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Bylaws and Corporate Structure

CORPORATE STRUCTURE

Keith Lionetti:CEO  
Chris Durant:President
Brad Kremer:Vice President

Sara E. Parrent:Treasurer

Gregory Shoemaker:Secretary

                                     BYLAWS of DISCOVERING OPEN SPACES


                                         ARTICLE I-NAME AND PURPOSE

Section 1- Name :THE NAME OF THE ORGANIZATION SHALL BE DISCOVERING OPEN SPACES.IT SHALL BE A NONPROFIT ORGANIZATION INCORPORATED UNDER THE LAWS OF THE STATE OF WASHINGTON.

 

Section 2- Purpose: DISCOVERING OPEN SPACES IS ORGANIZED EXCLUSIVELY FOR CHARITABLE AND EDUCATION PURPOSES.

 

                THE PURPOSE OF DISCOVERING OPEN SPACES IS TO EDUCATE A COMMUNITY THE IMPORTANCE OF RECREATION & EDUCATION THROUGH THE DEVELOPMENT OF NEW DISC GOLF COURSES & MAINTAINING EXISTING DISC GOLF COURSES.

 

                                                ARTICLE II-MEMBERSHIP

Section 1- Membership: Membership shall consist of the Board of Directors

 

                                                    ARTICLE III

Section 1 – Board role,size, and compensation: The board is responsible for overall policy and direction of the nonprofit,and delegates responsibility of day-to-day operations

to staff and committees. The board shall have up to ten but no fewer than four members. The board receives no compensation other than reasonable expenses.

 

Section 2- Terms: All board members,for the exception of the CEO,shall serve two-year terms,but are eligible for re-election for up to ten consecutive terms.The CEO can serve four years & is eligible to serve up to ten consecutive terms.

 

Section 3- Meetings and Notice: The board shall meet at least semi-annually,at an agreed-upon time and place. An official board meeting requires that each board member have written notice at least two weeks in advance.

 

Section 4 – Board Elections : During the last quarter of each fiscal year of the corporation, the board of directors shall elect directors to replace those whose terms will expire at the end of the fiscal year. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws.

 

Section 5- Elections Procedures : New directors shall be elected by a majority of directors present at such a meeting,provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next fiscal year.

 

Section 6 – Quorum: A quorum must be attended by at least forty percent of board members for business transactions to take place and motion to pass.

 

Section 7 – Officers an Duties: There shall be four officers of the board consisting of a chair,vice-chair,secretary,and treasurer. The duties are as follows:

 

             The chair Shall convene regularly scheduled meetings,shall precide or arrange for

             other members of the Executive Committee to preside at each meeting in the

             following order: vice-chair,secretary,and treasurer.

 

             The vice-chair shall chair committees on special subjects as designated by the                

             Board.

 

              The secretary shall be responsible for keeping records of board actions,including

              overseeing the taking of minutes at all board meetings,sending out meeting   

              announcements, distributing copies of minutes and agendas to each board

              member,and assuring that corporate records are maintained.

 

              The treasurer shall make a report at each board meeting. The treasurer shall

              assist in the preperation of the budget, help develop fundraising plans, and make

              financial information available to board members and the public.

 

Section 8- Vacancies: When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board members term.

 

Section 9- Resignation,Termination, and Absences: Resignation from the board must be in writing and received by the secretary. A board member shall be terminated from the board due to excess absences (more than two unexcused absences from board meetings

In a year)  A board member may be removed for other reasons by the three fourths vote of the remaining directors.

 

Section 10 – Special Meetings: Special meetings of the board shall be called upon the request of the chair, or by one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member at least two weeks in advance.

 

Section 11 – Racial Non Discriminatory Policy: Discovering Open Spaces adheres to a strict policy of racial nondiscrimination. We will work with any person(s) regardless of any race,color,national and ethnic origin to all the rights, privileges,programs and activities generally accorded or made available to anyone seeking services provided by Discovering Open Spaces. Discovering Open Spaces does not and will not discriminate on the basis of race,color,handicap, national and ethnic origin in the administration of its organization policies, employment policies, educational policies, grant and scholarship programs and athletic and other instructional school administered programs.

 

 

                                           ARTICLE IV- COMMITTEES

 

Section 1- Committee formation: The board may create committees as needed. The Board Chair appoints all committee chairs.

 

Section 2- Executive Committee: The four officers serve as the members of the executive committee.  Except for the power to amend the articles of incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.

 

Section 3- Finance Committee : The Executive Committee, along with any interested members of the board of directors, shall serve as the finance committee. The finance

committee is responsible for developing and reviewing fiscal procedures,fundraising plans,and annual budgets with staff and other boar members. The board must approve the budget and all expenditures must be within the budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the board members and the public,when requested.

 

Section 4- COI committee: Conflict of interest committee is responsible for investigating and interpreting any conflict of interest that may arise with any or all board members of any affiliates that are in conjunction with Discovering Open Spaces.

 

                                 ARTICLE V- DIRECTOR AND STAFF

 

Section 1- Executive Director : The executive director is hired by the board. The executive director has day-to-day responsibilities for the organization, including carrying

out the organization’s goals and policies. The executive director will attend all board meetings, report on the progress of the organization, answer questions of the board members and carry out the duties described in the job description. The board can designate other duties as necessary.

 

                                      ARTICLE VI- AMENDMENTS

 

Section 1- Amendments: These bylaws may be amended when necessary by two-thirds majority of the board of directors. Proposed amendments must be submitted to the secretary to be sent out with the regular board announcements.

 

                                               CERTIFICATION

 

These bylaws were approved at a meeting of the board of directors by a vote of  five for

and  zero against , on 12-21-2009