ARTICLE I: NAME

Section 1: The name of this organization shall be the Northwest Solar Group. The geographical territory of the organization is the State of Washington.

Section 2: The Board of Directors shall adopt a corporate seal.

ARTICLE II: PURPOSES

Section 1: The corporation is a non-profit organization formed to provide an educational forum to discuss and promote use of active solar energy systems. The NWSG shall encourage all members to study and experiment with alternative energy. The NWSG shall educate people in all ages in the use and merits of solar energy systems by providing volunteers, information, and demonstrations to schools and community groups. We see the need for continuing scientific research and development for the advancement of alternative energy technology. The NWSG shall support the scientific community by publishing the realistic impact on households of its member owned and operated systems.

Section 2: The organization is not formed for pecuniary profit or financial gain, and no part of the assets, income, or profit shall be distributed to or inure to the benefit of officers thereof or to any private individual. Reasonable compensation may be paid for services rendered to the organization.

ARTICLE III: MEMBERSHIP

Section 1: The Corporation shall have three classes of membership:

Owner/Operator Members, Associate Members and Members not in good standing. All members shall be real persons.

Owner/Operator Member: a person who owns and operates a working solar system comprised of photo voltaic panels and an inverter with a rated capacity of 500 watts minimum or a solar hot water heating system with a rated capacity of 3200 BTU’s or a combination of the two types equal to the same amount of converted solar energy. Each working solar system must include an Inverter. The qualifying systems must be at the person(s) residence and may represent one vote per spouse per qualifying household if both spouses are paid jointly as joint owner/operators.

Associate Member: A person who has declared his or her support for the stated goals of the NWSG, and is not delinquent in dues. Each Associate Member shall have one vote to elect the Board of Directors and on other matters put forth by the board for a vote of the full membership.

Members not in good standing: A Member who is delinquent in dues or has acted in violation of the articles or bylaws. The Audit Committee shall present a list of names, with the committee's recommendation, to the Board monthly for a final determination before placing the member into a "Member not in good standing" category or expulsion, as the board sees fit. No one in this category shall have a right to vote on any matter and shall forfeit the ability to sit on the Board of Directors or any committee. They shall also forfeit the right to use the name of the NWSG in any way, shape or form.

ARTICLE IV: MEMBERSHIP AND DUES

Section 1: The fiscal year of the NWSG shall be the calendar year, commencing on January 1 and closing December 31.

Section 2: Members in voting categories must have reached the age of eighteen. Dues shall be $25.00 per year for an Owner/Operator, and $15.00 per year for each Associate Member. Family members of an Owner/Operator (spouse, children, parents living in the same) household will qualify for Associate membership for a discounted amount of $10.00 each.

Section 3: The membership period will run from the month in which dues are paid to the same date in the following year. Dues must be paid for a full year in advance.

Section 4: Annual dues shall be determined by the Board of Directors.

Section 5: Following the period beyond the initial round of elections, a member shall be a member in good standing by attending three consecutive meetings before they can vote.

Section 6: Categories of membership, including descriptions and voting rights, may only be changed by a supermajority of the Board of Directors.

ARTICLE V: GOVERNMENT

Section 1: The affairs of the organization shall be governed by a body of members, certified by the Audit Committee to be Owner/Operators, which shall be called the Board of Directors.

Section 2. Each board member shall be nominated by the Nominating Committee and elected by the full membership.

Section 3: The Board shall consist of at least five (5) members, approximately half of whom shall be elected by the membership for each year, with each member serving a two year term. No paid employee of NWSG shall be eligible to serve on the Board.

Section 4: The President and Vice President of the NWSG shall be chosen by the board from the membership of the board .The Treasurer and Secretary shall be chosen by the board from the Owner/Operators in good standing. The Treasurer and Secretary need not be members of the board .Officers shall serve a term of one year or until their successors are chosen.. They shall start their terms of office on January 1 following their election except that the officers will begin serving their terms immediately upon election following the initial elections for the corporation. The Vice President shall also be the President elect, becoming President automatically at the end of the Vice Presidents term of office. If the Office of the Vice President becomes vacant before the end of the scheduled term of office, or if the Vice President is unable to assume the Office of the President, then a new Vice President (and a new President, if necessary) shall be elected by the voting members of the Board.

Section 5: The Board may delegate duties and responsibilities to the Officers and the standing Committees established by and granted specific authority of the Board.

Section 6: The Board may at any time fill any vacancies in the elective offices, with the person so named to hold office, until the expiration of the normal term of office of the person replaced.

Section 7: No Board member shall serve more than three consecutive terms; no elected officer may serve more than two consecutive terms.

Section 8: The Board shall have control over the affairs of the Organization, subject to the limitations prescribed in the Articles of Incorporation and these By Laws. In accordance with Washington Law pertaining to volunteers assisting a non profit organization, no Director, Officer or agent of the Organization may be held liable for any actions taken in good faith and in a manner that he/she is reasonably believed to be in the best interest of the Organization.

Section 9: The Board shall meet at the call of the President at least nine times per year, and at such other times as the President may designate, or when the President is requested by at least three Directors to call such a meeting. A majority of the Board shall constitute a quorum. Reasonable notice of the time and place of such a meeting shall be given to members of the Board.

Section 10: Roberts Rules of Order shall be the parliamentary authority for procedure in all meetings and in all matters not covered by these By Laws.

ARTICLE VI: OFFICERS

Section 1: The Officers of this Organization shall be President, Vice President, Secretary, and Treasurer. Each Officer's duties shall be as follows:

1.1 President: The President shall normally act as Chairperson of the Board. The President shall preside at all general meetings of this organization, represent the Organization, in dealing with outside agencies, be ex officio member of all committees, communicate to the Organization such matters and such suggestions as may tend to promote the welfare of the Organization, and transact business on behalf of the Organization or the Board, acting at the direction of the Board.

1.2 Vice-President: Shall perform such functions as may be delegated by the President and to act in the place of the President in the event of his or her inability to act.

1.3 Secretary: Shall perform such administrative duties as the Board may delegate. Subject to the Board, the Secretary shall manage and administer the procedures, and other routine business of the Organization Headquarters. He or she shall maintain a membership roster, issue notices of meetings, keep minutes of meetings, and report and perform other duties as required by the Board.

1.4 Treasurer: Shall manage and administer the finances of the Organization. He or she shall receive and record all payments of dues, assessments, contributions, and other income. He or she shall account for all items received and disbursements as may be made of the funds assigned. He or she shall have custody of the Organization funds and shall keep, and provide to the board at each board meeting, a full and accurate account of receipts and disbursements. He or she shall provide a full and complete financial report at the annual meeting and at such other times as the Board may determine. All checks are to be countersigned by the President.

ARTICLE VII: NOMINATIONS AND ELECTIONS

Section 1: Elections shall be held annually during the final quarter of the year at a time to be fixed by the Board of Directors.

Section 2: Nominating Committee shall submit the list of nominations at the annual meeting.

Section 3: Elected Officers shall assume their responsibilities on January 1.

Section 4: Each Member of the Organization shall be entitled to one vote per each position. Proxy votes must be specific and in writing.

Section 5: In the case of a tie vote for an office to be filled by the voting members, the Board shall resolve the tie. Section 6: In the election of the Board members, the individuals receiving the largest number of votes shall be deemed elected. Only a single vote shall be cast by a member for an individual

ARTICLE VIII: COMMITTEES

Section 1: From its own membership, the Board shall elect members to the standing Committees as described in Article Seven of the Articles of Incorporation.

Section 2: The Board may appoint any other ad hoc committees it wishes. The responsibilities and composition of such committees shall be in compliance with Article 5. b. of the Articles of Incorporation, but will otherwise be determined at the time of appointment and may be subject to change at the discretion of the Board.

ARTICLE IX: MEMBERSHIP MEETINGS:

Section 1: There shall be an annual business and election meeting of the members of the organization during the final quarter of the year at a time to be designated by the Board. At this meeting, the Officers of the Organization shall report to the membership the state of affairs of the Organization. This report shall be mailed to any member of the Organization upon request. Notice of this meeting shall be mailed to the members of the Organization not later than thirty days preceding the meeting date.

Section 2: Other business meetings of the Organization may be called by the Board upon written notice (email is acceptable) to all members mailed not later than ten (10) days preceding the meeting date,

Section 3: Special meetings must be called on petition of fifty-one percent of the voting members of the Organization. The matter or matters to be voted on at special meetings shall be stated in the petition and in the notice to the membership, and only such matters may be voted on at such meetings.

ARTICLE X: AMENDMENTS

Section 1: Amendments to these By Laws may be made, upon thirty (30) days notice of proposed amendments, by majority vote of the membership voting except:

Section 2: Amendments to these By Laws with the exception of Articles of Incorporation, Articles Four, Five and Seven and Bylaws Articles III, V, VII, VIII, and X herein, may also be made by a positive vote of two thirds (2/3) of the Board. By Law Revision 9 December 2004 – Article 3 Section 1 By Law Revision 24 February 2005 - Article 3 Section 1 Article 5 Section 4 NWSG/Nov/2005