Bylaws

of Omnibus Enterprises

(A Washington Nonprofit Public Benefit Corporation)

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ARTICLE I: NAME AND OFFICES

Section 1.1 Name:

The name of the corporation is Omnibus Enterprises (hereinafter referred to as the "Corporation").

Section 1.2 Principal Office:

The principal office of the Corporation in the State of Washington shall be located at the address specified in the Articles of Incorporation or at such other location within the State of Washington as the Board of Directors ("Board") may designate.

Section 1.3 Registered Office:

The registered office of the Corporation required by the Washington Nonprofit Corporation Act to be maintained in the State of Washington may be, but need not be, identical with the principal office. The address of the registered office may be changed from time to time by the Board or the officers consistent with state law.

Section 1.4 Other Offices:

The Corporation may have offices at such other places, either within or without the State of Washington, as the Board may from time to time determine or as the affairs of the Corporation may require.

ARTICLE II: PURPOSE AND STATUS

Section 2.1 Purpose:

The Corporation is organized and shall be operated exclusively for charitable, scientific, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). Its specific purposes are detailed in Article IV of the Articles of Incorporation.

Section 2.2 Nonprofit Status:

The Corporation is organized as a Washington Nonprofit Public Benefit Corporation under the Washington Nonprofit Corporation Act (RCW Chapter 24.03A). It shall not have or issue shares of stock and no dividends shall be paid. No part of the income or assets of the Corporation shall be distributed to its directors or officers, except as reasonable compensation for services rendered or reimbursement for expenses incurred in furtherance of its purposes.

ARTICLE III: PRINCIPLE OF RATIONAL JUSTIFICATION

Section 3.1 Foundational Commitment:

Omnibus Enterprises is committed to operating based on principles of reasoned analysis, demonstrable effectiveness, alignment with natural cycles where feasible and appropriate, and continuous improvement. All governing documents, operational procedures, and significant decisions, including these Bylaws and any amendments thereto, shall be founded upon clearly articulated, functional justifications that prioritize mission effectiveness, ethical considerations, and harmony with natural systems where applicable, over mere convention or precedent. Deviation from alignment with natural cycles requires explicit justification based on overriding practical necessity, efficiency, or external requirements.

Section 3.2 Documentation of Rationale:

The rationale underlying key provisions of governing documents, major policies, and significant Board decisions, including justifications for deviating from natural cycles when applicable, shall be documented, either concisely within the documents themselves where appropriate, or more extensively in supporting records such as Board minutes, policy development records, or operational manuals. This documentation serves as a basis for future review and evolution.

Section 3.3 Application to Amendments:

As further specified in Article XIII (Amendments), any proposal to amend these Bylaws must be accompanied by a written statement detailing the rational justification for the change, addressing the functional need, the expected impact, and why the proposed change represents an improvement consistent with the principles outlined in this Article.

ARTICLE IV: MEMBERSHIP

Section 4.1 No Members:

The Corporation shall have no members as defined under the Washington Nonprofit Corporation Act. The management of the affairs of the Corporation shall be vested in the Board of Directors.

ARTICLE V: BOARD OF DIRECTORS

Section 5.1 General Powers:

The affairs of the Corporation shall be managed by its Board of Directors. The Board shall have all the powers and duties necessary or appropriate for the overall direction of the Corporation, including but not limited to establishing policies, managing finances, appointing officers, and ensuring the mission is fulfilled.

Section 5.2 Number, Tenure, and Qualifications:

The number of directors shall be one (1) initially, and may be increased or decreased by amendment to these Bylaws, but shall never be less than one. Each director shall hold office until their successor shall have been elected and qualified, or until their earlier death, resignation, or removal. Directors need not be residents of Washington State.

Section 5.3 Election of Directors:

The initial director is named in the Articles of Incorporation. Subsequent directors shall be elected by the vote of the then-serving director(s) at the annual meeting of the Board.

Section 5.4 Regular and Annual Meetings:

A regular annual meeting of the Board shall be held at a time and place designated by the Board for the purpose of electing directors and officers and transacting other business as may come before the meeting. The Board may provide by resolution the time and place, either within or without the State of Washington, for the holding of additional regular meetings without other notice than such resolution. Quarterly meetings are expected.

Section 5.5 Special Meetings:

Special meetings of the Board may be called by or at the request of the President or any director. The person or persons authorized to call special meetings may fix any place, either within or without the State of Washington, as the place for holding any special meeting.

Section 5.6 Quarterly Organizational Health Assessment:

To ensure continuous alignment with the Corporation's mission and principles, and to facilitate proactive adaptation, the Board shall conduct a formal assessment of the Corporation's overall health at each of its regular quarterly meetings. This assessment shall include, but not be limited to:

• (a) Reviewing progress towards strategic goals based on defined metrics (as per Section 5.7).
• (b) Evaluating operational effectiveness and efficiency.
• (c) Assessing financial stability and resource management.
• (d) Identifying key indicators of successful system functioning ("health indicators") and indicators of potential dysfunction, risk, or deviation from principles ("disease indicators").
• (e) Discussing the implications of these assessments and determining necessary responsive actions or adjustments.

The findings and key discussion points of this quarterly assessment shall be documented in the meeting minutes, serving as a crucial feedback mechanism for organizational self-awareness and governance.

Section 5.7 Performance Metrics and Evaluation Framework:

The Board of Directors is responsible for ensuring that the Corporation defines, monitors, and evaluates its performance against clearly articulated success metrics aligned with its mission, strategic objectives, and foundational principles. To this end, the Board shall:

• (a) Approve and periodically review (at least annually) a comprehensive framework or set of key performance indicators (KPIs) designed to measure progress towards achieving charitable, scientific, and educational goals, operational efficiency, financial health, and adherence to the Principle of Rational Justification and other core values.
• (b) Ensure that data pertaining to these metrics is systematically collected, analyzed, and reported to the Board on a regular basis (at minimum quarterly, feeding into the Health Assessment under Section 5.6).
• (c) Utilize this performance data to inform strategic decision-making, resource allocation, program evaluation, and continuous improvement efforts.
• (d) The specific metrics within the framework may evolve, subject to Board approval based on documented rational justification, ensuring their continued relevance and utility. The framework itself and the process for defining and using metrics are core governance responsibilities.

Section 5.8 Notice:

Notice of any special meeting of the Board shall be given at least two (2) days previously thereto by written notice delivered personally or sent by mail, email, or other reliable electronic means to each director at their 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 by email or other electronic means, it shall be deemed delivered when transmitted. 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 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, 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, the Articles of Incorporation, or these Bylaws (e.g., amendment proposals under Article XIII).

Section 5.9 Quorum:

A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a quorum is present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 5.10 Manner of Acting:

The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws (e.g., amendments under Article XIII).

Section 5.11 Vacancies:

Any vacancy occurring in the Board may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum. A director elected to fill a vacancy shall serve for the unexpired term of their predecessor.

Section 5.12 Compensation:

Directors shall not receive any stated salaries for their services as directors, but by resolution of the Board, reasonable compensation may be paid for services rendered to the Corporation in other capacities, and reimbursement may be made for expenses incurred in attending meetings or otherwise carrying out duties on behalf of the Corporation. Any such payments shall be subject to the Conflict of Interest policy (Article XII) and reviewed for reasonableness.

Section 5.13 Removal:

Any director may be removed, with or without cause, by the affirmative vote of a majority of the Directors then in office.

Section 5.14 Action Without Meeting (Written Consent):

Any action required or permitted to be taken by the Board at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors then entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote.

Section 5.15 Meetings by Electronic Means:

Members of the Board or any committee designated by the Board may participate in a meeting by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

ARTICLE VI: OFFICERS

Section 6.1 Officers:

The officers of the Corporation shall be a President, a Secretary, and a Treasurer, and such other officers as may be elected or appointed by the Board. Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 6.2 Election and Term of Office:

The officers of the Corporation shall be elected annually by the Board at the regular annual meeting. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until their successor shall have been duly elected and shall have qualified or until their death, resignation, or removal.

Section 6.3 Removal:

Any officer elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Section 6.4 Vacancies:

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term.

Section 6.5 President:

The President shall be the principal executive officer of the Corporation and shall, in general, supervise and control all of the business and affairs of the Corporation, subject to the direction and control of the Board. The President shall preside at all meetings of the Board. The President may sign, with the Secretary or any other proper officer authorized by the Board, any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws or by statute to some other officer or agent of the Corporation; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board.

Section 6.6 Secretary:

The Secretary shall keep the minutes of the meetings of the Board in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation, if any; keep a register of the post office address of each Director which shall be furnished to the Secretary by such Director; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board.

Section 6.7 Treasurer:

The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of Article VIII of these Bylaws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board. If required by the Board, the Treasurer shall give a bond for the faithful discharge of their duties in such sum and with such surety or sureties as the Board shall determine.

ARTICLE VII: COMMITTEES

Section 7.1 Committees of Directors:

The Board, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board in the management of the Corporation; provided, however, that no such committee shall have the authority of the Board in reference to amending, altering or repealing 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 consolidation; 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 which by its terms provides that it shall not be amended, altered or repealed by such committee.

Section 7.2 Other Committees:

Other committees not having and exercising the authority of the Board in the management of the Corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Members of such committees need not be directors.

Section 7.3 Term of Office:

Each member of a committee shall continue as such until the next annual meeting of the Board or until their 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 7.4 Chair:

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

Section 7.5 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 7.6 Quorum and Rules:

Unless otherwise provided in the resolution creating 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. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board.

ARTICLE VIII: CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

Section 8.1 Contracts:

The Board may authorize any officer or officers, agent or agents of the Corporation, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation.

Section 8.2 Checks, Drafts, Etc.:

All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board.

Section 8.3 Deposits:

All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select.

Section 8.4 Gifts and Gift Acceptance Policy:

The Board may accept on behalf of the Corporation any contribution, gift, bequest, or devise consistent with its tax-exempt purposes. The evaluation and acceptance of gifts shall be subject to a comprehensive Gift Acceptance Policy, which the Board shall adopt and periodically review. This policy shall provide guidelines to ensure that all gifts further the Corporation's mission and are handled in compliance with legal requirements, ethical standards, and sound financial practices.

ARTICLE IX: BOOKS AND RECORDS

Section 9.1 Records:

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board and committees having any of the authority of the Board. A record of the names and addresses of the Directors shall be kept at the registered or principal office. All books and records of the Corporation may be inspected by any Director, or their agent or attorney, for any proper purpose at any reasonable time.

Section 9.2 Format and Redundancy:

The books, records, minutes, and registers required by Section 9.1 shall be maintained in a manner ensuring their integrity, accuracy, and accessibility. Records may be maintained in electronic format, provided they can be readily converted into paper form upon reasonable request or as required by law. To safeguard against data loss and ensure long-term availability, essential corporate records, including at minimum all Board minutes, governing documents (Articles, Bylaws, adopted policies), and complete financial records, shall be maintained concurrently using at least two distinct methods or storage mediums. These may include, but are not limited to, a primary secure electronic system with verified backups and a secondary system such as physical hard copies stored securely or a separate, independently managed electronic archive. The specific methods employed shall be reviewed periodically by the Board for adequacy.

ARTICLE X: FISCAL YEAR

Preamble:

Consistent with the Principle of Rational Justification (Article III), the Corporation recognizes the intrinsic value of aligning organizational rhythms with natural astronomical cycles, specifically favoring the Winter Solstice (~December 21st) as a logical demarcation point for an annual cycle. However, practical considerations related to external financial reporting, regulatory compliance (e.g., IRS Form 990 deadlines), and standard accounting practices strongly favor fiscal years ending on conventional month-end dates. Deviating to a non-standard mid-month date like December 21st would introduce administrative complexities and potential inefficiencies that could detract from the Corporation's primary mission focus. Therefore, after weighing the philosophical preference against operational necessity, the most rationally justified approach is to adopt the calendar year ending December 31st, the closest standard month-end following the preferred solstice marker.

Section 10.1 Fiscal Year:

The fiscal year of the Corporation shall be the calendar year, commencing on January 1 and ending on December 31. This decision reflects a deliberate balance between philosophical alignment and administrative pragmatism. Any future proposal to change the fiscal year must provide compelling justification demonstrating how the change better serves the Corporation's mission effectiveness and operational efficiency, consistent with the Principle of Rational Justification.

ARTICLE XI: INDEMNIFICATION

Section 11.1 Indemnification:

The Corporation shall indemnify each of its directors, officers, employees, and agents to the fullest extent permitted by the Washington Nonprofit Corporation Act (RCW Chapter 24.03A), as now existing or hereafter amended. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article or applicable law.

Section 11.2 Advancement of Expenses:

Expenses incurred by a director, officer, employee, or agent 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 upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article or by law.

Section 11.3 Scope:

The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of disinterested directors, or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office.

ARTICLE XII: CONFLICT OF INTEREST

Section 12.1 Principle and Standard:

• (a) Overriding Principle: All decisions made by or on behalf of Omnibus Enterprises must be based solely on promoting the best interests of the Corporation and its tax-exempt mission, free from undue personal or external influence.
• (b) Highest Standard: The Corporation is committed to upholding the highest ethical standards regarding conflicts of interest, requiring proactive disclosure, rigorous review, and transparent management of any situation that presents an actual, potential, or even the appearance of a conflict. The procedures herein are designed to exceed minimum legal requirements and serve as a model of integrity.

Section 12.2 Definitions:

• (a) Responsible Person: Any director, officer, member of a committee with Board-delegated authority, or any key employee or agent designated by the Board as holding significant influence or decision-making authority.
• (b) Conflicting Interest: A Responsible Person has a Conflicting Interest if they, or any Related Party, has:
  • (i) An existing or potential financial interest (direct or indirect), including ownership, investment, compensation arrangement (employment, consultancy, substantial gifts), or rights related to intellectual property, in any entity or individual involved in a transaction, arrangement, or significant decision before the Corporation.
  • (ii) A significant non-financial interest or relationship that could reasonably be perceived to compromise their objectivity. This includes close family relationships, intimate personal relationships, significant business partnerships outside the Corporation, fiduciary roles in other organizations dealing with the Corporation, or substantial affiliations that create divided loyalties regarding a matter before the Corporation.
• (c) Related Party: Includes the Responsible Person's spouse, domestic partner, parents, children, siblings (whole or half-blood), grandchildren, great-grandchildren, and the spouses/domestic partners of any of these individuals; it also includes any entity where the Responsible Person or a Related Party holds a substantial ownership interest (e.g., >5%), serves as a director, officer, partner, trustee, or holds a position of significant influence.
• (d) Materiality: While the Board may establish policies defining de minimis interests that do not trigger these procedures, the presumption shall be toward disclosure and review if any doubt exists regarding the potential for influence.

Section 12.3 Duty to Disclose:

Any Responsible Person who becomes aware of an actual or potential Conflicting Interest related to a matter under consideration must promptly and fully disclose the existence and nature of the interest to the Board or relevant committee chair before substantive discussion of the matter begins. This duty is ongoing; if a potential conflict arises during deliberations, disclosure must be made immediately.

Section 12.4 Procedures for Addressing Conflict:

• (a) Disclosure Review: Upon disclosure, the Responsible Person may briefly answer clarifying questions but must then leave the meeting room (physical or virtual) entirely during the subsequent deliberation and voting related to the transaction or arrangement involving the potential conflict.
• (b) Investigation of Alternatives: The remaining disinterested members of the Board or committee shall rigorously investigate whether the Corporation could reasonably obtain a more advantageous transaction or arrangement from a source that would not give rise to a Conflicting Interest. The process and findings of this investigation must be documented.
• (c) Determination by Disinterested Persons: If a more advantageous conflict-free alternative is not reasonably available, the disinterested members must determine, by a majority vote of those present and qualified to vote, whether the proposed transaction or arrangement is: (i) fair and reasonable to the Corporation; (ii) in the Corporation's best interest, considering its mission and resources; and (iii) achieved through a process free from undue influence despite the disclosed interest.
• (d) Enhanced Documentation: The minutes of the meeting must meticulously record:
  • (i) The name(s) of the person(s) who disclosed the Conflicting Interest and recused themselves.
  • (ii) The detailed nature of the disclosed interest.
  • (iii) Confirmation of the recusal during deliberation and vote.
  • (iv) The documented steps taken to investigate alternatives and the conclusion reached.
  • (v) The specific, substantive justification explaining why the disinterested members concluded the transaction was fair, reasonable, and in the Corporation's best interest, clearly addressing how the conflict was managed to prevent improper influence.
  • (vi) The outcome of the vote, including the names of those voting for and against (if not unanimous).

Section 12.5 Violations:

If the Board or committee has reasonable cause to believe a responsible person has failed to disclose actual or possible conflicts of interest, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure to disclose. If, after hearing the person's response and making further investigation as warranted, the Board or committee determines the person has failed to disclose an actual or possible conflict, it shall take appropriate disciplinary and corrective action.

Section 12.6 Annual Statements:

Each responsible person shall annually sign a statement which affirms such person:

• (a) Has received a copy of this conflict of interest policy;
• (b) Has read and understands the policy;
• (c) Has agreed to comply with the policy; and
• (d) Understands the Corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Section 12.7 Periodic Reviews:

To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining.

Section 12.8 Prohibition on Loans:

Consistent with Washington law (RCW 24.03A.730), the Corporation shall not lend money or credit to its directors or officers.

ARTICLE XIII: AMENDMENTS TO BYLAWS

Section 13.1 Commitment to Continuous Improvement and Annual Review:

In accordance with the Principle of Rational Justification (Article III) and the commitment to continuous improvement, these Bylaws shall not be static but shall be subject to regular, critical evaluation. The Board of Directors shall dedicate substantial time during at least one regular meeting annually (typically the designated Annual Meeting) to formally review these Bylaws in their entirety. This review shall actively assess:

• (a) Their continued effectiveness in guiding the Corporation;
• (b) Their alignment with the Corporation's evolving mission, operational context, and foundational principles;
• (c) Their consistency with the Principle of Rational Justification, including explicit consideration of alignment with natural cycles where applicable and the justifications for any deviations; and
• (d) Compliance with current law and best practices in governance.

The purpose of this review is to proactively identify areas where amendments may be necessary or beneficial for enhancing mission effectiveness or operational integrity. The Board shall engage in substantive discussion and debate regarding potential improvements. The minutes of this meeting shall document the undertaking of this review and summarize the key points of discussion, including any decisions to initiate the amendment process defined below or to explicitly reaffirm the adequacy of the existing Bylaws.

Section 13.2 Prerequisite: Justification Review and Acceptance:

• (a) Consistent with the Principle of Rational Justification (Article III), no proposal to alter, amend, repeal, or adopt new Bylaws shall be voted upon unless it has been submitted in writing to the Board sufficiently in advance of the meeting, accompanied by the detailed statement of rationale required by Section 13.3.
• (b) Prior to any vote on the proposed amendment itself, the Board shall deliberate on the adequacy and completeness of the submitted justification.
• (c) The Board must first determine, by affirmative vote of a majority of Directors then in office, that the submitted justification substantively meets the requirements of Section 13.3 and convincingly demonstrates alignment with the principles outlined in Article III. This determination, including the basis for finding the justification adequate, shall be recorded in the minutes. Only upon such affirmative determination may the Board proceed to consider the amendment itself.

Section 13.3 Content of Justification:

The written proposal must be accompanied by a detailed statement of rationale, including:

• (a) A clear explanation of the proposed change.
• (b) The specific need or problem the change is intended to address.
• (c) A justification convincingly explaining how the proposed change better serves the Corporation's mission, improves operational effectiveness, enhances alignment with natural cycles (if applicable), or addresses a legal/regulatory requirement, consistent with the foundational principles of the Corporation. This justification should explicitly address why the proposed state is superior to the current state.
• (d) An analysis of the anticipated consequences of the change, both intended and potentially unintended.
• (e) Confirmation that the proposed change complies with the Articles of Incorporation and applicable law.

Section 13.4 Power to Amend and Voting Threshold:

Following a positive determination on the justification's adequacy as per Section 13.2(c), these Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted, by the affirmative vote of at least two-thirds (2/3) of the Directors then in office at any regular meeting, or at any special meeting if notice of such specific proposed alteration, amendment, repeal, or adoption was contained in the notice of such special meeting.

Section 13.5 Record of Amendments:

All amendments to these Bylaws, once adopted, shall be recorded in the official minute book of the Corporation, along with the date of adoption, the documented rationale required by Section 13.3, and the record of the Board's determination regarding the justification's adequacy per Section 13.2(c). A complete, updated copy of the Bylaws as amended shall be maintained.

ARTICLE XIV: WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the Washington Nonprofit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of this 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. Attendance at a meeting shall constitute 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.

ARTICLE XV: SEVERABILITY

If any provision of these Bylaws or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of the Bylaws which can be given effect without the invalid provision or application, and to this end the provisions of these Bylaws are declared to be severable.

ARTICLE XVI: GOVERNING LAW

These Bylaws shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws principles.

ADOPTION OF BYLAWS

I, the undersigned, being the sole initial Director of Omnibus Enterprises, a Washington Nonprofit Public Benefit Corporation, named in the Articles of Incorporation, do hereby assent to the foregoing Bylaws and adopt them as the Bylaws of said Corporation.

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