Bylaws

  • ARTICLE I:    Name, Area, Address

    • Section 1    Name

      • The name of this organization shall be the Richmond Beach Community Association (hereinafter referred to as the "Association").

    • Section 2    Area

      • The area included within the community of Richmond Beach shall be considered to be bounded on the north by the Snohomish-King County line, on the south by 190th Street NW and the community of Innis Arden, on the east by 8th Avenue NW and on the west by Puget Sound.

    • Section 3    Address

      • The address of the Association is:
        Richmond Beach Community Association
        P.O. Box 60186
        Richmond Beach, WA 98160

  • ARTICLE II:    Purpose

    • Section 1

      • It shall be the purpose of the Association to promote the welfare of the community of Richmond Beach, Washington, and to encourage civic betterment among residents.

    • Section 2

      • The Richmond Beach Community Association is a not-for-profit corporation, organized and existing under the laws of the State of Washington. The Association shall not engage in any activities or exercise any powers not permitted under Section 501(c)(3) of the Internal Revenue Service Code of 1954.

  • ARTICLE III:    Membership

    • Section 1

      • Membership is available to any person of legal voting age in Washington State who subscribes to the interests of the Association. Membership shall consist of two (2) classes: individual membership and associate membership. Individual membership is available to any person who resides within the geographic area of Richmond Beach. An individual member is entitled to engage in all activities of the Association. Associate membership is a non-voting membership available to any other interested person or business.

    • Section 2

      • Use of the Association to promote special interests of any individual or group is prohibited. Upon due notice as provided for by these Bylaws for special meetings, a hearing shall be held by the Board of Directors, and on majority vote of the Board of Directors, any member violating the purpose of the Association shall be suspended.

    • Section 3

      • No person shall be denied any right of membership on the basis of race, sex, religion, color, national origin, handicap, or political affiliation.

  • ARTICLE IV:    Board of Directors, Directors, Officers and Agents

    • Section 1    Directors

      1. There shall be nine persons on the Board of Directors of the Association, each elected to serve a two-year term by a majority vote of the Association's individual members voting at the annual election in May.
      2. Directors shall serve no more than three consecutive two-year terms (six years).
      3. The executive, financial, and general administrative functions of the Association shall be vested in the Board of Directors (hereinafter referred to as the "Board").
      4. The Board shall set policy and oversee all media of the Association.
      5. The Board shall appoint the auditor on an annual basis in June and ensure that the annual audit is completed and reported to the membership by the September general meeting.
      6. Failure of a member of the Board to attend any three consecutive Board meetings shall be considered as resignation from office, except in the case of illness or leave of absence granted by the Board.

    • Section 2    Officers

      1. There shall be five Association officers designated as President, Vice-President, Secretary, Treasurer, and Information Officer.
      2. Five members of the Board of Directors shall be elected as Officers by the Board of Directors at the first Board meeting following the annual election. Officers shall hold office for the ensuing year or until their successors have been elected and have taken office.

    • Section 3    Officers and Directors

      1. All Officers and Directors shall be individual members of the Association.
      2. The Officers and Directors shall serve without remuneration.
      3. Interim vacancies of Officers or Directors shall be filled by appointment by the Board until successors have been elected at the next annual meeting.

    • Section 4    Delegation

      • If any Director or Officer is absent or unable to act and no other person is authorized to act in such Director's or Officer's place by the provisions of these Bylaws, the Board may from time to time delegate the powers or duties of such Director or Officer to any other person it may select.

    • Section 5    Other Agents

      • The Board may appoint such other Agents as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. Other Agents may include membership chair, events coordinator, newspaper editor, advertising manager, billing manager, webmaster, members of subcommittees, etc.

  • ARTICLE V:    Duties of Officers

    • Section 1    President

      • The President shall: provide agenda one (1) week in advance of Board and General meetings; preside at all meetings of the Association; call such special meetings as may be necessary; appoint committee chairs; serve as the final authority, within this jurisdiction, on the Constitution and Bylaws; be authorized to sign checks or make other financial transactions on behalf of the Association as directed by the Board; and conduct both internal and external business on behalf of the Association. The President may appoint temporary committees as deemed necessary provided such appointment does not conflict with other provisions of the Bylaws.

    • Section 2    Vice President

      • The Vice President shall: preside at all meetings in the absence of the President and assume all powers and duties of the President should the President be unable to so perform. The Vice President shall be the Program Committee Chair and shall be responsible for the topics and acquiring speakers for general meetings as recommended by the Board.

    • Section 3    Secretary

      • The Secretary shall: keep record of the minutes of all meetings of the Board and the Association's annual business meeting in May as provided for in Article VI, Section 3; conduct appropriate correspondence as requested by the Board; and maintain a file of minutes, correspondence, and other written material pertinent to the Association's operations. The Secretary shall provide minutes to the Board no later than two weeks from the date of the Board meeting and the Association's annual business meeting.

    • Section 4    Treasurer

      • The Treasurer shall: receive all monies of the Association and deposit or invest them as directed by the Board; disburse monies as directed by the Board; keep accurate and complete records of all financial transactions; furnish a financial report at the business meetings of the Association or as called for by the Board; and submit records and accounts for audit on an annual basis by an auditor appointed by the Board. The Treasurer shall prepare other financial statements as required by law. The Treasurer, or such other agent as appointed by the Board, shall be responsible for collection of newspaper advertising fees and receipts and maintaining funding and records of the postal account.

    • Section 5    Information Officer

      • The Information Officer shall supervise the creation and/or maintenance of the various media and modes of public communication for the Board and membership of RBCA. The Information Officer shall act as a liaison between the Board and the Editor (Article VII, Section 3) with regard to editorial content and policy. The Information Officer shall act as a liaison between the Board and such other editors and subcontractors for electronic media with regard to editorial content and policy and stay abreast of emerging technologies and communication options useful to the organization. The Information Officer shall coordinate publicity and signage for Association events with other Board members.

    • Section 6

      • All Officers shall surrender all property and records to incoming Officers, or the Board, at or before the first Board meeting of the year.

  • ARTICLE VI:    Operations

    • Section 1    Dues

      • Annual membership dues are fifteen dollars ($15.00) per person per year. Annual membership shall become effective on the date dues are paid. Nonpayment of dues shall result in loss of membership.

    • Section 2    Calendar

      • The fiscal year and the operating year of the Association shall be July 1 to June 30.

    • Section 3    Banking

      • The monies of the Association shall be deposited in the name of the Association in such bank or banks, financial institution or other financial institutions as the Board of Directors shall designate.
      • Payments and withdrawal from the accounts of the Association shall be made only by check or other written order for payment of money signed by authorized persons. Authorized persons are the President, Treasurer, and such other Directors and Agents as designated by resolution of the Board. Two (2) signatures shall be required for any payment over two hundred dollars ($200.00).

    • Section 4    Meetings

      • The regular meetings of the Association shall be open to the public and shall be held on the second Tuesday of every month, September through May. The Board may change the schedule at their discretion. The regular time for the call to order shall be 7:30 p.m. Provided previous notice has been given at least one month in advance, the Board may change the date and time of the regular meetings. A quorum shall be required to conduct any Association business.
      • The annual business meeting of the Association shall be held on the second Tuesday of May each year, concurrently with the May regular meeting. Special business meetings may be called by the President or by petition of ten (10) members. Notice of any special business meeting shall be given by mail to the membership, postmarked at least five (5) days prior to the meeting date. Publication of a notice of a special business meeting in the newspaper shall be considered adequate notification if the newspaper is mailed at least ten (10) days prior to the special meeting.
      • The Board shall meet monthly at their discretion.

    • Section 5    Quorum

      • Nineteen (19) individual members shall constitute a quorum for any general business or special meeting. Five (5) members of the Board shall constitute a quorum for Board meetings.

    • Section 6    Voting

      • Only those individual members whose dues have been current for thirty (30) days or more are entitled to vote. Unless otherwise provided, a majority vote of the individual members present and voting shall rule. No votes shall be by proxy.

    • Section 7    Elections

      • The Board shall appoint a Nominating Committee in February. The Nominating Committee shall prepare a list of nominees for the Board of Directors, shall obtain the candidates' acceptance, and shall present the slate at the business meeting when the elections are scheduled. Additional nominations may be made from the floor at the time of the election, provided that the nomination receives the consent of the nominee. Members of the Board of Directors shall be elected by written ballot. The new Directors will assume their duties at the next meeting of the Board.

    • Section 8    Rules of Order

      • Unless otherwise provided, Robert's Rules of Order - Revised, shall govern the procedure for all meetings.

  • ARTICLE VII:    Media Policy and Procedures

    • Section 1

      • The Association may produce a newspaper, newsletter, website, or other types of media to provide news and information of community interest to the residents of Richmond Beach.

    • Section 2

      • The Board shall be responsible for setting policies and procedures for all types of media.

    • Section 3    Editor

      • The Newspaper Editor is appointed annually by the Board. The preparation, production and distribution of published material, including all editorial and business functions, shall be administered by the Editor. The Editor is accountable to the Board for all matters relating to the Association's publications and shall provide a report to the Information Officer prior to each board meeting. The Information Officer shall give a report at each regularly scheduled meeting of the Board, including the following: editorial matters relating to format; projected content and reader feedback; and production, circulation and advertising concerns.

    • Section 4    Webmaster

      • The design and maintenance of the Association's website shall be administered by the Webmaster, who is appointed annually by the Board. The Webmaster is accountable to the Board for all matters relating to the Association's website and shall provide a report to the Information Officer prior to each board meeting. The Information Officer shall give a report at each regularly scheduled meeting of the Board, including the following: new updates and features, editorial matters relating to format and content, reader feedback, and production concerns. The website shall be updated a minimum of once a month.

    • Section 5    Frequency

      • The newspaper is published monthly, except July and August. The schedule may be changed by the Board.

    • Section 6    Circulation

      • The newspaper shall be distributed through the mail to all residents within Richmond Beach. Additional copies shall be made available for distribution at local business and public offices.

    • Section 7    Editorial Content

      • The content of all Association media shall be guided by the purpose of the Association. Media produced by the Association shall not provide a forum for personal opinions regarding social, religious or political issues. The newspaper may print letters from readers at the discretion of the Editor. All articles shall carry a byline. Major format changes shall be approved by the Board.

    • Section 8    Business Operation

      • The newspaper shall make every effort to be self-supporting through advertising revenues. In the event this is not possible, the Association shall provide the necessary financial support to the extent practical. By July, the Editor shall submit an annual budget to the Board for approval. Advertising shall be obtained and monitored by the Editor or an Advertising Manager appointed annually by the Board. A rate sheet, including payment procedures and content and design requirements, shall be prepared annually.

    • Section 9    Billing Manager

      • The Billing Manager is appointed annually by the Board. Billing and receipts for advertising relating to the Association's publications shall be the responsibility of the Billing Manager. The Billing Manager is accountable to the Board and shall provide a report to the Treasurer prior to each board meeting. Overall financial record keeping, including deposit of newspaper income and payment of newspaper expenses, shall remain the responsibility of the Treasurer. Business arrangements with advertisers shall be documented by simple contract, which shall be kept on file by the Billing Manager.

  • ARTICLE VIII:    Insurance and Indemnification of Officers, Directors and Agents

    • The Association shall indemnity its board members, officers and agents to the greatest extent permitted by law for all actions taken on behalf of the Association or in their capacity with the Association. The Association shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, or Agent of the Association against any liability asserted against such person arising out of their capacity with the Association, or arising out of any official action on behalf of the Association, whether or not the Association would have the power to indemnity such person against such liability under the provisions of this Article.

  • ARTICLE IX:    Amendments

    • Section 1

      • Any member may propose a written amendment to the Bylaws to the Board. Before the amendment can be submitted for consideration of the membership, it must be approved by the Board or bear the written endorsement of at least nineteen (19) members.

    • Section 2

      • Notice of any proposed amendment approved or endorsed as provided in Section 1 shall be given by mail to the membership, postmarked at least five (5) days prior to the meeting date. Adoption shall require affirmation by two-thirds of the votes cast by ballot at a regular business meeting for which due notice has been given. Amendments shall become effective immediately upon adoption by such two-thirds majority vote. Announcement of the proposed amendment in the newspaper shall be considered due notice provided the newspaper is postmarked at least ten (10) days prior to the meeting.

  • ARTICLE X:    Dissolution

    • In the event of the dissolution of the Association, any remaining assets after discharge of all liabilities and obligations shall be transferred to one or more organizations exempt under Section 501(c)(3) of the Internal Revenue Code of 1954. No part of the net earnings of the organization shall inure to the benefit of any private shareholder or individual.

Approved November 9, 2010

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