Bylaws of
Adopted on
1.2 Boundaries of the Edgemoor Neighborhood
3. Membership, Dues, and Rights
4.4 Transition Period From Interim Bylaws
4.8 Duties of the Vice President
4.11 Duties of the Parliamentarian
4.12 Neighborhood Representative
5. Standing and Ad Hoc Committees
5.4 Growth and Land Use Committee
6.1 Forming an Ad Hoc Committee
7. Board and Membership meetings
8. Civic and Community Relations
8.1 Public Declarations of Positions
9. Procedures to Amend the Bylaws
Article1. Name and Legal Structure
1.1 Name of
the Organization
The name of
this organization is
1.2 Boundaries of the
The
v
on
the north by
v
on
the east by Chuckanut Road
v
on
the south by Briza Court and Sea Pines Lane
v
and
on the west by Bellingham Bay
1.3 Incorporation Information
v
The
Edgemoor Neighborhood Association is incorporated as a Nonprofit Corporation in
the State of Washington under Chapter 24.03 RCW. Washington State UBI Number:
602409568 – Incorporation Date: 7/6/04. This corporation shall have such powers
as are generally exercised by non-profit corporations and as are allowed under
the laws of the State of Washington regulating such corporations (RCW 24.03). This
Article shall be liberally construed and not as a limitation on the powers of
the corporation except as such powers are expressly limited by state or federal
law.
v
IRS
EIN Number: 20-1338086
v
Further,
this corporation is organized for charitable and educational purposes that may
qualify it as exempt from federal income tax under Section 501(c)(3) of the
Internal Revenue Code of 1954 or as subsequently amended by action of Congress.
Article 2. Purpose
The Articles
of Incorporation of
v To represent the
needs and concerns of residents in the Edgemoor Neighborhood, in the city
of Bellingham, Washington
v To improve the
quality of life in our neighborhood
v To monitor all
civic issues in order to promote the best possible solutions for our
neighborhood and the community at large
v To encourage the residents of Edgemoor
to actively participate in achieving this purpose
In order to
achieve the purposes stated in the Articles of Incorporation, we shall:
v
provide
a structure for neighbors to come together, be informed, and talk about common
concerns and issues,
v
provide
a mechanism for creating neighborhood positions and to make these positions
known to government, business and other entities,
v
provide
a mechanism for linking with civic groups and other neighborhood associations
on issues of wider interest,
v
disseminate
information of civic interest and concern to the neighborhood
v
foster
a spirit of community among the people who live in Edgemoor.
Article 2.1 Prohibited Activities
No part of the
net earnings of the corporation shall inure to the benefit of or be
distributable to its members, directors, or other private persons, except that
the corporation shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments and distributions in
furtherance of the purposes set forth in Article II hereof. Notwithstanding any
other provision of these Articles, the corporation shall not carry on any other
activities not permitted to be carried on by a corporation exempt from federal
income tax under Section 501( c)(3) of the Internal
Article 3. Membership, Dues, and Voting
3.1 Membership
Any person who
is:
v
at
least 18 years old, and
v
either
a property owner or a legal resident living within the boundaries of the
Edgemoor Neighborhood, and
v
has
paid their annual dues
will be deemed
a member of the Association.
3.2 Annual Dues
The amount of
the annual dues will be reassessed by the Board of Directors each year and
voted on at the ENA Annual Membership Meeting.
Annual dues
cover the calendar year from January 1 to December 31.
Dues are
neither pro-rated nor refundable.
3.3 Voting
v
In
order to cast a vote on any issue or at any election at the general association
meetings, members must be current in their annual dues.
v
Voting
by proxy shall not be allowed.
v
One
vote per paid membership
3.4 Speaking
v
Any
Edgemoor Neighborhood property owner or resident has speaking rights during the
monthly meetings.
v
Individuals
who are not Edgemoor Neighborhood property owners or legal residents may speak
at the discretion of the President.
4.1 Overview
v The business and affairs of the
Association shall be managed by the Board of Directors according to the
direction of the membership. The duty of the Board shall be to carry out the
purposes of the Association.
v The Directors shall be members of the
Edgemoor Neighborhood Association. A director's term of office will be two
years except for the first organizational year when the President and Secretary
will run for one-year terms.
v
It
shall be the goal of the organization to have directors representing as broad a
geographic cross-section of the neighborhood as possible.
4.2 Elections
v Board of Directors of ENA is comprised
of the President, Vice President, Treasurer, Secretary, Standing Committee
Chairs and Neighborhood Representative to the Mayor.
v
The
Board of Directors will be elected at the ENA Annual Membership Meeting by
majority vote of members present.
v
Newly
elected board members will take office immediately at the end of the annual
meeting.
A nomination committee of three
members shall be appointed by the Board at least 60 days prior to the annual
meeting. A list of members in good standing willing to serve as board members
shall be published at least 30 days prior to the annual meeting.
4.4 Transition Period From Interim Bylaws
At the annual
2005 meeting there will be elections of new directors to replace the interim
Board of Directors.
4.5 Vacancies
If a board
position is vacant, a new director will be elected by the Board and will serve
until the next election.
Any elected
board member may be removed from office for good cause.
Any director may resign at any time
giving written notice to the Board. Unless otherwise specified in such notice,
the resignation shall be effective upon delivery to the Board.
The President shall preside over
meetings of the Association including the annual meeting and meetings of the
Board of Directors and may designate the Vice President as a temporary chair,
shall appoint special committee chairs with the approval of the Board of
Directors, shall coordinate the duties of directors and committee chairs, shall
serve as an ex officio member of all committees, and shall perform such other
duties applicable to the office as prescribed by the adopted parliamentary
authority. The President or his/her designee is the person authorized to make
official statements on behalf of the Association to groups, organizations and
official entities.
4.8 Duties of
the Vice President
The
Vice-President shall serve in the capacity of the office of President should
the President not be available, capable or willing to serve. The Vice-President
shall act as liaison to all committee chairs and may be assigned other duties
by the Board of Directors or the President. The Vice-President shall maintain
committee membership lists and map showing neighborhood boundaries.
4.9 Duties of
the Treasurer
v
The
Treasurer shall maintain all accounting records, receive and disburse funds and
prepare financial statements.
v
The
Treasurer shall maintain a list of all members in good standing in the Association.
v
The
Treasurer shall present a year-end financial report at the annual meeting.
Funds should only be dispersed when they have been released by a motion at a
meeting.
v
The
Treasurer shall work with the Finance Committee to create the annual budget.
v
The
Treasurer shall prepare the annual tax return for the IRS.
The Secretary
shall record and maintain minutes of board and membership meetings and provide
copies of said minutes for publication to the membership within one week after
the meeting. If the Secretary cannot attend a meeting, then a member of the
association must be designated at the beginning of the meeting to take minutes.
The Secretary shall maintain all legal documents of the corporation.
4.11 Duties of
the Parliamentarian
The
Parliamentarian shall assist with the monthly ENA meetings. In the event that
the Parliamentarian will be absent from a meeting, the President shall
designate an alternate.
4.12 Neighborhood
4.13 Conflicts of Interest
Directors who have financial or other
conflicts of interest, or potential conflicts, shall inform the Board. The
Board may take action appropriate to the circumstances and in the best
interests of the Association. When a director may realize a potential financial
gain on a matter before the Board, the board member shall abstain from voting
on the particular matter and may, at the Board's discretion, be required to be
absent during discussion of the matter. Board members shall consider possible
appearance of impropriety if conflict or potential conflict is allowed to
exist.
Article 5.
Standing and Ad Hoc Committees
Committee
chairs and members must be ENA members in good standing.
Standing
Committees are permanent committees of the organization.
Maintain a
membership list complete with address, phone, and e-mail address. Encourage membership and participation in the
organization.
Maintain
effective communications with membership through website content, monthly
newsletter, signs and flyers or other means.
5.4
Growth and Land Use Committee
v
Stay
informed of growth and land use issues affecting Edgemoor
v
Educate
the membership on these issues
v
Recommend
possible positions
v
Provide
a forum for discussing safety issues affecting the neighborhood
v
Recommend
possible solutions
Promote hospitality opportunities
for residents of Edgemoor neighborhood
The Finance
Committee consists of the Committee Chairs. The Finance Committee works with
the Treasurer to develop and manage the annual budget.
Article 6. Ad Hoc Committees
6.1 Forming an Ad Hoc Committee
An Ad Hoc
Committee may be formed at any time by a majority vote of the Board. At least
three members must agree to participate on a committee and submit a simple
charter which describes the purpose of the committee, timeline and budget.
Article 7.
Board and Membership meetings
7.1 Meeting Schedule
The Board shall
meet monthly at a time and place designated by the President. All meetings are
open to the membership. Every third month will be an ENA membership meeting,
but issues and interest should dictate the actual number held. These meetings
should be advertised in advance as widely as possible. Each fall the membership
meeting shall be an Annual Meeting.
Special meetings of the
Board may be called by the President or by two or more Directors on 24 hours
notice to each of the Directors.
7.2 Quorum
v
A
majority of the Board must be present for a quorum at a Board Meeting.
v
15%
of the total membership must be present for a quorum at an ENA Membership
Meeting.
7.3 Parliamentary Authority
The intent of
the ENA is to be an informal friendly environment.
8. Civic and Community
8.1 Public Declarations of Positions Officially Supported by the
Association.
There are a
number of public meetings and forums where the Association will want to advance
a position as being supported by the Association. Such positions and spokesman
must have been approved by a majority vote at a monthly membership meeting.
Article 9.
Procedures to Amend the Bylaws
These Bylaws may be amended at any ENA
membership meeting by a two- thirds (2/3) vote of those members present,
provided that the amendment has been submitted in writing at the previous ENA
membership meeting.
Article 10. Indemnification