Okanogan Family Faire (OFF) Bylaws

(Revised January 2005)  

Article I

Name, Office, Mailing Address  

 

The name of the corporation shall be the Okanogan Family Faire. Its initial office shall be at *1676 Hwy. 20 E., Tonasket, Washington 98855.  It's mailing address shall be  P.O. Box 761, Tonasket, WA  98855, or such other office or mailing address as established by the Board.

 

Article II

Purpose

 

 The purpose of the corporation shall be to hold the Okanogan Family Faire, hereinafter called the ''Faire''. The purpose of this charitable corporation is to provide this, and other community events, which support public education on a broad range of traditional, rural, economic and spiritual values that reflect respect for the diversity of all people, wildlife and the earth.

 

Article III

Dates of the Faires

 

The Okanogan Family Faire, and other events shall be held at such times and places as the Board of Directors, in collaboration with the Faire/event coordinators, with input from the membership, shall determine.

Article IV

Fiscal Year

 

The Fiscal year of the Faire shall be the Calendar year, or such other fiscal year as set by the Board.

 

Article V

Members

 

 1) Membership:

a) Any vender, camper or volunteer who has paid their membership dues shall be considered a member of this organization. All members may attend all meetings (except special closed sessions of the Board of Directors) and give input. Voting members shall include members or charter members who have paid their dues and who have volunteered at least 8 hours time at or for an event(s) (as determined by Faire Coordinators).  

 

b) The Board of Directors may set forth the terms and conditions for charter memberships by Board resolution, including waiving of membership fee. Charter members shall have the same rights and liabilities as other members.  

 

c) Voting membership has the right to form a committee for the dispersal of funds as described in Article V11 under ''Board of Directors.

 

 

d) Charter membership shall be defined as a person who has volunteered 15 years within the 31 years of the Faire. Any person who has served this community for 15 years in the capacity of a Faire coordinator, a member of the Board or staff of the **Okanogan River Natural Foods Co-op, ***Community Cultural Project of Tonasket, Okanogan Highlands United Gatherings, Okanogan Highlands Alliance, Okanogan Community Conscience Fund, Okanogan Family Faire or having volunteered 100 hours per year for events or organizations such as the Barter Faire, Roots Mountain Reggae, Folk Fest, Tonasket Garlic Festival, Healing Gatherings, etc, within the first 31 years of the Faire.  

 

e) A Lifetime member shall be defined as someone who puts in 100 hours of volunteer time, per year, for seven (7) years, as defined under "charter membership," with the possible addition of future community organizations and/or events determined by the Board.  

 

2) Conditions: Any individual at least 18 years of age who subscribes to the purposes and policies of the Faire and has paid their annual membership fee may be deemed a member provided they abide by the Code of Conduct for Faire participants and terms and conditions of these bylaws, and act in accordance with policies and decisions approved by the Board of Directors. 

 

a) Membership does not guarantee admission to the Faire or other sponsored events. i.e. when the Faire site is full, or member does not follow conditions of Faire guidelines.  

 

b) Membership fee may be waived at the discretion of the Board for participants who are registered with the Faire, and/or who have participated in previous years as a volunteer, worker, instructor or performer.  

 

c) It is the responsibility of each voting member to register with the Faire and to promptly notify the Secretary of any change(s) of address. The voting member's right to receive notices pursuant to these bylaws or the Articles of Incorporation shall be deemed waived if the address on record with the Secretary is not the member's current address,

 

d) Dividend, Earning: No dividends or earnings of the Faire shall be payable to members, nor shall member have any interest in the assets of the Faire by virtue of being members. At the discretion of the   Board, and the Faire/event coordinators, the Faire may pay reasonable compensation for services rendered and authorize reimbursement for expenses incurred on behalf of the Faire.  

 

3) Duration of Membership:

 

a) All memberships shall continue for one year, and be automatically renewed upon compliance with Faire policies, conditions and fee requirements.

 

b) A member may resign from the Faire at any time by delivering a written notice of withdrawal to the Secretary of the Faire.

 

c) A member may be expelled, terminated or suspended from membership for failure to comply with these bylaws or any other rules, resolutions and/or policies of the Faire, or for actions contrary to the interests of the Faire. The notice shall specify a time and place at which the member will be provided an opportunity to be heard, orally or in writing. The hearing may be held by the Board or its designee. They shall make findings and then decide the issue of termination or suspension of membership.

 

d) Expulsion of a member from the Faire property, or expulsion, termination or suspension of volunteer position or status does not necessarily constitute expulsion, termination or suspension of membership.  

 

4) Rights of Membership:

  

a) All members may attend any meeting of this organization, as stated in Article VI.

 

b) Voting: See Article V, 1a

 

c) Information: Members shall be entitled to receive, upon request annual financial statement and shall have the right to inspect the corporate minutes and records upon reasonable notice. Members shall also be entitled to be informed on Board actions. A reasonable fee may be requested for the cost of copies.

 

d) Board Actions: Members may be present at any active Board meeting, except as otherwise specified by these bylaws. A member may also present proposals and suggestions to the Board and advocate their acceptance, in writing or at a Board meeting. In the event a member wishes to be heard at a Board meeting, the member shall schedule the matter to be discussed with the Secretary of the Faire. A member may ask the Board to reconsider its decisions or the decisions of coordinators or staff by scheduling the matter with the Secretary as provided above.  

 

Article VI

Meetings

 

1) Annual Meetings: An annual meeting of the members shall be called by the Board of Directors at a date to be fixed by the Board, but in no case later than December 15th. The purpose of the annual meeting shall be to elect the members of the Board of Directors, to present the members with a financial statement for the Faire, and to consider any other business that the Directors, Faire/event coordinators, or members may determine to be appropriate. Written notification of the annual meeting time, date and place will be posted at Faire sponsored events. A quorum of the board of directors is the minimum requirement to conduct business.

  

2) Council Meetings: Special meetings and councils may be called from time to time by the coordinators of the Faire to discuss and deal-with ongoing needs as well as the Faire's business and pleasures,

  

3) Committee meetings: Committees may be appointed and shall meet to discuss issues and make recommendations to the Board.

  

4) Special Meetings: Special meetings may be called by the Board of Directors, or upon petition of 25 or more voting members of the Faire. The time and place of any special meeting shall be set by the Secretary; provided, however that all such meetings shall take place in Okanogan County, WA within a reasonable time frame, but not more than ninety days from the date the petition is filed with the Secretary. In the case of a special meeting, notice shall be required the business of any special meeting shall be held to those matters as set forth in the notice.

  

5) Notice: Written notification of special meetings will be posted in the Oroville Gazette Tribune newspaper and at the Okanogan River Coop as required by law.

  

6) Quorum: For special meetings, if action is to be taken, 10 voting members need to be in attendance, in addition to a quorum of the Board of Directors. 

 

7) Voting: The adoption of any matter presented to the membership shall require a majority vote.

  

Article VII

The Board of Directors  

 

1) Powers: The board makes final decisions with regards to the Family Faire organization. An effort   will be made to collaborate with event coordinators with regards to these decisions. The Board is authorized to perform whatever acts appear reasonable, necessary or convenient to further the interest of the Faire. Such powers include, but are not limited to, creating committees, appointing coordinators for committees, entering into contacts; the purchase, lease and other acquisition of real and personal property, borrowing money, hiring employees and consultants, investing funds, developing and enforcing rules for participation in the Faire organization, as well as other events. Voting members can each year form a committee to review all grant applications and make advisory recommendations to the Board for approval. In the event that the board rejects portions of the recommendations, the Board would need to publicly be answerable to the membership.

  

2) Numbers, Alternates, Elections, Terms of Office:

 

a)  Number: The number of directors shall be 7, but the number may vary from time to time at the discretion of the Board of Directors. In no case shall the number of directors be fewer than 5 nor greater than 9. b)  Alternate Directors: In addition to regular Board members there may be up to two alternate directors and must be approved by the Board.

 

c)  Election: The Board of Directors shall be elected by the membership at the annual membership meeting, with a maximum of two consecutive terms. Each member shall have the right to vote for as many nominees as there are vacancies on the Board at the time the balloting closes. Votes for directors shall be sequentially numbered in order of preference.

  

d)  Term: Each director shall serve for two consecutive years, or until his or her resignation or end of term, whichever occurs first. Alternate directors serve only until the next annual membership meeting. 

e)  Removal of Directors:

 

1) A director may be removed from office with or without cause, by a vote of the membership at the annual meeting. A director may also be removed at a special meeting called pursuant to the requirement of notice as set forth in Article V1-4. The Board may suspend a director for a maximum of 60 days, with or without cause, requiring agreement of 2/3 of the Board. The director in question shall abstain from such a vote. Discussions of such matters shall be held in closed session. The board member in question shall attend only at the request of the board.

 

2) If a Board member or alternate misses three meetings in a row without notice to another board member, the Board may declare that seat vacant and appoint an alternate director.

 

f)  Vacancies on the board shall be filled by an alternate director. The term of office of any alternate director shall be until the next annual membership meeting, at which time the seat shall be filled by a vote of the membership. Vacancies occurring during an annual membership meeting, before the balloting is closed, shall be filled at that meeting.

 

g)  Committees & Coordinators: The Board may appoint committees and delegate such authority to the committees as the Board deems necessary, proper or convenient for the effective, lawful and beneficial operation of the Faire. Any committees so appointed shall report to the Board or to such other persons or committees as the Board may designate. The Board shall appoint such employees, coordinators, and other personnel as necessary to oversee the operation and planning of the activities of the Faire and other sponsored events, coordinators need not be directors. Coordinators may be removed by the Board with or without cause (Refer to Article V-4d.)

 

h)  Meetings: After the annual membership meeting, (which shall be held before December 15 of each year) the board of directors shall meet within six weeks. At this board meeting the board shall elect officers. At the first membership meeting, half of the board of directors shall be elected for a one-year term and the other half for a two-year term. At the end of each board meeting, a date and time for the next board meeting shall be set.

 

i)  Quorum: A majority of the directors, but in no case fewer than 4, shall constitute a quorum for the transaction of business.

 

j)  Voting: We strive for consensus, but in the event of a vote, majority rules. (Except as specifically required in other sections of the bylaws.)

 

k)  Policy of Decision Making: It shall be the expressed policy of the Faire that, except as provided below (under closed sessions), all meetings are open to members of the Faire, and that in acting on any matter before it, the Board shall give due consideration to the opinions and desires expressed by those members present.

 

l)  Closed Sessions: Closed sessions may be held at the discretion of at least two members of the Board of Directors.

  

Article VIII

Officers  

1) Officers: There shall be four officers; a President, Vice-president, Secretary, and Treasurer.  

 

a) Election/Term: The officers are to be elected by the Board of Directors at its first board meeting following the annual membership meeting. In the event that an office becomes vacant, an election or appointment can take place at any other board meeting. Each officer shall serve for one year, until the next election of officers.

 

b) Treasurer: The responsibilities of the Treasurer shall be as follows: to keep accurate and complete records of the receipts and disbursements of the Faire and other sponsored events' monies; oversee an annual Okanogan Family Faire budget; to oversee the preparation and filing of corporate tax returns; and to prepare an annual report. The powers of the Treasurer shall be such as are consistent with the duties as described above.

 

c) Secretary: The responsibilities of the Secretary shall be as follows: To keep a current book of records. Those records should contain the minutes of all board, special, and membership meetings, a copy of the Certificate and Articles of Incorporation, a copy of the bylaws and policies, the names and addresses of the members of the Board of Directors, and accurate membership records. The secretary will also serve as registered agent for the Faire, and file the annual report to the State. The secretary will also facilitate correspondence, permits, and any other regulatory paperwork. The powers of the Secretary shall be such as are consistent with the duties described above.

 

d) President: The president shall be the principal executive officer of the Faire, subject to the control of   the directors. She or he shall, when present, preside at meetings of the board, membership or special meetings, or make provisions for a facilitator to preside at said meetings. The President may sign, with   the Secretary or Treasurer, or any other person so authorized by the Board of Directors, any legal or other important documents as authorized by the board. The powers of the President shall be such as are consistent with the duties described above.

 

e) Vice President: The vice-president will perform the duties of the President when the President is absent.

 

f) Removal: Any officer may be removed with or without cause by a vote of the Directors at any meeting where prior notice has been given to the Board that the matter will be discussed.

 

g) Resignation: Any officer may resign by delivering written notice to the Secretary.

 

h) Vacancies: Any vacancy in an office may be filled for the un-expired portion of the term by the Board.  

 

Article IX

Amendments  

These bylaws may be amended by an act of the Board of Directors, with input of event and Faire coordinators and members, at a special meeting or at a membership meeting. Amendment to the bylaws requires previous notification to the membership of the Faire, posted no less than 30 days prior to the meeting. Notices posted may include the appropriate designated website, the Faire site, and/or community gathering sites. (i.e. ***Community Cultural Project, the **Okanogan River Coop, etc.)  

 

 

* Current office address is  416 1/2  S. Whitcomb Ave.  Tonasket, WA  98855

** Now known as Tonasket Natural Foods Co-op

*** Now known as the Community Cultural Center