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<p>Northwest Educational Resources Association A Washington non profit corporation Bylaws Article I NAME This corporation shall be known as the Northwest Educational Resources Association. Article II PURPOSE AND OBJECTIVES This corporation is organized to promote fellowship and goodwill among the Pacific Northwest resource representatives to foster a better understanding of fair business relations in their dealings with educators and each other and promote and maintain the highest standard of ethics between members and the school people of the Pacific Northwest. Article III MEMBERSHIP Section 1 Membership shall be open to any representative who devotes his/her time to the promotion and sale of educational resources in the Pacific Northwest and fulfills the requirements of these By-laws. Section 2 Membership is open to eligible candidates regardless of sex race or religion Section 3 Membership is accorded to individuals and not companies. In the event of a employment change, an individual is responsible for updating his/her contact information to reflect the new company(ies) represented. Section 4 Annual application for membership shall be made via Northwest Educational Resources Association. The application shall show the applicants address, phone number, email address, territory, and company affiliation(s). It shall be accompanied by payment for one year’s dues. The membership year will be Aug 1- July 31. Section 5 All applications for membership are subject to review by the Board of Directors. If an applicant fails to qualify for Association Membership, he/she will be notified promptly by the President or the Secretary and his/her remittance shall be returned. Section 6 Members shall have full voting rights at the Annual Membership Meeting, in accordance with these Bylaws. Members are all persons who qualify as Members under the Bylaws and have paid dues established for the current calendar year. Section 7 Members have the right to hold office, to vote, to be listed in the membership directory, to receive newsletters and to participate in all social and business meetings. Section 8 The Association by a two-thirds vote of the membership, has the authority to expel any member from the Association for violation of the Association Bylaws or for unethical conduct. Any assertion must be submitted in writing to the Board of Directors which shall review the assertion against the Association Policy for Unethical Conduct which may be revised from time to time by the Board of Directors. Article IV DUES Section 1<span style="white-space: pre;"> </span> Dues shall be made payable to Northwest Educational Resources Association. The annual dues shall be paid on or before the second Thursday of the month that coincides with the beginning of the Corporation’s fiscal year. First time members and late renewals will pay an initiation fee. Section 2 Annual dues shall be set by board of directors and approved by the Membership. Dues shall be prorated at 60% of the annual membership rate for individuals seeking to join NeW ERA between Jan 1 and July 31. Section 3<span style="white-space: pre;"> </span>No member in arrears on payment of annual dues shall be eligible to vote or to enjoy any other privileges or benefits offered by Northwest Educational Resource Association. A Member’s interest in the Association shall terminate, without remuneration, upon their termination of membership, whether by nonpayment of dues or otherwise. Section 4<span style="white-space: pre;"> </span>Membership dues may be paid two (2) years in advance. Dues paid beyond the two-year period may be subject to an increase commensurate with any future increase in Northwest Educational Resource Association dues. Article V MEETINGS Section 1<span style="white-space: pre;"> </span>Member Meetings. There shall be at least three (3) general meetings of the Association annually. Meetings will be called by the President of the Board of Directors. Special meetings may be called by written request of ten or more Members.<span style="white-space: pre;"> </span> Section 2<span style="white-space: pre;"> </span>Quorum for Member Meetings. A quorum for any general meeting of the Association shall be 25% of the duly registered Members and the presiding officer (i.e., Association officer or Board member) who must be present at the Member Meeting. Section 3<span style="white-space: pre;"> </span>Notice. Notice of annual, general or special meetings shall be given to all Members not less than thirty (30) days before the meeting. Notices may be in writing and delivered or mailed to the Members at his or her address shown on the records of the corporation or may be given by personal telephone communication with each Member. Neither the business to be transacted at nor the purpose of any regular or additional 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. In an emergency, the seven days notice may be waived by approval of 2/3 of the Board of Directors. ARTICLE VI BOARD OF DIRECTORS Section 1<span style="white-space: pre;"> </span>Board Members. The Board of Directors of this Association shall consist of an immediate past president, president, vice-president, secretary/treasurer, and three members-at -large. Annual elections shall be held at the spring meeting. The term of office shall begin at the time of elections. Any Board member who must vacate his/her position, or is unable to fulfill responsibilities of position before the end of the term must notify the President. Any Board member may be removed by the affirmative vote of at least a majority 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. Any vacancy among officers or Board members occurring during the year shall be filled for the remainder of the year by a vote of the remaining Board members. Section 2<span style="white-space: pre;"> </span>Quorum. Five board members present at any meeting of the Board of Directors shall constitute a quorum for the transaction of business. Section 3<span style="white-space: pre;"> </span>Eligibility. Only paid-up members shall be eligible to hold office. All members of the Board of Directors shall be paid-up members during their tenure. Section 4<span style="white-space: pre;"> </span>Number. The Board of Directors shall consist of not less than two (2) nor more than seven (7) members from their numbers. New members shall be elected each year as members at large. Candidates for new Members at large shall be nominated by the Board of Directors. To the best of their ability, the board shall nominate candidates to maintain a balanced representation of Pacific Northwest as well as representatives of core and supplemental products and services. No Member shall serve on the board more than 7 consecutive years. The order of service will be as follows: 1st year Member-at-Large 2nd year Member-at-Large 3rd year Member-at-Large 4th year Secretary Treasurer 5th year Vice-President 6th year President 7th year Immediate past president Section 5 President Responsibilities: <span style="white-space: pre;"> </span>President shall serve a term of one year and shall not succeed him/her self. <span style="white-space: pre;"> </span>Ensure the board and staff members are fulfilling goals and standards of organization. <span style="white-space: pre;"> </span>Oversee annual objectives <span style="white-space: pre;"> </span>Ensure organization has an ongoing membership-building program. <span style="white-space: pre;"> </span>Oversee administrative operation of organization in compliance with the Constitution and Bylaws. <span style="white-space: pre;"> </span>Foster member communication. <span style="white-space: pre;"> </span>Encourage professional demeanor in accordance with the code of ethics <span style="white-space: pre;"> </span>Schedule and chair bi- monthly board meetings, <span style="white-space: pre;"> </span>Prior to the spring meeting, the president will appoint a nominating committee of at least three members chaired by the immediate past president who shall prepare a slate of nominees to be voted on by membership at the spring meeting <span style="white-space: pre;"> </span>Ensure timely elections are conducted. <span style="white-space: pre;"> </span>Manage an orderly leadership transition. <span style="white-space: pre;"> </span>Prepare his/her successor for office and provide on-going support as a mentor. Section 6 Vice President Responsibilities: <span style="white-space: pre;"> </span>Vice-President shall serve a one year term to be served during the year preceding the year he/she takes of the office of president <span style="white-space: pre;"> </span>Serve as the president-elect and perform the president’s duties if the president is not available <span style="white-space: pre;"> </span>Lead an ongoing membership-building program for recruitment, retention and goodwill. <span style="white-space: pre;"> </span>Encourage professional demeanor in accordance with the code of conduct. <span style="white-space: pre;"> </span>Manage an orderly leadership transition. <span style="white-space: pre;"> </span>Prepare his/her successor for office and provide on-going support as a mentor Section 7 Secretary/ treasurer <span style="white-space: pre;"> </span>Work with Executive Director to oversee the development of annual budget and review budget bi-monthly. <span style="white-space: pre;"> </span>Attend regular NeW ERA board meetings with a current status report on membership and budget. <span style="white-space: pre;"> </span>Arrange for a replacement if unable to attend meetings. <span style="white-space: pre;"> </span>Record, report, and preserve meeting minutes. <span style="white-space: pre;"> </span>Work with the Vice President and Executive Secretary to contact members who have not paid dues. <span style="white-space: pre;"> </span>Ensure the bank account has two signatures -- the NeW ERA Secretary/Treasurer and another designated NeW ERA board member residing in western Washington, within 30 days following the annual NeW ERA officer election. <span style="white-space: pre;"> </span>Pay all organization bills. <span style="white-space: pre;"> </span>Ensure physical and electronic records of all financial transactions are maintained. <span style="white-space: pre;"> </span>Present verbal and written financial reports bi-monthly at NeW ERA board meetings. <span style="white-space: pre;"> </span>Submit financial records to the incoming board for review within 30 days following the annual officer election and as requested. <span style="white-space: pre;"> </span>Prepare his/her successor for office and provide on-going support as a mentor. Section 8 BOARD MEMBER AT LARGE Responsibilities:  Be an advocate for members and educator clients for continuous Northwest Educational Resource Association improvement. <span style="white-space: pre;"> </span>Foster member communication with regular attendance of board meetings <span style="white-space: pre;"> </span>Attend bi-monthly Northwest Educational Resource Association board meetings <span style="white-space: pre;"> </span>Lead and support special projects as necessary... <span style="white-space: pre;"> </span>Prepare your successor for office and provide on-going support. Section 9 Immediate Past President Responsibilities: <span style="white-space: pre;"> </span>Prepare successor for office and provide on-going support. <span style="white-space: pre;"> </span>Chair the officer candidate selection committee to choose new officers. <span style="white-space: pre;"> </span>Guide the annual officer selection and election process. <span style="white-space: pre;"> </span>Ensure all Northwest Educational Resource Association board positions are filled for the succeeding term. <span style="white-space: pre;"> </span>Ensure an orderly leadership transition is achieved. ARTICLE VII DISSOLUTION SECTION 1 Upon dissolution of the corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed, in accordance with Northwest Educational Resource Association guidelines, to another organization with similar purpose and philosophy and with one or more exempt purposes within the meaning of section 501(c)(6) of the Internal Revenue Code, or the corresponding section of any future federal tax code. ARTICLE VIII ADMINISTRATIVE AND FINANCIAL Section 1 – Contracts. The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation in accordance with the Organizational Meeting Minutes or any duly adopted corporate resolution. Such authority may be general or confined to specific instances, and may be capped as to amount and number of signatories. Section 2 - Loans. No loans shall be contracted on behalf of the corporation 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. Section 3 - Loans to Officers and Directors. No loans shall be made by the corporation to its officers or Directors. Section 4 - Checks, Drafts All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed 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. Section 5 - Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board may select. Section 6 - Minutes of Meetings; Books and Records. The corporation shall keep correct and complete books and records of account, minutes of the proceedings of its members, Board and committees having authority of the Board, and such other records as may be necessary or advisable. All corporate minute books and records of the corporation may be inspected at the offices of the corporation by any Member or any Member\'s agent or attorney for any proper purpose at any reasonable time. Section 7 - Corporate Seal. The corporation shall not have a corporate seal. Section 8 -<span style="white-space: pre;"> </span>Accounting Year. The accounting year of the corporation shall be the twelve months ending in December. Section 9 - 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 IX INDEMNIFICATION Section 1<span style="white-space: pre;"> </span>To the full extent permitted by the Washington Nonprofit Corporation Act, the corporation shall indemnify any person who was or is a party 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 a or was a Director or officer of the corporation, or is or was serving at the request of the corporation as a Director or officer of another corporation, whether for profit or not for profit, against expenses (including attorneys\' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding; and the Board may, at any time, approve indemnification of any other person which the corporation has the power to indemnify under the Washington Nonprofit Corporation Act. The indemnification provided by this Article shall no be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract. The corporation may purchase and maintain indemnification insurance for any person to the extent provided by applicable law. ARTICLE X AMENDMENTS Section 1 These Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any meeting of the Board by a two thirds vote of the Board or by the written consent of each of the Directors. The foregoing Bylaws were adopted by the Board of Directors on , 20 . Secretary of the Board of Directors</p>
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