KING MOUNTAIN NEIGHBORHOOD ASSOCIATION BYLAWS
Presented, Discussed and Approved
August, 2023
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 tha t maintain and or improve the character of the neighborhood.
C. To disseminate information of concern and provide information on civic educational or engagement opportunities to residents of the King Mountain Neighborhood.
D. 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
All persons, 18 years or older, living in the King Mountain Neighborhood, owning property or a business in the King Mountain Neighborhood, are eligible members.
Any member has the right to make motions, debate, vote, and serve on the Board of Directors.
Multiple members may come from any real property or tax parcel or address, provided that each person is independently eligible for membership.
ARTICLE I V . MEETINGS
Section 1. General Meetings
A. General meetings of the Association shall be as called by the Board of Directors. A minimum of two (2) general meetings shall be held during the calendar year.
B. Notice stating the place, day, and hour of the meeting shall be delivered at least seven ( 7 ) calendar days prior to each meeting by at least one of the following: general mailings, electronic media, email notifications, delivered handbills or flyers, published newspaper notices, and/or notices and signs posted prominently throughout the neighborhood.
C. All meetings are open to the general public.
D . Dissemination of an adopted yearly schedule shall constitute notice.
Section 2. Board of Directors Meeting s
A. Meetings of the Board shall be held no less than once every six (6) months.
B. Special meetings of the Board may be called by the President or by two Board Members . Reasonable attempts shall be made to notify all Board M embers of special Board meetings.
C . Notice stating the place, day, and hour of the meeting shall be posted at least seven ( 7 ) calendar days prior to each meeting on the Association’s website. Board Members shall be notified by email or telephone.
D. All meetings are open to all Association members and the general public.
ARTICLE V . BOARD OF DIRECTORS
Section 1. Composition
The Board of Directors shall consist of no fewer than six ( 6 ) and no more than eleven ( 11 ) persons.
Section 2. Responsibility
A. The Board of Directors (hereinafter referred to as the “ Board ”) shall manage the Association and transact the business of the Association between regular Association meetings.
B. It shall be a goal of the Association to have Board Members representing as broad a geographical cross - section of the neighborhood as possible.
Section 3. Term of Office
A. Unless a Board Member dies, resigns, or is removed, he/she shall hold office for a term of one year or until his /her successor is elected, whichever is later.
B. Newly elected Board Members shall take office at the close of the meeting at which they were elected and shall serve for a term of one (1) year, or until their successors are elected.
Section 4. Vacancies
A vacancy in the position of Board Member may be filled by the affirmative vote of a majority of the remaining Board Members though less than a quorum of the Board. A Board Member who fills a vacancy shall serve for the unexpired term of his/her predecessor.
Section 5. Removal
At a meeting of the Board , one or more Board Members may be removed from office, with or without cause, by two - thirds of the votes cast by Board Members then in office.
Section 6. Duties of Officers
The officers of the Association shall be President, Vice President, Secretary, and Treasurer. One person may hold the offices of Secretary and Treasurer. Officers are all voting Members of the Board of Directors.
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A. The President shall serve as the chief officer of the Association and Chairperson of the Board of Directors.
1. The President calls and preside at meetings of the Association and the Board .
2. The President appoints chairs and members of committees, subject to Board approval.
3. The President or his/her designee is the Board Member authorized to make official statements on behalf of the Association to groups, organizations, and official entities .
4. The President shall perform other such duties as are appropriate and assigned to the office or as directed by the Membership or the Board.
5. The President may appoint an Association parliamentarian.
A. 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 the Board.
B. The Secretary keeps an accurate and permanent record of all Association and Board meetings and distributes them in accordance with Board policies and procedures . The Secretary also :
1. Records and keeps minutes of all Association and Board of Directors meetings.
2. Keeps the roll of Association members and maintain mailing and email lists and shall be responsible for require notification of members.
3. M ay make grammatical and spelling corrections to the minute s and reports of the Association.
4. P erforms such other duties as the President or the Board may assign.
C. 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 . The Treasurer also:
1) Oversees Association finances .
2) Prepares an annual budget for approval by the Board .
3 ) Perform other duties appropriate to the office, such as records, receives, and disburses funds; prepare s regular financial statements to be presented to the Board of Directors at its meetings and at General Meetings.
4 ) Performs such other duties as the President or the Board may assign.
Section 7. Election of the Board of Directors
A. Election of Board of Directors shall take place ….
B. Only current Association members are eligible to run for or serve as Members of the Board of Directors.
C. Nominations can be made at a general meeting or by contacting the President.
D. Voting shall be done at meetings of the board, 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.
Section 8 . Board Meetings
A . A quorum of the Board of Directors shall be a majority of the positions currently filled.
B . The Board of Directors may ( 1 ) conduct a meeting through the use of any means of communication, including but not limited to telephone and video conferencing, by which all Board Members participating may simultaneously communicate with each other during the meeting; or ( 2 ) permit a Board Member to participate in a meeting by similar means of simultaneous communication. Board Members participating in a
meeting by such means shall be considered present in person at the meeting. Actions taken by a majority of the Board Members at such a meeting, provided a quorum is participating, shall be valid actions of the Board of Directors.
Section 9 . Conflict of Interest
A Board Member 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 Board Member to abstain from voting on a particular matter.
Section 10 . Committees of the Board
The Board may establish such committees as are necessary for fulfilling its duties.
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A. Standing or special committees may be established by the membership or the Board as deemed necessary for carrying out the work of t he Association. Committees are open to any current residents of the neighborhood and may include others in ad dition to board members as determined by the board.
B. The President shall serve as an ex-officio member of all committees.
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ARTICLE VI . 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 VII . FINANCES
Section1. Fiscal Year
The fiscal year of the corporation shall be from January 1st of each year through December 31st of that same year.
Section 2. Association Finances : Deposit of Funds
All funds of the Association shall be deposited in such banks or trust companies as the board shall determine.
ARTICLE VII I. AMENDMENTS
Amendments to these bylaws may be made either by the Board or by the voting members, as set forth in this article.
A. An amendment to the Bylaws may be made by the Board , provided (1) all Board Members received a text of the proposed amendment at least thirty (30) days in advance of the Board meeting at which the Board plans to consider and vote on such an amendment and (2) at least two - thirds of the Board Members p resent at a meeting at which a quorum is present vote to approve such amendment.
B. At least five percent of the voting members may propose an amendment to the Byl aw s by submitting a written petition to the Board that is sig n ed by such members and that sets forth the proposed amendment. The Board must give a minimum of thirty days’ notice to the Association members for a vote on any proposed amendment originated by a written petition . Notice of the amendment may include a statement whether the Board recommends passage of the Bylaws amendment, recommends passage of the amendment with certain changes, does not recommend passage, or takes no position. A Bylaws amendment require s an affirmative vote of two - thirds of the valid votes cast by the Association members. The Board, in its sole,
but reasonable, discretion, may disregard a written petition that describes a proposed amendment that has been previously rejected by the Association members .