PNMA

24902 43rd Avenue South
Kent, WA 98032

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1-206-465-4019

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PNMA By-Laws


(revised 2006)

ARTICLE I – MISSION AND GOALS

SECTION 1. MISSION

The mission of the PNMA is to encourage, support, and advocate for excellent Montessori education.

SECTION 2. THE GOALS OF PNMA

  1. * To bring all Montessorians of the Northwest together to work in harmony toward excellence in Montessori education regardless of their training background or certification.
  2. * To create a common voice to advocate for the expansion and future of Montessori education.
  3. * To provide a comprehensive Directory of Montessori schools, teachers, teacher-training groups and other resources.
  4. * To provide meaningful communication and support to our members creating a strong Montessori community.
  5. * To provide quality continuing education through PNMA programs, and connecting members with other avenues of training.

ARTICLE II – OFFICES AND RECORDS
SECTION 1. OFFICES
The principle office/s of the Pacific Northwest Montessori Association, herein referred to as PNMA, shall be located as designated on the yearly state registered agent forms, within or without the State of Washington, as the Council may from time to time appoint or its activities may require. 
SECTION 2. RECORDS
The Secretary shall hold the corporate records and minutes; the Treasurer shall hold the financial records; the Committee Coordinators shall hold the working notebooks and records of their committee work; and, a person designated by the council shall store all real property and archived records.  All records can be reviewed by the council at any time.


ARTICLE III – MEMBERSHIP
SECTION 1. MEMBERSHIP
Any person or entity is qualified to become a member of PNMA.  Applicants must make application for their membership in writing and pay their annual dues.  PNMA does not discriminate on the basis race, color, creed, familial status, sex, sexual orientation, . . .
Furthermore, PNMA does not exclude based on Montessori training or lack of training.  Nor does it judge the quality of any entity or individual.  Membership begins July 1st and ends June 30th.
SECTION 2.  DUES
The annual dues payable to PNMA for membership shall be in such amounts as may be determined from time to time by a resolution of the council. 
SECTION 3.  FEES
A person may be charged a fee for events, advertising and other services that PNMA offers.  These fees shall be in such amounts as may be determined from time to time by the council.
SECTION 4. INDEMNIFICATION
PNMA may indemnify and hold harmless to the full extent permitted by applicable law each person who was or is made a party to or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or other proceeding, whether civil, criminal, administrative or investigative, by reason of that fact that s/he is or was a director, officer, employee or agent of PNMA or, being or having been such a director, officer, employee or agent, s/he is or was serving at the request of PNMA as a director, officer, employee, agent, trustee, or in any other capacity of another corporation or partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or omission in an official capacity or in any other capacity while serving as a director, officer, employee, agent, trustee or in any other capacity, against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually or reasonably incurred or suffered by such person in connection therewith.  Such indemnification may continue as to a person who has ceased to be a director, officer, employee or agent of PNMA and shall inure to the benefit of his or her heirs and personal representatives.
SECTION 5. VOTING RIGHTS
At the annual meeting of the members of PNMA, usually the Fall Gathering, each member will be entitled to one vote.  No member shall hold more than one membership in PNMA.  Members may vote in person or by written or signed proxy.
SECTION 6. TERMINATION

  1. Grounds for Termination

The membership of a member shall terminate upon the occurrence of any of the following:

  1. Upon his or her notice of such termination delivered to the President or Secretary of PNMA personally or by mail.  Membership will terminate upon the date of delivery of the notice.

  2. Upon a failure to renew his or her membership.

  3. Upon determination by the Council that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of PNMA.

Termination Procedures

Upon determination that a member should be terminated, the following procedures shall be implemented:

  1. A notice shall be sent by first class or registered mail to the member’s last known address shown in PNMA records, explaining the proposed termination and reasons therefore.  Such notice shall be sent at least forty-five (45) days before the proposed effective date of termination.  The notice will include a hearing date, time, and place where final termination will be determined.

  2. The member being terminated shall be given an opportunity to be heard, either orally or in writing, at the hearing to be held not less than fifteen (15) days before the effective date of the proposed termination.  The Council, in accordance with the quorum, will hold the hearing and the voting rules set forth in these by-laws will be applicable to meetings of the Council.

  3. Following the hearing, the council shall decide whether or not to terminate the member, suspend or sanction him or her.  The decision of the council shall be final.

  4. All rights of a member in PNMA shall cease upon termination of membership as herein provided.


ARTICLE IV – MEMBERSHIP MEETINGS
SECTION 1. ANNUAL MEETING
An annual meeting of the members, usually the Fall Gathering, shall be held on such a date, at such a time, and at such a place as may be determined by the Council, for the purpose of inducting the Council and transacting any business as necessary.  A report verified by the President and Treasurer or by a majority of the Council, either orally or in writing will be presented to the members which includes:

  1. The whole amount of real and personal property owned by PNMA, where located, where and how invested,

  2. A financial report from the previous year including the amount and nature of property acquired, expenditures made to whom and for what purpose, and income received from memberships, fees or other sources.

  3. The names and contact information of the Council

  4. A directory listing the names and contact information of all the members will be available to the members following the annual meeting.

  5. A full report of the proceedings shall be filed with records of PNMA.

SECTION 2. SPECIAL MEETING
Special meetings of the members for any purpose/s, including the above named purpose of an annual meeting, may be called by the President, Council or at the request in writing of not less than one-third of the members.  Such request shall state the purpose/s of the proposed meeting.
SECTION 3. PLACE OF MEETING
The Council may designate any place, either within or without the State of Washington, as the place of meeting for any annual meeting or special meeting of the members.
SECTION 4. NOTICE

Written or printed notice of meeting stating the place, day and hour of any meeting shall be sent by US mail or electronic mail, to members at their addresses shown in the PNMA records, not less than ten (10) nor more than forty (40) before the date of such meeting.  In case of a special meeting or when required by statute or by these by-laws, the purpose/s for the meeting shall be stated in the notice.  Actions taken will be invalid if the purpose/s of the following proposals is not stated clearly in the notice: Removal of Council members without cause; amending the Articles of Incorporation; or, an election to voluntarily dissolve PNMA.

SECTION 5. QUORUM
A quorum at any meeting shall constitute of either one-third of the members; or, if there shall at any time be more than twenty-seven (27) members present in person or by proxy and except as otherwise as may be required by these By-Laws, may act in accordance with the majority of the members present.  If a quorum is not present, a majority of the members present may adjourn the meeting without further notice.
SECTION 6. PROXIES
At any meeting of the members, a member may vote either in person or by proxy executed in writing by the member’s duly authorized agent.  Unless otherwise provided in the proxy, a proxy shall be valid only at a particular, designated meeting.


ARTICLE V – COUNCIL
SECTION 1. GENERAL POWERS

The property, affairs and business of PNMA shall be managed and controlled and all PNMA powers shall be exercised by or under the authority of the Council.  The Council shall have the power to solicit, accept and receive funds and property for PNMA purposes. A Council member of PNMA is not, as such, personally liable for the debts, liabilities or obligations of PNMA.  Council members shall act only through the Council, and any individual member shall have no power as such.

SECTION 2. ELECTIONS, NUMBER AND TENURE

Council shall be named and inducted by the members at the annual meeting of the members.

Council may succeed themselves in office.  Council positions are generally held for one to three year terms.  All Council members shall also be members of PNMA.  The number of Council members shall be a minimum of 7 and a maximum of 24.

Between annual meetings of the membership of PNMA, all vacancies on the Council up to the maximum number authorized shall be filled by the Council at regular Council meeting/s or special Council meeting called for the purpose of filling a vacancy.

  1. At the annual meeting of the membership, the Council shall submit a list for induction of the Council members who have volunteered to serve.  Said slate shall be approved, if a majority of the members attending the meeting in which a quorum is present, vote for such approval.  Said slate may be amended by the members at the membership meeting by the deletion of any name or names on the slate and inclusion of new name or names on the slate, provided that the slate as amended is ultimately approved by the majority of the membership at said meeting at which a quorum is present.

SECTION 3. REGULAR MEETINGS
The council is an effective way to unify PNMA activities and collaborate on projects.  It is a valuable source of guidance and information for the organization.   Minutes will be taken at each meeting and reviewed and accepted at the following meeting.   A treasurer’s report will be given.  Leadership meetings are held as needed.  Each summer in July or August, the PNMA council sponsors an all day retreat where the goals are set for the coming year.  Both incoming and outgoing council members are invited to attend.  Leadership is elected at this meeting for the coming year.  The new council selects council responsibilities.  The Council will provide by resolution, at a regular or a special meeting, the time and place, either within or without the State of Washington, for the holding of additional regular meetings of the Council with notice of place, time and date established not less than one month prior to the meeting.  The Council will make reasonable efforts to hold regular meetings at a convenient time and place for Council members.
SECTION 4. SPECIAL MEETINGS
Except as otherwise set forth in these By-Laws, special meetings of the Council shall be held whenever called by the President or by five (5) Council members.  Notice of each such meeting shall be sent by US mail, electronic mail or telephone to each Council member on a day not later than 5 days before such meeting is to be held.  Notice shall state the time, place and purpose/s of the meeting.
SECTION 5. QUORUM, MANNER OF ACTION AND PROXIES
A quorum at any meeting shall consist of either one-half of the Council members including a minimum of two officers; or, if there shall at any time be more than eight (8) members present in person and except as otherwise as may be required by these By-Laws, may act in accordance with the majority of the members present.  If a quorum is not present, a majority of the Council members present may adjourn the meeting without further notice.  No Council member shall be represented by proxy.
SECTION 6. RESIGNATION AND REMOVAL OF COUNCIL MEMBERS
Any Council member may resign at any time by giving written notice to the President or Secretary of PNMA or to the Council.  Such resignation shall take effect at the date of the receipt of such notice or at a later time specified therein, and, unless otherwise specified therein, and the acceptance of such resignation shall not be necessary to make it effective.  The Council may remove any Council member from the Council at any time for cause after a hearing by the affirmative vote of the majority of the Council at a regular meeting at which a quorum is present.
SECTION 7. VACANCIES
In case any vacancy shall occur on the council because of death, resignation, or removal, or in case any newly created Council position may, at any regular meeting or special meeting, the council may recruit additional Council members.  These volunteers can wait to be inducted at the next regularly scheduled Membership meeting for approval for their induction.
SECTION 8. COMMITTEES ON THE COUNCIL
The Council may elect or cause to be appointed such committees or sub-committees as the Council may deem necessary in performing the business of PNMA and fulfilling the purposes of the Council.  Such Committees shall have powers, duties and obligations as described in these By-Laws or by the Council at the time of setting up said committees.  The action of all committees shall be duly reported to the Council and a record made thereof.


ARTICLE VI – COUNCIL LEADERSHIP
SECTION 1. LEADERSHIP DUTIES
The leadership of the Council shall be the PNMA Officers, and the Committee Coordinators.

The officers are the President, Vice President, Treasurer and Secretary.  The Committee Coordinators are Communication Coordinator, Events Coordinator and the Community Connections Coordinator.  The Council may determine such other Leaders from time to time. A Leader of PNMA is not, as such, personally liable for the debts, liabilities or obligations of PNMA.  Leaders shall act only through the Council, and any individual member shall have no power as such.

President. The President shall preside at all meetings of the Members and Council.  As the principal general Leader of PNMA, the President shall in general supervise and control all activities and affairs of PNMA.  S/he leads the council meetings, coordinating and helping council members to work together as a team.  S/he makes a contact list for meetings.  S/he creates and distributes agenda for the meeting.  S/he circulates a note pad so members can write down items they wish to discuss.  S/he asks for a timekeeper so meetings start and finish on time.  S/he assigns or conducts the greeting, candle lighting, reading or reflection to a member.  S/he asks for summaries from the secretary, treasurer, events, community-connections and leadership committees.  S/he introduces any items from the note pad for discussion.  She delegates responsibilities.  A final check-in around the circle concludes the meeting and the candle is extinguished.  S/he ensures each person who wants to gets an opportunity to serve and that each person who serves gets the help they need to complete the work.  S/he writes or updates the handbook to reflect the work of PNMA and ensure its members do the work efficiently.   She plans and coordinates the summer retreat.  This person is the leader of the organization.

The President shall give notice of, and shall have the right to attend all committee meetings, but unless designated as a regular member of a committee, the President shall be under no obligation to attend its meetings and shall not be counted to determine the number necessary to make a quorum or to determine whether or not a quorum is present.  The President shall perform such other duties as from time to time, may be assigned to this office by the Council.

Vice President.  In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President, and, when so acting, shall have all the powers of and shall be subject to all the restrictions upon the President. The vice president helps the president by communicating with the membership and council as needed.  She makes calls as requested and forwards the messages to the right people.  The person requesting the calls should include who to call, what information needs to be conveyed and by what date or time.  The vice president gives the person who requested the calls the results of the calls – who agreed to volunteer, who will be attending, etc.  S/he keeps a record of the calls.  The vice president maintains a directory, brochures, mentoring schools and list of the volunteers.  S/he can divide up the state by area code to help her contact members and can delegate the E-mail tasks.  S/he answers the 1-800 line and directs people to get answers to their questions about Montessori and PNMA from the volunteer list.  S/he needs to be available to answer and/or return calls within 24 hours.  S/he keeps a log of calls and what information was needed or to whom they were directed.  The Vice President shall perform such other duties as from time to time may be assigned by the Council or by the President.

Treasurer.  The Treasurer shall have charge and custody of and be responsible for all funds and securities of PNMA, receive, and give receipts for, monies due and payable to PNMA from any source whatsoever, and deposit all such monies in the name of PNMA in such banks, trust companies or other depositories as shall be in accordance with the provisions of Article VIII of these By-Laws; sign checks and bank cards for itemized receipts approved by the Council; present monthly budget reports at Council meetings; after financial review and approval of the Council, present an annual report to the members stating the financial standing of PNMA; pay and file any taxes as necessary; be the custodian of PNMA’s Corporate records and of the seal of the Corporation; and in general, perform all duties incident to the office of the Treasurer and such other duties as may be assigned by the Council or by the President.  The treasurer is the authorized custodian of the funds of the PNMA.  The treasurer receives and disburses all monies and sees that all bills are paid promptly.  She/he gives a financial accounting at each council meeting.  Any legal papers including state or federal registration and tax obligations as well insurance are the responsibility of this person.  The budget should be prepared yearly for approval by the executive council.  The treasurer collects all ads for the newsletter and sends to newsletter coordinator.

Secretary.  The Secretary shall keep the minutes of the meetings – Membership, Council and Leadership – in the PNMA Corporate notebook; see that all notices are duly given in accordance with the provisions of these By-Laws and as required by law; keep a register of the contact information of each member and Council list with contact information; and, perform all duties incident to the office of the Secretary and such other duties as may be assigned by the Council or by the President.  The secretary takes minutes at each council meeting.  S/he records the hour, date and place of the meeting and the names of all those attending.  S/he records a summary report from the treasurer, event coordinator, communications and community connections committees.  Any meeting topics discussed include motions, delegation, volunteer opportunities and commitments made by the council.  S/he duplicates them for the following meeting and/or e-mails them to the council members. 

Communications Coordinator.  The Communications Coordinator heads the Communications committee that conducts the business of PNMA.  The committee is responsible for: answering the 1-800 line, provided to answer questions and concerns; publishing a yearly directory, with individual members, vendors, benefits, schools and the list of the Council and Leaders of PNMA; creating and publishing a newsletter in the fall, winter and spring with information about PNMA and community events, articles about what is happening in the community written by our council and membership, as well advertisements; developing and maintaining a web page that gives current information about Montessori and the PNMA and volunteer opportunities. The coordinator selects Council members to plan and execute these duties, and in general, the coordinator performs all duties needed to coordinate and execute communications and such other duties as may be assigned by the Council or by the President.
Events Coordinator.  The Events Coordinator heads the Events committee that conducts the events of PNMA.  The committee is responsible for planning at least three events each year.  The fall program may be informational with a keynote speaker and introduction of the executive board.  The winter program may be networking through interest circles where members can discuss topics of interest to them.  The spring Sharing Fair may be a chance to bring in classroom lessons to share with other members and to recognize the hard work we all do. Each event has an event committee that is empowered to plan and execute each event and to keep the council informed of its needs and progress.  A budget for each event is submitted to the council for approval. The Events Coordinators are great support for the organizers of the events.  They have been program leaders in the past and can help out with advise, support and knowledgeThe coordinator selects Council members to plan and execute these duties, in general, the Coordinator performs all duties needed to coordinate and execute events and such other duties as may be assigned by the Council or by the President.
Community Connections Coordinator.  The Community Connections Coordinator plans and executes public relations, promotional materials and political advocacy programs for PNMA.  The Community Connections Committees are members of the council who attend or serve on committees that effect Montessori education in our state.  These broad-minded people ensure that Montessori will be represented and her voice heard.  These members share concerns, information and look at political and advocacy issues for PNMA.   They also look at scholarship opportunities and donation requests.  A budget for each activity is submitted to the Council for approval.  The coordinator selects Council members to plan and execute these duties, in general, the Coordinator performs all duties needed to coordinate and execute community connections and such other duties as may be assigned by the Council or by the President.
SECTION 2. ELECTION PROCEDURES AND TERM OF OFFICE
The Council will elect the officers and Coordinators to serve as their council leadership.  Elections will be held annually at the Council Summer Retreat.  Candidates with the highest number of votes shall be declared the council leaders.  Each Leadership position may be held until a successor shall have been duly elected or appointed, unless a prior Leader dies, resigns or is removed from his/ her position.  Positions are generally held from one to three years.

  1. Each January, the Vice President selects a nominating committee to select next year’s leadership.

  2. The committee solicits nominations from the Council and membership and prepares a slate of candidates.

  3. If one of the members of the nominating committee is himself or herself nominated, he or she will disqualify himself or herself, from the nominations committee.

  4. The committee shall strive to have at least two (2) candidates for each vacant position.

  5. The committee notifies the candidates.

SECTION 3. RESIGNATION AND REMOVAL FROM OFFICE
Any Leader may resign at any time by giving written notice to the President or Secretary of PNMA or to the Council.  Such resignation shall take effect at the date of the receipt of such notice or at a later time specified therein, and, unless otherwise specified therein, and the acceptance of such resignation shall not be necessary to make it effective.  The Council may remove any Leader or alternate at any time with or without cause at any regular or special meeting thereof.
SECTION 4. VACANCIES
A vacancy in any leadership position because of death, resignation, or removal, or otherwise, may be filled, by the Council its next meeting.

SECTION 5. ALTERNATES
The Council may designate an alternate to act in a Leadership position in case of the absence or disability of the regular Leader, with like powers and effect, when so acting, as if such alternate had been originally designated a regular member in the place and stead of the regular member.
SECTION 6. REGULAR MEETINGS
The Council Leadership will meet regularly at least on a semi-annually basis.  The place, date, and time of any meeting shall be established not less than one month prior to the meeting.  The Leaders will make reasonable efforts to hold regular meetings at a convenient time and place for the majority of the Leaders.
SECTION 7. SPECIAL MEETINGS
Special meetings of the Leaders shall be held whenever called by the President or by three (3) Council Leaders.  Notice of each such meeting shall be sent by US mail, electronic mail or telephone to each Leader on a day not later than seventy-two (72) hours before such meeting is to be held.  Notice shall state the time, place and purpose/s of the meeting.
SECTION 8. QUORUM, MANNER OF ACTION AND PROXIES
A quorum at any meeting shall consist of five (5) members present in person and except as otherwise as may be required by these By-Laws, may act in accordance with the majority of the members present.  If a quorum is not present, a majority of the Leaders present may adjourn the meeting without further notice.  No Leader shall be represented by proxy.
A regular annual meeting of the Council shall be held at a yearly retreat before the annual meeting of the members.  The Council will meet regularly at least on a semi-annually basis.  The Council will provide by resolution, at a regular or a special meeting, the time and pace, either within or without the State of Washington, for the holding of additional regular meetings of the Council with notice of place, time and date established not less than one month prior to the meeting.  The Council will make reasonable efforts to hold regular meetings at a convenient time and place for Council members.
SECTION 9. POWERS
Between meetings of the Council, the Leaders shall have and may exercise all of the powers conferred upon and vested in the Council.  The Council, however shall have the power to review, accept, modify or disapprove any determination of the Leaders; provided however, that no such modification or disapproval shall affect or impair any reasonably entered into, in good faith, in reliance upon the determination of the Leaders that such contact is consistent with the By-Laws or any restrictions previously adopted by the Council or the Membership.


ARTICLE VII - COMMITTEES
SECTION 1. COMMUNICATIONS COMMITTEE
The Communications Committee and officers conduct the business of PNMA.  A 1-800 line is provided to answer questions and concerns.  Members register for events by calling this number.  PNMA offers valuable information in the yearly-published directory.  Here you will find individual members, vendors, benefit, schools and the list of the executive council.  The newsletter published in the fall, winter and spring has information about PNMA and community events, articles about what is happening in the community written by our council and membership, as well advertisements.  The web page gives current information about Montessori and the PNMA and volunteer opportunities.  The communications Committee performs all duties needed to coordinate and execute communications and such other duties as may be assigned by the Council or by the President.
SECTION 2. EVENTS COMMITTEE
PNMA Events Committee plans at least three events each year.  The fall program will be informational with a keynote speaker and introduction of the executive board.  The winter program will be networking through interest circles where members can discuss topics of interest to them.  The spring Sharing Fair is a chance to bring in classroom lessons to share with other members and to recognize the hard work we all do. Each event has an event committee that is empowered to plan and execute each event and to keep the council informed of its needs and progress.  A budget for each event is submitted to the council for approval. The event coordinators, registrar, STARS, web master, treasurer, communications coordinator and president get to attend the events at no cost as a benefit for their dedication and hard work to make the event a success.  Members of the council attend at ½ the fee as a benefit for serving PNMA and helping at the event as needed. These people are great support for the organizers of the events.  They have been program leaders in the past and can help out with advise, support and knowledge.  The Events Committee performs all duties needed to coordinate and execute events and such other duties as may be assigned by the Council or by the President.
SECTION 3. COMMUNITY CONNECTIONS COMMITTEE
The Community Connections Committee are members of the council who attend or serve on committees that effect Montessori education in our state.  These broad-minded people ensure that Montessori will be represented and her voice heard.  These members share concerns, information and look at political and advocacy issues for PNMA.   Currently we have representatives on the Child Care Collaborative, WAEYC, WFIS, IAME, and STARS.  The PNMA often acts jointly with other organizations to achieve common goals.  Such cooperative efforts are often in response to an invitation from another group, or they may be initiated by PNMA.  Cooperation may take many forms.  It may be simply giving PNMA members information about the aims, work and services of another organization or service agency.  Or it may be communicating to the public about Montessori education through lectures, information booths, or workshops.  Or it may be working together on a common project.  Cooperative undertakings need to be submitted for approval to the council of the PNMA and no financial commitment will be honored unless approved by the council.  The Community Connections Committee performs all duties needed to coordinate and execute communications and such other duties as may be assigned by the Council or by the President.


ARTICLE VIII - COMPENSATION
SECTION 1. MEMBERSHIP, COUNCIL AND LEADERS
None of the members, Council or Leaders of PNMA shall receive any compensation whatever for their services, but any member, Council or Leader may be reimbursed for expenses incurred in connection with their activities of PNMA limited to Council approval for said activities.
SECTION 2. EMPLOYEES AND CONTRACT LABOR
The Council may from time to time and as needed to perform the services of PNMA hire a person/s to be responsible for the day-to-day management of the activities and affairs of PNMA.  The appointment, wages and conditions of employment will be approved by a majority vote of the Council.  The employee shall be a member of PNMA and attend all meetings of the Council.  In the event of this person’s absence, inability or refusal to act, their services will be terminated and the Council will select another person/s. 


ARTICLE IX - FINANCIAL RESPONSIBILITIES
SECTION 1. CONTRACTS
The Council may authorize any Leader, Council or member of PNMA or agent to enter into any contract or execute and deliver any instrument in the name and on behalf of PNMA.  Such authority may be general or confined to specific instances.  Unless so authorized, no Leader, Council or member of PNMA or agent shall have any power or authority to bind PNMA by contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or to any amount.
SECTION 2. LOANS
No loan shall be contracted on behalf of PNMA, and no negotiable paper shall be issued in its name, unless authorized by the Council.  Such authority may be general or confined to specific instances.  When authorized to do so, and Leader, Council or Member of PNMA or agent may effect loans or advances at any time for PNMA from any bank, trust company or other institution, or from any firm, corporation, or individual and for such loans and advances may make, execute and deliver promissory notes or other evidences of PNMA indebtedness.  For any and all loans, advances, indebtedness and liabilities of PNMA, the authorized person may mortgage, pledge, hypothecate or transfer any real or personal property at any time held by PNMA and to that end execute instruments or mortgage or pledge or otherwise transfer said property. All transactions shall be in accordance with the provisions of the Not-For-Profit Corporate Law of the State of Washington and comply with 501-c3 tax-exempt status. 
SECTION 3. CHECKS, DRAFTS, ETC.
All checks, drafts and other orders for the payment of money, notes and other evidence of indebtedness issued in the name of PNMA shall be authorized by the Council and signed by the Treasurer or by such person/s and in such manner as shall from time to time be determined by the Council.
SECTION 4. DEPOSITS
All funds of PNMA shall be deposited to the credit of PNMA under such conditions and in such banks, trust companies or other depositories as the Council may designate. Any person/s to whom such power is delegated may endorse, assign and deliver checks, drafts and other orders for the payment of money which is payable to the order of PNMA.
SECTION 5. TAXES AND IMPORTANT PAPERS
The Treasurer shall file and pay any and taxes, including any employee related taxes, incurred or required in accordance with the provisions of the Not-For-Profit Corporate Law of the State of Washington and comply with 501-c3 tax-exempt status.  Records shall be kept in the corporate files with the minutes of the meetings.  The annual registration with the state and all other important legal papers will be kept in corporate files.
SECTION 6. FISCAL YEAR
The fiscal year of PNMA shall begin on July 1st and end on June 30th.
SECTION 7. INSURANCE
PNMA may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee, agent or trustee of PNMA or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not PNMA would have the power to indemnify such person against any such expense, liability or loss under the Washington Non-Profit Corporation Act.


ARTICLE X - AMENDMENTS
Subject to any additional restrictions imposed by the provisions of the Not-For-Profit Corporate Law of the State of Washington and comply with 501-c3 tax-exempt status, these BY-Laws may be altered, amended or repealed, or new BY-Laws may be made, by the affirmative vote of two-thirds of the Council present at a regular or special meeting at which a quorum is present provided notice of alteration, amendment, repeal or addition shall be given not less than one month prior to the meeting. 

 

                        DATED this _1st_ day of ____August_________________, 2006_

                                                            Pacific Northwest Montessori Association
                                                           
                                                            By__ Nicole Champeau         ______________
                                                                        Its President

                                                            Attest:

                                                            By__ Linda Baldwin________________
                                                                        Its Secretary