BY-LAWS OF WEST SOUND COMMUNITY CLUB, A NONPROFIT CORPORATION
AS AMENDED JANUARY 20, 2001
ARTICLE I ORGANIZATION
1. The name of the organization shall be WEST SOUND COMMUNITY CLUB.
2. The organization may at its pleasure, by a vote of the membership body, change its name.
ARTICLE II NONPROFIT PURPOSES
The following are the purposes for which this organization has been organized:
Section 1. IRC Section 501(c)(3) Purposes
1. The corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Section 2. Specific Objectives and Purposes
1. To solicit and obtain funds for the sole purpose of renovating and maintaining the West Sound Community Hall on Orcas Island. The Hall is a public building owned by the Corporation, and will be used solely as a gathering place for the advancement of Community well being.
2. To provide programs to educate and entertain the general public, and specifically the West Sound community.
3. To sponsor seminars and other educational events where community, environmental, and other leaders, governmental, and organizational representatives, and other concerned members of the public and government may meet to exchange ideas.
4. To expand and redefine our program from time to time, as necessary, to meet the continuing challenge of maintaining a high level of community spirit in West Sound.
ARTICLE III MEMBERSHIP
1. Membership in this organization shall be open to all who are, or have been residents of the West Sound area; who own, or have owned property in the West Sound area; and who promote the well being of the West Sound community.
ARTICLE IV MEETINGS
1. The annual membership meeting of this organization shall be held on the third Saturday of October each and every year, except if such day be a legal holiday, then and in that event, the Board of Directors shall fix the day but it shall not be more than one month from the date fixed by these bylaws.
2. The Secretary shall cause to be distributed to every member in good standing, a notice telling the time and place of such annual meeting.
3. Regular meetings of this organization shall be held at the West Sound Community Hall.
4. The presence in person or by proxy of not less than thirty (30%) percent of the members shall constitute a quorum and shall be necessary to conduct the business of this organization; but a lesser percentage may adjourn the meeting for a period of not more than one month from the date scheduled by these bylaws and the secretary shall cause a notice of this scheduled meeting to be distributed to all those members who were not present at the meeting originally called. A quorum as herein before set forth shall be required at any adjourned meeting.
5. Special meetings of this organization may be called by the president when he deems it for the best interest of the organization. Notices of such meeting shall be distributed to all members at least ten (10) days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting, and by whom it was called. At the request of seventy-five (75%) percent of the members of the Board of Directors or forty (40%) percent of the members of the organization, the president shall cause a special meeting to be called, but such request must be made in writing at least twenty (20) days before the requested scheduled date.
6. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
7. Delivery by mail, hand, or electronic means to any officer, director, or member shall constitute valid service of a meeting notice.
8. At any member meeting, a member may be represented by a person or persons to vote for the member. A proxy must be in writing and designate under what terms the person holding the proxy may vote. A proxy shall not be valid for more than 30 days after its date of execution.
9. If a person who is entitled to vote at any meeting is not given a valid notice of the meeting and enters a written objection to a vote taken at such meeting, no action undertaken at such meeting shall be valid unless the person gives a valid waiver of notice.
ARTICLE V VOTING
1. At all meetings, except for the election of officers and directors, all votes shall be by voice, with provisions for a show of hands if necessary, for a count. For election of officers and directors, ballots shall be provided, and there shall not appear any place on such ballot anything that might tend to indicate the person who cast such ballot.
2. At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of officers and directors. At all votes by ballot the chairman of such meeting shall, prior to the commencement of balloting, appoint a committee of three who shall act as "Inspectors of Election" and who shall, at the conclusion of such balloting, certify in writing to the Chairman the results and the certified copy shall be physically affixed in the minute book to the minutes of that meeting.
3. No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.
4. The Board of Directors at its discretion may direct that a vote on questions, other than election of officers or directors, be conducted by means of a ballot mailed to all members in good standing. There shall not appear any place on such ballot anything that might tend to indicate the person who cast such ballot.
ARTICLE VI ORDER OF BUSINESS
1. Roll Call.
ARTICLE VII BOARD OF DIRECTORS
1. The business of this organization shall be managed by a Board of Directors consisting of the officers of this organization, together with three (3) others elected as Directors. At least one of the directors elected shall be a resident of the State of Washington and a citizen of the United States.
2. The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organization in the same manner and style as the officers of this organization, and they shall serve for a term of three (3) years, except for the initial directors, one of which will be for a term of one (1) year, and a second for a term of two (2) years, and a third for a term of three (3) years, to create staggered terms.
3. The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its Chairman after due notice to all the directors of such meeting.
4. Fifty (50%) percent of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly on the third Thursday of October each year.
5. Each director shall have one vote and such voting may not be done by proxy.
6. The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary. Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the year.
7. The President of the West Sound Community Club shall serve as Chairman of the Board of Directors.
8. The Secretary of the West Sound Community Club shall serve as Secretary of the Board of Directors.
9. There are no limitations on the numbers of terms a director may serve.
10. The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
11. The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.
12. Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.
13. A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the organization.
ARTICLE VIII OFFICERS
1. The initial officers of the West Sound Community Club shall be as follows:
President: Peter and Barbara McCorison
Vice President: Thomas and Penny Cannon
Treasurer: Sandy Vietzke Secretary: Penny Cannon
2. Starting with the election at the first annual meeting after adoption of these Bylaws, each officer will be an individual. The term of office for all officers will be for a period of one (1) year. There are no limitations on the number of terms an officer may serve.
3. The President shall preside at all membership meetings. He/she shall serve as Chairman of the Board of Directors. He/she shall present at each annual meeting of the organization, an annual report of the work of the organization. He/she shall appoint all committees, temporary or permanent. He/she shall see all books, reports and certificates required by law are properly kept or filed. He/she shall be one of the officers authorized to sign the checks or drafts of the organization. He/she shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.
4. The Vice President shall, in the event of the absence or inability of the President to exercise his office, become acting president of the organization with all the rights, privileges and powers as if he/she had been the duly elected president.
5. The Secretary shall keep the minutes and records of the organization in appropriate books. He/she shall serve as Secretary of the Board of Directors. It shall be his/her duty to file any certificate required by any statute, federal or state. He/she shall give and serve all notices to members of this organization. He/she shall be the official custodian of the records and seal of this organization. He/she may be one of the officers required to sign the checks and drafts of the organization. He/she shall present to the membership at any meetings any communication addressed to him/her as Secretary of the organization. He/she shall submit to the Board of Directors any communications which shall be addressed to him/her as Secretary of the organization. He/she shall attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.
6. The Treasurer shall have the care and custody of all moneys belonging to the organization and shall be solely responsible for such moneys or securities of the organization. He/she shall cause all funds of the organization to be deposited in a bank or trust company except that the Board of Directors may cause such funds to be invested in such investments as shall be legal for a nonprofit corporation in this state. He/she shall be one of the officers authorized to sign checks or drafts of the organization. If the Treasurer is unavailable to sign a check or draft, the President may sign in his/her stead. He/she shall render at stated periods, as the Board of Directors shall determine, a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting. He/she shall exercise all duties incident to the office of Treasurer.
7. Officers shall, by virtue of their office, be members of the Board of Directors.
8. No officer shall, for reason of his office, be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer.
ARTICLE IX SALARIES
1. The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary for the conduct of the business of the organization.
ARTICLE X COMMITTEES
1. All committees of this organization shall be appointed by the President, and their term of office shall be for a period of one year, or less if sooner terminated by the action of the Board of Directors.
2. The permanent committees shall be:
The West Sound Community Hall Maintenance Committee, responsible to determine and prioritize maintenance renovation requirements, and schedule annual or special projects for the facility;
The West Sound Community Hall Fund Raising Committee, responsible for all fund raising activities required to meet the Maintenance Committee needs.
The West Sound Community Club Activities Committee, responsible for scheduling and supervising activities sponsored by the West Sound Community Club on behalf of its members.
3. Prior to any election a Nominations Committee, responsible for a final slate of candidates for all elective offices, will be appointed by the President. The Nominations Committee shall be composed of the President and two members selected by the President.
ARTICLE XI DUES
1. The dues of this organization shall be $20 per annum per household and $10 per individual. Dues shall be payable in January of each year. The dues structure may be changed by the Board of Directors once per year to meet obligations of the organization.
ARTICLE XII AMENDMENTS
1. These bylaws may be altered, amended, repealed or added to by an affirmative vote of not less than fifty (50%) percent of the members.
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West Sound Community Hall