Bylaws of Invest in Youth

For internal use only. Not for distribution.

ARTICLE I NAME AND PURPOSES

Section 1.01. Name. The name of the organization is Invest in Youth.

Section 1.02. Purpose. The corporation is organized exclusively for charitable, educational, religious and/or scientific purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal tax code.

Invest in Youth’s specific purpose is to address the needs of students in Seattle public elementary schools who have been identified as under-performers or those lacking in consistent one-on-one adult attention by providing individual after-school tutors. The organization focuses on homework and related academic skills. Invest in Youth tutors stress organization and accountability while setting expectations and showing compassion to the students.

The organization’s maxim is one hour, one child, one day a week equals a lifetime of dividends.

ARTICLE II BOARD MEMBERSHIP

Section 2.01. Qualifications. Membership may be granted to any individual that supports the mission and purposes of the organization upon election by a majority of the board.

Section 2.02. Termination of Membership. The board of directors, by affirmative vote of two-thirds of all of the members of the board, may suspend or expel a member, and may, by a majority vote or those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership.

Section 2.03. Meetings. The board of directors shall meet at least six times annually at times and locations designated by the board. An annual meeting shall be held when determined by the board of directors and at such time and place as designated by the board of directors. A minimum of a majority of the members present in person or by telephone shall constitute a quorum for transaction of business.

ARTICLE III AUTHORITY AND DUTIES OF DIRECTORS

Section 3.01. Authority of Directors. The board of directors is the policy-making body and may exercise all the powers and authority granted to the corporation by law.

Except as otherwise provided in these bylaws, the board of directors by resolution may authorize any director to enter into a contract or execute an instrument in the name of and on behalf of the corporation. This authority may be general or it may be confined to one or more specific matters. No director purporting to act on behalf of the corporation shall have any power or authority to bind the corporation in any way or to render the corporation liable for any purpose or in any amount, unless that person was acting with authority duly granted by the board of directors as provided in these bylaws.

Section 3.02. Number, Selection, and Tenure. The board shall consist of not fewer than twelve (12) directors. Terms shall begin the first day of the fiscal year, July 1. Each director shall serve a three-year term of office and may not serve more than two (2) consecutive terms of office.

Vacancies existing for any reason including resignation, death, incapacity or removal before the expiration of his/her term shall be filled by a majority vote of the remaining directors. In the event of a tie vote, the chair shall choose the succeeding director.

Section 3.03. Resignation. Resignations from the board are effective upon receipt by the Secretary of the corporation of written notification.

Section 3.04. Notice. Meetings may be called by the chair or at the request of any two (2) directors by notice emailed, mailed or telephoned to each member of the board not less than forty-eight (48) hours before such meeting. Section 3.05. Quorum. A quorum shall consist of a majority of the board attending in person or through teleconferencing. All decisions will be by majority vote of those present at a meeting at which a quorum is present. If less than a majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting on occasion without further notice.

Section 3.05. Quorum. A quorum shall consist of a majority of the board attending in person or through teleconferencing. All decisions will be by majority vote of those present at a meeting at which a quorum is present. If less than a majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting on occasion without further notice.

Section 3.06. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the board of directors (including amendment of these bylaws) or of any committee may be taken without a meeting if all the members of the board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the board or of the committee as the case may be.

Section 3.07. Committees. The board of directors may, by resolution adopted by a majority of the directors in office, establish committees of the board composed of at least two (2) persons. The board may make such provisions for appointment of the chair of such committees; establish such procedures to govern their activities, and delegate thereto such authority as may be necessary or desirable for the efficient management of the property, affairs, business, and activities of the corporation.

Section 3.08. Reimbursement. Directors shall serve without compensation with the exception that expenses incurred in the furtherance of the corporation’s business are allowed to be reimbursed with documentation and prior approval. In addition, directors serving the organization in any other capacity, such as a site coordinator or staff, are allowed to receive compensation therefore. Section 3.09. Salaries. The board of directors may cause the corporation to enter into employment agreements with any officer of the corporation. Unless provided for in an employment agreement between the corporation and an officer, all officers of the corporation serve in their capacities without compensation.

Section 3.09. Salaries. The board of directors may cause the corporation to enter into employment agreements with any officer of the corporation. Unless provided for in an employment agreement between the corporation and an officer, all officers of the corporation serve in their capacities without compensation.

Section 3.10. Paid Staff. The board of directors may hire site coordinators and paid staff as they deem proper and necessary for the operations of the corporation. The powers and duties of the paid staff shall be as assigned or as delegated to be assigned by the board.

ARTICLE IV AUTHORITY AND DUTIES OF OFFICERS

Section 4.01. Officers. The officers of the corporation shall be a chair, vice-chair, treasurer and secretary, and such other officers as the board of directors may designate. All officers are members of the board of directors and shall adhere to the authority and duties of directors as outlined in Article III as well as the authority and duties of officers in this section.

Section 4.02. Appointment of Officers; Terms of Office. The officers of the corporation shall be elected by the board of directors at regular meetings of the board, or, in the case of vacancies, as soon thereafter as convenient. New officers may be created and filled at any meeting of the board of directors. Except as otherwise provided in an employment agreement that the corporation has with an officer, each officer shall serve until the directors at a regular or special meeting of the directors choose a successor or until removed. Officers and agents shall be chosen, serve for the terms, and have the duties determined by the directors. A person may hold two or more offices.

Terms of office may be established by the board of directors, but shall not exceed three (3) years. Officers shall hold office until a successor is duly elected and qualified. Officers shall be eligible for reappointment.

Section 4.03. Resignation. Resignations from an officer position are effective upon receipt by the Secretary of the board of a written notification.

Section 4.04. Removal. The board of directors, by affirmative vote of two-thirds of all of the members of the board, may suspend or expel an officer, and may, by a majority vote or those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership. Any such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.05. Chair. The chair shall be a director of the corporation and will preside at all meetings of the board of directors. The chair shall perform all duties attendant to that office, subject, however, to the control of the board of directors, and shall perform such other duties as on occasion shall be assigned by the board of directors.

Section 4.06. Vice-Chair. The vice-chair shall be a director of the corporation and will preside at meetings of the board of directors in the absence of or request of the chair. The vice-chair shall perform other duties as requested and assigned by the chair, subject to the control of the board of directors.

Section 4.07. Secretary. The secretary shall be a director of the corporation and shall keep the minutes of all meetings of the board of directors.

Section 4.08. Treasurer. The treasurer shall be a director of the corporation and shall report to the board of directors at each regular meeting on the status of the corporation’s finances. In conjunction with other directors or officers, the treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the corporation are made available to the board of directors. The treasurer shall chair the finance committee and oversee the management of bank and investment accounts

ARTICLE V INDEMNIFICATION

Every member of the board of directors, officer or employee of the corporation may be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the board, officer, or employee of the corporation, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the board approves such settlement and reimbursement as being in the best interest of the corporation. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the board, officer or employee is entitled.

Indemnification shall be governed by Section 3.01.

ARTICLE VI ADVISORY BOARDS AND COMMITTEES

Section 6.01. Establishment. The board of directors may establish one or more advisory boards or committees.

Section 6.02. Size, Duration, and Responsibilities. The size, duration, and responsibilities of such boards and committees shall be established by a majority vote of the board of directors.

ARTICLE VII FINANCIAL ADMINISTRATION

Section 7.01. Fiscal Year. The fiscal year of the corporation shall be July 1 to June 30, but may be changed by resolution of the board of directors.

Section 7.02. Checks, Drafts, Etc. The only board members authorized to sign on behalf of IIY as it relates to all financial payments or obligations (including but not limited to checks, payments of money, bills of lading, warehouse receipts, other obligations, bills of exchange and insurance certificates) are limited to the treasurer, chair, or executive director. Committing the corporation for financial obligations or payments for major expenditures, including but not limited to those incurred for events such as the annual golf tournament and gala, shall be approved via resolution of the board of directors.

All financial payments or obligations as outlined above shall be signed or endorsed by such officer or officers or agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors or of any committee to which such authority has been delegated by the board.

Such authority shall be governed by Section 3.01, Authority of Directors.

Section 7.03. Deposits and Accounts. All funds of the corporation, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the board of directors or any committee to which such authority has been delegated by the board may select, or as may be selected by the chair or by any other officer or officers or agent or agents of the corporation, to whom such power may from time to time be delegated by the board.

For the purpose of deposit and for the purpose of collection for that account of the corporation, checks, drafts, and other orders of the corporation may be endorsed, assigned, and delivered on behalf of the corporation by any officer or agent of the corporation. Section

7.04. Investments. The funds of the corporation may be retained in whole or in part in cash or be invested and reinvested on occasion in such property, real, personal, or otherwise, or stock, bonds, or other securities, as the board of directors in its sole discretion may deem desirable, with regard to the limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments, and which are permitted to organizations exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code.

ARTICLE VIII BOOKS AND RECORDS

Correct books of account of the activities and transactions of the corporation shall be kept and maintained in Google Documents or a similar secure, cloud-based/shared access platform. This shall include a minute book, which shall contain a copy of the certificate of incorporation, a copy of these bylaws, and all minutes of meetings of the board of directors.

ARTICLE IX AMENDMENT OF BYLAWS

These bylaws may be amended by a majority vote of the board of directors, provided prior notice is given of the proposed amendment in the notice of the meeting at which such action is taken, or provided all members of the board waive such notice, or by unanimous consent in writing without a meeting pursuant to Section 3.08.

Last update: March 2019