Bylaws
Of
Port Ludlow Village Council, Incl.
A Washington Non-profit
Corporation
Revised October 2010
ARTICLE I
Section 1. Purpose
These
Bylaws are promulgated pursuant to Section XI of the Articles of Incorporation of
Port Ludlow Village Council filed September 20, 1999...(hereinafter ŇPLVCÓ) and
supercede any prior Bylaws
or other rules previously in force.
Section 2. Procedures
The rules
contained in RobertŐs Rules of Order Newly Revised, In Brief; copyright
2004, DaCapo Press, or RobertŐs Rules of Order
Newly Revised, 10th Edition may be used in any instance as
guiding principles to any actions of the PLVC in which they may be applicable
and are not inconsistent with these Bylaws or Restated Articles of Incorporation.
Article
II
Section 1. Voting Membership
The Voting
Membership of PLVC is as set forth in the restated Articles of Incorporation.
Article
III
Section 1. Place of meeting
Membership meetings may be held at such place
as may be designated in the notice of the meeting within Port Ludlow and, if no
suitable location is available, then within Jefferson County. All meetings
shall be open to the public and all business transacted shall become part of
the public record.
Section 2. Annual Meetings
Each year
there shall be an Annual Meeting of the Voting Members held in Port Ludlow.
Written notice of such meeting shall be sent thirty (30) days
in advance and shall designate the issues to be addressed.
Section 3. Special Meetings
Special meetings of
Voting Members may be called by the Board of Directors on fourteen (14) days
prior written notice, by mail.
Section 4. Notice of Meetings
A written notice stating the time and
place of the annual meeting or any special meeting of the Voting Members shall
be delivered personally or mailed, postage prepaid, to each Voting Member at
his or her address as the same appears in the records of the PLVC, or if no
address appears, at the Voting MemberŐs last known place of residence or business,
at least ten (10) days and not more than fifty (50) days prior to the meeting.
A notice of any special meeting of Voting Members shall also state the purpose
of such meeting. No action except of an advisory nature shall be taken at a
special meeting except as stated in such notice. Notice of all meetings shall
be given to the holder of any proxy filed with PLVC in the same manner as if
such proxy holder were a Voting Member.
Notice of regular meetings, other than the
annual meeting, shall be made by providing each Voting Member with the adopted
schedule of regular meetings for the ensuing year at any time after the annual
meeting and ten (10) days prior to the next succeeding regular meeting and at
any time when requested by a Voting Member, or by such other notice as may be
adopted from time to time by the Board of Directors and approved by the Voting
Members.
Section 5. Quorum
Quorum requirements for the Annual or
Special Meetings of the Voting Members shall consist of thirty per cent (30%)
of the eligible Voting Members including those present, voting by mail or fax,
and by proxy.
Section 6. Voting Rights
In matters put to a vote at any meeting of
the Voting Members, the Voting Members have the voting rights specified in the
Articles of Incorporation.
á Where
provided, Voting Members may vote by written ballot returned by
mail, fax or proxy.
á Where
no authorized ballot is provided, Voting Members may vote in person or
by proxy.
á Proxies must be
in writing and delivered to the Director of Elections before the election. They
must state the following:
1. PLVC at
the top of the page.
2. The
name of the individual who is entitled to vote the proxy.
3. The
name of the individual giving the proxy and their signature and the date of
signature.
Section 7. Proxies
Every Voting Member may authorize another
Voting Member to act by proxy with respect to such voting rights. The Voting
Member granting the proxy may revoke a proxy at any time. All proxies shall be
in writing signed by the Voting Member granting the proxy and filed with the
Secretary of PLVC.
Section 8. Adjournment
An annual or special meeting of Voting
Members may be adjourned from day to day or to a designated date and time by
majority vote of the Voting Members present. No notice of adjournment need be
given to absent Voting Members.
Article
IV
There
shall be ten (l0) Directors of PLVC who shall be elected from the Voting
Membership. North Bay and South Bay shall each be allocated a number of
Directors in proportion to the number of eligible Voting Members in North Bay
compared to South Bay. In addition, the presidents of Ludlow Maintenance
Commission and the South Bay Community Association, or their designees, shall
be directors of PLVC during the term of their presidency.
Section 1. Powers and Duties
The
business and affairs of PLVC shall be managed and conducted by the Board of
Directors and officers. Each director may, without regard to elected position, exercise
one vote on any issue before the PLVC.
Section 2. Election and tenure
At each
Annual Meeting of Voting Members, five (5) Directors shall be elected to hold
office for two years. The remainder of a term resulting from a vacancy shall be
filled by appointment, by the board of Directors, of an individual to serve
until the next annual election.
Section 3. Fiduciary Duties
Each Director owes a fiduciary duty to
this Corporation and to its Voting Members, but in cases where there is a
conflict of interest between the interests of a Voting Member whose
constituency elected the Director and other Voting Members then, in that case,
a Director shall have the right, notwithstanding such fiduciary duty, to vote
in a manner consistent with the interest of the Voting Members who elected the
Director. Directors with a conflict of interest shall have an obligation to
disclose such conflict to the Board of Directors prior to voting.
Article
V
Section 1. Place of Meetings
Meetings of the Directors may be held at
any place within Port Ludlow and if no suitable place is available in Port
Ludlow, then in Jefferson County.
Section 2. Annual Meetings
The annual meeting of Directors, during which
they shall elect officers, shall follow the annual meeting of the membership at
which Directors are elected.
Section 3. Regular Meetings
The Board of Directors shall meet
regularly - generally monthly - in Port Ludlow. Notice shall be given at the preceding
regular meeting. All Voting Members may attend.
Section 4. Special Meetings
The President or four (4) members of the
Board of Directors may call special meetings of the Board of Directors on
forty-eight (48) hours notice. Such notice may be by verbal, voice-mail, or
e-mail notice. Such notice shall include the purpose, time and location of the
meeting. The notice shall be posted on Port Ludlow Today and on the PLVC
website. All Voting Members may attend.
Section 5. Executive Session
The Board of Directors may meet without
the presence of Voting Members to receive and discuss matters of a confidential
nature such as personnel matters, advice of an Attorney or decisions involving
litigation.
Section 6. Action by Consent Without
Meeting
In special circumstances action which may
be taken at any meeting of the Board of Directors may be taken without a formal
meeting, provided reasonable effort to contact all members of the Board of
Directors has been made, the matter is discussed in person or by telephone or
e-mail and written consent to the action taken is thereafter signed by a
majority of the Board of Directors.
Section 7. Quorum
Seven (7) members of the Board of
Directors shall be a quorum at any meeting of the Board of Directors. Every
action taken or decision made by a majority of the Voting Directors present at
a meeting, notice of which was given in accordance with these Bylaws and at
which a quorum is present, is a binding act or decision of the Board of
Directors.
Section 8. Use of Communications
Equipment
Meetings of the Board of Directors may be
convened by conference telephone or similar communications equipment, so long
as all Directors participating in such meeting can hear one another. Each
person elected to the Board of Directors hereby agrees that any such meeting
may be recorded, with or without specific notice of recording having been
given.
Section 9. Adjournment
A majority of the Board of Directors
present, whether or not constituting a quorum, may adjourn any meeting of the Board
to another time and place.
Article
VI
Section 1. Officers
The officers of PLVC shall be President,
Vice President, Secretary and Treasurer, and such other
officers as may be appointed by the Board of Directors. One person may
hold more than one office, provided that one person may not hold the combined
offices of President and Secretary. A Voting member who is
not a Director may be appointed by the board of Directors to any office other
than President and Vice- President.
Section 2. Election and Term of Office
Following
each election, the Board of Directors shall elect officers to serve for one
year or until their successor is elected unless such officer resigns or is
removed pursuant to Section 3. Any subsequent vacancy shall be filled by election
by the remaining Directors.
Section 3. Removal
Any officer may be removed by a vote of
75% of the Board of Directors present at any regular or special meeting of the
Board, whether or not such person has an employment contract with this
Corporation
Section 4. Vacancies
A vacancy in any office because of death,
resignation, removal, disqualification or any other cause may be filled by the
Board of Directors at a special meeting in the manner prescribed in these Bylaws
for regular elections to such office.
Section 5. Duties of Officers
President - The President shall
preside at all meetings; shall appoint chairs for each standing and ad hoc
committee, and instruct those chairs to select members from the community and
bring those names to the Board of Directors for ratification; shall be a
nonvoting ex officio member of each committee, and, with the consent of
a majority of the Board of Directors shall represent PLVC to other persons and
entities and shall have such other powers as shall be given by the Board of
Directors.
Vice President - In the
event the President is unable to act, the Vice President shall have all the
powers of the President.
Secretary - The Secretary shall
keep minutes at each meeting of the Voting Members and at each regular and
special meeting of the Board of Directors and shall maintain same for
inspection, on reasonable notice, by any Voting Member.
Treasurer - The Treasurer shall
keep and maintain, correct accounts of the properties and business transaction
of PLVC including accounts of its liabilities, receipts, disbursements, losses
and capital. The books of account shall, on reasonable notice, be open to
inspection by any Voting Member. The Treasurer shall deposit all moneys and other valuables to the credit of PLVC with such depositors, or in
such investments guaranteed by the full faith and credit of the United States,
as may be designated by the Board of Directors. The Treasurer shall pay
obligations as directed by the Board of Directors. The Treasurer shall render
financial statements at each annual meeting. The financial statements shall be
reviewed by a Certified Public Accountant if so directed by the Board of
Directors. The Treasurer shall provide the Board of Directors with monthly
statements of income, disbursements, and a statement of the balances in PLVC
accounts. The Board of Directors may, if it elects, cause the annual statements
to be audited by a Certified Public Accountant.
Section 6. Miscellaneous Offices
Director of Elections - The
Director of Elections shall keep a list of all names, addresses, phone numbers
and e-mail addresses of property owners in North Bay and South Bay as well as a
register of Voting Members and, at least thirty (30) days before each Annual
Meeting send by regular mail, a ballot listing all individuals running for the
office of Director along with notice of the Annual Meeting and meeting agenda.
The lists shall be kept current in the event notices of special meetings
or other notification needs to be made.
Recording Secretary - The
Recording Secretary shall work with the Secretary to record and preserve all
minutes, motions, and solutions of the Council during scheduled or called
meetings, but shall have no further duties unless by agreement with the
Council.
Section 7. Limitations of Miscellaneous Officer
Holders
The
offices of Director of Elections, and Recording Secretary shall have no vote
and shall serve at the pleasure of the Board of Directors.
ARTICLE VII
Section 1. Types
Standing,
special (ad hoc), action and investigative committees may be appointed.
Section 2. Membership
Directors
and Voting Members who are not Directors may be members and chairpersons.
However, each committee shall contain one member who is a director of PLVC.
Section 3. Duration of Membership
Each
member of each committee shall serve during the tenure of the President who
made the appointment. Members may be re-appointed by the succeeding Presidents
except that no individual may serve longer than three (3) years without the
consent of two-thirds (67%) of the Board of Directors.
Section 4. Power
Each
committee shall report its progress at each regular meeting of the Board of
Directors. No committee shall have the power to incur debt, speak for, bind, represent,
or take action on behalf of PLVC or its Board of Directors except on prior
explicit written consent by majority vote of the Board of Directors.
Article
VIII
Dues,
Assessments and User Fees
Section 1. Assessments
Dues may be assessed to Voting Members
only as provided in the Articles of Incorporation.
Section 2. User Fees
The Board of Directors may impose user
fees upon those persons, whether or not Members, who make use of PLVC
facilities, goods or services.
Section 3. User Fees and Assessments
User fees and assessments shall have a
rational relationship to the goods, services or use made by the person(s) to
whom the fees or assessments are charged.
Article
IX
Section 1. Adoption
The Bylaws may be amended at the Annual
Meeting or a Special Meeting of the Voting Members by a vote of sixty (60)
percent of the Voting Members who vote in person or by Proxy. Any proposed
amendments shall be published by mail, e-mail or community publications fifteen
(15) days prior to such election.
CERTIFICATE OF SECRETARY
I certify that the foregoing Bylaws of Port Ludlow Village Council, Inc., a Washington nonprofit corporation, were duly adopted by the Voting Members of Corporation effective October 7, 2010 -_____________________________________________