Bylaws of the Pacific Northwest Region of the Lewis & Clark Trail Heritage Foundation

Adopted 5/26/21

PURPOSE

1. The Pacific Northwest Region (the Region) of the Lewis & Clark Trail Heritage Foundation (the Foundation) exists to provide administrative support for and coordination among the Idaho, Oregon, and Washington Chapters of the Foundation (the Chapters).
2. The Region operates with the rules, guidance, and support of the Lewis & Clark Trail Heritage Foundation.
3. The Region is a partnership of the Chapters; it has no separate legal corporate existence. The Region may serve in a role to transition to a combined Chapter; in such case these bylaws will be amended and articles of incorporation adopted.

ROLES

1. The Region provides support for Chapters in these areas:
• A combined Regional newsletter, replacing the former Chapter newsletters.
• A combined Regional website, replacing the former Chapter websites.
• Coordinated planning and calendaring for events run by Chapters.
• A treasury function, holding/administering/reporting the Region’s common and
2. restricted funds, and any funds entrusted to the treasury by Chapters. The Region may also engage in Regional events, projects, or initiatives.

BOARD

1. The Region is governed by a board of six directors, comprising two members from each Chapter.
2. Directors are appointed by their respective Chapters for terms of one calendar year, however, Chapters may change their appointed directors at any time.

OFFICERS

1. The officers of the board are selected by the board. At a minimum, they are: Chair, Vice-Chair, Secretary, Treasurer, Communications Director, and Calendar Coordinator. Other officer positions may be established by the board.
2. Officers serve for terms of one calendar year and may be removed by the board at any time.
3. The board may delegate functions and contract for services.
4. As requested by the board, its officers and delegees will provide periodic reports on their activities.

GOVERNANCE

1. Notice of meetings must be provided at least one week in advance, unless waived by all directors.
2. A quorum for board decisions is four directors.
3. A majority of votes from directors present, and a positive vote from at least one director from each chapter, is required to make a decision.
4. Meetings may take place in person or by electronic teleconference.

FINANCE

1. The Region’s fiscal year runs October 1 to September 30 (mirroring that of the Foundation).
2. The Region holds a Common Fund, representing initial contributions from Chapters on a pro-rata per-member basis and dues received from 2022 onward, plus any other income from Region-level activities. The Common Fund covers the expenses of Regional support for Chapters (detailed in ROLES).
3. The Region may hold Region-level restricted funds, relating to Regional events, projects, or initiatives. The Region’s Common and restricted funds are budgeted, collected, and disbursed under the direction of the Region’s board.
4. The Region may hold Chapter-level general or restricted funds, as entrusted to it by individual Chapters. Such funds are managed upon the instruction of the individual Chapters.

SEPARATION

1. A Chapter may leave the Region by giving at least 60 days’ notice. Separation may only take place at fiscal year-end.
2. Such separation must follow the rules of the Foundation.
3. Within 60 days after separation, the Region will deliver the separating Chapter’s Chapter-level general and restricted funds, plus a pro-rata share of the Common Fund based on the member counts at fiscal year-end.
4. In the case of separation, the board number and quorum requirements of these bylaws will be amended by the board.

AMENDMENTS

1. These bylaws may only be amended by a majority vote of all directors, with at least one director from each Chapter concurring.