Article I: Mission

1.1 The Cascadia Region Earthquake Workgroup (CREW) is a not-for-profit corporation of private and public representatives working together to improve the ability of Cascadia Region communities to reduce the effects of earthquake events. Goals: Promote efforts to reduce the loss of life and property. Conduct education efforts to motivate key decision makers to reduce risks associated with earthquakes. Foster productive linkages between scientists critical infrastructure providers, businesses and governmental agencies in order to improve the viability of communities after an earthquake event.

Article II: Membership

2.1 Qualifications: Membership in the Corporation shall be open to individuals interested in Cascadia Region earthquake risk mitigation, including business, scientific and government organizations and individuals with training or experience in such areas as engineering, geology, seismology, regional planning, transportation systems, utility systems, manufacturing and other business activities, emergency management, risk management and other related disciplines. Membership by individuals from all parts of the Cascadia Region shall be encouraged.

2.2 Classes of Membership: There shall be six classes of membership: Active, Subscribing, Institutional, Retired, Student and Affiliate Members. Only Active Members shall be eligible to vote and hold office.

A) Active Members: Active Members shall be persons seriously interested in the advancement of regional hazard mitigation in the Cascadia region through the activities of private and public partners. Active members shall reside or work in the Cascadia Region, including those parts of northern California, Oregon, Washington, and British Columbia delineated by the Cascadia subduction zone.

B) Subscribing Members: Subscribing Members are persons, firms or corporations who make regular financial contributions to CREW.

C) Institutional Members: Institutional Members may be libraries, universities and other public organizations and private firms.

D) Retired Members: Upon application to the Board of Directors, Active Members having five (5) or more years of membership and being age 65 or more may be granted Retired Member status.

E) Student Members: Full-time college students with a valid interest in the objectives of CREW may be admitted as Student Members.

F) Affiliate Members: Affiliate Members reside and work outside of the CREW geographical region, but have a valid interest in the advancement of CREW objectives as may be determined by the Board of Directors in consultation with the Membership Committee.

2.3 Dues: Payment of dues may be imposed, withdrawn or otherwise modified as a requirement for membership by a two-thirds majority vote of the Board of Directors.

2.4 Application: Membership will be accomplished by filing a written application with the Secretary of the Corporation (see Article IV describing the position and duties of the Secretary) along with annual dues, if required.

2.5 Meetings:

A) Annual Meeting: An annual meeting shall be held each year at a place, day and hour to be scheduled by the Board of Directors (see Article IV describing the powers and duties of the Board of Directors).

B) Special Meetings: Special meetings of the membership may be called by the President (see Article IV describing the position and duties of the President), the Board of Directors, or on wntten request submitted to the Secretary by twenty-five percent of the members.

C) Place of Meeting: All meetings shall be at the Corporation’s principal administrative office, at the University of Washington, or at such other place within or outside the state of Washington designated by the Board.

D) Notice of Member’s Meetings: Written notice stating the place, day and hour of the annual meeting shall be mailed to all members not less than thirty (30) nor more than fifty (50) days before the date of the meeting. In the case of a special meeting, written notice stating the purpose(s) for which the meeting is called, in addition to the place, day and hour of the meeting, shall be mailed to all members not less than ten (10) nor more than fifty (50) days before the date of the meeting.

E) Participation by Telephone: Members may participate in annual or special meetings by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. The Board of Directors should make such equipment available at each annual or special members’ meeting. Participation by such means shall constitute presence in person at such a meeting.

F) Waiver of Written Notice: Whenever written notice is required by law, by the Articles or by these Bylaws, a written waiver signed by the member entitled to such notice, or his or her appearance at the meeting, shall be equivalent to 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.

2.6 Voting: Each Active Member is entitled to one vote on each matter submitted to a vote of members, and may vote in person or by proxy executed in writing by the member or his or her duly authorized attorney-in-fact.

2.7 Members’ Rights of Inspection: Each member of the Corporation shall have the following inspection rights, for a purpose reasonably related to such person’s interest as a member:

A) To inspect and copy the record of all members’ names, addresses and voting rights, at reasonable times, upon written demand on the Secretary, which demand shall state the purpose for which the inspection rights are requested.

B) To obtain from the Secretary, upon written demand on, and payment of a reasonable charge to, the Secretary, a list of the names, addresses and voting rights of those members entitled to vote for the election of Directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made within a reasonable time after the demand is received by the Secretary or after the date specified therein as of which the list is to be compiled.

C) To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the Secretary by the member, for a purpose reasonably related to such person’s interests as a member.

D) Members shall have such other rights to inspect the books, records and properties of this Corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.

Article III: Board of Directors

3.1 General Powers and Manner of Action: The affairs of the Corporation shall be managed by the Board of Directors (the “Board”), subject to the laws of Washington, the Corporation’s Articles of Incorporation and these Bylaws. Unless otherwise provided in the Corporation’s Articles or these Bylaws, the Board shall act by a simple majority vote of qualified Directors present at a meeting at which a quorum of qualified Directors are present. A qualified Director with respect to voting on a given Board action is one who does not have a material conflict of interest respecting that action (see Section 3.15 concerning conflicts of interest). Each member of the Board shall have one vote.

3.2 Compensation: Directors shall serve without compensation, except that the Board may reimburse Directors for the costs of attending meetings and may indemnify them for other costs as provided for elsewhere in the Corporation’s Articles of Incorporation, these Bylaws or as otherwise permitted by law.

3.3 Number of Directors: The Board shall consist of not less than nine (9) nor more than twenty-five (25) Directors, the specific number to be set by resolution of the Board, provided that no decrease in the number shall have the effect of shortening the term of any incumbent director.

3.4 Qualifications: All Active Members of record are eligible for selection, subject to the requirements for classes of Board representation stated in these Bylaws and any other limitations stated in the Articles of Incorporation or imposed by law. Qualified individuals may be found from the following among other backgrounds and professions, and may have experience in more than one area:

A) engineering, geology, seismology, regional planning and other science/technology backgrounds;

B) public or private sector emergency management which includes mitigation;

C) private sector manufacturing, retail, insurance, risk management, banking, finance, and telecommunications based industries and professional service providers;

D) transportation and utility systems;

E) health care and education.

3.5 Classes of Board Representation: Being that the Corporation desires to be responsive to the needs of its members and the public throughout the Cascadia Region and to ensure that diverse orientations and expertise are represented on the Board, the following representational requirements are established:

(i) British Columbia;

(ii) Washington;

(iii) Oregon;

(iv) Northern California.

B) Minimum Requirements for Representation of Diverse Areas of Expertise:

Each of the following areas of expertise shall be represented on the Board. Individuals who qualify as such a representative may also qualify as a representative of a geographic area as required at Section 3.5(A). A Director may have experience in more than one area. These requirements are minimum representation requirements only and can be exceeded at any time.

i) Science/Technology: Each of the following disciplines shall be represented by at least one Director:

(a) seismology;

(b) geology;

(c) engineering;

(d) regional planning.

(ii) Public Sector Emergency Management: Each of the following types of agency which include hazard/disaster mitigation as part of its scope of responsibilities, services or interests shall be represented by at least one Director. These requirements, as are the others listed, are minimum representation requirements only and can be exceeded at any time.

(a) a federal emergency management agency;

(b) a state emergency management agency (ideally one from each state in the region);

(c) a local emergency management agency;

(d) a Canadian emergency management agency.

(iii) Private Sector: Each of the following private sector activities shall be represented by at least one Director:

(a) industrial manufacturing;

(b) computer software and related technology;

(c) insurance/risk management;

(d) professional services/finance.

(iv) Miscellaneous: Each of the following areas of expertise shall be represented by at least one Director

(a) transportation systems;

(b) utility systems;

(c) health care.

(d) education

3.6 Selection of Directors:

A) Initial Directors are named in the Articles of Incorporation.

B) Successor Directors shall be elected by a majority vote at the Corporation’s annual meeting (see Section 2.5 governing the manner of member voting) The Board shall meet at least sixty (60) days prior to the Annual Meeting with the purpose in whole or in part of nominating at least one person who has or will agree to serve for each Board position. Members may also submit nominations to the Secretary prior to the Annual Meeting. The Board’s nominations will be announced in writing at least thirty (30) days prior to the Annual Meeting, together with the names of all nominations by the members received by the Secretary in time for inclusion. Nominations shall also be open from the floor at the Annual Meeting, and all volunteers shall be accepted and placed on the ballot.

3.7 Term of Office: The Initial Board of Directors shall serve until the first Wednesday of October 1997, at which time the Successor Directors shall meet and elect officers (see Section 3.13(D), concerning Standing Meeting for Election of Officers). Thereafter, except in the case of death, resignation or removal, Directors shall serve terms of one year, beginning the first Wednesday of October of each year. Directors may serve any number of consecutive terms.

3.8 Resignation: Any Director may resign at any time by delivering written notice to the President or Secretary or by given oral or written notice at any meeting of the Directors. Any such resignation shall take effect at the time specified therein; the acceptance of such resignation shall not be necessary to make it effective.

3.9 Removal: Directors may be removed with or without cause by a two-thirds vote of the members of the Corporation entitled to cast votes.

3.10 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 the unexpired term of his or her predecessor in office. The requirements for Board representation shall still apply.

3.11 Specific Powers: Unless otherwise limited by the Corporation’s Articles of Incorporation or these Bylaws, the Board shall have all those powers granted to a nonprofit corporation under Washington law and consistent with the requirements for tax exempt organizations under the United States Internal Revenue Code (“the Code”), specifically including authority:

A) To make contracts, incur liabilities, establish the authority for accepting gifts, in-kind contributions, grants or loans, and to otherwise take action as necessary to carry out the Corporation’s purposes;

B) To appoint, remove or suspend staff or agents of the Corporation, determine their duties and responsibilities, fix their compensation and require security bonds as deemed necessary;

C) To determine and approve a party or parties who shall have the authority on behalf of the Corporation to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and documents, and/or to receive a contribution, gift, bequest or devise for the Corporation’s nonprofit purposes;

D) To designate and appoint one or more committees by resolution of the Board, each of which shall include at least two Directors together with members of the Corporation, and to delegate the Board’s authority in the management of the Corporation, but such designation and appointment shall not operate to relieve the Board or any individual Director of any responsibility imposed upon it, him or her by law.

E) To take action as reasonable and necessary to prohibit the Board, its committees or any member or employee acting in their official capacity from authorizing or permitting any transaction which creates a conflict of interest or the appearance of impropriety by allowing a person or entity to exert improper influence over the Corporation’s activities;

F) To adopt a resolution authorizing the purchase and maintenance of insurance at the Corporation’s expense to protect itself and any Director, Officer, employee or agent of the Corporation against any expense, liability or loss arising out of his or her status as such, whether or not the Corporation would have the obligation to indemnify such persons against such expense, liability or loss under the Washington Business Corporation Act, as applied to nonprofit corporations.

3.12 Duty of Care: A Director shall perform the duties of a director, including the duties as a member of any committee of the Board upon which the Director may serve, in good faith, in a manner such Director believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. In performing the duties of a Director, a Director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:

A) One or more Officers or employees of the Corporation whom the Director believes to be reliable and competent in the manner presented;

B) Counsel, public accountants, or other persons as to matters which the Director believes to be within such person’s professional or expert competence; or

C) A Board Committee upon which the Director does not serve, duly designated in accordance with these Bylaws or the Articles of Incorporation, as to matters within its designated authority, which committee the Director believes to merit confidence; so long as, in any such case, the Director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.

3.13 Meetings:

A) Regular Meetings: Regular Meetings of the Board shall be held at such time and place as may be determined by the Board and shall be open to the members. These meetings provide a forum for the Board to work with the members to develop and scope projects and create teams to attain the Corporation’s goals. The Secretary shall give written notice of the time and place of regular meetings at least thirty (30) days prior to the meeting.

B) Special Meetings: Special meetings of the Board may be held at the request of the President, any five (5) Directors or, in the case of a committee meeting, by the chair-person of the committee. Special meetings shall be held at a place and time fixed by the person or persons calling the meeting. Written notice of special meetings shall be mailed (postmarked) at least seven (7) days prior to the meeting. Alternate notice, by telephone, facsimile or e-mail shall be given at least five (5) days before the meeting. Such notice, either written or alternate, shall include the time, place and purpose(s) of the meeting.

C) Annual Meeting: An annual meeting of the members shall be held each year at a place, day and hour to be scheduled by the Board of Directors. At that meeting, a financial report shall be distributed. The President shall report on operations for the fiscal year to date.

D) Standing Meeting for Election of Officers: A meeting of the incoming Board of Directors shall take place at the Corporation’s principal administrative office on the first Wednesday of October, beginning at 10:30 am, for the purpose of transferring control to and elections of officers by the incoming Board of Directors. The President and Treasurer of the outgoing Board shall also attend and report on operations for the just completed fiscal year. The notice provisions for Special Meetings of the Board contained in these Bylaws shall apply if the time or place of the meeting is to be changed, otherwise no notice is required.

E) Place of Meetings: All meetings shall be held at the principal office of the Corporation or at such other place within or outside of the state of Washington designated by the Board, by any person entitled to call a meeting or a by a waiver of notice signed by all Directors.

F) Meetings by Telephone: Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

G) Waiver of Written Notice: Whenever written notice is required by law, by the Articles of Incorporation or by these Bylaws, a written waiver signed by the Director entitled to such notice, or his or her appearance at the meeting, shall be equivalent to 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.

H) Quorum: Four-tenths of the Board shall constitute a quorum for the transaction of business at any meeting of the Board. If a quorum is not present at a meeting, a majority of the Directors present may adjourn the meeting without further notice.

I) Conduct of Meetings: Board meetings shall be conducted by the President or the Vice President or other designee.

J) Presumption of Assent: A Director of the Corporation present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action unless his or her dissent or abstention is entered in the minutes of the meeting, or unless the Director files a written dissent or abstention to such action with the person acting as secretary of the meeting before the meeting is adjourned or forwards such dissent or abstention by registered mail 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 the action.

3.14 Action by the 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 taken is signed by each of the Directors. Such written consents may be signed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same document. Any such written consent shall be inserted in the minute book as if it were minutes of a Board meeting.

3.15 Conflicts of Interests:

A) The Corporation shall develop a written policy concerning conflicts of interest, and adopt said policy by resolution of the Board, as reflected in the meeting minutes certified by the Corporation’s Secretary. All new Directors shall be advised of this policy, and shall sign acknowledgements that they have been so advised upon accepting appointment to the Board.

B) All conflicts of interest, direct or indirect, shall be disclosed to the Board and made a matter of record:

(i) Through completion of an annual questionnaire or similar procedure, and;

(ii) Before Board action, whenever a Director has an interest respecting a transaction effected or proposed to be effected by the Corporation, whether or not the Director stands to receive monetary or other tangible benefit.

(i) The existence of the Director’s interest in the transaction, and;

(ii) The nature of the Director’s interest in the transaction (whether arising from financial or familial relationships, professional or business affiliations, etc.), and;

(iii) The facts known to the Director respecting the subject matter of the transaction that a person would reasonably believe to be material to a judgment about whether to proceed with the transaction, unless the Director has a duty under law or professional cannon, or a duty of confidentiality to another person, with respect to such information about the transaction in question, such that they may not make the disclosure otherwise required by this subsection.

Article IV: Officers

4.1 General: The officers of the Corporation shall be: President, Vice President, Secretary, and Treasurer. All Officers must be Directors of the Corporation. An officer shall not hold more than one elected position simultaneously.

4.2 Election and Term of Office: The officers shall be elected by the Board, which should seek to maintain geographic and public/private sector diversity among the Officers. The incoming Board shall elect the Officers at its regularly scheduled meeting on the first Wednesday of October (see Section 3.13(D)). Officers shall hold office for one year or until their successors have been elected. An Officer may serve successive terms in office if so elected. To provide an opportunity for continuity, the Board should consider electing a Director to the position of Vice President who is willing to serve as President the following year if so elected.

4.3 Duties and authority: The officers shall have such authority and duties as may be determined by the Board including but not limited to the following:

A) The President shall, subject to the direction and supervision of the Board, be the Chief Executive Officer of the Corporation and shall have general and active control of its affairs and business, general supervision of its officers, agents, and employees, and the authority to perform all other duties incident to his or her office and such other duties as may be required by law, the Corporation’s Articles or Bylaws or which may be prescribed by the Board. The President shall preside over meetings of the Board and the Members. The President may sign deeds, mortgages, bonds, contracts, or other instruments, except when 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.

B) The Vice President shall exercise all of the functions of the President in the event of the latter’s death, resignation, removal, absence, inability or refusal to act, and shall have all the powers of and be subject to the same restrictions as the President when so acting. 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 also perform such other duties as from time to time are assigned by the President or the Board or are prescribed by law or by the Corporation’s Articles or Bylaws.

C) The Secretary shall see that all meeting and other notices are given in accordance with these Bylaws or as required by law; shall keep the minutes of all Board and member meetings; shall be the custodian of the Corporation’s seal and shall affix the seal to duly executed documents of the Corporation, shall be the Corporation’s Registered Agent for personal service of process, and shall file all necessary reports with the state and federal government. The Secretary shall also be the custodian of the Corporation’s records, including original or certified copies of its Articles, Bylaws and meeting records, including for each meeting its time and place of occurrence, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof Additionally, the Secretary shall maintain a list of all members and applicants. The Secretary shall make the Corporation’s records available for inspection at all reasonable times to any Director or his or her attorney-in-fact on request and to the Corporation’s members or others as required by law or the Corporation’s Articles or these Bylaws, and perform all other duties incident to the office and such other functions as directed by the Board.

D) The Treasurer shall be the principal financial officer of the Corporation and shall have the care and custody of all funds, securities, evidences of indebtedness, and other personal property of the Corporation; shall receive and give receipts for monies paid to the Corporation and shall deposit all such funds in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board; shall pay all bills, payrolls, and other debts of the Corporation and disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board, taking proper vouchers for such disbursements. The Treasurer shall also maintain adequate and correct accounts of the Corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses; shall prepare a financial report for the annual meeting and shall prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports. Additionally, the Treasurer shall exhibit at all reasonable times the books of account and financial records to any Director or to his or her attorney-in-fact on request therefor, and shall render to the President and  Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation, and shall perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Corporation’s Articles or these Bylaws, or which may be assigned to him or her from time to time by the Board

4.4 Checks and Notes/Joint Signatures Required: Except as otherwise specifically determined by resolution of the Board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness or distribution exceeding $1000.00 shall require the signature of any two officers of CREW.

4.5 Vacancies: Vacancies in the office of President, Vice-President, Secretary, and Treasurer shall be filled by majority vote of the Board within thirty (30) days of the vacancy. Such action may be taken by special meeting, including provisions for meeting by telephone, or by action without a meeting, as provided in the Corporation’s Bylaws (see Sections 3.13 (B), 3.12(F), and 3.14 respectively).

4.6 Absence: In the event of absence or inability of any officer to act, the Board may delegate the powers or duties of such Officer to any other Officer, Director or person whom it may select.

4.7 Removal: Any Officer may be removed at any time with or without cause by a two-thirds majority of the Board.

Article V: Board Committees

5.1 The Support Team: The Corporation shall maintain a Standing Committee, known as the Support Team, to provide administrative and logistical support and scientific advice to the Board and other committees as may from time to time be formed by the Board. The Support Team shall include each of the Officers of the Corporation, together with such other members of the Corporation and other persons as the Board so designates. The President shall preside over meetings of the Support Team. The Support Team shall keep regular minutes of its proceedings, cause them to be filed with the Corporate records and report the same to the Board at each meeting of the Board of Directors

5.2 Other Committees: The Board, by resolution adopted by a majority of the Directors, may designate and appoint one or more Temporary Committees or additional Standing Committees, which may also be known as Project Teams, each of which shall include a minimum of two Directors plus other members of the Corporation and other persons as possess the special expertise required to assist the Corporation in accomplishing its purposes and whom the Board so designates. Such 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 law, the Corporation’s Articles of Incorporation, these Bylaws or 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.

5.3 Board Responsibility: The designation and appointment of any such committee and the delegation of authority to that committee shall not operate to relieve the Board or any individual Director of any responsibility imposed upon it, him or her by law.

Article VI: Administrative Provisions

6.1 Fiscal Year: The fiscal year of the Corporation shall be October 1st to September 30th, unless otherwise fixed by action of the Board.

6.2 Corporate Seal: The corporate seal shall consist of a circle containing the letters CREW (the acronym for Cascadia Region Earthquake Workgroup); a depiction of a seismic wave and a tsunami; and the motto “Ahead of the Wave”. The seismic wave extends to the right beyond the circle and underscores the words “Cascadia Region Earthquake Workgroup” and “Northern California-Oregon-Washington-British Columbia”.

6.3 Rules of Procedure: The rules of procedure at meetings of the membership, Board and committees of the Board shall be rules contained in Robert’s Rules of Order on Parliamentary Procedure, newly revised, so far as applicable and consistent with these Bylaws, the Articles or any resolution of the Board.

6.4 Books and Records: The Corporation shall keep at its principal or registered office copies of the following:

A) The Corporation’s current Articles and Bylaws;

B) Correct and adequate records of the Corporation’s accounts and finances;

C) Records of the name and address of each Director of the Corporation and name and post office address of each officer;

D) Business licenses and permits;

E) IRS documents; and

F) Other records as necessary or advisable.

Article VII: Construction and Terms

7.1 Reference to Terms: All references in these Bylaws to the Articles of Incorporation shall be to the founding document of this corporation filed with the State of Washington and used to establish the legal existence of this corporation.

7.2 Conflicting Terms: If there is any conflict between the provisions of these Bylaws and the Corporation’s Articles of Incorporation, the provisions of the Articles of Incorporation shall govern.

7.3 Savings Provisions: Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.

Article VIII: Amendments

8.1 These Bylaws may be altered, amended or repealed by a two-thirds majority vote of the Board, provided the members of the Corporation are given at least thirty (30) days notice of the proposed amendment prior to the Board meeting at which the amendment is to be considered.

Article IX: Adoption

9.1 These Bylaws were adopted by resolution of the Corporation’s Board of Directors on the __________ day of____________________,1998