Constitution and Bylaws of the
RAINIER BEACH COMMUNITY CLUB
ARTICLE I – NAME
The name of this organization shall be the RAINIER BEACH COMMUNITY CLUB, a non-profit organization, and it shall hereinafter be called “Club.” It shall be non-commercial, non-partisan and non-sectarian.
Non-commercial means that this Club shall not endorse or promote any commercial venture.
Non-sectarian means that this Club shall not endorse or align itself with the religious doctrines, beliefs or practices of any group or denomination.
Non-partisan means that this Club shall not align itself with any political party, nor endorse any political candidate or partisan view or issue. If candidates for office are presented at a meeting of the Club, all candidates must be invited, and all candidates shall be given equal time. Both sides of any controversial issue must be presented by equally qualified individuals, if possible, and equal time must be given to each side of an issue when outside speakers are brought in.
ARTICLE II – HEADQUARTERS
Section 1. The headquarters of this Club shall be in the Rainier Beach District in the City of Seattle, County of King, State of Washington.
Section 2. All meetings shall be held in the Rainier Beach District unless otherwise ordered by the Board or membership for special reasons.
ARTICLE III – OBJECT
The Rainier Beach Community Club is organized exclusively for charitable and educational purposes under section 501(c) (3) of the Internal Revenue Code, or corresponding sections of any future federal tax code. The mission of Rainier Beach Community Club is to enhance and maintain the quality of life for residents of the Rainier Beach Community through civic, service and community building activities.
Section 1. To bring people together, strive to eliminate prejudice, and promote goodwill by (a) providing a time and place for general discussions of community issues and their solutions and (b) through cultural, community building or educational programs.
Section 2. To gain recognition through group action and thus obtain more equitable distribution of civic improvements.
Section 3. To encourage adequate facilities, services and activities for youth of the community and to foster and promote the ideals and principles of good citizenship.
ARTICLE IV – MEMBERSHIP AND DUES
Section 1. Any person who is interested in the object of this Club shall be eligible for membership upon payment of annual dues.
Section 2. The dues of this Club shall be $3.00 per person or $5 per household, payable January 1 or upon joining. For those who had paid dues the previous year, dues shall become delinquent by the March meeting. The February newsletter will contain a general notice that those whose dues have not been paid will be dropped from membership.
Section 3. Dues shall be collected by the Membership Committee. The Membership Committee is authorized to give receipts and responsible to give an itemized record, as well as all monies collected, to the Treasurer.
Section 4. The rights of membership, such as the right to debate, vote and hold office or serve on the Board shall be reserved for those whose dues are not delinquent. New members shall receive the Newsletter and have the right to vote at the second meeting following payment of dues.
Section 5. Any member who is guilty of gross misconduct in a way which reflects badly upon the Club may be expelled by a 2/3 vote of the members present at any regular or special meeting of the Club. An opportunity shall be given to each member brought up for expulsion to defend himself or herself either in person or by his duly authorized representative.
ARTICLE V – OFFICERS
Section 1. The officers of the Club shall be:
Four Trustees, two of whom shall be elected each year for a two-year term
Section 2. New officer positions may be created by the Executive Board and said officers may be added to Article V, Sec. 1, of the Bylaws. The officer shall be voted on no later than the second general meeting following the creation of the new position.
Section 3. All officers shall be elected by ballot at the January annual meeting for a term of one (1) year or until their successors are elected except that the Trustees shall be elected for a two-year term with two elected each year. Majority vote shall constitute election. No officer may serve more than two (2) consecutive terms in the same office. Officers shall be installed at the February meeting, and shall assume their duties immediately. The retiring officers shall deliver the material pertaining to their offices to their successors within two weeks of the election.
Section 4. A vacancy in office shall be filled by election no later than at the next regular meeting with the exception of the Presidency. The Vice President shall automatically become President should the President be unable or unwilling to serve his full term as President (see Article VI, D, for the provision on declaring vacancies).
Section 5. The officers of this Club shall perform the duties prescribed for them in the parliamentary authority adopted by the organization or prescribed in the Constitution and Bylaws, or as directed by the President, the Executive Board or the Club membership.
The PRESIDENT shall:
Preside at all meetings of the Club and the Executive Board.
Conduct such other business as is directed by the Club or the Executive Board.
Appoint all Standing Committee Chairmen, subject to membership approval after election of officers, consulting other members, if possible.
Appoint all Special Committees except for the Nominating Committee unless otherwise designated by the membership.
Serve as Ex-officio member of all committees, except the Nominating Committee.
The VICE PRESIDENT shall:
Preside in the absence of the President.
Succeed to the Presidency and perform the duties of the President for the unexpired term in the event of a vacancy occurring in the office of the President.
Perform such duties as may be assigned by the President, the Club or the Executive Board.
The TREASURER shall:
Receive and disburse funds of the Club at the direction of the Executive Board.
Keep all funds in a bank authorized by the Executive Board.
Disburse funds by check only upon proper authorization of the Club or the Executive Board specifying items covered.
Give a monthly financial report to the membership to inform them of the current financial condition of the Club, showing balance and expected major obligation.
Report, when necessary or upon request, to the President, the Executive Board or the Club.
Prepare an annual report of receipts, disbursements, balance on hand and expected obligations for audit prior to the annual meeting or turning over the books to the new Treasurer. This report shall bear proper audit notation.
Provide all records for yearly audit to the Finance Committee who will conduct the audit. External Audit will occur as deemed necessary by vote of the General Membership or Executive Board.
Deliver all Club books, records, funds and audited report to the newly elected Treasurer no later than two weeks after the February meeting.
The RECORDING SECRETARY shall:
Keep accurate minutes of meetings of the Club and the Executive Board.
Be officially responsible for all records (except those specifically assigned to others such as financial records), such as the Minutes book, Reports, Bylaws, Standing Rules, Membership Roll, Committee assignments.
Perform such other duties as the President, the Club or the Executive Board may prescribe.
In the absence of the President and Vice President, preside long enough to elect a chairman pro tem.
The CORRESPONDING SECRETARY shall:
Conduct the correspondence of the Club as directed by the President or the Club.
Retain two copies of all correspondence: one for the Recording Secretary for the official files, and one for the President for his/her manual and official use.
Maintain Contact List.
Create and deliver Newsletter and external communications.
The TRUSTEES shall:
Regularly attend Executive Board, Club and other appropriate meetings and perform such duties as may be required by the Membership, the Executive Board or the President.
ARTICLE VI – EXECUTIVE BOARD
Section 1. Membership
The officers of the Club and the 4 Trustees (three of whom shall chair the Standing Committees) shall constitute the Executive Board, and shall have exclusive voting rights.
In addition to their duties as officers, the Vice President and Trustees may hold one Standing Committee chairmanship. No other officer shall hold a Standing Committee chairmanship.
Board members should hold only one chairmanship at a time, but committees may be combined if necessary.
A vacancy in the Board may be declared by the membership or by the appointing power for failure to perform duties, including attending an average of two out of three meetings of the Club and the Executive Board (special and regular), or inability to do so unless officially excused by the Club or President.
Vacancies shall be filled as prescribed for original appointment or election, which shall be at the next regular meeting with nominations from the floor only. Term of office shall be for the balance of the term.
No candidate for, nor anyone holding political office, either elected or appointed, shall be eligible for office in the Club.
Section 2. Duties
The business affairs of the Club shall be under the care and management of the Executive Board.
The Executive Board shall make recommendations regarding finances and general business affairs of the Club and shall perform such other duties as are specified in these Bylaws. In case of emergency, the President and appropriate committees may act. It is subject to the orders of the Club, and none of its acts shall conflict with action taken by the Club.
The Board shall recommend an annual tentative Budget to the Membership.
ARTICLE VII –STANDING COMMITTEES
Section 1. Standing Committees, to carry on the regular work of the Club, may be created and abolished by the Executive Board (e.g., membership, outreach, program, newsletter, etc.). Committees may be combined if necessary. Committees with heavy workloads requiring much correspondence or attending many meetings, such as those dealing with public or governmental bodies, may be divided. Standing Committees shall be:
Section 2. When Committee action is recommended, a written motion shall be presented. If a letter is necessary it shall be presented in draft form. If time permits, the matter shall first be presented to the Board for its recommendation. A Committee may spend such amount as is authorized in the budget or approved by the Club, or in an emergency, by the Finance Committee. All committees shall act within policies established by the membership.
Section 3. Chairmen of Standing Committees shall be appointed for one year following election of officers, and they shall be members who have been in regular attendance for the current year. The President shall nominate the chairmen, subject to approval of the membership. The Vice President may serve as chairman of one major Committee, and the elected Trustees, when necessary, shall serve as chairman of a committee. No other officer shall serve as chairman of a Standing Committee.
ARTICLE VIII – SPECIAL COMMITTEES
Section 1. Special Committees are temporary committees created for a specific purpose and may be created as needed by the Executive Board and approved by the membership by simple majority vote. Such committee shall make no commitment, or policy, financial or otherwise, unless authorized by the Club membership at a meeting. The size of the committee shall be included in the project proposal and subject to vote by the membership. Where there are differences in point of view, those differences shall be represented on the committee.
Section 2. The Nominating Committee shall consist of three members to be elected by ballot by the members present, no later than the November meeting of each year. The President shall not serve on this committee nor two members of the same household. The duties of the nominating Committee shall be:
To submit the name of at least one nominee for each elective office no later than the December meeting.
To secure the consent of the nominee to serve if elected.
To ascertain that the nominee is qualified as to dues paid, regular attendance at Club meetings and requirements for the particular office.
To consider any recommendations made by active members, including the President, and carefully consider and check, in confidence, as to the candidate’s qualifications.
To arrive at a choice by majority vote of the Nominating Committee for the best interests of the Club.
ARTICLE IX – MEETINGS AND QUORUMS
Section 1. The regular meeting of the Club shall be held monthly unless otherwise voted by the Club or the Board. If such a meeting falls on a holiday, Election Day, or when the weather is extremely inclement, the President and one additional officer may reschedule or cancel the meeting but an attempt shall be made to notify at least regularly attending members of the change.
Section 2. The regular meeting held in January shall be known as the Annual Meeting and shall be for the purpose of electing officers and receiving the annual reports of officers and chairmen.
Section 3. A special meeting may be called by the President or the Executive Board or upon written request of five (5) members. A special meeting of the members may be called by written, e-mail, telephone or personal contact at least 48 hours before the meeting.
Section 4. Regular meetings of the Executive Board shall be held on a day prior to the regular general meeting of the Club at the call of the President of the Club. Hour, date and place of meeting may be decided by the Executive Board, but shall be announced to the Club members.
Section 5. All Executive Board meetings shall be open to members of the Club.
Section 6. QUORUMS
REGULAR OR SPECIAL MEETINGS OF THE CLUB. Fifteen (15) members shall constitute a quorum for the legal transaction of any business.
EXECUTIVE BOARD meetings. A majority of the members shall constitute a quorum for the legal transaction of business by the Executive Board.
COMMITTEE MEETINGS. A majority of any committee shall constitute a quorum for the legal transaction of any business.
ARTICLE X – ELECTIONS AND VOTING
Section 1. The annual election of officers shall be held at the Annual Meeting in January.
Section 2. All balloting shall be secret so that members may write in names if they so wish and may vote as they wish without the pressure of the group.
Section 3. At the time of the election, the report of the nominating committee shall be first presented. Then the President shall call for nominations from the floor, taking each office in turn starting with the President. Nominations shall not be closed until all who wish have had an opportunity to nominate.
Section 4. A. majority of those present and voting shall elect. If qualified, a write-in candidate may be elected. Elections shall be held at the beginning of the meeting so that there will be time for a revote, in case no one receives a majority for the particular office.
Section 5. A vacancy occurring in an elective office shall be filled by election at the next regular meeting of the Club except as noted for the Presidency and Vice Presidency. In case a vacancy occurs in the office of the President, the Vice President shall automatically become the President, and a new Vice President shall be elected.
ARTICLE XI – FINANCES
Section 1. The FISCAL YEAR shall be from January 1 through December 31.
Section 2. A FINANCE COMMITTEE shall consist of one Trustee as committee chair, the Treasurer, and of at least one other Executive Board Member and shall have general supervision of the Club’s finances. The committee shall be responsible for preparing an annual tentative budget for review of the Executive Board and vote by the Club membership. Advisory members of the Finance Committee shall be current and past members of the Executive Board or Club members with financial expertise. Approval of the budget will be authorization for the Treasurer to pay those bills so long as the bills do not exceed the budgeted amount and income is as projected. When items arise that are not in the budget, and do not exceed $100, the Finance Committee shall authorize that expenditure. Any disbursement in excess of $100 requires approval of the Executive Board and in excess of $500 requires approval at a general membership meeting. If the expense exceeds the amount in the budget by more than 10%, or income is below projections, the Finance Committee shall recommend necessary revisions of the budget to the Club. Policies guiding this Committee shall be:
Club funds from dues or fund raising shall not be spent or obligated without prior approval of the Club membership.
The Finance Committee shall consult with any committee or officers directly involved with changes in budget or financial planning prior to the Executive Board or regular Club meeting at which a matter is to be taken up.
In general, social affairs shall be self-supporting by those attending, but when social affairs are used for fundraising for the Club treasury, all members the Club should assist with the work or with contributions.
ARTICLE XII – AMENDMENTS
The Constitution and Bylaws may be amended by a two-thirds (2/3) vote of the members present and voting at any special or regular meeting of this Club, or an adjournment thereof, provided that previous notice of such amendment is given at the previous regular meeting and that the notice gives the proposed amendment and the same is filed with the Secretary at the immediately preceding regular meeting.
ARTICLE XIII – PARLIAMENTARY AND OTHER AUTHORITY
Section 1. Robert’s Rules of Order, Revised, shall be the parliamentary authority of this Club for all matters not specifically covered by these Bylaws, or other written rules or policies in conformity with fundamental principles of parliamentary law.
Section 2. The President shall be the official representative of the Club, but the President or the Club may delegate such authority when necessary for appropriate representations at meetings. In general, commitments, representations to other bodies, or Club policies shall be decided by the membership at a regular or special meeting. The officers, Executive Board or committees shall have such authority as is delegated to them by these Bylaws, Standing Rules, Written Policies or vote of the Club membership at any regular or special meeting.
ARTICLE XIV- ORDER OF BUSINESS
Section 1. The suggested order of business for regular meetings of this Club shall be:
Call to Order
Introduction of guests or new members
Reading, correction and approval of Minutes of previous meeting, regular and special, if any
Reports of Treasurer and other officers, if any
Report of Board
Report of Standing Committees
Report of Special Committees, if any
Section 2. Minutes of meetings shall be published in the Newsletter or presented to the members at the meeting. Such published Minutes may be approved without reading. Minutes with corrections must then be published for the members in the next Newsletter. Announcements, reports and a summary of correspondence may be published. Program is optional.
ARTICLE XV- DISSOLUTION
Upon dissolution of the Rainier Beach Community Club, assets shall be distributed for one or more exempt purposes within the meaning osf section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
APPENDIX A- CONFLICT OF INTEREST POLICY
Section 1. Purpose. The purpose of the conflict of interest section is to protect Club’s tax exempt status when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Club or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2. Definitions. An Interested Person is any director, officer, or member of a committee with governing board delegated powers (Committee), who has a direct or indirect Financial Interest. A person has a Financial Interest if the person has, directly or indirectly, through business, investment, or family:
An ownership or investment interest in any entity with which the Club has a transaction or arrangement;
A compensation arrangement with the Club or with any entity or individual with which the Club has a transaction or arrangement, or
A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Club is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A Financial Interest is not necessarily a conflict of interest. Under Section 3 paragraph b, a person who has a financial interest may have a conflict of interest only if the appropriate Executive Board or committee decides that a conflict of interest exists.
Section 3. Procedures. The following procedures shall apply:
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the Financial Interest and be given the opportunity to disclose all material facts to the Executive. After disclosure of the Financial Interest and all material facts, and after discussion with the interested person, he/she shall leave the Executive Board meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict if interest exists.
An interested person may make a presentation at the Executive Board meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The Board Chair, if appropriate, shall appoint a disinterested person or committee to investigate alternative to the proposed transaction or arrangement.
After exercising due diligence, the Executive Board shall determine whether the Club can obtain with reasonable efforts a more advantageous transaction or arrangement from a person entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Executive Board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Club’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
Section 4. Violations of the Conflict of Interest Policy. If the Executive Board has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member’s response and after making further investigation as warranted by the circumstance, the Executive Board determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 5. Records of Proceedings. The minutes of the Executive Board shall contain:
The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the Financial Interest, any action take to determine whether a conflict of interest was present and the Executive Board’s decision as to whether a conflict of interest in fact existed.
The names of the persons who were present for discussion and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement and a record of any votes taken in connection with the proceedings.
Section 6. Compensation. A voting member of the Executive Board who receives compensation, directly or indirectly, from the Club for services is precluded from voting on matters pertaining to that member’s compensation. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation directly or indirectly, from the Club for services is precluded from voting on matters pertaining to that member’s compensation. No voting member of the Executive Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Club , either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 7. Each director, officer and member of a committee with Executive Board delegated powers shall annually sign a statement which affirms such person:
Has read and understands the conflict of interest provisions in the Club by-laws;
Has agreed to comply with the policy, and
Understands the Club is a charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of it tax exempt purposes.
Section 8. Periodic Reviews. To insure the Club operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax exempt status, periodic review shall be conducted. The periodic reviews shall, at a minimum, include the following subjects;
Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.
Whether partnerships, joint ventures, and arrangement with management organizations conform to the Club’s written policies, are properly recorded, reflect reasonable investment or payments for good and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
When conducting the periodic reviews, the Club may use outside advisors. If outside experts are used, their use shall not relieve the Executive Board of its responsibility for ensuring periodic reviews are conducted.