The object of the Samish Island Community Club is to own, administer, maintain and improve the Samish Island Community Hall, conduct activities for its members which promote the welfare of the Samish Island community, maintain and improve the Samish Island neighborhood, foster a sense of community, promote the general welfare of its residents, and maintain and nurture its natural environment and history. These Bylaws are intended to foster a sense of neighborhood community among all who live or work on Samish Island and to maintain and nurture its natural environment and history. These Bylaws should be interpreted to encourage open and thoughtful debate and active participation by all members of the Community.
Section 1. Qualifications
All residents and owners of property with addresses on Samish Island 18 years
of age or older are Members of the Samish Island Community Club (hereafter "Club"
or "Members").
Section 2. Declaration
of Non-Membership
Any Member may file with the Secretary a declaration of Non-Membership and the
Secretary shall keep a record of all such declarations. The declaration can
be reversed at any time. This section does not permit the Club to expel any
Member.
Section 3. Honorary and
Associate Members
The Membership may grant Honorary or Associate Memberships, without voting rights
or the right to hold office, to anyone for any length of time.
Section 4. Meetings
Meetings of the Members shall be held during January of each year at the Samish
Island Community Hall, or at such other time or place as shall be designated
by the Board of Directors. Notice of the time, place and proposed agenda of
Meetings of the Members shall be published in advance in the Shore Lines, or
such other newsletter as shall be published by the Club. The meetings are open
to the public.
Section 6. Voting
Only Members are permitted to vote. Each Member has one vote. Proxy voting is
prohibited.
Section 7. Political
Candidate Endorsements
The Club shall not endorse, nor expend funds, for any candidate for political
office.
Section 8. Expenditures
of Club
Funds Expenditure of Club money may be made by Resolution.
Section 1. Records
Club Records include the minutes of the Club Member and Board meetings, correspondence,
record books, financial records and accounts, membership lists, corporate records,
reports of committees, a copy of each Newsletter, and records of any other sort.
All Club records (either by copies or originals), including corporate records,
except the financial records, shall be maintained by, and are the responsibility
of, the Secretary. The Treasurer shall maintain and be responsible for all financial
records.
Section 2. Access
All Club Records are open to inspection and copying by any Member at a reasonable
time and place. No Member information may be disseminated to the public or used
for commercial purposes. Information as to Members’ names, addresses and
telephone numbers may be disseminated to other members, subject to the right
of any Member to elect to not have such information as to that Member so disseminated.
Section 3. Transfer of
Records
All Officers and Directors, upon leaving office, shall transfer all Club Records
in their possession to their successor or to the Secretary.
Section 1. Composition
and Terms of Office
The Officers of the Club shall consist of a President, a Vice President, a Secretary,
and a Treasurer. The officers are elected at the Annual Member Meeting for a
term of one year. All officers must be Members of the Club. The term of office
begins after the Annual Meeting is adjourned and continues until a replacement
is elected or appointed.
Section 2. Duties, Responsibilities and Powers
(a) President: It is the duty of the President to:
In the absence or disability of the Treasurer, the President is empowered and authorized to receive and disburse monies belonging to the Club and to sign checks on the accounts in the Club's name. In the absence or disability of the Secretary, the President is empowered and authorized to appoint a temporary Secretary. Upon the election or appointment of a new President the past president shall attend the Director meetings as a non-voting member for a period of six months.
(b) Vice President
In the absence or disability of the President, his or her duties and responsibilities
shall be discharged by the Vice President who will have all the authority of
the President.
(c) Secretary
The Secretary shall keep a record of all business conducted at meetings of the
Membership and of the Board. He or she shall:
The Secretary is designated and appointed the registered agent for the Corporation and his or her address shall be the official address for corporate purposes. The Secretary may accept payment of dues and shall forthwith transmit the same to the Treasurer.
If the President and the Vice President are absent from any meeting, the Secretary shall act as President pro tem until a presiding officer is selected.
(d) Treasurer
The Treasurer shall collect all annual dues and receive all monies belonging
to the Club and maintain a regular accounting. He or she shall:
ARTICLE IV – BOARD OF DIRECTORS
Section 1. Composition
and Terms of Office
The Board of Directors is composed of the President, Vice President, Secretary,
and Treasurer of the Club, all serving ex officio, together with three additional
Directors elected by the Membership. The term of all Officers is one year. The
term of office of an elected Director is three years, with the original terms
set so that one Director is elected every year. All Directors must be Members
of the Club. The term of office begins after the Annual Meeting is adjourned
and continues until a replacement is elected or appointed.
Section 2. Duties Responsibilities
and Powers
The Directors manage the Club in accordance with these Bylaws, Articles of Incorporation
and any Standing Rules, specifically, they shall:
Section 3. Meetings
Directors meetings shall generally be held every month at date, time and
location on Samish Island selected by the President; Provided that the Directors
may set a different schedule to be published in the Newsletter. A meeting of
the Directors may be cancelled by majority vote of the Directors at a preceding
meeting. Special meetings of the Directors may be called at any time and place
by any officer or any three Directors if there is sufficient Notice, unless
such Notice is waived by every Director. All Director meetings are open to any
Member.
Section 4. Voting
Each Director, including ex-officio members, has one vote. Neither Absentee
nor Proxy voting is permitted.
Section 5. Use of Title
of Office
No Officer or Director may use his or her title as representing Samish Island
Community Club, or any of its subordinate bodies, unless so authorized by the
Articles of Incorporation, the Bylaws, Membership or the Directors.
Section 6. Indemnification
of Directors and Officers
Each Director, Director or Officer, now or hereafter serving the Club, and his
or her representative, executors and personal representatives, shall be indemnified
by the Club against all liabilities, judgments, awards, costs and expenses,
including counsel fees, incurred in any proceeding to which he or she may be
a party or become involved by reason of being or having been a Director, Officer
or employee of the Club. In such cases where the Director, Officer or employee
is guilty of willful misfeasance, misconduct or nonfeasance in the performance
of duties or acted outside the scope of authority granted by the Membership,
no right of indemnification exists.
Section 7. Conflict of
Interest
A conflict of interest exists whenever a Director, or his or her immediate family,
has a financial or political interest or is under contract or employed by either
the Club itself or any person, agency, business or other entity that seeks or
would desire to influence the Club's actions or polices. Such Director shall
immediately disclose to the Board the existence of the conflict and, unless
permitted by a majority of the remaining Directors, may not participate in voting
on matters affecting such interest.
Section 1. Appointment
The President, with the approval of the Directors, shall make appointments from
the Membership for all committees, standing or special, and committee chairs.
Unless determined in the standing rule or enabling motion, no Committee shall consist of fewer than three members, not including the President who is a non-voting ex officio member of every committee unless otherwise specified.
A chair shall be designated to preside over each committee. Such chair shall either be appointed by the President with the approval of the Directors; or, at the discretion of the President, shall be elected by the members of the committee with the approval of the Directors.
Section 2. Duties and
Responsibilities
Committees may meet informally. They need not take minutes although any
member may submit a statement of position, either majority or minority, for
Club records, to be read and considered by the Directors and the Membership.
Two or more Committees may meet together to discuss common problems or issues.
Committees are encouraged to seek assistance from the entire Membership. Committee
Meetings are open to the Membership.
The Committee chairs shall be responsible for reporting Committee activities to the Directors or the Membership at least quarterly, and the board shall publish timely summaries of such reports in the Newsletter. In addition, the chair of each standing committee shall present a yearly report of the committee's activities and accomplishments to the Annual Meeting. The chairs of standing committees shall also submit the date, time and place of every committee meeting so that it can be published in the Newsletter.
Committees do not have any authority other than that granted by the Membership, the Directors or these Bylaws. Designation and appointment of any Committee and any delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director of any responsibility imposed by law, the Articles of Incorporation or the Bylaws.
Section 3. Removal
Appointed members, including chairs, of any Committee may be removed from a
Committee by a majority vote of the Directors.
Section 4. Formation
Standing Committees are created by a Standing Rule enacted by the Membership.
Special Committees are created either by the Membership or the Directors.
ARTICLE VI – NOMINATIONS & ELECTIONS
Section 1. Nominations
All Nominations for Officers and Directors may be made either: (1) by a
nominating committee if one is created, or the Board prior to the annual Membership
meeting, (2) from the floor at the annual Membership meeting, or (3) by written
notice signed by the candidate.
Section 2. Elections
The election of the Officers and Directors shall be held at the Annual Meeting.
Officers are elected by a majority of the valid votes cast in an office by office
race. Directors shall be elected at large, by plurality vote, with single votes
permitted.
Contested elections shall be conducted by secret ballot.
ARTICLE VII – VACANCIES & REMOVAL
Section 1. Vacancies
Within 60 days of a vacancy the Directors shall, by appointment, fill all Director
and Officer positions. Such appointments shall be until the next regular election
at which time the Membership shall elect for the balance of the term. No appointment
made pursuant to this Article is void or invalid for lack of a quorum of Directors.
Section 2. Removal
Any Officer or Director may be removed by a 2/3 vote of those Members present
at a Membership meeting following 30 day Notice of such action given to the
Officer or Director, and to the Membership.
Section 1. Amount
The annual dues for regular Members shall be determined from time to time
by a vote of the Directors.
Section 2. Payment
Payment of Dues is encouraged yet voluntary.
ARTICLE IX – NON-PROFIT STATUS
Section 1. Income
No part of the net income of the Club may, under any circumstances, inure
to the direct benefit of any Member, Director or Officer. The Club shall not
loan money or credit to its Officers, Directors, Directors or Members. This
section does not prevent reimbursement to any Member for approved costs, or
such costs as subsequently shall be ratified by the Board..
ARTICLE X – DISBURSEMENTS & CONTRACTS
Section 1. Disbursements
All Disbursements shall be by bank check. Checks in the amount of one hundred
dollars ($100) or more shall bear the signatures of the Treasurer and at least
one other officer authorized by the Board of Directors or the Membership to
sign checks.
Section 2. Contracts
The President, together with the Secretary, shall sign all written contracts
and obligations unless otherwise provided by vote of the Directors or the Membership.
No contract is valid or binding upon the Club unless so signed.
ARTICLE XI – SUSPENSION & AMENDMENT
Section 1. Suspension
No Article or Section of these Bylaws may be suspended. Standing Rules and
Rules of Order may be suspended by a 2/3 vote of Members present at a meeting.
Section 2. Amendment
These Bylaws may be amended or repealed at any meeting by 2/3 of the Members
voting if such amendment or motion to repeal is presented in writing, read and
discussed at a Club meeting.
ARTICLE XII – MISCELLANEOUS RULES
Section 4. Quorum
A quorum for the transaction of business for any Membership meeting is 10
members, including at least two officers. A quorum for the transaction of business
for any Director meeting is a majority of those Directors currently holding
office. Committee meetings have no quorum requirement.
Section 5. Notice
Notice is sufficient if made by publication in the previous Newsletter or, in
the alternative, by posting at the Samish Island Community Hall and the Samish
Island Bulletin Board, if any. Notice, unless otherwise indicated, must be given
at least seven days before any vote or action.
Section 6. Supersede
previous Bylaws
These bylaws supersede and render void all provisions of all previous bylaws.
ARTICLE
XIII - DISSOLUTION
Section 1. Dissolution.
Upon dissolution of the Corporation upon a majority vote of the Members attending
an annual meeting or special meeting duly noticed and conducted, the Officers
and Directors shall satisfy all debts of the Corporation, then dispose of the
remainder of all assets of the Corporation, real and personal, to one or more
charitable organizations as shall be decided by the Members, or, there being
no such decision, by decision of the majority of the remaining Officers and
Directors.
APPROVED BY VOTE OF THE MEMBERSHIP, January 22, 2005.