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BY-LAWS OF
THE SPIRIT OF THE SALMON FUND AND FUND ADVISORY BOARD

ARTICLE I: Name and Office

§1.01 Name. The name of this restricted fund is the Spirit of the Salmon Fund of the Columbia River Inter-Tribal Fish Commission (“the Fund”). The Fund is a charitable and nonprofit public benefit program of the Columbia River Inter-Tribal Fish Commission (“the Commision”).

§1.02 Principal Office. The principal office of the Commission is located in Portland, Oregon. The Fund is administered through the principal office, particularly through the Commission’s Office of the Executive Director.

ARTICLE II: Purposes and Objectives

The Fund was established, by Resolution 2000-2, on January 20, 2000, as a restricted fund of the Commission. The mission of the fund is to mobilize resources for the Commission and its member tribes with a focus on Wy-Kan-Ush-Mi Wa-Kish-Wit, the Tribal Fish Restoration Plan.

The administration of the Fund shall be nonprofit and nonpartisan. No substantial part of the activities supported by the Fund shall consist of attempts to influence legislation. The Fund shall not be used to support or intervene in any political campaign on behalf of or in opposition to any candidate for elected office.

ARTICLE III: Dedication to Exclusively Public Purposes

The principal and income of all property received and accepted by the Fund are irrevocably dedicated to exclusively public purposes, such as the conducting and funding of charitable and educational activities. No part of the net earnings of the Fund shall inure to the benefit of, or be distributable to Fund Advisory Board members, officers, or other private persons, except that the Commission in administering the Fund shall be authorized and empowered to pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes set forth in Article II hereof.

ARTICLE IV: Fund Advisory Board

§4.01. Powers of the Commission. Ultimate responsibility for the management of the Fund shall be vested in the Commission. In particular, the following powers shall be reserved to the Commission:

1. Approval of all Fund Advisory Board Members (“Board Members”), including those serving ex officio;
2. The selection and termination with or without cause of the Fund Executive Director and other senior officers of the Fund;
3. Regular oversight of investment and disbursement decisions to ensure compliance with fiduciary duty and charitable trust principles;
4. Approval of any transfer or loan of Fund assets, other than in the ordinary course of business; and
5. Dissolution of the Fund and termination of its program, provided that any distribution of assets is made for exclusively public purposes.

§4.02. Powers of the Fund Advisory Board. The Fund Advisory Board (the “Board”) shall make recommendations regarding the management of the affairs and property of the Fund. The Board shall establish grant-seeking and grant-making procedures pertaining to all grants, loans, and investments of Fund assets. It shall also exercise the following duties:

1. Recommend funding priorities to the Commission (including the Commission's unfunded needs);
2. Recommend general and specific fundraising strategies to the Commission to fund the organization’s unmet funding needs.
3. Recommend adoption of non-Commission projects to the Commission for possible Spirit of the Salmon funding efforts.
4. Represent the Commission and Spirit of the Salmon Fund to potential funders and the public.

§4.03. Number of Board Members. The Board shall consist of six voting members.

§ 4.04. Appointment and Designation of Board Members.

1. Each of the member tribes’ Fish and Wildlife Committee will designate one primary Board Member.
2. Each of the member tribes’ Fish & Wildlife Committee will designate one Alternate Board Member.
3. The terms of the Board Members and their Alternates shall be four years or until their successors are selected by their Tribe’s Fish and Wildlife Committee, or until the termination of that Board Member's service as a Commissioner of the Columbia River Inter-Tribal Fish Commission, whichever is sooner.
4. Each Board Member, including those serving ex officio, shall have one vote.
5. The Executive Director of the Columbia River Inter-Tribal Fish Commission shall serve as a Fund Advisory Board Member ex officio.
6. That person designated as the Finance Director of the Columbia River Inter-Tribal Fish Commission shall serve as a Board Member ex officio.

§4.05 Vacancies and Removal. A vacancy on the Board shall be filled within sixty (60) days of said vacancy, in accordance with section 4.04 of these bylaws. A vacancy in the Board shall be deemed to exist on the occurrence of the following:

1. the death, resignation, or removal of any Board Member;
2. an increase in the authorized number of Board Members.

Any Board Member may resign at any time effective upon giving written notice to the Board, unless the notice specifies a later time of the effectiveness of the resignation.

A Board Member may be removed by his or her Tribal Fish and Wildlife Committee.

ARTICLE V: Officers

§ 5.01. Officers. The officers of the Board shall consist of the President, the Vice-President, the Secretary, and the Treasurer. Each officer shall be nominated and voted upon by the Board Members.

The President and Vice-President shall not be employees of the Commission. All officers shall serve a two-year term.
Any officer may resign at any time by giving written notice to the Board, the President of the Board, or the Executive Director. Any resignation shall take effect on the date of the receipt of such notice or at any later time specified in the resignation.

In addition to the duties specified in this Article V, officers shall perform all other duties customarily incident to their office and such other duties, subject to control of the Board, and shall perform such additional duties, as the Board shall from time to time assign.

§5.02. Duties of the President of the Board. The President shall, when present, preside at all meetings of the Board. The President shall be the chief executive officer responsible for administering policies established in these bylaws and subsequent resolutions of the Board.

§5.03. Duties of the Vice-President. The Vice-President shall serve in the absence or incapacity of the President.

§5.04. Duties of the Executive Director. The Executive Director shall be knowledgeable and experienced in matters relating to Commission activities.

The Executive Director shall manage the day-to-day operation and administration of the business of the Fund. The Executive Director shall be responsible to and governed by the Board, shall report to and advise the Board on all significant matters of the Fund’s business, and shall see that all orders and resolutions of the Board are carried into effect. The Executive Director shall be empowered to act, speak for, or otherwise represent the Fund between meetings of the Board within the boundaries of policies and purposes established by the Board and set forth in these bylaws.

§ 5.05. Duties of the Treasurer. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Fund, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, and other matters customarily included in financial statements. The Treasurer shall ensure an annual audit of revenues and expenditures.

The Treasurer shall deposit, or cause to be deposited, all moneys and other valuables in the name and to the credit of the Fund with such depositories as may be designated by the Board. The Treasurer shall disburse, or cause to be disbursed, funds, as recommended by the Board and authorized by the Commission, and shall render to the Commission, upon request, an account of all transactions and the financial condition of the Fund.

§5.06. Duties of the Secretary. The Secretary shall record, or cause to be recorded, and shall keep, or cause to be kept, a book of minutes of actions taken at all meetings of Directors with the time and place of holding, the notice given, the names of those present at such meetings, and the proceedings of such meetings.

ARTICLE VI: Meetings

§6.01. Frequency. The Board shall meet at least four times a year at dates and times to be determined by the Board. Special meetings of the Board may be called by or at the request of the President or any two members of the Board. Notice of any special meeting of the Board shall be given at least one week (7 days) prior thereto by written notice delivered personally or sent by mail, electronic mail, or facsimile to each Board Member at his or her address shown by the records of the Commission. The general nature of the business to be transacted at the meeting should be specified in the notice.

§6.02. Action at a Meeting: Quorum and Required Vote. A majority of the core voting members (not ex officio) of the Board constitute a quorum for meetings of the Board and the transaction of business. Every act done or decision made by a majority of the core Board Members present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, by these bylaws or by law. Each member of the Board, at every meeting, is entitled to one vote in person or by proxy.

§6.03. Action by Consent. Any action required or permitted to be taken by the Board may be taken without a meeting if a majority of members of the Board consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the Board Members shall be filed with the minutes of the proceedings of the Board or committee. Such consent shall be treated as a vote of the Board for all purposes.

ARTICLE VII: General Provisions

§7.01. Fiscal year. The fiscal year of the Fund shall begin with the first day of January in each year.

§7.02. Accounting. All transactions shall be handled in accordance with the “CRITFC Fiscal Policies and Procedures.” Copies of this manual are available upon request.

§7.03. Checks and drafts. All checks, drafts and orders for payment of money drawn on banks or other depositories on funds to the credit of the Fund shall be signed in the name of the Fund or the Commission by such Board members, officers, employees, or agents of the Fund or the Commission as the Board shall authorize from time to time for that purpose.

§7.04. Contracts, conveyances, or other instruments. The Board may, in its discretion, determine the method and designate the signatory officer or officers or other person or persons, to execute any Fund instrument or document, or to sign the Fund name without limitation, except when otherwise provided by law, and such execution or signature shall be binding upon the Fund. Unless otherwise specifically determined by the Board or otherwise required by law, formal contracts of the Fund, deeds of the Fund, and other fund instruments or documents shall be executed, signed, or endorsed by the President, Vice-president, or Executive Director. The Board shall have power to designate the officers, employees, or agents who shall have authority to execute any instrument on behalf of the Fund.

§7.05. Contributions. The Board may solicit and receive contributions, gifts, bequests, or other monies to fund its work. Nothing herein shall prohibit the Fund from accepting any contribution whatsoever, from any source consistent with all applicable laws and these bylaws, for any purpose to further the goals of the Fund, the Commission, and its member tribes.

§7.06. Investments. Any monies held by the Fund may be retained in whole or in part in cash or be invested and reinvested from time to time as the Board in its sole secretion may deem appropriate.

ARTICLE VIII: Reports

§8.01. Annual Report. The Fund shall provide to the Board no later than four months after the end of each fiscal year, a report of its proceedings and activities during such year, including a full and complete statement of its receipts, expenditures, and investments, and a description of all acquisitions and dispositions of donated property. The Fund shall transmit a copy of this report to the Commission no later than five months after the end of the fiscal year.

§8.02. Contents of Annual Report. The Annual Report will contain comparable information to that required by IRS Form 990 (the Annual Information Return filed by Section 501(c)(3) organizations).

§8.03. Disclosure and Availability of Annual Report. The Annual Report shall be a permanent document made available through the Commission's Office. The general public will be able to review this report when these offices are open during normal office hours. The Annual Report will also be made available to the general public through the website of the Commission at www.critfc.org, and a copy of the Annual Report will be made available by mail to all those who request it.

ARTICLE IX: Use of Charitable Contributions

§9.01. Use of Donations. Donations of money or property to the Commission or the Fund shall be used for exclusively public purposes, including, but not limited to, charitable and educational purposes.

§9.02. Use of Donations Not Earmarked by Donors. Donations not earmarked for use by a designated program of the Commission may be designated for an appropriate use, provided such designation is for exclusively public purposes. The Commission may also transfer such donations for use by the Fund.

§9.03. Charitable Substantiation. If a donor contributes money or property valued at $250 or more to the Commission or the Fund, the donee must provide the donor with a written acknowledgment of the donation. The donee must provide the written acknowledgment to the donor by the date the donor files his or her federal tax return for the year of the contribution or the donor's due date for filing the return. The acknowledgment must describe the property or amount of money contributed, whether the donor received goods or services in whole or in part for the contribution, and an estimate of the value of goods or services, if any, provided in consideration of the donation.

§9.04. Quid Pro Quo Disclosure. If a donor contributes more than $75 to the Commission or the Fund, and the entity receiving the donation provides the donor with goods or services in consideration for part of the contribution, the donee must provide the donor with a statement indicating that the donation is deductible only to the extent that the amount of the donation exceeds the value of goods or services provided by the donee. The statement must also provide a good faith estimate of the value of the goods or services.

ARTICLE X: Standard of Care

§10.01. General. A Board Member shall perform his/her duties in good faith, in a manner such Board Member believes to be in the best interest of the Commission and the Fund and with such care, including reasonable inquiry, as an ordinarily prudent person in a like situation would use under similar circumstances.

§10.02. Loans. This Fund shall not make any loan of money or property to or guarantee the obligation of any Board Member or officer.

§10.03. Indemnification. To the fullest extent permitted by law, the Fund’s Board Members, officers, employees, and agents, including persons formerly occupying any such position, and the heirs, executors, and administrators of such a person shall be indemnified by the Commission against all expenses (including attorneys’ fees and disbursements), judgements, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any action, suit, or proceeding, including an action by or in the right of the Fund, by reason of the fact that the person is or was a Board Member, officer, employee, or agent. Such right of indemnification shall not be deemed exclusive of any other rights to which such person may be entitled apart from this section 10.03.

The Commission shall have the power to purchase and maintain insurance to the full extent permitted by law on behalf of Board Members, officers, and employees against any liability asserted against or incurred by such person in such capacity or arising out of the person’s status as such.

ARTICLE XI: Creation of Community Advisory Board

§11.01. Powers of the Community Advisory Board. The Community Advisory Board (the “CAB”) shall exist at the pleasure and convenience of the Commission. The CAB shall make recommendations to the Spirit of the Salmon Fund board and staff regarding community relations and fundraising strategies and events. The CAB shall exercise no authority in the management or oversight of the Spirit of the Salmon Fund.

§11.02. Number of Community Advisory Board Members. The CAB shall consist of up to 10 members who serve on a voluntary basis. CAB membership shall reflect the diversity of the Northwest region. Members shall have demonstrated exemplary community leadership. Members will be knowledgable about and commited to Native American issues, salmon restoration and conservation of the habitat salmon need to survive.

§11.03. Appointment and Designation of Board Members. CAB members shall be approved by the Spirit of the Salmon Fund Board.

§11.04. Duties of Community Advisory Board Members. CAB members shall attend one meeting per year with the Spirit of the Salmon Fund board. Spirit of the Salmon Fund staff may request assistance from CAB Members on an as-needed basis throughout the year. Members must sign and adhere to a confidentiality statement.

§11.05 Payment of Community Advisory Board Members. CAB members shall not receive any funds for their participation.