BY-LAWS

OF
Family Promise of Pierce County
(Operating as Family Promise of Puget Sound)

ARTICLE I

Definitions

The purpose of these By-laws is to establish the governance framework for Family Promise of Puget Sound, ensuring that the organization operates in furtherance of its mission to empower families experiencing housing insecurity in Puget Sound through intervention, prevention, and stabilization services.

*All website content should reflect this positive and empowering message.*

Section 1. In these By-Laws and for the purposes hereof:

(a) “Corporation”: shall mean Family Promise of Pierce County, a Washington non-profit corporation.
(b) “DBA” or “Operating Name”: shall mean Family Promise of Puget Sound, under which the Corporation conducts its operations and services across the Puget Sound region, in compliance with the Family Promise National Affiliation Agreement’s requirement for a geographically descriptive name.
(c) “Charter”: shall mean the Certificate of Incorporation of Family Promise of Pierce County as from time to time amended.
(d) “Director” or “Directors”: shall mean a member or members of the Board of Directors of the Corporation who have been elected in accordance with the provisions of these By-Laws.
(e) “Board”: shall mean the Board of Directors of the Corporation.
(f) “Officer”: shall mean individuals appointed by the Board to carry out the business of Family Promise in accordance with the provisions of these By-Laws. The Officer positions are: Board Chair/President, Vice Chair, Treasurer, Secretary and such other officers as the Board shall designate pursuant to these By-Laws.
(g) “Affiliation Agreement”: refers to the agreement between Family Promise of Pierce County and Family Promise, Inc., outlining the terms and conditions of their affiliation.

ARTICLE II

Board of Directors

Section 1. General Powers.

The business of the Corporation, except as otherwise expressly provided by law or by the Certificate of Incorporation, shall be managed by the Board of Directors.

Section 2. Number, Election and Term of Office.

The Board of Directors shall consist of not fewer than seven (7) members. The number of Directors may be changed from time to time by the Board to any number of not less than three (3) (Washington State minimum), provided that the number shall not fall below the minimum required by the Family Promise National Affiliation Agreement (currently seven). Directors shall be elected at the Annual Meeting of the Board. Each Director shall serve for a term of three (3) years. A Director may serve a maximum of two (2) consecutive full terms. After serving two consecutive full terms, a Director must rotate off the Board for at least one (1) year before being eligible for re-election. Terms shall be staggered to ensure continuity of governance.

Section 3. Qualifications.

Directors shall be individuals who are committed to the mission of Family Promise of Puget Sound and possess skills and expertise beneficial to the governance and strategic direction of the organization. All members of the Board of Directors are expected to uphold and abide by the Family Promise of Puget Sound Code of Ethics. This Code articulates the core values and ethical principles that guide the conduct of all individuals associated with the organization, including staff and volunteers. The Board commits to governance decisions and actions that are consistent with the spirit and letter of this Code and the organization’s mission. The Board of Directors shall strive to include representation from all counties served within the expanded Puget Sound area, reflecting the diversity of the communities served. The Nominating Committee shall actively seek and recommend candidates who contribute to this geographical diversity. While not a strict numerical requirement per county, the Board shall make a strong effort to ensure broad regional representation.

Section 4. Vacancies.

Any vacancy occurring in the Board of Directors, including a vacancy resulting from an increase in the number of Directors, may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall serve for the unexpired term of their predecessor. Such partial term shall not count towards the Director’s term limits.

Section 5. Resignation and Removal.

Any Director may resign at any time by giving written notice to the Board Chair or Secretary. Such resignation shall take effect at the time specified therein, or, if no time is specified, upon receipt thereof. Any Director may be removed, with or without cause, by a majority vote of the Directors then in office.

Section 6. Annual Meeting

The annual meeting of the Board of Directors shall be held in June, at such time and place as the Board of Directors shall determine, for the purpose of electing Directors and Officers and for the transaction of such other business as may come before the meeting.

Section 7. Regular Meetings.

Regular meetings of the Board of Directors shall be held eleven (11) times per year, specifically on the second Thursday of each month, at such time and place as the Board of Directors may determine. Regular meetings may be scheduled or rescheduled by resolution of the Board.

Section 8. Special Meetings.

Special meetings of the Board of Directors may be called by the Board Chair or by a majority of the Directors then in office. Notice of any special meeting shall be given at least five (5) days prior thereto by written notice delivered personally, by mail, or by email to each Director at their address as shown in the records of the Corporation.

Section 9. Quorum.

A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. (Washington State minimum is a majority.)

Section 10. Manner of Acting.

The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these By-Laws.

Section 11. Compensation.

Directors shall not receive any compensation for their services as Directors, but may be reimbursed for expenses incurred in the performance of their duties as Directors, in accordance with policies approved by the Board.

Section 12. Remote Participation.

Directors may participate in a meeting of the Board 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, and participation by such means shall constitute presence in person at a meeting.

ARTICLE III

Officers

Section 1. Officers.

The officers of the Corporation shall be a Board Chair/President, a Vice Chair, a Secretary, and a Treasurer. The Board may also designate such other officers as it deems necessary. (Washington State law requires a president, one or more vice presidents, a secretary, and a treasurer. The president and secretary cannot be the same person.)

Section 2. Election and Term of Office.

The officers shall be elected annually by the Board of Directors at its annual meeting. Each officer shall hold office for one (1) year or until their successor shall have been duly elected and qualified, or until their earlier resignation or removal. Officers may be re-elected for consecutive terms.

**(New Provision)** The organization’s goal is for officer roles (Board Chair/President, Vice Chair, Secretary, Treasurer) to ideally rotate among representatives from different served counties within the Puget Sound region over time, whenever practicable. The Nominating Committee shall consider this goal when proposing a slate of officers.

Section 3. Removal.

Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby.

Section 4. Vacancies.

A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Duties of Officers.

The duties of the officers are as follows:

(a) Board Chair/President:: The Board Chair/President shall be the principal officer of the Corporation and shall, subject to the control of the Board of Directors, supervise and control all of the business and affairs of the Corporation. They shall preside at all meetings of the Board of Directors. They may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws or by statute to some other officer or agent of the Corporation; and in general shall perform all duties incident to the office of Board Chair/President and such other duties as may be prescribed by the Board of Directors from time to time.
(b) Vice Chair:: In the absence of the Board Chair/President or in the event of their inability or refusal to act, the Vice Chair shall perform the duties of the Board Chair/President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Board Chair/President. The Vice Chair shall perform such other duties as from time to time may be assigned to them by the Board Chair/President or by the Board of Directors.
(c) Secretary:: The Secretary shall keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; keep a register of the post office address of each Director; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to them by the Board Chair/President or by the Board of Directors.
(d) Treasurer:: The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VII of these By-Laws; 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 them by the Board Chair/President or by the Board of Directors.

Section 6. Chief Executive Officer (CEO).

The Board of Directors may employ a Chief Executive Officer (CEO) who shall be responsible for the day-to-day operations of the Corporation and shall report directly to the Board. The CEO shall be an ex officio, non-voting member of the Board of Directors and all committees, except where their presence would create a conflict of interest as determined by the Board or relevant committee.

ARTICLE IV

Meetings of the Board of Directors

Section 1. Notice of Meetings.

Written notice of any meeting of the Board of Directors shall be given at least five (5) days prior thereto by written notice delivered personally, by mail, or by email to each Director at their address as shown in the records of the Corporation.

Section 2. Waiver of Notice.

Attendance of a Director at any 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.

Section 3. Action Without a Meeting.

Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote of the Directors.

ARTICLE V

Committees

Section 1. General Provisions.

The Board of Directors may, by resolution adopted by a majority of the full Board, designate and appoint one or more committees, each of which shall consist of two or more Directors. Committees shall serve in an advisory capacity to the Board unless explicitly granted board power. Committee Chairs and members shall be appointed by the Executive Committee or the Board Chair with Board approval. Committees may include members who are not Directors, provided that the Chair of each committee (other than the Executive Committee) is a Director.

Section 2. Standing Committees.

The standing committees of the Corporation shall include, but not be limited to, the following:

(a) Executive Committee:

**(i) Composition:** The Executive Committee shall consist of the Board Chair/President, Vice Chair, Secretary, and Treasurer. The CEO shall be an ex officio, non-voting member.

**(ii) Powers and Duties:** The Executive Committee shall have and exercise the authority of the Board of Directors in the management of the business and affairs of the Corporation between meetings of the Board, except for certain major actions. The Executive Committee shall set policies, draft agendas for full board meetings, and oversee CEO performance.

(b) Finance Committee:

**(i) Composition:** The Finance Committee shall be chaired by the Treasurer and include other Directors and may include non-Director members.

**(ii) Powers and Duties:** The Finance Committee shall oversee the financial affairs of the Corporation, including budget development, financial reporting, and internal controls. It shall meet monthly to review financials, transactions, and approve payments.

(c) Resource Development Committee:

**(i) Composition:** The Resource Development Committee shall include Directors and may include non-Director members.

**(ii) Powers and Duties:** The Resource Development Committee shall be responsible for fundraising activities, donor cultivation, grant seeking, and public relations to ensure the financial sustainability of the Corporation. They will meet as needed and manage annual large events, focusing on building partnerships throughout the Puget Sound region.

(d) Human Resources Committee:

**(i) Composition:** The Human Resources Committee shall include Directors and may include non-Director members.

**(ii) Powers and Duties:** The Human Resources Committee shall oversee personnel policies, compensation, benefits, and staff development, and be responsible for the annual review of the Executive Director.

(e) Operational Committee:

**(i) Composition:** The Operational Committee shall include Directors and may include non-Director members, and will meet regularly with paid staff.

**(ii) Powers and Duties:** The Operational Committee shall provide oversight and accountability for the day-to-day operations of the Corporation, supporting the Executive Director and staff in ensuring the effective delivery of programs and services across the Puget Sound region.

Section 3. Special Committees and Task Forces.

The Board of Directors may establish special committees or task forces for specific purposes as needed. Such committees or task forces shall have a clearly defined scope and duration and shall be dissolved upon completion of their assigned tasks or at the discretion of the Board. Special committees and task forces shall serve in an advisory capacity to the Board.

Section 4. Committee Meeting Frequency.

Standing committees are expected to meet more frequently than the full Board to enable thorough discussion and preparation of recommendations for Board action. This structure supports a reduced schedule for full Board meetings, allowing for more strategic focus during Board gatherings.

ARTICLE VI

Miscellaneous

Section 1. Books and Records.

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of the Directors.

Section 2. Fiscal Year.

The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.

Section 3. Conflicts of Interest.

The Board of Directors shall adopt and regularly review a comprehensive Conflict of Interest Policy to ensure that Directors and Officers act in the best interests of the Corporation and avoid situations where personal interests conflict with the interests of the Corporation. All Directors and Officers shall adhere to this policy.

Section 4. Indemnification.

Each person who is or was a Director, Officer, or member of a committee of the Corporation shall be indemnified by the Corporation to the fullest extent permitted by the corporate laws of the State of Washington. The Corporation may purchase and maintain insurance on behalf of any such person.

Section 5. Document Retention Policy.

The Board shall adopt and periodically review a document retention policy to ensure proper management and disposition of corporate records. Proper documentation supports accountability to stakeholders, consistent with organizational values.

ARTICLE VII

Amendments to By-Laws

These By-Laws may be altered, amended, or repealed and new By-Laws may be adopted by a majority vote of the Directors present at any regular or special meeting, provided that at least ten (10) days’ written notice is given of intention to alter, amend, or repeal or to adopt new By-Laws at such meeting.

ARTICLE VIII

Dissolution

Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.