West Central Park Project
Adopted July 4, 2013
ARTICLE I – Name of Organization
The organization shall be named the West Central Park Project.
ARTICLE II – Mission Statement
The West Central Park Project is dedicated to creating a public, open, green space that can serve the recreational, educational, artistic, and musical needs of the community in which it sits. The space created by the neighborhood, for the neighborhood, to be a model for other neighborhoods to create similar spaces and thereby improve their economy and their quality of life.
ARTICLE IV – Board of Trustees
SECTION 1 – The Board of Trustees
The Board of Trustees shall have the power to enact and execute all policies relating to the governance and maintenance of the West Central Park. The Board of Trustees shall meet no fewer than six (6) times per year.
The Board of Trustees shall consist of twelve (12) members. Proposed policies must receive majority support for enactment. Should a vote of the Board result in a tie, the President of the Board shall have the power to cast a tie-breaking vote. A quorum of seven (7) members is required to call a meeting of the Board to order.
Members of the Board of Trustees shall serve three (3) year terms. No member of the Board shall serve more than three (3) consecutive terms. Inaugural Trustees shall be exempt from term limits.
All expenditures in excess of $1,000 must be approved by a vote of the Board of Trustees. All capitol or structural alterations to West Central Park must be approved by a vote of the Board of Trustees.
SECTION 2 – Officers
The President of the Board
The Board of Trustees shall elect from its membership a President of the Board.
The President shall preside over meetings of the Board of Trustees.
The President shall have the power to call to order meetings of the Board of Trustees outside of scheduled meetings, provided they provide Trustees with three (3) days notice.
The President shall have the power to disburse from and deposit to funds of the bank account of the West Central Park Project. The President must notify the Treasurer within twenty-four (24) hours of any and all disbursements or deposits.
The Vice President of the Board
The President shall appoint a Vice President, subject to majority confirmation by the Board of Trustees.
The Vice President shall have the authority to exercise all the powers and duties of the President in the event that the President is unable to.
The General Secretary of the Board
The Board of Trustees shall elect from its membership a General Secretary.
The General Secretary shall maintain all correspondence as required by state and federal law with the Secretary of the State of Washington and receive all correspondence on behalf of the West Central Park Project.
The General Secretary shall record and maintain all bylaws and policies of the West Central Park Project and any amendment thereof.
The Treasurer of the Board
The Board of Trustees shall elect from its membership a Treasurer.
The Treasurer shall maintain all financial records and fiscal statements for the West Central Park Project.
The Treasurer shall be responsible for preparation and filing of all fiscal records as required by state and federal law.
The Treasurer shall have the power, when authorized by the President of the Board, to disburse from and deposit to funds of the bank account of the West Central Park Project.
The Clerk of the Board
The Board of Trustees shall elect from its membership a Clerk.
The Clerk shall maintain all official correspondence not falling under the purview of the General Secretary.
The Clerk shall record minutes for all Board of Trustees meetings and shall certify all actions of the Board of Trustees.
Any member may be considered for election after gaining a nomination and a second. No board member shall nominate or second himself/herself for any office. Officer elections shall follow the procedure outlined for trustee elections in Section 3 of this article.
The President shall have the authority to convene an Executive Committee. The Executive Committee shall consist of the President, Vice President, General Secretary, Clerk, and Treasurer.
A quorum of three (3) members of the Executive Committee must be present to call a meeting to order.
The Executive Committee shall have the power to take action on behalf of the full Board of Trustees in the event a quorum of the Board of Trustees cannot be established. All actions of the Executive Committee shall be subject to review by the full Board upon its next convention.
SECTION 3 – Composition of the Board
At a time not more than one month prior to the expiration of a trustee’s term, the Board shall elect the successor to that position. Candidates for trustee positions must receive a nomination and a second from sitting trustees. Nominations for a position must be closed by a motion, second, and majority vote. Once nominations are closed, the Board shall vote, each trustee casting one vote for a nominee. The incumbent trustee may neither nominate nor second a candidate for their position. The incumbent trustee may not vote in the election of their position. The nominee receiving the most votes shall assume the position on May 2.
A Member of the Board of Trustees can be removed from office if three-quarters of the Board votes to impeach them.
Vacancies occurring prior to the end of a term shall be filled through appointment by the President and confirmation by a unanimous vote of the Board of Trustees; replacement appointees shall serve to the end of their appointed term.
Vacancies must be filled within ninety (90) days.
The inaugural membership of the Board of Trustees shall include:
(Position 1) Alicia Elliott, term expires May 1, 2016
(Position 2) Dennis Lyon, term expires May 1, 2016
(Position 9) Chad Law, term expires May 1, 2014
(Position 10) Judy Lindlauf, term expires May 1, 2014
(Position 5) Bernie Flowers, term expires May 1, 2015
(Position 3) LeAnne Kirkwood, term expires May 1, 2016
(Position 11) Souki Mehdaoui, term expires May 1, 2014
(Position 12) Daniel Cherniske, term expires May 1, 2014
(Position 4) Dave Humphreys, term expires May 1, 2016
(Position 6) Seth Chance, term expires May 1, 2015
(Position 7) Tucker Petertil, term expires May 1, 2015
(Position 8) Brenda Stocker, term expires May 1, 2015
ARTICLE V – Amendment of Bylaws
Bylaws may be amended at meetings of the Board of Trustees where a quorum is present when three-quarters of the Trustees in attendance vote to amend the bylaws.
ARTICLE VI – Indemnity
Indemnification of Organization Directors and Officers
To the fullest 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 Director or Officer of the Organization.
Limitation on Liability of Organization Directors, Officers, and Members
To the fullest extent permitted by law, including RCW 23B.08.320, neither Directors nor Members of the organization shall be personally liable for monetary damages resulting from conduct as a Director, Officer, of Member of the Organization.