BYLAWS
OF
HAWTHORNE
HILLS COMMUNITY COUNCIL, INC.
ARTICLE I
General
1. Name. The name of the organization is the Hawthorne Hills Community Council, Inc. (the “Council”)
2. Legal Status.
The Council is a non-profit corporation, incorporated under the laws of
the State of
3. Purpose. The purpose of the Council is to
a) foster
improvement, beautification and betterment of the Hawthorne Hills,
b) identify and address community problems and areas of concern,
c) provide leadership and coordination in community and civic efforts,
d) provide community representation in local, city, county and state political matters,
e) develop community pride and spirit.
ARTICLE II
Members
1. Members. All residents of Hawthorne Hills,
2. Geographical Boundaries. The geographical boundaries for purposes of Council membership eligibility shall be the area bounded by the south side of N.E. 65th Street on the North, the Burke-Gilman Trail on the East and South, and the east side of 40th Avenue N.E. on the West.
3. Dues. Membership dues shall be Twenty-Five Dollars ($25.00) per year per household, payable in advance in October of each year, except that dues for senior citizen members (where the head of the household is age 65 or more) shall be Fifteen Dollars ($15.00) per year.
4. Meetings of Members. Annual general meetings of the members of the Council generally shall be held on the third Wednesday of March of each year. Special meetings of the members may be called by any two or more officers or four or more Trustees of the Council. Such meetings shall be held in the evening at such time and place as is specified in the notice of the meeting. Notice of the date, time and place of such meetings shall be given at least one week (and not more than one month) prior to the meeting, by mail, personal delivery, telephone, posting of sign(s) or by such means as the Board of Trustees determine is reasonably likely bring it to the attention of the members.
5. Order of Business. At the annual meetings of members, the order of business shall be as follows:
a) Calling the meeting to order.
b) Reading of minutes of last meeting.
c) Reports of officers.
d) Reports of committees.
e) Election of officers and Trustee
f) Unfinished business.
g) New business.
h) Adjournment.
6. Quorum and Manner of Acting. The quorum for transaction of business at a meeting of members shall constitute those members present at the meeting. Any business may be transacted at a regular annual meeting of members. Only such matters as are stated in the notice of a special meeting may be acted upon at that special meeting. The act of the majority of the members at any meeting of members shall constitute the act of the Council. Each household that constitutes an active member of the Council shall be allowed one vote, which shall be voted as a unit. Dividing of votes shall not be allowed.
ARTICLE III
Board of Trustees
1. Powers. The affairs, property and interests of the
Council shall be managed by a Board of Trustees, which shall be the governing
administrative body of the Council and shall be responsible for coordinating
the work of the Council. In addition to the powers expressly conferred upon it
by these Bylaws and the Council’s Articles of Incorporation, the Board of
Trustees may exercise all such powers and do all such acts as are allowed under
2. Number. The Board of Trustees shall consist of seventeen members of the Council who are in good standing and shall be composed of the President, Vice President, Secretary, Treasurer, and thirteen (13) members elected by the Council at the annual meeting.
3. Duties. A Trustee shall perform the duties of a director under the Washington Nonprofit Corporation Act. Each Trustee shall perform such duties, including the duties as a member of any committee of the Board upon which the Trustee may serve, in good faith, in a manner such Trustee believes to be in the best interests of the Council, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. In performing such duties, a Trustee shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by: (a) One or more officers or employees of the Council whom the Trustee believes to be reliable and competent in the matter presented; (b) Counsel, public accountants, or other persons as to matters which the Trustee believes to be within such person’s professional or expert competence; or (c) A committee of the Board upon which the Trustee does not serve, duly designated in accordance with these Bylaws, as to matters within its designated authority, which committee the Trustee believes merits confidence; so long as, in any such case, the Trustee acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.
4. Term —— Removal. Trustees shall hold office until the next annual meeting of the members and until their successors are elected and qualified, unless earlier removed, with or without cause, by the affirmative vote of a majority of the whole Board of Trustees.
5. Vacancies. Any vacancies in the Board of Trustees may be filled by the affirmative vote of a majority of the remaining Trustees though less than a quorum of the Board of Trustees.
6. Meetings. Meeting of the Board of Trustees shall be held at least quarterly at such time and place as shall be designated by the President. Special meetings may be called at any time by any of the officers or by any two or more Trustees.
7. Notice.
a. Notice of the date, time and place of a quarterly meeting of Trustees shall be given at least one week (and not more than one month) prior to the meeting and shall be delivered personally or by mail, telephone or electronic mail (email).
b. Notice of a special meeting of Trustees shall be given at least two weeks (and not more than two months) prior to the meeting, stating the date, time and place of such meeting, and the purpose or purposes for which the meeting is called, and shall be delivered personally or by mail, telephone or email.
8. Waiver of Notice. Attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. A waiver of notice signed by a Trustee, whether before or after the time stated for the meeting, shall be equivalent to the giving of notice.
9. Quorum and Manner of Acting. A majority of the members of the Board of Trustees shall constitute a quorum for the transaction of business. At any quarterly meeting of the Board of Trustees at which a quorum is present, any business may be transacted and the Board may exercise all of its powers. Only such matters as are stated in the notice of a special meeting may be acted upon at that special meeting. The act of the majority of Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees, unless otherwise specified by law or by the Bylaws or Articles of Incorporation of the Council.
10. Registering Dissent. A Trustee who is present at a meeting of the Board of Trustees at which action is taken shall be presumed to have assented to such action unless a dissent is entered in the minutes of the meeting, or a written dissent is delivered to the Secretary of the Council prior to or immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Trustee who voted in favor of such action.
11. Executive and Other Committees. An Executive Committee, standing committees or temporary committees may be designated and appointed from its members by majority vote of the Board of Trustees from time to time, with such powers and subject to such conditions as may be prescribed by the Board of Trustees. Such committees may have and exercise all of the authority of the Board of Trustees, except for: electing, appointing or removing any member of such committee or any officer or Trustee of the Council; amending the Articles of Incorporation, adopting a plan of merger or consolidation; authorizing the sale, lease, exchange or other disposition of all or substantially all the property and assets of the Council other than in the ordinary course of business; authorizing the voluntary dissolution of the Council or revoking proceedings therefor; adopting a plan for the distribution of the assets of the Council; amending, altering or repealing any resolution of the Board of Trustees which by its terms provides that it shall not be amended, altered or repealed by such committee; or amending, altering or repealing these Bylaws. All committees so appointed shall keep regular minutes of the transactions of their meetings. The appointment and delegation of authority to any such committee shall not relieve the Board of Trustees, or any individual Trustee, of any responsibility imposed by law.
12. Compensation. Trustees shall not receive any compensation for attendance of meetings or for otherwise acting as a Trustee, committee member or officer of the Council; provided that nothing herein shall prevent a Trustee from receiving reasonable compensation for goods or services rendered to the Council in a capacity other than as a Trustee; and provided that Trustees shall be reimbursed by the Council for such travel and other expenses as the Board of Trustees may prescribe by resolution.
13. Loans. No loans shall be made by the Council to any Trustee.
14. Action by Trustees without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Trustees, or of any committee, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the Trustees, or all of the members of the committee, as the case may be. Such consent shall have the same effect as a unanimous vote.
15. Participation by Conference Call. Members of the Board of Trustees or any committee designated by the Board of Trustees may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
16. Participation by Email. Members of the Board of Trustees or any committee designated by the Board of Trustees may vote on an action without a meeting provided that every Trustee or committee member submits a vote and that the result is unanimous.
ARTICLE IV
Officers
1. Enumeration. The officers of the Council shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, who shall be elected by the members, and such Assistant Secretaries and Assistant Treasurers as may be designated in accordance with these Bylaws.
2. President. The President shall plan and preside at all regular meetings of members and the Board of Trustees; shall have general supervision of the affairs of the Council; and shall perform all such other duties as are incident to the office or are properly required by the Board of Trustees.
3. Vice President. During the absence or disability of the President, the Vice President shall exercise all the functions of the President. The Vice president shall have such additional powers and discharge such additional duties as may be assigned from time to time by the Board of Trustees.
4. Secretary. The Secretary shall issue notices for all meetings, except for notices of special meetings of the members and special meetings of the Trustees; shall have at each meeting a list of all committees, a list of all members in good standing, and a copy of these Bylaws; shall keep minutes of all meetings; shall have charge of the corporate books; and at each meeting shall read the minutes of the previous meeting and make such reports and perform such other duties as are incident to the office, or are properly required by the Board of Trustees. The Secretary may designate an Assistant Corresponding Secretary for issuance of notices of meetings and other transmittal of information to the members. Other Assistant Secretaries may be designated by the Board of Trustees, who shall perform all of the duties of the Secretary, and at other times may perform such duties as are irected by the President or the Board of Trustees.
5. Treasurer. The Treasurer shall collect all dues; shall have the custody of all moneys and securities of the Council; shall keep regular books of account; shall disburse the funds of the Council as may be ordered by the Board of Trustees; and shall at the annual meetings of the members, and from time to time as may requested by the Board of Trustees, report on all financial transactions and the financial condition of the Council. The Treasurer shall perform such other duties incident to the office or that are properly required by the Board of Trustees. Assistant Treasurer(s) may be designated by the Board of Trustees, who shall perform all of the duties of the Treasurer in the absence or disability of the Treasurer, and at other times may perform such other duties as are directed by the President or the Board of Trustees.
6. Delegation. In the case of absence or inability to act of any officer of the Council and of any person herein authorized to act in that person’s place, the Board of Trustees may from time to time delegate the powers or duties of such officer to any other officer or any Trustee or other person whom it may select.
7. Vacancies. Vacancies in any office arising from any cause may be filled by the Board of Trustees at any quarterly or special meeting of the Board.
8. Other Officers. Trustees may appoint such other officers or agents as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Trustees.
9. Term -- Removal. The officers of the Council shall hold office until the next annual meeting of the members and until their successors are elected and qualified, unless earlier removed, with or without cause, by the affirmative vote of a majority of the whole Board of Trustees.
ARTICLE V
Election of Trustees and Officers
1. Election. The Trustees and officers of the Council shall be elected annually by majority vote of the members present at the annual meeting of the members. Voting shall be by show of hands unless otherwise required by majority vote of the members prior to commencement of the elections.
2. Eligibility. No person shall be eligible to be an officer or Trustee of the Council unless such person is a member in good standing.
3. Nominations. A nominating committee shall be selected by the Board of Trustees prior to the annual meeting of members, which shall prepare and submit at the meeting of members a slate of at least one candidate for each position as officer or Trustee. Other candidates may be submitted to the nominating committee by any member in good standing. Prior to the meeting, the nominating committee shall submit to the President or other officer, as designated by the Board of Trustees, the nominating committee’s slate of candidates and any candidates submitted to the nominating committee. Additional nominations may be made from the floor at the annual meeting of members. All nominations of eligible candidates shall be accepted and submitted for vote by the members.
ARTICLE VI
Registered Office and Registered Agent
Unless otherwise designated by the Board of Trustees, the President shall serve as registered agent of the Council and the President’s residence or business office shall be the registered office of the Council. Upon election of a new President it shall be the duty of the out—going President to file such notice of change of registered agent and registered office as may be required by law.
ARTICLE VII
Depositories
The moneys of the Council shall be deposited in the name of the Council in such bank or banks, or other financial institutions as the Board of Trustees shall designate, and shall be drawn out only by check or other order for payment of money signed by such persons and in such manner as may be determined by resolution of the Board of Trustees.
ARTICLE
VIII
Notices
Except as may otherwise be required by law, any notice to any Trustee may be delivered by personal delivery, by email, by telephone, or by mail. Notices shall be deemed effective when delivered in person, when transmitted by email, except in the case that the person sending the notice receives email stating that the message has not been delivered, when acknowledged by the recipient by telephone, or when deposited in the United States mail, postage prepaid, addressed to the addressee’s last known address in the records of the Council.
ARTICLE IX
Indemnification of Officers, Trustees,
Employees and Agents
1. Any person (including that person’s personal representative) who is made or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding of any kind, whether civil, criminal, administrative, or investigative, or by or in the right of the Council, or in a suit to adjudicate such person’s right to indemnity, or otherwise, by reason of the fact that person is or was a Trustee or officer of this Council or is or was serving at the request of this Council or is or was serving at the request of this Council as a trustee, director, officer, employee, or agent of another Council, partnership, joint venture, trust or other enterprise, shall be indemnified against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by that person in connection with such action, suit, or proceeding, if that person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Council and, with respect to any criminal action or proceeding, had no reason to believe such conduct was unlawful. In any action or suit by or in the right of this Council to procure a judgment against such a person, no indemnification shall be made in respect of any claim, issue or matter as to which that person shall have been adjudged to be liable for negligence or misconduct in the performance of duty to the Council unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite an adjudication of liability, that person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper. On request of such person who is made or is threatened to be made a party to any such suit, this Council shall enter into an agreement confirming the foregoing indemnity subject to limitations as provided by law in such instances. The indemnification herein provided for shall continue as to a person who has ceased to be a Trustee or officer of this Council, shall inure to the benefit of his or her heirs, executors, and administrators, and shall be in addition to rights of indemnification provided by law.
2. This Council shall pay expenses incurred in defending a civil or criminal action, suit, or proceeding against which a person shall be entitled to indemnification under Section 1 of this Article in advance of a final disposition of such action upon receipt of an undertaking by or on behalf of the person to repay such amount if the person is not entitled to indemnification as provided by law.
3. This Council may purchase and maintain insurance on behalf of any person who is or was a Trustee, officer, employee, or agent of the Council, or is or was serving at the request of the Council as a Trustee, officer, employee, or agent of another Council, partnership, joint venture, trust, or other enterprise against any liability asserted against and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Council has or would have the power to indemnify that person against such liability under law.
ARTICLE X
Books and Records
The Council shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Trustees; and shall keep at its registered office, a record of its Trustees, giving the names and addresses of all Trustees.
ARTICLE XI
Amendments
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by majority vote of the Board of Trustees at any regular or special meeting, or by the vote of three—quarters of the members present at a regular or special meeting of the members if the proposed change was submitted in writing at the preceding meeting of members.
Adopted by vote of the Council’s members on
Secretary