vote shall designate the person to exercise the proxy and the meeting at which it is to be used.

6. A simple majority vote is required to approve a motion. In the case of a tied vote, the President’s vote shall break the tie.

VI. OFFICERS

1. The Officers shall be elected for a two-year term by a majority of the Directors and may be removed by a majority of the Directors.

2. The Directors shall elect a new Officer for the remaining term of any midterm vacancy.

3. The President shall preside at meetings of the Board and shall oversee efforts toward the goals and objectives of the organization.

4. The Vice President shall perform the duties of the President in the absence of the President and may assume other duties as assigned by the Board.

5. The Secretary shall arrange for preparation of minutes of all Board meetings, distribute them to the Board members, and may assume other duties as may be assigned by the Board.

6. The Treasurer shall maintain adequate records of the financial affairs of the organization and may assume other duties as may be assigned by the Board.

7. The positions of Secretary and Treasurer may be held by a single board member.

VII. THE FISCAL YEAR

The fiscal year of the organization shall end on June 30 of each year.

VIII. AMENDMENT OF THE BYLAWS

1. The initial bylaws will be adopted by the Initial Directors.

2. Any changes or amendments to the bylaws shall be made by a two-thirds majority at a meeting of the Board of Directors.

IX. DISSOLUTION

The organization may be dissolved by an affirmative vote of at least two-thirds of the incumbent Directors. In the event of dissolution, all assets shall be distributed to the Washington Poets Association.

Adopted May 12, 2009, by a meeting of the Board of Directors

Board at time of most recent adoption:

                    President:   Michael Heavener

            Vice President:   Pamela Denchfield

    Secretary/Treasurer:   Mike Meredith

      Members at Large:   Beth Atwood

                                       Bill Hayes

                                       Rick Shank

                                       Michael Dylan Welch

                                       Mary Whittington