Friends of Transition Port Angeles Governing Document

Friends of Transition Port Angeles Governing Document

This Document

This is the governing document of Friends of Transition Port Angeles, and is legally binding in defining the structure, powers, and functioning of this entity. Friends of Transition Port Angeles is a state-registered non-profit corporation in the State of Washington, dedicated to supporting Transition Port Angeles. Its registration documents are available for review upon request.

Mission

The mission of Friends of Transition Port Angeles (or FTPA) is to support Transition Port Angeles, and serve as an appendage of the Initiative. It has no authority nor ability to act on its own volition, nor may it take any actions – as limited in the section Authorizable Actions by FTPA – which it has not been explicitly directed to take by controlling groups – as defined in the section Authorized Controllers of FTPA. FTPA is simply a tool; any modifications to the contrary are forbidden.

Authorizable Actions by FTPA

Listed below are the actions which FTPA may be authorized to take on behalf of the Initiative. FTPA may not take any actions which are not listed herein. Actions may only be authorized by Initiative groups which fulfill the requirements listed in the section Authorized Controllers of FTPA.

           Liability Shield

FTPA serves as a legal shield for the purposes of renting space. Many venues require signing hold-harmless agreements, which place an unfair burden of liability upon individuals. FTPA will assume this liability, when directed to do so by a controlling group, by renting space on behalf of this group.

If a venue does not require any sort of assumption of liability then FTPA should not be utilized for any sort of reservation. To do otherwise would be shirking a group’s responsibility for managing its own affairs, and present an unfair burden on FTPA.

If necessary, FTPA can be directed to purchase an insurance policy on behalf of the Initiative, or specific groups within the Initiative, or both. This is a very expensive and binding action, and should only be taken after considerable review and after all other options have been exhausted.

           Funds

FTPA will serve as the legal custodian of whatever funds Transition Port Angeles might accumulate. It is not our intention to accumulate money; fundraising is a passive substitute for active engagement and collaboration. Funds which do accumulate, however, will be deposited in the bank account of which FTPA will be the legal custodian.

The Initiative strives to hold as little money as possible. Conflicts over funds and their uses have destroyed many movements, and, in keeping with our fundamental commitments to collaboration, cooperation and seeking alternatives, we wish to take every precaution to avoid these problems.

The FTPA will bank at First Federal Savings & Loan Association, until such time that it is found advisable to have accounts elsewhere. FTPA may never open an account at a non-local or non-regional bank, and cannot be directed to do so by any group within the Initiative.

Any funds which might be available to the Initiative will be dispensed by FTPA to a controlling group on a first come, first serve basis. No funds may be earmarked by any group, either explicitly or implicitly.

Funding for Working Group projects should be handled on an as-needed basis, by the respective Working Groups. While FTPA funds may be used as seed money, Working Groups are expected to fund their projects by drumming up community interest and financing based on the merits of each project.

Authorized Controllers of FTPA

The groups within Transition Port Angeles which are authorized controllers of FTPA are as follows:

Initiating Group*, until its dissolution
Steering Group*, until its dissolution
Core Group*, permanently upon formation
Those Working Groups* which are sufficiently self-organizing as to send a representative to either the Steering or Core Group.

No other groups are permitted to control FTPA.

*The Initiating Group is described in the governing document Initiating Group Form, Process, and Demise. The Steering Group is described in the governing document Steering Group Form, Process, and Demise. The Core Group is described in the governing document Core Group Form and Process. Working Groups are described in the governing document Working Groups Form and Process.

Officers

           Director

The Director of FTPA is responsible for registering meeting space when a controlling group requests such registration. The controlling group is responsible for ensuring that the venue is appropriate for the group’s intended use and available for the date and time desired.

The Director will attempt to execute the reservation quickly, and sign all necessary waivers of liability. If the Director is unable to execute the reservation as specified, the Director will report back to the controlling group which must then develop an alternate. If the venue does not, in fact, require a hold-harmless agreement, the Director may exercise discretion on whether or not to execute the reservation, as the legal shield of FTPA is not actually needed.

The Director is also responsible for arranging and signing of an insurance policy, should it be required by a controlling group. The exact scope of the policy in question will be defined by the controlling group. The Director will only need to execute taking out the policy as defined. If the policy cannot be taken out, the Director will report back to the controlling group. It is the responsibility of the controlling group to develop an alternate insurance policy.

Generally, the Director has the responsibility to ensure that FTPA is performing its duties to Transition Port Angeles in good form. This includes but is not limited to keeping in touch with groups within the Initiative, ensuring good faith with venues, and ensuring that the Secretary/Treasurer is fulfilling all duties required by the position.

           Secretary/Treasurer

The Secretary/Treasurer is responsible for disbursing funds upon request by a controlling group, and keeping clear and accurate records of said disbursements. Records are to be made available upon request. The controlling group has the responsibility to present a clear and legitimate plan for the disbursed funds. The Secretary/Treasurer must be satisfied by the controlling group that a clear and legally acceptable trail of funds usage is present. The Secretary/Treasurer has the discretion to require the controlling group clarify the request for legal reasons.

Additionally, the Secretary/Treasurer is responsible for collecting donated funds and depositing them into the FTPA bank account, and keeping clear and accurate records of said funds. Records are to be made available upon request.

The Secretary/Treasurer has the obligation to try and dissuade people from donating money, and instead suggest that volunteering will be much more personally fulfilling and in keeping with the spirit of the Transition process.

If the need should arise, the Secretary/Treasurer has the discretion to fulfill executing venue reservations, if the Director is unavailable. However, this is not a requirement.

Generally, the Secretary/Treasurer has the responsibility to ensure that FTPA is performing its duties to Transition Port Angeles in good form. This includes but is not limited to remaining in good standing with the bank where FTPA funds are deposited, keeping in touch with any donors, and ensuring that the Director is fulfilling all duties required by the position.

Eligibility

           Requirements

Each officer has a one year term, as per State of Washington law. Special situations might arise which will require replacing an officer before the year is out. This will entail some expense to register the change with the State, and will require an appointment of a new officer. Such situations will be dealt with on a case-by-case basis.

Because both the Director and the Secretary/Treasurer will have access to FTPA funds, they are required to be competent in basic accountancy. Additionally, they must be of good character, and enjoy the complete trust of the appointing group, described in the Appointing Officers section.

The officers must otherwise be in compliance with requirements set by State of Washington law.

           Assumptions

Both the Director and the Secretary/Treasurer will become somewhat busy people as Transition Port Angeles grows. It is assumed that the people who step forward for these offices accept this level of time commitment, and are willing to perform the duties of their office to the best of their abilities.

It is also assumed that those who step forward are in agreement with the spirit of the Charter and the Transition process. Some familiarity with The Transition Handbook, The Transition Primer, or other Transition material, as well as agreement with the spirit thereof, is likewise assumed.

Appointing Officers

The power to appoint officers rests with the Initiating, Steering or Core Group, whichever is in existence at the time new appointments are required. For convenience, this is referred to as the appointing group.

There are no restrictions upon who may be appointed an officer, so long as the person understand what is required and assumed, as detailed in this section of the Charter. Officers may be invited by appointing group members, or may recommend themselves to the appointing group.

If necessary, the appointing group may publish notices that a new officer is needed and may create a Disappearing Task Force* in order to screen applicants. Applicants must be informed as to the requirements and assumptions of the position.

*Disappearing Task Forces are described in the appropriate section of the governing document Initiating Group Form, Process, and Demise.

Potential officers must be present at the meeting where the appointing group considers new officers. The appointment will be an early agenda item, out of deference to the applicants. New officers will be appointed by consensus. Once appointed, the new officers will fill out the necessary paperwork to register the change of officer with the State of Washington.

After the appointment, the new officer must immediately assume the duties of the office, including becoming a co-signer on the FTPA bank account, and informing donors (if a new Secretary/Treasurer) or venues (if a new Director) of the change.

Removing Officers

Should it be discovered that an officer is negligent, the appointing group has the power to remove the officer. If warranted, a special meeting of the appointing group may be called.

Officers are to be removed by consensus. If the officer is removed, the appointing group must immediately ensure that FTPA funds are kept secure, that FTPA records are recovered, and generally that the good name of FTPA and Transition Port Angeles are protected. Additionally, the appointing group must begin the process of selecting a new officer.

Recourse against fraud or other such legal actions are beyond the scope of the Charter. They will be addressed on a case-by-case basis.

Renewal of FTPA

State of Washington law on non-profit corporations requires registration be renewed each year. The appointing group has the responsibility to renew FTPA’s registration, and appoint new officers as necessary.

The appointing group has the right to allow FTPA’s registration to lapse, and therefore to cease to exist. If FTPA’s registration is allowed to lapse, FTPA funds and assets – if any – must be liquidated in a lawful manner. This act is beyond the scope of the Charter, and would have to be addressed with all due consideration should the situation arise.

Severability

Any portion of this governing document which is contrary to State of Washington law is therefore void. This does not void those portions which remain in effect.

Affirmation of this Document

In the spirit of the future we wish to facilitate, we affirm our whole-hearted support of this constituent governing document of the Charter of Transition Port Angeles by our signatures:

[signatures]

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