Bylaws

WEST CENTRAL PARK PROJECT
Bylaws
Adopted August 21, 2014; Last Amended December 17, 2015

ARTICLE 1 — Name of Organization

The organization shall be named the West Central Park Project (“WCPP”). [Adopted 08/21/2014]

ARTICLE 2 — Mission Statement

The WCPP is dedicated to creating a public, open, green space (“Park”) that will foster the recreational, educational, economic, and creative needs of the community in which it sits. [Adopted 08/21/2014; Amended 09/17/2015]

ARTICLE 3 — Values Statement (reserved)

ARTICLE 4 — Board of Trustees (“Board”)

4.1 Authority of the Board. The Board shall have the power to enact and execute all policies relating to the governance and maintenance of the WCPP. [Adopted 08/21/2014]

4. 2 Composition of the Board.

4.2.1 The Board shall consist of a minimum of eight (8) and a maximum of twelve (12) members.

4.2.2 Members of the Board (“Trustees”) shall be elected for three (3) year terms.
4.2.2.1 Each Trustee’s term will commence on May 1 of the year in which the Trustee is elected.

4.2.2.2 With the exception of Inaugural Trustees, no Trustee shall serve more than three (3) consecutive terms. Inaugural Trustees shall be exempt from the 3-term limitation. [Adopted 08/21/2014; Amended 07/16/2015]

Inaugural Trustees:
Position 1 (ends 2016) – Alicia Elliott
Position 2 (ends 2016) – Dennis Lyon (resigned)
Position 3 (ends 2016) – LeAnne Kirkwood (resigned)
Position 4 (ends 2016) – Dave Humphreys
Position 5 (ends 2015) – Bernie Flowers (resigned)
Position 6 (ends 2015) – Seth Chance (resigned)
Position 7 (ends 2015) – Tucker Petertil
Position 8 (ends 2015) – Brenda Stocker (resigned)
Position 9 (ends 2014) – Chad Law (completed)
Position 10 (ends 2014) – Judy Lindlauf
Position 11 (ends 2014) – Souki Mehdaoui (resigned)
Position 12 (ends 2014) – Daniel Cherniske (resigned)

4.3 Election of Trustees.

4.3.1 No more than one month prior to the completion of a Trustee’s term, the Board may elect a successor for that position. Departing Trustees should be encouraged to suggest possible replacements for the position they are vacating. Candidates for trustee positions must receive a nomination and a second from sitting Trustees. Nominations must be closed by a motion, second and majority vote. Once nominations are closed, each Trustee shall vote for one nominee. The nominee receiving the most votes shall take office on May 1.

4.3.2 The schedule for election of Trustees is as follows:

4.3.2.1 Election of Trustee positions nine (9) through twelve (12) shall be held in April of every third (3rd) year commencing in 2014.

4.3.2.2 Election of Trustee positions five (5) through eight (8) shall be held in April of every third year commencing in 2015.

4.3.2.3 Election of Trustee positions one (1) through four (4) shall be held in April of every third year commencing in 2016. [Adopted 08/21/2014; Amended 08/20/2015]

4.4 Resignation/Removal/Vacancies.

4.4.1 A Trustee may resign by giving notice at a Board meeting, or by writing to the President or Secretary of the Board. Such resignation shall take effect at the time specified, or, if no time is specified, immediately on receipt of notice. Resigning Trustees should be encouraged to suggest possible replacements for the position they are vacating.

4.4.2 A trustee who misses three (3) consecutive regular meetings without notice or explanation will be considered to have resigned. A replacement will be seated according to the procedure for filling vacancies at Sec. 4.4.4.

4.4.3 A Trustee can be removed at any time by a vote of three-quarters of the members of the Board.

4.4.4 A vacancy occurring prior to the end of a term may be filled through appointment by the President and confirmation by a vote of the Board. Appointees shall serve the remainder of the term for the position they are filling. Vacancies shall be filled with the position with the longest remaining term being filled first and any additional vacancies being filled using the same procedure. [Adopted 08/21/2014; Amended 07/16/2015]

4.5 Conflict-of-Interest. Trustees shall have read and signed the Conflict-of-Interest Policy (PPAP x.x) annually. [Adopted 08/21/2014; Amended 08/20/2015]

ARTICLE 5 — Officers

5.1 Officers Enumerated. The officers of the WCPP shall be a President, a Vice-President, a Secretary, a Treasurer, and a Recorder. [Adopted 08/21/2014]

5.2 Election of Officers. Any Trustee may be considered for election as an Officer according to the procedure outlined for election as Trustee in Sec. 4.3. [Adopted 08/21/2014]

5.3 Officers’ Terms.
5.3.1 Officer’s terms will run concurrent with their terms as Trustees.

5.3.2 An Officer may resign by giving notice at a Board meeting, or by writing to the President or Secretary of the Board. Such resignation shall take effect at the time specified, or, if no time is specified, immediately on receipt of notice.

5.3.3 An Officer who resigns as an Officer may retain his or her position as a Trustee. [Adopted 08/21/2014]

5.4 Powers and Duties of Officers.

5.4.1 President. The Board shall elect from its membership a President whose duties and powers shall include: (a) presiding over meetings of the Board, and (b) calling special meetings of the Board, provided that Trustees are given three (3) days advance notice of the meeting.

5.4.2 Vice-President. The President shall appoint a Vice President, subject to confirmation by a majority of the members of the Board. The duties and powers of the Vice President shall include serving in the capacity of President with all the delegated duties and powers should the President be unable to serve.

5.4.3 Secretary. The Board shall elect from its membership a Secretary whose duties and powers shall include: (a) maintaining all official correspondence, including that required by state law and procedures of the Secretary of State of the State of Washington, (b) recording and maintaining the official bylaws and policies of the WCPP, (c) recording minutes for all Board meetings and (d) certifying all actions of the Board.

5.4.4 Treasurer. The Board shall elect from its membership a Treasurer whose duties and powers shall include: (a) maintaining all financial records and fiscal statements for the WCPP, (b) being responsible for preparation and filing of all fiscal records as required by state and federal law, and (c) informing the Board of financial obligations of the WCPP. [Adopted 08/21/2014; Amended 12/17/2015]

ARTICLE 6 — Meetings

6.1 The Board shall meet no fewer than six (6) times per year. At the first meeting after May 1st of each year, the Board shall adopt a schedule of regular Board meetings for the coming year. [Adopted 08/21/2014]

6.2 A quorum of the Board is necessary to conduct business. A majority of the full Board as constituted at that time shall constitute a quorum. [Adopted 08/21/2014]

6.3 A Board meeting may be conducted electronically (via Skype or conference call) if all Trustees are able to participate. A Board action may be approved by email, provided the action is approved by unanimous consent with no Trustee abstaining. Any action taken electronically must be recorded and inserted into the minutes as if it was an action by the Board at a meeting. [Adopted 08/21/2014; Amended 07/16/2015]

6.4 A majority vote of Trustees in attendance at a meeting where a quorum is present is required to adopt or amend Policies. [Adopted 08/21/2014]

ARTICLE 7 — Committees

7.1 Executive Committee. The President shall have the authority to convene an Executive Committee. The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer, and Recorder.

7.1.1 A quorum of three (3) members of the Executive Committee must be present at an Executive Committee meeting to transact official business on an emergency basis.

7.1.2 All actions of the Executive Committee shall be subject to review by the full Board at its next scheduled meeting. [Adopted 08/21/2014]

7.2 Other Committees. The Board may form temporary or standing committees with the purposes, duties, powers, and authorities defined in the WCPP Administrative Policies. Any such temporary or standing committees should report periodically to the Board on their activities. [Adopted 08/21/2014; Amended 12/17/2015]

ARTICLE 8 — Administrative and Financial Provisions

8.1 At the beginning of the WCPP fiscal year, April 1 – March 31, the Board shall designate by majority vote those Trustees who shall be authorized to sign checks and otherwise disburse funds from the WCPP accounts. [Adopted 08/21/2014]

8.2 No Trustee having responsibility to maintain financial records shall have authority to disburse funds from WCPP accounts. [Adopted 08/21/2014]

8.3 All expenditures in excess of one-thousand dollars ($1,000) must be approved by a vote of the Board of Trustees. All capital or structural alterations to Park must approved by a vote of the Board. [Adopted 08/21/2014]

8.4 The Board shall have the authority to purchase or sell Park property, real or personal, provided that any such transaction is approved unanimously by the Board. The purchase or sale documents must be signed by at least three WCPP officers. [Adopted 12/17/2015]

ARTICLE 9 — Amendment of Bylaws.

9.1 These bylaws may be amended at any regularly scheduled meeting if a quorum is present and three-quarters of the Trustees in attendance vote for an amendment. [Adopted 08/21/2014]

9.2 Any proposed amendment must be circulated at least three (3) days prior to the meeting and provided in writing at the meeting. [Adopted 08/21/2014]

ARTICLE 10 — Indemnity

10.1 Indemnification of Trustees and Officers. To the extent permitted by law, including RCW 23B.08.510, and .570, the organization shall indemnify against liability an individual made a party to a proceeding because the individual is or was a Trustee or Officer of the WCPP. [Adopted 08/21/2014]

10.2 Limitation on Liability of Trustees and Officers. To the extent permitted by law, including RCW 23B.08.320, no Trustee or Officer of the organization shall be personally liable for monetary damages resulting from conduct as a Trustee or Officer of the WCPP. [Adopted 08/21/2014]

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