WSSAF Foundation: Bylaws (draft)
article i: name
Washington State Society of American Foresters Foundation (WSSAF Foundation or Foundation).
article ii: purpose
This Foundation is being established to provide scholarships for worthy forestry students, and as a source of funds for similar or other purposes related to forestry education or other purposes as the Foundation Trustees and the WSSAF Executive Committee may determine in keeping with the objectives in Article 111.
article iii: objectives
To advance the science, technology, education and practice of professional forestry in America and to use the knowledge and skills of the profession to benefit society.
article iv: membership
All members of Washington State Society of American Foresters shall be members of the WSSAF Foundation.
article v: section i
Trustees - A Board of five Trustees shall be appointed by the current Chair WSSAF Executive Committee, with approval by the WSSAF Executive Committee, to have general supervision of the Foundation. The Board of Trustees will be selected according to the following procedures.
Position l - A member of WSSAF at large, shall serve for a period of two years or until he or she may resign and be replaced in the same manner to serve the balance of the two-year term. There will be no limit on the number of two-year terms that a person may serve if reappointed. In the fwst period of the establishment of the WSSAF Foundation, Position 1 will serve for 3-years during the creation of the Foundation to establish a staggered rotation between the two-year terms of positions 1 and 2.
Position 2 - A member of WSSAF at large, shall serve for a period of two years or until he or she may resign and be replaced in the same manner to serve the balance of the two-year term. There will be no limit on the number of two-year terms that a person may serve if reappointed.
Position 3 - A member of WSSAF at large who is or has within the last three yews been a faculty or staff member from an SAF-accredited forestry school in the state of Washington. Position 3 shall serve for a period of three years or until he or she may resign and be replaced in the same manner to serve the balance of the three-yeu term. There will be no limit on the number of three-year terms that a person may serve if reappointed.
Position 4 - A member of WSSAF at large who is familiar with foundation-type investing shall be appointed to serve for a period of three years or until he or she may resign and be replaced in the same manner to server the balance of the three-year term. There will be no limit on the number of three-year terms that a person may serve if appointed, with the exception that Position 4 will serve for two-year during the first cycle to help establish a staggered rotation between Positions 3 and 4.
Position 5 - The immediate Past Chair of the WSSAF Executive Committee or if that person is not available, any past chair shall be appointed by the current WSSAF Chair. If position 5 becomes vacant, the current WSSAF Chair shall appoint any past chair of WSSAF to fill the remainder of the term.
The Chair-elect of the WSSAF Executive Committee shall serve during their tenure as Chair-elect as a non-voting member of the Foundation Board.
article v: section 2
Board Chair - The Chair for the Foundation Board of Trustees shall be elected by the Board of Trustees from among Board members to serve for a term of one year. The Board Chair will appoint a Secretary and other officers as necessary.
article v: section 3
Trustee Appointments = All new appointments to the Board of Trustees shall require confirmation by the WSSAF Executive Committee.
article vi: section I
Committees = Standingc ommittees of the Board of Trustees shall be Finance, Promotion and Fund-Raising, Student/Chapter Relations, and Audit. A Tmstee appointed by the Foundation Chair will chair each committee. Actions or recommendations of committees shall be subject to approval of the Board of Trustees.
article vi: section 2
Finance Committee - This committee shall have general control of Foundation funds. It shall recommend where funds are to be deposited, how invested, and other such similar matters pertinent to the handling of funds. It shall prepare an annual budget covering the administrative functions and dispersals of Foundation funds, for review by the WSSAF Executive Committee.
article vi: section 3
Promotion and Fund-Raising Committee - This committee shall plan for and mmge for preparation of promotional materials, events, advertising, and other means for raising Foundation funds.
article vi: section 4
Student/Chapter Relations Committee - This committee shall prepare rules and/or guidelines for selection of student recipients of educational scholarships or other student benefits. This committee will work with designated faculty from SAF-accredited forestry schools in Washington State and local Chapter representatives serving as liaisons for high schools. The committee shall establish procedures for student contacts, awards, and follow-up with beneficiaries.
This committee shall also establish rates and/or guidelines for selection of recipients of grants or other beneficiary activities approved by the Board of Trustees and the WSSAF Executive Committee.
article vi: section 5
Audit Committee - The Audit Committee shall annually review the Foundation accounts and present a report to the Board of Trustees. A copy of the report shall be included in the Finance Committees report to the WSSAF Executive Committee.
article vi: section 6
Special Committees - The Foundation Chair may establish special committees as deemed necessary by the Board of Trustees.
article vii: section 1
Officers - The officers of the Foundation shall be the officers of the Board of Trustees and shall consist of Chair, Vice-Chair, and Treasurer. The Secretary to serve the Bound shall be a member of WSSAF but need not be a Trustee.
article vii: section 2
Duties of Officers - Each officer shall have the powers and duties customarily incident to his/her office subject to the direction and control of the Board of Trustees. The Chair shall be the Chief Executive Officer for the Foundation and the Vice-Chair shall perform the Chair's duties in his/her absence. The Secretary shall provide copies of the approved Bound minutes to the WSSAF current Chair and Secretary.
article viii: section 1
Meetings - Trustees shall meet at least twice each yea as called by the Chair.
article viii: section 2
Notice - Meetings of the Board shall be held at the time and place specified in the notice or by action of the Board. Notice of such meetings shall be given each Trustee in writing and mailed not fewer than seven days in advance of the meeting.
article viii: section 3
Quorum - A majority of the Board shall be required to pass a motion.
article ix: amendment of by-laws
These By-Laws my be amended by a unanimous vote of the Trustees and with approval from the WSSAF Executive Committee.
article x: dissolution
In the event of dissolution of the WSSAF Foundation, the Board of Trustees shall, after paying or making provisions for satisfaction of the liabilities of the Foundation, transwer all of the assets of the Foundation to the WSSAF Executive Committee.
These By-Laws were approved by the Washington State Society Of American Foresters Executive Committee in 2004.