Eagle Count for 12/26/07

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UPPER SKAGIT BALD EAGLE FESTIVAL COMMITTEE

BY-LAWS

ARTICLE I – Name and Term

1. The name of this association shall be the Upper Skagit Bald Eagle Festival Committee (USBEFC), and its duration shall be perpetual.  It shall be a non-profit corporation, with exemption under Section 501 (c) (3) of the Internal Revenue Code.

ARTICLE II – Offices

1. Records of the organization shall be maintained at the Eagle Festival Office, 7460 S. Dillard, Suite D, Concrete, WA.

ARTICLE III – Amendments

1. These By-Laws may be amended by resolution at any time by an affirmative vote of at least two-thirds of the entire Board of Directors.

ARTICLE IV – Purposes

1. USBEFC shall sponsor, organize and promote the Upper Skagit Bald Eagle Festival, an annual event held at various locations in the communities of Concrete, Rockport and Marblemount.  USBEFC will be responsible for scheduling events, activities, facilities, speakers and entertainers.
2. USBEFC shall work to increase protection and public appreciation of the complexity and importance of the Skagit Watershed ecosystem by operating a seasonal interpretive center and creating a year-round Skagit River Interpretive Center to provide accurate information about bald eagles, salmon and the Upper Skagit River Watershed.
3. USBEFC shall work cooperatively with and support agencies and organizations actively engaged in conservation of Bald Eagles, Bald Eagle habitat and other wildlife conservation issues related to the Skagit River Watershed.
4. USBEFC shall participate in year-round activities that promote conservation, education and stewardship of the Skagit River Watershed.
5. USBEFC shall support businesses and other charitable and educational organizations active in the Upper Skagit Valley by encouraging and promoting their participation in Eagle Festival activities.

ARTICLE V – Powers

1. General Powers – USBEFC shall have all powers granted by Washington law.  It shall also have the power to undertake, either alone or in cooperation with others, any lawful activity which may be necessary or desirable for the furtherance of any or all purposes for which USBEFC is organized.
2. Investment Powers – USBEFC may invest assets.  Any return from investment shall be used by USBEFC to further the purposes of the organization.

ARTICLE VI – Annual Meeting

1. An annual meeting of the Board of Directors and interested volunteers should be scheduled to follow up on and evaluate each year’s festival, within one month of the festival’s conclusion.

ARTICLE VII – Directors

1. Duties:  The Board of Directors shall manage, set the policy for, and oversee the management of the affairs of the USBEFC.  They shall control its property, be responsible for its finances, formulate its policy, and direct its affairs.  The Board of Directors may hire support personnel, or enter into contracts necessary to accomplish USBEFC goals.
2. Qualifications:  There shall be up to eleven members on the Board of Directors.  Directors must be of sound mind and legal age.  Each Director will be expected to chair a subcommittee and take an active role in organization, promotion and administration of the annual festival.                                                    
3. Term:  Directors shall not have term limits.
4. Elections:  The existing Board of Directors shall make nominations to fill vacancies, and new Directors shall be confirmed by a majority vote of the Board members present.
5. Vacancies:  A Director may resign at any time by giving written notice to the USBEFC.  Three consecutive unexcused absences from scheduled meetings shall be considered a vacancy.  A report filed with the chairperson prior to the meeting will be considered an excused absence.  Vacancies on the Board shall be filled by action of a majority of the remaining Directors.
6. Meetings:  The Board of Directors shall meet on a schedule determined by the Chairperson, but not less than four times a year.
7. Compensation:  Directors shall receive no compensation for their services as Directors, but the Board may by resolution authorize reasonable reimbursement of expenses incurred in the performance of their duties.  Nothing herein shall preclude a Director from serving USBEFC in any other capacity and receiving compensation for such service.  Participation in Eagle Festival sponsored activities for profit is not precluded.

ARTICLE VIII – Officers

1. Number of Officers:  USBEFC shall have a Chairperson, a Secretary, a Treasurer, and such additional officers as the Board of Directors may designate. Each officer shall serve a one year term.  Officers shall be elected by the Board of Directors at the first Board meeting following the annual festival.
2. Duties of Chairperson:  Shall preside at all meetings of the Board of Directors and at general meetings.  The Chairperson is entitled to the same vote as any other Director.  The Chairperson shall sign all checks and documents pertaining to USBEFC.  The Chairperson may designate another member of the Board of Directors to preside at meetings in his/her absence.
3. Duties of Secretary:  The Secretary shall keep minutes of all meetings; notify directors and members of meeting dates; and perform other duties as directed by the Board.
4. Duties of Treasurer: The Treasurer shall sign checks and documents as required; keep records of all financial transactions of the USBEFC; receive, deposit and account for all funds received, provide an annual report, and perform other duties as directed by the Board.
5. Duties of additional officers:  Shall be designated by the Board of Directors.

ARTICLE IX – Committees

1. USBEFC shall have the following standing committees:
   1. Public information (program, newsletter, posters)
   2. Speaker/program coordination
   3. Artisan coordination
   4. Entertainment
   5. Fund raising
   6. Volunteer organization
   7. Education/Skagit River Bald Eagle Interpretive Center Planning
2. Each standing committee shall be chaired by a member of the Board of Directors.  Volunteer assignments shall be made by and volunteers shall report to the assigned Director.
3. Additional committees shall be appointed by the Chairperson with the approval of the Board of Directors.  (Facilities, non-profit group liaison, food vendors, signs, etc.)

ARTICLE X – Volunteers

1. Persons who are interested in furthering the goals of the USBEFC may be recruited as volunteers.  Volunteers may participate at all meetings and events, unless participation is specifically limited to the Board of Directors.  Volunteers working on a standing committee should report to the assigned Director.  Other volunteers will report as directed by the Chairperson.
2. Volunteer compensation, if any, will be determined by the Board of Directors.
3. Volunteers may be requested to sign a waiver of liability prior to participation in USBEFC activities.

ARTICLE XI – Indemnification

1. USBEFC may indemnify any Director, or former Director, his/her heirs or assigns, for any and all judgments, settlement amounts, attorneys fees and litigation expenses incurred by him/her by reason of his/her having been made a party to litigation due to his/her capacity or former capacity as Director of USBEFC.  USBEFC may advance expenses where appropriate.
2. A Director is not entitled to indemnification if the cause of action is brought by USBEFC itself against the Director, or if it is determined in judgment that the Director was derelict in the performance of his/her duties, or had reason to believe his/her action was unlawful.
3. No Director shall be personally liable to the corporation or its members for monetary damages for conduct as a Director, provided that this Article shall not eliminate the liability of a Director for any act or omission occurring prior to the date when this Article becomes effective, and for any act or omission for which elimination of liability is not permitted under the Washington Nonprofit Corporation Act.  Any Director shall be entitled to indemnification for any expenses or liability incurred in his or her capacity as a Director as provided by the Washington Nonprofit Corporation Act.

ARTICLE XII – Corporate Assets

1. Per Articles of Incorporation, in the event of dissolution of the corporation, the net assets are to be distributed to a non-profit corporation(s), to be selected by the current Board of Directors.  The selected corporation(s) are to be conservation-oriented.

Adopted this date of 10/4/04

USBEFC Board of Directors:

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Last modified: Thursday, January 03, 2008