SILVER BEACH NEIGHBORHOOD ASSOCIATION BYLAWS
ARTICLE I: NAME
A. Corporation: The organization shall be a non-profit corporation in Washington State.
B. Name: The name of the corporation shall be the Silver Beach Neighborhood Association, abbreviated as SBNA.
ARTICLE II: PURPOSE
A. Purpose: The SBNA is organized for charitable and educational purposes.
B. Non-Profit: The SBNA shall have such powers as are generally exercised by non-profit corporations as allowed under the laws of the State of Washington regulating such corporations (RCW24.03).
C. Neighborhood: The SBNA serves that area within the city limits of Bellingham beginning on Britton Road at the northern city limit sign. The boundary travels west to include all lots bordering N. Grace Lane, Northridge Way and Westridge Place, then south crossing Barkley Blvd., continuing west to the Water Shed Boundary marker on Barkley Blvd.. It continues south, aligning with Birch St. (to the south) and including all lots of Sylvan Place, Illinois Lane and Seeley St., thence east to align with Fir St., traveling south, passing Scudder Pond, paralleling Whatcom Creek on the west side. The line crosses Whatcom Creek at the Fishing Pond, going east to include lots on Fraser St, continuing to Electric Ave., south on Electric to York St., east on York St, to Dakin. north on Dakin to Kansas St.. Then east to line up with Lowell St (to the south), proceeding south to line up with Fraser St., east to align with Decatur St. (to the north), north to Kansas St, then east to Lake Whatcom. It crosses Lake Whatcom in a northeasterly direction to the point of land near Edgewater Lane. The boundary continues north aligning with Toad Lake Road, following the city limits to just north of E. Oregon St.. Then west to Britton Road and north on Britton Road to the city limit sign where this description began.
D. Promote Discussion: The SBNA shall facilitate discussion of matters concerning the Silver Beach neighborhood and the city of Bellingham. Discussion may also include county, state, and federal issues provided they impact the neighborhood. It shall serve as an active civic entity to promote neighborhood points of view; obtain and disseminate information of a public nature to neighborhood residents; publish and distribute informational and educational materials through printed or electronic means to residents within the neighborhood and the surrounding community
E. Dues: The SBNA shall collect dues to be used for approved SBNA activities and projects.
F. Disbursements Limited: No funds of the SBNA shall be disbursed except in reimbursement of approved expenses or to make payments and distributions in furtherance of the purposes set forth in Article II hereof. Notwithstanding any other provision of these Bylaws, the SBNA shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c),(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
G. Order of Business: All business of the SBNA shall be conducted in accordance with The Modern Addition of Robert’s Rules of Order (revised by Darwin Patnode, Ph.D. 1989).
ARTICLE III: MEMBERSHIP and DUES
A. Membership Eligibility: Membership in the SBNA shall be open to all persons18 years of age or older living within, owning property within, or owning a business or operating an organization within Silver Beach.
B. Annual Dues: Annual dues for individuals, family and business memberships are due January 1 of each year.
C. Rates:
1. Individual - $15.
2. Family - $25.
3. Business or organization - $25.
D. Waver: The Board may reduce annual dues for a particular member due to hardship, upon written application to the Board describing the circumstances justifying the modification.
E. Good Standing: A member in good standing, herein referred to as member, shall be a person satisfying the conditions in Article III Section A who has paid dues for the year in question.
ARTICLE IV: OFFICERS
A. Officers: The Officers of the SBNA shall be:
1. Chair
2. Deputy Chair
3. Secretary
4. Treasurer
B. Elections: Officers must be members in good standing. Officers shall be elected by majority vote at the December meeting of the SBNA with nominations taking place at the November meeting. Nominations may also be submitted, in writing, to the Secretary during the month of November. All nominations must be made with the consent of the nominee.
C. Term: Officers shall assume their positions as of January 1st following the December elections and serve through December 31st of the same year. In the event that a position is unfilled, the officer currently in that position shall continue serving until a successor has been elected.
D. Term Limits: An Officer may serve three (3) consecutive one year terms in one office but must have a one year hiatus before serving in that office again.
ARTICLE V: DUTES OF OFFICERS
A. Chair: The Chair will preside at all meetings and serve as chief executive, coordinating and supervising all activities and programs of the SBNA.
B. Deputy Chair: The Deputy Chair will serve in the absence or the incapacity of the Chair. The Deputy Chair shall coordinate speakers for membership meetings, propose topics for discussion, arrange for special facilities as needed and perform other duties as defined by the Board.
C. Secretary: The Secretary shall maintain a permanent file of all minutes, unfinished business and any records, other than financial, utilized in the business of the SBNA. The Secretary will distribute written and electronic mail, publish the agenda of meetings and perform other duties as defined by the Board. Minutes shall be distributed for comment to the Board within a week of a meeting.
D. Treasurer: The Treasurer shall maintain all accounting records, receive and disburse funds, prepare financial statements as required by law and the Board, maintain a roster of SBNA members in good standing and perform other duties as defined by the Board.
ARTICLE VI: Board
A. Definition: The SBNA Board shall consist of the four officers of the SBNA together with the following:
1. Representative for Government Liaison: The Representative for Government Liaison will represent SBNA on the Mayor’s Advisory Commission as well as other city and county committees necessary to insure SBNA interests are represented.
2. Representative for Neighborhoods Liaison: The Representative for Neighborhoods Liaison will represent SBNA at the Association of Bellingham Neighborhoods and other inter-neighborhood organizations and functions.
3. At Large Representative: The At Large Representative will be responsible for community relations: which includes coordination of SBNA activities with non governmental organizations including resident groups, schools, businesses, churches, or organizations that meet within Silver Beach, as well as other activities to be determined by the Board.
B. Election and Terms: These three Board members (in Section A) shall be elected and serve terms in the same manner as the officers following the provisions of Article IV Sections B, C and D.
C. Number of Members: The Board shall always have an odd number of designated members.
D. Meeting Schedule: The Board shall meet at least at a regularly scheduled time and place designated by the Board. The Chair may call additional meetings as needed. Such meetings are open to the general membership. (Amended 8/9/07)
E. Quorum: A quorum for Board meetings shall be four Board members.
F. Voting: Decisions of the Board are approved by a simple majority of members present except as noted elsewhere in these Bylaws. Voting by proxy shall not be allowed. If a quorum is not present at any meeting of the Board, the meeting must be adjourned until a quorum is present.
G. Special Meetings: Special meetings of the Board may be called by the Chair, or by three or more other Board members on 24 hours notice to each of the other members, if such notice is delivered personally by telephone and email or four (4) days notice if by mail.
H. Act for SBNA: The Board may act for the SBNA between meetings provided it informs the membership of its action at the next meeting of the SBNA.
I. Committees: The board may form such committees as it may deem necessary or appropriate.
J. SBNA Membership: The Board may adopt additional procedures for maintaining and verifying membership consistent with these Bylaws.
K. Vacancies: A Board vacancy shall be filled by majority vote of the remaining Board members subject to approval of the SBNA membership at the next SBNA meeting.
L. Removal: A Board member shall be removed exclusively by the procedure provided in this section. Before any Board member may be removed, a written explanation specifying the alleged sufficient cause which is detrimental to the best interest of the SBNA will be presented to the Secretary (or if the removal of that Board member is sought, presented to the Chair), and a copy of the written explanation be provided to the Board member whose removal is sought. A meeting of the Board will be convened as soon as possible but no longer than the next scheduled meeting to approve or disapprove the removal of the Board member. The affirmative vote of two-thirds of the remaining Board members will be necessary to effect such removal.
M. Resignation: A Board member may resign at any time by giving written notice to the Secretary or the Chair. Unless otherwise specified in such notice, the resignation will be effective upon delivery to the designated officer.
ARTICLE VII: SBNA Meetings
A. Schedule of Meetings: The SBNA shall hold general membership meetings at least quarterly. (Amended 8/9/07)
B. Place of Meetings. The SBNA shall hold its meetings within Silver Beach unless the Board designates some other location and provides timely, public notice to the community.
C. Agenda: The agenda for SBNA meetings shall be prepared by the Chair and circulated to the Board for comment before the meeting date.
D. Open Meetings: SBNA meetings are open to all interested parties.
E. Eligibility to Vote: Only members in good standing are eligible to vote at meetings. Proxy voting is not allowed.
F. Votes: Individual members are entitled to one (1) vote. A family membership is entitled to at most two (2) votes with each family member receiving only one vote. A business or organizational membership is entitled to one (1) vote.
G. Membership Roster: All those voting shall sign the current membership roster before voting on any issue or in any election.
H. Motions: Motions may only be made and seconded by members in good standing.
I. Quorum: A quorum for SBNA meetings shall be ten percent (10%) of the members in good standing.
ARTICLE VIII: SBNA FINANCES
A. Accounts: The Board shall establish accounts for the SBNA in financial institutions as it deems necessary.
B. Deposits: All funds of the SBNA shall be deposited within one week of the date of receipt in an SBNA account.
C. Checks: All checks, drafts, notes, and evidence of indebtedness of the SBNA shall be signed by the Treasurer and one other officer or, in the absence of the Treasurer, by the Chair and the Secretary.
D. Disbursements: The Board shall approve all disbursements of SBNA funds. Requests for reimbursement for money spent must be submitted, in writing, with receipts to the Board. Requests for permission to spend SBNA funds must be made in writing, to the Board. Once granted and executed, receipts must be provided to the Board for expenditures made.
E. No Compensation: No SBNA member may receive compensation merely for acting on behalf of the SBNA.
F. Contracts: Financial expenditures by the SBNA will be made solely in the best interest of the SBNA. Officers, board members and members of the SBNA may contract with the SBNA for services or supplies but only if it can be shown that such contracts are to the financial benefit of the SBNA. Such proof shall mean two or more bids to provide the service or supplies from businesses with no other interest in SBNA activities.
G. Fiscal Year: The fiscal year will be from January 1st through December 31st of the same year.
ARTICLE IX: AMENDMENTS
A. From the Board: The Board shall have the power to propose changes to these Bylaws. Such proposed changes will be published thirty (30) days prior to the next scheduled membership meeting and voted on by the membership in attendance at the scheduled meeting. A record of changes and the dates approved will be made a part of the Bylaws.
B. From Members: A Bylaw change may be proposed at a SBNA meeting by a member in good standing. If such a proposal is approved by a vote of those present, it must be approved again at the next SBNA meeting in order to be included in the Bylaws.
ARTICLE X: INDEMNIFICATION
(Text pending subject to legal review.)
Adopted this ____31ST___day of __May__ , 2007 by affirmative vote of the membership of the Silver Beach Neighborhood Association and subsequently adopted by the Board.
/s/ Michael M. Johnston_
Chair
/s/ Alfred Arkley__
Secretary
Amended: 8/9/07