BYLAWS OF THE PHINNEY RIDGE COMMUNITY COUNCIL
ARTICLE 1. MEMBERSHIP
Membership in the corporation is open to persons age 18 or older who reside in, own real property in, or own businesses in the district commonly known as Phinney Ridge. The area served by the Phinney Ridge Community Council is bounded on the east by Aurora Avenue, on the west by 8th Avenue Northwest, on the south by north 46th Street, and on the north by north 75th Street in the City of Seattle.
ARTICLE 2. MEMBERSHIP DUES
Annual dues shall be set by the Board of Directors; they are payable to the Treasurer. Payment of dues shall not be a requirement of membership on the Council but only dues paying members shall be entitled to receive mailings or notice from the Council.
ARTICLE 3. OFFICERS & DIRECTORS
3.1 Directors. There shall be 15 directors elected from the membership of the corporation. Each director shall remain in office until he or shall has died, resigned, been removed, or his/her term has expired and his or her successor has been duly elected. Upon the first annual election of directors, the directors shall be divided into two (2) classes, the first class to serve a term of one (1) year, and the second to serve a term of two (2) years. Each such director shall hold office for the term for which he or she is elected and until his or her successor shall have been elected and qualified. The term of office of a class of director after those elected at the first annual meeting shall be two (2) years. The Board may, in its discretion, adopt policies necessary to maintain the staggered election policy. The board of directors, by amendment of these Bylaws, may increase or decrease the number of directors, provided that no decrease in number shall have the effect of shortening the term of any incumbent.
3.2 Officers. The officers of the corporation shall be a president, one or more vice presidents, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary by the board of directors, each of whom shall be annually elected by the board of directors, and shall serve until their successors are duly elected and qualified. Unless otherwise authorized by resolution of the board of directors, a candidate for officer positions shall have previously served as a director of the corporation. Officers shall have such additional qualifications as may be prescribed by resolution of the board of directors or amendment to the Bylaws. Any two (2) or more offices may be held by the same person, except the offices of president and secretary. In addition to the powers and duties specified below, the officers shall have such powers and perform such duties as the board of directors may prescribe.
3.2.1 Duties of Officers. The duties of the officers are as follows:
(a) President. The President shall serve as chief executive of the Board of Directors and as ex-officio member of all committees. The President shall preside at all general membership and board meetings, prepare agendas for the meetings, and perform such other duties as may be delegated by the Board.
(b) Vice President. In the absence or disability of the president, the vice president shall act as president.
(c) Secretary. The Secretary shall be responsible for taking minutes of the general membership and board meetings, preparing Council correspondence, publicity notices for meetings, and maintaining the mailing list.
(d) Treasurer. The Treasurer shall maintain all accounting and membership records of the Council, receive and disburse funds, and prepare financial statements on an annual basis or more frequently, as required by the Board, President, or statute.
ARTICLE 4. REMOVAL FROM OFFICE
4.1 Removal of Directors. Any director may removed with cause, including but not limited to, having three (3) consecutive unexcused absences from regularly scheduled board meetings, at any time by the affirmative vote of two-thirds of the directors present at a Board meeting.
4.2 Removal of Officers: Any officer elected or appointed may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served.
4.2 Resignation. Any director or officer may resign at any time by delivering a written resignation to the President.
4.3 Vacancy. In the event of a vacancy due to removal, resignation, or death of a director or officer, the Board may appoint another member to fill the vacancy for the unexpired term or until his or her successor is duly qualified.
ARTICLE 5. COMMITTEES
5.1 Committees may be formed as needed by appointment of the President, or by a majority of the Board, with such powers are may be specified by resolution..
5.2 There shall be a standing committee to conduct a review and audit of the financial records of the Council.
ARTICLE 6. MEETINGS
6.1 General Membership Meetings. There shall be one annual meeting of the general membership each year in May for the election of directors to succeed those whose terms expire, and the transaction of such other business as may properly come before the meeting, at a location determined by the Directors. A quorum for the annual general membership meeting shall be those members of the corporation present and voting. Additional general membership meetings may be called at the discretion of the Board or upon written petition of at least 15 members. A quorum at such meeting shall be 25 members.
6.2 Notice of Membership meetings. Not less than 10 and not more than 50 days notice shall be given prior to the annual general membership meeting by giving notice of the meeting to the local press and by mailing notice of the meeting to current dues paying members on the mailing list.
6.3 Board Meetings. The Board shall meet at least every other month.
6.4 Notice of Board Meetings. Notice of the board meetings shall be established by the Board itself.
6.4 Quorum. Unless otherwise specified in the Articles or these Bylaws, a majority of the Board present in person or by telephone shall constitute a quorum for the transaction of business at any such meeting. Unless otherwise specified in the Articles or these Bylaws, action of the Board shall be by majority vote of directors present. These Bylaws may be altered, amended or repealed by the affirmative vote of 60 percent of the board of directors present at any annual or special meeting of the board. A quorum for amending the Bylaws shall be 60% of the total number of officers and directors.
6.5 Action Without Board Members Present. Notwithstanding Section 6.4, the Board may take action without its members being present in person or by telephone if: (a) the President communicates the proposed action to all directors; and (b) each director communicates in writing to the President an affirmative vote on the proposed action. Such communication may, but need not, occur by electronic mail.
ARTICLE 7. ELECTIONS
7.1 The officers annually shall compile a list of members who may serve on a Nominating Committee. The Nominating Committee shall report nominations at the annual meeting for the officers and directors to succeed those whose terms will expire at the adjournment of that annual meeting.
7.2. The board of directors or the Nominating Committee shall publicize as appropriate the list of all nominees together with such information about them as it deems appropriate as part of the publicity for the election meeting. No nomination shall be received from the floor at the annual meeting where elections are held unless the board of directors determines that vacant positions will not be filled by the list of nominees prepared by the Nominating Committee. The candidates receiving the highest number of votes for vacant positions shall be declared elected. In the event a tie occurs for the last position, the newly elected board shall fill the remaining position from the candidates tied. If the nominating committee fails to provide sufficient candidates to fill all of the vacancies, or if the candidates provided are not voted to the board, the board of trustees may, by a simple majority, elect trustees to fill the remaining vacancies.
7.3 Elections shall be held by secret ballot, provided, however, that in the event there is but one nominee for any office, the election for that office may be by voice vote. Absentee ballots shall be available by submitting a written request for said ballot to the Board of Directors no later than five days prior to the date of the meeting for which said ballot is requested. Completed absentee ballots must be delivered to the President no later than 5 p.m. on the date of the election.
ARTICLE 8. PROCEDURES
All questions of government and procedure for which no provision is made in the Articles or Bylaws may be decided upon the authority contained in Robert's Rules of Order.
These Bylaws adopted by the Board of Directors on July 1st, 2007. A pdf version of the bylaws is here.