Original By-laws: June 6, 2000
1st Modification: July 17, 2012
2nd Modification: April, 17 2018
The Board of Directors of the Lynden Heritage Foundation of Lynden, Whatcom County, Washington, voted in general meeting on July 13, 1999, to establish an endowment fund whose purpose would be to accumulate, invest, manage, and disburse proceeds from investments for the benefit of the Lynden Pioneer Museum. To that end, Articles of Incorporation were adopted and a separate Corporation, known as The LPM Endowment Foundation was incorporated and established under the provisions of the Washington Non-Profit Corporation Act (Revised Code of Washington 24.03) to collect, invest, manage, and distribute monies as described below. The Fund shall be known as the Endowment Fund.

These by-laws shall govern the activities of The LPM Endowment Foundation as a corporation, separate from the Lynden Heritage Foundation. Accordingly, the following by-laws governing the Corporation and the endowment fund are hereby adopted.

EIN: 91-2051603

ARTICLE I
REGISTERED OFFICE
The location and address of the registered office of the Corporation shall be 217 Front Street, Lynden, Whatcom County, Washington 98264.

ARTICLE II
PURPOSE
Section 2.1 Purpose
The LPM Endowment Foundation is a non-profit corporation and shall be operated for educational and charitable purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code.

ARTICLE III
MEMBERS
Section 3.1 Members.
The Corporation shall have no members.

ARTICLE IV
BOARD OF DIRCTORS
Section 4.1. Board of Directors: Membership
The Board of Directors of the Corporation (Board) shall consist of nine individuals.

Section 4.2. Board of Directors: Election
  1. Initial Board. Subsequent to the first meeting of the Board as initially constituted in the Articles of Incorporation, Article VI, members of the Board of Directors (Directors) shall be elected by the members of the current Board to fill vacancies, upon receiving nominations of qualified individuals proposed by a nominating committee appointed by the Board.
  2. Time of elections. Elections shall be held at the December meeting each year.
  3. Term. The term of office for each Director shall be 3 years. Terms of office shall be staggered so that no less than three of the directors will be elected in any given year. The term of office shall be considered to begin January 1 and end on the third successive December 31 unless the term is extended until such time as a successor has been elected.
  4. Position numbers on the Board. Each of the nine directors shall occupy a Position on the Board of Directors numbered 1 through 9. Directors occupying Positions #1, #2 and #8 shall begin and end their terms at the same time. Directors occupying Positions #3 and #4 shall begin and end their terms at the same time. Directors occupying Positions #3, #4 and #9 shall begin and end their terms at the same time.

Section 4.3. Board of Directors: Nominating Committee
The Chairman of the Board shall select members of the Nominating Committee to develop a slate of qualified and willing candidates for election to the Board. Members of the Nominating Committee may be selected from the Board and from the population of Whatcom County in order to achieve adequate representation from County areas and interests. The Chairman of the Nominating Committee shall be a Director, and shall report a slate of candidates proposed by the Nominating Committee for election at the December meeting of the Board each year.

The Nominating Committee shall develop a slate of individuals to serve on the Planned Giving Committee and the Trust and Investment Committee including recommendations for the chairperson of each Committee.

Section 4.4. Board of Directors: Responsibilities
The responsibilities of the Board of Directors shall be as follows:
  1. To accumulate, invest, manage, and distribute monies in accordance with these bylaws established below and in accordance with an Investment Policy Statement
  2. To secure the principal of the endowment
  3. To establish committees as required to perform the functions for which the Board is responsible
  4. To maintain a liaison with the Lynden Pioneer Museum, a facility/program operated by the Lynden Heritage Foundation
  5. To report the financial status to appropriate regulatory agencies as required by law
  6. To assure that an independent audit of the records and accounts of the Corporation is conducted annually by a Certified Public Accountant
  7. To elect officers and define their duties as outlined in Article IV

Section 4.5. Board of Directors:
The affairs and funds of the Corporation shall be the responsibility of the Board. At their discretion, the Board may elect to hire qualified person(s) to manage the investment, reporting, and disbursement elements of the Corporation’s purposes. The board may elect to hire qualified person(s) to develop and manage a program of fund-raising or other duties as determined by the Board.

Section 4.6. Board of Directors:
Regular meetings of the Board shall be held monthly. A specific day and time shall be agreed by the Board.

Section 4.7. Board of Directors: Special Meetings
Special meetings of the Board may be called by the Chairman of the Board at any time. Directors may develop a special meeting purpose and agenda and request that the Chairman call a special meeting for that purpose. Notices of special meetings along with the purpose and agenda shall be distributed to all members at least three (3) days before the meeting.

Section 4.8. Board of Directors: Manner of Acting
  1. Quorum. A majority of the Directors in office immediately before a meeting shall constitute a quorum. No business shall be considered at a meeting at which a quorum is not present.
  2. Majority Vote. Each Director shall possess one (1) vote in matters coming before the Board. All voting at meetings of the Board shall be by each member in person, and voting by proxy shall not be allowed.
  3. Hung Board Decisions. On the occasion that Directors of the Board are unable to make a decision because of a tied number of votes, the Chairman or Vice Chairman in the order of presence shall have the vote based on his/her discretion.

Section 4.9. Board of Directors: Removal
Any Director may be removed from office by a majority vote of the Board at any regular or special meeting. Notice of the proposed removal of a Director must be given to such Director prior to the date of the meeting at which such removal is to be voted upon. Such notice to the Director must state the cause for removal.

Section 4.10. Board of Directors: Attendance Required
Unexcused absence from four (4) consecutive meetings of the Board shall be cause for removal of a Director.

Section 4.11. Board of Directors: Vacancies
Any vacancy occurring on the Board by reason of the death, resignation, or removal of a Director shall be filled by election at a regular of special meeting of the Board for the balance of the term of the Director being replaced.

Section 4.12. Board of Directors. Compensation for Board Service
Directors shall receive no compensation for carrying out their duties as directors. The policies of the Board shall provide for reasonable reimbursement of Directors for expenses incurred in carrying out Board responsibilities.

ARTICLE V
OFFICERS AND DUTIES
Section 5.1 Election of officers

As outlined in Article III, Section 3.4 (g), the Board of Directors shall have the responsibility to elect officers and define their duties. The elected officers shall be a Chairman, Vice Chairman, Secretary and Treasurer.

Section 5.2. Officers and Duties: Chairman
The Board of Directors shall elect a Chairman who shall exercise the usual executive powers pertaining to the office of President and preside at the meetings of the Board. The Chairman is entitled to one (1) vote in all matters before the Board. The Chairman shall execute all legal and financial instruments, documents, and contracts on behalf of the Corporation and in its name, all of which shall be valid and binding upon the Corporation upon his/her signature alone.

Section 5.3. Officers and Duties: Vice Chairman
The Board of Directors shall elect a Vice Chairman who shall have such powers and perform such duties as may be assigned to him/her by the Board. The Vice Chairman shall be vested with the powers and perform the duties of the Chairman at such times as the Board shall determine that the Chairman is absent from his/her office or unable to perform his/her duties by reason of disability.

Section 5.4. Officers and Duties: Secretary
The Board of Directors shall elect a Secretary who shall have the duties to keep the records of the proceedings of the Directors, to attest to all legal and financial instruments, documents and contracts, and when requested by the Chairman to do so, to sign and execute said instruments, documents and contracts on behalf of the Corporation. The Secretary shall keep the Corporate Seal, if any, and affix same to financial instruments, documents, and contracts as appropriate, minutes of the meetings of the Board of Directors, to keep records of the issuance of these, and to perform such other duties as the Board may from time to time designate.

Section 5.5. Officers and Duties: Treasurer
The Board of Directors shall elect a Treasurer who shall have the duties of the care and responsibility for the receipt, disbursement and management of all monies and other assets except investments, to propose an annual budget, administer insurance needs, and the reporting responsibilities of the Corporation.
Investments shall be the responsibility of the Trust and Investment Committee as outlined in Article V of these By-laws. The Treasurer shall be a member of this Committee.

Section 5.6. Officers and Duties: Lynden Heritage Foundation Liaison
The Chairman shall appoint a Director each month to serve as the liaison with the Lynden Heritage Foundation or any duly constituted successor organization that may assume the responsibilities of the Lynden Heritage Foundation. This individual shall report at regular or special meetings matters that rightfully shall be considered by the Board. This rotation of Directors will provide knowledge to all Directors of the LPM Endowment Foundation of the business transacted at the meeting of the Board of Directors of the Lynden Heritage Foundation.

Section 5.7. Officers and Duties: Representatives to Committees
In the absence of a Director serving on the Planned Giving Committee, the Chairperson may appoint a Director to serve as the representative of the Board. One Director shall be appointed by the Chairman to serve as Board representative to the Trust and Investment Committee. In the absence of a Director serving on the Trust and Investment Committee, the Chairman may appoint a Director to serve as the representative of the Board. The representatives shall report at regular or special meetings on committee matters that rightfully should be considered by the Board.

ARTICLE VI
STANDING COMMITTEES
Section 6.1. Standing Committees
The Corporation shall have two standing committees - the Planned Giving Committee and the Trust and Investment Committee.
  1. Planned Giving Committee
    1. Responsibility
      The Planned Giving Committee is delegated authority by the Board of Directors to, among other things, secure donations, gifts, bequests, and other investible assets for the benefit of the Corporation.
    2. Functions
      The functions of the Planned Giving Committee are:
      1. Provide creative ideas, advice, and counsel to the Board and the Trust and Investment Committee with respect to the Endowment Fund Planned Giving Program.
      2. Offer friends of the Lynden Pioneer Museum, through information and assistance in estate and financial planning, an opportunity to support the Lynden Pioneer Museum with planned gifts, both now and beyond their lifetime thought bequests, gifts of cash, securities, life insurance, pension plans, real property, and through funding of gift agreements, trust, and other types of life income agreements.
      3. Negotiate planned giving agreements with prospective donors, subject to these guidelines and the provisions in these By-laws.
      4. Provide seminars as needed for the supporting community to inform it of opportunities to give. Leaders of these seminars may be fromqualified providers of such seminars or from qualified members of the community.
      5. Distribute to supporters through mail and other means special brochures or letters describing the program.
      6. Distribute regular information to the public by way of Museum publications.
      7. Provide personal follow-up calls as requested to assist Museum supporters with wills and estate planning from which The Endowment Fund is a recipient.
    3. Membership and voting
      1. There shall be at least five members on this committee, of whom shall be a member serving on the current Board. The Board chairperson shall be an ex-officio member.
      2. The members of the Planned Giving Committee shall be appointed by the Board of Directors immediately after the annual election of directors upon recommendation by the Nominating Committee.
      3. Term of office shall be three years. Each member shall have one vote and a simple majority of committee members will decide matters brought before the committee.
  2. Trust and Investment Committee
    1. Responsibility
      The Trust and Investment Committee is delegated authority by the Board of Directors to, among other things, manage the investments of investable assets of the LPM Endowment Found arising from the planned giving program and to carry out the Board’s responsibilities in acting as the trustee under the program.
    2. Functions
      The functions of the Trust and Investment Committee shall be to manage and invest the planned giving assets of The LPM in accordance with an Investment Policy Statement, adopted by the Board with the following investment objectives in order of importance:
      1. Safety of principal
      2. Being ethical in investment practices
      3. Obtaining the highest return on investments (interest, dividends) consistent with safety, recognizing the need for liquidity in operating fund assets.
    3. Membership and voting
      1. There shall be at least five members on this committee, one of whom shall be the Treasurer. The Board chairperson shall be an ex-officio member.
      2. The members of the Planned Giving Committee shall be appointed by the Board of Directors immediately after the annual election of directors upon recommendation by the Nominating Committee.
      3. Term of office shall be three years. Each member shall have one vote and a simple majority of committee members will decide matters brought before the committee.

ARTICLE VII
INDEMNIFICATION OF DIRECTORS, EMPLOYEES AND AGENTS
Section 7.1. Indemnification: Third Party Actions.
This corporation has the power to indemnify a person who was or is a party, or is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (other than an action by or in the right of the Corporation) by reason of the fact that the person is or was a Director, employee or agent of this Corporation, or is or was serving at the request of this Corporation as a Director, employee or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not for profit, against expenses (including attorneys’ fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by that person in connection with the action, suit or proceeding if that person acted in good faith and in a manner reasonably believed by that person to be in or not opposed to the best interest of this Corporation or its members, and with respect to a criminal action or proceeding, that person had no reasonable cause to believe that the conduct was unlawful. The termination of an action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nono contendere or its equivalent, shall not of itself, create a presumption that the person did not act in good faith and in a manner reasonably believed by that person to be in or not opposed to the best interests of this corporation or its members and, with respect to a criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

Section 7.2. Indemnification: Actions in the Right of this Corporation.
This corporation has the power to indemnify a person who was or is a party to, or is threatened to be made a party to a threatened, pending or completed action or suit by or in the right of this Corporation to procure a judgment in its favor by reason of the fact that the person is or was a Director, employee or agent of this Corporation as a Director, partner, employee or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including actual and reasonable attorney’s fees) and amounts paid in settlement incurred by that person in connection with the action or suit if that person acted in good faith and in a manner reasonably believed by that person to be in or not opposed to the best interests of this Corporation or its members. However, no indemnification shall be made for a claim, issue or matter in which such person shall have been found liable to the Corporation unless and only to the extent that the court in which such action or suit was brought has determined upon application that, despite the adjudication of liability but in view of all circumstances of the case, that person is fairly and reasonably entitled to indemnification for the expenses which the court considers proper.

Section 7.3. Indemnification: Mandatory and Permissive Payments.
  1. To the extent that a Director, employee or agent of this Corporation has been successful on the merits or otherwise in defense of an action, suit or proceeding referred to in Section 7.1 or Section 7.2 of this Article, or in defense of a claim, issue or matter in the action, suit, or proceeding, that person shall be indemnified against expenses (including actual and reasonable attorneys’ fees) incurred by that person in connection with the action, suit or proceeding as well as in connection with the action, suit or proceeding, brought to enforce the mandatory indemnification provided in this Subsection.
  2. An indemnification under Section 7.1 or Section 7.2 of this Article, unless ordered by a court, shall be made by this Corporation only as authorized in a specific case upon a determination that indemnification of the Director, employee or agent is proper in the circumstances because that person has met the applicable standard of conduct as set forth in either Section 7.1 or Section 7.2 that determination shall be made in any of the following ways:
    1. A majority vote of a quorum of the Directors who were not parties to the action, suit or proceeding;
    2. If that quorum is not obtainable, then by a majority vote of a Committee of Directors who were not parties to the action, suit, or proceeding. The Committee shall consist of not less than two (2) disinterested Directors;
    3. By independent legal counsel in a written opinion, or
    4. By the members.

    If a person is entitled to indemnification under Section 7.1 or Section 7.2 of this Article for a portion of expenses including attorneys’ fees, judgments, penalties, fines, and amount paid in settlement, but not the for the total amount thereof, the Corporation may indemnify the total amount thereof, or the Corporation may indemnify the person for the portion of the expenses, judgments, penalties, fines or amounts paid in settlement for which the person is entitled to be indemnified. .

Section 7.4. Indemnification: Expense Advances
Expenses incurred in defending a civil or criminal action, suit or proceeding described in Section 7.1 or Section 7.2 of this Article may be paid by this Corporation in advance of the final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of the Director, employee or agent to repay expenses if it is ultimately determined that the person is not entitled to be indemnified by this Corporation. The undertaking shall be by unlimited general obligation of the person on whose behalf advances are made but need not be secured. The indemnification provisions of Section 7.1 through 7.4 of this Article shall continue as to a person who ceases to be a Director, employee, or agent and shall inure to the benefit of the heirs, executors, and administration of that person.

Section 7.5. Directors and Officers insurance
Insurance shall be procured by the Corporation to protect Directors and Officers from any liability which may arise due to the performance of their duties at no cost to them.

Section 7.6. Fidelity bond
A fidelity bond for the acts of the fiduciary shall be procured by the Corporation in an amount approximating the investable assets.

ARTICLE VIII
MISCELLANEOUS
Section 8.1 Books and Records
The Corporation shall keep correct and complete books and records of accounts and shall keep minutes of the proceedings of all meetings of the Board of Directors, a record of all actions taken by the Board of Directors without a meeting, and a record of all actions taken by committees of the Board. In addition, the Corporation shall keep a copy of the Corporation’s Articles of Incorporation and By-laws as amended to date.

Section 8.2 Fiscal Year
The fiscal year of the Corporation shall be from January 1 to December 31 of each year.

Section 8.3 Conflict of Interest
The Board shall adopt and periodically review a conflict of interest policy to protect the Corporation’s interest when it is contemplating any transaction or arrangement which may benefit any director, officer, employee, affiliate, or member of a committee with Board-delegated powers.

Section 8.4 Nondiscrimination Policy
The officers, directors, committee members, employees, and persons served by this Corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation. It is the policy of the LPM Endowment Foundation not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.

ARTICLE IX
AMENDMENT OF BY-LAWS
These By-laws may be amended, altered, or repealed by majority vote at any regular or special meeting of the Board provided that notice of the proposed amendment or alternation is contained in the notice of the meeting..

Adopted this 17th day of July, 2012.

(s)                                                  
   Richard H. Decima
   Chairman

ATTEST:

(s)                                                  
   Troy Luginbill
   Secretary

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