Article I. Identification and Fiscal Year.
Section 1. Name. The name of the corporation is the Roosevelt Neighborhood Association – Seattle (the “RNA”). The RNA has been formed as a non-profit corporation pursuant to the Articles of Incorporation (“Articles”) filed with the Secretary of State of the State of Washington on November 18, 2003.
Section 2. Fiscal Year. The RNA shall use the calendar year for accounting purposes.
Section 3. Mission, Vision, Values.
MISSION: The RNA facilitates inclusive community engagement efforts to support neighbors and local partners in achieving an equitable, happy, and forward-looking Roosevelt.
VISION: People from different backgrounds and ages can live, work, or play in a Roosevelt with a variety of high quality housing, transportation, businesses, schools, and community spaces for a happy and secure life.
VALUES:
- Inclusivity: We welcome everyone who lives, works, or plays in Roosevelt to the table.
- Equity: We believe that a person’s experience in the RNA, Roosevelt, and the surrounding community should not be determined by race, sex, gender, sexual orientation, age, religion, national origin, disability, economic, or housing status.
- Future-orientation: We celebrate Roosevelt’s history and proactively collaborate with our neighbors and partners to envision and plan for the future of our neighborhood.
- Community voice: We support meaningful community engagement and access to understandable information to activate the community’s voice.
- Bull Moose-ivity: We celebrate our community’s resilient and innovative spirit, like Theodore Roosevelt’s bull moose.
Article II. Neighborhood Boundaries.
The boundaries of the Roosevelt Neighborhood (the “Neighborhood”) are as follows: Interstate 5 on the West and NE Ravenna Boulevard on the South. The East boundary extends from 15th Avenue NE and includes the blocks between 65th to 70th Street NE over to 17th Avenue NE.. The North boundary extends from the Intersection of 15th Ave NE and Lake City Way southwest along Lake City Way, and west on NE 75th Street to I-5.
Article III. Membership.
Section 1. Definition, Qualifications for, and Privileges of Membership
(a) Definitions/Qualifications for Members: Those persons 16 and older who reside in the Neighborhood, own real property in the Neighborhood, own or are employed by a business, church, school, or nonprofit entity located in the Neighborhood, or attend school in the Neighborhood, and have paid annual dues. Persons who live, work, or own property within 0.25 mile of the Neighborhood boundaries may also be members. These Bylaws shall refer to an individual member as “Member” and to the membership as a whole as “Membership.”
(b) Privileges of Members. Any Member over the age of 18 may serve as a Director or Officer on the Board as described further in Article V. Any Members who are current with dues may: vote during elections, special meetings, or general meetings; attend Board meetings; serve as a Committee Chair; and participate in committees.
(c) Definitions/Qualifications for Associate Members: Those persons 18 and older who do not qualify as Members under Section 1(a) of this Article but have an interest in RNA activities, and have paid annual dues. These Bylaws shall refer to an individual associate member as “Associate Member” and to associate members as a whole as “Associate Membership.”
(d) Privileges of Associate Members: An Associate Member may be appointed by the Board in accordance with Article V.1 of these Bylaws to serve as a Committee Chair and may otherwise participate in any Committees. Associate Members are eligible for nomination to the Board as described further in Article V. Only Associate Members who are actively serving on the Board may vote during elections, at Board meetings, special meetings, or general meetings.
(e) Privileges of Business Membership: The owner or a representative of a business located within the geographical area shall be entitled to one vote at general membership meetings. Representatives of business members must have a written note from the business member to participate in voting.
(f) Privileges of Household Membership: Persons who have household membership are eligible to cast up to two transferable votes.
Section 2. Joining the RNA.
(a) A Member must pay dues and be able to meet qualifications for membership and provide the RNA with his/her/company/business name, address, telephone number (if available), email address (if available), and qualifications for membership in accordance with Section 1 of this Article III.
(b) An Associate Member must pay dues and provide the RNA with his/her name, address, telephone number (if available) and email address (if available).
Section 3. Dues/Categories. Categories and fees for annual dues are established by the Board and reviewed at least biannually.
Section 4. Nondiscrimination. The Association shall not deny membership to, or discriminate against any person on the basis of race, religion, creed, color, national origin, disability, gender or sexual orientation.
Article IV. Membership Meetings.
Section 1. Public Meetings. All general membership meetings shall be open to the public. The Chair or Board Members authorized by the Chair to facilitate meetings shall have the authority to exclude any person from the meeting if that person fails to comply with the RNA’s nondiscrimination policy or otherwise interferes with the conduct of business of the RNA or the Board.
Section 2. Annual Meeting. There shall be an annual general membership meeting (the “Annual Meeting”) for elections. The Annual Meeting shall take place in the fall unless the Board or the Membership, at a duly called meeting, designates a different time for the Annual Meeting.
Section 3. General Membership Meetings. The Board shall schedule a minimum of two membership meetings (the “Membership Meeting”) to include the Annual Meeting. Membership meetings may be canceled at the discretion of the Board.
Section 4. Special Meetings. Special meetings (“Special Meetings”) may be called by the Chair, a majority of the Board of Directors (the “Board”), or at the petition of at least fifteen Members. Special meetings can only be requested for topics that require action within 60 days. The number of special meetings called per year is limited to four, unless the Board approves additional special meetings.
Section 5. Notice. Notice shall not be required for a regularly scheduled Membership Meeting. The Board shall notify the membership of the Annual Meeting at least fifteen days in advance and shall notify the Membership of Special Meetings at least five days in advance. Publication of notice of a Membership meeting in the newsletter, e-mail, social media, SMS, and/or website of the RNA shall be deemed appropriate notice if the communication is distributed in accordance with the timelines described in this Article IV, Section 5.
Section 6. Quorum. A Membership quorum shall consist of five Members, either present or by proxy, in addition to a quorum of the Board, at the Annual Meeting, Membership Meeting or at any Special Meeting. The Board may continue any Annual Meeting, Membership Meeting or Special Meeting to ensure the presence of a quorum.
Section 7. Proxies. A Member in good standing may designate another Member to cast the Member’s vote by proxy. Copies of all proxies must be delivered to the Board prior to exercise and must meet provided time limits. The proxy shall designate whether the voting power is general and applies to all voting matters at a meeting, or whether there are limitations with respect to voting positions, issues, or time of exercise. All proxies must be dated and shall expire six months after issuance.
Section 8. Membership List. The RNA Board shall maintain a list of all Members and Associate Members..
Section 9. Remote voting. Members in good standing may also cast a vote by email, survey, or SMS with an authorized member of the Board.
Article V. Board of Directors (The Board).
Section 1. Duties, Composition, Number, Member Type.
(a) The Board shall manage the affairs and business of the RNA. Directors of the Board share responsibility for rotating meeting facilitation, agenda creation, and meeting minutes. All Directors are responsible for upholding the Bylaws.
(b) The Board shall be composed of elected Officers and elected Directors.
(c) The Board shall consist of up to 12 Directors. The Board shall consist of not fewer than four (4) Directors.
(d) The Board must always be comprised of at least 60% Directors who qualify for RNA membership as outlined in Article III Section 1(a).
Section 2. Qualification.
(a) Any Member in good standing shall be eligible to serve on the Board.
(b) The Board may, by unanimous agreement, nominate any Associate Member who the Board deems has demonstrated a genuine concern for the interests of the Roosevelt Neighborhood as outlined in the RNA Articles of Incorporation and these Bylaws. Such nominees are required to join the RNA and pay Annual Dues as an Associate Member.
Section 3. Election and Terms of Office. The Membership shall elect the Officers and Directors at the Annual Meeting by plurality of the votes cast by Members and Associate Members entitled to vote. Officers and Directors shall be elected for a term of two years, with half being elected in even calendar years, and the remainder being elected in odd calendar years. Absent resignation or removal, Directors shall hold office until their respective successors are elected.
Section 4. Powers. The Board shall exercise all the power of the RNA, subject to restrictions as the Articles, these Bylaws or applicable law may impose. The Board shall have no authority to obligate the RNA beyond its assets. Board members may not use the RNA’s name in connection with such member’s personal activities, other than to state that such person is a member of the Board and to indicate any offices held.
Section 5. Board Meetings. The Board shall meet at such dates and times as the Board may designate. No Board meeting is required in July, August or December. The Board must meet at least 4 times per year outside of general meetings, annual meetings, or special meetings of membership. Board meetings shall be open to the public but the Board shall have the authority to close such meetings or restrict attendance in such limited circumstances as it may deem appropriate in its sole discretion.
Section 6. Special Board Meetings. Special Board Meetings may be called at any time by the Chair, and may be called upon the request of any two members of the Board. Notice of Board meetings may be given by telephone or email.
Section 7. Virtual Meetings/Meeting by Telephone/Meeting by Email.
(a) Any or all of the members of the Board may participate in a meeting by telephone, or any means of communication by which all persons participating may simultaneously hear each other during the meeting.
(b) Any or all of the members of the Board may participate in a meeting by email or other means of communication by which all persons have access to the technology and ability to respond.
Section 8. Quorum. A majority of the Directors shall be necessary to constitute a quorum for the transaction of business, provided that a lesser number may adjourn the meeting until a quorum is present. The affirmative vote of a majority of the Directors at a meeting at which a quorum is present shall be the act of the Board, unless otherwise required by law, or these Bylaws. All Directors attending meetings in person or via remote technologies will be considered present for the purpose of voting.
Section 9. Removal. The Board may remove any Director from his/her position by a two-thirds majority vote of the Board, at a duly called meeting, for failure to carry out the responsibilities of the position or office or for open disregard for the purposes and Bylaws of the RNA.
Section 10. Vacancies. Any vacancy occurring in the Board, including a vacancy resulting from an increase in the number of Directors or resignation or removal of an Officer or Director, may be filled by the Board.
Article VI. Officers.
Section 1. Positions & Number. The Officers of the RNA shall consist of the Chair, and the Treasurer. All officers are Directors of the Board.
Section 2. Election and Term of Office. The Officers shall be elected by the Membership at the Annual meeting and shall serve for a term of two (2) years.
Section 3. Removal. The Board may remove any officer from office by a two-thirds majority vote at a duly called meeting for failure to carry out the responsibilities of the position or office or for open disregard for the purposes and Bylaws of the RNA.
Section 4. Vacancies. Any vacancy in an office shall be filled by the Board until the next Annual Meeting.
Section 5. Chair. Subject to the general control of the Board, the Chair shall serve as an authorized agent of the RNA. In carrying out his/her duties, the Chair shall: (a) manage the affairs and ensure continuous operations of the RNA; (b) perform such other duties as may be delegated by the Board. The Chair shall have authority to sign any contract or other instrument that the Board has expressly approved and any contract or other instrument that, although not expressly approved by the Board, arises in connection with conducting business that the Board has authorized and that are in the RNA’s ordinary course of business. The Chair may require committees to report on matters pertaining to the RNA.
Section 6. Treasurer. Subject to the general control of the Board, the Treasurer shall serve as an authorized agent of the RNA. The Treasurer shall maintain accounting records of the RNA including a list of the Membership and Associate Membership, the records of dues received from each such Member, shall receive and disburse funds, and prepare financial statements as required by the Board, the Chair or applicable law. Along with the Chair and any other Director designated by the Board, the Treasurer shall have authority to sign checks of the RNA.
Section 7. Limitation of Liability. A Director of the RNA shall not be personally liable to the RNA for monetary damages for conduct as a Director, except for liability of the Director: (a) for acts or omissions that involve intentional misconduct by the Director or a knowing violation of law by the Director; (b) arising under Section 23B.08.310 of the Revised Code of Washington; or (c) for any transaction from which the Director will personally receive a benefit in money, property, or services to which the Director is not legally entitled. If the Washington Nonprofit Corporation Act or the Washington Business Corporation Act are amended to authorize corporation action further limiting or eliminating the personal liability of Directors, then the liability of a Director of the corporation shall be limited or eliminated to the fullest extent permitted by the Washington Nonprofit Corporation Act or the Washington Business Corporation Act as so amended. Any repeal or modification of this Section 9 shall not adversely affect any right or protection of a Director of the RNA existing at the time of such repeal or modification.
Section 8. Indemnification. The Association has the power to indemnify and to purchase and maintain insurance for its Directors, officers, trustees, employees, and other persons and agents, and (without limiting the generality of the foregoing) shall indemnify its Directors against all liability, judgments, damages, fines, settlements and expenses arising from or in connection with service for, employment by, or other affiliation with the RNA or other firms or entities to the maximum extent and under all circumstances permitted by law. Pursuant to Section 23B.08.560 of the Revised Code of Washington any indemnification authorized or required by this Section 8.2 for liability that does not result from (a) acts or omissions finally adjudged to be intentional misconduct or a knowing violation of the law, (b) conduct that is finally adjudged to result in liability under Section 23B.08.310 of the Revised Code of Washington, or (c) a transaction finally adjudged to have resulted in the indemnity personally receiving in money, property or services to which the indemnity was not legally entitled, shall not be subject to the limitations set forth in Section 23B.08.550 of the Revised Code of Washington but shall be exclusively administered by the Board of Directors.
Article VII. Committees and other representatives.
Section 1. Creation of Committees, Chairs, Terms, Vacancies. The Board may create one or more committees. Each Committee shall have a Committee Chair who can be a Member appointed by majority vote of the Board, or an Associate Member appointed by unanimous vote of the Board. The Chair and/or any member of the Board shall serve ex officio as a Member of all committees. A Committee Shall consist of not fewer than three (3) members or associate members. Committee Chairs shall be appointed for a term of one year, reviewed annually by the Board. Any vacancy occurring in a Committee Chair position shall be filled by appointment in accordance with the rules outlined in this Section 1.
Section 2. Powers of Committees. Each committee may exercise any authority of the Board that has been delegated and provided to that committee in writing by the Board.
Section 3. Nominating Directors. Any member wishing to nominate a Board candidate must submit that person’s name to the Board at least one month in advance of the Annual Meeting. If no candidates have been offered for a position, the Board may, at its discretion, accept nominations from the floor at the Annual Meeting as long as the candidate is present and consents.
Section 4. Other Representatives. The Board may elect by majority vote to designate a Member to attend meetings of any of the following associated groups, or other community-oriented groups that require a representative of the RNA.
Section 5. Removal. The Board may dissolve any Committee or remove any Committee member or Chair from office by a two-thirds majority vote at a duly called meeting for failure to carry out the responsibilities of the position or office, for open disregard for the purposes and Bylaws of the RNA, or if the Committee is deemed to be no longer needed.
Article VIII. Parliamentary Authority.
Robert’s Rules of Order Newly Revised shall govern the RNA in all cases to which they apply, provided that if there is any conflict between these Bylaws and such rules, these Bylaws shall prevail.
Article IX. Amendments.
These Bylaws may be amended by the Board of Directors by a majority vote.
________________________________
Appendix A to RNA-Seattle ByLaws
Map of the Roosevelt Neighborhood – Seattle
