Proposed Amended LCCA Bylaws
November 16, 2013
LOPEZ COMMUNITY CENTER ASSOCIATION LOPEZ ISLAND, WASHINGTON REVISED AND RESTATED BYLAWS
ARTICLE I - MEMBERSHIP
Section 1. Everyone who resides or owns property on Lopez Island, Washington, is a Member of the Lopez Community Center Association, the (“Association”). Section 2. Participation in the Association can be in the form of written comments to the Board of Trustees and participation at meetings. Section 3. Membership privileges include electing members to the Board of Trustees, voting on matters brought before the Members by the Board of Trustees, and approving amendments to the Bylaws. Each Member shall possess one vote on matters coming before the membership. All voting at meetings of the membership shall be by each Member in person and voting by proxy shall not be allowed.
ARTICLE II - BOARD OF TRUSTEES
Section 1. Eligibility - Any Member of the Association is eligible to be a Trustee.
Section 2. Responsibilities - The Board of Trustees shall manage the business, affairs, and property of the Lopez Community Center Association as provided by these bylaws. Performance of these duties and responsibilities shall be consistent with, and in support of, the Mission of the Lopez Community Center Association. The Mission of the Lopez Community Center Association is to initiate, coordinate and promote performing and visual arts and other cultural, educational and recreational activities that enrich the entire Lopez Community. Further, these duties and responsibilities shall also be performed in a manner that is compliant with all applicable laws and regulations; that preserves any non-profit status under both State and Federal Regulations; that maintains fiscal viability; and that conforms to all other local agreements and contracts.
Section 3. Members - The Board of Trustees shall consist of no more than fifteen 15) and no fewer than seven (7) with a majority of the Trustees constituting a quorum. When there is a student filling the position allowed for in Section 9 of this article, the number of Trustees can be as many as sixteen (16). Each Trustee shall possess one (1) vote on matters coming before the Board. All voting at meetings of the Board of Trustees shall be by each Trustee in person, and voting by proxy shall not be allowed.
Section 4. Elections - The Trustees shall be elected by a majority vote of the membership voting at the annual meeting of the membership.
Section 5. Term of Office - Each Trustee shall serve for a three (3)-year term. The initial Board of Trustees shall draw lots, and one third shall serve for one (l) year initially, one third shall serve for two (2) years initially, and the remaining Trustees shall serve for three (3) years initially. Trustees may be re-elected but may not serve more than three (3) consecutive three (3)-year terms. Trustees appointed to a partial term may serve the remainder of that term and three (3) additional three (3)-year terms.
Section 6. Vacancies - Vacancies on the Board of Trustees may be filled by a majority vote of the remaining Trustees. A Trustee elected in this manner shall be elected to fill the unexpired term of the predecessor. Any vacancy to be filled by reason of an increase in the number of Trustees shall be filled by election at the annual meeting of the membership or at a special meeting called for this specific purpose.
Section 7. Removal - A Trustee may be removed from the Board when sufficient cause for such removal exists. Failure to attend three (3) or more consecutive meetings may be a cause for removal pending review of circumstances. The Board of Trustees shall adopt such procedures for the removal of a Trustee as it may in its discretion consider necessary for the best interests of the organization. Any Trustee may be removed from office by a three-quarters vote of the membership present at any regular or special meeting of the membership. Notice of the proposed removal of a Trustee must be given to such Trustee at least ten (10) days prior to the date of the meeting at which such removal is to be voted upon. Such notice to the Trustee must state the cause for the proposed removal.
Section 8. The Board at its discretion may create honorary, non-voting positions on the Board. The term will be designated in the motion supporting this action. Such action requires a two-thirds (2/3) affirmative vote of the Board membership.
Section 9. The Board at its discretion may create a student position on the Board. The tenure is for one year, though a student may be re-appointed to no more than one additional term. The procedure for selecting the student will be determined by the Board each year.
ARTICLE III - ELECTIONS AND OFFICERS
Section 1. Nominating Committee - A Nominating Committee of at least three (3) shall be appointed for the purpose of developing an annual slate of candidates for membership on the Board of Trustees. The Nominating Committee shall be appointed at least forty-five (45) days prior to the annual meeting. The Chair of the Board of Trustees shall appoint the chair of the Nominating Committee who shall select the remaining members, at least one of whom must be an Association Member not currently serving on the Board. A slate of candidates shall be announced in a manner which is likely to reach a significant portion of the Association membership at least seven (7) days prior to the annual meeting. No more than two (2) members of the Nominating Committee may be nominated for positions on the Board. Nominations shall be open from the floor at the time of the annual meeting. The newly elected Board members shall assume their positions on January 1 of year following their election. The existing Board and officers will continue to serve until this time.
Section 2. Operational Structure - The Officers of the Board of Trustees shall consist of the Chair, Vice-Chair, Secretary, and Treasurer. The Nominating Committee shall present a slate of officers to the Board of Trustees for election at the first meeting of the new Board. Further nominations may be made at this time. No person may serve more than three (3) consecutive terms in any one office.
Section 3. Duties of the Chair - The Chair shall preside at meetings of the Board of Trustees and of the membership. The Chair shall be authorized to enter into legal obligations on behalf of the Association with the approval of the Board of Trustees. The Chair shall prepare the annual report to the members and perform other duties as assigned by the Board of Trustees.
Section 4. Duties of the Vice-Chair - The Vice-Chair shall perform the duties of the Chair in his/her absence and shall perform other duties as assigned.
Section 5. Duties of the Secretary - The Secretary shall record the minutes of the meetings of the Board of Trustees and of the annual or special meetings of the membership; maintain committee minutes; distribute minutes to Trustees and members as appropriate; keep the seal of the Association; keep attendance; do correspondence; and have other powers and perform other duties as assigned. The Secretary, with prior Board approval, may appoint an assistant to perform duties as designated by the Secretary. This assistant need not be a member of the Board.
Section 6. Duties of the Treasurer - The Treasurer shall serve as the chief financial officer of the Association, with general supervision of finances, investments, accounting and auditing of the association's financial records, and preparation of an annual budget, subject to the approval of the Board of Trustees. The Treasurer shall present a financial statement at each regular meeting of the Board of Trustees and at the annual meeting of the membership, and shall perform other duties as assigned. The Treasurer shall disburse the funds of the Association under the policy direction of the Board of Trustees. The Treasurer may appoint, with prior Board approval, an Assistant Treasurer who is a member of the Board of Trustees to perform duties as designated by the Treasurer. The Treasurer may delegate duties to Member(s) of the Association to be performed under his/her supervision.
Section 7. Vacancies - An officer vacancy shall be filled for the remainder of the term by a simple majority vote of the Trustees at a regular or special Board of Trustees meeting.
ARTICLE IV - MEETINGS
Section 1. There will be no less than four (4) meetings of the Board of Trustees and one (1) annual meeting of the Membership. during a calendar year, the annual meeting of the Membership to be held during the last quarter. Unless otherwise stipulated in these Bylaws, all votes at meetings of the Board of Trustees shall be decided by a majority of Trustees present and eligible to vote at a meeting at which a quorum is present. Votes at meetings of the membership shall be decided by a majority of those present and eligible to vote.
Section 2. Any Member may attend a Board of Trustees meeting, and there will be a specified agenda time for public participation at all regular meetings.
Section 3. Special meetings of the Board of Trustees may be called as the Board and/or Chair shall deem necessary for the competent management of the affairs of the Association or by written petition signed by ten (10) Members of the Association.
ARTICLE V - FUNDS
Section 1. All funds collected by the Association or received as gifts/donations shall be used for the purposes of this Association as stated in its Articles of Incorporation.
Section 2. Upon winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed to a non-profit fund, foundation, or corporation which is organized and operated exclusively for charitable, educational, religious, and/or scientific purposes and which has established its tax exempt status under section 501c(3) of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue Laws as the Officers shall determine. Any such assets not so disposed of shall be disposed of by the Superior Court of the County in which the principal office of the Association is then located, exclusively for such purposes or to such organizations as said Court shall determine.
ARTICLE VI - AMENDMENTS TO THE BYLAWS
Section 1. Amendments to these Bylaws must be approved by a two-thirds (2/3) vote of the Board membership at a regularly scheduled meeting before they are presented to the Association membership for final ratification.
Section 2. The Bylaws may be amended by a two-thirds (2/3) majority vote of the members present at the annual meeting.
Section 3. Notification of proposed Bylaw changes shall be announced in a manner which is likely to reach a significant portion of the Association membership at least twenty (20) days prior to the annual meeting at which the changes will be voted on.
ARTICLE VII - INDEMNIFICATION PROVISIONS
Section 1. Each Board member or Association committee member, or Association Officer or managing agent exercising the powers of the Board, shall be indemnified against expenses (including attorney's fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding, if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interest of the Association and with respect to any criminal action or proceeding had no reason to believe his/her conduct was unlawful. In any action or suit by or in the right of this Association to procure a judgment against such person, no indemnification shall be made in respect of any claim, issue, or matter as to which he shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Association 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, he/she is fairly and reasonably entitled to indemnification for such expenses which 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 Association 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 Association, shall inure to the benefit of his heirs, executors and administrators, and shall be in addition to rights of indemnification provided by law.
Section 2. The right of indemnification conferred in this Section I shall be a contract right and shall include the right to be paid by the Association the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses in advance of the final disposition of a proceeding shall be made only upon delivery to the Board of Trustees of an undertaking, by or on behalf of such person as listed in Section 1, to repay all amounts so advanced if it shall ultimately be determined that he/she is not entitled to be indemnified under this Section 1 or otherwise.
Section 3. This Association may purchase and maintain insurance, at its expense, to protect itself and any individual who is a trustee, officer, employee, or agent of the Association, or is serving at the request of the Association, as a
trustee, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him/her and incurred by him/her in any such capacity or arising out of his status as such, whether or not the Association has or would have the power to indemnify him/her against such expense, liability, or loss under law.
Section 4. The Association may, by action of its Board of Trustees from time to time, provide indemnification and pay expenses in advance of the final disposition of a proceeding to employees and agents of the Association with the same scope and effect as the provisions of this Article with respect to the indemnification and advancement of expenses of Trustees and officers of the Association or pursuant to rights granted pursuant to, or provided by, the Washington Nonprofit Corporation Act or otherwise.
ARTICLE VIII· COMMITTEES
Section 1. Committee of Trustees - The Board of Trustees, by resolution adopted by a majority of the Trustees present at a regularly scheduled meeting at which a quorum is present, may designate and appoint one or more committees.
Section 2. Other Committees and Boards - Other committees and boards not having and exercising the authority of the Board of Trustees in the management of the Association may be designated by resolution adopted by a majority of the Trustees present at a regularly scheduled meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the Association, and the Chair of the Association shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in that person's judgment the best interest of the Association shall be served by such removal.
ARTICLE IX - CHECKS, DEPOSITS, AND GIFTS
Section 1. Checks, Drafts, or Orders - All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Association, shall be signed by such officer or officers or agent or agents of the Association, and in such manner as shall from time to time be determined by resolution of the Board of Trustees. In the absence of such determination by the Board of Trustees, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the Chair or Vice-Chair of the Association.
Section 2. Deposits - All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Trustees may select.
Section 3. Gifts - The Board of Trustees may accept on behalf of the Association any contribution, gift, bequest, or device for any purpose of the Association.
ARTICLE X - BOOKS AND RECORDS
Section 1. The Association shall keep correct and complete books and records of accounts and shall also keep minutes of membership meetings and meetings of the Board of Trustees. On written request all books and records of the Association may be inspected by any member, or his/her agent or attorney, for any proper purpose at any reasonable time.
ARTICLE XI - FISCAL YEAR
Section 1. The fiscal year of the Association shall begin on January 1 and end on December 31 of each calendar year.
ARTICLE XII - SEAL
Section 1. The Board of Trustees may provide a corporate seal, which shall be a circle with the name of the Association inscribed therein.
ARTICLE XIII - WAIVER OF NOTICE
Section 1. Whenever any notice is required to be given under the provisions of Chapter 24.03 RCW or under the provisions of the Articles of Incorporation or the Bylaws of the Association, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Adopted by the Board of Trustees: February 24, 1988. As Amended: January 9, 2006 and December 9, 2012