Bylaws

Bylaws amended 5/12/96

BYLAWS OF THE

NW Energy Coalition

Article I

Name

The name of the corporation is the Coalition for the Conservation of the Northwest’s Electrical Power, Fish and Wildlife, Environment and Monetary Resources, under the Provisions of the Pacific Northwest Power Planning and Conservation Act (hereinafter the NW Energy Coalition, "NWEC", or “Coalition”). The Coalition shall be considered extant at such time as three Organizational Members shall have joined the corporation in accordance with Article IV.

Article II

Principal Office

The principal office of the Coalition shall be located in the Pacific Northwest.

Article III

Purpose

The purpose of the Coalition is to promote within the Pacific Northwest responsible energy planning and development based on energy and economic efficiency, with full protection of the environment. Specifically, the Coalition will advocate that the implementation of the Pacific Northwest Electric Power Planning and Conservation Act:

-- maximize the use of environmentally acceptable and cost-effective energy conservation and renewable resources;

-- avoid unnecessary thermal power development;

-- optimize regional economic development through the promotion of labor-intensive energy resources and local financing:

-- assure that the financial assistance and local development provisions of the Act be made available on an accelerated basis to those most in need of such provisions – the low income and the elderly;

-- promote equitable and resource-conservative rate structures;

-- protect the natural environment, including the fish and wildlife resources, of the region;

-- maximize the use and development of community-based resources and structures in implementation of the Act;

-- ensure the preservation of democratically-controlled local public power systems in the Northwest

In order to achieve that broad purpose, the Coalition will, upon request of member organizations and with Executive Board approval, coordinate Power Act related activities and campaigns of member organizations; provide member organizations with materials to assist working on Power Act implementation; represent in the implementation procedures those members unable to participate; conduct a comprehensive media campaign in support of the goals of the Coalition and in support of specific campaigns and activities of member organizations; coordinate legal and litigious activities of member organizations relating to the Power Act; and work with non-members to further the purposes and goals of the Coalition.

Article IV

Membership

Section 1. Organizational Members. A non-profit organization which shares the goals of the Coalition is eligible to be an Organizational Member of the Coalition. Such an organization may join the Coalition upon approval by a majority of the Board of Directors. An Organizational Member will name a representative to the Board of Directors in accordance with Article V of these bylaws and to a regional caucus as provided in Article VIII of these bylaws. Organizational Members shall pay annual Coalition dues to be set by the Executive Board. The Executive Board as it determines appropriate in compelling circumstances may waive part or all of such dues for an Organizational Member with limited financial resources. [Note clarifying resolution (not bylaws amendment) adopted 6/16/84: An Organizational Member with limited financial resources will qualify for a reduction of its annual dues to $50, if the Organizational Member completes four interventions in response to Coalition requests during the year covered by the dues payment. An intervention is defined as the filing of substantial written comments or the delivery of oral testimony at a public hearing.]

Organizational membership in the Coalition does not prohibit a member group in any way from publicizing or litigating a position that it holds which is contrary to one adopted by the Coalition, or from acting independently on any issue on which the Coalition may or may not have a position.

Section 2. Supporting Members. An organization which shares the goals of the Coalition but opts not to be a voting member of the Board of Directors is eligible to be a Supporting Member of the Coalition. Such an organization may join the Coalition upon approval of the majority of the Board of Directors. Supporting Members shall pay annual Coalition dues in the same manner and under the same conditions as Organizational Members.

Section 3. Individual Members. An individual wishing to support the Coalition is eligible to be an Individual Member of the Coalition. Such an individual may join the Coalition upon a monetary contribution to be set by the Executive Board. Individual Members shall be eligible for positions of the Board of Directors as enumerated in Article V. Individual Members are voting members of the regional caucus in which they reside, or which they select, as provided in Article VIII.

Section 4. Utility Members. A utility system which shares the goals of the Coalition is eligible to become a member of the Coalition. Such a utility may join the Coalition upon submitting an application on a form approved by the Executive Board, signed by the Chair or CEO of the utility system, and upon approval of 2/3 of the Coalition Board of Directors in the same manner and under the same conditions as Organizational Members. Utility Members shall pay annual membership dues, as determined by the Executive Board. Utility Members are subject to proportional voting as set forth in Article V, so that no more than 25 percent of the votes cast on any substantive matter are cast by Utility Members. Utility Members are voting members of the regional caucus in which their primary energy business is conducted.

Section 5. For-Profit Members. A for-profit organization that shares the goals of the Coalition is eligible to become a member of the Coalition. Such a for-profit organization may join the Coalition upon submitting an application on a form approved by the Executive Board, signed by the Chair or President of the for-profit organization, and upon approval of 2/3 of the Coalition Board of Directors in the same manner and under the same conditions as Organizational Members. For-profit members shall pay annual membership dues as determined by the Executive Board.

Section 6. Associate Members. A utility or for-profit organization that shares the goals of the Coalition but opts not to be a voting member of the Board of Directors may apply for associate membership. Associate Members will have a non-voting representative on the Board of Directors.

Section 7. Removal of Members. A motion to remove any member from the Coalition may be made at any meeting of the Board of Directors, and may be approved by a majority vote.

Article V

Board of Directors

Section 1. Categories of Board Membership. There shall be two classifications of Board membership: Organizational and At-Large.

Section 2. Number and Selection.

(a) Each Organizational, Utility, and For-Profit Member shall name one individual who is willing and able to perform the duties of a Board member to the Board of Directors (hereinafter Board). Only that individual or a designated alternate designated in writing may vote on matters considered by the Board. No person may serve as an alternate for more than one board member at a time.

(b) Each Associate and Supporting Member shall name one individual to serve on the Board in a non-voting capacity.

(c) In addition, there shall be no more than eight (8) At-Large Board positions. Candidates for At-Large positions on the Board must be Individual Members who are willing and able to perform the duties of a Board member. Four (4) At-Large Board Members shall be elected annually by the members of the full Board at their first meeting of the year. An affirmative vote of two-thirds of the Directors present at the meeting at which the election is held shall be required for election. The other (4) At-Large Board members shall be elected annually by the Individual Members present at the first full Board meeting of the year or by mail ballot to all Individual Members; the Chair shall cause such a mail ballot to be sent no later than the date of the first full Board meeting. At-Large Board Members may not designate an alternate. Any person elected caucus chair who is not already a member of the Board of Directors shall become an At-Large Member of the Board, in addition to the eight (8) Individual Members elected to serve on the Board as set forth above.

Section 3. Term of Office. Each Director appointed by an Organizational Member shall serve until his or her successor shall have been appointed or until death, resignation, or removal, or until the organization ceases to qualify as an Organization Member as described under Article IV of these Bylaws. At-Large Directors shall serve a 1-year term.

Section 4. Meetings.

(a) Time, Place, and Notice. Regular meetings of the Board shall be held two times yearly. Upon fourteen (14) days written notice, special meetings may be called by the Chairperson at his/her discretion, or at the request of one-third of the Directors in office. The first regular meeting of the Board in each calendar year shall constitute its annual meeting which shall be held at such time and place as shall be fixed by a resolution of the Board or upon fourteen (14) days written notice at such time and place as shall be set forth in such notice. The other regular meeting of the Board shall constitute its mid-term meeting. Time and exact location of the mid-term meeting shall be fixed by a resolution of the Board or at such time and location as is set forth in a notice to be sent at least fourteen (14) days in advance of the meeting.

(b) Waiver of Notice. Whenever any notice of any meeting of the Board of Directors is required to be given under provisions of law or under the provisions of the Articles of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the holding thereof, shall be equivalent to the giving of such notice. Presence at any meeting without objecting shall also constitute waiver of any requested notice.

(c) Agenda. Any agenda for any meeting of the Board of Directors shall be set by the Chairperson of the Board in conjunction with two members of the Board.

(d) Quorum and Voting. At any meeting of the Board of Directors ten of the Directors in office, including at least eight members who are not representatives of electric or gas utilities, shall be necessary and sufficient to constitute a quorum for the transaction of all business. A vote of two-thirds of the votes cast at a meeting of the Board of Directors, duly called and at which a quorum is present, shall be necessary, unless specified otherwise in the Bylaws, to take or authorize action upon any matter which may properly come before the meeting, unless the concurrence of a greater proportion is required for such action by statute.

No vote shall be taken on a substantive matter before the Board until after two attempts have been made to reach a consensus on such matter. If a recorded vote is required, in the event that more than twenty-five percent of the individual members of the Board of Directors voting on any matter are representatives of electric or natural gas utilities, each such representative shall cast a fractional vote so that the total vote cast by utility representatives does not exceed twenty-five percent of the total number of votes cast.

If at any meeting of the Board there shall be less than a quorum present, a majority of those present shall recess the meeting until such time as a quorum shall be present. At such a time as a quorum is once again present, the meeting shall once again proceed, and any business shall be transacted which might have been transacted in the meeting as originally notified.

(e) Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if consent in writing, setting forth such action, is signed by a majority of the Directors and is filed with the minutes of the proceedings of the Board.

Section 5. Powers and Duties. In addition to other powers and duties specified herein, the Board of Directors shall have the following powers and duties:

a) To elect or remove the officers and additional members of the Executive Board.

b) To approve, reject, or remove any member.

c) To approve any awards given in the name of the Coalition.

d) To adopt resolutions to guide the progress of the Coalition.

e) To amend these bylaws.

Article VI

Officers

Section 1. Number and Selection. The Officers of the Coalition shall be the officers of the Board of Directors. The Board of Directors shall elect from among its members a Chairperson, a Vice-Chairperson, a Secretary, and a Treasurer, and such other officers as it may from time to time deem advisable.

Section 2. Term of Office. Each officer of the Coalition shall be elected to a two-year term at the Annual Meeting of the Board of Directors occurring in an odd-numbered year and shall serve until the Annual Meeting of the following odd-numbered year. Election or appointment of an officer shall not itself create any contractual rights.

Section 3. Removal of Officers. Any officer may be removed from office with or without cause, at any time by the affirmative vote of a two-thirds majority of the Board of Directors. Such removal shall not prejudice the contractual rights, if any, of the person so removed.

Section 4. Replacement of Officers. If any officer position becomes vacant, due to removal, resignation, or any other reason, the remaining members of the Executive Board, at a duly called meeting of the Executive Board, shall appoint a member of the Coalition to serve in the position until the next full meeting of the Board of directors. Such appointment shall be by the affirmative vote of a two-thirds majority of those Executive Board members in attendance. Every member of the Coalition not already serving as an officer shall be eligible to serve as such an interim officer. At the next regular business meeting of the Board of Directors, the Board shall either approve the officer elected by the Executive Board, or elect a new officer in accord with Sections 1 and 2 above, who in either case shall thereafter serve for the unexpired portion of the officer's term.

Section 5. Duties and Powers.

(a) Chairperson. The Chairperson shall be the Chief Operating Officer of the Coalition. It shall be the duty of the Chairperson to take a general and active role in managing and supervising the activities of the Coalition and to perform all other duties as the Board of Directors and the Executive Board may from time to time prescribe. The Chairperson shall serve as principal liaison between the Executive Director and the Executive Board and the Board of Directors, and shall review the work of the Executive Director and other staff on a continuing basis.

(b) Vice Chairperson. The Vice Chairperson shall represent the Chair and fulfill his/her duties when she/he is unable to do so due to absence. The Vice Chairperson shall actively assist the Chair in carrying out his/her duties.

(c) Secretary. The Secretary shall keep the minutes of the meetings of the Executive Board and the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; keep a register of the post office address of each Board members which shall be furnished to the Secretary by such member; and in general perform all duties as from time to time may be assigned her/him by the Chairperson, the Board, or the Executive Board.

(d) Treasurer. The Treasurer shall have oversight responsibility for the financial operations of the corporation. He/she shall work with staff responsible for the funds and securities of the corporation and in general perform all the duties incident to the Office of Treasurer and such other duties as from time to time may be assigned to him/her by the Chairperson, the Board, or the Executive Board.

Article VII

Executive Board

Section 1. Membership. The Executive Board shall be composed of thirteen (13) members of the Board of Directors. Five of the Executive Board members shall be the Chairperson, Vice-Chairperson, Treasurer and Secretary, plus the immediate past Chair as a nonvoting member. The five caucus chairs will serve as voting members of the Executive Board, and shall be appointed by the caucuses in accordance with Section VIII of these bylaws. The Board of Directors shall elect three additional members.

The additional members shall each serve 3-year terms. The terms are to be staggered such that only one term expires each year. If an additional position is vacated or an additional member is elected or appointed as an officer, the open position is to be filled for the duration of the term by a vote of the Board of Directors at its next meeting. The Board of Directors may, by two-thirds vote, remove any member of the Executive Board.

Section 2. Powers and Duties. The Executive Board shall have the control and management of the affairs and property of the Coalition. The Executive Board may delegate certain of their duties to the officers of the Coalition or to specifically designated members, but such delegation shall not relieve the Executive Board of the responsibility for any such action so taken.

Section 3. Litigation. The Executive Board, by a majority vote, must authorize any litigation brought on behalf of the Coalition. No later than fourteen (14) days prior to initiating litigation on behalf of the Coalition, the Executive Board shall mail to every Organizational Member, Supporting Member, Utility Member, Associate Member, and At-large Member of the Board notice of the Executive Board's intention to authorize litigation affording such Members the opportunity to opt out of the litigation in question. The decision to opt out by a member organization shall be communicated in writing to the Chairperson of the Coalition within seven days of receipt of the notice. In such litigation, the Coalition shall not be deemed to be representing any member who has opted out.

Section 4. Meetings. The Executive Board shall hold quarterly general business meetings at locations designated by the Chair. Meetings via telephonic conference calls may be held at any time at the call of the Chair. Upon application and showing of need, expenses incurred by Executive Board members to attend business meetings may be reimbursed from Coalition funds within budgeted amounts if approved by a majority vote of the Executive Board or authorized by the Chair.

Notice and a draft agenda for Executive Board general business meetings shall be distributed to the full board not less than 14 days in advance of the meeting. Notice of conference calls and other meetings of the Executive Board is to be given to any member having requested such notice at the same time and in the same manner that notice is provided to the members of the Executive Board.

All Executive Board meetings are open to attendance by board members with the exception of duly noticed executive sessions for personnel, litigation, and real estate issues.

Section 5. Quorum and Voting. At any meeting of the Executive Board, a majority of the voting members shall be necessary and sufficient to constitute a quorum for transaction of all business. A vote of at least two-thirds of the votes cast, not to be less than 6 votes, at a meeting duly called and for which a quorum is present, shall be necessary to take or authorize action upon any matter which may properly come before the meeting.

Votes may be in person or by an alternate designated in writing. No person may be an alternate for more than one Executive Board member.

No vote shall be taken on a substantive matter before the Executive Board until after two attempts have been made to reach consensus on such matter.

Article VIII

Regional Caucuses and Other Committees

Section 1. State and Provincial Caucuses. There shall be five regional caucuses within the organization for the states of Washington, Idaho, Oregon, Montana and the Province of British Columbia. The membership of each caucus shall consist of the individual members, organizational members, and utility members located within the caucus area. Individual members and organizational members located outside the five caucus areas may select membership in one caucus by letter to the Chairperson of the Coalition. No organizational member, utility member, or individual member shall be a member of more than one regional caucus.

Each caucus shall elect a chair to perform the duties of the position. The chair may be elected or replaced by the caucus at any time, but an election shall be held at least once every three years. The chair shall be selected by the caucus from among its individual members and organizational representatives, and shall represent the caucus as a member of the Executive Board of the Coalition. Each individual member and each organizational member shall have one vote. Voting may be in person or by alternates designated in writing. The caucuses may adopt policies and positions with respect to state/provincial and local governmental activities which are consistent with the policies and positions of the Coalition. These caucus policies and positions may be presented as policies and positions of the Coalition in state/provincial and local proceedings only after they have been transmitted to the Secretary of the Coalition and they are affirmatively adopted by the Executive Board. The Executive Board shall consider any proposed caucus policies and positions at its next meeting.

The caucuses shall meet at least quarterly as determined by the caucus Chair, at a time and place selected by the caucus Chair. Notice of caucus meetings shall be given to members of the caucus at the same time and in the same manner as notices of Executive Board general business meetings are given to members of the Coalition.

If a caucus chair is elected or appointed as an officer of the Coalition, the caucus may elect a new chair at its next regularly scheduled meeting.

Section 2. Nominating Committee. Prior to each annual election, the Chair shall appoint a nominating committee of up to five members, none of whom shall be a candidate for service on the Executive Board. The Nominating Committee shall, taking into account Coalition policies with respect to gender balance and diversity, identify willing candidates for at-large members of the full board of directors, additional members of the Executive Board, officers, and, if no chairs have been designated by a state/provincial caucus, for caucus chair.

Section 3. Other Committees. The Chairperson of the Coalition may establish such other Committees as from time to time is deemed advisable to provide the Coalition with assistance on its activities and in support of its purposes, including an Advisory Committee. Committee meetings are open to all members of the Coalition.

Article IX

Miscellaneous Provisions

Section 1. Checks. All checks, drafts or other orders for payment of money shall be signed by such officer or officers or such other person or persons as the Executive Board may from time to time designate.

Section 2. Fiscal Year. The fiscal year of the Coalition shall be determined by a resolution of the Executive Board.

Section 3. Contracts. The Executive Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Coalition, and such authority may be general or confined to specific instances.

Section 4. Loans. No loans shall be contracted on behalf of the Coalition and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Executive Board. Such authority may be general or confined to specific instances.

Section 5. Deposits. All funds of the Coalition not otherwise employed shall be deposited promptly upon receipt to the credit of the corporation in such banks, trust companies or other depositories as the Executive Board may select.

Section 6. Gifts. The Executive Board may accept on behalf of the Coalition any contribution, gift, bequest, or device for the general purpose or for any special purpose of the corporation. [Note: The Board of Directors, on 10/10/84, passed a motion that the Executive Director be authorized to accept funds from any source whatsoever.]

Section 7. Choice of Law. The laws of the State of Washington shall apply to the construction of these bylaws.

Article X

Indemnification

Section 1. Indemnification of Directors. Each Director and officer now or hereafter serving the corporation and each person who at the request of or on behalf of the corporation is now serving or hereafter serves as a trustee, Director, or officer of any other corporation, whether for profit, or not for profit, and her or his representatives, heirs, executors, and personal representatives, shall be indemnified by the corporation against expenses actually and necessarily incurred by her or him in connection with the defense of any action, suit, or proceeding in which s/he is made a party by reason of being or having been such a trustee, director or officer to the fullest extent permitted by law and the Coalition's Articles of Incorporation.

Section 2. Insurance and Other Indemnification. The Executive Board shall have the power to (i) purchase and maintain, at the Corporation's expense, insurance on behalf of the Corporation and on behalf of others to the extent that power to do so has been or may be granted by statute, and (ii) give other indemnification to the extent permitted by law.

Article XI

Dissolution

A resolution to dissolve the corporation and complete its affairs may be adopted by a majority of the Directors then holding office at any duly constituted meeting of the Board of Directors, provided that the proposal to dissolve the Corporation has been stated in the notice of such meeting or in a duly completed waiver of such notice. Upon adoption of such a resolution, the Corporation shall cease to conduct its affairs except insofar as may be necessary for the completion thereof. It shall immediately cause a notice of the proposed dissolution to be mailed to each of its known creditors and shall proceed to collect its assets and apply and distribute them. Any assets remaining after settling the accounts shall be distributed to charitable organizations which are compatible with the purposes of the organization, in accordance with paragraph 7 of the Article of Incorporation.

Article XII

Amendments

These Bylaws may be altered, amended, or repealed, or new Bylaws may be adopted, at any meeting of the Board of Directors, by a vote of the Directors in office [as provided by the Bylaws], if at least two weeks notice shall have been given of the intention to take such action at such meeting.

Proof of Adoption

I affirm that I am the Secretary of the NW Energy Coalition, and affirm that,

on (date) these Bylaws as amended were adopted by the Board of Directors of the Coalition.

______________________________

Name of duly elected Secretary

______________________________

Signature of duly elected Secretary

Date