Restated and Amended
BYLAWS OF THE
LINDQUIST DENTAL CLINIC FOR CHILDREN
REVISED FEBRUARY 6, 2013
ARTICLE I: PURPOSE
The name and objects shall be set forth in the Agreement of Association.
ARTICLE II: BOARD OF TRUSTEES
SECTION 1. Management: The management of this corporation is vested in the Board of
Trustees who shall be elected as provided in these bylaws.
SECTION 2. Board of Trustees: The Board of Trustees shall consist of no more than fifteen
(15) members, and no fewer than five (5). Members shall be elected at the annual meeting of the
Board. The Board of Trustees shall hold at least three (3) meetings per year at an agreed upon
time and place.
SECTION 3. Terms: All board members shall serve three (3) calendar year terms, but are
thereafter eligible for re-election at the annual meeting. If a member joins the Board of Trustees
mid-year, his or her initial board term will constitute the remaining portion of the three calendar
years.
SECTION 4. Quorum: A majority of the board members shall constitute a quorum for the
transaction of business.
SECTION 5. Vacancies: Vacancies on the Board of Trustees caused by end of term,
resignation, death, disqualification, refusal or inability to serve shall be filled by nomination and
election by the Board of Trustees. A person so elected shall hold office until the expiration of
the term of the Trustee whose resignation, death, disqualification, refusal or inability to serve
caused the vacancy. After three (3) consecutive, unexcused missed meetings, the board may but
need not replace that board position for the remainder of that term.
ARTICLE III: MEETINGS
SECTION 1. Annual Meeting: The annual meeting shall be held in Pierce County,
Washington, within the first quarter. Meetings will still be held as soon as possible, but no later
than the end of the first quarter of the year. Order of business shall include reports from the
Officers and committees, including financial reports, and election of Trustees and Officers.
SECTION 2. Notice: Notice of meetings, written or printed, shall be prepared by the Secretary
and either mailed to the Post Office address of every Trustee not fewer than four (4) days before
each meeting or sent by electronic means, including, but not limited to, telephonic means not less
than 48 hours before each meeting. For a special meeting, such notice shall state the object or
objects thereof. Board members may consent to meetings with less than 48 hours notice.
SECTION 3. Proxy: Members unable to attend a board meeting in which a vote will be cast
may file a signed, written proxy that must be received by the Secretary no less than 48 hours
before the board meeting in order for their vote to be counted.
ARTICLE IV: OFFICERS
SECTION 1. Officers: The Officers of this organization shall be a President, and/or Vice
President, Treasurer, Secretary, and/or Co-officers for all Board positions, with such assistants to
the Treasurer and Secretary as the Board of Trustees may from time to time determine necessary.
All Officers shall be members of the Board of Trustees.
SECTION 2. Election & Terms: The President, Vice-President, Treasurer and Secretary shall
be elected by the Board of Trustees at the annual meeting and shall hold their office for a term of
two years, or until their successors shall have been elected and qualified.
SECTION 3. Vacancy: If any office becomes vacant during the year, the Board of Trustees may
fill the vacancy for the unexpired term.
SECTION 4. Employees: The Board shall hire an Executive Director on such terms as the
Board shall approve. The Executive Director shall serve at the pleasure of the Board or pursuant
to a board-approved written contract. The Executive Director may hire other professional and/or
paraprofessional personnel as necessary.
ARTICLE V: DUTIES OF OFFICERS
SECTION 1. President: The President, Co-President or Vice-President shall preside at all
meetings of the Board, shall sign all contracts and other instruments of the corporation duly
authorized by the Trustees or Executive Committee, shall be the chair of the Executive
Committee, shall make an annual report of the organization’s transactions for the previous year
to the Trustees and shall perform all such duties as are incident to the office or may be properly
required by the Board of Trustees.
SECTION 2. Vice President: In the absence of the President, the Vice-President shall have all
the powers and perform all the duties of the President.
SECTION 3. Secretary: The Secretary shall, under the direction and supervision of the
Executive Committee, keep regularly entered in proper books or record, true and accurate
minutes of all acts and proceedings of the organization, Board of Trustees, Executive Committee
and all other Committees; shall have charge of the corporate seal and books; shall issue all
notices and calls for meetings of the Trustees or members that may be required by the Bylaws,
President or proper authority; and shall sign, with the President, such instruments as authorized
by the Trustees or Executive Committee.
SECTION 4. Treasurer: The Treasurer or the Treasurer’s agent shall receive all moneys, giving
receipt thereof, and shall deposit same in the name of this corporation in such bank or banks as
the Executive Committee may prescribe. The Treasurer shall carefully preserve all vouchers for
the payment of funds. The Treasurer shall render a report at the annual meeting of the
organization.
SECTION 5. Assistants in case of Absence: An Assistant Secretary and an Assistant Treasurer
may be designated by the Board of Trustees to perform the duties of said respective officers in
case of absence.
ARTICLE VI: EXECUTIVE COMMITTEE
SECTION 1. Executive Committee: The elected officers, together with such other members of
the Board of Trustees as appointed by the President with the consent of the other officers, shall
constitute the Executive Committee. A majority shall constitute a quorum. They shall be elected
at the annual meeting of the corporation by the Board of Trustees from its members; shall serve
for two (2) years, and in case of resignation, disqualification, death, removal, refusal or inability
to act, the President of this corporation shall appoint a successor to such member or members
who shall serve the unexpired term. The Executive Committee shall meet as necessary.
SECTION 2. Additional Committees: There shall be such additional standing or special
committees as the Board or Executive Committee may determine.
ARTICLE VII: LIABILITIES
SECTION 1. Liability: No officer, committee, or member of this organization, or other persons,
shall contract or incur any debts on behalf of the organization, or in any way render it liable,
unless authorized by the Executive Committee or Board of Trustees.
SECTION 2. Hold Harmless: To the maximum extent permitted by law, the corporation shall
hold the Trustees harmless, defend and indemnify them for acts performed in the usual cause of
business. This provision shall not apply in cases of fraud, deliberate acts or acts outside the scope
of their duties.
SECTION 3. Compensation: Board members shall receive no compensation other than for
approved reimbursable expenses.
ARTICLE VIII: AMENDMENTS AND ADDITIONS
These bylaws may be altered, amended or added to by the affirmative vote of the majority of
members of the Board of Trustees present at any meeting, provided that in the notice of meeting
the proposed change shall be given.
Adopted by Board Resolution this _______ day of _______________________, 2006.
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Julie Wurst, President
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Abbe Salk, Secretary