BYLAWS 
OF THE 
ROTARY SCHOLARSHIP FOUNDATION 

August 2014
	------- 
INDEX
ARTICLE I 
	BOARD OF DIRECTORS ………………………………..…………………………...1 
Section 1: General Powers...........................................................................1 
	Section 2: Number. Tenure and Qualifications……………………………...1 
Section 3: Vacancies...................................................................................1 
Section 4 Removal..................................................................................... 1 
	Section 5: Compensation	1 
	ARTICLE II 
	MEETINGS 		2 
	Section 1: Annual Meeting.		 2 
	Section 2: Regular Meetings	 , 	2 
	Section 3: Special Meetings...		2 
	Section 4: Notice		 2 
	Section 5: Quorum		 3 
	Section 6: Conduct of Meetings		 3 
	Section 7: Action by Unanimous Written Consent..		3 
	Section 8: Telephone Conferences		 3 
	Section 9: General Powers as to Negotiate Paper		 3 
Section 10: Powers as to Other Documents................................................. 3 
	ARTICLE III 
	BOARD OFFICERS 	4 
Section 1: Designation and Qualifications.................................................. 4 
	Section 2: Election and Term of Office…………….………………………… 4 
Section 3: BoardChair................................................................................. 4 
	Section 4: Board Vice-Chair.....	 4 
	Section 5: Board Secretary	 4 
Section 6: Board Treasurer......................................................................... 4 
	Section 7: Miscellaneous Duties and Powers....	4 
	Section 8: Resignation	 5 
	ARTICLE IV 
	COMMITIEES ……………………………………	5 
Section 1: Committees of Directors............................................................. 5 
	Section 2: Term of Office	 5 
	Section 3: Chair	 5 
	Section 4: Vacancies.........................	 5 
	Section 5: Quorum.............................	 5 
	Section 6: Rules.................	6 

I' 

	ARTICLEV 
	INDEMNIFICATION AND INSURANCE 	6 
	Section 1: Rules	6 
	Section 2	 6 
	Section 3	 7 
	Section 4	 7 
	Section 5	 7 
	Section 6	7 
	Section 7	 7 
	ARTICLE VI 
	BOOKS AND RECORDS 	8 
	ARTICLE VII 
	FISCAL YEAR 	8 
	ARTICLE VIII 
	WAIVER OF NOTICE 	8 
ARTICLE IX 
	AMENDMENTS 	8 

BYLAWS 
OF 
ROTARY SCHOLARSHIP FOUNDATION 
ARTICLE I 
BOARD OF DIRECTORS 
Section 1: General Powers. The affairs of the Corporation shall be 
managed by its Board of Directors. 
Section 2: Number, Tenure and Qualifications. The number of 
Directors on the Board shall be not less than nine (9) nor more than fifteen (15). 
The number of Directors shall be fixed from time to time by the Board of Directors 
and the number so fixed shall comprise the entire Board of Directors. Directors 
shall be elected at the regular annual meeting of the Board of Directors for a three 
(3) year term. The initial terms shall be set such that approximately one-third (1/3) 
of the board seats are elected each year. If the election of Directors shall not be 
held at such meeting, such election shall be held as soon thereafter as 
conveniently possible. Each director shall hold office until his/her successor shall 
have been duly elected and shall have qualified or until his/her death or until 
he/she shall resign. Directors shall be a member (other than honorary) in good 
standing of a Rotary Club. 
Section 3: Vacancies. In the case of any vacancy on the Board of 
Directors through death, resignation, disqualification or other cause, the remaining 
Directors by an affirmative vote of majority thereof, may elect a successor to hold 
office until the next meeting for the election of Directors, and until the election and 
qualification of his successor. 
Section 4: Removal. A Director may be removed for cause by a 
vote of two-thirds (2/3) of all Directors then in office. Such action shall be taken at 
a regular meeting of the Board of Directors or at a special meeting called for such 
purpose, and the proposed removal shall be set forth in the notice of any such 
regular or special meeting, sent at least ten (10) days prior thereto. 
Section 5: Compensation. Directors shall not receive any stated 
salaries for their services, but by resolution of the Board of Directors a fixed sum 
and expenses of attendance, if any, may be allowed for each regular or special 
meeting of the Board, providing that nothing therein contained shall be construed 
Bylaws of 
Rotary Scholarship Foundation 

to preclude any Director from serving the Corporation in any other capacity and 
receiving reasonable compensation therefor. 
ARTICLE II 
MEETINGS
Section 1: Annual Meeting. The annual meeting of the Directors of 
the Corporation shall be held at its office in Moses Lake, Washington or at such 
other place within or without the State of Washington as may from time to time be 
selected by the Directors, on the date in each year designated by the Board of 
Directors, and at the time stated in the notice thereof, for the purpose of electing or 
appointing Directors or officers for the ensuing year and/or for the transaction of 
such other business as may properly be brought before the meeting. Prior to the date of the annual meeting the proposed slate of directors and officers shall be presented to the Board of Directors of the Rotary club of Moses Lake for input and approval.
Section 2: Regular Meetings. Regular meetings of the Board of 
Directors may be held at such time and at such places within or without the State 
of Washington as may from time to time be determined by resolution of the Board, 
which resolution may authorize the President to fix the specific date and place of 
each of such regular meetings, in which case notice of the time and place of such 
regular meetings shall be given in the manner hereinafter provided. 
Section 3: Special Meetings. Special meetings of the Directors may 
be called by the Board Chair and shall be called by the Board Chair or Secretary at 
the direction of not less than two (2) Directors then in office, or as may otherwise 
by provided by law. Such meetings shall be held at the office of the Corporation in 
Moses Lake, Washington, unless otherwise directed by the Board of Directors and 
stated in the notice of meeting, in which case the meeting may be held at any 
place within or without the State of Washington. Any request for such meeting 
shall state the purpose or purposes of the proposed meeting. 
Section 4: Notice. Notice of the regular annual meeting and any 
special meeting of the Board of Directors shall be given at least ten (10) days 
previously thereto by written notice to each Director at his address as shown by 
the records of the Corporation. If mailed, such notice shall be deemed to be 
delivered when deposited in the United States mail in a sealed envelope so 
addressed, with postage thereon prepaid. If notice be given electronically 
such notice shall be deemed to be delivered when the notice is delivered to 
the recipients inbox. Notice of the regular annual meeting or any 
special meeting of the Board of Directors may be waived in writing signed by the person or 
persons entitled to the notice either before or after the time of the meeting. The 
attendance of a Director at any meeting shall constitute a waiver of notice of such 
meeting, except where a Director attends a meeting for the express purpose of 
objecting to the transaction of any business because the meeting is not lawfully 
called or convened. Neither the business to be transacted at, nor the purpose of, 

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Rotary Scholarship Foundation 

2 

any regular or special meeting of the Board need be specified in the notice or 
waiver of notice of such meeting, unless specifically required by law or by these 
Bylaws. 
Section.5: Quorum. A majority of the Directors then in office shall 
constitute a quorum for the transaction of business and the action of a majority of 
the Directors present at a meeting at which a quorum is present shall be the action 
of the Board of Directors, except as action by a majority of the Directors then in 
office may be specifically required by statute or other sections of the Bylaws. 
Section 6: Conduct of Meetings. Meetings of the Directors shall be 
presided over by the Board Chair. The Secretary or an Assistant Secretary of the 
Corporation or, in their absence, a person chosen at the meeting shall act as 
Secretary of the meeting. 
Section 7: Action by Unanimous Written Consent. If and when the 
Directors shall severally or collectively consent in writing to any action to be taken 
by the Corporation either before or after the action is taken, such action shall be as 
valid a corporate action as though it had been authorized at a meeting of the 
Directors and the written comments shall be filed with the minutes of the 
proceedings of the Board of Directors. 
Section 8: Telephone Conferences. A Director may participate in a 
meeting of Directors by a conference telephone or electronic communication 
equipment by which all persons participating in the meeting may hear each other if 
all participants are advised of the communications equipment and the names of 
the participants in the conference are divulged to all participants. Participation in a 
meeting pursuant to this Section constitutes presence in person at the meeting. 
Section 9: General Powers as to Negotiate Paper. The Board of 
Directors shall, from time to time, prescribe the manner of signature or 
endorsement of checks, drafts, notes, acceptances, bills of exchange, obligations 
and other negotiable paper or other instruments for the payment of money and 
designate the officer or officers, agent or agents, who shall from time to time be 
authorized to make, sign or endorse the same on behalf of the Corporation. 
Section 10: Powers as to Other Documents. The Board of Directors 
may authorize any officer or officers, agent or agents, to enter into any contract or 
execute or deliver any conveyance or other instrument in the name of the 
Corporation, and such authority man be general or confined to specific instances. 
When the execution of any contract, conveyance or other instrument has been 
authorized without specification of the officers authorized to execute, the same 
may be executed on behalf of the Corporation by the Board Chair or any Vice 
Chair, by the Secretary, an Assistant Secretary, the Treasurer or an Assistant 
Treasurer. 

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3 

ARTICLE III 
BOARD OFFICERS 
Section 1: Designation and Qualifications. The Board officers of the 
Corporation shall be Board Chair. Board Vice-Chair, Board Secretary, and Board 
Treasurer, each of whom shall be elected by the Board and be a member of the 
Board. No two offices may be held by the same person. 
Section 2: Election and Term of Office. The Board officers shall be 
elected annually by the Board at the annual meeting of the Board. Each officer 
shall hold office until the next annual meeting and until her/his successor shall 
have been elected and qualified, or until he/she resigns or is removed. Each 
officer shall first be a member of the Board of Directors to qualify for an office. The 
position of Board Chair may be held by the same person for three (3) consecutive 
terms. 
Section 3: Board Chair. The Chair, subject to the Board's control, 
shall supervise and control all of the business and affairs of the Corporation. 
She/he, along with such other officers as the Board may designate, shall sign 
deeds, leases, mortgages, contracts, or other instruments that the Board 
authorized to be signed, unless the Board designates some other officer or agent 
of the Corporation to so execute. She/he shall have all the powers and duties 
normally incident to the office of Chair and as prescribed by the Board of Directors. 
Section 4: Board Vice-Chair. The Vice-Chair, in the event of death, 
disability, resignation, removal, or absence of the Chair, shall perform all 
necessary duties which would otherwise by performed by the Chair, and such 
duties as may be prescribed by the Board of Directors. The Vice-Chair shall have 
all of the duties and authority normally vested in a Vice-Chair. 
Section 5: Board Secretary. The Secretary shall (a) review and sign 
the minutes of the Board meetings; (b) see that all notices are duly given in 
accordance with the provisions of these bylaws or as required by law; (c) sign such 
documents as may be required by the Board or State Law; and (d) in general, 
perform all duties incident to the office of Secretary, and such other duties as from 
time to time may be assigned to her/him by the Chair or the Board. 
Section 6: Board Treasurer. The Treasurer shall chair a Finance 
Committee and perform all of the duties incident to the office of Treasurer, and 
such other duties as from time to time may be assigned to her/him by the Chair or 
Board. 
Section 7: Miscellaneous Duties and Powers. In addition to the 
foregoing specifically enumerated duties and powers, the several officers of the 

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4 

corporation shall be charged with such other duties and shall have such other 
powers (to the extent permitted by law) as may be delegated to them from time to 
time by the directors or any officer herein authorized to do so or as may be 
imposed upon them by law. 
Section 8: Resignation. Any officer may resign for any reason, upon 
delivering written notice to the Board Chair, Board Treasurer or Board Secretary, 
to the meeting of the directors or to the corporation at its principal office. Such 
resignation shall be effective upon receipt, unless specified to be effective at some 
other time or upon the occurrence of some other event and acceptance thereof 
shall not be necessary to make it effective unless it so states. 
ARTICLE IV 
COMMITTEES.
Section 1: Committees of Directors. The Board of Directors, by 
motion adopted by a majority of the Directors, may designate one or more 
committees, each of which shall consist of two or more Directors, which 
committees, to the extent provided in said motion and not restricted by law, 
shall have and exercise the authority and act on behalf of the Board of Directors in 
the management of the Corporation; but the designation of such committees and 
the delegation thereto of authority shall not operate to relieve the Board of 
Directors, or any individual Director, of any responsibility imposed upon it or 
him/her by law. Committees of Directors may receive information from the public 
or may designate advisory committees composed of non-Board members to make 
recommendations to the committees. 
Section 2: Term of Office. Each member of a committee shall 
continue as such until his/her successor is appointed, unless the committee shall 
be sooner terminated, or unless such member be removed from such committee, 
or unless such member shall cease to qualify as a member thereof. 
Section 3: Chair. One member of each committee shall be 
appointed Chair. 
Section 4: Vacancies. Vacancies in the membership of any 
committee may be filled by appointments made in the same manner as provided in 
the case of the original appointments. 
Section 5: Quorum. Unless otherwise provided in the resolution of 
the Board of Directors designating a committee, a majority of the whole committee 
shall constitute a quorum and the act of a majority of the members present at a 
meeting at which a quorum is present shall be the act of the committee. 

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Section 6: Rules. Each committee may adopt rules for its own 
government not inconsistent with these Bylaws or with rules adopted by the Board 
of Directors. 
ARTICLE V 
INDEMNIFICATION AND INSURANCE 
Section 1: Rules. The Corporation may indemnify any person who 
was or is a party, or is threatened to be made a party to any threatened, pending 
or completed action, suit or proceeding, whether civil, criminal, administrative or 
investigative (other than an action by or in the right of the Corporation) by reason 
of the fact that he/she is or was a Director, officer, employee or agent of the 
Corporation, or who is or was serving at the request of the Corporation as a 
Director, officer, employee or agent of another Corporation, partnership, joint 
venture, trust or other enterprise, against expenses (including attorney's fees), 
judgments, fines and amounts paid in settlement actually and reasonably incurred 
by him/her in connection with such action, suit or proceeding, if he/she acted in 
good faith and in a manner he/she reasonably believed to be in, or not opposed to 
the best interests of the Corporation, and, with respect to any criminal action or 
proceeding, had no reasonable cause to believe his conduct was unlawful. The 
termination of any action, suit or proceeding by judgment, order, settlement, 
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, 
create a presumption that the person did not act in good faith and in a manner 
which he/she reasonably believed to be in or not opposed to the best interests of 
the Corporation, and, with respect to any criminal action or proceeding, had 
reasonable cause to believe that his/her conduct was unlawful. 
Section 2: The Corporation may indemnify any person who was or is 
a party, or is threatened to be made a party to any threatened, pending or 
completed action or suit by or in the right of the Corporation to procure a judgment 
in its favor by reason of the fact that he is or was a Director, Officer, employee or 
agent of the Corporation, or is or was serving at the request of the Corporation as 
a Director, officer, employee or agent of another Corporation, partnership. joint 
venture, trust or other enterprise, against expenses (including attorney's fees) 
actually and reasonably incurred by him/her in connection with the defense or 
settlement of such action or suit, if he/she acted in good faith and in a manner 
he/she reasonably believed to be in, or not opposed to the best interest of the 
Corporation, and except that no indemnification shall be made in respect of any 
claim, issue or matter as to which such person shall have been adjudged to be 
liable for negligence or misconduct in the performance of his/her duty to the 
Corporation, unless, and only to the extent that the court in which such action or 
suit was brought shall determine upon application that, despite the adjudication of 
liability, but in view of all the circumstances of the case, such person is fairly and 
reasonably entitled to indemnity for such expenses as the court shall deem proper. 

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Section 3: To the extent that a Director, officer, employee or agent 
of the Corporation has been successful, on the merits or otherwise, in the defense 
of any action, suit or proceeding referred to in Sections (1) and (2) of this Article V. 
or in defense of any claim, issue or matter therein, he/she shall be indemnified 
against expenses (including attorneys' fees) actually and reasonably incurred by 
him in connection therewith. 
Section 4: Any indemnification under Sections (1) and (2) of this 
Article V (unless ordered by a court) shall be made by the Corporation only as 
authorized in the specific case, upon a determination that indemnification of the 
Director, officer, employee or agent is proper in the circumstances because he/she 
has met the applicable standard of conduct set forth in Sections (1) and (2) of this 
Article V. Such determination shall be made (i) by the Board of Directors by a 
majority of the vote of a quorum consisting of Directors who were not parties to 
such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if 
obtainable, a quorum of disinterested Directors so directs, by independent legal 
counsel in a written opinion. 
Section 5: Expenses incurred in defending a civil or criminal action, 
suit or proceeding may be paid by the Corporation in advance of the final 
disposition of such action, suit or proceeding, as authorized by the Board of 
Directors in the specific case, upon receipt of an undertaking by or on behalf of the 
Director, officer, employee or agent to repay such amount, unless it shall ultimately 
be determined that he is entitled to be indemnified by the Corporation as 
authorized in this Article V. 
Section 6: The indemnification provided by this Article V shall not be 
deemed exclusive of any other rights to which those seeking indemnification may 
be entitled under any agreement, vote of disinterested Directors, or otherwise, both 
as to action in his official capacity and as to action in another capacity while 
holding such office, and shall continue as to a person who has ceased to be a 
Director, officer, employee or agent, and shall inure to the benefit of the heirs, 
executors and administrators of such a person. 
Section 7: The Corporation may purchase and maintain insurance 
on behalf of any person who is or was a Director. officer, employee or agent of the 
Corporation, or who is or was serving at the request of the Corporation as a 
Director, officer, employee or agent of another corporation, partnership, joint 
venture, trust or other enterprise, against any liability asserted against him and 
incurred by him in any such capacity, or arising out of his status as such, whether 
or not the Corporation would have the power to indemnify him against such liability 
under the provisions of this Article V. 

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Rotary Scholarship Foundation 

7 

ARTICLE VI 
BOOKS AND RECORDS 
The Corporation shall keep correct and complete books and records 
of account and shall also keep minutes of the proceedings of its Board of Directors 
and committees having any of the authority of the Board of Directors. 
ARTICLE VII 
FISCAL YEAR 
The fiscal year of the Corporation shall be the calendar year. 
ARTICLE VIII 
WAIVER OF NOTICE 
Whenever any notice is required to be given under the provisions of 
the Act of the State of Washington or under the provisions of the Articles of 
Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed 
by the person or persons entitled to such notice, whether before or after the time 
stated therein, shall be deemed equivalent to the giving of such notice. 
ARTICLE IX 
AMENDMENTS
The power to alter, amend or repeal the Bylaws or adopt new Bylaws 
shall be vested in the Board of Directors. Such action may be taken at a regular or 
special meeting for which written notice of the purpose shall be given. The Bylaws 
may contain any provisions for the regulation and management of the affairs of the 
Corporation not inconsistent with law or the Articles of Incorporation. 

EFFECTIVE April 15, 2014

Bylaws of 
Rotary Scholarship Foundation 

8