In 2010 it was decided that the current bylaws did not encourage membership participation and we found them to be partially incomplete in their documentation. When we polled the board members we were only able to produce a 10 year old copy written on a typewriter. There where aspects of the bylaws that we were adhering to that could not be followed up with written documentation. Some were being adhered to by utilizing the memory of some of the board members and life members. We considered this to be a totally untenable situation. We set out to create a new document to govern our club that would be fully documented and shared and would encourage and facilitate a greater depth of involvement by all the club members. Bellow is the full document and at the bottom is a link to an Attached word document that is the result of this endeavor. It was voted in as the new by-laws by a large majority of the current life members (As required by the previous bylaws). Our hope is that this document will foster a better understanding of the membership on how our club works and to encourage all members to get involved.
Changes ratified in 2012 have been applied to this document. Version 1.2
Issaquah Sportsmen’s Club
Article I – Name
The name of this Organization shall be the Issaquah Sportsmen’s Club (referred to in this document as ISC).
Article II – Objective
The objective of ISC shall be to encourage and promote sportsmen based activities including hunting, fishing, wildlife conservation and the shooting sports.
Article III – Incorporation
Section 1 – Registration
ISC shall be registered in the State of Washington, with the Secretary of State, Corporations Division, as a Not-for-Profit Corporation as defined by Section 24.03 RCW (The Code) and/or the ISC Bylaws. This registration shall be established and renewed annually by the Registered Business Agent. A verbal report, by the Registered Business Agent, affirming the registration, shall be given at the next regular meeting of the membership, following completion of the necessary filings.
Section 2 – Registered Address
The official registered address of ISC shall be the Range Office, located at 23605 SE Evans, Issaquah, Washington 98027.
Section 3 – Dissolution
ISC may elect to dissolve incorporation in the State of Washington as follows:
The Executive Committee (EC) shall adopt a resolution recommending that the ISC be dissolved and provide members written notice of this action at least one month prior to a regular meeting. This meeting shall be for the specific purpose of voting on the dissolution. Voting shall be by secret ballot. The resolution will be adopted and accepted upon receiving a ninety percent favorable vote of the membership. If this resolution is accepted, the EC will provide proper notification to all known creditors, the State of Washington, Secretary of State, Department of Revenue, and Attorney Generals Office, and proceed with the disposition of assets as directed in Article XI, Section 3.
Any changes, additions or corrections cannot be made to this Section without the same favorable vote stated above.
Section 4 – Fiscal Year
The fiscal year of ISC shall be January 1 - December 31 but may be changed by resolution of the Board of Directors.
Article IV – Bylaws
Section 1 – Bylaws
The bylaws of ISC are as adopted herein. The Bylaws contain the basic structure and provisions to regulate and manage the affairs of the ISC, based on the requirements of the membership and The Code.
Section 2 – Amendment of Bylaws
The following paragraph does not apply to Article III, Section 3 Dissolution
The organization bylaws may be amended as necessary to reflect the requirements of the membership and to conform to changing legislation. Proposed amendments of the bylaws will be reviewed by the EC, and notice of intent to change them shall by published by document communication for two consecutive months, so that members will have advanced notice of the changes and be prepared to vote on the proposed changes. A two-thirds (2/3) vote of approval by members present at a regular monthly meeting or by proxy votes following the two months notification shall constitute authority to amend the bylaws.
Article V – Membership
Section 1 – Admission
Section 1.1 Any individual may become an Annual Member of the ISC upon payment of dues subject to Sections 1.2 and 1.3.
Section 1.2 ISC shall not be held responsible for the actions of individual members.
Section 1.3 Each Member will be required to sign an application for membership which states that: “I am a citizen of good repute of the United States or a foreign national. I am not a member of any organization or group having as its purpose, or one of its purposes, the overthrow by force and violence of the government of the United States or any of its political subdivisions, that I have never been convicted of a crime of violence, and that if admitted to membership, I will fulfill the obligations of good sportsmanship and citizenship”.
Section 1.4 Any person 18 years or older not being a citizen of the United States, but legally residing in the United States may become a member of this organization on a majority vote of the membership present at any General Meeting in accordance with Article V, Section 1.1 of these bylaws.
Section 2 – Certificates of Membership
ISC shall issue cards evidencing membership to each member. This evidence of membership shall be presented to the Range Safety Officer each time the member wishes to use the range facility.
Section 3 – Classes of Membership
ISC shall have three classes of membership, designated as follows:
Annual Members: Subject to conditions of membership
Family Membership: A family membership shall include the member, their spouse (significant other) and their immediate family age 17 or under. The child’s membership may be extended if they are enrolled full time in high school or college to age 22.
Life Members: The EC, at its sole discretion, may grant Life Membership status to an Annual Member who has been an Annual Member for at least the previous five years, is a member of a national shooting sports organization and maintains membership therein, and has demonstrated a strong interest in the Club by participation in Club activities. Life Members shall have all of the privileges of Annual Members, including the right to vote. Voting shall be by secret ballot with a requirement of all EC members attendance voting in affirmative for passage. Life Members shall not be required to pay dues. ISC members granted Life status prior to the implementation of these bylaws will retain that status.
Life membership is an honor bestowed on an individual for outstanding service to the Club. It cannot be requested by a member but must be implemented and sponsored by a member of the EC or another life member and must gain concurrence of the EC. The nominee must have demonstrated a meritorious contribution to the Club or on the Club’s behalf. This effort must be a momentous effort, e.g., an outstanding commitment of time working on Club activities, e.g., work parties, accounting, teaching firearm or hunter safety courses or selfless donation to club projects or community service on the Club’s behalf. The sponsor shall present their recommendation to the EC for consideration at a regular meeting and the members shall have an opportunity to discuss the candidate and provide their opinion of the nomination. The EC shall vote on the nominee after the meeting has concluded by secret ballot and the decision shall be announced at the next regular meeting. Life Members shall not be required to pay dues.
ISC members granted Life status prior to the implementation of these bylaws will retain that status.
Section 4 – Termination of Membership
Any member in default of payment of dues shall lose the rights and privileges of membership until such dues are paid.
Section 5 – Suspension and Expulsion
5.1 Suspension and Expulsion:
Suspension provides a method of removing an undesirable member from the use of facilities temporarily or until such time as the prescribed expulsion procedures can take place and the accused has had an opportunity to appeal. Expulsion is the permanent removal of a member from the club.
Section 5.2 – Criteria
Suspension or expulsion may be invoked under the following conditions, but not limited to:
1. Any malicious behavior causing harm to the club or its members
2. Wanton destruction of ISC property
3. The Range is a wildlife sanctuary: any harm inflicted on wildlife is cause for immediate expulsion.
4. The misuse of ISC funds or assets
Section 5.3 – Immediate Suspension:
Any member of the EC, upon witnessing behavior as set out in this Article, may immediately suspend the offending member until such time as their formal hearing can be held. The acting EC member must then proceed with the formal charges, in writing, as further described in this section.
Section 5.4 – Formal Charges
Charges against any member may be referred by any member in good standing. The charges shall be in writing, clearly stating the facts relied upon and accompanied by all affidavits of exhibits, which are to be used in their support. Such charges shall be filled with the Secretary, who will notify the EC. At the next regular meeting (providing at least fifteen days have transpired), the accused and accuser shall present their case to the attending members of the EC for disposition. The EC may suspend or expel a member by a simple majority vote of the EC members. Expelled members will not be entitled to any refund of any remaining paid membership dues
Section 5.5 – Appeal:
Any member suspended or expelled by the EC may appeal to the full membership within 30 days of the discipline decision. Such appeal shall be in writing to the Secretary, who will notify the President. The President shall act upon the appeal at the next regular meeting following a 15 day written notification by the Secretary to all members in good standing. At the regular meeting of the membership, the Secretary shall read the original charges, the supporting affidavits and the action taken by the EC. A full hearing shall be given to the accuser and accused. A vote will be taken by closed ballot of the members in good standing present to affirm or remand the EC decision by a simple majority vote.
Section 6 – Dues
The annual membership dues shall be set or revised by the EC at any regular meeting. The increase cannot exceed ten percent (10%) for any calendar year.
Section 7 – Newsletter
All members in good standing are entitled to receive the ISC newsletter by email, obtain a copy at the Range or via mail at the address recorded in ISC records at the member’s request.
Article VI – Meetings
Section 1 – Regular Meetings
The regular meeting shall be held on the first Monday of the month unless it’s a legal national holiday. In that event, the regular meeting shall be held the second Monday of the month.
Section 2 – Special Meetings
Special Meetings may be called by the President with the concurrence of a majority of the EC.
Section 3 – Voting
Each member in good standing shall have one (1) vote to be cast in person unless physically unable to attend in which a proxy vote is allowed. The proxy vote shall be by email, courier or USPS mail with the vote secured in a separate internal envelope. The outer envelope must contain the senders name and address for eligibility confirmation. The proxy vote must be received no later than 5 PM of the day the vote is to take place.
Section 4 – Quorum
Presence of five members and five members of the EC shall constitute a quorum at any meeting of the membership.
Section 5 – Order of Business at All Meetings Shall Be:
- Roll call of EC
- Reading of the minutes of the last preceding meeting
- Report of the Treasurer
- Report of the Committees
- Unfinished Business
- New Business
Section 6 – Rules of Order
Roberts Rules of Order, Latest Revision, shall govern the meeting where they are not inconsistent with these bylaws.
Article VII – Board of Directors
Section 1 – Directors
The Board of Directors (BOD) shall be comprised of five (5) persons to be elected in accordance with provisions of this article. Each Director must be a member of this organization in good standing. Employee’s will not be eligible to serve as members of the BOD.
An outgoing President (one who has not been re-elected) shall automatically become one of the five Directors for the year immediately following the term of his presidency and four (4) Directors shall be elected in that case.
Section 2 – Election and Tenure
The Directors of this Organization shall be elected annually by secret ballot at the regular meeting in the month of June and shall take office at the following regular July meeting. Each shall hold office until his successor has been duly seated. The normal term of an elected Director is to be one year. No Director may serve more than two (2) terms consequently except by authorization of the EC.
It is the desire that members be involved in the organization and operation of ISC. In March and again in April, a flyer shall be sent out to all Members requesting names of individuals who are willing to serve as a Director or Officer of ISC. Copies of the flyer shall be posted at the Range so all members will be aware of the opportunity to serve as an Officer or Director.
At the April meeting, a Nomination Committee Chairperson will ask for volunteers to serve in office for the following year. The Nomination Committee will contact those volunteers and other suggested nominees individually to obtain their agreement to the nomination for the respective specific offices. Candidates may not be nominated without their consent.
At the May meeting, the Nominating Committee Chairperson will announce the slate of candidates they have organized. The slate will be published on the web site and at the Range.
At the June meeting, the elections will be conducted with one (1) office voted at a time. Nominations may be made from the floor in addition to the published slate. Election to an office removes the successful candidate’s name from contention for another office.
Section 3 – Vacancies
Vacancies in the BOD shall be filled by a majority vote of the members present at any regular meeting of the ISC and that Director shall assume his duties immediately upon his selection.
Section 4 – Removal
Any Director may be removed for any cause deemed sufficient by a secret majority vote of the members present at any regular meeting, provided that such Director shall be served with written notice of the accusation(s) against him and shall be given an opportunity to produce witnesses, if any, and be heard. Such notice must be served at least fifteen (15) days prior to the time of the meeting.
Section 5 – Quorum
Presence of a majority of members of the BOD shall constitute a quorum at any meeting of the BOD.
Section 6 – Appointment of Registered Agent
The BOD shall appoint an agent to represent the ISC and grant the agent Power of Attorney to carry out his duties. The term of the Registered Agent shall be continuous, unless the Directors vote to terminate the appointment, or the Registered Agent resigns. Such appointment or termination of the agent shall be by majority vote of the BOD, and the Power of Attorney shall be signed by all Directors. Notice shall be provided to the Secretary of State, State of Washington, as to the name and address of the registered Agent. Upon termination or resignation of the Registered Agent, the BOD shall appoint a successor.
Section 7 – Bonding of Treasurer
The Directors shall obtain a Surety Bond covering the Treasurer in performance of ISC Treasurer Duties, using such necessary information as shall be provided by the Treasurer. The Bond shall be obtained from a qualified company, authorized to do business in the State of Washington. Such Bond shall cover all loss or losses arising from any fraudulent acts or other activity of the Treasurer. Such Bond or Bonds shall be in an amount sufficient to cover the monetary assets of the ISC and shall be renewed and adjusted annually as required for the ensuing year.
Section 8 – Acceptance of Property
The BOD may receive and accept property, whether real or personal, by way of gift, bequest, or device, from any person, firm, trust, or corporation. Such property shall be held, used and administered in furtherance of the purposes set forth herein.
Section 9 – Acquisition / Sale of Property
All proposals relative to the acquisition, by purchase or sale of ISC property, whether real, personal, or mixed, shall be presented to the membership at a monthly meeting for a vote to be taken on the proposal. A majority favorable vote of the membership present at such a meeting shall be required.
Article VIII – Officers
Section 1 –Officers
The Officers of ISC shall be: a President, a Vice-President, a Secretary and a Treasurer, to be elected in accordance with the provisions of this article. Each officer must be a member of this organization in good standing. Employee’s will not be eligible to serve as members of the BOD.
Section 2 – Election and Tenure
The Officers of this Organization shall be elected annually by secret ballot at the regular meeting in the month of June and shall take office at the following regular July meeting. Each shall hold office until his successor has been duly seated. The normal term of an elected Officer is to be one year. No Officer may serve more than two (2) terms consecutively, except by authorization of the EC.
Section 3 – Removal
Any Officer elected or appointed, may be removed for any cause deemed sufficient by the members by a majority vote of the members present, provided that such Officer shall be served with written notice of the accusation(s) against him and of the time and place of the meeting at which the Officer shall be given an opportunity to produce witnesses, if any, and be heard. Such notice must be served at least fifteen (15) days prior to the time of the meeting.
Section 4 – Vacancies
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the EC for a period up to sixty (60) days. During this period, the membership shall elect a replacement to serve the unexpired portion of the vacated office.
Section 5 – President
The President shall be the principal executive officer of the organization and shall supervise and manage the business and affairs of the organization in accordance with this document and Standard Operating Procedures.
He/She shall preside at all meetings of the members and meetings of the BOD or EC. He/She shall supervise the Range Officer and provide direction in maintaining Range Safety.
He/She shall appoint such other committees as may be required. He/She shall cause the newsletter to be published and distributed.
Section 6 – Vice-President
The Vice-President shall assume the duties of the President in his/her absence.
He/She shall assist the President in the preparation and distribution of the newsletter.
Section 7 – Secretary
The Secretary shall attend all meetings of the members, Officers and Directors, and shall preserve in the books of the organization, true minutes of the proceedings of all such meetings. He/She shall give all notices required by statue, by-laws, or resolution. He/She shall keep a correct roll of members and affiliated organizations with their addresses; attend to proper publications of all reports; conduct official correspondence; attest documents; leap over tall buildings; and in general perform all duties incident to the Office of Secretary.
He/She shall assist the President in the preparation and distribution of the newsletter.
Section 8 – Treasurer
The Treasurer shall have custody of all organizational funds and securities and shall keep in books belonging to the organization, full and accurate accounts of all receipts and disbursements; deposit all money, securities and other valuable effects in the name of the organization in such depositories as may be designated for that purpose by the EC.
Checks may be signed by the President or the Secretary in the event that the Treasurer is unavailable for some prolonged physical reason. Those signatures shall be filed with the organization’s financial institution.
He/She shall disburse the funds of the organization only by check signed by him/her in such manner and with such other signatures prescribed by the EC; provided, the EC may authorize only his/her signature for the payment of routine bills. He/She shall render to the President, EC, and the members at regular meetings an account of all transactions as the Treasurer of financial condition of the organization. Such account shall include, but not be limited to:
- Source and use of funds for the previous month and year to date.
- Income statement for the previous month and year to date
- Balance sheet for year to date
- Expenditures against budget items in whole dollars and percentages.
Article IX – Other Officers/Appointments
Section 1 – Registered Agent
The Registered Agent shall provide written consent, in duplicate, to his appointment as agent to the secretary of state, State of Washington along with the documents filed upon his appointment by the BOD. Upon appointment he becomes a member of the Executive Committee.
The Registered Agent shall represent the organization in filing tax documents with the state of Washington and the United States Government with data input from the Treasurer. The Agent shall accept and process notice or demand made upon ISC and coordinate any filing required by such action.
The Registered Agent shall file annual renewal of Incorporation paperwork with the Secretary of State, State of Washington and report the completion at the next regular meeting of the membership.
The Registered Agent may resign by written notice only. Such resignation shall be given to ISC and the Secretary of State, State of Washington, in duplicate, with the date of resignation. Such registration shall be effective thirty (30) days after receipt of such notice by the Secretary of State.
Section 2 – Webmaster
The Webmaster shall be appointed by the EC and serve on a continuing basis until appointment is terminated or the person resigns.
The Webmaster shall operate and maintain the official organization website, www.issaquahsportsmensclub.com. The website shall contain organizational information, historical information, photographic albums, event activity calendars, monthly newsletter, and information links consistent with the objectives of ISC.
Funds shall be obtained from the Treasurer to accomplish this task.
Article X – Executive Committee
Section 1 – Members
The EC shall consist of the President, Vice President, Secretary, Treasurer, BOD and Registered Agent.
Section 2 – Executive Committee Duties
COMMITTEE AS A WHOLE
- The EC shall have and exercise authority in the management of the ISC between general meetings
- The EC shall obtain and keep in force an insurance policy to cover liability claims against the organization and its members at ISC events
- The EC, by simple majority vote, may authorize the President to sign contracts as necessary to conduct organization approved activities.
- The EC shall hire a Certified Public Accountant to perform an annual audit of the financial records, with the help of the Treasurer, and report the findings to the Executive Committee for any needed action. This audit shall occur in the first quarter of the year and results shared with the general membership at the April meeting.
- The EC shall appoint a person to function as the organizational Webmaster. The EC shall exercise control and diligent oversight of all web sight activities and the Webmaster’s job performance
Section 3 – Presiding Member
The President is the presiding member of the EC, followed by the Vice-President. In the event that neither is available, then the remaining members shall elect a person to preside over that meeting.
Section 4 – Quorum
Presence of five (5) members shall constitute a quorum at any meeting of the EC.
Section 5 – Conflict of Interest
Any member of the Board of Directors who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board of Directors, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board of Directors to voluntarily excuse him/herself and will vacate his/her seat and refrain from discussion and voting on said item.
Article XI – Use of Income
Section 1 – Club Income
All income including but not limited to membership dues, lease of property, and fundraisers shall be used to the betterment of ISC, in acquisition of buildings, maintenance of the facilities and accommodations to be devoted to the purposes set forth in the bylaws and articles of incorporation.
Section 2 – Benefit restriction
No part of ISC earnings shall inure to the benefit of the Directors, Officers or private persons, except that the club shall be authorized and empowered to pay reasonable compensation for services rendered and to make payment and distribution in furtherance of that stated purpose of ISC. No substantial part of the activities of the club shall be carrying on of propaganda or otherwise attempting to influence legislation and ISC shall not participate in or intervene in (including and publishing or distributing of statements) any political campaign on behalf of any candidate for public office except as such campaign or activities may be related to firearms activities or legislation which is a concern to ISC as a whole.
Section 3 – Disposition of Assets
Upon dissolution of the club, the EC, after paying or making provision for the payment of all the liabilities and discharging all legal obligations of the club, shall dispose of the balance of the assets of the club to The National Rifle Association to be used to establish a new outdoor shooting facility in the State of Washington.
Section 4 – Budget
The EC shall prepare a budget for the next year and present it for approval by the members at the December regular meeting of the membership. This budget shall contain all known recurring expenditures as well as anticipated major expenditures.
Section 5 – Petty Cash
The President, with concurrence of one other member of the EC, may expend up to $200.00 in any one month for items needed where time is of the essence, provided that such activity be reported to the membership at the next monthly meeting.
Article XII – STANDARD OPERATING PROCEDURES
The Executive Committee shall establish, maintain and publish Standard Operating Procedures covering the conduct of recurring ISC club activities.
Section 1 – Operation
The Range shall operate so as to minimize the noise impact on the surrounding community.
Section 2 – Fiduciary
ISC shall not store, display or accept articles for sale by the members or act as intermediaries in the sale of any article. This includes members of the EC and employees.
ARTICLE XIII – LIMITATION ON LIABILITY OF EXECUTIVE COMMITTEE
No Director of ISC shall be personally liable to ISC for monetary damages for his or her conduct as a Director except for (i) acts or omissions that involve intentional misconduct or a knowing violation of law by the Director or (ii) any transaction from which the Director will personally receive a benefit in money, property or services to which the Director is not legally entitled. If the Washington Nonprofit Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of ISC shall be eliminated or limited to the furthest extent permitted by the Washington Corporation Act, as so amended. Any amendment to or repeal of this Article shall not adversely affect any right or protection of a Director of ISC for or with respect to any acts or omission of such Director occurring prior to such amendment or repeal.
ARTICLE XIV – INDENMIFICATION OF EXECUTIVE COMMITTEE
Section 1 - Definitions
As used in this section:
a. “Action” means any actual or threatened claim, suit or proceeding, whether civil, criminal, administrative or investigative.
b. “Another Enterprise” means a corporation (other than ISC), partnership, joint venture, trust, association, committee, employee benefit plan or other group or entity.
c. “ISC” means Issaquah Sportsmens Club, Inc. and any predecessor to it or any constituent corporation (including any constituent) absorbed by ISC in a consolidation or merger.
d. “Director or Officer” means each person who is serving or has served as Director or Officer of ISC or at the request as a trustee, director, officer, employee, partner or agent of Another Enterprise.
- “Indemnitee” means each person who was, is, or is threatened to be made a party to or is involved (including without limitation, as a witness) in an Action because the person is or was a Director or Officer of ISC.
- “Loss” means loss, liability, expenses (including attorney’s fees), judgment, fines, ERISA excise taxes or penalties and amounts to be paid in settlement, actually and reasonably incurred or suffered by any Indemnitee in connection with an Action.
Section 2 – Right to Indemnification
ISC shall indemnify and hold each Indemnitee harmless against any and all Loss except for Losses arising out of: (a) the Indemnity’s acts or omissions finally adjudged to be intentional misconduct or a knowing violation of law or (b) any transaction which is finally adjudged that the Indemnitee personally received a benefit in money, property or services to which the Indemnitee was not legally entitled. Except as provided in Section (4) of this Article, ISC shall not indemnify an Indemnitee unless such Action (or part thereof) was authorized by the Directors of ISC. If the Washington Nonprofit Corporation Act is amended to authorize further indemnification of directors and officers, then Directors and Officers of ISC shall be indemnified to the fullest extent permitted by the Washington Nonprofit Corporation Act, as so amended.
Section 3 - Burden of Proof and Procedures for Payment
(a) The Indemnitee shall be presumed to be entitled to indemnification under this Article upon submission of a written claim (including a claim for expenses incurred in defending any Action in advance of its final disposition, where the undertaking in (b) below has been tendered to ISC and thereafter ISC shall have the burden of proof to overcome the presumption that the Indemnitee is so entitled.
(b) The right to indemnification conferred in this Article shall include the right to be paid by ISC all expenses (including attorneys’ fees) incurred in defending any Action in advance of its final disposition; providing, however, that the payment of such expenses in advance of the final disposition of an Action shall be made upon delivery to ISC of an undertaking, on the behalf of such Director or Officer, to repay all amounts so advanced if it shall ultimately be determined that such Director or Officer is not entitled to be indemnified under this Article or otherwise.
Section 4 - Right of Indemnitee to Bring Suit
If a claim under this Article is not paid in full by ISC within sixty (60) days after a written claim has been received by ISC, except in the case of a claim for expenses incurred in defending a proceeding in advance of its final disposition, in which case the applicable period shall be 20 days, the claimant may at the time thereafter bring suit against ISC to recover the unpaid amount of the claim and, to the extent successful in whole or part, the Indemnitee shall be entitled to be paid also the expenses for prosecuting such claim. Neither the failure of ISC (including its Directors or independent legal counsel) to have a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstances. or an actual determination by ISC (including its Directors or independent legal council) that the Indemnitee is not entitled to indemnification or to the reimbursement or advancement of expenses, shall be a defense to the action or create a presumption that the Indemnitee is not entitled.
Section 5 – Non-exclusivity of Rights
The right to indemnification and the payment of expenses incurred in defending an Action in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statue, provision of the articles of Incorporation, Bylaws, agreement, vote of disinterested Directors or otherwise.
Section 6 - Insurance, Contracts and Funding
ISC may maintain insurance, at its expense, to protect itself and any Director, Officer, employee or agent of ISC or Another Enterprise against any expenses, liability or loss, whether or not ISC would have the power to indemnify such person against such expense, liability or loss under the Washington Nonprofit Act. ISC may, without further corporate action, enter into contracts with any Director or Officer of ISC in furtherance of the provisions of this Article and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Article.
Section 7 - Indemnification of Employees and Agents of ISC
ISC may, by action of the Directors from time to time, provide indemnification and pay expenses in advance of the final disposition of an Action of employees and agents of ISC with the same scope and effect as the provisions of this Article with respect to the indemnification and advancement of expenses of Directors and Officers of ISC or pursuant to rights granted pursuant by, the Washington Business Corporation Act or otherwise.
Section 8 - Contract Rights
Rights of indemnification under this Article shall continue as to Indemnitee who ceased to be a Director or Officer and shall inure to the benefit of his or her heir, executors and administrators. The right to indemnification conferred in this Article shall be a contract right upon which each Director or Officer shall be presumed to have relied in determining to serve or to continue to serve as such. Any amendment to or repeal of this Article shall not adversely affect any right or protection of a Director or Officer of ISC for or with respect to any acts or omissions of such Director or Officer occurring prior to such amendment or repeal.
Section 9 - Severability
If any provision of this Article or any application thereof shall be invalid, unenforceable or contrary to applicable law, the remainder of this Article, or the application of such provision to persons or circumstances other than those to which it is held invalid, unenforceable or contrary to applicable law, shall not be affected thereby and shall continue in full force and effect.