Proposed Bylaws 3-30-05.htm

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Article1. Name and Legal Structure

1.1 Name of the Organization

· The name of this organization is the Edgemoor Neighborhood Association.

· It is referred to in this document as the ENA.

1.2 Boundaries of the Edgemoor Neighborhood

The Edgemoor Neighborhood, as designated by the City of Bellingham, includes all properties within the area bounded

· on the north by Cowgill Road

· on the east by Chuckanut Road

· on the south by Briza Court and Sea Pines Lane

· and on the west by Bellingham Bay

1.3 Incorporation Information

· 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

· IRS EIN Number:

· 501-C-3 IRS non-profit status is in process

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Article 2. Purpose

The Articles of Incorporation of Edgemoor Neighborhood Association states the purpose of the organization is:

· To represent the needs and concerns of residents in the Edgemoor Neighborhood, in the city of Bellingham, Washington

· To improve the quality of life in our neighborhood

· To monitor all civic issues in order to promote the best possible solutions for our neighborhood and the community at large

· 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:

· provide a structure for neighbors to come together and talk about common concerns and issues,

· provide a mechanism for creating neighborhood positions and to make these positions known to government, business and other entities,

· provide a mechanism for linking with civic groups and other neighborhood associations on issues of wider interest,

· disseminate information of civic interest and concern to the neighborhood

· foster a spirit of community among the people who live in Edgemoor.

To “educate” was emphasized at the March ENA meeting. Should we include this purpose?

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Article 3. Membership, Dues, and Voting Rights

3.1 Membership

Any person who is:

· at least 18 years old, and

· either a property owner or a legal resident living within the boundaries of the Edgemoor Neighborhood, and

· 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 each year and voted on at the Annual meeting.

· Annual dues cover the calendar year from January 1 to December 31.

· Dues are neither pro-rated nor refundable.

· Since ENA was formed in July of 2004, dues collected in 2004 and 2005 will be considered payment for the 2005 calendar year.

3.3 Voting Rights

· Only members can vote at ENA meetings.

· Voting by proxy shall not be allowed.

· There is no flexibility on the payment of dues. Members may only vote at meetings for which their dues have been paid for that calendar year.

3.4 Speaking Rights

Any Edgemoor Neighborhood property owner or resident has speaking rights during the monthly meetings.

Individuals who are not Edgemoor Neighborhood property owners or legal residents may speak only if approved by a motion of the members.

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Article 4. Administrative Officers

4.1 Overview

There are seven administrative officers of the ENA: President, Vice President (President Elect),Treasurer, Secretary, Membership Chair, Communications Chair, and Neighborhood Representative to the Mayor.

4.2 Elections

Administrative officers will be elected for a term of one year at the Annual meeting, except for the Neighborhood Representative to the Mayor, which is an appointed position by the Mayor.

Newly elected officers will take office immediately at the end of the Annual meeting.

4.3 Transition Period From Interim Bylaws

At the Annual 2005 meeting there will be elections of new officers to replace the interim officers.

4.4 Vacancies

If a Board position is vacant, a new board member will be elected at a membership meeting and will serve until the next election. The vacancy must be announced 30 days prior to the next membership meeting.

4.5 Removal

Any elected officer may be removed from office for good cause. Removal shall be debated by the Board and shall require a two-thirds (2/3) vote at Board meeting, providing that a resolution proposing the consideration of the removal has been adopted at a preceding meeting and that notice of the vote for removal has been included in the call to the meeting at which the vote shall take place.

4.6 Duties of the President

Niall is preparing this section to be presented at the next Bylaws Committee meeting.

4.7 Duties of the Vice President – The Vice President position is intended to prepare the officer for the position as President the following year.

Brien is preparing this section to be presented at the next Bylaws Committee meeting.

4.8 Duties of the Treasurer

· The Treasurer shall maintain all accounting records, receive and disburse funds and prepare financial statements.

· The Treasurer shall maintain a list of all members in good standing in the Association.

· 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.

· The treasurer shall work with the Finance Committee to create the annual budget.

4.9 Duties of the Secretary

The Secretary shall record and maintain minutes of the 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.

4.10 Duties of the Parliamentarian

The Parliamentarian shall preside over the monthly meetings. In the event that the Parliamentarian will be absent from a meeting, the President shall designate an alternate person to run the meeting.

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Article 5. Standing and Ad Hoc Committees

5.1 Standing Committees

Standing Committees are permanent committees of the organization. Committee Chairs are appointed by the Board? Elected?

5.2 Membership Committee

Maintain membership list complete with address, phone, and e-mail address. Encourage membership and participation in the organization.

5.3 Communications Committee

Communicate with membership through website content, monthly newsletter, signs and flyers.

5.4 Finance Committee

The Finance Committee consists of the Committee Chairs. The Finance Committee works with the Treasurer to develop and manage the annual budget.

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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.

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Article 7. Board and Membership Meetings

7.1 Meeting Schedule

The Board shall meet monthly and meetings are open to the membership. Every third month will be a membership meeting. Each fall the membership meeting shall be an Annual meeting. Any changes to the schedule, time or location must be announced on the ENA web site.

7.2 Quorum

A majority of the Board must be present for a quorum at a Board Meeting.

15% of the total membership must be present for a quorum at a Membership Meeting.

7.3 Agenda

Niall is preparing this section to be presented at the next Bylaws Committee meeting.

7.4 Parliamentary Authority

The intent of the ENA is to be an informal friendly environment. Roberts Rules of Order shall be used when a formal structure is necessary. Rework this.

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Article 8. Civic and Community Relations

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.

Niall is preparing this section to be presented at the next Bylaws Committee meeting.

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Article 9. Amending the Bylaws

These bylaws may be amended by 2/3 majority vote of members present and voting., providing there is a quorum, at a general membership meeting following the proposal of said bylaws changes a the preceding general membership meeting.

The following items are yet to be discussed:

Kathy requested we add this section (or similar) to limit our liability. The following is from the Sehome Bylaws.

PROHIBITED ACTIVITIES

The 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.

No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, directors, officers 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 the furtherance of the purposes set forth in Article n 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 @(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

Indemnification Clause (example)

LIMITATION OF DIRECTORS' LIABILITY
A director shall have no liability to the corporation for monetary damages for conduct as a director, except for acts or omissions that involve intentional misconduct by the director, or a knowing violation of law by the director, or for any transaction from which the director will personally receive a benefit in money, property or services to which the director is not legally entitled. If the Washington Nonprofit Corporation Act is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director shall be eliminated or limited to the full extent permitted by the Washington Nonprofit Corporation Act, as so amended. Any repeal or modification of this Article shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification for or with respect to an act or omission of such director occurring prior to such repeal or modification.

INDEMNIFICATION: Edgemoor Neighborhood Association agrees to indemnify and hold harmless each Board Member from and against all costs, losses, liabilities, damages, claims, and expenses (including attorney fees as incurred at trial and on appeal) arising from actions or interactions taken or omitted in his or her capacity as a Board Member, including, without limitation, actions taken or omitted by the Board Member consistent with these Bylaws and

in furtherance of the business or affairs of Edgemoor Neighborhood Association. The satisfaction of any indemnification of the Board Members under this Section will be from, and limited to, Edgemoor Neighborhood Association assets, and the Edgemoor Neighborhood Association members shall not have any personal liability on account thereof.

RCW 23B.17.030
Limitation on liability of directors -- Indemnification.

The provisions of RCW 23B.08.320 and 23B.08.500 through 23B.08.600 shall apply to any corporation, other than a municipal corporation, incorporated under the laws of the state of Washington.

We may wish to apply for an amendment to the Articles of Incorporation to restate the Purpose and to indemnify the Officers of the corporation.

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