BY-LAWS OF THE ROOSEVELT NEIGHBORS ALLIANCE
The following are the By-Laws of Roosevelt Neighbors Alliance, a corporation incorporated under the Nonprofit Corporations Act of the State of Washington (also referred herein as “RNA”), as stated and effective March 6, 1985.
ARTICLE I Membership
1.1 Classes of membership. There shall be two classes of membership: Regular Members and
Associate Members. Regular membership may be by an individual or by a household. Regular membership shall be those individuals or households in which one or more individuals reside who: (a) are 18 years and older; (b) reside (whether as owner-occupants or tenants), or who own residential property, within the area of Seattle bordered on the West by Interstate 5, On the North by N.E. Ravenna Boulevard, on the East by Brooklyn Avenue NE, and on the South by N.E. 45th Street, and (c) submit membership applications and pay dues as established from time to time by the Board of Directors.
A person shall be deemed to reside within the above –described boundaries if he or she maintains his or her principal place of residence therein, and residence shall not include the occupancy for business or commercial purposes of a property within the described area. Regular members shall have all voting rights as established by these by-laws or the corporation’s articles or as a matter of law.
Associate members shall be those persons or organizations not qualified to become regular members who submit membership applications and pay dues as associate members as established from time to time by the Board of Directors. Associate members are non-voting.
Honorary members are non-dues paying, non-voting persons selected by the RNA Board to receive the special privilege of membership to honor their service to the community. This member shall not have voting rights or other privileges given to dues paying members.
1.2 Nondiscrimination. No person shall be denied membership or discriminated against on the basis of Race, religion, creed, color, national origin, age, handicap, sex or sexual orientation.
ARTICLE II Meetings
2.1 Annual Meeting. The Annual Meeting of the Members shall be held at such time and place in Seattle, Washington, as shall be selected by the Board of Directors. This most commonly shall be the last meeting of the year or the first meeting of the year, based upon a schedule acceptable to Board of Directors.
2.2 Special Meetings. Special Meetings of the Members may be called by the Board of Directors or by any 10 Regular Member
Board of Directors meetings shall occur on a regular basis (as determined each year) by the Board of Directors. Regular meetings and Board of Directors meetings are open to all.
Regular membership meetings may focus on special speakers or topics. Regular membership meetings may focus on special speakers or topics, but may also include discussion of policy, issues and resolutions.” Board of Directors meetings may focus primarily on discussion of issues, policy and resolutions.
2.4 Notices. The Secretary assisted by the Editor shall distribute written notice of the time and place of the Annual Meeting and all Special Meetings of the Members and, in the case of a Special Meeting, the purpose or purposes for which the meeting is called to each Member at his or her address as shown on the records of RNA at least 10 days prior to and no more than fifty days prior to the date of the meeting. Notice of the time and place of any regular Monthly Meeting shall be made in the RNA newsletter delivered to each Member at the address shown on RNA’s records.
2.5 Election of Officers/Directors. The President, Vice President, Secretary , Treasurer, Members-at-Large (3 – 5) Librarian and Editor shall be elected by the Regular Members at the Annual Meeting as provided for herein and shall take office thirty (30) days following acceptance of the election or at the following meeting of the Board of Directors.
2.6 Fixing of Dues. Dues for all classes of Members shall be established upon recommendation of the Board of Directors by the Members at the Annual Meeting.
2.7 Nominating Committee. The Board of Directors may, but is not required to, appoint a nominating committee consisting of the Vice President and at least one and up to three Regular Members who shall prepare and submit a slate of proposed officers/directors at the Annual Meeting.
2.8 Quorum. One-tenth (1/10) of the Regular Members shall constitute a quorum for the transaction of business and the holding of elections at Annual or Special Meeting of Members. Any Annual or Special meeting which has been duly called may be continued from time to time until a quorum is present. Those Regular members who are present at a regular monthly meeting shall constitute a quorum.
2.9 Voting Requirements. All business, including the election of officers and directors, shall be by voice vote unless two-thirds of those present request that any matter be voted upon by secret written ballot. Only Regular Members may vote, with each individual member and each household member entitled to one vote. A bare majority of those Regular Members present voting in favor of a matter shall be required for its adoption or enactment, except on any matter which involves the dissolution of the corporation or the merger, sale or encumbrance of all or substantially all of the property of the corporation, in which case a two-thirds (2/3) majority shall be required. Such a sale, lease, exchange, or other disposition of all or substantially all of the property and assets shall be made upon notice and in the manner set forth under RCW 24.06.240. Officers of the corporation shall be elected on the basis of a majority of votes cast for the office. Whenever in any election no nominee for office has received a majority of the votes cast for the office the two persons receiving the highest number of votes shall compete in a runoff election to be held at the same meeting.
Voting by proxy shall not be permitted except when received in writing by the secretary at the commencement of the meeting, signed by the person giving the proxy, and naming a Member present as the proxy.
2.10 Voting by Board of Directors on Business and Resolutions. The Board of Directors shall vote on issues, policy and resolutions at Board meetings as representatives of the Regular Members. These votes shall be recorded in the Board Meeting minutes made available to all members (upon request and/or for review at Regular meetings).
ARTICLE III Directors – Officers
3.1 Directors. The affairs of RNA shall be managed by a Board of Directors consisting of the President, Vice President, Secretary, a Treasurer, and 3 – 5 at-large Members of the RNA as elected from time to time by the Regular Members.
3.2 Officers. The officers of RNA shall be a President, a Vice President, a Secretary, and a Treasurer; each of whom shall serve for a term of one year or until their successors have been elected by the Regular Members and accepted office. The duties of the officers are as hereinafter set forth. No officer, except the treasurer, may hold the same office for more than two consecutive terms, unless by special agreement of the Board of Directors (in case of limitations of volunteer capabilities).
3.3 Duties of the President. The President shall preside at all meetings of the RNA and at all meetings of the Board of Directors and shall be an ex-officio member of all committees. The President shall have authority to sign, with the Secretary or any other officer of RNA authorized by the Board, any contract or other instrument which the Board has authorized to be executed except where the Board has expressly delegated such authority to some other person. The President may appoint committees from time to time to inquire into and report on matters pertaining to RNA. The President shall keep records of business, policy, letters, newsletters and resolutions for the Membership. These records may be kept in paper and/or electronic form.
3.4 Duties of the Vice President. The Vice President shall preside at all meetings of the RNA when the President is absent, and shall assume all duties of the President in the management of RNA when the President is absent or incapacitated for a prolonged period of time as determined by the Board of Directors and shall automatically succeed to the office of the President upon the President’s resignation or removal from office.
3.5 Duties of the Secretary. The Secretary shall keep the minutes of the meetings of the Directors and the Members and shall prepare and present minutes at RNA meetings or publish them in a the organization’s newsletter (a summarized, but substantive form) to the Members. The Secretary shall keep the membership records. The Secretary shall also organize an annual membership drive and work with the Editor to provide notice of RNA meetings to Members.
3.7 Duties of the Librarian. If a Librarian is appointed or volunteers: The Librarian shall maintain a library of reference materials applicable to RNA business.
3.8 Duties of the Editor. The Editor shall organize and publish the RNA newsletter prior to regular RNA meetings and shall organize a newsletter distribution network. The Editor may also assist the Board in many forms of communications outreach such as e-mail announcements/ updates/ memos and press releases. The Editor may organize a committee as authorized by the Board to accomplish these tasks.
3.9 Authority of the Board. In carrying out the management of RNA, the Board of Directors may upon majority vote take any and all action it deems necessary for the conduct and management of RNA business based on the policies adopted at meetings of the Members. A quorum of at least 50% of the Board of Directors is required for the transaction of business. At least twenty-four hours’ written or oral notice of a Board of Directors’ meeting shall be given. The Board shall not incur expenses in any amount greater than $250.00 unless expressly authorized to do so at a meeting of the Members Board of Directors.
3.10 Removal of Officers. Any officer or director may be removed by a vote of two-thirds of the Regular Members present at a special meeting called for that purpose.
3.11 Vacancies. Any vacancy arising in any office or among the Board of Directors shall be filled by appointment of a successor, except the office of President, by the Board of Directors.
ARTICLE IV Amendment of By-Laws
4.1 Amendments. These By-laws may be amended by two-thirds of the Regular Members present at any annual or special meeting, the notice of which has set forth the nature of the proposed amendment.
THIS IS TO CERTIFY that the foregoing By-Laws of the Roosevelt Neighbors Alliance constitute its AMMENDED By-Laws as of February 6, 2002.