Bylaws

Since the Bylaws of the Snoqualmie Valley Historical Society were first drafted in 1960, they have been amended 8 times, most recently in November 2021. On January 1, 2022, the new Washington Nonprofit Corporation Act went into effect, necessitating the replacement of our current of bylaws. This Act was an effort to modernize and clarify the law that governs nonprofit organizations like the Museum.

Over the winter, a board Bylaw Review Committee was formed, consisting of secretary Beth Burrows, board member Steven Moses, and chaired by vice president Emily Lee. The committee outlined priorities for this review process, including preservation of existing language whenever possible, clarity and precision of language, and a format that was well-organized for ease of use. Most changes are necessitated by the new Act, as codified in Chapter 24.03A RCW. The board also used this opportunity to formalize and methodize practices that have evolved organically over the years and are working well but were not described in our bylaws.

Key changes made to the bylaws include:

· Moving from two membership meetings per year to a single membership meeting each November (2d: Annual Meeting), as has been practice in recent years and is adequate

· Election of officers moves from the annual membership meeting to the annual board meeting immediately following. This allows the board to elect officers based on who has actually been elected to serve as trustees for the following year (4b: Election and Term of Office)

· Transitioning the nominating committee to a standing committee to allow for year-round cultivation of potential new board members (3di: Nominations and 3ui3: Nominating Committee)

· Creation of a standing staffing committee to formalize the process by which the board of trustees hire employees of the museum, conduct performance reviews, and review job descriptions (3ui2: Staffing Committee)

· Language to describe under what circumstances a remote meeting may be held, as required by the new Act (2l: Remote Meetings)

· Language to allow notice for meetings to be sent electronically, as well as new parameters for such notice as described in the new Act (2g: Notice of Meetings and 3i: Notice)

· Relocating language that was previously part of the bylaws to more appropriate locations in the policy documents of the museum, since as our Collections Policy or Staff Job Descriptions

Please find in the following the purposed Bylaws for approval at the November 20, 2022 Annual Meeting.

Bylaws of the Snoqualmie Valley Historical Society also known as the Snoqualmie Valley Historical Museum

  1. Place of Business. The office and principal place of business of the Snoqualmie Valley Historical Society (hereafter called the Society) shall be the Snoqualmie Valley Historical Museum at 320 Bendigo Blvd S., North Bend, WA 98045.
  2. Membership.
    • a. Classes of Members. The Society shall initially have one class of members. Additional classes of members, the manner of election or appointment of each class of members, and the qualifications and rights of each class of members shall be set by the Board of Trustees.
    • b. Qualifications for Membership. Any person interested in the history of the Snoqualmie Valley area of King County Washington may be enrolled as an active member of this Society by payment of dues.
    • c. Dues. Dues shall be set by the Board of Trustees. Members failing to pay their dues for one year after they become payable shall be dropped from the rolls. Voting privileges shall be upon payment of dues.
    • d. Annual Meeting. The annual meeting of the members shall be held during the month of November, on a date and time designated by the Board.
    • e. Special Meetings. Special membership meetings may be called by a written request of 25% of the voting members of the Society or by four members of the Board of Trustees, provided all members are notified.
    • f. Place of Meetings. All meetings of members shall be held at the Snoqualmie Valley Historical Museum, or at another place as designated by the Board. As determined by the Board, in some years members may also participate in meetings by remote means pursuant to Section 2(m) (Remote Meetings).
    • g. Notice of Meetings. The Board shall cause to be delivered to each member, either by mail or by electronic transmission, not less than 10 nor more than 60 days before the meeting, written notice stating the place, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. At any time, upon the written request of not fewer than 25% of members, it shall be the duty of the Secretary to give notice of a special meeting of members to be held at such date, time and place as the board may fix, not fewer than 10 nor more than 35 days after receipt of such written request. If such notice is mailed, it shall be deemed delivered (i) when received; (ii) when left at the recipient’s residence or usual place of business; (ii) 5 days after its deposit in the United States mail or with a commercial delivery service, if the postage or delivery charge is paid and the notice is correctly addressed; or (iv) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, or by commercial delivery service. Notices sent by electronic transmission are effective when electronically transmitted to an address, location, or system designated by the recipient for that purpose. A member may revoke in the form of a record the Society’s express or implied authorization to deliver notices or communications by electronic transmission to the member. Such authorization is deemed revoked with respect to a member if the Society cannot deliver 2 consecutive notices or other communications to the member’s address shown in the Society’s current record of members; and the inability becomes known to the Secretary or other person responsible for giving the notice or other communication.
    • h. Quorum. Ten of the members of the Society entitled to vote, represented in person, shall constitute a quorum at a meeting of the members. If less than a quorum of the members entitled to vote is represented at a meeting, a majority of the members so represented may adjourn the meeting from time to time without further notice.
    • i. Manner of Acting. The vote of a majority of the votes entitled to be cast by the members represented in person at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by applicable Washington law.
    • j. Proxies. The Society does not allow for members to vote by proxy.
    • k. Action by Members Without a Meeting. The Society does not allow for action by members without a meeting.
    • l. Remote Meetings. The Board, at its discretion, may offer remote access via various means such as teleconference or online applications for membership meetings. Participation by such means shall constitute presence in person at a meeting. For any meeting at which one or more members may participate by employing remote communication, the Society shall deliver notice of the meeting to each member and provide complete instructions for participating in the meeting by remote communication.
    • m. Inspection of Documents. A member of the Society may inspect and copy, during regular business hours at the office of the Society and in the presence of a member of the Executive Committee, any of the records the Society is required to maintain under Section 5(iv) (Books and Records), if the member delivers to the President and/or Secretary an executed notice in the form of a record at least 5 business days before the date on which the member wishes to inspect and copy the records.
  3. Board of Trustees.
    • a. Generals Powers. The affairs of the Society shall be managed by a Board of Trustees. The Board of Trustees:
      • i. Shall assure that any paid employees deemed necessary are hired, and that annual performance appraisals are completed;
      • ii. Shall assure that the Society’s collection of artifacts and archival material are housed, and that the exhibition and educational responsibilities of the Society are met;
      • iii. Shall assure that funds are available to carry out the functions of the Society;
      • iv. Shall establish and regularly review a long range plan to carry out the Society’s mission;
      • v. Shall assure the completion of any physical maintenance, repair, security and cleaning of the museum building except as outlined in any lease agreements held by the Society;
      • vi. Shall assure that promotion, publicity, and educational programs of the Society and museum are completed;
      • vii. Shall assure adequate staffing, whether paid or volunteer, to cover both Museum open hours and special programming;
      • viii. Shall assure that policies such as a Code of Ethics, Collections Management Policy, etc. are developed, reviewed, revised as necessary, and followed;
      • ix. Shall approve and maintain a Collections Management Policy and act as the final authority regarding deaccession of artifacts presented by the Collections Committee.
    • b. Number. The Board shall consist of 12 members, or up to 15 members under special circumstances as determined by the current Board. The number of Trustees 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 Trustee.
    • c. Qualifications. Trustees shall be individuals. As appropriate, the Board shall designate one or more staff members to attend meetings of the Board of Trustees as a non-voting member. The immediate past president of the Board of Trustees shall be a voting Member Emeritus of the Board for a term of one year. After that time, past presidents shall be non-voting Members Emeritus. Members Emeritus do not count toward 3b above, Number of Board Members.
    • d. Election of Trustees.
      • i. Nominations. The Nominating Committee shall be a standing committee. The Nominating Committee shall present at least one name for each position being vacated on the Board of Trustees and at least one name for each officer to be elected. Candidates for offices shall be apprised of their duties and responsibilities by the Nominating Committee prior to their acceptance as candidates.
      • ii. Elections. Trustees shall be elected each year at the annual meeting of members as set forth in these bylaws.
      • iii. Term of Office. Unless a Trustee dies, resigns, or is removed, Trustees shall be elected for a term of two years, half of them being elected on alternate years. Officers shall be elected to serve for one year.
    • e. Annual Meeting. The annual meeting of the Board shall be held without notice immediately following and at the same place as the annual meeting of members for the purposes of electing officers and transacting such business as may properly come before the meeting.
    • f. Regular Meetings. The Board of Trustees and Standing Committee Chairpersons shall meet monthly, except in December, to conduct such business as is necessary for the welfare of the Society.
    • g. Special Meetings. Special meetings of the Board or any committee designated and appointed by the Board may be called by the President or any three Trustees, or, in the case of a committee meeting, by the chair of the committee. The person or persons authorized to call special meetings shall fix a place as the place for holding any special Board or committee meeting called by them, and shall be responsible for notifying all members of the Board of Trustees, or, in the case of a committee meeting, by the members of the committee, of such meetings.
    • h. Place of Meetings. All meetings shall be held at the Snoqualmie Valley Museum or at such other place designated by the Board, by any persons entitled to call a meeting or by a waiver of notice signed by all Trustees.
    • i. Notice. Notice under this section shall be communicated in writing. If such notice is mailed, notice is effective (i) when received; (ii) when left at the recipient’s residence or usual place of business; (iii) 5 days after its deposit in the United States mail or with a commercial delivery service, if the postage or delivery charge is paid and the notice is correctly addressed; or (iv) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, or by commercial delivery service. Notice by electronic transmission is received when it enters an electronic system that the recipient has designated or currently uses for the purpose of receiving electronic transmissions of the type sent; and is in a form capable of being processed by that system. An electronic transmission sent in this manner is received even if no individual is aware of its receipt.
    • j. Notice of Special Meetings. Notice of special Board or committee meetings shall be given to a Trustee in writing or by personal communication with the Trustee not fewer than 48 hours before the meeting. Notices in writing may be delivered or mailed to the Trustee at their address shown on the records of the Society or given electronic transmission. Neither the business to be transacted at, nor the purpose of any special meeting need be specified in the notice of such meeting. If notice is delivered by mail, the notice shall be deemed effective when deposited in the official government mail properly addressed with postage thereon prepaid. Notices by electronic transmission are effective when electronically transmitted to an address, location, or system designated by the recipient for that purpose.
    • k. Quorum. A majority of the number of Trustees in office shall constitute a quorum at any Board meeting. If a quorum is not present at a meeting, a majority of the Trustees present may adjourn the meeting from time to time without further notice.
    • l. Manner of Acting.The act of the majority of the Trustees 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.
    • m. Presumption of Assent. A Trustee of the Society 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 the Trustee’s dissent or abstention is entered in the minutes of the meeting, or unless such Trustee 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 Society immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a Trustee who voted in favor of such action.
    • n. Unanimous Action by Board Without a Meeting. Any action which could be taken by the Board of Trustees at a meeting may be taken without a meeting if a consent in writing setting forth the action so taken is executed by all of the Trustees entitled to vote with respect to the subject matter thereof, as defined below. The consent must be unanimous. For purposes of these Bylaws, “executed” means: (i) writing that is signed; or (i) an email transmission that is sent with sufficient information to determine the sender’s identity. For purposes of this Section only, “each Trustee entitled to vote” does not include an “interested Trustee” who abstains in writing from providing consent, where (1) the Board has determined that (a) the Society is entering into the transaction for its own benefit; and (b) the transaction is fair and reasonable to the Society when it enters into the transaction or the non-interested Trustees determine in good faith after reasonable investigation that the Society cannot obtain a more advantageous arrangement with reasonable effort under the circumstances, at or before execution of the written consent; and (2) such determination is included in the written consent or in other records of the Society.
    • o. Resignation. Any Trustee may resign at any time by delivering written notice to the President or the Secretary at the registered office of the Society, or by giving oral or written notice at any meeting of the Trustees. 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.
    • p. Removal.
      • i. At a meeting of members called expressly for that purpose, one or more Trustees (including the entire Board) may be removed from office, with or without cause, by 2/3 of the votes cast by members then entitled to vote on the election of Trustees at a meeting of members at which a quorum is present.
      • ii. At a meeting of the Board, one or more Trustees may be removed from office, with or without cause, by 2/3 of the votes cast by Trustees then in office.
    • q. Attendance at Board Meetings. Trustees who miss more than three consecutive regular Board of Trustee meetings without communicating a reason may be removed by a majority vote of the Board of Trustees.
    • r. Vacancies. A vacancy in the position of Trustee may be filled by the affirmative vote of a majority of the remaining Trustees though less than a quorum of the Board. A Trustee who fills a vacancy shall serve for the unexpired term of the Trustee’s predecessor in office.
    • s. Compensation. The Trustees shall receive no compensation for their service as Trustees but may receive reimbursement for expenditures incurred on behalf of the Society.
    • t. Inspection of Documents. A Trustee of the Society may inspect and copy the books, records, and documents of the Society at any reasonable time to the extent reasonably related to the performance of the Trustee’s duties as a Trustee, including duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the Society or law other than this provision.
    • u. Board and Advisory Committees.
      • i Board Committees. The Board, by resolution adopted by a majority of the Trustees in office, may designate and appoint 1 or more standing or temporary committees, each of which shall consist of 2 or more Trustees. Such Board committees shall have and exercise the authority of the Trustees in the management of the Society, subject to such limitations as may be prescribed by the Board; except that no committee shall have the authority to: (1) amend, alter, or repeal these Bylaws; (2) elect, appoint, or remove any member of any other committee or any Trustee or officer of the Society; (3) amend the Articles of Incorporation; (4) adopt a plan of merger or consolidation with another corporation; (5) authorize the sale, lease or exchange of all or substantially all of the property and assets of the Society not in the ordinary course of business; (6) authorize the voluntary dissolution of the Society or revoke proceedings therefor; (7) adopt a plan for the distribution of the assets of the Society; or (8) 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 Trustee of any responsibility imposed upon the Board or such individual Trustee by law.
        • 1. Bylaw Committee. There shall be an annual review of the By-Laws by a committee appointed by the president. Their recommendations for change shall be presented for a vote at a membership meeting.
        • 2. Staffing Committee. There shall be a committee of at least 2 Trustees appointed by the president, to conduct annual reviews of staff members and oversee hiring of additional staff members as needed, including regular review and revision as necessary of job descriptions. Their recommendations for any necessary changes to existing or potential staff positions or job descriptions shall be presented for a vote at a regular meeting of the Board of Trustees on an as-needed basis, or at least once per year.
        • 3. Nominating Committee. There shall be a standing Nominating Committee of at least 3 members elected by the Board of Trustees. The Nominating Committee shall present at least one name for each position being vacated on the Board of Trustees prior to the Annual fall meeting. They shall also work with current Board members to identify prospective future officers for the Board, and shall provide an explanation of duties and responsibilities for each officer position as appropriate.
      • ii. Advisory Committee. The Board may designate and appoint one or more advisory committees, each of which may consist of at least one Trustee and one or more other members or other individuals to give advice and counsel to the Board. The Board shall establish the charge and tasks for the committee and appoint its chair and members.
      • iii. Written Reports Committtees. All officers and chairpersons of standing and special committees shall submit a written report to the president at the Annual meeting or upon completion of their project, whichever comes first. These reports shall be filed with the secretary.
      • iv. Quorum; Manner of Acting. A majority of the number of members of 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. In the case of a committee or meeting with an even number of members, “majority” is defined as half the members present, plus one.
      • v. Resignation. Any member of any committee may resign at any time by delivering written notice thereof to the President, the Secretary or the chairperson 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.
      • vi. Removal of Committee Member. The Board, by resolution adopted by a majority of the Trustees in office, may remove from office any member of any committee elected or appointed by it.
  4. Officers.
    • a. Number and Qualifications. The officers of the Society 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 2 or more offices may be held by the same person, except the offices of President and Secretary.
    • b. Election and Term of Office. The officers of the Society shall be elected each year by the Board at the annual meeting of the Board. Unless an officer dies, resigns, or is removed from office, the officer shall hold office until the next annual meeting of the Board or until the officer’s successor is elected.
    • c. Resignation. Any officer may resign at any time by delivering written notice to the President, a Vice President, the Secretary, or the Board, or by giving oral or written 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.
    • d. Removal. Any officer may be removed from office by the Board through a resolution adopted by a majority of the Trustees in office, whenever in its judgment the best interests of the Society would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
    • e. 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.
    • f. President. The President shall, subject to the Board’s control, supervise and oversee all of the assets, business, and affairs of the Society. The President shall preside over meetings of the members and the Board; shall appoint the chairs of all special and standing committees; shall communicate with these committees to see that their duties are carried out promptly, correctly, and in proper coordination with each other; shall be an ex-officio member of all committees except the nominating committee. The President may sign deeds, mortgages, bonds, contracts, or other instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the Society or are required by law to be otherwise signed or executed by some other officer or in some other manner. In general, the President shall perform all duties incident to the office of President and such other duties as are assigned to the President by the Board from time to time.
    • g. Vice President. In the event of the inability to act of the President, the Vice President shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President. The Vice President shall have, to the extent authorized by the President or the Board, the same powers as the President to sign deeds, mortgages, bonds, contracts, or other instruments. The Vice President shall perform such other duties as from time to time may be assigned to them by the President or the Board.
    • h. Secretary. The Secretary shall: (i) keep the minutes of meetings of the members and the Board, and minutes which may be maintained by committees of the Board; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) be custodian of the corporate records of the Society; (iv) keep records of the post office and email address of each member and Trustee and of the name and post office and email address of each officer; (v) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or the Board; and (vi) keep a list of all adopted policies of the Society.
    • i. Treasurer. The Treasurer shall receive and have custody of the dues of the members and all cash donations and earnings and deposit them in such bank as the Trustees may designate; shall keep and up to date and accurate account book of all receipts and expenditures; shall sign all checks and pay all bills approved by the Board of Trustees. Any checks written in excess of $2,000 shall be co-signed by a second member of the Executive Committee.
    • j. Close of Term. At the close of the term of office, each officer shall turn over all records of the office to the successor.
  5. Administrative Provisions.
    • a. Loans. No loans shall be contracted on behalf of the Society 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.
    • b. Loans or Extensions of Credit to Officers and Trustees. No loans shall be made and no credit shall be extended by the Society to its officers or Trustees.
    • c. 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 Society shall be signed by such officer or officers, or agent or agents, of the Society and in such manner as is from time to time determined by resolution of the Board.
    • d. Books and Records. The Society 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 members and Board, and any minutes which may be maintained by committees of the Board; records of the name and address and class, if applicable of each member and Trustee, and of the name and post office address of each officer; and such other records as may be necessary or advisable.
    • e. Accounting Year. The accounting year of the Society shall be the 12 months ending December 31.
    • f. Rules of Procedure. The rules of procedure at meetings of the Board and committees of the Board shall be rules contained in Roberts’ Rules of Order on Parliamentary Procedure, newly revised, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation, or any resolution of the Board.
    • g. Hold Harmless Clause.No member of the Board of Trustees or anyone appointed to act in their name shall be held responsible for harm or injury to persons or loss of property at the Snoqualmie Valley Historical Museum.

The foregoing Bylaws were adopted by the Board of Trustees by the vote of a majority of the members present at a meeting of the Society held on ____________________.

Adopted 1960

Amended Nov. 1986

Nov. 1987

Oct. 1988

Mar. 1991

Mar. 1992

Nov. 1996

Mar. 1997

Nov. 2021