Bylaws

Article 1 - General Provisions

Section 1. Name - The name of the corporation shall be WIGGLY WORLD.

Section 2. Location - The principal office shall be located 1515 12th Ave, Seattle, WA 98122; provided that from time to time the corporation may also conduct business within or without its state of incorporation as its business may require and as the board of directors may designate.

Section 3. Seal - The Corporate seal, if any, shall bear the name of the Corporation and be impressed or affixed to any paper or document necessary and proper to the conduct of business by the corporation.

Section 4. Fiscal Year - The fiscal year of the corporation shall begin on October 1 and end on September 30.
 

 

Article 2 - Nonprofit Purposes

Section 1. IRC Section 501(c)(3) Purposes - This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

Section 2. Specific Objectives and Purposes - The corporation is formed to encourage the creation and production of independent film. The specific purposes and objectives of this corporation shall be to provide material, personal, and financial resources to the filmmakers.
 

 

Article 3 - Directors

Section 1. Powers - The business and property of the corporation shall be managed by a Board of Directors who may exercise all the powers of the corporation which are not expressly reserved to the members by law, the Articles of Incorporation, or these Bylaws, and subject to the laws of this state.

Section 2. Number - The Board of Directors shall have no fewer than five (5) and no more than nineteen (19) elected directors unless otherwise determined by amendment to these bylaws by the Board of Directors.

Section 3. Election - To qualify for election to the Board of Directors, candidates must be members of the corporation. Board members shall be elected for two year terms in staggered annual elections by the membership, with the two incorporators named as Directors at the first annual meeting following adoption of these Bylaws. All directors shall hold office until the second annual meeting after their election or special meeting in lieu of the annual meeting and thereafter until their respective successors are chosen and qualified or until he or she sooner dies, resigns, is removed, or becomes disqualified.

Section 3A. Nominating Process The Board of Directors shall nominate a list of one or more candidates for each elected Director office to be filled, and shall add to that nominating list additional candidates who have been nominated by petition of five members submitted to an officer by or at the time of an election.
 

It shall be the duties of the Directors to:

(a) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;

(b) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;

(c) Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;

(d) Meet at such times and places as required by these Bylaws;

(e) Register their addresses with the Secretary of the corporation, and notices of meetings mailed to them at such addresses shall be valid notices thereof;

(f) Make and change regulations not inconsistent with these Bylaws for the management of the corporations business and affairs;

(g) Delegate any of the powers of the Board to any standing or special committee, or to any officer or agent of the corporation, with such powers as the Board may see fit to grant;

(h) Purchase or otherwise acquire for the corporation, any property, rights, or privileges that the corporation is authorized by law to purchase or otherwise acquire at such prices as the Board may consider advisable, and, in its discretion, may pay therefor, in whole or in part;

(i) Sell or otherwise dispose of, transfer, or convey, any property of the corporation, at such prices and consideration and upon such terms and conditions as the Board may consider advisable, and in its discretion accept in payment or exchange therefor, in whole or part, money or property of any corporation or corporations, except as otherwise provided by law, the Articles of Incorporation, or these Bylaws;

(j) Cooperate or establish liaison with other public and private organization having artistic and/or literary purposes advancing the corporation's purposes, consistent with law, the Articles of Incorporation, or these Bylaws, or the requirement of the Internal Revenue Code necessary to maintain the corporation's tax-exempt status.

Section 4A. Voting Privileges - A Director may have two votes and two votes only at a meeting at which the Active (only voting members) members are voting their one vote for electing a Board Member, amending the Bylaws, or some designated issue. At meetings only of the Board of Directors and Officers, all shall have one vote and one vote only.

Section 5. Removal - A Director may be removed with or without cause by affirmative vote of two-thirds (2/3) of the active members of the corporation at a special meeting called by the Board for that purpose. A Director may be removed with cause only after reasonable notice and opportunity to be heard.

Section 6. Resignation - A Director may resign by delivering his or her written resignation to the President, Treasurer, or Secretary of the corporation, to a meeting of the members or directors, or to the corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time) and acceptance thereof shall not be necessary to make it effective unless it so states.

Section 7. Regular Meetings - Regular meetings of the Board of Directors shall be held at such places and at such times as the Directors may determine; provided that the board shall meet at least four times during each fiscal year of the corporation. Meetings are open to the active membership, though active members may not participate without due process.

Section 8. Special Meetings - Special meetings of the Board of Directors shall be held at any time and any place when called by the President, or in his or her absence by the Secretary. Special meetings may be demanded by a vote of 5 or more active members at 48 hours notice, given in writing to the board president. Should a quorum of the board be unavailable, a 48 hour extension shall be granted.

Section 9. Notice of Meetings - Except as herein above provided, notice of all meetings of the Directors shall be given to each director by the secretary, or in the case of the death, absence, incapacity or refusal of such person, by the president. Such notice may be oral or written, may be given personally, by mail, by telephone, or by facsimile machine, and shall state the place, date and time of the meeting but need not state the matters proposed to be acted upon at the meeting, unless if an amendment to these Bylaws, election of a Director, or hearing of a Director to be removed shall be a purpose of the meeting, the same so shall be stated in the notice.

Section 10. Quorum for Meetings - A quorum shall consist of five or more members of the Board of Directors. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

Section 11. Majority Action as Board Action - Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the Board.

Section 12. Conduct of Meetings - The President of the corporation shall preside over meetings of the Board of Directors, or, in his or her absence, by a Chairperson chosen by a majority of directors present at the meeting. The Secretary of the corporation, or another person appointed by the presiding officer, shall act as secretary of all meetings of the Board of Directors.

Section 13. Non-liability of Directors - The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

Section 14. Indemnification by Corporation of Directors and Officers - The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.

Section 15. Insurance for Corporate Agents - Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws, or provisions of law.

Section 16. Director Compensation - A director shall not be entitled to receive compensation for his or her services, but the Board may from time to time establish a policy of reimbursing for the expenses of business conducted by a director for the purposes of the corporation. A director shall not be precluded from serving the corporation in any other capacity and receiving reasonable compensation for any such services.

 

Article 4 - Officers

Section 1. Designation of Officers - The officers of the corporation shall initially be a President and a combined post of Secretary/Treasurer. The corporation may also have a Vice President, Chairperson of the Board, Secretary, and Treasurer, and other such officers with such titles as may be determined from time to time by the Board of Directors. The offices of President and Treasurer are the only offices which may not be combined.

Section 2. Qualifications of Officers - Any person may serve as officer of this corporation .

Section 3. Election/Term of Office - Officers shall be elected annually by the Board of Directors following the annual meeting of members. Other officers, if any, may be elected by the Board of Directors at any time. Officers shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever comes first.

Section 4. Duties of President - The President shall:

(a) be the chief executive of the corporation and, subject to the direction of the Board, shall have general and active management of the business of the corporation,

(b) see that all orders and resolutions of the Board are carried into effect,

(c) make all decisions and perform all acts necessary to the conduct of the corporation between meetings of the Directors,

(d) preside at all meetings of the Directors.

(e) cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.

(f) cause the formation of any committees, such as fundraising and membership committees which are needed to be delegated duties deemed appropriate by the President and the Board for the purposes of the corporation.

Section 5. Duties of Secretary - The Secretary shall have and may exercise all the powers and duties of the president, any officer, and the board as they may designate or in their absence or inability to act. The Secretary shall:

(a) record and maintain records of all proceedings of the members and directors in a book or series of books kept for that purpose, which book or books shall be available at all reasonable times to the inspection of any member.

(b) maintain and exhibit upon request:

(i) records of all meetings of the incorporators,

(ii) copies of the Articles of Incorporation and Bylaws, and

(iii) the names of all members and Directors, and the address of each.

(c) give, or cause to be given, notice of all meetings of the members and special meetings of the Board of Directors;

(d) perform such other duties as may be prescribed by the Board of Directors or the president;

(e) keep in safe custody the seal of the corporation if any and, when authorized by the Board of Directors, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his or her signature or by the signature of the treasurer or such other officer as the Board of Directors may designate.

(f) perform all duties incident to the office of secretary and such other duties required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

Section 6. Duties of Treasurer - The Treasurer shall be chief financial officer and chief accounting officer of the corporation. The Treasurer shall have other duties or powers as are designated by the Board of Directors, and shall have and exercise all the powers and duties of the President in the event of their inability to act. He or she shall:

(a) have the custody of the corporate funds and securities and keep full and accurate accounts or receipts and disbursements in books belonging to the corporation;

(b) deposit all monies in the name and to the credit of the corporation in such depositories as designated by the Board of Directors;

(c) disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements;

(d) render to the President, and to the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of all his or her transactions as treasurer and of the financial condition of the corporation;

(e) prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports;

(f) exhibit at all reasonable times the books of account and financial records to any Director, or to his or her agent or attorney, on request thereafter;

(g) perform all duties incident to the office of treasurer and such other duties as may be required by law, by the Articles of Incorporation, these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

Section 7. Removal of Officer - An officer may be removed with or without cause by vote of a majority of all of the Directors then in office at any special meeting called for such purpose or at any regular meeting. An officer may be removed with cause only after reasonable notice and opportunity to be heard.

Section 8. Resignation of Officer - An officer may resign by delivering his written resignation to the President or Secretary, to a meeting of the members or Directors, or to the Corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time) and acceptance thereof shall not be necessary to make it effective unless it so states.

Section 9. Vacancies - If the office of any officer becomes vacant, the Directors may elect a successor. Each successor shall hold office for the unexpired term, and, in the case of the president, secretary, and treasurer, until his successor is elected and qualified, or in each case until he sooner dies, resigns, is removed or becomes disqualified.

Section 10. Compensation - An officer shall be entitled to receive reasonable compensation or salary for his or her services if so determined by the Board of Directors and in such amounts as the Board of Directors may from time to time determine.
 

 

Article 5 - Committees

Section 1. Committees - The Board of Directors may, by a majority vote of its members, designate a committee. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the Board.

Section 2. Meetings of Committees - Meetings and action of committees shall be noticed by the committees self-appointed secretary in accordance with the provisions of meetings for the Board of Directors in these Bylaws. The secretary of the committee must report all meetings to the Secretary of the Corporation. Minutes shall be recorded at all committee meetings and reported to the Board by a committee secretary or a member present and appointed to do so.

Section 3. Duties of Committees - The President or the Board of Directors may from time to time designate and create committees and shall give duties and responsibilities as the President or Board of Directors may deem appropriate and as may be consistent with the purposes of the Corporation as defined in the Articles of Incorporation.
 

 

Article 6 - Membership

Section 1. Eligibility - Any person actively interested in the purposes of the Corporation, and complying with the requirements and paying the dues as from time to time determined by the Board of Directors, shall be eligible for membership, regardless of age, race, creed, color, national origin, sex, or sexual preference.

Section 2. The following shall be the membership classifications, to be amended from time to time by the Board of Directors. The amounts for membership dues may be changed provisionally at any point by the staff, but all such changes must be ratified by the voting membership at the next Annual Meeting, or such changes shall revert to the amounts before they had been changed.

(a) Member $35 ($60 dual)

(b) Active Members $50

(c) Comrade $150

(d) Sponsor$250+

(e)Patron $1000+

(f).Commissar $5000+

(e) Corporate Sponsors : Non-individual entities who contribute money or film-related equipment to the corporation. Will receive certain privileges as determined by the staff from time to time. They will not have voting privileges. At the discretion of the staff, individuals from companies and corporations may be given individual memberships in exchange for goods, cash or services. They may be formally recognized in the newsletter from time to time along with a description or amount of gift.

Section 3. Non liability of Members - A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.

Section 4. Termination of Members - A membership shall terminate upon member's failure to renew his or her membership or, in the case of Active Members, due to neglect or abuse of membership privileges - particularly, neglect or abuse of equipment or facilities.

Section 5. Meetings - Meetings of members shall be held at the principal office of the corporation or at such other place or place as may be designated from time to time by the Board of Directors. Voting (Active) members shall have notice to attend or may call the following meetings:

(a) The Annual Meeting to be held each summer at the principal office of the corporation. Purpose shall be to elect the Board of Directors and approve and amend the Bylaws. Time to be announced.

(b) Regular meetings shall be held at least once a year at a time and place to be determined by the Board at the Annual Meeting.

(c) Special Meetings shall be called by the Board of Directors, or the President, or a committee of at least five members with an agenda who contact the Secretary from time to time with accordance to the laws of this state, the Articles of Incorporation, and these Bylaws regarding special meetings.

Section 6. Quorum of Members - A quorum shall consist of twenty or more voting (Active) members of the corporation. Except as otherwise provided by the law, the Article of Incorporation, these Bylaws, no business shall be considered by the members at any meeting at which the required quorum is not present, and the only motion which the chair shall entertain is a motion to adjourn.

Section 7. Voting Privileges Active members are entitled to one vote only at all meetings and the Board of Directors are entitled to two. A petition with five active members' endorsements establish the nomination of a candidate for the Board of Directors or motion to an amendment of these Bylaws

Section 8. Conduct of Meetings - Meetings of members shall be presided over by the President of the corporation and recorded by the Secretary/Treasurer. Such rules may be revised from time to time insofar as such rules are not inconsistent with these Bylaws, the Articles of Incorporation, or with provisions of law.
 

 

Article 7 - Handling of Property, Records, Funds, and Gifts

Section 1. Property - The Board and officers of the corporation may solicit property for the non-profit purposes of the corporation at any time.

Section 2. Checks and Notes - Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President of the corporation.

Section 3. Deposits - All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 4. Gifts - The Board of Directors may accept, on behalf of the corporation, any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.

Section 5. Execution of Papers - Except as provided in the Articles of Incorporation or as the Directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, releases, checks, drafts and other obligations to be executed on behalf of the Corporation shall be signed by the President or by the Secretary/Treasurer.

Section 6. Corporate Records - The original, or attested copies of the Articles of Incorporation, Bylaws, and records of all meetings of the incorporators and members, and the membership and fundraising records, which shall contain the names of all members and contributors and their record address of each such persons or corporations, shall be kept at the principal office of the Corporation. Such copies and records shall also be available at all reasonable times for inspection by any member for any proper purpose, but not to secure a list of members or other information for the purpose of selling lists or informational copies thereof or of using the same for a purpose other than in the interest of the applicant, as a member or contributor, relative to the affairs of the corporation.

Section 7. Right to Copy - Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts
 

 

Article 8 - IRC 501(c)(3) Tax Exemption Provisions

IRC 501(c)(3) Tax Exemption Provisions

Section 1. Limitations on Activities - No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501(h) of the Internal Revenue Code], and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

Section 2. Prohibition Against Private Inurement - No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered, to make reimbursements of costs incurred for the purposes of the corporation, and to make payments and distributions in furtherance of the purposes of this corporation.

Section 3. Distribution of Assets - Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.

Section 4. Private Foundation Requirements and Restrictions - In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Code, the corporation shall:

(a) distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code;

(b) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code;

(c) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code;

(d) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code;

(e) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
 

 

Article 9 - Amendments

Subject to the power of the members, if any, of this corporation to adopt, amend or repeal these Bylaws of this corporation and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of the Board of Directors.

The substance of any change to the Bylaws to be made by the Board of Directors and voting members shall be stated in the notice of the meeting of Directors at which the same is to be considered. Any Bylaw may be amended or repealed by motion of a member of the Board or by petition of five Active (voting) members of the corporation.
 

 

Article 10 - Provisions of Law

These Bylaws shall be subject to such provisions of the statutory and common law of the State of Washington as may be applicable to corporations organized under the laws of the State of Washington. References herein to provisions of law shall be deemed to be references to the aforesaid provisions of law. All references in these Bylaws to such provisions of law shall be construed to refer to such provisions as from time to time amended.
 

 

Article 11 - Construction and Terms

If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern. All references in these Bylaws to the Articles of Incorporation shall be construed to mean the Articles of Incorporation of the corporation as from time to time are amended or restated.

Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.

All references in these Bylaws to a Section or Sections of the Internal Revenue Code shall be to suh Sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.