Bylaws Subcommittee — WORKING DRAFT
Distributed at 1.22.09 CHCC meeting
Bold text indicates topics or questions in which the subcommittee seeks input from the CHCC members.
Capitol Hill Community Council Bylaws
Adopted [insert month] 2009
ARTICLE I: Name
Section 1. The name of this organization shall be the Capitol Hill Community Council.
ARTICLE II. Purpose
The Capitol Hill Community Council (CHCC) shall be a nonprofit membership corporation organized for the purpose of preserving while improving the neighborhood and encouraging a sense of community. The Council shall serve the best interest of the Capitol Hill community by:
• Providing leadership in the investigation of community needs;
• Informing and communicating with city agencies in an effort to protect and represent the interests of the community; and,
• Working collaboratively with other organizations and persons having similar interests.
ARTICLE III. Membership
Section 1: Membership qualification
Membership consists of all persons living within the boundaries of Capitol Hill, owning property or a business within the boundaries of Capitol Hill, employed within the boundaries of Capitol Hill, or having a demonstrated interest in Capitol Hill (see Article X).
Section 2: Membership roles
All members are encouraged to attend meetings, actively participate in discussion and bring forth issues of importance to the Council. Members are entitled to vote on issues submitted to the members and one vote for each officer at elections. A person not meeting membership criteria may be granted membership by a quorum vote.
Section 3: Membership Fees [Confirmation is needed on whether or not the Council can legally accept membership dues/fees.]
Members may contribute a $30 suggested annual membership fee. Membership or voting entitlement is not based on membership fee, ability to pay or donation amount.
ARTICLE IV. Boundaries
Capital Hill is bounded by I-5 to the West (just east of downtown Seattle), by 520 to the North, by E. Pike and E. Madison streets to the South, and by 23rd and 24th Avenues East to the East. Link to Seattle City Neighborhood Map: http://clerk.ci.seattle.wa.us/~public/nmaps/html/NN-1210L.htm
ARTICLE V. Meetings
A meeting schedule for the CHCC shall be established by the current CHCC Elected Officers. The Secretary shall take steps to see that the community receives notices of forthcoming meetings. Meeting dates will be listed in the Capital Hill Times, posted electronically and posted in a minimum of three (3) public places within the boundaries of Capitol Hill.
A. There shall be at least nine (9) regularly scheduled meetings held per year.
B. All meetings of the CHCC and its committees, with the exception of Officer Meetings, are open to the public.
C. Notice of General Meetings: 10 days notice of place and date will be given for General Meetings.
D. Annual Meetings: Shall be held for the purpose of electing officers and transacting such other business as may properly come before the CHCC. Thirty (30) days advance notice of place and date will be provided for Annual Meetings.
E. Special Meetings: Five (5) days notice of place date will be given for Special Meetings. In the case of an emergency, a Special Meeting may be called with the approval of a majority of officers.
The following individuals or groups can call a special meeting for any purpose;
Council President, the Executive Committee, or no less than three (3) members eligible to vote.
F. Executive Committee Meetings: Advanced notice of not less than 5 days will be given for Executive Committee Meetings.
G. Quorum: A quorum for the transaction of business at General, Special, and Annual Meetings shall constitute a majority of elected officers and four (4) CHCC members.
ARTICLE VI. Decision-making
A. The authority of the CHCC originates from the community and the Council's inherent interest in the quality of life within the neighborhood. Since all persons in the community, as defined under Article III Membership, can participate in the CHCC the Council legitimately represents their interests and can act on their behalf.
B. Robert's Rules of Order shall govern this Council where applicable and in which they are not inconsistent with these bylaws.
C. All members of the CHCC are eligible to vote at the general meeting and special meetings convened by the Council. A simple majority of the members entitled to vote and who are present when quorum exists shall be sufficient to pass any business when not otherwhise specified in these bylaws. Votes shall be counted by a show of hands.
D. Elected officials have the authority to act on behalf of the CHCC, in their roles as defined by the bylaws, as elected representatives of the community. Appointed representatives do not have the authority to act on behalf of the CHCC, unless the council has voted on such issue. All acts on behalf of the CHCC must be reported at the following general meeting.
ARTICLE VII. Elected Officers
Elected Officers and appointed representatives may not use their authority with the intent or for the purpose of personal, political, or financial gain.
Section I: Officers
The elected officers shall consist of President, Vice President, Secretary and Treasurer and three At Large representatives.
The duties of the President shall be to: i) preside at all CHCC meetings; ii) shall appoint and dissolve committees excluding the Executive Committee; iii) perform as a liaison between the membership and the public and shall be responsible for overseeing the obligations of other officers; iv) prepare agendas for general and Executive Committee meetings; v) report on the actions of the Elected Officers; and vi) perform other duties as may be delegated by the CHCC.
B. Vice President
The Vice President shall: i) serve in the absence of the President; ii) develop and encourage broader membership participation; iii) implement fund-raising; and iv) perform other duties as delegated by the President or CHCC.
The secretary shall: i) keep minutes of all General meetings, including a summary of actions taken and assignments made presented at each subsequent meeting; ii) notify all members of the next general meeting date, time and place within 10 days prior to each meeting (Public notice of Special Meetings should occur in no less than three days) ; iii) maintain a list of all active members' names, addresses, and preferred method of contact; iv) present nominations before elections and publicize the election results; v) and shall serve as the primary media contact for the Council. The Secretary shall have a copy of the CHCC Bylaws and Robert's Rules of Order available at all meetings. The Secretary shall also keep record of past notices and meeting minutes.
The Treasurer shall: i) establish and maintain accounting records and bank accounts of the Capitol Hill Community Council; ii) receive and disburse funds as instructed by the CHCC in accordance with the laws and regulations relating to nonprofit corporations; iii) file appropriate reports, as required by law; iv) present a report on the financial position of CHCC at each meeting of CHCC. iv) Have bank statements available at general meetings for review. v) Have financial records available for review at any public request. vi.) Assist the Vice President in fund raising.
E. At Large representatives
At Large representatives will serve as officers to help ensure that the interests of geographically distinct Capitol Hill community groups and individuals are represented on the Council. Until At Large representatives are selected during the election at the Annual Meeting, the officers shall nominate the representatives to be confirmed by the CHCC at the next General Meeting by a majority vote. At Large representatives will assist with outreach.
ARTICLE VIII. Committees
Section 1: Executive Committee
The Executive Committee shall consist of the seven (7) officers.
Section 2: Sub-Committees
A. The Council shall strive to develop Standing and Special subcommittees that address the relevant concerns and needs of the community. The goal of such committees will be to work with existing agencies to achieve desired results. Special Committees may be formed by the CHCC Officers or Board by majority vote of CHCC members.
B. Subcommittee Chairpersons can be nominated by any member and approved by majority vote of the CHCC members meeting quorum requirements. A Chairperson should be appointed at the Committee's inception.
C. Each Chairperson of Standing and Special Committees shall be prepared to report on committee activities at regular meetings of the CHCC or designate a representative.
Section 3: Term limits [Discuss at General Meeting prior to adoption.]
Does the membership of the Council wish to enact term limits? If so, what should they be?
ARTICLE IX. Elections
Section 1: Elections
A.Elections for all officers shall be held annually. Term length shall be approximately one year and one month (or 13 month) terms. During the transition between Officers following an election, the out-going officer will serve in an advisory role to the new officer for one month.
B. Elections will take place on the 3rd Thursday of June, or no less than thirty (30) days after an election is announced.
C. The candidate for each office receiving the highest number of votes shall be declared the winner.
D. In the event of a tie, another vote will take place the following Thursday. If a tie occurs in the second vote, the election will be determined by a coin toss.
Section 2: Nominations
A. Officer nominations must be presented during the May CHCC monthly meeting.
B. Anyone that is a member of the CHCC can nominate any other member of the community for office, including him or her self.
C. Ballots shall be printed listing formally nominated candidates and allowing space for write in candidates. [Does the membership wish to allow write-in candidates?]
D. Pre-Election Publicity
i. It is the obligation of current CHCC officers to publicize the nomination deadline, no less than thirty (30) days before the date of the election.
ii. Between the nomination deadline and the election, it is also the obligation of current CHCC officers to publicize the nominees, as well as, the date/time/place of the election.
Section 3: Vacancies
A. In the event of a vacancy during the term, an emergency election shall be held.
B. The vacancy must be announced by the officers at a monthly meeting. At this time, the officers will begin publicizing the nomination deadline. The nomination deadline will be the following monthly meeting.
C. As in the annual election, anyone that is a member of the CHCC can nominate any other member of the CHCC for office, including him or her self.
D. The election will be held at the monthly meeting immediately following the nomination deadline.
E. Vacancies can be caused by: i) death, ii) resignation, iii) unexcused absence from two consecutive meetings, and iv) neglect of duties. Reasons iii and iv) are to be determined by a majority vote of the membership present at a meeting where a quorum exists.
ARTICLE X. Finances
A. The Treasurer will establish and maintain all bank accounts.
B. The President and Treasurer may authorize expenditures of up to $100. The Treasurer shall report all such expenditures at the next CHCC meeting.
C. The CHCC must approve all ongoing expenditures or amounts in excess of $100 by majority vote.
ARTICLE XI. Recall or Removal of an Officer
A. Recall of an Officer
i. Any CHCC member can initiate the process to recall an officer.
ii. To initiate a recall election, at least one member of the CHCC must present an argument as to why an officer should be recalled.
iii. The membership is encouraged to debate the recall before a vote is held. A member can proposed to postpone the vote until the next CHCC meeting.
iv. Approval the recall election requires a two-thirds vote of the members at a regularly scheduled CHCC meeting, provided that a quorum exists.
v. The recall election must be held at the following CHCC monthly meeting.
B. Removal of an Officer
i. During the recall election, formal arguments for and against removal of the officer shall be presented, followed by a debate among CHCC members.
ii. Members of the CHCC will vote wheather or not the officer is to be removed.
iii. Removal shall be enforced if the number of votes in favor of removal is greater than the number of votes that oppose. Abstention shall be considered a vote to oppose.
C. The following are reasons an officer can be recalled and/or removed: i) Repeated failure to perform stated duties; ii) Non-attendance. All elected officers are required to attend all CHCC scheduled meetings. Elected officers must notify CHCC president of just cause for absence. In any case, an elected officer who misses two (2) consecutive meetings or three (3) meetings in a term, may be removed; iii) Failure to adhere to the stated purpose of the CHCC; and iv.) Misuse of authority.
ARTICLE XII. Record Keeping
All files (including: letters, agendas, minutes, sign-up rosters, reports) and other pertinent information printed and maintained by the CHCC, its Elected Officers and appointed representatives shall be kept at the City of Seattle Neighborhood Service Center (East District) at the Capitol Hill Branch Library for a minimum of five (5) years from the date of the document. Only the Officers may remove files. Prior to removal an officers must provide his or her printed name, current contact information, and a description of the file(s) to be removed. All files must be returned within two weeks.
ARTICLE XIII. Non-Discrimination
The CHCC strives to provide an opportunity for all residents to participate in an environment that is free from discrimination on the basis of race, color, national origin, sex, marital status, sexual orientation, gender identity, political ideology, income, age, religious affiliation, ancestry, veteran status, and sensory, mental or physical disability.
ARTICLE XIV. Bylaws
Section 1: Bylaws review and revision
A. Changes to the bylaws shall be by vote of two-thirds of the members of the CHCC present at the meeting considering such a change. The CHCC shall not consider or vote on any change to the Bylaws until the next meeting after the initial introduction of such change.
B. The Bylaws shall be reviewed and revised every three years as necessary. A Special Committee shall be set up for this function when necessary.
Section 2: Washington Nonprofit Corporation Act
The Washington Nonprofit Corporation Act (RCW 24.03) shall govern an organization unless otherwise specified in the organization’s bylaws or articles of incorporation. The Act is the “default” provision, which is used in the event that the council’s bylaws do not address a particular topic.
ARTICLE XV. Conflict of Interest [The subcommittee seeks input from CHCC members on this entire section.]
A The Council shall make efforts in reviewing any perceived conflict of interest.
B. A conflict of interest exists if an officer or Committee Chair receives any financial compensation, financial benefit, personal benefit or accepts employment with or is under professional contract to the Council.
C. Reimbursement of a officer expenses of approved expenses are not considered a conflict of interest.
It is the obligation of officers and members to notify the Council either verbally or in writing if a potential or perceived conflict of interest or duality of interest arises.
A conflict of interest will also exist if any officer or member is directly employed by or related to any party having an interest that is adverse or potentially adverse to the purposes of the Council.
Such officer or board member shall disclose to the council the existence of such conflict and may not participate in voting on matters affecting the parties to the conflict, unless such conflict is waived by a majority of the Board.
Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the board shall ensure that:
The interest of such officer or director is fully disclosed to the board of directors.
No interested officer or director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting of the board of directors at which such matter is voted upon.
Any transaction in which a director or officer has a financial or personal interest shall be duly approved by members of the board of directors not so interested or connected as being in the best interests of the organization.
Payments to the interested officer or director shall be reasonable and shall not exceed fair market value.
The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.
Suggestions: First line could be more clear, such as: "The Council shall make an effort to review any and all perceived conflicts of interest." In the second line, maybe add "Officers-Elect" to the list? The line, "Payments to the interested officer or director shall be reasonable and shall not exceed fair market value" seems unclear to me… Can we remove this statement or revise it to be more clear? As a conflict of interest is rather subjective, and can open a large can of worms, I believe stating that no officer with a conflict of interest can vote is excessive. Can we qualify this a bit more by stating that any conflict of interest can be voted upon by the CHCC to determine its relevance, and if determined that the conflict of interest is highly relevant, THEN the officer is not allowed to vote?
ARTICLE XVI. Dissolution
1. Active Dissolution
a. In the event the CHCC can no longer operate for any reason, the members can decide to dissolve by a two-thirds majority vote.
b. Any remaining assets of the CHCC shall be donated to the charity or non-profit organization selected by a majority vote of the members at the dissolution meeting.
c. Dissolution will be effective upon 30 days after the vote.
2. Passive Dissolution
a. In the event the CHCC goes dormant for x # of days, the process of active dissolution shall be engaged, as applicable. [for discussion at CHCC community meetings]