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Center for Advanced Manufacturing Puget Sound (CAMPS) Bylaws
Amended and Approved as of July 24, 2014
ARTICLE I – GENERAL
Section 1 Name: The name of the organization shall be the Center for Advanced Manufacturing Puget Sound (CAMPS). CAMPS is a membership non-profit organization incorporated under the laws of Washington State.
Section 2 Purpose: The founding charter for CAMPS is to serve as a catalyst for the economic growth of the manufacturing business sector within the general Puget Sound region, through innovation, supply chain positioning, and business development activities.
To accomplish this purpose, CAMPS shall adhere to following guidelines:
1. Keep the focus on the current needs of the Washington State manufacturing community
2. Maintain close contact with the manufacturing community to understand those needs
3. Deliver results and work on things that matter – keep the priorities straight
4. Serve as the catalyst for success in new product development through programs that stimulate innovation, supply chain positioning, and business development
5. Keep to the charter, do not try to be all things to all people or duplicate services already provided by other organizations in the area
6. Proactively seek win-win solutions for all stakeholders
7. Be trustworthy; always operate a the highest level of ethics and integrity, be honest and straightforward in all matters
Section 3 Office:
CAMPS’ primary offices will be located within the boundaries of Kent, Washington but may be relocated from time to time with approval by the Board of Directors.
Section 4 Limitation:
CAMPS shall observe all local, state, and federal laws that may apply to a non-profit organization as defined in section 501 (c) (3) of the Internal Revenue Code. CAMPS shall use its funds only to accomplish the objectives and purpose specified in these Bylaws and no part of its net earnings shall inure to the benefit of any Director, Officer, or Member of CAMPS or to any private individual.
Section 5 Adoption of Bylaws: These Bylaws were adopted by the CAMPS Board of Directors on July 24, 2014.
ARTICLE II – MEMBERSHIP AND VOTING PRIVILEGES
Section 1 Membership Eligibility, Rights and Responsibilities:
1. Any business, association, organization or public entity having an interest in the purpose of the organization shall be eligible to apply for membership.
2. Any business, association, organization or public entity holding a membership shall name an individual who the holder desires to exercise the voting privileges of membership covered by its subscriptions (“Designee”) and shall have the right to change its Designee upon written notice. The Designee may hold office and carry membership and voting privileges on behalf of such Member.
3. All memberships must be pre-qualified by CAMPS criteria prior to acceptance of membership. There shall be no discrimination of membership because of race, national origin, religion or gender.
4. Membership shall become effective upon payment of Dues as set forth in Article II Section 4.
5. Members will be eligible for regularly priced CAMPS services as determined by the service offerings from time to time.
Section 2 Classes of Membership:
Manufacturing Member - A Manufacturing Member is any company defined by North American Industry Classification System (NAICS) within the numerical ranges from 31 through 33 as outlined by the current NAICS Tables
Supply Chain Member - A Supply Chain Member is any company who engages with manufacturers within their supply chain to provide components, services, or finished goods, are eligible for membership status.
Associate Member - An Associate Members is a non-manufacturer (suppliers, consultants, and service providers) who provides goods and services to the Manufacturing Members. Associate Memberships will be limited to a ratio of two Manufacturer Members or Supply Chain Members to one Associate Member. Associate Members must submit full credentials and capabilities to CAMPS to substantiate their membership as being advantageous to Manufacturer Members or Supply Chain Members. Non-Profit entities that join for the purpose of securing business opportunities fit into the Associate Member classification.
Affiliate Member - An Affiliate Member is a cooperating public entity that has a strategic relationship with CAMPS. Affiliate Members are members by association with CAMPS and may have special Dues requirements due to partnerships and collaborations that may exist between CAMPS and the Affiliate Member. Affiliate Membership Dues will be determined by the Board of Directors on a case-by-case basis.
Section 3 Termination of Membership:
1. Resignation. Any Member may resign from CAMPS upon written notice to the Board of Directors. Any membership shall be automatically terminated for non-payment of dues after ninety (90) days from the due date unless a majority vote of the Board of Directors extends it for good cause
2. Expulsion. Any Member may be expelled by a two-thirds (2/3) vote of the Board of Directors for conduct unbecoming of a Member or prejudicial to the aims or repute of CAMPS, after notice and opportunity for a hearing are afforded to the member complained against. Any Member notified of expulsion must submit a request for appeal to the President within 30 days of expulsion.
Section 4 Membership Dues:
1. Membership Dues shall be at such rate or rates, scheduled or formula, as may be from time to time proscribed by the Board of Directors. Dues shall be invoiced and payable annually in advance.
2. Members who are delinquent in the payment of their Dues or other fees due to CAMPS are not “Members in good standing” and are not eligible to vote or to use CAMPS services.
ARTICLE III – MEETINGS
Section 1 Annual Meeting: The annual meeting of CAMPS shall be held between November 1 and April 1. The time and place shall be determined by the Board of Directors and notice therefore sent to each member at least ten (10) days before said meeting.
Section 2 Meetings of the Executive Committee and Board of Directors:
1. The Executive Committee shall hold regular meetings at the discretion of the President.
2. The Board of Directors shall hold regular meetings at such times as the Directors shall decide.
3. Special meetings of the Board of Directors may be called by the President at his/her discretion or by the request of not less than three (3) directors with at least twenty-four (24) hours’ notice, served personally or by telephone, e-mail, or mailed to each Director at his/her business or residence address.
Section 3 Committees and Committee Meetings: Committee Meetings may be called by the President, Vice President, Executive Director, or by the Committee Chairperson.
Section 4 Voting and Quorums:
1. At any duly called general meeting of the Members, 10% of Members in good standing shall constitute a quorum. A quorum includes actual attendees and properly authorized proxies.
2. At any duly called meeting of the Board of Directors, a majority of the voting Directors as fixed by these Bylaws, excluding any vacancies; shall constitute a quorum. If a quorum is not present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice
3. Email voting is permitted on Board of Directors business and the policy and process will be set by Board policy.
Section 5 Notices, Agendas, and Minutes:
1. Written notice of all CAMPS meetings must be given at least three (3) days in advance.
2. In cases of emergency, of which the President shall be the judge, special meetings may be held with at least twenty-four (24) hours’ notice.
3. Members are entitled to a copy of the Board of Directors meeting minutes after the minutes are approved by the Board.
ARTICLE IV – BOARD OF DIRECTORS
Section 1 Composition: The Board of Directors shall consist of seven (7) to eleven (11) elected members. A majority of the members of the Board of Directors must be Manufacturer Members. All members elected or appointed to the Board of Directors must be members in good standing. Each Director has an equal vote for Board of Director business.
Section 2 Selection:
1. The President shall appoint, subject to approval by the Board of Directors, a Nominating Committee of three (3) Members plus the Executive Director. The President will designate the committee chair.
a. Prior to the September meeting of the Board of Directors, the Nominating Committee shall present to the Board of Directors a slate of Members to replace the Directors whose regular terms are expiring. The CAMPS Board slate will include candidates to fill the open positions on the Board of Directors. The Nominating Committee will confirm each candidate is a Member in good standing and has agreed to accept the responsibility of a Director.
b. The Board Chairman will contact and validate each candidate’s interest and acceptability.
2. Upon receipt of the report from the Nominating Committee and acceptance by the Board of Directors, the President shall notify the membership by mail and/or by email at least twenty (20) days prior to the regular October Board meeting of the names of the people nominated as candidates for Directors and the Members’ right of petition and the voting procedures.
3. The Board of Directors shall determine the voting and balloting procedures which may include electronic or online voting.
4. The Board of Directors shall at their regular November Board Meeting declare the candidates with the greatest number of votes elected to fill the open positions.
5. The President shall appoint, subject to the approval of the Board of Directors, at least three (3) but not more than five (5) judges who are not members of the Board of Directors or candidates for election. Such judges shall supervise the election including the auditing of the ballots. They shall report the results of the election to the Board of Directors at the regular November Board meeting.
Section 3 Seating: All newly elected Directors shall be installed and seated at the regular December Board meeting.
Section 4 Powers and Duties: The Board of Directors shall be the governing and policy-making body of CAMPS subject only to the limitations and expectations provided for in Articles of Incorporation and these Bylaws.
Section 5 Limitations: No actions by a Director shall be binding upon, or constitute an expression of policy of CAMPS until it shall have been approved or ratified by the Board. No individual Director shall represent the Board of Directors without proper authorization, as recorded in the minutes of regular or special meeting.
Section 6 Vacancies: When a vacancy occurs among the Directors, the President shall select a replacement to present to the Executive Committee for approval to fill the vacant position for the unexpired term of his or her predecessor. Vacancies must follow the Board composition categories as set forth in Article IV, Section 1.
Section 7 Term in Office for Elected Board Members: Directors are elected for three-year terms.
Section 8 Succession: Directors are not restricted from multiple terms so long as they are reelected in accordance with these Bylaws.
Section 10 Absence From Board of Directors Meeting: A Director who has been absent from three (3) consecutive Board of Directors meetings without a valid excuse accepted by the Board of Directors shall be deemed to have resigned from the Board of Directors. A replacement Director will be selected to fill out the term as covered in Article IV, Section 5.
Section 11 Indemnification: CAMPS shall indemnify and hold harmless any and all the Directors or former Directors against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding, in which they or any of them are made parties, or a party, by reason of having been a Director of CAMPS, except in relation to matters as to which Director shall be judged in such action, suit, or proceeding to be liable for negligence or misconduct in performance of duty and to such matters as shall be settled by agreement predicted on this existence of much liability of negligence or misconduct.
ARTICLE V – OFFICERS
Section 1 Determination of Officers: The Board of Directors at its regular December meeting shall reorganize for the coming year. The elected Officers of the Board shall be the President, Vice President, Treasurer, and Secretary. These officers will be nominated and elected from members of the newly seated Board of Directors. All Officers shall serve for a term of one (1) year or until their successor assumes the duties of office. All Officers shall be voting members of the Board of Directors.
Section 2 Duties of Officers:
1. President:
a. The President shall serve as the chief elected officer of CAMPS and shall preside at all meetings of the membership, Board of Directors and Executive Committee
b. The President shall, with the advice and counsel of the Executive Director, assign committee chairs, subject to approval of the Board of Directors
2. Immediate Past President:
a. The Immediate Past President shall serve as an advisor, will conduct Board and Executive Committee meetings in the absence of the President or in the event of the death, inability, or refusal to act of the President, and assist the President as requested.
3. Vice President
a. The Vice President ideally will have served on the Board of Directors in some capacity (Director or Officer) for at least one year prior to serving as Vice President. It is expected that the Vice President is in a preparation stage to be elected to serve as President in the year following. The Vice President will devote his or her term to develop a Program of Work for the following year and otherwise preparing for the office of President. The Vice President shall be a member of all CAMPS committees.
4. Treasurer:
a. The Treasurer shall be responsible for the safeguarding of all funds received by CAMPS and for their proper disbursement. Such funds shall be kept on deposit in a financial institution or invested in a manner approved by the Board of Directors. A resolution shall be presented annually to the Board of the Directors identifying those Officers authorized to sign checks on behalf of CAMPS. The Executive Director shall cause checks to be prepared for the signature in accordance with spending authorizations established by the Board of Directors.
b. The Treasurer shall oversee the preparation of the annual budget, which shall be prepared by CAMPS staff. The Treasurer shall cause monthly financial statements to be made to the Board.
5. Secretary
a. The Secretary shall supervise maintenance of corporate records by CAMPS staff, and shall perform such other duties as from time to time may be assigned to the Secretary by the President or the Board.
Section 3 Executive Committee: The Executive Committee shall act for and on behalf of the Board of Directors when the Board of Directors is not in session, but shall be accountable to the Board for its actions. It shall be composed of the President, Immediate Past-President, Vice President, Treasurer, Secretary, and Executive Director. The President will serve as head of the Executive Committee.
Section 4 Salary: None of the Officers shall receive any salary or compensation.
Section 5 Vacancies:
1. If a vacancy occurs in the office of the President, the Vice President shall succeed him/her for the unexpired year
2. When a vacancy occurs among the other Officer positions, the President shall present a replacement candidate to the Executive Committee for approval within 60 days to fill the vacant position for the unexpired term.
Section 6 Indemnification: CAMPS shall indemnify and hold harmless any and all the Officers or former Officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding, in which they or any of them are made parties, or a party, by reason of having been an Officer of CAMPS, except in relation to matters as to which Officer shall be judged in such action, suit, or proceeding to be liable for negligence or misconduct in performance of duty and to such matters as shall be settled by agreement predicted on this existence of much liability of negligence or misconduct.
Section 7 Insurance – The Executive Committee will ensure that all appropriate insurance coverage's are in place and current. This includes, but is not limited to: Professional Liability Insurance, General Liability Insurance, Employment and Related Practices Insurance, Fraud protection, and Direct & Officers Insurance.
ARTICLE VI – INTENTIONALLY DELETED
ARTICLE VII – COMMITTEES
Section 1 Appointment and Authority:
1. The President, by and with approval of the Board of Directors, shall appoint all committee leaders.
2. The President may appoint such ad hoc committees and their leaders as deemed necessary to carry out the program of CAMPS.
3. Committee appointment shall be at the will and pleasure of the President and shall serve concurrent with the term of the appointing President, unless the Board of Directors approves a different term.
4. It shall be the function of committees to make investigations, conduct studies and hearings, make recommendations to the Board of Directors and to carry on such activities as may be delegated to them by the Board of Directors.
5. Committee members shall be Members in good standing of CAMPS
Section 2 Limitation of Authority:
1. No action by any member, committee, employee, Director or Officer shall be binding upon, or constitute an expression of policy of CAMPS until it shall have been approved or ratified by the Board of Directors.
2. The President shall discharge ad hoc committees when their work has been completed and their reports accepted, or when, in the opinion of the Board, it is deemed wise to discontinue the ad hoc committee.
ARTICLE XIII – EXECUTIVE DIRECTOR
Section 1: The Board of Directors shall appoint an Executive Director who shall be the managing officer of CAMPS. The Executive Director has responsibility for managing the day-to-day operation of the corporation and its business activities, to employ employees of the corporation, to designate their titles, to fix compensation and to discharge them. The Executive Director is duly authorized to make such expenditures necessary to protect the corporation's assets and achieve its approved budgeted programs and goals. However, the Executive Director shall seek specific review and approval of the Executive Committee for:
1. Any contract, business agreement or understanding that encumbers CAMPS for any period longer than 12 months
2. Purchase of any asset whose cost exceeds $5,000
3. Commit or make any purchase over $5,000, unless covered by the current Board Approved Budget
The Executive Director shall have charge of all offices, files and records and shall direct the publicity and general correspondence of CAMPS. The Executive Director will be a member of and shall coordinate and be responsible for the functioning of each committee, department and affiliate including the Executive Committee and Board of Directors. The Executive Director shall have such other duties as may be required by the Board of Directors or by the Executive Committee. The Executive Director shall make reports to the Board of Directors and the Executive Committee covering the activities of CAMPS and shall also make such recommendations thereto from time to time to increase the effectiveness of CAMPS. The Board of Directors shall fix the compensation of the Executive Director. The Executive Committee shall be responsible for performing the Executive Director’s annual performance review, setting the Executive Director’s performance criteria and recommending compensation for the Executive Director.
ARTICLE X – FINANCE AND FISCAL-PROGRAM YEAR
Section 1 Fiscal Year and Program Year: The fiscal year of CAMPS shall begin January 1 and shall end December 31, of the same year. The program year of CAMPS will coincide with the fiscal year.
Section 2 Funds: All money paid to CAMPS shall be accounted for by way of monthly accounting and budget forms
Section 3 Disbursement: Upon approval of the budget, the Executive Director is authorized to make disbursements on accounts and expenses provide for in the budget without additional approval of the Board of Directors.
Section 4 Budget: As soon as possible after election of the new Board of Directors and Officers, the Executive Committee shall adopt the budget for the coming year and submit it to the Board of Directors for approval.
Section 5 Annual Review: The Board may employ an independent auditor to review the books of CAMPS. A detailed report of the examination and review of the books will be presented to the Board, and the Members will be notified that a review report is available for examination.
Section 6 Bonding: A sufficient fidelity bond in the amount set by the Board and paid for by CAMPS shall bond the Directors, Officers and staff.
ARTICLE XI – DISSOLUTION
Section 1 Procedure: CAMPS shall use its funds only to accomplish the objectives and purpose specified in these Bylaws and no part of its net earnings shall inure to the benefit of any director, officer, member of CAMPS, or to any private individual.
1. When Dissolution of CAMPS occurs Article of Incorporation, filed February 22, 2007 Section VI Limitations (Center for Advanced Manufacturing Puget Sound) will be followed:
Article of Incorporation, filed February 22, 2007 Section VI Limitations Section 6.2
No director, officer, member of the corporation (other than a corporate member exempt under Section 501 (c) (3) of the Internal Revenue Code), or any private individual shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation, or upon winding up its affairs.
In the event of termination, dissolution or liquidation of this corporation, the net assets remaining after payment of or adequate provision for all debts and obligations of the corporation shall be transferred and conveyed exclusively to or among one or more domestic funds, foundations, corporations, societies or organizations with an exempt purpose which have established tax-exempt status under Internal Revenue Code §501(c) (3) as the board of directors may then direct.
ARTICLE XII – PROCEEDINGS
Section 1 Parliamentary Authority: The concurrent edition of Robert’s Rules of Order shall be the final source of authority in all questions of parliamentary procedure when such rules are not inconsistent with the Charter or Bylaws of CAMPS.
ARTICLE XIII – AMENDMENTS
Section 1 Amending the Bylaws: The Bylaws may be amended by two-thirds (2/3) vote of the members of the Board of Directors through the following procedure:
1. Following a study by the Executive Committee, the proposed changes or amendments shall be presented to each member of the Board of Directors in writing with the recommendations of the Executive Committee and the reasons for any recommended changes
2. Immediately following the introduction of any proposed amendments to the Board of Directors, the Members shall be notified in writing that the Board of Directors is considering the proposed amendments, and where copies of the specific amendments are available for review.
3. Members should be encouraged to express their opinions, pro and con, to the Board of Directors regarding any proposed amendments.
4. Not less than fifteen (15) days thereafter, the Board of Directors shall vote on the proposed amendments; if the requisite two-thirds (2/3) majority shall again favor the amendments, the passage is final
5. The Secretary shall enter amendments into the CAMPS Bylaws
ARTICLE XIV – REFERENDUM
Section 1 Referendum Vote: Upon the request in writing of twenty-five (25) members in good standing, the Board of Directors shall, or upon its own initiative may submit questions pertaining to policies or projects by mail to the Members for a referendum vote. The procedure shall be as follows:
1. A brief statement supporting each side of the question shall accompany the ballot for that vote.
2. Action taken thereon shall be final and shall bind the Board of Directors.
3. A fifty-one percent (51%) vote of the Members casting a ballot shall constitute a referendum and a majority of the votes passed shall control.
4. The Board of Directors shall determine the balloting procedures.
5. Each Member may indicate his/her vote on the ballot in accordance with the procedures.