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GRAND MOUND ROCHESTER PARK ASSOCIATION

BYLAWS

ARTICLE I.  NAME AND PURPOSE

 Section 1.  Name:   The name of the Association shall be GRAND MOUND ROCHESTER PARK ASSOCIATION.

 Section 2.  Purpose:                The purpose of the Association is to assist with the procurement and disbursement of funds and/or in-kind contributions for the development of and sustainability of parks and open spaces in the community.

                 The Association is organized exclusively for these charitable and educational purposes, including for such purposes, the making of distributions to organizations that qualify as exempt under Section 501(c)(3) of the Internal Revenue Code of 1986.

 Section 3.  Corporate Seal:                The Corporate Seal is not issued nor authorized.

 Section 4.  Exempt Organization:     No part of the net earnings of the Association shall inure to the benefit of, or be distributed to, its members, Board of Directors, Officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes set forth in Article I, Section 3 hereof.  No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including publishing or distribution of statements) any political campaign on behalf of any candidate for public office.  Notwithstanding any other provision of these Bylaws, the Association shall not carry on any other activities not permitted to be carried on according to appropriate Washington State and Internal Revenue Service regulations for Not-For-Profit organizations 501(c)(3).

 

ARTICLE II.  MEMBERSHIP

 Section 1.  Members:   Any person interested in and capable of furthering the purposes of the Association shall be eligible for membership.

 Section 2.  Application for Membership:   All membership applications are to be submitted to the Association Treasurer and/or shall be presented to the Membership Chairperson or any officers of the Association.

 Section 3.  Dues:  The Board of Directors will evaluate and communicate dues information as needed.

 Section 4.  Resignation, Termination, and Suspension:

 a)                  A member may resign by letter addressed to the Board of Directors.  Resignation shall be effective upon approval of the BOD.

b)                  The Board of Directors may suspend a member at any time for infraction of any Association rule or for any other cause if the Board of Directors shall deem such action to be in the best interests of the Association.  The Board of Directors shall immediately notify a member so suspended, in writing, of the suspension.  The suspended member shall thereafter be entitled to a reasonable opportunity to be heard, in person or through a representative, by the Board of Directors or a committee appointed by it concerning his/her suspension.  The Board of Directors may thereafter continue for a definite term, terminate or rescind the suspension or expel the member, and its decision shall be final.

 Section 5.  Payment of Funds:  All funds for membership and events shall be in U.S. funds at the exchange rate as of the date on the check, money order, or cashier’s check.

  

ARTICLE III.  MEETINGS OF THE MEMBERS AND ELECTIONS

 Section 1.  Annual Meeting:                The Annual Meeting of the Association shall be held in April of each calendar year for presenting the reports of officers, committees, and boards, and such other business as may lawfully come before the meeting.  The time and place of the Annual Meeting, which will be held in conjunction with a regular membership meeting, shall be established by the Board of Directors.

 Section 2.  Membership Meetings:     Special meetings shall be held at such time and place as the Board of Directors shall designate.  The meetings may include reports to the members regarding Association business and may include social functions.

 Section 3.  Special Meetings:                Special meetings of the Association may be called at any time by the Board of Directors.

 Section 4.  Voting:     At all voting meetings of the members, a quorum shall consist of a majority of the Association members present in the meeting.

 Section 5.  Nominations:     The membership meeting in February shall be a nomination meeting.  Nominations of candidates for Elected Officers and Committee members may be made in writing, if signed by two members in good standing, mailed or delivered to the Secretary, and received by the nomination meeting.  Nominations may also be made by any members in good standing at the membership meeting.

 Section 6.  Elections:                Voting for Elected Officers, and for Amendments of the Articles of Incorporation and/or Bylaws shall be by official ballot, which may be filed with the Officer in charge of the meeting or his/her designee, by mail or in person.  The Association shall adopt procedures for balloting, which shall be published in the Manual of Board Policies and Procedures.

 Section 7.  Elections of Officers:                  Elections of officers shall be held such that the ballots are due no later than at the scheduled membership meeting in February.

 Section 8.  Rules of Procedure:                All meetings of the Association, the Board of Directors, and Committees shall be conducted in accordance with “Robert’s Rules of Order”.

  

ARTICLE IV.  OFFICERS

 Section 1.  Number and Term of Elected Officers:                    The elected Officers shall consist of President,  Vice-President, Secretary, and Treasurer.  Each shall serve a term of two years commencing on May 1st of each year.  No person shall hold more than one elected or appointed voting office at any one time unless permission is granted by the Board of Directors.

 Section 2.  Qualifications of Officers:     Any member in good standing may be elected or appointed by the Board of Directors to an elective position.

 Section 3.  Duties of Elected Officers:     In addition to the duties set forth in these Bylaws, the Board of Directors shall adopt a position description for each Officer or Director which shall be published in the Manual of Board Policies and Procedures.

 a)                PRESIDENT:     The President shall serve as a voting member of the Board of Directors of the Association and shall preside at all meetings of the members and the Board.  The President shall perform those duties ordinarily pertaining to a chief Executive Officer and those duties set forth in the Manual of Board Policies and Procedures.  The President shall also serve as an ex officio member of all committees of the Association.

 b)            VICE-PRESIDENT:  The Vice-President shall serve as a voting member of the Board of Directors of the Association and shall support the activities of the President.  In the event of the Presidents absence, the Vice-President shall serve in their place until their return.

 b)                SECRETARY:     The Secretary or that officer’s designee shall attend all Association meetings and General Membership meetings and shall record all minutes and notes and maintain a file thereof.

 c)                TREASURER:     The Treasurer shall be the Chief Financial Officer of the Association (appointment approval from the Board of Directors shall be no later than January 1st of each year).  The Treasurer shall supervise and maintain records concerning the receipt, custody, control, and expenditure of all assets and liabilities of the Association, and shall give bond at the Association’s expense if so required.  The Treasurer shall be responsible for collecting and securing payment of all funds owed to the Association from any source.  The Treasurer shall be authorized to sign checks and contracts on behalf of the Club.  The Treasurer is responsible for administering and submitting all State and Federal tax transmittals at the appropriate times.

  

ARTICLE V.  BOARD OF DIRECTORS

 Section 1.  Jurisdiction:         The Board of Directors shall, through the Officers, manage the affairs and property of the Association.  The Board of Directors shall establish and publish policies, and publish, at least annually, a balance sheet and income statement, a long range plan stating specific goals, objectives, and priorities of the Association, and shall be empowered to make future commitments as may be desirable to implement such goals and objectives of the Association.  The Board of Directors shall also provide direction and support to the Officers in the implementation of the Association’s goals and objectives.  Directors shall attend meetings of the Board of Directors, act as liaison between members and the Board and Officers, and perform committee assignments and other special projects as assigned by the President.

 Section 2.  Chairperson:     The President shall automatically serve as Chairperson of the Board of Directors.

 Section 3.  Qualifications, Number and Terms:  The Elected Officers shall automatically serve as Directors.  There also shall be five elected Directors who shall serve for terms of two years or until their successors are appointed and qualified.  Of the five elected Directors, two terms shall expire each year, and the other three terms shall expire on the succeeding year and so on.

 Section 4.  Meetings:                Regular meetings of the Board of Directors shall be held at least monthly. 

 Section 5.  Policies and Procedures:                The Board may adopt policies and procedures for operation of the Association from time to time.  All policies and procedures shall be adopted in writing and kept in a manual of Board policies and procedures which shall be maintained and updated at least annually by the Secretary.

 Section 6.  Filling Vacancies:                In the event of the death, resignation, lapse of membership, relocation out of the jurisdiction of the Association, or other incapacity of an elected Officer, the remaining members of the Board of Directors may declare the office vacant.  In such event, the Board of Directors shall elect a new Officer from among those members of the Board who are elected Directors, except in the case of the President/Chairperson whose position shall be filled by the Vice-President.

                

ARTICLE VI. MEETINGS

Section 1.  Meetings:                Regular meetings of the Association shall be held at least monthly.  They shall normally be held on the second Thursday of the month.  The place, day, and hour of such regular meetings of the Association shall be published in local newspapers, the Association web site and/or the reader board.  Such regular meetings shall be conducted in a place convenient to a majority of the membership and shall be open to any member of the community.  Other meetings of the Association may be held at any place and time designated by a majority of such members, with or without notice.

Section 2.  Quorum:                A majority of the members of the Association in attendance of the meeting shall constitute a quorum for the transaction of business.

Section 3.  Policies and Procedures:                The Association may adopt policies and procedures for operation of it’s events from time to time.  All policies and procedures shall be adopted in writing,  approved by the Board of Directors.

Section 4.  Minutes:                The Secretary shall keep a binder of the minutes of the Association which shall reflect all motions voted on by the Board and any other action taken by the Board.

Section 5.  Turnover of Officers:               In April of each year, the regularly scheduled meeting of the Association shall be held with newly elected Officers and shall be briefed on pending unresolved business of the Association and  operations and be provided necessary documents and manuals for performance of their duties.  Newly elected Officers and Directors shall not vote at the turnover meeting.

Section 6.  Filling Vacancies:                In the event of the death, resignation, lapse of membership, relocation out of the jurisdiction of the Association, or other incapacity of an elected Officer, the remaining members of the Association may declare the office vacant.  In such event, the Association shall elect a new Officer from among those members of the Association.

                In the event that an Officer misses three consecutive unexcused meetings of the Association, the remaining members of the Club may declare the office vacant.

 

ARTICLE VII.  FISCAL YEAR

                 The Fiscal year of this organization shall be the calendar year.

  

ARTICLE VIII.  PERSONAL LIABILITY

                 All persons or corporations extending credit to, contracting with, or having any claim against the Association or members, shall look only to the funds and property of the Association for the payment of any debts, damages, judgments or decrees or any other money that may otherwise become due or payable to them from the Association, so that neither the members of the Association, nor the members, present or future, shall be personally liable therefore.

  

ARTICLE IX.  INDEMNIFICATION

                The Board of Directors are authorized, regardless of the adverse interest of any or all the Directors, to indemnify and reimburse, at Association expense, any persons made a party any action, suit or proceeding by reason of the fact that he/she, or a person whose legal representative or successor is or was a Director, Officer, or employee of the Association, for expenses including attorney’s fees, and such amount of any judgment, money decree, fine penalty or settlement for which he/she may have become liable as the Directors deem reasonable, actually incurred by him/her in connection with the defense or reasonable settlement of any such action, suit or proceeding, or any appeal therein, except in relation to matters as to which he/she, or such person whose legal representative or successor he/she is, is finally adjudged in such action, suit or proceeding, to be liable for negligence or misconduct in the performance of his/her duties as set forth in these Bylaws.

 

ARTICLE X.  AMENDMENTS

                 The members of the Association may propose an amendment to the Articles of Incorporation or Bylaws by submitting such proposal in writing to the Secretary.  A proposal submitted by the members shall be reviewed by the Board of Directors.    The committee shall consider the propriety of the proposal, taking in to account the intent of the petitioners and the suitability of the inclusion of the proposal in primary instruments such as the Articles of Incorporation and Bylaws, and shall draft the proposed amendment into suitable language.

                 Proposals of either origin shall be submitted to the vote of the entire membership by mailing notice of the proposal and form of ballot to all members in accordance with these Bylaws.  Each member shall be entitled to one vote on each proposal submitted to the membership.  If at least two-thirds of the members voting are in favor of the amendment, it shall be adopted.  The Secretary shall cause the result of the balloting to be published for the information of the entire membership.

                 Changes to the Bylaws and Policy and Procedures Manual may be made by the Association at any scheduled meeting.  Changes must have the greater of two-thirds of the vote’s cast to be approved.  Voting would be achieved using a write in ballot, wherein the results would be published in local newspapers and posted on the Association web site following the voting meeting.  The Secretary shall cause the result of the balloting to be published for the information of the entire membership.

 

ARTICLE XII.  EFFECTIVE DATE AND SUPERSESSION

 These Bylaws are effective MAY 1st, 2006, and supersede all prior copies of Bylaws, policies, procedures or practices inconsistent with these Bylaws.

  

 

_____________________________                _____________________________

Mary Lewis, President/CEO                                  William Liddle, Vice-President

 

 

_____________________________                _____________________________

Kim Craddock, Treasurer                                            Rachel Palmer, Secretary

 

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