AMENDED BYLAWS OF The Reach Foundation
ARTICLE 1 – PURPOSE
The purpose of the Reach Foundation is to foster the growth and success of the Hanford Reach Interpretive Center through community involvement and financial support. The Reach Foundation and its Board of Directors is to help with community support, fundraising, and to manage the assets of the Reach Foundation [i.e., contributions to the 501 (c)(3)]. The Richland Public Facilities district (RPFD) is responsible for operation of the Hanford Reach Interpretive Center and management of its facility. The Reach Foundation supports these efforts by raising funds through major annual events, endowment contributions, special programs, planned gifts, and grants, and provides direct funding for programs and projects it has raised funds for and which have been approved by the RPFD. The Reach Foundation is a non-profit Washington corporation. The foregoing purposes shall be furthered by providing financial and support resources to the Hanford Reach Interpretive Center.
ARTICLE 2 – OFFICES
The principal office of the Reach Foundation shall be located at its principal place of business or such other place as the Board of Directors may designate. The Reach Foundation may have such other offices, either within or without the State of Washington, as the Board of Directors may designate or as the business of the Reach Foundation may require from time to time.
ARTICLE 3 – MEMBERSHIP
The Reach Foundation shall have no members.
ARTICLE 4 – BOARD OF DIRECTORS
4.1 Authority: The Board of Directors of the Reach Foundation shall be the governing and official voting body for the Reach Foundation and shall exercise all powers thereof.
4.2 Foundation Board: The Reach Foundation is guided by a volunteer Board representing the diversity of the Tri-Cities community. The Reach Foundation Board shall consist of not less than 15 and not more than 30 directors who shall be nominated by the Membership and Nominating Committee and elected by the Board of Directors of the Reach Foundation. The Executive Director of the Hanford Reach Interpretive Center is a member of the Reach Board.
4.3 Term of Office: Directors shall be elected to a three-year term commencing January 1 and ending December 31. The Membership and Nominating Committee may select directors for subsequent terms, with the goal of electing one-third of the Board of Directors each year. Renewal of a Director’s term will be by the recommendation of the Membership and Nominating Committee. A director may serve two consecutive three-year terms.
4.4 Nominations: In case of a vacancy on the elected Board of Directors, the Membership and Nominating Committee may nominate and the remaining directors may elect a successor to hold office for the remaining portion of the term of the director whose place shall become vacant.
4.5 Resignations: Any director may resign at any time by notifying the Secretary of the Board of Directors. The Secretary shall inform the Board of Directors of the resignation at the next regular Board meeting.
4.6 Removal: Directors are expected to attend Board meetings and take part in Reach Foundation activities. Any director who does not take part in Reach Foundation activities or misses three consecutive Board meetings without providing an explanation may be asked to resign. Any director may be removed from office by a 2/3 majority vote of all of the other directors with or without cause. Notice of the date, time, place and purpose of the meeting at which the removal is to be acted upon shall be given to such director intended to be removed at least ten (10) days prior to the date of such meeting.
4.7 Compensation/Conflict of Interest: No director shall receive a salary or other compensation for service to the Reach Foundation as a director. No director shall participate in any vote or other board action which could be construed as an actual or apparent conflict of interest between the Reach Foundation’s interest and the personal or business interest of the Board member. All such actual or apparent conflicts shall be reported to the Board of Directors before action is taken on the subject issue.
4.8 Honorary Directors: To recognize extraordinary achievements and dedication to this Foundation and its mission, the Membership and Nominating Committee may recommend an individual to be an Honorary Director. An Honorary Director will have full privileges afforded regular directors except voting at regular and special Board meetings. Honorary Directors are welcome to attend all Board meetings and participate in all Board discussions but are not required to attend meetings nor will they be removed from the Board of Directors for non-attendance. The Board of Directors by majority vote shall annually approve all Honorary Directors.
4.9 Ex-Officio Members: At the Board of Directors’ discretion, a director may serve as an ex-officio member. Ex-officio members have full privileges afforded regular Board members except voting at regular and special Board sessions. Ex-officio members may serve on committees and vote on committees on which they serve.
4.10 Committees: The committees of the Board shall be as follows:
Executive Committee
The Executive Committee provides operational oversight, policy and direction to the Reach Foundation Board and staff. The Executive Committee is charged with ensuring that Reach Foundation operations are carried out in accordance with the approved long-range plan and budget of the Reach Foundation. The Executive Committee acts on behalf of the Board of Directors for decisions necessary between Board meetings. All Executive Committee actions in the name of the Reach Foundation shall be subject to ratification by the Board of Directors at the next regular Board meeting.
The chairs of the Reach Foundation standing committees and the Executive Director of the Hanford Reach Interpretive Center also serve as members of the Executive Committee. If a committee chair is unable to attend an Executive Committee meeting, a co-chair, vice-chair or other board member committee representative should proceed and vote in place of the absent chair. The immediate past chair of the Reach Foundation Board of Directors shall serve as an ex-officio member with no voting rights.
Development Committee
The Development Committee provides oversight, policy and direction to the Reach Foundation Board and staff in the areas of gift acceptance, retention, conversion and rejection. The Development Committee is charged with ensuring a strategic, coordinated and consistent approach
in the areas of marketing, fund raising and public relations. The Development Committee is also charged with ensuring a coordinated and consistent approach to all the Reach Foundation’s outreach, fund-raising and development activities. The Development Committee will be appointed annually by the Board Chair.
Finance and Investment Committee
The Finance and Investment Committee provides oversight, policy and direction to the Reach Foundation Board and staff in the areas of accounting, finance, coordination of long-range fiscal and capital planning, budgeting and reporting; and also assists in the establishment and management and reinvestment of individual accounts within the Reach Foundation and the distribution of monies from them. The Finance and Investment Committee is charged with ensuring a financially healthy Reach Foundation, coordinating a consistent approach to all of the Reach Foundations’ individual account record keeping and distribution activities. The Finance and Investment Committee will be appointed annually by the Board Chair, and chaired by the Treasurer of the Board.
Membership and Nominating Committee
The Membership and Nominating Committee provides oversight, policy and direction to the Reach Foundation Board and staff in the areas of recruiting, nominating and reviewing the performance of board members, officers and committee chairs. The Membership and Nominating Committee is charged with ensuring a supply of experienced Board members who are diverse in regard to their expertise, constituencies, gender and culture, and who actively participate in Reach Foundation Board and committee activities. The Membership and Nominating Committee will be appointed annually by the Board Chair.
ARTICLE 5 – MEETINGS OF BOARD OF DIRECTORS
5.1 Annual Meeting. The annual meeting of the Board of Directors shall be held following the close of the calendar year. The date, time, and place shall be determined by the Executive Committee at least thirty (30) days prior to the annual meeting
5.2 Regular Meetings. Regular meetings of the Board of Directors shall be held at least four times during the fiscal year. The date, time and place of the meeting shall be determined by the officers of the Reach Foundation. A meeting notice shall be sent to all directors and officers, in addition to e-mail or telephone at least three (3) days in advance of the meeting.
5.3 Executive Committee Meetings: The Executive Committee will meet as needed or as requested by the Board chair to conduct business for decisions necessary between Board meetings. All Executive Committee actions in the name of the Reach Foundation shall be subject to ratification by the Board of Directors at the next regular Board meeting.
5.4 Special Meetings and Telephone or e-Mail Polling: Special meetings of the Board of Directors or Executive Committee may be called at any time or place by the Chair, and/or two (2) other Executive Committee members. Notice of time, place, and purpose of special meetings shall be sent to all members, in addition to, e-mail or telephone at least three (3) days in advance of the meeting. Special meetings may be held on less than three (3) days advance notice as long as a majority of the members in attendance at the special meeting agree to it. At the direction of the Board Chair, a telephone or e-mail poll of the Board of Directors or Executive Committee may be conducted for voting purposes. To be valid, a telephone or e-mail poll must elicit a response from at least one-half of the members. The minutes from the telephone or e-mail poll shall be brought forward for approval at the next regular Board meeting.
5.5 Attendance: Any director who misses more than three (3) consecutive meetings of the Board of Directors or committee meetings without cause or excused by the Chair, shall forfeit membership on the Board of Directors.
5.6 Quorum: One third of the membership of the Board of Directors shall constitute a quorum for all meetings of the Board of Directors and the Reach Foundation. If a quorum is not present, a majority of the members present at a Board meeting may adjourn the meeting to a fixed time and place without notice other than by announcement at such meeting. A quorum for the Executive Committee shall be one-half of the members.
ARTICLE 6 – OFFICERS
6.1 Positions. The officers of the Corporation shall be a Chair, Vice-Chair, Secretary, and Treasurer and such other officers as may be deemed necessary by the Reach Foundation Board of Directors.
6.2 Term: Officers shall be elected from and by the Board of Directors of the Reach Foundation for a two year term. Officers shall serve until their successors have been appointed.
6.3 Vacancy in Office: In case of any vacancy in an officer’s position, the Membership and Nominating Committee shall nominate, and the Board of Directors shall elect, a person to fill the vacancy for the balance of the term of the officer whose position became vacant.
6.4 Powers: The officers of the Reach Foundation shall have powers and perform such duties as authorized by the Board of Directors
Duties of the Officers: The duties of the officers are as follows:
Chair: The Chair shall preside at all meetings of the Reach Foundation and the Board of Directors, and have general charge and supervision over the assets of the Foundation, Board of Directors activities, and affairs of the Reach Foundation. The Board Chair or his/her designee shall have the authority subject to Board of Director approval to:
- Sign and execute on behalf of the Board of Directors all contracts and other obligations or instruments standing in the name of, or belonging to the Reach Foundation in any capacity.
- Sell, assign and transfer on behalf of the Board of Directors any and all property, bonds, bond evidences of interest and/or indebtedness, rights, and options to acquire or to sell the same, and all other securities, corporate or otherwise, standing in the name of or belonging to the Reach Foundation in any capacity.
- Sign and execute on behalf of the Board of Directors all court pleadings and other legal documents relating to any trust estate or litigation matter.
- Sign and execute on behalf of the Board of Directors all of the minutes of the meetings of the Reach Foundation and of the Board of Directors.
The Board of Directors may authorize the Board Chair to establish committees and to specify the purpose and responsibilities of the committees.
Vice Chair: In the absence of the Chair or his/her inability to act, the Vice Chair shall act in his/her place and shall have all the powers and authority of the Board Chair.
Secretary: The Secretary shall make such reports and perform such other duties as are incident to the office, or properly required of the Secretary by the Board of Directors, and review and maintain the bylaws. The Secretary shall have the authority to execute on behalf of the Reach Foundation any application, report, return or other document with respect to any local, state or federal government agency.
Treasurer: Subject to the direction of the Board of Directors, the Treasurer of the Reach Foundation shall chair and work with the Finance and Investment Committee to develop the annual budget and the annual update to the long-range plan for the Reach Foundation, and shall report actual expenditures against budget.
Signature Authority: In addition to the specific responsibilities outlined in this section for each Officer, for checks written by the Reach Foundation, an officer or designee has authorization to sign for up to $5,000. For checks above $5,000, two (2) signatures are required. Checks written to a Director or officer of the Board of Directors cannot also be signed by that person in their official capacity.
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Article 7 – Fiscal Year
For the purposes of the requirements of the Internal Revenue code relating to nonprofit corporations, the business of the Reach Foundation shall be conducted on a fiscal-year basis and such fiscal year shall expire on December 31 of the calendar year.
Article 8 – Indemnification
Any director or officer, former director or officer of the Reach Foundation, and his/her heirs, executors, and administrators, shall be indemnified by the Reach Foundation against expenses actually and necessarily incurred by such director or officer by reason of being or having been such director or officer except in relation to matters which he/she shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of such duty.
Article 9 – Rules of Order and Parliamentary Authority
Section 1: At each meeting of the Board of Directors, where a quorum is present, all questions and other matters shall be determined by the majority of the Board of Directors present, unless a different vote is required by law.
Section 2: The rules contained in the most recent edition of Robert’s Rules of Order, Revised, shall govern all meetings of the Board of Directors where such rules are not addressed within the Restated Articles of Incorporation, Bylaws, or special rules of order adopted by the Board of Directors of the Reach Foundation.
Article 10 – President
The Chair of the Board of Directors shall serve as the President of the Reach Foundation and is responsible for all activities undertaken by the Reach Foundation until such time as a responsible person is employed by the Reach Foundation.
Article 11
Amendment of Bylaws
These Bylaws may be amended, altered, or repealed by the affirmative vote of a majority of the Board of Directors present at any regular or special meeting of the Board of Directors, if such notice of the proposed alteration or amendment is contained in the notice of the meeting.
Adopted by resolution of the Board of Directors on November 4, 2013
Amended by resolution of the Board of Directors on January 13, 2016
signed by Ronald E. Lerch______
Secretary of the Board of Directors
__signed by Lisa Toomey________
Attest