Issaquah Citizen Corps Council

Bylaws

(Adopted September 23, 2025 - Board of Directors Meeting)

ARTICLE 1. NAME AND PURPOSE 

The name of the organization shall be the Issaquah Citizen Corps Council, also known as ICC. For purposes of these Bylaws, the Issaquah Citizen Corps Council shall be referred to as “the Corporation.” 

ARTICLE 2. OFFICES AND GEOGRAPHICAL BOUNDARIES 

The principal office of the Corporation shall be located at its principal place of business or such other place as the Board of Directors (“Board”) may designate. The Corporation may have such other offices, either within or without the State of Washington, as the Board may designate or as the business of the Corporation may require from time to time. The Corporation is organized to serve Issaquah, Washington, and the surrounding communities. 

ARTICLE 3. MEMBERSHIP 

The Corporation shall have no members as defined in Section 24.03A.010(45) of the Washington Nonprofit Corporation Act. 

ARTICLE 4. BOARD OF DIRECTORS 

4.1 General Powers 

The affairs of the Corporation shall be managed by a Board of Directors (the “Board”). 

4.2 Number 

The Board shall consist of not less than three (3) nor more than twelve (12) Directors, the specific number to be set by resolution of the Board. The number of Directors 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 Director. 

4.3 Emeritus Director 

In recognition of their extraordinary service to the Corporation a Director who has served a minimum of two (2) consecutive terms on the Board may be eligible to be nominated and elected as a non-voting Emeritus Director, provided that an individual may elect out of Emeritus Director status at any time upon written notice to the Secretary or President of the Board. Emeritus Directors shall not be considered when establishing a quorum under these Bylaws. The term “Director” shall not include or refer to any “Emeritus Director.” 

4.4 Qualifications 

Directors shall have completed a CERT Basic Course and reside within the area served by the Corporation, described in Article 2. Additional qualifications may be prescribed by the Board by resolution or amendment to these Bylaws. 

4.5 Election of Directors 

4.4.1 Successor Directors 

Directors shall be elected at the annual meeting of the Board. The terms of the Directors shall be set so that the terms shall be staggered to the extent possible. 

4.6 Term of Office 

Unless a Director dies, resigns or is removed, he or she shall hold office for a term of three (3) years or until his or her successor is elected, whichever is later. Directors may serve two (2) consecutive terms and may be eligible for re-election after a twelve (12) month absence from the Board. 

4.7 Annual Meeting 

The annual meeting of the Board shall be held between January 1 and the last day of February in each year at a time established by the Board for the purposes of electing directors and officers and transacting such business as may properly come before the meeting. If the day fixed for the annual meeting is a legal holiday at the place of the meeting, the meeting shall be held on the next succeeding business day. If the annual meeting is not held on the date designated therefor, the Board shall cause the meeting to be held as soon thereafter as may be convenient. 

4.8 Regular Meetings 

4.7.1 Regular meetings of the Board shall be quarterly at a minimum. 

4.7.2 The Board will determine the time and place for meetings, and the Secretary will provide notice and the agenda via e-mail a minimum of five (5) calendar days prior.  

4.9 Special Meetings 

Special meetings of the Board or any committee designated and appointed by the Board may be called by or at the written request of the President, Vice President, or any two Directors, or, in the case of a committee meeting, by the chairperson of the committee. The person or persons authorized to call special meetings may fix any place within the Corporation’s service area as the place for holding any special Board or committee meeting called by them. 

4.10 Remote Meetings 

Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee using one or more means of remote communication through which all Directors may simultaneously participate with each other during the meeting. Participation by such means shall constitute presence in person at a meeting. 

4.11 Place of Meetings 

All meetings shall be held at the principal office of the Corporation or at such other place within the Corporation’s service area designated by the Board, by any persons entitled to call a meeting, or by a waiver of notice signed by all Directors. 

4.12 Notice of Special Meetings 

Notice of special Board or committee meetings shall be given to Directors in writing or by personal communication not less than two (2) days before the meeting. Notices in writing may be delivered to the Director by 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. Notice provided in an electronic transmission is effective when it is electronically transmitted to an address, location or system designated by the recipient for that purpose. 

4.13 Waiver of Notice 

4.13.1 In Writing 

Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Articles of Incorporation or applicable Washington law, 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 deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the waiver of notice of such meeting. 

4.13.2 By Attendance 

The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. 

4.14 Quorum 

A simple majority of the number of Directors in office shall constitute a quorum for the transaction of business at any Board meeting. If a quorum is not present at a meeting, a majority of the Directors present may adjourn the meeting without further notice. 

4.15 Manner of Acting 

The act of the majority of the Directors 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. 

4.16 Presumption of Assent 

A Director present at a Board meeting at which action on any matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention is entered in the minutes of the meeting, or unless such Director 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 to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action. 

4.17 Action by Board Without a Meeting 

Any action which could be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action so taken is executed by each of the Directors entitled to vote. Such written consents taken together shall constitute one and the same document. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board meeting. For purposes of these Bylaws, “executed” means: (a) writing that is signed; or (b) an email transmission that is sent with sufficient information to determine the sender’s identity. 

An issue deemed to be of an emergent nature may be voted upon electronically so long as(a) Directors have twenty-four (24) hours to respond; and (b) two-thirds of the Directors respond. If a quorum votes unanimously then the motion carries. If the motion is not carried the issue must be discussed at a meeting. 

4.18 Resignation 

Any Director or Emeritus Director may resign at any time by delivering written notice to the President or the Secretary via electronic mail, or by giving oral or written notice at any meeting of the Directors. 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. 

4.19 Removal 

At a meeting of the Board, one or more Directors may be removed from office by a two-thirds (2/3) vote by the remaining Directors then in office. All Directors must attend a meeting in which a removal vote is occurring. A Director may submit his or her vote by Proxy. 

4.20 Vacancies 

A vacancy in the position of Director may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board. A Director who fills a vacancy shall serve for the unexpired term of his or her predecessor in office. 

4.21 Board and Advisory Committees 

4.21.1 Board Committees 

The Board, by resolution adopted by a majority of the Directors then in office, may designate and appoint one or more standing or temporary committees, each of which shall consist of two (2) or more Directors and may include active members of the Issaquah CERT community, if specified by such resolution and the committee charter. Such Board committees shall have and exercise the authority of the Directors in the management of the Corporation, subject to such limitations as may be prescribed by the Board; except that no committee shall have the authority to:  (a) amend, alter or repeal these Bylaws; (b) elect, appoint or remove any member of any other committee or any Director or officer of the Corporation; (c) amend the Articles of Incorporation; (d) adopt a plan of merger or consolidation with another corporation; (e) authorize the sale, lease or exchange of all or substantially all of the property and assets of the Corporation not in the ordinary course of business; (f) authorize the voluntary dissolution of the Corporation or revoke proceedings therefor; (g) adopt a plan for the distribution of the assets of the Corporation; or (h) 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 Director of any responsibility imposed upon it, him or her by law. 

(a) Nominating Committee  

The Nominating Committee, consisting of no less than three (3) and no more than five (5) members, may be elected as needed at any Board meeting by majority Board vote. The Nominating Committee shall be elected by October 31preceding the annual meeting. 

The Nominating Committee shall consist of at least one (1) Director and a combination of Directors and active Issaquah CERT volunteers. No Director whose term is up for re-election shall serve on the Nominating Committee. Any Director or Issaquah CERT volunteer may recommend candidates to the Nominating Committee for review.  

The Nominating Committee shall: 

• Evaluate the Board’s composition and needs. 
  
• Evaluate, recruit, interview and present a slate of qualified candidates for Board positions to the full Board for election.  
  
• Accept letters of interest for officer positions and present them to the Board. 

4.21.2 Advisory Committees 

The Board may designate and appoint one or more advisory committees, each of which may consist of at least one (1) Director and one (1) or more 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.     

4.21.3 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. 

4.21.4 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. 

4.21.5 Removal of Committee Member 

The Board, by resolution adopted by a majority of the Directors in office, may remove from office any member of any committee elected or appointed by it. 

4.22 Compensation 

The Directors shall receive no compensation for their service as Directors but may receive reimbursement for expenditures incurred on behalf of the Corporation. 

ARTICLE 5. OFFICERS 

5.1 Number and Qualifications 

The officers of the Corporation 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 two or more offices may be held by the same person, except the offices of President and Secretary. 

5.2 Election and Term of Office 

The officers of the Corporation shall be elected each year by the Board at its annual meeting. Unless an officer dies, resigns, or is removed from office, he or she shall hold office until the next annual meeting of the Board or until his or her successor is elected. 

5.3 Resignation 

Any officer may resign at any time by delivering written notice to the President, the 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. 

5.4 Removal 

Any officer or agent elected or appointed by the Board may be removed from office by a majority vote of 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. 

5.5 Vacancies 

A vacancy in any office created by any cause may be filled by the Board for the unexpired portion of the term or for a new term established by the Board. 

5.6 President 

The President shall, subject to the Board’s control, supervise and control all of the assets, business and affairs of the Corporation.  The President shall preside over meetings of the Board. 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 Corporation 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. 

5.7 Vice President 

In the event of the incapacity of the President or his or her inability to act, 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 him or her by the President or the Board. 

5.8 Secretary 

The Secretary shall: (a) create the agenda for each meeting of the Board, soliciting input from Directors and distributing the agenda in advance of the meeting; (b) keep or cause to be kept the minutes of meetings of the Board, and minutes which may be maintained by committees of the Board; (c) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (d) be custodian or ensure the safe custody of the corporate records of the Corporation; (e) keep records of full contact information of each Director and each officer; and (f) 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. 

5.9 Treasurer 

If requested by the Board, the Treasurer shall give a bond, funded by the Corporation, for the faithful discharge of his or her duties in such amount and with such surety or sureties as the Board may determine. The Treasurer shall: (a) have charge and custody of and be responsible for oversight of all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and ensure the deposit all such moneys in the name of the Corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws; (c) provide financial reports to the Board at its meetings and on request; (d) 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 to him or her by the President or the Board. 

ARTICLE 6. ADMINISTRATIVE PROVISIONS 

6.1 Checks, Drafts, Etc. 

All checks, electronic transfers, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation shall be signed or authorized by such officer or officers, or agent or agents, of the Corporation and in such manner as is from time to time determined by resolution of the Board. 

6.2 Books and Records 

The Corporation 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 the Board, and any minutes which may be maintained by committees of the Board; records of the name and address of each Director, and each officer; and such other records as may be necessary or advisable. 

6.3 Accounting Year 

The accounting year of the Corporation shall be the twelve (12) months ending December 31. 

6.4 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. 

ARTICLE 7. AMENDMENTS 

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the vote of two-thirds (2/3) majority of the number of Directors in office. 

7.1 Submission 

Proposed amendments must be submitted to the Secretary at least two (2) weeks in advance of the regular Board meeting, to be sent to Directors with regular Board announcements. 

7.2 Modifications 

Modifications to correct spelling, punctuation, grammar, or to clarify wording without changing the intent can be approved at the same meeting in which they are initially presented to the Board. No prior presentation or notification is required. 

The foregoing Bylaws were adopted by a majority of the Directors then in office at a meeting of the Board of Directors held on September 23, 2025 at which a quorum was present.