of the GREATER MADISON VALLEY COMMUNITY COUNCIL
17 April 2017
Our organization is currently operating under these bylaws.
ARTICLE I. PURPOSE
SECTION 1. PURPOSE.
The purposes of Greater Madison Valley Community Council are exclusively those allowed for organizations defined under §501(c)(3) of the Internal Revenue Code. Within these limits, the purposes of Greater Madison Valley Community Council include the following:
- To represent the residents of our neighborhood and to provide a democratic forum for all members, and to protect and advance the interests of the community.
The neighborhood area represented is bounded on the north by East Helen Street and the west boundary of the Arboretum, on the west by 23rd Ave East, on the east by Lake Washington Boulevard and on the south by East Denny Way.
ARTICLE II. NONVOTING MEMBERS
SECTION 1. NONVOTING MEMBERS.
Greater Madison Valley Community Council may have NONVOTING MEMBERS at the discretion of the Board of Directors.
SECTION 2. RIGHTS AND OBLIGATIONS OF NONVOTING MEMBERS.
The Board of Directors may by resolution establish categories of nonvoting membership and determine any obligations and privileges of members in those categories. The nonvoting members will not have the power to vote on the election of Directors or members, or to participate in a binding vote on any corporate matters.
ARTICLE III. VOTING MEMBERS
SECTION 1. POWERS AND PURPOSE OF VOTING MEMBERS.
Voting members have the power to elect and also to remove the Officers of Greater Madison Valley Community Council and to vote on any amendments to the bylaws or articles that relate to the number of Directors, the composition of the Board, the term of office of Directors, the method or way in which Directors are elected or selected, or the qualifications of voting members, and to vote on any other matters properly put before them for an advisory vote by the Board of Directors. The voting members do not have the power to make binding or enforceable decisions on matters reserved for the Board of Directors, including adopting budgets, authorizing programs, activities, and expenditures, and setting policies.
SECTION 2. RECORDS OF MEMBERS.
The Secretary shall ensure that the organization maintains a current, formal, alphabetical record of the names, email addresses of voting members and nonvoting members.
SECTION 3. DUES.
Annual dues, if any, may be proposed by the Board of Directors or any voting member. Any changes in dues must be approved by a two-thirds vote of voting members in attendance at a membership meeting. Voting members must be notified of this vote at least seven days in advance of the meeting.
SECTION 4. SELECTION OF VOTING MEMBERS.
Requests for voting membership shall be automatically approved following a determination that the applicant has paid required dues (if any) and satisfies any other qualifications required for membership. This determination can be made by the Board of Directors or by a committee delegated this task by the Board of Directors.
SECTION 5. QUALIFICATIONS OF VOTING MEMBERS.
Voting Members must have a primary residence in the service boundaries as defined above in Article I, Section I second paragraph and must be current on required dues (if any).
SECTION 6. SUSPENSION OR REMOVAL OF VOTING MEMBERS.
A voting member may be suspended or removed by the voting members, or membership may be denied, for serious misconduct which adversely affects the interests or reputation of the corporation. Suspension or removal of a voting member must be approved by a two-thirds vote of voting members in attendance at a membership meeting. A suspended or removed voting member may be reinstated by a majority vote of voting members in attendance at a membership meeting.
SECTION 7. RESIGNATION OF VOTING MEMBERS.
Any voting member may resign at any time by emailing a written resignation to the Secretary of the Corporation.
SECTION 8. QUORUM FOR MEMBERSHIP MEETINGS.
Those voting members present shall constitute a quorum.
SECTION 9. DECISION-MAKING BY VOTING MEMBERS.
The affirmative vote of a majority of the voting members present at a properly called meeting, for which a quorum has been achieved, is necessary and sufficient to make decisions or pass resolutions by the voting members, unless a greater proportion is required by law, the Articles or bylaws. An abstention counts as part of the total number of votes cast, and does not reduce the number of affirmative votes required to pass a motion. All decisions require a clearly stated motion, a second, and a vote. All motions which are successfully adopted must be recorded in the written minutes.
SECTION 10. PROXY VOTING.
Proxy voting will not be allowed at any meeting of the voting members or as part of reaching any decision by the voting members. Voting members must be present in person to cast a vote.
SECTION 11. VOTING BY MAIL OR EMAIL.
Members may not vote by mail or email. All votes must be cast in person.
SECTION 12. ANNUAL VOTING MEMBERSHIP MEETING.
There must be an Annual Meeting of the voting members which will be held to elect Officers, who will automatically be members of the Board of Directors. It will be held during June at a time and location determined by resolution of the Board of Directors, unless the meeting is set for a different period of the year.
Written notice of the Annual Meeting must be sent by email to all voting members entitled to receive notice at the email address provided by the member or as it appears in the corporate records, at least fifteen days in advance of the meeting.
At the Annual Meeting voting members will hear and consider reports from the Board of Directors, Officers and staff concerning the activities, management and budget of the corporation. Voting members will then elect the Officers and also vote on any other matters for which proper notice was given. Voting will be by secret ballot if any person so requests. The failure to hold an Annual Meeting does not affect the validity of any corporate action.
SECTION 13. OTHER VOTING MEMBERSHIP MEETINGS.
A. Regular Meetings. The corporation will hold at least four regular meetings per year of the voting members at times and locations set by the Board of Directors or Officers. A single notice sent by email at least seven days in advance of each meeting will be sufficient.
B. Special Meetings. Special meetings of the voting members may be called by the President, by the Board of Directors or by a quorum of the voting members. Notice for a special meeting must be sent by email at least seven days in advance of the meeting and must specify the purpose(s) for which the meeting is called. Only the business for which a special meeting is called may be considered at the meeting.
SECTION 14. CONTENT OF NOTICE.
The notice must contain the date, time, location and when required, the purpose of the meeting. Notices of special meetings always require a statement of the purpose(s) for which the meeting is called. If amendments to the bylaws or the Articles of Incorporation will be considered, the notice must state this fact and either the exact wording or a summary of the amendments to be considered must be included with the notice.
SECTION 15. RECORD DATE.
The record date for determining the members entitled to receive notice of a meeting will be the day before the day on which the notice is mailed. The record date to determine the members entitled to vote at a member’s meeting will be the date of the meeting.
ARTICLE IV. BOARD OF DIRECTORS
SECTION 1. DUTIES OF THE BOARD.
The Board of Directors will establish the corporation’s policies and review and change them as necessary, oversee its programs, appoint or employ and supervise its staff director, authorize all of the organization’s expenditures, oversee its financial affairs, and ensure the proper management and use of its assets and property. The Board of Directors must also ensure that the corporation properly employs the necessary corporate formalities to make its decisions, that it prepares and submits all required state and federal reports, and that it operates in compliance with relevant state and federal laws. Board members must diligently prepare for, attend, and participate in the meetings of the Board of Directors and any Board committees as needed, in order to carry out these tasks. The Board of Directors must meet at least four times per year, and shall strive to do this by meeting at least once each quarter of the year. The role of the Board of Directors does not include direct management or conduct of the daily operations of the organization.
SECTION 2. QUALIFICATIONS OF DIRECTORS AND COMPOSITION OF THE BOARD.
Nominees for positions on the Board of Directors must have demonstrated a commitment to the mission and purposes of the corporation, must be a Voting Member, and must have expertise in areas relevant to the needs of the organization.
SECTION 3. NUMBER OF DIRECTORS.
The Board of Directors must consist of no fewer than three and no more than ten members. New positions may be created on the Board of Directors by a majority vote of voting members in attendance at the annual voting membership meeting, or any regular meeting, as long as all voting members are notified of the vote at least seven days in advance of the meeting.
SECTION 4. TERMS OF DIRECTORS.
Directors will serve one-year terms. However, unless they formally resign or are removed from office, Directors will remain in office until their successors are properly elected, designated, or appointed. There is no limit to the number of terms, successive or otherwise, a Director may serve.
SECTION 5. SELECTION OF DIRECTORS.
Voting Members will elect four Directors/Officers who shall simultaneously be elected to the four Officer positions.
1. Election Process.
- Voting members will elect four officers (President, Vice-President, Treasurer, and Secretary) first. Elected officers are automatically also elected to the Board of Directors.
- Voting members will then elect the rest of the Board of Directors. Each voting member will have the right to vote only for as many persons as there are Officer positions open on the Board of Directors at the time of the election. The vote must be by a secret ballot if any person so requests.
2. Election Policy and Procedures.
- The Board of Directors may prepare and adopt by resolution, a formal written policy regarding the details of the Board election process, including requirements for the announcement of elections and the solicitations of nominations, the role of a nominating committee, and the schedule and procedures that must be used to hold elections.
3. Annual Meeting.
- The election of Officers and Directors will take place at the Annual Meeting of the voting members, which will be held in June at an exact time and place set by the Board of Directors, unless the Board decides by resolution to set it at a different time of the year.
SECTION 6. REMOVAL OF DIRECTORS.
Elected Directors/Officers may be removed with or without cause by resolution of the voting members. Proper notice must be given in advance, as required for an annual membership meeting, or for a regular meeting of the voting members, or as required for a special meeting of the voting members, whichever is appropriate, stating that the removal of a Director is to be considered.
SECTION 7. RESIGNATION OF DIRECTORS.
A Director may resign at any time. The resignation of a Director must be in writing and be delivered to the Board of Directors, its presiding Officer, the President, or the Secretary. Once delivered, a notice of resignation is irrevocable.
SECTION 8. FILLING VACANCIES.
The voting members may, by a majority vote, elect new elected Directors/Officers to fill any vacancies in those positions on the Board of Directors. A Director elected to fill a vacancy will serve the remainder of the term normally associated with that position.
SECTION 9. CONDUCT OF DIRECTORS.
Directors must discharge their duty of loyalty and their duty of diligence in good faith with the care an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner the Director reasonably believes to be in the best interest of the corporation.
SECTION 10. Board of Directors QUORUM.
At all meetings of the Board of Directors, the presence or participation of a quorum, which is at least a majority of the number of Directors in office immediately before the meeting begins, is necessary to allow the transaction of corporate business or the making of corporate decisions.
SECTION 11. Board of Directors DECISION-MAKING AND VOTING.
All decisions require a clearly stated motion, a second, and a vote that must be recorded in the written minutes. Each member of the Board of Directors will have one vote. At the request of any Director, the names will be recorded in the minutes of each Director who voted for, voted against, or abstained on a particular motion.
The Directors must diligently and conscientiously attempt to make decisions by consensus and give careful consideration to minority views. When a consensus apparently cannot be achieved, any Director may request that a vote be taken. The affirmative vote of at least a majority of all of the Directors in office is necessary and sufficient to make a decision of the Board of Directors unless a greater proportion is required by law or by these bylaws. An abstention counts as part of the total number of votes cast, and does not reduce the number of affirmative votes required to pass a motion.
SECTION 12. NO PROXY VOTING.
No proxy voting is allowed at any meeting of the Board of Directors or as part of reaching any decision of the Board.
SECTION 13. Board of Directors TELEPHONIC MEETINGS.
Meetings may be held by telephone, video conferencing, internet based communication or other method, so long as all participating Directors can simultaneously hear and speak with each other. A Director participating in such a meeting is deemed present for purposes of a quorum.
SECTION 14. Board of Directors DECISIONS BY MAIL OR EMAIL.
Any decision that the Board of Directors may make at a meeting may be made without a meeting if the decision is approved by the affirmative vote of all of the members of the Board. A clearly stated motion must be sent to all of the Directors on the Board by email, with clear instructions that this process requires one hundred percent (100%) of the Directors to vote “yes” for the motion to pass. If the motion is sent by email then each Director must send their vote by email in reply, in which case no signature is necessary. Motions are adopted and effective on the date that all Directors in office have responded with an affirmative “yes” vote. If any Director votes “no,” abstains, or fails to vote, then the motion fails to pass. A printed record of each Director’s vote must be kept in the corporate records.
SECTION 15. Board of Directors MEETINGS.
The Board of Directors must meet at least four times per year, and shall strive to do this by meeting at least once each quarter of the year. Robert’s Rules of Order may be consulted for guidance but shall not be binding.
SECTION 16. EXECUTIVE SESSION MEETINGS.
The Board, by resolution, or the President, may at any time decide to go into an Executive Session meeting. Executive Session shall be used when the Board of Directors deems it is necessary to protect the confidentiality of the matters that will be considered there. Executive Session meetings may be attended only by members of the Board of Directors, and any guests the Board invites to join the meeting, which may include the Executive Director, other staff, or any other person the Board wishes to invite. A Director may only be excluded from any portion of Executive Session meetings in which matters will be considered that present a conflict of interest for that Director. Minutes shall be properly recorded, but shall only be read or approved at a subsequent Executive Session if there is a need to continue to insure the confidentiality of the matters contained in the minutes. The Secretary shall take care to record in the minutes only the motions passed and information essential to comply with the law, in order to protect the confidential nature of Executive Sessions.
SECTION 17. Board of Directors: NOTICE OF MEETINGS.
Notice must be given to every member of the Board of every meeting of the Board of Directors, stating the date, time, and location of the meeting, and the purpose of the meeting if so required by law or these bylaws. The notice must be given not less than forty-eight hours in advance of the meeting if delivered by telephone conversation or in person, and not less than seven days in advance if delivered by email to an address provided by the individual Director.
SECTION 18. WAIVER OF NOTICE.
Any Director may waive the right to receive full advance notice of any meeting. Waivers of notice must be in writing, signed by the person entitled to notice, and must be given to the Secretary to be placed in the corporate records. Waivers may be signed before or after the meeting has taken place. The attendance of a Director at any meeting without specific objection to the notice constitutes a waiver of the full notice of that meeting.
SECTION 19. AUTHORITY OF DIRECTORS.
The President shall be an official spokesperson for the organization, and may represent the organization and its positions whenever appropriate. No member of the Board of Directors other than the President may officially represent the positions of the organization or speak or make agreements on behalf of the organization without specific approval by the Board of Directors to do so.
ARTICLE V. OFFICERS AND STAFF
SECTION 1. OFFICERS.
The Officers of the corporation must carry out the policies and decisions of the Board of Directors as directed by the Board. The Officers must include a president, vice-president, secretary and treasurer. The Board of Directors may also elect additional vice-presidents, a chairperson and other Officers as desired. Officers serve simultaneously as members of the Board of Directors.
SECTION 2. ELECTION AND TERM OF OFFICE.
The Officers will be elected by the voting members. Officers will serve one year terms. However, unless they formally resign or are removed from office, Officers will remain in office until their successors are properly elected, designated or appointed. There is no limit to the number of terms, successive or otherwise, an Officer may serve.
SECTION 3. REMOVAL.
Any Officer elected by the voting members may be removed by the voting members whenever, in their judgment, the interests of the corporation would be best served by such removal. Removal will be without prejudice to the contract rights, if any, of the Officer so removed. The person being considered for removal has no vote in the process of removal.
SECTION 4. PRESIDENT.
The President is the principal officer of the corporation and will, in general, supervise or oversee the supervision of all of the affairs of the corporation. The President generally will preside at all meetings of the Board of Directors, unless the Board selects another person to preside. The President will also perform other duties as may be assigned by the Board of Directors. The President may serve as an ex-officio member of any committee.
SECTION 5. VICE-PRESIDENT/PRESIDENT ELECT.
In the absence of the President or in the event of the President's inability to act, the Vice President will perform the duties of the President. The Vice President, when acting as President, will have all the powers of and is subject to all the restrictions on the President. The Vice President will also perform other duties assigned by the Board of Directors. More than one Vice President position may be created and duties clarified, in an ordinary resolution of the Board of Directors.
SECTION 6. SECRETARY.
The Secretary will perform or oversee the performance of the following duties: a) record and keep the minutes of the meetings of the members and of the Board of Directors and of any Board committees, in one or more books provided for that purpose; 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; d) keep a register of the email address of each voting member as provided by such member; e) ensure that all required state and federal reports are prepared and filed in a timely fashion; and f) perform or oversee 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 of Directors. The Secretary may delegate some or all of these tasks but remains responsible for their proper completion.
SECTION 7. TREASURER.
The Treasurer will perform or oversee the performance of the following duties: a) be responsible for the proper management and control of all funds of the corporation; b) prepare full and accurate financial records on a timely basis of all the income, expenses and assets of the corporation; c) present reports on the financial affairs of the corporation at least once each quarter at a meeting of the Board of Directors; and d) provide financial information necessary to prepare and file the required reports to state and federal government agencies, showing the income, disbursements, and assets of the corporation. The Treasurer may delegate some or all of these tasks but remains responsible for their proper completion. The Treasurer must include board approval for such delegation and cost, and notify the members at a meeting.
SECTION 8. CHAIR.
The Board of Directors may elect a Chair and determine his or her duties.
ARTICLE VI. COMMITTEES
SECTION 1. ESTABLISHMENT.
The Board may establish any committee, including standing committees or temporary committees, by a resolution of the Board. Such resolutions must name the committee and the purpose of the committee. The establishment of an Executive Committee must be done in accordance with the procedures stated below.
SECTION 2. EXECUTIVE COMMITTEE.
A. The Board may establish an Executive Committee of the Board to make decisions as deemed necessary between meetings of the full Board, and may delegate to the Executive Committee the power of the Board to authorize expenditures and amendments to budgets, set policies, and authorize programs or activities. The Executive Committee shall be established only by the affirmative vote of at least a majority of all Directors then in office. The Executive Committees must consist of two or more Directors who are simultaneously full members of the Board of Directors, and it shall not have any members who are not simultaneously members of the Board of Directors. The Board may place substantive restrictions or limits on the powers of the Executive Committee, and may also require certain procedures for the Executive Committees to follow. The Executive Committee must make reasonable efforts to communicate with the full Board in advance regarding the issues and decisions that will be considered or voted on at Executive Committee meetings.
B. The Executive Committee must comply with the provisions of the bylaws concerning the meetings and decision of the full Board of Directors, including the requirements for notice, quorum, voting and decision-making, the preparation and subsequent adoption of minutes of Executive Committee meetings, and the permanent storage of those minutes. All Executive Committee decisions must be recorded in official minutes, which must be provided to the full Board. Unless the Board of Directors decides otherwise by the majority vote of all of the Directors in office, the Executive Committee will consist of the President, Secretary, and Treasurer, as well as the Vice President if there is one, so long as those Officers are simultaneously serving as members of the Board of Directors.
SECTION 3. OTHER COMMITTEES.
The Board may establish any other committees it deems appropriate, including a nominating committee, financial oversight committee, budget committee, personnel committee, and any number of working committees and advisory committees. These are all “non-Board committees” which do not have the power to make Board level decisions, authorize expenditures, adopt budgets, set policy, or establish programs. Such committees shall be established by a resolution adopted by the Directors present at a properly called meeting. Any person may be a member of such a committee, whether or not that person is a member of the Board of Directors.
SECTION 4. COMMITTEE MEMBERS.
The Board shall appoint the members of committees, or for committees other than the Executive Committee the Board may delegate this task to the Board President or the Committee Chair. The term of office of a member of a committee will continue until his or her successor is appointed unless the committee is terminated, the member resigns or is removed from the committee, or the member ceases to qualify as a member of the committee.
SECTION 5. COMMITTEE CHAIRS.
One member of each committee will be selected or appointed Committee Chair by the Board, or if the Board wishes, it may delegate that power to the Board President or to the members of the committee.
SECTION 6. LIMITATION ON POWERS.
No committee may a) elect, appoint, or remove any Officer, any member of the Board of Directors, or member of the Executive Committee; b) authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation; c) authorize the dissolution of the corporation or revoke proceedings therefore; d) amend, alter, or repeal the Articles, the bylaws, or any resolution of the Board of Directors; or e) authorize the payment of a dividend or any part of the income or profit of the corporation to its Directors or Officers.
The Board of Directors shall always have the power to amend, alter or repeal the decisions of committees, subject to limitations on the unilateral amending of contracts, interference with third party rights, and other legal limitations.
ARTICLE VII. MISCELLANEOUS PROVISIONS
SECTION 1. COMPENSATION OF OFFICERS AND DIRECTORS.
No Officer or member of the Board of Directors will receive any compensation for fulfilling the responsibilities of a member of the Board or of an Officer as defined in these bylaws. However, the corporation may pay compensation to Officers and members of the Board of Directors for other services performed as employees or independent contractors as long as the required rules for conflicts of interest are followed. Members of the Board of Directors and their relatives who receive regular compensation from the corporation must always constitute less than a majority of the Board. Officers and members of the Board of Directors may be given reimbursement for actual expenses incurred in the course of fulfilling their responsibilities, subject to Board approval.
SECTION 2. CONFLICT OF INTEREST.
A conflict of interest is always present whenever the corporation pays money or other compensation, or provides any tangible benefits, to an Officer or member of the Board of Directors or to a member of a Director’s or Officer’s family.
All board members must comply with current Internal Revenue Service regulations regarding conflicts of interest.
SECTION 3. FINANCIAL CONTROLS.
The Board of Directors shall adopt formal Board policies that provide a system of financial controls that are adequate to prevent the misuse, embezzlement or theft of the organization’s funds and assets, and that would discover it if those problems or crimes were to occur. Those financial policies shall require that there must be three separate levels of financial operations, and that those operations shall be performed by different people:
- Those with the authority to spend the organization’s money.
- Those who are the bookkeeper(s) who record and track the income and expenditures.
- Those who oversee the bookkeeping system and the expenditure of funds. This means that the persons who have authority to sign the corporation’s checks or use its credit cards shall not be allowed to also serve as the organization’s bookkeeper(s); and that the organization’s bookkeeper(s) shall not be given permission or authority to spend the organization’s money, sign its checks or use its credit cards.
SECTION 4. ANNUAL FINANCIAL ASSESSMENT.
The Board of Directors must require the performance of an annual audit, financial review, financial compilation or financial assessment, which must involve the services of a trusted person with bookkeeping skills and knowledge, who does not do the bookkeeping for the organization or sign checks for the organization. This need not be a formal audit, but must at least involve a sufficiently thorough review of the organization’s financial records so that it would likely discover any misuse, embezzlement or theft of the organization’s funds or assets. The financial oversight committee described above shall select the person performing the annual financial assessment and shall ensure that the resulting report is presented to the entire Board of Directors.
SECTION 5. TAX YEAR.
The tax year of the corporation is the calendar year.
SECTION 6. NO DISCRIMINATION.
In the delivery of its services to the public, Greater Madison Valley Community Council does not discriminate for or against any person on the basis of ethnicity, nationality, place of origin, religion, gender, sexual orientation, marital status, familial status, economic status, age, or mental or physical disability.
ARTICLE VIII. AMENDMENTS
SECTION 1. AMENDMENT OF THE ARTICLES OF INCORPORATION AND BYLAWS.
The voting members may amend or restate the Articles or bylaws with the affirmative vote of at least two-thirds of voting members attending a membership meeting. Notice of the vote, including either a written copy or written summary of the proposed amendments, must be provided to voting members by email at least seven days in advance of the meeting.