Bylaws of Cascadia Poetics Lab
ARTICLE 1. OFFICES
The principal office of the Corporation shall be located in Seattle, County of King, Washington. The organization herein called Cascadia Poetics Lab may have other offices either within or without the State of Washington, as the Board of Directors (“Board”) may designate or may require from time to time.
ARTICLE 2. BOARD OF DIRECTORS
2.1 . The business and affairs of the Corporation shall be governed by the Board. The Board is responsible for ensuring that the management, operations, and affairs of the Corporation are consistent with its mission. In furtherance of this responsibility, the Board shall have the power and responsibility to (1) establish and approve long-term strategic plans for the Corporation, (2) adopt and implement policies necessary for the effective governance of the Corporation, including conflict of interest and financial management policies, (3) approve the annual budget and oversee the financial health of the Corporation, (4) provide leadership in fundraising efforts, including approving fundraising campaigns and participating in donor engagement, (5) monitor the effectiveness and impact of the Corporation’s programs and services to ensure they meet the goals of the long-term plan and serve the vision of the Corporation, (6) identify and mitigate risks that may impact the Corporation’s operations, reputation, or financial health, (7) fill Board vacancies and ensure that Directors and Officers fulfill their fiduciary duties of care, loyalty, and obedience, (8) approve major grants and partnerships that align with the Corporation’s objectives and ensure due diligence. These powers and responsibilities are illustrative rather than exhaustive; the Board shall exercise all powers necessary and appropriate to fulfill the Corporation’s mission and purpose, except as limited by these By-laws.
2.2. NUMBER, TENURE, AND QUALIFICATIONS. The Board shall be composed of a minimum of three (3) Directors and a maximum of nine (9) Directors; provided, however, that the number of Directors may be changed from time to time to any number not less than three (3) by an amendment of these By-laws, but no decrease shall in effect shorten the term of an incumbent Director. The term of office of the Director(s) of the Corporation shall be for a period of four (4) years. Each Director may stand reelection for two (2) consecutive terms, without penalty.
2.3 REGULAR MEETINGS. A regular Board meeting shall be held annually with notice, given in writing, two weeks prior to the meeting. Such notice may include that notice provided by the regular distribution of the minutes of previous meetings, in which the next Board meetings are to be regularly noted whenever possible. By resolution, the Board may provide the time and place either within or without the State of Washington for holding annual and additional regular meetings. An annual meeting, so designated and determined by the Board, shall be the forum for each election, consistent with the terms of office. Any meeting may be conducted virtually.
2.4 SPECIAL MEETINGS. Special Board meetings may be called by, or at the request of the President, or any two (2) Directors. The person or persons authorized to call special meetings may fix any place either within or outside the State of Washington as the place for holding any special Board meetings called.
2.5 NOTICE. Written notice of each special Board meeting shall be delivered personally, emailed or mailed to each Director at the address they have provided to the Corporation as their official address at least two (2) days before the meeting. If such notice is mailed, it shall be deemed to be delivered when deposited in the United States mail properly addressed, with postage prepaid. If the notice is emailed, it shall be deemed to be delivered when such email is sent.
The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.
2.6 QUORUM. A majority of the Directors shall constitute a quorum for the transaction of business at any Board meeting but, if less than such majority be present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
2.7 MANNER of ACTING. The act of the majority of the Directors present at a meeting at which a quorum is present shall be an act of the Board.
2.8 VACANCIES. Any vacancy occurring on the Board may be filled by an affirmative vote of a majority of the remaining Directors though less than a quorum of the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any Directorship to be filled by reason of an increase in the number of Directors shall be filled by election at an annual meeting or at a special meeting called for that purpose.
2.9 .
Any Director may be removed from the Board for just cause by a two-thirds (2/3) vote of the remaining Directors at a duly called meeting, provided the Director in question has been given written notice of the proposed removal and has had an opportunity to address the Board prior to the vote. “Just cause” shall include, but is not limited to (1) engaging in activities that constitute a conflict of interest or undermine the integrity or reputation of the Corporation, (2) demonstrating a consistent failure to exercise due care, loyalty, or obedience in the governance of the Corporation, including neglecting responsibilities or acting in a manner that puts the Corporation’s mission or financial health at risk, (3) acting in a manner that violates the Corporation’s ethical standards, including engaging in harassment, discrimination, or fraudulent activities, (4) unexcused absence from four (4) or more consecutive board meetings or the majority of scheduled Board meetings in a twelve-month period, (5) engaging in conduct that disrupts the operations of the Board or undermines its decision-making processes. This list is illustrative and not exhaustive. The Board retains the discretion to determine whether specific conduct or neglect of duties constitutes just cause, provided such determination is consistent with these By-laws.
In the absence of such act or acts the Founder and President of the Corporation shall enjoy a life-time tenure and association. In the case of mental and or physical incapacitation, the President/Founder may be removed from executive/managerial functions, but will remain a lifetime Director by association.
2.10 . The Directors (other than the Founding Director) shall receive no compensation for their service as Directors. However, Directors may receive reimbursement for expenditures incurred on behalf of the Corporation. The Board will review and determine if compensation should be extended to Directors in specific circumstances as the organization grows.
2.11 PRESUMPTION of ASSENT. A Director of the Corporation present at a Board meeting at which action on any matter is taken shall be presumed to have assented to the action taken unless he/she files his/her written dissent to such action with the person acting as the secretary of the meeting before the adjournment of the meeting thereof, or unless he/she forwards such dissent by registered mail to the secretary of the organization immediately after the adjournment of the meeting. A Director who voted in favor of such action may not dissent once the action becomes final.
2.12 ACTION BY DIRECTORS WITHOUT A MEETING. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action to be taken is signed by each of the directors, or agreed to by a majority of directors by way of email. Any such written consent shall be inserted in the minute book as if it were the minutes of the Board meeting.
2.13 . The Corporation is committed to cultivating a diverse and inclusive Board that contributes to the richness of the Corporation’s mission and programming. The Board shall regularly assess its composition and shall actively seek to include members from a wide range of backgrounds, perspectives, and experiences when filling vacancies or considering new Board members.
2.14 . The Board shall ensure that new members understand the organization’s mission, values, structure, policies, and operational procedures. The current Board shall ensure that new members are informed about their role in strategic planning, decision-making, fundraising, and other key functions of the organization.
ARTICLE 3. OFFICERS
3.1 NUMBER. The officers of the Corporation shall be a President, a Secretary and a Treasurer, each of whom shall be elected by the Board. Such other officers and assistant officers as may be deemed necessary, may be elected or appointed by the Board. Any two or more offices may be held by the same person, except the offices of President and Secretary.
3.2 ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be elected for four (4) year terms by the Board at the first regular Board meeting. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as a Board meeting conveniently may be held. Each officer shall hold office until the next designated meeting and until his successor shall have been elected and qualified unless he resigns or is removed in accordance with provision of Article 2.9.
3.3 REMOVAL. Any Officer or agent elected or appointed by the Board may be removed by the Board, whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed, in accordance with provision of Article 2.9.
3.4 VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term.
3.5 PRESIDENT. The President shall be the principal executive officer of the Corporation, shall supervise and control all of the business and affairs of the Organization, and shall preside over Board meetings, unless the President appoints another officer to preside. The President may sign deeds, mortgages, bonds, contracts, or other instruments that the Board has authorized to be executed, except when the signing and execution thereof has been expressly delegated by the Board or by these By-laws to some other officer of agent of the Organization or is 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 incidental to the office of President, and such other duties as may be prescribed by the Board from time to time, including the hiring and firing of Organizational Staff.
3.6 SECRETARY. The Secretary shall: a) keep the minutes of the Board meetings in one or more books (or digital files) provided for that purpose; b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the Corporation is affixed to all documents, the execution which on behalf of the corporation under seal is duly authorized; d) keep a register of the post office address of each member as furnished to the Secretary by each member; e) in general, perform all duties incident to the office of the Secretary, and such duties as from time to time may be assigned to him or her by the President or by the Board.
3.7 TREASURER. He/she shall charge and have custody of, and be responsible for, all funds and securities of the Corporation, receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these By-laws and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board.
3.8 SALARIES. The salaries of the Officers shall be fixed from time to time by the Board, and no officer shall be prevented from receiving such salary by reason of the fact that he/she is also a Director of the Corporation.
3.9 . The By-Laws of the Corporation shall be reviewed periodically to ensure they remain relevant and aligned with the organization’s evolving needs and goals. This review shall take place at least every three (3) years, or more frequently if necessary. The Board shall designate a task force responsible for overseeing review of the by-laws to ensure clarity, consistency, and alignment with the organization’s mission and priorities. The task force will solicit input from Board members to ensure a comprehensive evaluation.
3.10 AMENDMENTS TO BY-LAWS. Following the regular review described in Section 3.9 or at any other time, amendments to these By-laws may be proposed, provided the proposed amendment is submitted in writing to the Board for consideration. Proposed amendments shall be reviewed by the Board at a regular or special meeting. For an amendment to be adopted, it must receive approval by two-thirds (2/3) of the voting members of the Board present at the meeting. All proposed amendments must be circulated to the Board at least two (2) days prior to the meeting at which the vote will take place. If the proposed amendment is approved by the Board, updates shall be made to the official By-laws document, and the updated document shall be posted on the Corporation’s website.
ARTICLE 4. BOARD AND ADVISORY COMMITTEES
4.1 BOARD COMMITTEES. The Board, by resolution adopted by a majority of Directors then in office, may designate and appoint one or more standing or temporary committees, each of which shall consist of at least one Director and may include one or more other individuals. Such Board committees shall have and exercise the authority of the Board in the management of the Corporation, except for matters such as amending the Bylaws, electing or removing Directors or officers, and making other major decisions like mergers or dissolution.
4.2 ADVISORY COMMITTEES. The Board may designate and appoint one or more advisory committees. These committees shall provide advice and counsel to the Board. The Board shall establish the charge and tasks for each advisory committee. Advisory committees do not have decision-making authority but will assist the Board by offering recommendations and insights based on their expertise.
4.3 QUORUM. A majority of the members of any committee shall constitute a quorum. The act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
4.4 RESIGNATION OF COMMITTEE MEMBERS. Any member of any committee may resign at any time by delivering written notice to the President or the Secretary of the Corporation, or the chairperson of the committee, or by providing oral or written notice at any committee meeting. Such resignation shall take effect immediately upon delivery.
4.5 REMOVAL OF COMMITTEE MEMBERS. The Board, by resolution adopted by a majority of the Directors in office, may remove any member of any committee elected or appointed by it.
4.6 . Current standing committees and their specific duties and responsibilities shall be outlined in a separate document called the Committee Guidelines, which may be amended from time to time by the Board. The Committee Guidelines are not legally binding but are intended to provide structure and clear expectations for the organization’s operations.
ARTICLE 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS
5.1 CONTRACTS. The Board may authorize any Officer or Officer, agent of agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.
5.2 LOANS. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the Board. Such authority may be general or confined to specific instances.
5.3 LOANS TO DIRECTORS AND OF OFFICERS PROHIBITED. No loan shall be made by the Corporation to its Directors or Officers, unless approved unanimously by the Board; the Board shall use its discretion in determining the scope and extent of the loan, gift or scholarship. The Directors of the Corporation who vote for and assent to the making of a loan to a Director or Officer of the Corporation and any Officer or Officers participating in the making of such loan, shall be jointly and severally liable to the Corporation for the amount of such loan until repayment thereof.
5.4 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the payment of money, as well as electronic payments or other forms of disbursement, issued in the name of the Organization shall be signed by the President, except that checks for honoraria for poets or similar expenses may be prepared and signed by the Treasurer or other authorized officer, agent, or employee of the Organization under the direction of the President. may be established to provide flexible financial support for unforeseen or urgent needs that align with the mission and goals of the Corporation. This may include supporting special projects or other expenses not foreseen and included in the regular budget. The discretionary fund shall be used exclusively for purposes that directly support the Corporation’s mission, including operational needs. The Corporation’s Treasurer shall maintain records of all discretionary fund transactions, ensuring transparency and accountability.
5.5 DEPOSITS. All funds of the Corporation inclusive of those not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, and other depositories as the Board may select. Books of accounts shall be open for inspection from time to time by the Board of Directors.
ARTICLE 6. FISCAL YEAR
The fiscal year of the Corporation shall be a calendar year. (In this case 1, January through 31, December.) At the close of each accounting year, a full audit will be conducted to reflect the fiscal condition of the Organization.
ARTICLE 7. SEAL
The seal as obtained with the discretion of the Board, shall consist of the name of the Corporation, and the year of its incorporation. The use of the seal shall not be mandatory for the validity of any document.
ARTICLE 8. WAIVER OF NOTICE
Whenever any notice is required to be given to any member or Director of the Corporation under the provisions of this chapter or under the provisions of the Articles of Incorporation or By-laws of the Organization, a waiver thereof in writing, signed by the person or persons entitled to such notice whether before or after the time stated therein, shall be the equivalent of the giving of such notice. Waivers may be provided electronically, including via email.
ARTICLE 9. INDEMNIFICATION
To the full extent permitted by the Laws of Washington, the Corporation shall indemnify any person who was, or is a party to, or is threatened to be made a party to any civil, criminal, administrative or investigative action, suit or proceeding (whether brought by or in the right of the Corporation or otherwise), by reason of the fact that he or she is or was Director of Officer of the Corporation, or is, or was serving at the request of the Corporation as a Director or Officer of another organization, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding; and the Board of Directors may, at any time, approve indemnification of any other persons which the Corporation has the power to indemnify under the Washington Corporations Act. The indemnification provided by this section shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract.
ARTICLE 10. AMENDMENTS
Ratified and Approved March 8, 2010. Amended April 23, 2017 as noted above in Section 2.3. Updated on August 17, 2023 to indicate corporate name change approved by the board in 2021, effective September 1, 2021. Amended April 8, 2025.