By-Laws of the Associated Recreation Council
(A Non-Profit Washington Corporation)
ARTICLE I. BOARD OF DIRECTORS
Section 1.01. Management. Subject to the limitations of the Articles
of Incorporation, other sections of the By-Laws, and of Washington law,
the management and administration of the affairs of this Corporation
shall be by a Board of Directors.,
Section 1.02. Powers. Without limiting general authority, the
Board of Directors shall have the following powers:
1. To select and remove all the other officers, agents and employees
of the Associated Recreation Council and to make rules and regulations
not inconsistent with law, the Articles of Incorporation or By-Laws;
fix their compensation; and require from the said individual as may
be deem necessary as security for faithful service.
2. To conduct, manage and control the affairs and business of the Associated
Recreation Council and to make rules and regulation not inconsistent
with law, the Articles of Incorporation or the By-Laws.
3. To delegate the authority as may be necessary to officers, agents,
or committees, to borrow money and incur indebtedness for the purposes
of the Associated Recreation Council and for that purpose to cause to
be executed and delivered, in the Associated Recreation Council's name,
promissory notes, bonds, debentures, deeds of trust, mortgages, pledges,
hypothecations, and other evidence of debt and securities.
4. To act as the representative body for the collection and disbursement
of all funds and capital and/or monies generated by donations, gifts
5. To provide for an annual audit which shall be performed by an independent
Certified Public Accountant. A quarterly report of all financial activity
will be submitted by the Accounting Manager for approval to the Board
of Directors and to the Superintendent of Parks and Recreation for inspection.
6. To establish, and amend as needed, policy and procedure guidelines
for the collection and disbursement of participant fee-generated funds.
This power will be limited by an underlying policy that will require
that the individual member advisory councils approve any expenditure
of funds held for them by the Associated Recreation Council.
7. To establish policy and procedual guidelines related to purchases
8. To act as contract grantor/executor where appropriate.
9. To establish and develop long and short term investment programs.
10. An annual report shall be prepared and presented at an annual meeting
of the Assocated Recreation Council. This report shall be subject to
and in accordance with the provisions outlined in RCW 42.17400 (4),
Public Disclosure Law (Initiative 276).
Section 1.03. Limitation of Liability. No member of the Board
of Directors shall be personally liable for the debts, liability or
obligations of the Association. Any and all creditors of the Associated
Recreation Council shall look only to the assets of the Associated Recreation
Council for payment.
Section 1.04. Vacancies. Vacancies occurring in the Board of
Directors may be filled by a majority vote of the Directors at any regular
meeting or at any special meeting called for that purpose, and any Director
so elected shall hold that office until the next annual meeting.
Section 1.05. Composition of the Board of Directors. The number
of Directors of the Associated Recreation Council shall be a minimum
of 5 and no more than 15. The directors shall be elected at an annual
meeting, time and date to be designated by the Board of Directors for
that purpose. To insure broad representation of all the various types
of Advisory Councils on the Board of Directors, the Directors' positions
shall be filled by persons representing the Advisory Councils and the
general public in the following manner:
(Amended October 12, 1983 To wit: That, due to the departure from the
Associated Recreation Council of the Performing and Visual Arts Advisory
Councils; that positions number 5 and number 9, to this date reserved
for the Arts, be changed to number 5 Community Center, and number 9
Athletics (golf, team/field sports, pools, etc.
Outdoor Recreation and Environmental Education
(Include Discovery Park, Camp Long, etc.
Arts (now Community Center)
Arts (now At Large)
Outdoor Recreation and Environmental Education
Persons shall be nominated to positions on the Board of Directors by
a nominating committee made up of a chairperson from the Board and three
members for the general membership of ARC. Inital selection of the Board
of Directors shall be made by the Superintendent of Parks and Recreation.
The term of office of each director shall be for three years. No more
than one-third of the directors positions shall be filled by election
in any year.
Section 1.06. Place of Meeting. Meetings of the Board of Directors
shall be held at such place and time as may be designated from time
to time by the Board of Directors and specified in the notice of the
Section 1.07. Annual, Regular, and Special Meetings; Notice.
Annual meetings of the Board of Directors shall be held during the period
15 September - 15 October, (amended June 1991 to wit: Annual meetings
of the Board of the Directors shall be held during the period 10 October
- 30 October). A scheduled of regular meeting may be fixed by resolution
of the Board, and no notice thereof other than the existence fo such
resolution of the Board shall be required. Special meetings for any
purpose may be called at time with 48 hours written notice.
Section 1.08. Quorum; Vote; Action Without A Meeting. A majority
of the Board of Directors shall constitute a quorum for transaction
of business. Except as provided in the immediately following sub-paragraphi,
1.09, the concurrence of a majority of Board members present at a meeting,
at which a quorum is present, shall be an act of the Board of Directors.
Any action that may be taken by Board members at a meeting may be taken
without a meeting by unanimous consent of all Board members, evidenced
by a memorandum and subscribed to in writing by all Board members,
setting forth the action so taken and filed with the Secretary of the
Associated Recreation Council,
Section 1.09 Special Actions. In order for the Board of Directors
to act on any of the following matters, the concurrence of two-thirds
of all members then in office shall be required. The notice of such
meeting whether regular or special shall state any proposal to repeal
or amend these By-Laws.
1. The appointment and removal of the person to serve as the Accounting
Manager of the Associated Recreation Council, or by whatever title is
given to him.
2. Any disposition of surplus funds.
3. Amendments to By-Laws.
4. A merger, consolidation, liquidation or dissolution of the Associated
Section 1.10. Resignation. Failure of a Director to attend
two of any three consecutive regular, (including the annual), or special
meetings of the Board of Directors without submission, in advance of
the second absense, or an excuse acceptable to the Executive Committee,
shall automatically constitute a resignation from the Board of Directors.
ARTICLE II. OFFICERS
Section 2.01. Election of Officers. Officers will be elected
by the Board of Directors at the first meeting following the annual
meeting, such meeting to be held within ten days of the annual meeting.
Section 2.02. President. The President shall be the chief executive
officer of the Associated Recreation Council and shall have general
supervision over the business of the Associated Recreation Council,
and over its several officers, subject, however, to the approval of
the Board of Directors. He or she shall preside at all meetings of the
Board of Directors. He or she may sign and execute in the name of the
Associated Recreation Council deeds, assignments, mortgages, bonds,
contracts, and other instruments duly authorized by the Board of Directors,
and generally shall perform all dutes incident to the office of President
and such other duties as may from time to time be assigned to him or
her by the Board of Directors. He or shall shall, whever it may in his
or her opinion by necessary, prescribe the duties of officers and employees
of the Associated Recreation Council whose duties are not otherwise
Section 2.03. Vice President. The Vice President shall assist
the President in the performance of his or her duties and shall perform
such other duties as may from time to time be assigned to him or her
by the members of the Board of Directors or the President. At the request
of the President, or in his or her absence or disability, the Vice President
shall perform all duties of the President and, when so acting, shall
have the powers of, and be subject to all restructions upon the President.
Section 2.04. Secretary. The Secretary shall:
1. Certify and keep at the principle office of the Associated Recreation
Council the original or a copy of the By-Laws, as amended or otherwise
2. Keep at the office of the Associated Recreation Council or such other
place as the Board of Directors may order, a book of minutes of all
meetings of the Board of Directors and members, recording therein the
time and place of holding, whether regular or special and if special
how authorized, notice thereof given, and the names of those present
3. See that all notices are duly given in accordance with the provisions
of these By-Laws or as required by law;
4. Be custodian of the records;
5. Exhibit at all reasonable times to requesting individuals upon application
the By-Laws and the minutes of the proceedings of the Board of Directors
of the Associated Recreation Council;
6. In general, perform all dutes of the officed Secretary and such other
duties as may from time to time be assigned.
Section 2.05. Accounting Manager. The Accounting Manager shall
be appointed by and under the authority of the Board of Directors and
shall be responsible for the general direction of the day-to-day affairs
and operations of the Associated Recreation Council, in accordance with
policies laid down by the Board of Directors. He or she shall submitt
to the Board any and all matters requiring their attention. Annually,
and at such other times as may be required, he or she shall present
to the Board of Directors any and all matters requiring their attention.
Annually, and at such other times as may be required, he or she shall
present to the Board of Directors reports upon the affairs of the Associated
Recreation Council. He or she shall give bond to be borne by the Associated
Recreation Council. The fiscal responsibilities of the Accounting Manager
and the limitation upon his or her fiscal authority shall be established
by the Board of Directors acting upon the general direction of the Superintendent
of Parks and Recreation.
ARTICLE III. MEMBERS
Section 3.01. Members. Members of the Associated Recreation Council
shall be limited to one representative from each officially recognized
Advisory Council as recognized by the Superintendent of Parks and Recreation
and such individuals as may be elected to membership of the Board of
Directors by nomination. Members shall have full voting rights in the
selection of the Board of Directors.
ARTICLE IV. PARLIAMENTARY AUTHORITY
Section 4.01. Rules of Order. The rules contained in the most recent
edition of Robert's Rules of Order, Newly Revised, shall govern all
meetings of the Associated Recreation Council where those rules are
not inconsistent with the Articles of Incorporation or special rules
of order of the Associated Recreation Council.
ARTICLE V. EXECUTION OF CHECKS AND DRAFTS
Section 5.01. Manner of Execution. All checks, draft and order
for payment of money, or tranfer of property shall be signed in the
name of the Associated Recreation Council by such officer or officers
or agent or agents as the Board of Directors shall from time to time
designate for that purpose.
Section 5.02. Authorization. The Board of Directors may, except
as otherwise provided in the By-Laws, authorize any officer or agent
to enter into any contract or execute any instrument in the name of
and in behalfr of the Associated Recreation Council. Such authory may
be general and confined to specific instances. Unless so authorized
by the Board of Directors, no officers, agent or employees shall have
any power or authority to bind the Associated Recreation Council by
any contract or engagement, or to pledge its creadit or to render it
liable for any purpose or for any amount.
ARTICLE VI. COMMITTEES
Much of the work of the Board of Directors shall be accomplished through
the appointment and efforts of various committees.
Section 6.01 Standing Committees. The following Standing Committees
shall be appointed annually, and each Committee shall be chaired by
a member of the Board of Directors. In lieu of appointment of such Committees,
the Board of Directors may act as a Committee of the Whole responsible
for that Committee's function.
Any Director may attend meetings of any Standing Committee, however,
only those Directors appointed to a Standing Committe by the President
shall have the vote at meetings of that Standing Committee.
The organization of each Standing Committee, including any sub-committee
structures, shall be determined by the respective Standing Committee
members and approved by the Board.
Responsibilities of each Standing Committee shall be determined and
assigned by the Board. The areas of responsibility for each Standing
Committee shall include:
1. The Executive Committee shall consist of all of the elected
officers of the Board of Directors and shall:
a. Act as advisory to the President, and assist as necessary,
in the general supervision of the business of the Associated Recreation
b. Consider and propose changes to the policies and procedures of the
Associated Recreation Council, including but not limited to changes
in the By-Laws; and,
c. Act in concert, at the direction of the Board, to finalize decisions
on such as equipment purchases, service contracts, and other decisions
as specified by the Board;
d. Develop and recommend long-range plans to achieve the purposes of
the Associated Recreation Council.
2. The Budget and Finance Committee shall:
a. Draft the Board's annual operating budget; and,
b. Consider and recommend changes to the wage schedules of the employees
of the Associated Recreation Council.
Section 6.02. Ad Hoc Committees. Committees shall be formed
from time to time under authorization of the Board to deal with a specific
purpose or situation. Each Ad Hock Committee shall be chaired by a Director
and may consist of other Directors and/or members as the President shall
Any Ad Hoc Committee created by the Board shall be automatically dissolved
at the time of the Board's Annual Meeting unless its continuation is
explicitly re-authorized by the Board.
July 11, 2007