Revised and Restated May 25, 2007
BYLAWS of CORNWALL PARK
Article I: Authority, Name, and Purpose
The Articles of Incorporation creating the Cornwall Park Neighborhood Association (hereinafter referred to as CPNA) filed on December 4, 1998 establish by law the right of CPNA to make, alter amend or repeal Bylaws for the regulation and management of the non-profit corporation's affairs not inconsistent with the Articles of Incorporation creating CPNA and further reserve the right of the Corporation to amend, alter, change or repeal any provision contained within the Articles of Incorporation according to the laws of the State of Washington, and in such manner as hereinafter prescribed. The provisions of the Articles of Incorporation are hereby incorporated in the Bylaws of the Corporation.
The purposes of the Cornwall Park Neighborhood Association shall be:
- To promote a sense of community, enhance the livability, and protect the neighborhood character and quality of life for residents of the Cornwall Park neighborhood, and in the city of Bellingham, Washington;
- To provide an open forum for the Cornwall Park neighborhood residents to meet and discuss issues and to work closely with government, business and other entities to address Cornwall Park’s neighborhood concerns;
- To organize activities and disseminate information of interest and concern to residents of the Cornwall Park neighborhood; and
- To engage in other lawful activity deemed by the Association to be in the best interests of the Cornwall Park neighborhood.
Article II: Prohibited Activities
The Corporation shall have such powers as are generally exercised by non-profit corporations and as are allowed under the laws of the State of Washington regulating such corporations (RCW 24.03). This article shall be liberally construed and not as a limitation on the powers of the Corporation except as such powers are expressly limited by State or Federal law. No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its members, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation.
Article III: Membership, Dues ,and Membership Meetings
A. Membership is open to all individuals eighteen years of age or older and who reside, own property, or own a business within the neighborhood association boundaries. Each paid household member or business owner is entitled to one vote at the general membership meetings. However, no individual is entitled to more than one vote and each property or business may not be represented by more than one vote.
B. Annual dues for individuals, family, and business memberships will be set by the Board of Directors and shall be due January 1 of each year.
C. The Board may adopt additional procedures for maintaining and verifying memberships not inconsistent with the Articles or Bylaws.
D. Membership Meetings:
- The Cornwall Park Neighborhood Association shall hold quarterly membership meetings each year, and each of these meetings shall be recorded in the association minutes.
- Meeting notifications shall be sent for publication in a local newspaper and through one or more of the following: mailings, electronic media, delivered handbills or flyers, other media notices, and/or notices and signs posted prominently throughout the neighborhood.
Article IV: Board of Directors
A. General Powers: The business and affairs of the Association shall be managed by its Board of Directors which may exercise all powers of the Corporation and perform all acts which are not by law, the Articles of Incorporation, or these Bylaws prohibited to the Corporation. The Board of Directors shall be composed of no less than five (5) people. The maximum number of Directors shall be thirteen (13). The first Board elected to a full term shall decide among itself the length of the initial term.
B. Directors Positions: The Board positions shall be divided as follows:
- Vice Chair
- Area 1 Representative
- Area 2 Representative
- Area 3 Representative
- Area 4 Representative
- Neighborhood Representative to Mayor's Advisory Commission
- At Large Representative Position 1
- At Large Representative Position 2
- At Large Representative Position 3
- At Large Representative Position 4
C. Vacancies: Any vacancy occurring on the Board of Directors for any reason may, unless otherwise provided in the Bylaws be filled by a majority vote of the remaining members of the Board even though such majority is less than a quorum. A Director elected by the Board of Directors to fill the unexpired term of a former Director holds office until the expiration of that term. If the remainder of the term is for more than one (1) year, then said remainder shall count as a full term in determining eligibility for reelection.
D. Removal/Resignation: A Director shall be removed exclusively by the procedure provided in this section. Before any Director may be removed, written charge specifying the alleged sufficient cause which is detrimental to the best interest of the Corporation, shall be filed with the Secretary (or, if the removal of the Secretary is sought, with the Chair of the Board), and a copy thereof shall be served on the Director charged. He/she shall be given the opportunity at a meeting of the Board called for that purpose to be heard on the subject of the charges. The affirmative vote of two-thirds (2/3) of the Board shall be recorded to reflect such removal. The Board may, from time to time, promulgate a list of acts or omissions which shall constitute cause for removal. Such a list shall not be deemed exclusive or exhaustive of all causes. Any Director may resign at any time giving written notice to the Board or the Chair. Unless otherwise specified in such notice, the resignation shall be effective upon delivery to the Board or the designated officer.
E. Place of Meetings: The Board of Directors shall hold their meetings, annual, regular, or special within the Cornwall Park Neighborhood unless the Board shall have by resolution designated some other location.
F. Open Meetings: All meetings of the Board are open to all members.
G. Meeting Schedule: The Board shall meet monthly at a date, time and place designated by the Chair. The Chair may cancel meetings when a quorum cannot be assembled or call additional meetings when needed. There shall be a minimum of six (6) meetings held each calendar year.
H. Quorum: A quorum for Board meetings shall be at least 51% of the Board members.
I. Voting: Decisions of the Board are approved by a simple majority of members present, except where noted elsewhere in the Bylaws.
J. Voting: The act of a majority of the Directors present at any meeting at which there is a quorum present shall be an act of the Board except as may be specifically provided by law or the Articles of Incorporation. Voting by proxy shall not be allowed. If a quorum is not present at any meeting of the Board, the Directors present may adjourn the meeting until a quorum shall be present.
K. Special Meetings: Special meetings of the Board may be called by the Chair or by two or more Directors, on 24 hours notice to each of the Directors, if such notice is delivered personally, by telephone, or by telegram, or on four (4) days notice if delivered by mail or e-mail.
L. Order of Business: All business of the Corporation shall be conducted in accordance with the latest available edition of “Robert’s Rules of Order”.
Article V: Duties of Directors
A. Chair: Shall plan and organize and preside at Board meetings and general membership meetings and serve as chief executive, coordinating all activities and programs of the organization. Shall make an annual report of all business conducted by the Corporation at the annual meeting.
B. Vice Chair: Shall assist the Chair in his/her duties and serve in the absence of the Chair. Shall be in charge of membership development and neighborhood involvement, shall keep a roster of attendance at general meetings and maintain neighborhood and general membership lists and committee membership lists and maps showing neighborhood association boundaries.
C. Secretary: Shall maintain a permanent file of all minutes, unfinished business, and records utilized in the business of the organization, and shall organize clerical services for the organization, and shall be responsible for all communications. Shall serve and publish all necessary and proper notices. Shall centralize all records except treasurer’s files and maintain files that can be passed on to the next officer. Shall keep records of Board of Directors meetings and general membership meetings. Shall keep mailing list and any updated versions.
D. Treasurer: Shall maintain accounting records, receive and disburse funds, prepare financial statements as required by the Board or Chair, and shall propose an annual budget to be approved by the Board by November 30 for the upcoming year.
E. Area Representatives: Shall serve as liaisons between members of respective areas and the Board. Shall be responsible for newsletter distribution within respective areas.
F. Neighborhood Representative for Mayor's Neighborhood Advisory Commission is appointed by the Mayor. Shall represent CPNA at commission meetings and provide reports to the Board.
G. At-Large Representatives: Shall represent the general membership and serve on committees formed by the Board to work on issues of concern to the neighborhood and projects of service to the neighborhood.
Article VI: Elections
A. An election of Board members shall be held at the annual membership meeting in February of each year. The Board members shall be elected by majority vote of the membership at the annual meeting and shall serve until their successors shall have been elected and qualified.
B. All terms of office are for two (2) years. In no case shall an individual be elected to the same office for more than five (5) consecutive terms.
C. The quorum for the annual meeting will be 25 paid members actually present, provided however, elections to the Board shall not be postponed for lack of a quorum. Voting by proxy shall not be allowed.
D. A nominating committee of five (5) members shall be appointed by the Board in November of each year. A slate shall be published at least 30 days prior to annual meetings.
E. Nominations may also be made from the floor at the annual meetings with the consent of the person nominated.
F. At the February meeting, members may vote for all officers as well as one Area Representative. An authorized representative of a business, corporation, or partnership may vote for all officers.
G. All participants voting must have filled out membership registration forms and be current in their dues. All members shall sign the membership roster before voting on any issue or candidate.
Article VII: Corporate Finances
A. Deposit of Funds: All funds of the Corporation shall be deposited in such banks or trust companies as the Board shall determine.
B. Checks: All checks, drafts, notes, and evidences of indebtedness of the Corporation shall be signed by the Treasurer and one officer. In the absence of the Treasurer, negotiable instruments may be signed by an officer and one other Board member.
C. Non-Budgeted Expenses: Any disbursement for any single non-budgeted item in excess of $50.00 shall be approved by the Board.
D. Budgeted Expenses: The Board shall not authorize expenditures in excess of funds on hand excepting where reimbursement is guaranteed.
Article IX: Compensation - Contracts
A. Compensation: Any Director or officer or employee of the Corporation is authorized to receive reasonable compensation from the Corporation for services rendered to the Corporation when authorized by the Board. No Director of the Corporation may receive compensation merely for acting as a member of the Board, provided however,that directors may be reimbursed for their actual expenses incurred while serving the Corporation or carrying out their duties.
B. Contracts with Directors and Officers: No Director or officer of the Corporation shall be interested, directly or indirectly, in any contract relating to the operations conducted by it, nor in any contract for furnishing services or supplies to it unless such contract shall be authorized by the Board of Directors and unless the fact of such interest shall have been disclosed or known to the Board at the meeting at which such contract is so authorized. The interested Director shall not vote on any such contract but his or her presence shall be counted for purposes of determining the existence of a quorum. Two officers shall sign any contract.
Article X: Fiscal Year
The fiscal year of the Corporation shall be from January 1 of each year through December 31 of the same year.
Article XI: Amendments
These Bylaws may be amended at any general membership meeting of the Association by a two-thirds (2/3) vote of those members present, provided that the amendment has been submitted in writing at the previous general meeting.
Adopted this 23rd day of July, 1998, by affirmative vote of the Cornwall Park Neighborhood Association.
Amended this 28th day of September, 2006 by affirmative vote of the Cornwall Park Neighborhood Association.
Amended this 25th day of May, 2007 by affirmative vote of the Cornwall Park Neighborhood Association.
Signed by John McGarrity, Chair
Linda R. Crawford, Secretary
I certify that the foregoing document consisting of six (6) page was duly adopted by the Cornwall Park Neighborhood Association at a proper meeting duly called for such purpose and at which a quorum was present.
Dated this 25th day of May, 2007
Signed by Linda R. Crawford, Secretary