Bylaws Of
A SOUND COALITION

The name of the organization shall be A Sound Coalition. The principal offices of this organization shall be located at 3800A Bridgeport Way W. #124, University Place, Washington, 98466, within the State of Washington. The organization may have other offices, either within or without the State of Washington, as the Board of Directors, "Board", may designate or as the business of the organization may require from time to time.

2.1 MISSION STATEMENT

This coalition is formed as a non-profit, educational and support network of multi-cultural Bisexual, Gay, Heterosexual, Lesbian and Transgender people. It is our mission to unify our communities by learning to communicate with and to educate one another about who we are so we can work together to remove the obstacles to peaceful, respectful, healthy and completely integrated lives.

Any Community Member, Community Based Organization or Business in the private sector that supports our purpose shall be considered for membership. A member shall be added to the roster through nomination of the membership committee and approval of the Board

The organization shall initially have two classes of members.
Class 1: Individual Community Members
Class 2: Community Based Organizations and Businesses in the Private Sector
Additional classes of members, the manner of election and the qualifications of each additional class of members may be added by amendment to these Bylaws.

Each member shall be entitled to cast one vote on issues submitted for general question and one vote for each position being voted upon at an election of Directors.

Three fourths of the time allotted to decide upon an issue shall be spent discussing the issue, with the intent of reaching a decision by consensus. Each person present at that particular meeting shall be allotted time to express their opinion. If at the end of the allotted time, consensus has not been reached, the decision shall be determined by 60% of the members present. The vote shall be by show of hands or written ballot if requested.

The Secretary shall cause to be delivered to each member entitled to notice of a vote, either personally or by mail, not less than five days before the meeting, written notice stating the place, date and time of the meeting. In case of a special meeting, the notice shall state the purpose for which the meeting is being called.

The annual meeting of the members shall be held the 17th day of September in each year at a time to be announced. The meeting shall be held for the purposes of electing Directors, presenting year-end reports and conducting other business necessary to the operation of the organization.

The President or the Board may call for special meetings of the members for any purpose.

All meetings of members shall be held at the principal offices of the organization or at such other place designated by the President or the Board. Notice of meetings general or special shall be in accordance with Article 2.6

Whenever any notice is required to be given to any member under the provisions of these Bylaws, the Articles of Incorporation or applicable Washington law, a waiver in writing, signed by the person or persons not wishing to receive such notices shall be maintained on file. Otherwise notices shall be forwarded in accordance with Article 2.6

A simple majority of the members of the organization entitled to vote, physically present or by proxy shall constitute a quorum of the members. If less than a quorum is present at a particular meeting, a majority of the members present may move to adjourn the meeting until further notice.

Any member may vote by proxy if the ballot is executed in writing by the member or their representative designated in writing. Member should keep in mind that, if mailed, the ballot should arrive at the organization's place of operation before the voting process begins. It shall then be the registered agent or their designated representative's responsibility to cause the ballots to be delivered to the meeting in which voting will take place. Ballots received after votes have been cast, will be returned.

Members of the organization may participate in a meeting by means of conference call, providing all members participating can hear each other at the same time. Participation shall constitute presence in person at a meeting.

3.1 GENERAL POWERS

The affairs of this organization shall be managed by a Board of Directors.

The Board shall consist of not less than five and no more than eleven Directors. The number of Directors may be changed from time to time by the amendment of these by Bylaws.

Directors shall be members of the organization. Efforts shall be made to recruit at least one representative from each of the communities specified in article 2.1 and representative of diverse cultural communities. Persons with fiduciary interest may serve on the board, but must abstain from voting on matters relevant to their organization or organizations they may be working in collaboration with at the time of voting.

3.4.1 INITIAL DIRECTORS

The initial Directors named in the Articles of Incorporation shall serve until the first annual meeting of the organization.

Successor Directors shall be elected each year at the annual meeting of members. The election of Directors may be conducted by mail or in such manner as the Board of Directors shall determine.

Unless a Director dies, resigns or is removed, they shall hold office until the next annual meeting of the Board or until their successor is elected, whichever is later. Terms of the Board of Directors shall be staggered one and two year terms.

The annual meeting of the Board shall be held immediately following and on the same day and place as the annual meeting of the members for the purposes of electing officers, presenting year end reports and conducting other business necessary to the operation of the organization.

By resolution, the Board may specify in advance the date, time and place for the holding of regular meetings.

Special meetings of the Board or any committee designated and appointed by the Board may be called at the written request of the President or any three Directors, or in the case of a committee, by the committee chair. The person or persons authorized to call the special meeting may request any meeting location within or without the State of Washington.

Members of the organization may participate in a meeting by means of conference call, whereby all members participating can hear each other at the same time. Participation shall constitute presence in person at a meeting.

All meetings of members shall be held at the principal offices of the organization or at such other place designated by the Chair or the Board. Notice of meetings general or special shall be in accordance with Article 2.6.

No provisions are authorized for waiver of notification of General, Committee or Board meetings for members that serve on the Board of Directors.

A simple majority of the Directors of the organization, physically present or by proxy, shall constitute a quorum for the transacting of business for this organization. If less than a quorum is present at a particular meeting, a majority of the Directors present may move to adjourn the meeting until further notice.

Any Director may vote by proxy if the ballot is executed in writing by the member or representative designated in writing. Directors should keep in mind, if mailing, the ballot should arrive at the organization's place of operation before the voting process begins.

A Director of this organization present at a Board meeting a which action on an item has been taken shall be presumed to have assented to the action unless their dissent or abstention is entered in the minutes of the meeting or unless the Director files a written dissent or abstention to such action with the Director or person acting as Secretary by registered mail immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.

Any Director may resign at any time by delivering written notice to the President or Secretary of the organization. Any such resignation shall take effect at the time specified therein or upon delivery thereof. Acceptance of such resignation shall not be necessary to make it effective unless the Director in question is engaged in contractual agreements with the organization.

At a meeting of the members called expressly for that purpose, one or more Directors (including the entire Board) may be removed from office by two thirds of the votes cast by the members entitled to vote. Removal may not be taken until adequate justification is provided to substantiate such an action. Person or persons in question have an option to dispute such actions, and shall remain in position without administrative authority until the appeal has been concluded. Upon conclusion if the cause for removal is justified the person or persons shall be removed and members shall elect new officers in accordance with provision set forth in Article 3.5. In the event removal is not justified person or persons in question shall be restored to full authority and the matter shall be considered closed.

A vacancy in the position of Director may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board. A Director who fills a vacancy shall serve for the unexpired term of their predecessor in office.

The Board, by resolution of a majority of the Directors in office, may designate and appoint one or more standing or temporary committees. Each of which shall consist of one Director and at least one Chairperson. Such committees shall exercise the authority granted them by the Board to perform the task assigned.

The Directors shall receive no compensation for their service as Director but may receive reimbursement for expenditures incurred on behalf of the organization.

4.1 NUMBER AND QUALIFICATIONS

The officers of the organization shall be a President, one or more Vice-Presidents, a Secretary and a Treasurer, each of whom shall be elected by the Board. Other officers and assistant officers may be elected or appointed by the board to perform such duties as may arise from time to time. Any officer may be assigned any additional title that the Board deems appropriate. One or two offices may be held by the same person, except the offices of the President and Secretary.

The officers of the organization shall be elected each year by the Board at the annual meeting of the Board. Unless an officer dies, resigns or is removed from office, they shall hold office until the next annual meeting of the Board or until their successor is elected.

Any officer may resign at any time by delivering written notice to the President or Secretary of the organization. Any such resignation shall take effect at the time specified therein or upon delivery thereof. Acceptance of such resignation shall not be necessary to make it effective unless the officer in question is engaged in contractual agreements with the organization.

Any officer or agent appointed by the Board may be removed from office by the Board whenever in its judgment the best interest of the organization would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

A vacancy in the office created by death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board for the unexpired term or for a new term established by the Board.

The President shall be chief executive officer of the organization and subject to the Board's control, shall supervise and control all assets, business and affairs of the organization. The President shall preside over all meetings of the members of the Board. The President may sign contracts or other instruments, except when signing and execution thereof have been expressly delegated by the Board to some other officer. In general, the President shall perform all duties incident to the office of President and such duties as are assigned by the Board from time to time.

In the event of the death of the President or his or her inability to act, the Vice-President shall perform the duties of the President, except as may be limited by the resolution of the Board, with all powers of and subject to all restrictions upon the President. The Vice-President shall have, to the full extent authorized by the President or the Board, the same powers as the President to sign contracts and other instruments. The Vice-President shall perform such other duties as from time to time may be assigned to him or her by the President or the Board.

The Secretary shall: (a) keep the minutes of the meetings of members and the Board, and minutes which may be maintained by committees of the Board; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the organizational records; (d) keep records of addresses and classes of Directors, officers and members of the organization; (e) sign with the President or other officer authorized by the President or Board contracts or other instruments; and (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 him or her by the President or the Board.

If requested by the Board, the Treasurer shall have charge and custody of and be responsible for all funds and securities of the organization; receive and give receipts for monies due and payable to the organization from any source whatsoever, and deposit all such monies in the name of the organization in banks, trust companies, or other depositories. In general the Treasurer will perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board.

The salaries of the officers and agents shall be as fixed from time to time by the Board or by any person or persons to whom the Board has delegated such authority. No officer shall be prevented from receiving a salary by reason of the fact that he or she is the Director of the organization.

5.1 BOOKS and RECORDS

The organization shall keep at its principal or registered office copies of its current Articles of Incorporation and Bylaws; correct and adequate records of accounts and finances; minutes of the proceedings of its members and Board, and any minutes which may be maintained by committees of the Board; records of the name and address and class of each Director, officer and member; and such other records as may be necessary or advisable. All books and records of the organization shall be open at any reasonable time to inspection by any member of three months standing or to a representative of more than five percent of the membership.

5.2 ACCOUNTING YEAR

The accounting year of the organization shall be twelve months ending in September of each year.

The rules of procedure at meetings of the Board and committees of the Board and its members shall be rules contained in appendix 1 of these Bylaws.

These Bylaws may be altered, amended or replaced and new Bylaws may be adopted by the vote of a majority of the number of Directors fixed by or in the manner provided by these bylaws.

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