BYLAWS OF LIGHTUU

The principal office of the corporation in the State of Washington shall be located in the City of Lake Stevens, County of Snohomish. The corporation may have other offices, either within or outside of the state of Washington, as the Board of Directors may determine or as the affairs of the corporation may require, while ensuring that membership rights are upheld. 

The corporation shall maintain a principal office in the State of Washington as a registered office, along with a registered agent whose office is identical with the registered office, in accordance with the Washington Nonprofit Corporation Act. The registered office may be, but does not have to be, identical to the nonprofit office in the state of Washington, and the address of the registered office may be changed from time to time by the Board of Directors.

2.1. Classes of Members

The corporation shall have one (1) class of members. The designation of the class and the qualifications and rights of the members of the class shall be as follows: Class 1 – members will have full voting rights, which are part of the Membership Rights outlined in this document.

2.2. Election of Members

Members shall be elected by the Board of Directors. An affirmative vote of one hundred percent (100%) of the Directors shall be required for election, in compliance with the Nonprofit Corporation Act.

2.3. Applicants for Members

Except in the initial election of members, all applicants for membership shall file with the Secretary a written application in such forms as the Board of Directors shall, from time to time, determine.

All applications for membership shall be presented promptly for consideration and investigation to the Board of Directors or to the admissions committee if one has been appointed by the Board of Directors; and, if an admissions committee has been appointed, it shall report its recommendations promptly to the Board of Directors. A list of applications for membership shall, from time to time, be posted at the principal office of the corporation and mailed to each member of the corporation.

Not earlier than thirty (30) days after a list of applications has been posted or mailed to members, the Board of Directors shall pass upon each application included in said list and either accept or reject it. After an applicant has been rejected, they may not make another application for membership within one (1) year thereafter.

2.4. Voting Rights

Each member shall be entitled to one (1) vote on each matter submitted to a vote of the members, reflecting the Membership Rights granted to them.

2.5. Termination of Membership

The Board of Directors, by affirmative vote of sixty percent (60%) of all members of the Board, may suspend or expel a member for cause after an appropriate hearing, and may, by a sixty percent (60%) vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who is in default in the payment of dues for the period fixed in Article XI of these bylaws, adhering to the guidelines of the Nonprofit Corporation Act.

2.6. Resignation

Any member may resign by filing a written resignation with the Secretary, but the resignation shall not relieve the member of the obligation to pay any dues, assessments, or other charges previously accrued and unpaid.

2.7. Reinstatement

Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of one hundred percent (100%) of the members of the Board, reinstate the former member to membership upon such terms as the Board of Directors may deem appropriate.

2.8. Transfer Membership

Membership in this corporation is not transferable or assignable.

3.1. Annual Meeting

An annual meeting of the members shall be held in the first month of each year, starting with the year 2024, to elect Directors and address any other business as may arise, in accordance with the Membership Rights outlined under the Nonprofit Corporation Act. If the day set for the annual meeting is a legal holiday in the state of Washington, the meeting shall take place on the next succeeding business day. Should the election of Directors not occur on the designated day for any annual meeting, or at any adjournment thereof, the Board of Directors will arrange for the election to be held at a special meeting of the members as soon as is convenient.

3.2. Special Meetings

Special Meetings of the members may be called by the president, the Board of Directors, or by no less than two percent (2%) of the members who hold voting rights.

3.3. Place of Meeting

The Board of Directors may designate any location, either within or outside the State of Washington, as the venue for any annual meeting or any special meeting called by the Board of Directors. If no location is designated or if a special meeting is otherwise called, the meeting shall be held at the principal office of the corporation in the State of Washington.

3.4. Notice of Meetings

Written or printed notice stating the place, day, and hour of any meeting of the members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, no less than seven (7) nor more than thirty (30) days prior to the date of the meeting, by or at the direction of the President, Secretary, or the officers of persons calling the meeting. In the case of a special meeting or when required by statute or by these bylaws, the purpose for which the meeting is called shall be included in the notice. If mailed, the notice shall be considered delivered when deposited in the United States mail addressed to the member at the address in the corporation's records, with postage prepaid.

3.5. Informal Action by Members

Any action required by law to be taken at a meeting of the members, or any action that may be taken at such a meeting, may also be executed without a meeting if a written consent detailing the action taken is signed by at least one hundred percent (100%) of the members entitled to vote on the matter.

3.6. Quorum

Members holding one hundred percent (100%) of the votes, which may be cast at any meeting, shall constitute a quorum. If a quorum is not present at any meeting of members, a majority of those present may adjourn the meeting without further notice.

3.7. Proxies

At any meeting of members, a member entitled to vote may do so by proxy executed in writing by the member or by an authorized attorney in fact. No proxy shall remain valid after eleven (11) months from the date of its execution unless otherwise specified within the proxy.

3.8. Voting by Mail

When Directors or officers are to be elected by the members or any class of members, the election may take place by mail in the manner determined by the Board of Directors.

3.9. Order of Business at Annual Meeting

The order of business at the annual meeting of the members shall be as follows:

(a) Roll call,

(b) Reading of notice and proof of mailing,

(c) Reading of minutes from the last preceding meeting,

(d) Report of the President,

(e) Report of the Secretary,

(f) Report of the Treasurer,

(g) Election of Directors,

(h) Transaction of other business mentioned in the notice.

4.1. General Powers

The affairs of the corporation shall be managed by its Board of Directors, in accordance with the Membership Rights outlined in the Nonprofit Corporation Act. Directors need not be residents of the state of Washington or members of the corporation.

4.2. Number, Tenure and Qualifications

The number of Directors shall be three (3). Each Director shall hold office until the next annual meeting of members and until his successor shall have been elected and qualified.

4.3. Regular Meetings

A regular annual meeting of the Board of Directors shall be held without other notice than this bylaw, immediately after, and at the same place as the annual meeting of members. The Board of Directors may provide by resolution the time and place, either within or outside of the state of Washington, for holding additional regular meetings of the Board without any other notice than the resolution.

4.4. Special Meetings

Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) Directors. The individuals authorized to call special meetings may set any location, either within or outside of the state of Washington, for holding such special meetings of the Board.

4.5. Notice

Notice of any special meeting of the Board of Directors shall be given at least two (2) days prior, either through personal delivery or sent by mail or telegram to each Director at the address as recorded by the corporation. If mailed, such notice shall be deemed delivered when deposited in the United States mail in a sealed envelope with postage prepaid. If notice is given by telegram, it shall be deemed delivered upon delivery to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends for the sole purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at, or the purpose of, any regular or special meeting of the Board need not be specified in the notice or waiver unless specifically required by law or these bylaws.

4.6. Quorum

A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; however, if less than a majority of the Directors are present, a majority of those present may adjourn the meeting without further notice.

4.7. Manner of Acting

The act of a majority of the Directors present at a meeting with a quorum shall be the act of the Board of Directors, unless a greater number is required by law or by these bylaws.

4.8. Vacancies

Any vacancy occurring on the Board of Directors and any directorship to be filled due to an increase in the number of Directors shall be filled by the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.

4.9. Compensation

Directors shall receive a salary for their services, which shall be determined by a unanimous vote of the Board of Directors. Nothing herein shall preclude any Director from serving the corporation in other capacities and receiving compensation or reimbursement.

4.10. Informal Action by Directors

Any action required by the Nonprofit Corporation Act to be taken at a meeting of Directors, or any action that may be taken at such a meeting, may be executed without a meeting if a written consent, detailing the action taken, is signed by all Directors.

6.1. Committees of Directors

The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one (1) or more committees, each of which shall consist of two (2) or more Directors. These committees, to the extent provided in the resolution, shall have and exercise the authority of the Board of Directors in managing the corporation; however, no such committee shall have the authority of the Board of Directors regarding the amending, altering, or repealing of the bylaws; electing, appointing, or removing any member of any such committee or any Director or officer of the corporation; amending the articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the corporation; or amending, altering, or repealing any resolution of the Board of Directors that explicitly states it shall not be amended, altered, or repealed by the committee. The appointment of any such committee and the delegation of authority shall not relieve the Board of Directors of any responsibility imposed upon it by law, including those outlined in the Nonprofit Corporation Act.

6.2. Other Committees

Other Committees that do not have and exercise the authority of the Board of Directors in managing the corporation may be designated by a resolution adopted by a majority of the Directors present at a meeting where a quorum is present. Except as otherwise provided in the resolution, members of each such committee shall be members of the corporation, and the President of the corporation shall appoint the members of the committees. Any member may be removed by the authorized individuals whenever, in their judgment, such removal serves the best interests of the corporation and its Membership Rights.

6.3. Term of Office

Each member of a committee shall continue as a member until the next annual meeting of the members of the corporation and until his or her successor is appointed, unless the committee is terminated sooner, or the member is removed from the committee, or the member ceases to qualify as a member of the committee.

6.4. Chair

One (1) member of each committee shall be appointed chair by the person or persons authorized to appoint the members of the committee.

6.5. Vacancies

Vacancies in the membership of any committee may be filled by appointments made in the same manner as the original appointments.

6.6. 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 where a quorum is present shall be the act of the committee.

6.7. Rules

Each committee may adopt rules for its own governance that are not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

7.1. Contracts

The Board of Directors may authorize any officer(s) or agent(s) of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, in accordance with the Membership Rights outlined under the Nonprofit Corporation Act. Such authority may be general or confined to specific instances.

7.2. Checks, Drafts, etc.

All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the corporation shall be signed by those officers or agents of the corporation in a manner as shall be determined by resolution of the Board of Directors. In the absence of this determination by the Board of Directors, the instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice-President of the corporation.

7.3. Deposits

All funds of the corporation shall be deposited to the credit of the corporation in the banks, trust companies, or other depositories as the Board of Directors may select, adhering to the provisions set forth in the Nonprofit Corporation Act.

7.4. Gifts

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the corporation, in line with the Membership Rights and guidelines established by the Nonprofit Corporation Act.

8.1. Certificates of Membership

The Board of Directors may provide for the issuance of certificates evidencing membership rights in the corporation, which shall be in such form as may be determined by the Board. The certificates shall be signed by the President or a Vice-President and by the Secretary or an Assistant Secretary and shall be sealed with the seal of the corporation. All certificates evidencing membership of any class shall be consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered into the records of the corporation. If any certificate shall become lost, mutilated, or destroyed, a new certificate may be issued upon the terms and conditions as the Board of Directors may determine under the guidelines of the Nonprofit Corporation Act.

8.2. Issuance of Certificates

When a member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate of membership shall be issued in his or her name and delivered by the Secretary. The Board of Directors shall have provided for the issuance of certificates of membership under the provisions of section 1 of this Article VIII.

The corporation shall maintain accurate and complete books and records of account, along with minutes of the proceedings of its members, Board of Directors, and committees that possess any authority granted by the Board of Directors. Additionally, it shall keep at its registered or principal office a record that provides the names and addresses of members entitled to vote, in accordance with the Membership Rights outlined in the Nonprofit Corporation Act. All books and records of the corporation may be inspected by any member, or their agent or attorney, for any proper purpose at any reasonable time.

The fiscal year of the corporation, as stipulated under the Nonprofit Corporation Act, shall begin on January 1 and end on the last day of December each year, ensuring that all membership rights are preserved throughout this period.

11.1. Annual Dues

The Board of Directors may determine the amount of the initiation fee, if any, and annual dues payable to the corporation by members of each class, ensuring compliance with the Nonprofit Corporation Act regarding membership rights.

11.2. Payment of Dues

Dues shall be payable in advance on the first day of the first month of each fiscal year. Dues for a new member shall be prorated from the first day of the month in which such new member is elected to membership, for the remainder of the fiscal year of the corporation, in accordance with their membership rights.

11.3. Default and Termination of Membership

When any member of any class shall be in default in the payment of dues for a period of twelve (12) months from the beginning of the fiscal year or period for which such dues become payable, his or her membership may be terminated by the Board of Directors in the manner provided in Article III of these Bylaws, as outlined by the Nonprofit Corporation Act.

Whenever any notice is required to be given under the provisions of the Washington Nonprofit Corporation Act or the articles of incorporation, as well as the bylaws of the corporation, a signed waiver in writing by the persons entitled to the notice, whether given before or after the stated time, shall be considered equivalent to the giving of notice, thus preserving the Membership Rights.

These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a majority of the Directors present at any regular meeting or at any special meeting, provided that at least two (2) days written notice is given of the intention to alter, amend, or repeal, or to adopt new bylaws in accordance with the Membership Rights outlined in the Nonprofit Corporation Act.