KMNA BYLAWS

KING MOUNTAIN NEIGHBORHOOD ASSOCIATION
BYLAWS
Presented, Discussed and Approved July 23, 2009

ARTICLE I:   NAME

The name of this organization, as stated in the Articles of Incorporation under the provisions of the Washington Nonprofit Corporation Act, shall be KING MOUNTAIN NEIGHBORHOOD ASSOCIATION, which hereinafter may also be referred to as "the Association."

ARTICLE II: PURPOSE

A.  To create a successful, broad, open neighborhood association promoting a sense of community and provide an open forum allowing for the courtesy of mutual understanding and collaboration that values active, fair democratic deliberation for the king Mountain Neighborhood residents.

B.  To meet and discuss issues and to work closely with government, business and other entities to address neighborhood concerns, including but not limited to:

1.    Land use

2.    Zoning and other laws

3.    Rules or regulations which directly or indirectly affect the quality of life, neighborhood amenities, character of the neighborhood, inter-relationship of neighbors, public safety, legal use of public and private land within the neighborhood, issues that maintain and or improve the character of the neighborhood.

C.   To disseminate information of concern and provide information on civic educational opportunities to residents of the King Mountain Neighborhood.

To do any and all lawful activities which may be necessary, useful or desirable for the furtherance, accomplishment, fostering or attainment of the foregoing purposes.

ARTICLE III    MEMBERSHIP

Section 1.  Eligibility for Membership

All persons 18 years or older, living in the King Mountain Neighborhood, owning property or business in the King Mountain Neighborhood are eligible for membership.

A. Any person not currently a member may attend meetings and participate in debate, but shall not have the right to vote, or mate motions or serve on the Board of Directors unless they become a member of the association.

Section 2.   Process to become a member

A.    Except as limited by provision (d) within this section, any eligible person shall become a member with rights to make motions, debate, vote, and serve on the Board of Directors by:

1.    Submitting a completed membership form, and

2.    Attending at least two Association meetings within the prior twelve-month period, including the current meeting.

B.   Each member shall have only one vote, regardless of the number of categories under which he or she qualifies for membership.

C.   Multiple members may come from any real property or tax parcel or address, provided that each person is independently eligible for membership.

D.   Only one voting member may come from each qualified business, trust, or corporation.

ARTICLE IV.  ANNUAL DUES.

If annual dues are voted on and approved by the membership, the amount will be determined once a year at the annual meeting by a vote of the membership.  Dues will be kept minimal to encourage participation and shall be payable on or before the annual meeting Winter Quarter each year.

ARTICLE V . MEETINGS OF THE MEMBERSHIP

Section 1   Regular Meetings

A.   Regular meetings of the membership shall be held at least quarterly, as

       called by the Board of Directors.

B.   Notice stating the place, day, and hour of the meeting shall be delivered at least ten (10) calendar days prior to each meeting by means of a published newspaper notice and at least one of the following: general mailings, electronic media, delivered handbills or flyers, other media notices, and/or notices and signs posted prominently throughout the neighborhood.

C.   Dissemination of adopted yearly schedule shall constitute notice.

Section 2   The Annual Meeting

A.   One of the regular meetings during the first quarter of the calendar year (January-March) shall be the Annual Meeting.

B.   The purpose the Annual Meeting shall be for the election of the Board of Directors, reports, and other appropriate business to come before the membership. Notice stating the place, day and hour of the annual meeting shall be delivered at least ten (10) days prior to the meeting, either personally, electronically, by mail, or by telephone to each member by members of the Board of Directors.  Good faith attempt shall be made to inform non-members of the Association living in the King Mountain neighborhood of the meeting through announcements in the appropriate media.

Section 3.   Special Meetings of the Membership

A.   Special meetings of the membership may be called by the President, by two or more members of the Board, or by a written petition to the Secretary signed by ten (10) or more members.

B.   Special meetings requested by petition must state the business for which the meeting is to be called and must be called within 30 days of receipt of the written request. No Special meeting may be scheduled within 30 days Of any scheduled Regular meeting.

C.   Good faith attempts shall be made to inform non-members, including residents, business owners/operators, and institutions within the Association’s boundaries by at least one of the means listed in Section 4.3. (b).

D.   Except in cases of emergency, ten (10) day notice shall be given by at least one of the means described in Section 1 of this article. Notice shall include the business for which the Special meeting has been called.

E.   Only business listed in the call may be conducted at a Special meeting.

Section 4.  Quorum

Presence of twelve (12) members of the present association shall constitute a quorum of the membership.

Section 5 . Open Meetings

All membership meetings are open to the public.

ARTICLE VI.   BOARD OF DIRECTORS

Section 1. Composition

A.   The Board of Directors shall consist of the Association Officers and no fewer than 7 and no more than11 persons.

B.   It shall be a goal of the Association to have directors representing as broad a geographical cross-section of the neighborhood as possible.

Section 2.  Responsibility.

The Board of Directors (hereinafter referred to as the board) shall manage the Association subject to the direction from the membership.  The Board shall transact the business of the Association between regular Association meetings.

Section 3.  Election of the Board of Directors

A.   Election of the Board of Directors shall take place at the Annual meeting.

 B  Only current association members are eligible to run for or serve as members of the Board of Directors.

C.  Nominations process: 

Nominations can be made at the Annual Meeting or by mail, phone or email to the president prior to the Winter Quarter Annual Meeting.

 Section 4.  Voting.

   Voting shall be done at the Annual Meeting, and shall be done by ballot unless there is only one candidate for a position, in which case, the president may declare that person elected by acclamation. Members may vote for all Board of Director positions. All members shall sign the membership roster before voting on any issue or candidate.

Section 5. Terms of Office

Directors shall take office at the close of the Annual Meeting at which they are elected and shall serve for a term of one (1) year, or until their successors are elected..

Section 6. Meetings

A.     Regular meetings of the Board of Directors shall be held no less than every three months. If a regularly scheduled Board meeting time is established and the adopted schedule is provided to the Association membership, this shall be considered notice.

B.     Special meetings of the Board may be called by the President or by two Directors. Reasonable attempts shall be made to notify all board members and the general membership of special Board meetings.

C.      A quorum of the Board of Directors shall be a majority of the positions currently filled.

D.   The Board of Directors may (a) conduct a meeting through the use of any means of communication, including but not limited to telephone and video conferencing, by which all Directors participating may simultaneously communicate with each other during the meeting; or (b) permit a Director to participate in a meeting by similar means of simultaneous communication. A Director participating in a meeting by such means shall be considered present in person at the meeting. Actions taken by a majority of the Directors at such a meeting, provided a quorum is participating, shall be valid actions of the Board of Directors.

E.    Meetings of the Board are open to all members of the Association.

Section 7. Conflict of Interest

A Director who has a conflict of interest on any issue coming before the Board shall inform the Board of the conflict. The Board may ask the Director to abstain from voting on a particular matter.

Section 8.  Committees of the Board

The Board may establish such committees as are necessary for fulfilling its duties.

Section 9. Removal of Board Members

A.   Any Board member who is absent for two meetings within a calendar year without prior notice and a valid reason, as determined by the Board, may be deemed to have resigned from the board.

B.   The Board may, for cause, suspend a Board member at any time. Such suspension shall remain in effect until a Regular or Special meeting of the Association to vote on removal of the suspended Board member.

C.      At any Regular or Special meeting of the Association, a Board member may be removed by a two-thirds (2/3) vote of those voting, provided a quorum is present. Notice of the proposed removal must be given to such person ten (10) days prior to the date of the meeting at which such removal is to be voted upon. Such notice to the Board member must state the cause for the proposed removal.

Section 9. Vacancies

A.   Vacancies in the Board of Directors may be filled by appointment by a majority vote of the remaining Board of Directors.

B.   A Board member appointed to fill a vacancy shall serve until the next Annual Meeting.

ARTICLE VII.  OFFICERS

Section 1.  Officers

The officers of the Association shall be President, Vice President, Secretary, and Treasurer. One person may hold the offices of Secretary and Treasurer.

Section 2.   Election of Officers

At the first Board meeting following the Annual Meeting, the Board shall elect officers from within its own membership.

Section 3.  Term of Office

 Officers shall take office immediately after election by the Board and shall serve for one year or until their successors are elected. Officers may serve consecutive terms in the same office up to a maximum of three (3) years.

Section 4.  Vacancies

A.     A vacancy in the office of the President shall be filled by the Vice President until the next annual election of officers.

B.   Other vacancies in offices may be filled by the Board of Directors.

Section 5.   Duties

A.  The President shall serve as the chief officer of the Association, Chairperson of the board of directors, and preside at all meetings of the Association membership and the Board of Directors.  He/she shall supervise activities of the Association, and serve as spokesperson of the Association,. The president or his/her designee is the officer authorized to make official statements on behalf of the Association to groups, organizations, and official entities.  The President shall perform other such duties as are appropriate, and assigned to the office or as directed by the membership or Board. The President may appoint an Association parliamentarian.

B.   The Vice President shall act for the President in his/her absence and perform such other duties as are appropriate to the office or assigned, or as directed by the membership or Board.

C.  The Secretary shall keep an accurate and permanent record of all Board and general membership meetings.  The secretary shall keep the roll of Association members and maintain mailing and email lists and shall be responsible for required notification of members.  The secretary shall perform such other duties applicable to the office, as assigned. The Secretary may make grammatical and spelling corrections to the minutes and reports of the association.

D.  The Treasurer shall be responsible for managing and monitoring all

financial activities of the Association and .maintain the fiscal records for the Association as required by law and perform other duties appropriate to the office, such as membership dues, records, receive and disburse funds, prepare financial statements and paid membership numbers to be presented to the Board of Directors at its meetings; and shall propose an annual budget to be approved by the Board annually and presented at the Annual Membership Meeting. The treasurer will be responsible for regularly reporting to the Board of Directors on the Association's finances.

ARTICLE  VIII. COMMITTEES

Section I. Establishment

Standing or special committees may be established by the membership or the Board of Directors as deemed necessary for carrying out the work of the Association.  Committees may include others in addition to board members as determine by the board.

Section 2. Ex-Officio Member

The President shall serve as an ex-officio member of all committees, except the nominating committee.

                             ARTICLE IX.  PARLIAMENTARY AUTHORITY

The current edition of Robert’s Rules of Order Newly Revised shall govern this Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Association may adopt.

ARTICLE  X.   FINANCES

Section1.  Fiscal Year

The fiscal year of the corporation shall be from January 1st of each year through December 31st of the next year.

Section 2. Corporate Finances

     Deposit of Funds: All funds of the corporation shall be deposited in such banks or

     trust  companies as the board shall determine.

                                              ARTICLE XI.   AMENDMENTS

Section 1.

These bylaws may be amended at any Regular meeting of the membership by two-thirds (2/3) vote of those present and voting, provided that one of the following conditions of notice has been met:

A.   Members have been provided with a written or electronic record of the proposed amendments(s) at least twenty-one (21) calendar days prior to the vote.

B.   I affirm and attest that these are the King Mountain Neighbors Bylaws as approved and adopted on July 23, 2009