Wallingford Community Council Bylaws

As Amended May 23, 2012

Article I

Section 1:
The name of this organization shall be the Wallingford Community Council.

Article II

Section 1:
The Wallingford Community Council is an independent, non-profit, citizens’ organization whose objectives shall be to promote the orderly comprehensive development, upgrading, beautification and improvement of the Wallingford Community; to encourage cooperative and democratic processes; to encourage the participation of residents and interested persons in those developments through study programs; to initiate and sustain action which affects the social, educational, recreational, economic and physical betterment of the community; to provide and encourage leadership in fulfilling our objectives; to communicate with, cooperate with and support as required, government agencies, private or public organizations and individuals with objectives similar to the Council’s and in general to do whatever is necessary and proper to further the objectives stated above.

Article III

Section 1:
The Wallingford Community shall be bounded on the south by Lake Union; on the west by Aurora Avenue; on the east by the freeway (Interstate 5); and on the north by 65th Street.

Article IV

Section 1:
Eligibility: Membership shall be open to those persons who reside within, own property within, or manage businesses within the boundaries. Businesses and other organizations located within the boundaries are also eligible, provided they designate one person to exercise the privileges of membership.
Section 2:
Application: Those persons wishing to become members shall make written application for membership, including any membership fee as may be set by the Board, to the WCC Treasurer. The Board may provide for the submission of membership applications online. Anyone who wishes to become a member, but cannot afford the membership fee, may request a waiver from the WCC Board, which shall not be unreasonably withheld. Qualified applicants shall become members 15 days after submission of the required application and payment of dues. Membership may be renewed as provided by the Board.
Section 3:
Voting Age: Voting members shall be those persons 18 or older.
Section 4:
Dues: The board of Directors may establish an annual dues structure as needed to carry out the objectives in Article II. The Board may accept membership applications without payment of dues if it is in the interest of the organization to do so.

Article V

Section 1:
Elected Officers: The officers of the Wallingford Community Council shall be a President, a Vice-President, a Treasurer, a Recording Secretary and three Board Members-At-Large.
Section 2:
President: The President shall serve as chief executive of the Board of Directors and as ex-officio member of all committees except Nominating Committee; preside at all General Membership and Board Meetings, prepare agendas for meetings and perform such other duties as may be delegated by the Board.
Section 3:
Vice-President: The Vice-President shall serve in the absence of the President and perform other duties as the President or Board shall direct. The Vice-President shall maintain a list of members.
Section 4:
Treasurer: The Treasurer shall maintain accounting records of the Wallingford Community Council, receive and disburse Council funds, prepare financial statements as required by the Board, President or statute.
Section 5:
Recording Secretary: The Recording Secretary shall keep minutes of all Board and Membership meetings; supervise a permanent file of all minutes, unfinished business, records utilized in the business of the Council; and shall organize clerical services for the Council.
Section 6:
Board Members-At-Large: In addition to holding voting positions on the board, members-at-large may also chair committees or serve as WCC representatives to other organizations.
Section 7:
Term of Office: Except for the office of Treasurer, officers shall be elected for a term of one year or until their successors are elected by the General Membership at an Annual Meeting. The term of office of Treasurer shall be two years. All officers shall take office immediately following their election at the Annual Meeting. Officers shall serve no more than three consecutive terms in the same office.

Article VI

Section 1(a):
Standing Committees: The Standing Committees shall be designated each year by the Board at its first meeting after the Annual Meeting.
Section 1(b):
Additional Standing Committees: Additional Standing Committees may be designated and dissolved by a majority vote of the Board or by a majority vote at the General membership meeting.
Section 1(c):
Committee Chairpersons: The Chairperson of each Standing Committee shall be nominated by the President, or by a petition signed by at least 15 general members, and ratified by a majority of the Board. Chairpersons shall serve until the next Annual Meeting.
Section 2:
Audit Committee: An audit of all financial records must be made prior to the Annual Meeting by a special committee appointed by the President.
Section 3:
Special Committees: Special Committees may be designated by a majority of the Board.

Article VII
Board of Directors

Section 1:
Number, Manner of Selection: The Board of Directors shall consist of seven elected officers, the immediate past president (unless removed from office for cause under section 10 of this article), and the Chairpersons of each of the Standing Committees.
Section 2:
Alternates: Each Standing Committee should elect an alternate who is a Wallingford Community Council member to attend Board meetings when the committee chairperson is absent.
Section 3:
Board Meetings: The Board of Directors shall meet at least monthly. Between meetings, the Board with notice to all Board members, may conduct business by email or other electronic means.
Section 4:
Quorum: A majority of the Board of Directors shall constitute a quorum.
Section 5:
Vacancies: The Vice President automatically moves up. Other vacancies occurring in the Board of Directors by reason of resignation, death or disqualification of an elected or appointed member must be filled until the next Annual Meeting by the President and confirmed by the Board of Directors. Two unexcused, consecutive absences of a member from Board meetings shall be deemed a resignation.
Section 6:
Voting: Each Board Member shall have one vote, except co-chairpersons shall have a half vote each when both are voting and alternates shall vote when a standing committee chairperson is absent.
Section 7:
Authority: Authority to act in behalf of the membership between public meetings shall reside with the Board of Directors.
Section 8:
Multiple Service: No person shall hold more than one Board position concurrently.
Section 9:
Notice of Board Meetings: No advance notice is required for the regular Board meeting held on the first Wednesday of each month. Written notice of any Board meeting held on the third Wednesday of the month shall be mailed to each Board member not later than the preceding Sunday. Written notice of any other Board meeting shall be mailed to each Board member not less than seven days prior to the meeting date.
Section 10:
Removal for Cause: Any elected or appointed Board member may be removed from office for cause by a two-thirds vote of the Board present at a regular or special Board meeting, or by a two-thirds vote at a General Membership meeting, provided notice of the meeting and the proposed removal shall be mailed not later than seven days prior to the meeting date.

Article VIII
Membership Meetings

Section 1:
General Membership Meetings: There shall be at least one meeting of the General Membership each year as required by the statutes of incorporation. Additional meetings may be called at the discretion of the Board, or by one-third of the members of the Board, or upon written petition of at least 50 members.
Section 2:
Annual Meeting: The Annual Meeting shall be held in the month of May for the purpose of electing officers and transacting such other business as may properly come before the Wallingford Community Council.
Section 3:
Public Notice: Public notice of the Annual Membership Meeting shall be given at least 30 days prior to the meeting. Public notice of General Membership meetings shall be given at least 10 days prior to meetings.
Section 4:
Quorum: A quorum for the transaction of business at Annual and General Membership meetings shall be 15 members or 5 % of all current members, whichever is less, by appearance and sign-in at an Annual or General membership meeting.

Article IX

Section 1:
Nominating Committee: The Board shall elect a nominating committee of
five at a regular Board meeting in January announced to the membership in
advance. The committee shall endeavor to nominate at least two qualified
and consenting members for each office to be filled at the Annual
Meeting. The committee may not nominate any of its own members.
Section 2:
Report of the Nominating Committee and Nominations from the Floor: The
report of the Nominating Committee shall be mailed to the membership at
least 10 days prior to the Annual Meeting. Immediately following the
presentation of this report at the Annual Meeting, any member may
nominate any consenting member for any office.
Section 3:
Elections: The elections for each office shall be by separate ballot,
provided that when there is but one nominee for each office, the election
may be by voice vote. A majority vote shall be necessary to elect.

Article X
Parliamentary Authority

Section 1:
Robert’s Rules of Order Revised shall govern this organization
in all cases to which they are applicable and in which they are not
inconsistent with these bylaws.

Article XI

Section 1:
These Bylaws may be amended by a majority vote at the Annual Meeting or
by two-thirds vote at any General Membership meeting, provided public
notice has been given to the Membership at least 10 days in advance.

Article XII

Section 1:
Whenever notice is required to be given by these bylaws, notice maybe
given by mail, email or other forms of electronic communication. Notice
to the general membership may in addition be by posting on the
organization’s website.
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