Newport Hills Community Club

Article I Scope of Bylaws

Section 1. The written Bylaws prescribe internal operating procedures for Newport Hills Community Club, Inc.

Section 2. All references herein to the “Club” shall apply to Newport Hills Community Club, Inc.

Article II Membership and Dues

Section 1. Any household (those living together in the same dwelling) or family residing within the boundaries of the Club as established by the Board of Directors shall be eligible for membership.

Section 2. Any such household or family may become a member of the Club by paying the annual membership dues any time after April 1st of any year and shall remain a member through March 31st of the following year.

Section 3. Each member of the Club shall have one vote on business.

Section 4. Dues as established by the Membership prior to the year for which they are applicable are voluntary.

Section 5. Any changes in Dues must be approved by the Membership at a General Membership Meeting and such changes shall take place on January 1st of the following year.

Section 6. The entire Membership of the Club shall be divided into numbered “Areas” and each area shall be served and represented by a Trustee.

Article III Board of Directors

Section 1. The Board of Directors for the Club shall consist of Officers, Trustees and the immediate Past President.

Section 2. Officers of the Club shall consist of a President, Vice President, Secretary and Treasurer.

Section 3. Terms of office for the Officers and immediate Past President positions are one year.

Section 4. The number of Areas, the number designation for each Area and the boundaries for each Area shall be determined by the Membership Chair and voted on by the Board of Directors.

Section 5. There shall be one Trustee for each Area of the Club. Trustees shall serve for two year terms.

Article IV Duties and Responsibilities of the Board of Directors
(See Board of Directors and Members Information Handbook for additional details)

Section 1. The President shall preside at all meetings other than committee meetings at which he or she is in attendance, shall be a non-voting member of all committees, shall act as coordinator of all committees and their activities, and shall direct the Club in all other ways according to these Bylaws.

Section 2. The Vice President shall act as an aid to the President, and shall perform the duties of the President in the absence of the President.

Section 3. The Secretary shall maintain the Club records and files, record the minutes of each meeting and shall perform such duties as may be delegated to the office by the President.

Section 4. The Treasurer

A. The Treasurer shall receive and deposit in a bank account(s) all monies of the Club, keeping an accurate account of the same.

B. The treasurer shall disburse monies for the following:

i. Items approved in the Budget (See Article V, Section 6)
ii. Items added to the Budget and approved during a Board of Directors Meeting (See Article VI, Section 5)
iii. Items added to the Budget and unanimously approved by the Officers (See Article VI, Section 5)

C. The Treasurer shall maintain records of financial accounting for receipt and expenditures of Club Funds.

D. The treasurer shall present a detailed accounting at each regular meeting showing revenue, expenditures and bank balance.

E. The Treasurer’s accounts shall be reviewed during the first thirty (30) days of each fiscal year by the Audit Committee consisting of at least two Board Members appointed by the President.

F. All books of the Treasurer shall be open for inspection at all times to any member of the Club.

Section 5. Trustees shall serve their respective Areas by Trustees shall serve their respective Areas by maintaining communications between the Club and neighbors in their respective Areas, assisting with the annual membership drive and attending at least one General Membership meeting each quarter.  They may also recruit “Block Captains” to help with these duties.

Section 6. The Officers of the Club Shall prepare a budget for the forthcoming year and present it for the approval of the General Membership at the March General Membership Meeting following their election. The budget shall be no greater that 90% of the projected income for the coming year with a 10% Contingency Fund. The Contingency Fund shall be used for any item not in the budget subject to approval by the Board of Directors at a Monthly Board Meeting.

Section 7. The Board of Directors shall meet each month and shall act as representatives at large for the Membership. They shall review and decide what action to take on all matters of business that come before them at Board Meetings. They shall review all proposed amendments to the Bylaws and make recommendations to the membership. Policy positions and actions taken by the Board of Directors in dealing with governments and entities external to the Club shall be timely published on the website and in the Newsletter.

Section 8. All Board of Directors (Officers and Trustees) shall transfer all records and documents pertaining to their individual responsibilities to the incoming Officers and Trustees prior to the end of the year and shall work with incoming Officers and Trustees as required to make a smooth transition between outgoing and incoming Board Members.

Article V Meetings

Section 1. “General Membership Meetings” shall take place each month. These meetings may be referred to as “Board Meetings”.

Section 2. Times and places of all General Membership Meetings shall be determined by the incoming President, posted on the Club’s web site and published in the Newsletter.

Section 3. “Executive Board Meetings” shall take place when scheduled by the President for Officers of the Club only.

Section 4. “Special Meetings” may be called by a majority of the Board of Directors or by ten (10) or more members submitting a written request to any member of the Board of Directors.

Section 5. The Board of Directors shall attend all General Membership Meetings and Special Meetings. Committee Chairpersons shall attend all General Membership Meetings and Special Meetings when needed.

Section 6. General Membership Meetings and Special Meetings are open to all Members.

Section 7. Executive Meetings, Retreats, Committee Meetings and other such meetings shall be scheduled and held as needed by the President, Officers and Committees.

Article VI Club Business and Voting

Section 1. The Fiscal Year for the Club shall be from April 1st through March 31st.

Section 2. Any business may be transacted at any General Membership Meeting according to the following Sections of this Article.

Section 3: Any business transacted by any Member pertaining to and/or affecting the Membership outside of any Meeting shall be presented to the Board of Directors in writing or verbally at any Meeting prior to any action whenever possible.

Section 4. The nature of business at Special Meetings and other meetings shall be limited to that specified in the call of such meeting.

Section 5: Budget Revisions can take place in two ways:

A. A Revision proposed by any member of the Board, presented orally and in writing to the Board of Directors by its sponsor at a Board or Special Meeting; reviewed by the Officers and recommendations given by the Officers to the Board of Directors at the same meeting. Approval of any such Budget Revision shall be by a (2/3) two thirds vote in favor of the Revision. Any Budget Revision (addition) cannot exceed the Contingency Reserve set aside in the original Budget.

B. A Revision to the existing Budget by any Officer and approved by unanimous vote of the officers provided such Revision does not exceed 50% of the current balance of the Contingency Reserve. Such revisions if not made during a Board Meeting shall be recorded by the Secretary and reported at the next Board of Directors Meeting.

Section 6. A ballot shall be used for the election of Officers and Trustees and will be distributed to Club members only. A plurality vote will decide the winning candidate.

Section 7. An amendment of the Bylaws will require a two-thirds (2/3) of the total Club members voting for approval of such amendment at a General Membership Meeting. (See Article IX)

Section 8: An amendment of the Board of Directors and Members Handbook will require two-thirds (2/3) of those voting for approval of such amendment at a Board of Directors Meeting. (See Article XI)

Section9. In all other voting matters, a majority vote of those Club members voting will decide the issue voice or a show of hands at the discretion of the presiding Officer.

Section 10. At General Membership Meetings, a quorum (those eligible to vote) shall consist of the incumbent Board of Directors (Officers and Trustees) in attendance at the meeting.

Section 11. At any General Membership Meeting a quorum shall consist of those Club Members in attendance at the meeting.

Section 12. Prior to any Special Meeting, the Board of Directors shall establish a definition for a quorum for that Special Meeting.

Article VII Nomination, Elections, Vacancies and Terms

Section 1. Officers and Trustees shall be elected by ballot at the last General Membership Meeting of each year. Officers shall serve for (1) one year beginning in January. Trustees for “even” numbered areas shall be elected for two years of service beginning in January of “even” numbered years. Trustees for “odd” numbered areas shall be elected for two years of service beginning in January of “odd” numbered years. 

Section 2. 50% of the Trustees shall be elected every other year for two year terms.

Section 3. The Vice President shall be the successor to the office of the President for the subsequent year. The immediate Past President shall be a voting member of the Board of Directors for the subsequent year.

Section 4. One person may serve as President more than one term provided that person serves as Vice President and Past President according to Section 3.

Section 5. There are no term limits for Secretary, Treasurer or Trustees.

Section 6. A vacancy occurring in the office of President shall be filled by the Vice President. The Board of Directors will make appointments to fill other vacant offices and/or Trustee positions.

Section 7. Any Board of Director position may be declared vacant if the person holding that office or position is found to be incapable for any reason, including but not limited to conflict of interest or unwillingness to perform the duties of that office, by two-thirds (2/3) vote of the Board of Directors. Any such declaration of vacancy must be preceded by giving notice to the affected person in writing seven (7) days prior to the Board Meeting at which such declaration is made.

Section 8. Terms of all offices shall begin on January 1st and end on December 31st for either one or two years depending on the office.

Section 9. Officers and Trustees shall be nominated by a Nominating Committee appointed by the President and approved by the Board of Directors. Additional Nominations may be made from the floor, with permission of the candidate. All candidates must be members of the Club.

Article VIII Committees

Section 1. The President shall appoint all Committee Chairpersons designating whether the Committee is Standing or Special. Additional committee members shall be appointed by the Committee Chairperson as required.

Section 2. The Standing Committees shall be:

1. Membership (Newsletter distribution / Annual Membership Drive)

2. Newsletter

3. Audit

4. Nominating

5. web site

6. Volunteer Appreciation

7. Youth Activities (Such as the Spring Egg Hunt and Santa Claus Tour)

8. Community Outreach (Events such as the 4th of July Picnic and Car Show)

9. Land Use and Community Appearance

10. Merchants Liaison

11. Government Liaison

12. Public Safety

Section 3. All members of Standing Committees must be members of the Club.

Section 4. Committee work and discussions of issues should take place outside Board and General Membership Meetings. Reports and recommendations shall be made by Committee Chairpersons to the Membership at Board and General Membership Meetings.

Article IX Amendments to Bylaws

Section 1. Proposed amendments to these Bylaws shall be first approved by the Board of Directors and then submitted to the General Membership for approval.

Section 2. Proposed amendment(s) shall be submitted by any Member of the Board of Directors for approval in writing to the Board of Directors and shall also be read during a General Membership Meeting. After the reading, any minor corrections and/or editing shall be noted.  If approved, with noted minor corrections and editing, the edited version of the proposed amendments shall be submitted in writing and shall also be read at the next General Membership Meeting. If approved at this meeting, the proposed amendments shall be posted on the website and published in the next Newsletter.  Comments from the Membership shall be considered by the sponsor of the amendment(s) after which the sponsor may modify the amendment(s) at his/her discretion. The sponsor shall then submit the final version of the proposed amendment(s) in writing at the next General Membership Meeting where they shall be read and acted upon after the reading.

Section 3. Adoption of Amendments: The Final Wording of the Proposed Amendment(s) shall be adopted after a vote is taken at the General Membership Meeting following approval of the Final Wording at a previous Meeting according to Sections 1 and 2 above.

Section 4. Voting: Written copies of the Proposed Amendments to the Bylaws shall be made available at all Meetings at which they will be considered, and the proposals shall be read prior to discussion and vote by the Members. Voting for amendments shall be in accordance with Article VI, Section 6.

Article X Parliamentary Procedure

Robert’s Rules of Order shall govern the proceedings of this Club where not in conflict with the Articles of Incorporation and these Bylaws.

Article XI Board of Directors and Members Information Handbook

Section 1: A Board of Directors and Members Information Handbook shall be maintained by the Club. It shall contain the following information:

a. Club Mission Statement

b. Business Conduct

c. A list of Partnerships and Affiliations

d. Club Business Information

e. Roles and Responsibilities for all Officers, Trustees and Standing Committee Chairpersons

f. A list of Current Officers, Trustees and Standing Committee Chairpersons

g. Calendar of Meeting Dates and Activities for the current year

h. Club Budget for the current year

i. List of Currently Active Goals

j. A Record of Resolutions and Motions

Section 2: Amendments to this Handbook shall be made by submitting changes in writing to the Board of Directors and read at a General Membership Meeting. Approval of such changes shall require two thirds (2/3) of those voting at the Board Meeting.

Article XII Indemnification of Board of Directors

Section 1. Each member of the Board of Directors (Officers or Trustees), now or hereafter serving the Club, shall be indemnified and otherwise held harmless by the Club against all liabilities, judgments, awards, costs and expenses, including attorney fees, incurred in any proceeding to which he or she may be a party or become involved by reason of being or having been a Director (Trustee or Officer of the Club).

Section 2. In such cases where the Director is guilty of willful misfeasance or intentional misconduct, including but not limited to acts constituting fraud during the performance of prescribed duties or acted outside the scope of authority granted by the Membership, no right of indemnification exists.  Further, such right to indemnification shall not apply if the amount of any judgment or settlement is payable to the Club itself.

Section 3. The foregoing right of indemnification shall be construed in accordance with the applicable laws in the State of Washington. 

Article XIII Mission Statement and Statement of Objectives

Section 1. The Club’s Mission Statement shall be published with each Club newsletter and placed at the top of the front page as follows:

“Mission Statement:  The Newport Hills Community Club is a volunteer neighborhood organization that serves its membership by publishing news and information, by acting as a forum for issues that pertain to our area, by supporting and taking positive action towards community improvements and promoting regular social events throughout the year for all residents who receive this newsletter.  Visit our website for a complete description of the Club’s mission and objectives.”

Section 2. The Club’s Mission Statement and a Statement of the Club’s Objectives shall be published in the Club’s Handbook and posted on the Club’s Website as follows:

“Mission Statement: The Newport Hills Community Club is a volunteer neighborhood organization that serves its membership by publishing news and information, by acting as a forum for issues that pertain to our area, by supporting and taking positive action towards community improvements and promoting regular social events throughout the year for all residents who receive the Club’s newsletter.” 

“Statement of Objectives:
 
1.  To publish a newsletter and maintain a website for distributing news and other information that may be useful and/or interesting to our membership.
 
2.  To provide a forum for discussing and expressing opinions about issues that may challenge the positive aspects of living in this area for individuals and/or for the area as a whole.  
 
3.  To help our individual members find the most effective way(s) to act and/or react to issues that challenge their individual quality of life, especially when an issue arises that may improve the quality of life for some residents at the expense of others.
 
4.  To be involved with local schools, churches, police and fire departments, city government, and businesses to monitor and report information about education, youth activities, crime, fire prevention, disaster preparedness, parks, streets, sidewalks, utilities, land use, park activities and commerce within our area.
 
5.  To promote social activities by sponsoring community events such as but not limited to:
            The Spring Egg Hunt
            The 4th of July Picnic
            The Cool Car Show
            The Santa Claus Tour
            Holiday Lights Contest
            Volunteer Appreciation Dinner

(As Amended October 16, 2007)

Newport Hills Community Club Handbook