ARTICLE 1. NAME, ADDRESS AND PURPOSE
The name of this organization shall be the Richmond Beach Community Association (Association). The Association was originally incorporated as the Richmond Beach Community Council and maintains its historic incorporation name. The Association is a DBA of Richmond Beach Community Council.
The principal address of the Association shall be P.O. Box 60186, Shoreline, Washington 98160-0186, or such other place as the Board of Directors (Board) may designate.
It shall be the purpose of the Association to promote the welfare of the community of Richmond Beach, Washington, and to encourage civic betterment among residents.
ARTICLE 2. MEMBERSHIP
2.1 Classes of Members
The Association shall have two classes of members: individual members and associate members. Additional classes of members, the manner of election or appointment of each class of members and the qualifications and rights of each class of members may be established by amendment to these Bylaws.
2.2 Qualifications for Membership
Membership is available to any person of legal voting age who subscribes to the purposes, values and interests of the Association. Individual membership is available to any person who resides within the geographic area of Richmond Beach, which shall be considered to be bounded on the north by the Snohomish-King County line, on the south by 190th Street NW and the community of Innis Arden, on the east by 8th Avenue NW and on the west by Puget Sound.
Individual membership dues will be set by the Board. Annual membership shall become effective on the date dues are paid. Nonpayment of dues shall result in loss of membership.
An individual member is entitled to engage in all activities sponsored by the Association. Associate membership is a non-voting membership available to any other interested person or business. Members may have such other qualifications as the Board may prescribe by amendment to these Bylaws.
No person shall be denied any right of membership on the basis of race, gender, sexual orientation, religion, color, national origin, handicap or political affiliation.
Use of the Association to promote special interests of any individual or group is prohibited.
Upon due notice as provided for by these Bylaws for special meetings, a hearing shall be held by the Board of Directors, and on majority vote of the Board of Directors, any member violating the purposes or rules of the Association shall be suspended for a period determined by the Board. The Board may in its discretion terminate a membership.
2.3 Voting Rights
Only those individual members whose dues have been current for thirty (30) days or more are entitled to vote. Unless otherwise provided, a majority vote of the individual members present and voting shall rule. Individual members entitled to vote may vote on matters submitted to the membership and shall be entitled to one vote upon each such issue. Each individual member otherwise entitled to vote at an election of Directors may cast one vote for as many persons as there are Directors to be elected.
2.4 Regular Meetings
The regular meetings of the Association shall be open to the public and shall be held monthly, September through May, or as set by the Board.
2.5 Annual Business Meeting
The annual business meeting of the Association shall be held annually, concurrent with the May regular meeting.
2.6 Special Meetings
Special business meetings may be called by the President or by petition of ten (10) individual members.
2.7 Place of Meetings
All meetings of members shall be held at such place designated by the Board.
2.8 Notice of Meetings
The Board shall cause to be delivered to each member entitled to vote a notice of the annual business meeting and any special meeting. Notice may be made personally, by mail, by publication in the Association newspaper which shall be notice to all members, or by electronic transmission, not less than ten (10) nor more than fifty (50) days before the meeting. The notice shall state the date, time and place of the meeting and, in the case of a special meeting, the purpose for which the meeting is called.
If such notice is mailed or published in the newspaper it shall be deemed delivered when deposited in the official government mail. Notices by electronic transmission must be delivered in accordance with Section 2.11 of these Bylaws.
Nineteen (19) of the members of the Association entitled to vote shall constitute a quorum at a meeting of the members. If less than a quorum of the members entitled to vote is represented at a meeting, a majority of the members so represented may adjourn the meeting from time to time without further notice.
2.10 Manner of Acting
The vote of a majority of the votes entitled to be cast by the members represented in person at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by applicable Washington law, the Articles of Incorporation or these Bylaws.
No proxies shall be permitted.
2.12 Electronic Transmission
The Association may deliver to a member notices, demands, consents or waivers by electronic transmission, if such member has consented to receive such communications. The consent must designate the message format accessible to the member and the address, location or system to which the notices or other document may be electronically transmitted. Notice provided in an electronic transmission is effective when it: (a) is electronically transmitted to an address, location, or system designated by the recipient for that purpose and is made pursuant to the consent provided by the recipient; or (b) has been posted on an electronic network and a separate record of the posting has been delivered to the recipient together with comprehensible instructions regarding how to obtain access to the posting.
ARTICLE 3. BOARD OF DIRECTORS
3.1 General Powers
The executive, financial and general administrative functions of the Association shall be managed by a Board of Directors (Board).
The Board shall consist of not less than seven (7) or more than nine (9) Directors. The number of Directors may be changed from time to time by amendment to these Bylaws, provided that no decrease in the number shall have the effect of shortening the term of any incumbent Director.
Directors shall be members of the Association. Directors may have such other qualifications as the Board may prescribe by amendment to these Bylaws.
3.4 Election of Directors
Directors shall be elected each year at the annual business meeting of members.
3.5 Term of Office
Unless a Director dies, resigns or is removed, he or she shall serve a two-year term. Directors shall serve no more than three consecutive two-year terms (six years).
The Board shall specify the date, time and place for the holding of meetings.
3.7 Special Meetings
Special meetings of the Board or any committee designated and appointed by the Board may be called by or at the written request of the President or any two Directors, or, in the case of a committee meeting, by the chairman of the committee. The person or persons authorized to call special meetings may fix the time and place for holding such special meeting.
3.8 Meetings by Telephone
Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of a conference telephone call or similar communication means so long as all persons participating in the meeting can hear each other at the same time.
3.9 Notice of Special Meetings
Notice of special Board or committee meetings shall be given to a Director in writing or by personal communication with the Director not less than ten (10) days before the meeting. Notices in writing may be delivered or mailed to the Director at his or her address shown on the records of the Association or electronic transmission. Neither the business to be transacted at nor the purpose of any special meeting need be specified in the notice of such meeting. If notice is delivered by mail, the notice shall be deemed effective when deposited in the official government mail properly addressed with postage thereon prepaid. Notices by electronic transmission must be delivered in accordance with Section 3.19 of these Bylaws.
3.10 Waiver of Notice
3.10.1 In Writing
Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Articles of Incorporation or applicable Washington law, 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.
3.10.2 By Attendance
The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting.
Five (5) of the number of Directors in office shall constitute a quorum for the transaction of business at any Board meeting. If a quorum is not present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
3.12 Manner of Acting
The act of the majority of the Directors present at a meeting at which there is a quorum shall be the act of the Board, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or applicable Washington law.
3.13 Presumption of Assent
A Director of the Association present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention is entered in the minutes of the meeting or a written dissent or abstention is filed with the secretary of the meeting before the adjournment. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.
3.14 Action by Board without a Meeting
Any action which could be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action so taken is signed by each of the Directors. Such written consents may be signed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same document. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board meeting.
Any Director may resign at any time by delivering written notice to the President or the Secretary or by giving oral or written notice at any meeting of the Directors. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery.
Failure of a member of the Board to attend any three consecutive Board meetings shall be considered as resignation from office effective at the close of the third meeting, except in the case of illness or leave of absence granted by the Board.
A vacancy in the position of Director may be filled by the affirmative vote of a majority of the remaining Directors even though there may be less than a quorum of the Board. A Director who fills a vacancy shall serve for the unexpired term of his or her predecessor in office.
3.17 Board Committees
3.17.1 Standing or Temporary Committees
The Board, by resolution adopted by a majority of the Directors in office, may designate and appoint temporary committees, which shall consist of two or more Directors. Such committees shall have and exercise such authority as it is given by the Board provided no committee shall have the authority to: (a) amend, alter or repeal these Bylaws; (b) elect, appoint or remove any member of any other committee or any Director or Officer of the Association; (c) amend the Articles of Incorporation; (d) adopt a plan of merger or consolidation with another corporation; (e) authorize the sale, lease or exchange of all or substantially all of the property and assets of the Association not in the ordinary course of business; (f) authorize the voluntary dissolution of the Association or revoke proceedings therefor; (g) adopt a plan for the distribution of the assets of the Association; or (h) amend, alter or repeal any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by a committee.
3.17.2 Quorum; Manner of Acting
A majority of the number of Directors composing any committee shall constitute a quorum, and the act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of the committee.
Any member of any committee may resign at any time by delivering written notice thereof to the President, the Secretary or the chairperson of such committee, or by giving oral or written notice at any meeting of such committee. Any such resignation shall take effect at the time specified therein or immediately if the time is not specified.
3.17.4 Removal of Committee Member
The Board, by resolution adopted by a majority of the Directors in office, may remove from office any member of any committee elected or appointed by it.
The Directors shall receive no compensation for their service as Directors but may receive reimbursement for expenditures incurred on behalf of the Association.
3.19 Electronic Transmission
The Association may deliver to a Director notices, demands, consents or waivers by electronic transmission, if such Director has consented to receive such electronically transmitted communications. The consent must designate the message format accessible to the Director and the address, location or system to which the notices or other document may be electronically transmitted. Notice provided in an electronic transmission is effective when it: (a) is electronically transmitted to an address, location, or system designated by the recipient for that purpose and is made pursuant to the consent provided by the recipient; or (b) has been posted on an electronic network and a separate record of the posting has been delivered to the recipient together with comprehensible instructions regarding how to obtain access to the posting.
ARTICLE 4. OFFICERS
4.1 Number and Qualifications
The officers of the Association shall be a President, a Vice President, a Secretary and a Treasurer, each of whom shall be elected by the Board. Other officers and assistant officers may be elected or appointed by the Board, such officers and assistant officers to hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any officer may be assigned by the Board any additional title that the Board deems appropriate. These officers shall also be the Trustees of the Richmond Beach Community Council as provided for in its Articles of Incorporation.
4.2 Election and Term of Office
The officers of the Association shall be elected each year by the Board at their annual business meeting following the Association's general business meeting. Unless an officer dies, resigns or is removed from office, he or she shall hold office until the next annual business meeting of the Board or until his or her successor is elected.
Any officer may resign at any time by delivering written notice to the President, Vice President, Secretary or Board or by giving oral or written notice at any meeting of the Board. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery.
Any officer or agent elected or appointed by the Board may be removed from office by the Board whenever in its judgment the best interests of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
A vacancy in any office may be filled by the Board for the unexpired portion of the term or for a new term established by the Board.
The President shall be the chief executive officer of the Association, and, subject to the Board's control, shall supervise and control all of the assets, business and affairs of the Association. The President shall preside over meetings of the members and the Board. The President may sign contracts or other legal documents or instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the Association or are required by law to be otherwise signed or executed by some other officer or in some other manner. In general, the President shall perform all duties incident to the office of President and such other duties as are assigned to him or her by the Board from time to time.
4.7 Vice President
In the event of the death of the President or his or her inability to act, the Vice President shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President. The Vice President shall have, to the extent authorized by the President or the Board, the same powers as the President to contracts or other legal documents or instruments. The Vice President shall be the Program Chair and shall be responsible for the topics and speakers at general meetings as recommended by the Board. In general, the Vice President shall perform such other duties as from time to time may be assigned by the President or the Board.
The Secretary shall: (a) keep the minutes of meetings of the members and the Board and minutes which may be maintained by committees of the Board; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records of the Association; (d) keep records of the post office address and class, if applicable, of each member and Director and of the name and post office address of each officer; (e) sign with the President, or other officer authorized by the President or the Board, contracts, or other instruments; and (f) 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 the Board.
The Treasurer shall have charge and custody of and be responsible for all funds, accounts and securities of the Association; receive and give receipts for moneys due and payable to the Association from any source whatsoever and deposit all such moneys in the name of the Association in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws; and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or the Board.
If any Director or Officer is absent or unable to act and no other person is authorized to act in such Director's or Officer's place by the provisions of these Bylaws, the Board may from time to time delegate the powers or duties of such Director or Officer to any other person it may select.
4.11 Insurance and Indemnification of Officers, Directors and Agents
The Association shall indemnify its board members, officers and agents to the greatest extent permitted by law for all actions taken on behalf of the Association or in their capacity with the Association. The Association shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, or Agent of the Association against any liability asserted against such person arising out of their capacity with the Association or arising out of any official action on behalf of the Association, whether or not the Association would have the power to indemnify such person against such liability under the provisions of this Article. However, that there shall be no indemnification in relation to matters as to which he or she shall be adjudged in such claim, action, suit, or proceeding to be: 1. guilty of a criminal offense, or 2. liable to the Association for damages arising out of his/her misconduct in the performance of a duty to the Association. In no case, however, shall the Association indemnify, reimburse or insure any person for any taxes imposed on such individual.
4.12 Conflicts of Interest
4.12.1 Definition of Conflicts of Interest
A conflict of interest will be deemed to exist whenever an individual is in the position to approve or influence Association policies or actions which could harm the Association or involve or benefit financially: (a) the individual; (b) any member of his or her immediate family (spouse, parents, children, brothers or sisters, and spouses of these individuals); or (c) any organization in which he or she or an immediate family member is a director, trustee, officer, member, partner or more than 10% shareholder. Service on the board of another not-for-profit corporation does not constitute a conflict of interest.
4.12.2 Disclosure of Conflict of Interest
A director, officer or employee shall disclose a conflict of interest or the appearance of a conflict of interest: (a) prior to voting on or otherwise discharging his duties with respect to any matter involving the conflict; (b) prior to entering into any contract or transaction involving the conflict; (c) as soon as possible after learning of the conflict.
4.12.3 Approval of Contracts and Transactions Involving Potential Conflicts
A director, officer or employee who has or learns about a potential conflict of interest should disclose promptly to the Secretary the material facts surrounding any actual or potential conflict of interest, including specific information concerning the terms of any contract or transaction with the Association. All effort should be made to disclose any such contract or transaction and have it approved by the Board before the arrangement is entered into.
Following receipt of information concerning a contract or transaction involving a potential conflict of interest, the Board shall consider the material facts concerning the proposed contract or transaction including the process by which the decision was made to recommend entering into the arrangement on the terms proposed. The Board shall approve only those contracts or transactions in which the terms are fair and reasonable to the Association and the arrangements are consistent with the best interests of the Association.
4.13 Other Agents
The Board may appoint such other Agents, contractors or employees as it shall deem necessary or expedient. Agents shall exercise such powers and perform such duties as shall be determined by the Board. Other agents may include membership chair, events coordinator, newspaper editor, advertising manager, billing manager, webmaster, executive director, etc. If the Directors hire or retain persons or firms to undertake work or action for or on behalf of the Association, the Directors may designate such parties to act as Agents of the Association for purposes within their scope of work.
ARTICLE 5. ADMINISTRATIVE PROVISIONS
5.1 Books and Records
The Association shall keep copies of its current Articles of Incorporation and Bylaws; correct and adequate records of accounts and finances; minutes of the proceedings of its members and Board; records of the name and address of each member and Director and of the name and address of each officer; and such other records as may be necessary or advisable.
5.2 Accounting Year
The accounting year of the Association shall be twelve (12) months, July 1 to June 30.
5.3 Rules of Procedure
The rules of procedure at meetings of the Board and committees of the Board shall be rules contained in the current edition of Roberts' Rules of Order on Parliamentary Procedure as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation or any resolution of the Board.
ARTICLE 6. AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors and approved by vote of the individual members.
The foregoing Bylaws were adopted by the Board of Directors and approved by vote of the individual members on May 14, 2013.