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Bylaws of the North Capitol Hill Neighborhood Association
As amended 6/13/1996
Article I - Name Article II - Purpose Article III - Definitions Article IV - General Organization Article V - Article V Boundaries, Membership, Voting Rights, Dues Article VI - Officers, Directors, Nominations, Elections Article VII - Responsibilities and Authority of Officers Article VIII - Responsibilities and Authority of the Board Article IX - Vacancies, Removal and Recall of Directors Article X - General Meetings Article XI - Board Meetings Article XII - Committees Article XIII - Fiscal Policy Article XIV - Amendment of By-Laws Article XV - Dissolution
Article I: Name The name of this organization shall be the North Capitol Hill Neighborhood Association. The abbreviation NCHNA may be incorporated into written and printed matter. Article II: Purpose 1. To preserve and improve the neighborhood so as to provide for the environment and conditions desired by the residents of the community. 2. To inform and advise the residents of the community in matters that affect their individual rights and responsibilities 3. To provide a public forum for the discussion of pertinent issues. 4. To provide leadership in the investigation of community needs as indicated by surveys and studies, and to suggest courses of action. 5. To communicate with government agencies; to represent the interests of the residents; and to take necessary action to carry out the purposes of the organization. 6. To cooperate with other organizations and persons having like purposes. 7. In general, to do whatever is necessary and proper to further the purposes stated above and to represent the community. Article III: Definitions When used in this Constitution and other records of the North Capitol Hill Neighborhood Association, the following terms are defined. Association The North Capitol Hill Neighborhood Association Board The Board of Directors of the association Neighborhood That part of the City of Seattle lying within the geographical boundaries of the association General Meeting A meeting in which any member of the membership may participate Board Meeting A meeting of the Board of Directors Household All persons who occupy a group of rooms sharing common kitchen facilities, constituting a dwelling. Article IV: General Organizations Section 1. Organization In general, the organization of the North Capitol Hill Neighborhood Association shall be of a general membership, a Board of Directors, and committees. The membership, meeting relatively infrequently, shall elect the Board of Directors. The Board shall meet no less than once a quarter; it shall conduct the business of the organization in accordance with the constitution, the bylaws and the instructions of the association of membership. Section 2. Non-Profit Status The North Capitol Hill Neighborhood Association shall be non-profit corporation in accordance with applicable state and federal laws. Section 3. Procedure The rules contained in Robert's Rules of Order (Revised) shall govern the association in all cases in which they are applicable, unless waived by a two-thirds majority or superseded by the bylaws. Article V: Boundaries, Membership, Voting Rights, Dues Section 1. Geographical Boundaries The geographical boundaries of the association shall be East Howe Street to the south; Interstate 5 to the west; East Roanoke Street, Delmar Drive East and East Interlaken Boulevard to the North, and the properties on 15th Avenue East (or its northward projection) to the east. Section 2. Membership A member of the association shall be any resident of the neighborhood who is 18 years or older, and any person who owns property within the neighborhood, or any single representative of a business or institution in the neighborhood. Only members are eligible to serve on committees or stand for office. Section 3. Voting Rights Each member who has paid dues for the current year shall have the right of vote at any general meeting they attend. Members of the Board shall have the right to vote at any Board Meeting they attend. No votes by proxy shall be allowed. Section 4. Dues Annual dues shall be $10.00 for each individual, business or institution, or $25.00 for a household. Dues may be pre-paid for future years, but are non-refundable. Dues are not transferable upon loss of eligibility for membership. (Note: To pay your dues, make a check out to NCHNA or North Capitol Hill Neighborhood Association and mail it to: NCHNA c/o David Docter, 1015 E Newton St, Seattle WA 98102-4041) Article VI: Officers, Directors, Nominations, Elections Section 1. Officers The officers of the association shall be: President, Vice-President, Secretary and Treasurer. The term of office for all officers shall be one (1) year. An officer may only server two (2) consecutive terms of office. Section 2. Directors The Directors of the association shall be the officers, and three elected at-large Directors. The term of office for the at-large Directors shall be three (3) years, staggered such that one only one at-large Director shall be elected each year. An at-large Director may only serve one (1) consecutive term of office. Section 3. Nominations The Board shall appoint a nominating committee which shall present a proposed slate of Directors to the membership at the annual election meeting. Any member may be nominated for a position on the Board by another member at the annual election meeting. Section 4. Elections Elections shall be held at the annual election meeting. Contested elections shall be conducted by secret ballot. If more than two nominees are running for the same office and no nominee receives a majority vote, then the two nominees who have received the largest number of votes in the first ballot shall participate in a run-off election. Article VII: Responsibilities and Authority of Officers Section 1. President The President shall serve as the chief executive officer of the association, preside at all meetings, prepare agendas for such meetings, maintain momentum of programs initiated by the Board and perform such duties as the Board may assign. The outgoing President shall present to the membership at the annual meeting a report of business transacted by the outgoing Board, and may include recommendations for future actions. Section 2. Vice-President The Vice-President shall act as and have the same powers of the President if and when the President is absent, develop and encourage membership participation, and assist the President in organizing special projects. The Vice-President shall also keep the meeting minutes if the Secretary is absent. Section 3. Secretary The Secretary shall keep minutes of both general and Board meetings, maintain all non-financial records of the association and publish all printed material required by the President, Board or association. Section 4. Treasurer The Treasurer shall receive and disburse funds (including the billing and collection of dues) and maintain financial records (including a current list of paid members). The Treasurer shall be prepared to give the Board an accounting of association funds and expenditures at any Board meeting, and to give the President a current list of paid members at any general meeting. The Treasurer shall also ensure that all records are balanced and passed on to his successor within two weeks of his replacement. Article IX: Vacancies, Removal and Recall of Directors Section 1. Vacancies If a Director resigns, becomes ineligible or unable to serve, the Board shall appoint a successor to serve the remainder of the unexpired term. Section 2. Removal of Directors If a Director is absent from three consecutive Board meetings, at least two of which are regular meetings, the other members of the Board may, by a majority vote, deem that Director unable to serve and declare the position vacant. Section 3. Recall of Directors A Director may be recalled by two-thirds vote of a general meeting called for that purpose at which a quorum is present. In the event of such a recall, and at the same meeting, nominations shall be taken from the floor and a successor elected to serve the unexpired term. Article X: General Meetings Section 1. Annual Election Meeting An annual meeting of the membership shall be held each calendar year in May. They key purposes of this meeting shall be the presentation of annual reports, the nomination of candidates, and the election of Directors, although our business may also be placed on the agenda. Section 2. Additional General Meetings Additional meetings of the membership may be set by a majority vote at any general meeting on a motion designating the date and time for such a meeting. Additional meetings may also be called by the President with the approval of another Director. Additional meetings shall be called by the President if he or she is so directed by a majority of the Board (at any Board meeting). Additional meetings shall also be called by the President if he or she is so requested by a petition signed by one-seventh of the dues paying members stating the purpose of the meeting. The President shall ensure members are properly notified and hold such a meeting not later than one month after being so directed. Section 3. Quorum The presence of one-tenth or more of the dues paying members shall constitute a quorum at a general meeting, except that one-seventh is required for a recall meeting or to pass a proposed amendment to the bylaws. Section 4. Notification Copies of a written notice of a general meeting must be delivered to all households in the neighborhood at least one week in advance of a general meeting. The notification shall specify the time, date, place, and purpose of the meeting. Article XI: Board Meetings Section 1. Attendance Meetings of the Board shall be open to all members of the association. Section 2. Regular Meetings Regular meetings of the Board shall be held no less than once each quarter. Should the Board fail to hold a regular meeting for two consecutive quarters, any association member may call for a general meeting; the members so assembled may deem any or all elected offices vacant and elect replacement officers. Section 3. Special Meetings Special meetings of the Board may be called by the President with at least 24 hours notice to all Board members. Special Board meetings shall be called by the President if he or she is so directed by any three Board members. Special Board meetings shall also be called by the President if he or she is so requested by a petition signed by ten dues paying members stating the purpose of the meeting. The President shall ensure members are properly notified and hold such a meeting not later than one month after being so directed. Section 4. Quorum The presence of a majority of the Board shall constitute a quorum at a Board meeting. Article XII: Committees Section 1. Types Committees shall be classified as standing committees or special committees. The standing committees and their duties shall be: (1) Parks and Recreation Committee - to monitor the condition and use of parks and recreational areas in and adjacent to the neighborhood, and to provide leadership toward the preservation and improvement of same. (2) Traffic and Parking Committee - to monitor the parking and traffic in and adjacent to the neighborhood, and to represent the interests of the residents regarding the management of same. (3) Public Safety Committee - to improve the safety and security of residents and property within the neighborhood through the sponsorship of Block Watch groups, the dissemination of crime reports and other projects as deemed appropriate. Section 2. Reports Each committee chair shall make or cause to be made a progress report at Board meetings when requested by the President or Vice-President, and at all general meetings. Section 3. Approval of Communications Committees, unless granted specific authority by the Board, shall not release any report, resolution or communication to any person, agency, organization or media outlet which purports to be a consensus of the association or any segment thereof. Article XIII: Fiscal Policy Section 1. Fiscal Year The fiscal year shall run from May 1 each year to the following April 30. Section 2. Funds Funds of the association shall be classified as either general funds or project funds. Project funds will be separately accounted for, and will be used only for the purpose stated in the request for funds. If project funds in excess of those required to complete the project are collected, they will, upon completion of the project, be returned on a pro-rata basis unless the amount due any source is less than $10.00 in which case the amount due that source shall be transferred to the general fund. General funds may be used for any purpose authorized by the Board or the membership which is not inconsistent with the purpose of the organization. Section 3. Bank Accounts The treasurer shall establish and maintain bank accounts. The Board may authorize transfers to and from checking accounts to an interest bearing savings account. The signatures of both the President and the Treasurer shall be required on checks drawn on such accounts. Section 4. Authorization of Expenditures Officers and committee chairs may expend funds not to exceed $100 for items required for committee use with the approval of the President of Vice-President. Expenditures of over $100 to further the objectives of the association may be authorized by a majority of the Board at a Board meeting or by a majority of the members at a general meeting. No expenditure shall be authorized which exceeds the current balance as reported by the Treasurer less prior commitments. Article XIV: Amendment of Bylaws Section 1. Proposals Amendments to these bylaws may be proposed by submitting the text of the suggested revision in writing at any general meeting. If a majority of those present and voting support the suggested revision, notice of the proposed amendment shall be provided to the membership, and the proposal placed on the agenda for the next general meeting. Section 2. Notice Notification of a proposed amendment to the bylaws shall be made at least 20 calendar days prior to the general meeting at which the amendment is to be voted on. Notice shall include the relevant Articles and Sections as most recently adopted, and as would follow the revision, together with a statement describing the amendment's effects and purpose. Section 3. Adoption A proposed amendment to the bylaws shall be adopted upon two-thirds majority. Article XV: Dissolution Section 1. Lack of Quorum at an Annual Election Meeting In there should be a lack of quorum at an annual election meeting, the Board in office at the time shall continue in office, but not for more than six months. During this time, the Board shall call for a special election meeting to transact the business which should have been transacted at the regular annual election meeting. Section 2. Lack of Quorum at the Special Election Meeting If a quorum is not present at the special election meeting, the Board shall hold one more Board meeting, at which time it will distribute any assets of the association and declare the association dissolved, except that should the association be involved as a sponsor of any project which cannot be terminated or liquidated at that time, the Board shall continue to function as a trustee of that project until it is terminated or liquidated. Section 3. Distribution of Assets Upon dissolution all project funds shall be distributed according to Article XIII, Section 2, and all general funds shall be transferred to the Capitol Hill Community Council.
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| Last updated: 2009 | NCHNA is a non-profit organization | |||