ARTICLE IV
GOALS

The Whatcom Human Rights Task Force is committed to:
(a) Educating the community to understand each other, honor diversity, and identify commonalities.
(b) Organizing unified non-violent action in response to human rights abuses.
(c) Providing support and referral for parties harmed due to bias crimes and/or other interested parties.
(d) Monitoring malicious harassment, as well as community and governmental responses to such behavior.
(e) Supporting human rights legislation.

ARTICLE V
GENERAL MEMBERSHIP

A. ACTIVE MEMBERS. Membership is open to any person or organization that registers their commitment to the goals of the WHRTF. As registered members, individuals are entitled to regular newsletters, voting privileges, event announcements via e-mail, and any other benefits as determined by the Board.

B. DUES. There will be variable levels of annual dues for members. Payment of dues is encouraged, but not required, for individual membership.

C. VOTING. Voting is open to all registered individual members. Members vote to confirm new Board Members at annual meetings as necessary.

D. TERMINATION OF MEMBERSHIP. Determination of non-compliance with the mission and goals of the WHRTF is cause for member termination, requiring a 2/3 vote of the Board. Any member thus affected shall receive a minimum 10 day advance notice and have the right to respond prior to the vote.

E. MEMBERSHIP MEETINGS. The general Membership of the WHRTF shall meet at least twice annually. Membership shall receive written notice (by hand, mail or e-mail) of the date, time, and place at least 10 days in advance of the meetings. The Board may decide to cancel or reschedule Membership meetings. Whenever possible, written notice must be given to members at least five days prior to any rescheduled meeting.

F. SPECIAL MEETINGS. Special meetings of the Membership may be called at any time by 1/3 of the Board. Members shall receive notice of special meetings at least 3 days prior to the meeting by phone, in person, or written notice.

ARTICLE VI
BOARD OF DIRECTORS

A. ROLE AND MEMBERSHIP. The Board of Directors (“Board”) shall act for and on behalf of the WHRTF and shall exercise such powers and perform such duties as are prescribed by these Bylaws. The Board is the governing body and shall have all legal authority to manage the affairs of the WHRTF. Every good faith effort shall be made to assure that the Board’s membership reflects diversity consistent with the mission of the WHRTF.

B. QUORUM. A quorum shall consist of a majority of the Board members. A 2/3 positive vote of the Board when a quorum is present and voting shall be a decision of the Board.

C. ELECTION/TERMS. A full Board shall consist of up to eleven members. At the designated Membership meeting, the majority vote of the general Members present shall approve a Board member for a three year term. No person may serve more than three consecutive terms on the Board except after an absence from the Board for one year or more.

D. REGULAR MEETINGS OF THE BOARD. The Board shall meet monthly, with the exception of a break in the summer. The meeting schedule shall be determined by the Board annually, and revised as necessary.

E. SPECIAL MEETINGS OF THE BOARD. Special meetings of the Board may be called by or at the request of the Chair or one third of the Board members. The person(s) calling the special meeting will determine the place and notice will be given at least three days prior to the meeting by phone, in person, or written notice.
1. SPECIAL MEETINGS BY E-MAIL. Special meetings may be held on urgent issues by e-mail, with the same three day notice required. If there is disagreement on any substantial point of the decision by one or more Board member within the given time period, then the decision will be delayed until the next in-person meeting of the Board.

F. VACANCIES. All vacancies on the Board may be filled by a majority vote of the Membership present at any regular or special meeting of the general Membership. If a vacancy occurs more than a month prior to a Membership meeting, the Board may temporarily appoint a new Board member, but such appointment must be confirmed by a majority of the Members at the next Membership meeting.

G. EMPLOYEES. The WHRTF shall have such employees as shall be determined by the Board. The Board will assign those responsible for hiring and overseeing paid or volunteer staff.

H. CONFLICT OF INTEREST. A member of the Board shall reveal her or his interest on any issue before the Board that would result in a conflict of interest and shall abstain from voting on that issue. Board Members volunteer their time and give financially if they are able. They will not receive remuneration or advertisement for themselves or their business in any manner.

I. TERMINATION, EXPULSIONS, OR REMOVALS. A Board member may be removed by a 2/3 vote of the Board (not including the member in question), whenever, in the Board’s judgement, the activities and or conduct of the Board member in question violates or is in conflict with the purpose of the organization, and the interest of the organization would be best served thereby. Written notice of such proposed removal must be given to the Board member in question at least ten days prior to the Board meeting at which the question will be voted on. The Board member in question will be given the opportunity to respond prior to the vote. Board members who have unexcused absences from three consecutive regular meetings will be removed from the Board and a replacement selected according to Article VI-F.

J. SPOKESPERSONS. The Co-Chairs shall be the primary spokespersons for the organization. Alternatively, the Board may appoint someone as the official spokesperson on an ad hoc basis. Media and other planned public contact on behalf of the WHRTF made by Board members shall be reviewed and approved by this spokesperson. Each Board member may speak for the WHRTF within their own assigned area of responsibility without such approval, but shall consult with the spokesperson as necessary.

ARTICLE VII
OFFICERS & EXECUTIVE COMMITTEE

A. EXECUTIVE COMMITTEE. The Executive Committee shall consist of the officers: Chair, Vice or Co-chair, Secretary, and Treasurer; and whomever else the Board selects.

B. EXECUTIVE COMMITTEE DUTIES. The Executive Committee shall perform such duties as determined by the Board.

C. OFFICERS. Officers shall be nominated by the Board. Officer terms shall last no more than two years. Board members may be re-nominated for the same position if necessary.

1. CHAIR & VICE-CHAIR (or CO-CHAIRs) shall:
a) Supervise all activities of the WHRTF and execute all instruments in its behalf;
b) Preside at all meetings of the Executive Committee, the Board and the Membership;
c) Call such meetings as shall be deemed necessary, in addition to regularly scheduled meetings;
d) Identify the need for Ad-hoc Committees and facilitate their formation;
e) Act as Law Enforcement Liaison;
f) Perform duties usually inherent in such offices, and such duties as may be prescribed by the Board from time to time except those duties specifically vested in other officers of the organization.

In the event of absence, disability, resignation, or death of a Co-Chair, the Board shall elect one of their members to fill the vacancy, and this appointment shall be confirmed by a majority vote of the Members at the next Membership meeting.

2. SECRETARY. The Secretary shall:
a) Compile and distribute a proposed agenda to board members, and others as necessary, prior to board meetings;
b) Record and keep the minutes of the proceedings of the Board, the Executive Committee, and the Membership meetings. Such minutes will be shared with all present at a given meeting for review and correction, as necessary. Approved minutes for all meetings shall be kept in the WHRTF office;
c) See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
d) Be custodian of the corporate records, including tenure of Board members;
e) Maintain a record of all mailing addresses, and/or email addresses, of the membership;
f) In general, perform all duties incident to the Office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Chairs or by the Board.

3. TREASURER. The Treasurer shall:
a) Have charge and custody of and be responsible for all funds and securities of the organization;
b) Receive and give receipts for monies due and payable to the organization from any source, and deposit all such monies in the name of the organization in such banks;
c) Provide a financial statement at the regular meetings of the Executive Committee, the Board, and the Membership of all income and expenditures of the organization;
d) Maintain and monitor the budget set by the Board;
f) With Chairs, approves budgeted expenditure requests;
g) Share accurate and up-to-date financial reports and budgets with Board and Membership;
d) In general perform all the duties incident to the Office of Treasurer and other such duties as from time to time may be assigned to her or him by the Chair or Board.

D. MEETINGS. The Executive Committee shall meet as and if needed between regular Board meetings. The Executive Committee meetings are limited to Executive Committee members and invited guests.

E. REMOVAL. Any Executive Committee member may be removed from their position by the Board whenever, in its judgement, the best interests of the organization shall be served thereby, according to the same procedure in VI-I. Executive Committee members who have unexcused absences from three successive Board meetings will be removed from the Executive Committee and a replacement selected by the Board.

ARTICLE VIII
COMMITTEES

Each Standing Committee shall select its own chairperson. Duties of each Committee are determined by the Board. Standing committees of the WHRTF are:

1. EXECUTIVE COMMITTEE

2. EDUCATION COMMITTEE

3. OFFICE/VOLUNTEER COORDINATION COMMITTEE (incl. VISTA supervision)

4. FUNDRAISING & MEMBERSHIP (General & Board) COMMITTEE

5. WCRP COMMITTEE

6. SOCIAL ACTION/QUICK RESPONSE & PUBLIC RELATIONS COMMITTEE

Additional standing committees and/or ad hoc committees shall be established by a vote of the Board. All committees shall provide reports of their activities and written records of decisions for Board meetings.

The Board may give committees decision-making authority over particular issues. Where such authority is given, a majority of the committee must agree to such decisions, and written record of such decisions must be shared with the Committee for approval and then with the Board.

ARTICLE IX
FISCAL MANAGEMENT

The financial authority of the WHRTF is vested in the Board. Fiscal management is the responsibility of the Treasurer. Annually, the Executive Committee will appoint a Board Member (other than the Treasurer) to perform an internal control audit of the Task Force’s books. Annual audits shall be performed by a public accountant selected by the Board, unless waived by decision of the Board. Financial statements shall be made available for review by Members at Membership meetings.

ARTICLE X
AMENDMENTS

Written or electronic notice of proposed changes to the Bylaws shall be given a minimum of ten days prior to the meeting they will be voted upon. Bylaw changes require a 2/3 vote of Members present at any regular or special Membership meeting.

ARTICLE XI
RULES AND PROCEDURES
Generally, Robert’s Rules of Order will be used to guide Board, Executive Committee and Membership meetings. The Board may decide to use alternative rules and procedures.

A. PROJECT PROPOSALS. Projects or actions may be proposed by any Board member, Member or Advisory Committee member. Such proposals should be in writing and sent to the Co-Chair. The Co-Chair will place the proposal on the agenda for consideration at the next Board meeting. The person proposing is welcome to attend that Board meeting. The person making the proposal may also send it to all the Board members, especially if the proposal is lengthy, complicated or requires advanced thought. If the proposal is urgent, the Co-Chair may decide to follow the procedure outlined in VI-E.1.

B. BUDGET PROPOSALS. For funds already budgeted for a particular event or item, the Board member in charge of that event or item may spend the budgeted funds at his or her own discretion. Otherwise, for funds already budgeted, a Board member must receive approval from both a Co-Chair and the Treasurer to expend such funds. If funds requested for an item or event exceed $50 and are not already budgeted, the Board member requesting funds must present a proposal for consideration by the Board. If the request is $50 or less, the expenditure may be approved by a Co-Chair and the Treasurer.

C. ASSIGNMENT OF TASKS & AUTHORITY. Specific requests for Board members or Committees to be given decision-making or task authority may be given to the Co-Chair for consideration at the next Board meeting. These requests may also be shared in advance with the Board.

ARTICLE XII
LIMITATIONS OF LIABILITIES

A. EXCULPATION. Each director, officer, or Member shall be free from all personal liability for any acts done in connection with any endeavor otherwise on behalf of the organization or for any losses incurred or sustained by the organization unless the same have occurred through her or his intentional misconduct, willful neglect or gross negligence.

B. INDEMNIFICATION. Every director, officer, or Member shall be reimbursed by the organization against all reasonable costs, expenses and liabilities (including attorney’s fees) actually and necessarily incurred by or imposed upon her or him in connection with or resulting from any claim, action, suit, proceeding, investigation or inquiry of whatever nature in which she or he may be involved as a part of or otherwise by reason of her or his having been a director, officer, or Member of the organization at the time of the incurring or imposition of such costs, expenses or liabilities, except in relation to matters as to which she or he shall be finally adjudged in such action, suit, proceeding, investigation or inquiry to be liable as a result of intentional misconduct, willful neglect, or gross negligence in the acts giving rise to the claim. In the absence of such final adjudication of the existence of such liability, the Board and each director and officer may conclusively rely on an opinion of legal counsel selected by, or in the manner assigned by, the Board.

C. LIABILITY INSURANCE. The organization shall, at its discretion, purchase and keep in force sufficient liability insurance to cover the reasonably anticipated claims which may be made against the organization or its officers, directors or Members in connection with the activities of the organization. The premiums for such insurance shall be paid by the organization. The insurance carriers shall expressly consent to waive of subrogation rights against all officers, directors, Members, and staff workers except as to any intentional misconduct, willful neglect, or gross negligence.

ARTICLE XIII
DISSOLUTION

The Whatcom Human Rights Task Force may be dissolved or liquidated by a 2/3 vote of the Board existing at that time. Upon dissolution or liquidation of the organization, no Member shall share in or receive any funds or other assets then remaining in the possession of the organization. Dissemination of any such funds or assets will be determined by the Board.

ARTICLE VIII
COMMITTEES

Each Standing Committee shall select its own chairperson. Duties of each Committee are determined by the Board. Standing committees of the WHRTF are:

1. EXECUTIVE COMMITTEE

2. EDUCATION COMMITTEE

3. OFFICE/VOLUNTEER COORDINATION COMMITTEE (incl. VISTA supervision)

4. FUNDRAISING & MEMBERSHIP (General & Board) COMMITTEE

5. WCRP COMMITTEE

6. SOCIAL ACTION/QUICK RESPONSE & PUBLIC RELATIONS COMMITTEE

Additional standing committees and/or ad hoc committees shall be established by a vote of the Board. All committees shall provide reports of their activities and written records of decisions for Board meetings.

The Board may give committees decision-making authority over particular issues. Where such authority is given, a majority of the committee must agree to such decisions, and written record of such decisions must be shared with the Committee for approval and then with the Board.

ARTICLE IX
FISCAL MANAGEMENT

The financial authority of the WHRTF is vested in the Board. Fiscal management is the responsibility of the Treasurer. Annually, the Executive Committee will appoint a Board Member (other than the Treasurer) to perform an internal control audit of the Task Force’s books. Annual audits shall be performed by a public accountant selected by the Board, unless waived by decision of the Board. Financial statements shall be made available for review by Members at Membership meetings.

ARTICLE X
AMENDMENTS

Written or electronic notice of proposed changes to the Bylaws shall be given a minimum of ten days prior to the meeting they will be voted upon. Bylaw changes require a 2/3 vote of Members present at any regular or special Membership meeting.

ARTICLE XI
RULES AND PROCEDURES
Generally, Robert’s Rules of Order will be used to guide Board, Executive Committee and Membership meetings. The Board may decide to use alternative rules and procedures.

A. PROJECT PROPOSALS. Projects or actions may be proposed by any Board member, Member or Advisory Committee member. Such proposals should be in writing and sent to the Co-Chair. The Co-Chair will place the proposal on the agenda for consideration at the next Board meeting. The person proposing is welcome to attend that Board meeting. The person making the proposal may also send it to all the Board members, especially if the proposal is lengthy, complicated or requires advanced thought. If the proposal is urgent, the Co-Chair may decide to follow the procedure outlined in VI-E.1.

B. BUDGET PROPOSALS. For funds already budgeted for a particular event or item, the Board member in charge of that event or item may spend the budgeted funds at his or her own discretion. Otherwise, for funds already budgeted, a Board member must receive approval from both a Co-Chair and the Treasurer to expend such funds. If funds requested for an item or event exceed $50 and are not already budgeted, the Board member requesting funds must present a proposal for consideration by the Board. If the request is $50 or less, the expenditure may be approved by a Co-Chair and the Treasurer.

C. ASSIGNMENT OF TASKS & AUTHORITY. Specific requests for Board members or Committees to be given decision-making or task authority may be given to the Co-Chair for consideration at the next Board meeting. These requests may also be shared in advance with the Board.

ARTICLE XII
LIMITATIONS OF LIABILITIES

A. EXCULPATION. Each director, officer, or Member shall be free from all personal liability for any acts done in connection with any endeavor otherwise on behalf of the organization or for any losses incurred or sustained by the organization unless the same have occurred through her or his intentional misconduct, willful neglect or gross negligence.

B. INDEMNIFICATION. Every director, officer, or Member shall be reimbursed by the organization against all reasonable costs, expenses and liabilities (including attorney’s fees) actually and necessarily incurred by or imposed upon her or him in connection with or resulting from any claim, action, suit, proceeding, investigation or inquiry of whatever nature in which she or he may be involved as a part of or otherwise by reason of her or his having been a director, officer, or Member of the organization at the time of the incurring or imposition of such costs, expenses or liabilities, except in relation to matters as to which she or he shall be finally adjudged in such action, suit, proceeding, investigation or inquiry to be liable as a result of intentional misconduct, willful neglect, or gross negligence in the acts giving rise to the claim. In the absence of such final adjudication of the existence of such liability, the Board and each director and officer may conclusively rely on an opinion of legal counsel selected by, or in the manner assigned by, the Board.

C. LIABILITY INSURANCE. The organization shall, at its discretion, purchase and keep in force sufficient liability insurance to cover the reasonably anticipated claims which may be made against the organization or its officers, directors or Members in connection with the activities of the organization. The premiums for such insurance shall be paid by the organization. The insurance carriers shall expressly consent to waive of subrogation rights against all officers, directors, Members, and staff workers except as to any intentional misconduct, willful neglect, or gross negligence.

ARTICLE XIII
DISSOLUTION

The Whatcom Human Rights Task Force may be dissolved or liquidated by a 2/3 vote of the Board existing at that time. Upon dissolution or liquidation of the organization, no Member shall share in or receive any funds or other assets then remaining in the possession of the organization. Dissemination of any such funds or assets will be determined by the Board.

ARTICLE XIV
ADOPTION OF REVISED BYLAWS

A. These are the Bylaws of the Whatcom Human Rights Task Force, approved at a Membership meeting by a majority of the Members then present: 6/12/97

B. Amended by a majority of the members present at the 12/10/2003 Membership meeting.

C. These are the revised Bylaws of the Whatcom Human Rights Task Force, approved at a Membership meeting by a majority of the Members then present 12/10/2007.