Social Justice Fund Northwest

“The board of directors by resolution may designate and appoint an executive committee, which shall consist of three (3) or more directors, including the officers of the board of directors. The executive committee shall have and exercise such authority of the board of directors in the management of the corporation as may be specified in said resolution. The chair of the executive committee will be the chair of the board of directors. All officers are members of the executive committee, along with any other directors appointed to the committee by the chair. The executive committee however, shall not have the authority of the board of directors in reference to amending, altering, or repealing the bylaws; electing, appointing, or removing any director, officer or member of the corporation; amending the articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the corporation; or amending, altering, or repealing any resolution of the board of directors which by its terms provides that it shall not be amended, altered, or repealed by such committee.”

“The organization revised its articles of incorporation and bylaws. Summary of articles of incorporation changes: as permitted to the extent allowed in rcw 23b.08.320 of the wa business corporation act, no qualified director of the corporation shall be personally liable to the corporation for monetary damages. The corporation shall reserve the right to indemnify to the fullest extent of the law any person who is or was a director or officer against any liability incurred by such person in connection with any litigation if such person is deemed to have acted in good faith. The corporation may not indemnify any person who was or is an officer or director if such person has been adjudged by a court of law to be liable to the corporation. The determination of whether indemnification is proper shall be made by a majority vote consisting of directors not party to the proceeding. An evaluation as to the reasonableness of expenses shall be made by the majority vote of a quorum consisting of directors who were not party to the proceeding. Any expenses incurred with respect to any claim, action, or suit may be advanced by the corporation. The corporation shall have the power to purchase liability insurance on the behalf of an individual who is or was a director or officer of the corporation. No repeal or amendment of these revisions shall adversely affect any protection existing at such time of a repeal or amendment. Summary of changes to bylaws: membership shall be granted to any person who contributes an annual membership fee of $240. The agenda and location of annual meetings will be announced no less than twenty (20) days before the meeting via email. The corporation shall ensure diversity within the organizations staff, membership, etc. And direct its efforts toward becoming an anti-racist organization and community. The number of directors of the corporation shall be no fewer than three (3). The officers of the corporation shall be a chair and vice chair or two co-chairs. The finance committee shall be a committee of the board, chaired by the treasurer. The grants oversight committee shall be a committee of the board. The board will establish, modify, and/or abolish various granting committees.”

“Form 990 is presented for review via email or at a board meeting. Any unusual or changed items are highlighted.”

“Sjf board members submit a conflict of interest form annually. Board members recuse themselves from votes involving conflicts on interest.”

“Compensation for sjf's executive director is approved by the board of directors, and documented in an employment contract. In determining appropriate compensation, the organization considers compensation surveys and historical salary expense for the executive director.”

“Form 990 and the organization's financial statement audit are available upon request.”

“Provision for uncollectible pledges -48,187.”