Bylaws

Pacific Northwest Dance Foundation Bylaws

ARTICLE I. NAME OF ORGANIZATION

The name of the corporation is Pacific Northwest Dance Foundation

ARTICLE II. CORPORATE PURPOSE Section 1. Nonprofit Purpose

Pacific Northwest Dance Foundation is organized and operated exclusively for charitable purposes in accordance with section 501(c)(3) or the Internal Revenue Code. More specifically, Pacific Northwest Dance Foundation is dedicated to equitable art education for all through free classes, materials and performance opportunities in our community.

Section 2. Specific Purpose

Pacific Northwest Dance Foundation provides dance and performing arts education to all ages and abilities. The specific objectives and purpose of this organization shall be:

● To provide dance instruction to both dancers and non-dancers alike
● To provide performance and choreographic opportunities for dancers who would not have these

opportunities otherwise.
● To sponsor, host, and/or participate in events and activities that promote the art of dance and

interdisciplinary collaborations that include dance.

ARTICLE III. MEMBERSHIP
Section 1. Eligibility for Membership
All persons interested in dance and music are eligible to become members. Application for voting membership shall be open to anyone that supports the purpose statement in Article II, Section 2. Membership is granted after completion and receipt of a membership application and dues. All memberships shall be granted upon a majority vote of the board.

Section 2. Annual Dues

The amount required for annual dues shall be $600 each year or $50 a month unless changed by a majority vote of the members at an annual meeting of the full membership. Continued membership is contingent upon being up-to-date on membership dues.

Section 3. Rights of Members

Each member shall be eligible to appoint one voting representative to cast the member’s vote in association elections. Members in good standing are entitled to attend general and special meetings; to vote on all questions coming before the membership; to serve on standing or special committees. Members are welcome to attend meetings of the Board and to participate in discussions on matters before the Board, but without a vote on matters before the Board. Membership privileges are determined by the Board. Only those persons who sign the membership list for the current year will be members in good standing. People who have been members for at least a year are entitled to run for a board office. Members are available to take any classes they’d like and participate in any performance opportunities.

Section 4. Resignation and Termination

Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a majority vote of the membership. The Board may, at its discretion, terminate the membership of any person at any time.

Section 5. Non-voting Membership

The board shall have the authority to establish and define non-voting categories of membership.

ARTICLE IV. MEETINGS OF MEMBERS
Section 1. Regular Meetings
Regular meetings of the members shall be held quarterly, at a time and place designated by the chair.
Section 2. Annual Meetings
An annual meeting of the members shall take place in the month of July, the specific date, time and location of which will be designated by the chair. At the annual meeting the members shall elect directors and officers, receive reports on the activities of the association, and determine the direction of the association for the coming year.
Section 3. Special Meetings
Special meetings may be called by the chair, the Executive Committee, or a simple majority of the board of directors. A petition signed by five percent (5%) of voting members may also call a special meeting.
Section 4 Notice of Meetings
Notice of each meeting shall be given to each voting member, by email, not less than two weeks prior to the meeting. Section 5. Quorum
A quorum for a meeting of the members shall consist of at least twenty percent (20)% of the active membership. Section 6. Voting
All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.

ARTICLE V. BOARD OF DIRECTORS
Section 1. General Powers
The affairs of the unincorporated association shall be managed by its Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the unincorporated association. Section 2. Number, Tenure, Requirements, and Qualifications
The number of Directors shall be fixed from time-to-time by the Directors but shall consist of no less than three (3) nor more than ten (10) including the following officers: the President, the first Vice-President, the Secretary, and the Treasurer. The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All members of the Board of Directors and Advisory Council must be approved by a majority vote of the members present and voting. No vote on new members of the Board of Directors, or Advisory Council, shall be held unless a quorum of the Board of Directors is present as provided in Section 6 of this Article.
No two members of the Board of Directors related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity may serve on the Board of Directors at the same time.
Each member of the Board of Directors shall be a member of the unincorporated association whose membership dues are paid in full and shall hold office for up to a three-year term as submitted by the nominations committee. Newly elected members of the Board of Directors who have not served before shall serve initial one-year terms. At the conclusion of the initial one-year term, members of the Board of Directors may serve additional three year terms. Their terms shall be staggered so that at the time of each annual meeting, the terms of approximately one-third (1/3) of all members of the Board of Directors shall expire.
Each member of the Board of Directors shall attend at least nine (9) monthly meetings of the Board per year.
Each member of the Board of Directors shall contribute at least six hundred cash dollars ($600) to the organization annually, all or part of which may come from the tax deductible value paid for or solicited by the Board member, and received by the unincorporated association. No contribution credit shall be given for in-kind donations.

Section 3. Regular and Annual Meetings

An annual meeting of the Board of Directors shall be held at a time and day in the month of July of each calendar year and at a location designated by the Board of Directors. The Board of Directors may provide by resolution the time and place for the holding of regular meetings of the Board. Notice of these meetings shall be sent to all members of the Board of Directors no less than ten (10) days prior to the meeting date.

Section 4. Special Meetings

Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any location, as the place for holding any special meeting of the Board called by them.

Section 5. Notice

Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by telephone, facsimile or electronic methods or by written notice. Any Director may waive notice of any meeting. The 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. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.

Section 6. Quorum

The presence, in person, of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. The act of a majority of the members of the Board of 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 7. Forfeiture

Any member of the Board of Directors who fails to fulfill any of his or her requirements as set forth in Section 2 of this Article by September 1st shall automatically forfeit his or her seat on the Board. The Secretary shall notify the Director in writing that his or her seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy. Members of the Board of Directors who are removed for failure to meet any or all of the requirements of Section 2 of this Article are not entitled to vote at the annual meeting and are not entitled to the procedure outlined in Section 14 of this Article in these by-laws.

Section 8. Vacancies

Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting. Vacancies may be created and filled according to specific methods approved by the Board of Directors.

Section 9. Compensation

Members of the Board of Directors shall receive their percentage of funds as determined by percentage of work determined by the organizing board (Tiffany Adams, Erika Lower, Sarah Lesley and Heather Sharpe)

● President (55%)
● Vice President (15%)
● Secretary (15%)
● Treasurer (15%)

Funds are determined by what is available after all recurring expenses have been paid in full. The board of directors is aware that this means they may often forfeit payment as funds are intended to go towards furthering the activities of the nonprofit. Any change to the rate of pay for the Board will need to be voted on and approved by a majority vote. Section 10. Informal Action by Directors

Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Directors following notice of the intended action to all members of the Board of Directors.

Section 11. Confidentiality

Directors shall not discuss or disclose information about the unincorporated association or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the unincorporated association’s purposes, or can reasonably be expected to benefit the unincorporated association. Directors shall use discretion and good business

judgment in discussing the affairs of the unincorporated association with third parties. Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of the Corporation, including but not limited to accounts on deposit in financial institutions. Each Director shall execute a confidentiality agreement consistent herewith upon being voted onto and accepting appointment to the Board of Directors.

Section 12. Advisory Council

An Advisory Council may be created whose members shall be elected by the members of the Board of Directors annually but who shall have no duties, nor obligations for attendance at regular meetings of the Board. Advisory Council members may attend said meetings at the invitation of a member of the Board of Directors. Members of the Advisory Council shall possess the desire to serve the community and support the work of the Corporation by providing expertise and professional knowledge. Members of the Advisory Council shall comply with the confidentiality policy set forth herein and shall sign a confidentiality agreement consistent therewith upon being voted onto and accepting appointment to the Advisory Council.

Section 13. Parliamentary Procedure

Any question concerning parliamentary procedure at meetings shall be determined by the President by reference to Roberts Laws

Section 14. Removal.

Any member of the Board of Directors or members of the Advisory Council may be removed with or without cause, at any time, by vote of three-quarters (3/4) of the members of the Board of Directors if in their judgment the best interest of the unincorporated association would be served thereby. Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Board of Directors shall automatically be removed from office. Members of the Board of Directors who are removed for failure to meet the minimum requirements in Section 2 of this Article in these by-laws automatically forfeit their positions on the Board pursuant to Section 7 of this Article, and are not entitled to the removal procedure outlined in Section 14 of this Article.

ARTICLE VI. OFFICERS

The officers of this Board shall be the President, Vice-President, Secretary and Treasurer. All officers must have the status of active members of the Board.

Section 1. President

The President shall preside at all meetings of the membership. The President shall have the following duties:

● He/She shall preside at all meetings of the Executive Committee.
● He/She shall have general and active management of the business of this Advisory Board.
● He/She shall see that all orders and resolutions of the Advisory Board are brought to the Advisory Board.
● He/She shall have general superintendence and direction of all other officers of this corporation and see that

their duties are properly performed.
● He/She shall submit a report of the operations of the program for the fiscal year to the Advisory Board and

members at their annual meetings, and from time to time, shall report to the Board all matters that may

affect this program.
● He/She shall be an Ex-officio member of all standing committees and shall have the power and duties

usually vested in the office of the President.

Section 2. Vice-President

The Vice-President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter. The Vice-President's duties are:

● He/She shall have the duty of chairing their prospective committee and such other duties as may, from time to time, be determined by the Advisory Board.

Section 3. Secretary

The Secretary shall attend all meetings of the Advisory Board and of the Executive Committee, and all meetings of members, and assisted by a staff member, will act as a clerk thereof. The Secretary’s duties shall consist of:

● He/She shall record all votes and minutes of all proceedings in a book to be kept for that purpose. He/She in concert with the President shall make the arrangements for all meetings of the Advisory Board, including the annual meeting of the organization.
● Assisted by a staff member, he/she shall send notices of all meetings to the members of the Advisory Board and shall take reservations for the meetings.
● He/She shall perform all official correspondence from the Advisory Board as may be prescribed by the Advisory Board or the President.

Section 4. Treasurer

The Treasures duties shall be:

● He/She shall submit for the Finance and Fund Development Committee approval of all expenditures of funds raised by the Advisory Board, proposed capital expenditures (equipment and furniture) , by the staff of the agency.
● He/She shall present a complete and accurate report of the finances raised by this Advisory Board and any other time upon request to the Advisory Board.
● It shall be the duty of the Treasurer to assist in direct audits of the funds of the program according to funding source guidelines and generally accepted accounting principles.
● He/She shall perform such other duties as may be prescribed by the Advisory Board or the President under whose supervision he/she shall be.

Section 5. Election of Officers

The Nominating Committee shall submit at the meeting prior to the annual meeting the names of those persons for the respective offices of the Advisory Board. Nominations shall also be received from the floor after the report of the Nominating Committee. The election shall be held at the annual meeting of the Advisory Board. Those officers elected shall serve a term of one (1) year, commencing at the next meeting following the annual meeting.

Officers of the Executive Committee shall be eligible to succeed themselves in their respective offices for two (2) terms only.

Section 6. Removal of Officer

The Advisory Board with the concurrence of 3/4 of the members voting at the meeting may remove any officer of the Board of Directors and elect a successor for the unexpired term. No officer of the Board of Directors shall be expelled without an opportunity to be heard and notice of such motion of expulsion shall be given to the member in writing twenty (20) days prior to the meeting at which motion shall be presented, setting forth the reasons of the Board for such expulsion.

Section 7. Vacancies

The Nominating Committee shall also be responsible for nominating persons to fill vacancies which occur between annual meetings, including those of officers. Nominations shall be sent in writing to members of the Advisory Board at least two (2) weeks prior to the next meeting at which the election will be held. The persons so elected shall hold membership or office for the unexpired term in respect of which such vacancy occurred.

ARTICLE VII. COMMITTEES

Section 1. Committee Formation

The board may create committees as needed, such as fundraising, public relations, data collection, etc. 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 treasurer is the chair of the Finance Committee, which includes three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be July through June. 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 membership, board members, and the public.

ARTICLE VIII. UNINCORPORATED ASSOCIATION STAFF
Section 1: Executive Director
The Board of Directors shall hire an Executive Director who shall serve at the will of the Board. The Executive Director shall have immediate and overall supervision of the operations of the unincorporated association, and shall direct the day-to-day business of the association, maintain the properties of the association, hire, discharge, and determine the salaries and other compensation of all staff members under the Executive Director’s supervision, and perform such additional duties as may be directed by the Executive Committee or the Board of Directors. No officer, Executive Committee member or member of the Board of Directors may individually instruct the Executive Director or any other employee. The Executive Director shall make such reports at the Board and Executive Committee meetings as shall be required by the President or the Board. The Executive Director shall be an ad-hoc member of all committees. The Executive Director may not be related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity to any member of the Board of Directors or Advisory Council. The Executive Director may be hired at any meeting of the Board of Directors by a majority vote and shall serve until removed by the Board of Directors upon an affirmative vote of three-quarters (3/4) of the members present at any meeting of the Board Directors. Such removal may be with or without cause. Nothing herein shall confer any compensation or other rights on any Executive Director, who shall remain an employee terminable at will, as provided in this Section.

Section 2: Artistic Directors/Staff

Staff shall consist of Artistic Directors and those deemed necessary by the Artistic Directors for proper development of the foundation. The compensation of all staff shall be reviewed annually by the Board of Directors as part of the budget process. Vacancies shall be filled at the discretion of the Artistic Directors.

ARTICLE IX. – Conflict of Interest, Whistleblower and Compensation

Section 1: Conflict of Interest Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2: Definitions

● Interested Person: Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
● Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

● An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,

● A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
● A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Section 3. Procedures

● Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
● Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
● Procedures for Addressing the Conflict of Interest
1. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
3. After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
● Violations of the Conflicts of Interest Policy
1. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Proceedings

The minutes of the governing board and all committees with board delegated powers shall contain:

1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.

2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 5. Whistleblower Purpose

It is the policy that employees should be encouraged to disclose, to the extent not expressly prohibited by law, improper actions, and it is the intent of the policy to protect the rights of employees making these disclosures, regardless of whether an investigation is initiated. It is also the policy that employees should be encouraged to identify rules warranting review or provide information to the rules review committee, and it is the intent of the policy to protect the rights of these employees.

Section 6. Definitions

● (1) "Auditor" means the office of the state auditor.
● (2) "Employee" means any individual employed or holding office.
● (3) "Good faith" means the individual providing the information or report of improper activity has a

reasonable basis in fact for reporting or providing the information. An individual who knowingly provides or reports, or who reasonably ought to know he or she is providing or reporting, malicious, false, or frivolous information, or information that is provided with reckless disregard for the truth, or who knowingly omits relevant information is not acting in good faith.
● (4) "Gross mismanagement" means the exercise of management responsibilities in a manner grossly deviating from the standard of care or competence that a reasonable person would observe in the same situation.
● (5) "Gross waste of funds" means to spend or use funds or to allow funds to be used without valuable result in a manner grossly deviating from the standard of care or competence that a reasonable person would observe in the same situation.
● (6) "Substantial and specific danger" means a risk of serious injury, illness, peril, or loss, to which the exposure of the public is a gross deviation from the standard of care or competence which a reasonable person would observe in the same situation.
● (9) "Use of official authority or influence" includes threatening, taking, directing others to take, recommending, processing, or approving any personnel action such as an appointment, promotion, transfer, assignment including but not limited to duties and office location, reassignment, reinstatement, restoration, reemployment, performance evaluation, determining any material changes in pay, provision of training or benefits, tolerance of a hostile work environment, or any adverse action, or other disciplinary action.
● (10)(a) "Whistleblower" means:

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(i) An employee who in good faith reports alleged improper action to the auditor or other public official; or

(ii) An employee who is perceived by the employer as reporting, whether they did or not, alleged improper action to the auditor or other public official.
(iii) An employee who in good faith identifies rules warranting review, or an employee who is believed to have identified rules warranting review or provided information but who, in fact, has not done so.

Section 7. Report of improper action

● (1)(a) In order to be investigated, an assertion of improper action must be provided to the executive officers within one year after the occurrence of the asserted improper action. Receiving an assertion of improper

action must report the assertion to the members within fifteen calendar days of receipt of the assertion. A failure of the executive officers to report the assertion to the members within fifteen days does not impair the rights of the whistleblower.
● (b) the executive officers and members must determine by popular vote whether to investigate any assertions received. In determining whether to conduct either a preliminary or further investigation, the

executive officers and members shall consider factors including, but not limited to: The nature and quality of evidence and the existence of relevant laws and rules; whether the action was isolated or systematic; the history of previous assertions regarding the same subject or subjects or subject matter; whether other avenues are available for addressing the matter; whether the matter has already been investigated or is in litigation; the seriousness or significance of the asserted improper governmental action; and the cost and benefit of the investigation. The executive officers and members have the sole discretion to determine the priority and weight given to these and other relevant factors and to decide whether a matter is to be investigated. The Secretary shall document the factors considered and the analysis applied.

● (2) the identity or identifying characteristics of a whistleblower is confidential at all times unless the whistleblower consents to disclosure by written waiver or by acknowledging his or her identity in a claim.
● (3) Upon receiving specific information that an employee has engaged in improper action, the executive

officers and members, within fifteen working days of receipt of the information, mail written acknowledgement to the whistleblower at the address provided stating whether a preliminary investigation will be conducted. For a period not to exceed sixty working days from receipt of the assertion, the executive board and members shall conduct such preliminary investigation of the matter as the board deems appropriate.
● (4)(a) If it appears to the executive officers and members, upon completion of the preliminary investigation, that the matter is so unsubstantiated that no further investigation, prosecution, or administrative action is warranted, the executive officers and members shall so notify the whistleblower summarizing where the allegations are deficient, and provide a reasonable opportunity to reply. Such notification may be by electronic means.
● (b) The written notification shall contain a summary of the information received and of the results of the preliminary investigation with regard to each assertion of improper action.
● (c) In any case to which this section applies, the identity or identifying characteristics of the whistleblower shall be kept confidential unless the board determines that the information has been provided other than in good faith. If the board makes such a determination, the board shall provide reasonable advance notice to the employee.
● (d) With the agency's consent, the executive officers and members may forward the assertions to an appropriate agency to investigate and report back to the executive officers and members no later than sixty

working days after the assertions are received from the executive officers and members. The executive officers and members are entitled to all investigative records resulting from such a referral. All procedural

and confidentiality provisions of this chapter apply to investigations conducted under this subsection. The

executive officers and members shall document the reasons the assertions were referred.
● (5) During the preliminary investigation, the executive officers and members shall provide written notification

of the nature of the assertions to the subject or subjects of the investigation. The notification shall include the relevant facts and laws known at the time and the procedure for the subject or subjects of the investigation and the agency head to respond to the assertions and information obtained during the investigation. This notification does not limit the executive officers and members from considering additional facts or laws which become known during further investigation.
● (a) If it appears to the executive officers and members after completion of the preliminary investigation that further investigation, prosecution, or administrative action is warranted, the executive officers and members shall so notify the whistleblower, the subject or subjects of the investigation, and either conduct a further investigation.
● (b) If the preliminary investigation resulted from an anonymous assertion, a decision to conduct further investigation shall be subject to review by a three-person panel convened as necessary by the executive officers and members prior to the commencement of any additional investigation. This group shall be briefed on the preliminary investigation and shall recommend whether the board should proceed with further investigation.
● (c) If further investigation is to occur, the executive officers and members shall provide written notification of the nature of the assertions to the subject or subjects of the investigation. The notification shall include the relevant facts known at the time.
● (6) Within sixty working days after the preliminary investigation period in subsection (3) of this section, the board shall complete the investigation and report its findings to the whistleblower unless written justification

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for the delay is furnished to the whistleblower and subject or subjects of the investigation. In all such cases, the report of the board’s investigation and findings shall be sent to the whistleblower within one year after the information was filed under subsection (3) of this section.
(7) During the investigation the board shall interview each subject of the investigation. If it is determined there is reasonable cause to believe improper action has occurred, the subject or subjects shall be given fifteen working days to respond to the assertions prior to the issuance of the final report.

(8)(a) If the board determines there is reasonable cause to believe an employee has engaged in improper action, the board shall report the nature and details of the activity to:

○ (i) The subject or subjects of the investigation.

(9) Once the board concludes that appropriate action has been taken to resolve the matter, the board shall so notify the whistleblower, and the subject or subjects of the investigation.

Section 8. Compensation

A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 9.Annual Statements

Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

Has received a copy of the conflicts of interest policy,
Has read and understands the policy,
Has agreed to comply with the policy, and
Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage

primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 10. Periodic Reviews

To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in insurance, impermissible private benefit or in an excess benefit transaction.

Section 11. Use of Outside Experts

When conducting the periodic reviews as provided for in Article VII, the Organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

ARTICLE X. BOOKS AND RECORDS

The unincorporated association shall keep complete and correct books and records of accounts, and shall keep minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors; and shall keep at its registered office or principal office in this state a record of the names and addresses of its members and shareholders entitled to vote. All books and records of the unincorporated association may be inspected by any member for any proper purpose at any reasonable time.

Section 1 Financial Documentation

A financial report shall be shared monthly at membership meetings and be available to view per member request.
Voting members are permitted to vote on upcoming spending.
Board of Directors will not be allowed to spend more than $75 without board member voting approval
Receipts for purchases over $75 are to be submitted to the Treasurer no later than 30 day from purchase.
All financial documentation shall be retained for no less than six (6) years.
In accepting cash donations, receipt of payment needs to be documented and two (2) employees, members,

or executive officers shall count the til to ensure cash is not comingling with personal expenses.
Any purchase that is to be reimbursed must have a receipt that is submitted to the Treasurer no later than 30

days from purchase.

Section 2 Disbursement Process

The Treasurer shall receive bills
The President shall review bills
The treasurer shall document payment via (accounting software) if a check is required for payment at any

point it shall require two signatures.
Receipts of bills shall be retained for no less than six (6) years, and be sorted by month and check number if

available.
The president shall review bank statements monthly.

Article XI Dissolution

In the event of dissolution, the net assets will be distributed as follows:

All liabilities and obligations of the association shall be paid, satisfied and discharged, or adequate provisions shall be made therefore; assets received and held by the association shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation.

Article XII Discrimination Policy

The Pacific Northwest Dance Foundation does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations.