Bylaws

LSNA Bylaws

THE LETTERED STREETS NEIGHBORHOOD ASSOCIATION

Article I – Authority and Name

The Articles of Incorporation creating the Lettered Streets Neighborhood Association (hereinafter referred to as the “Lettered Streets” or “Corporation”) filed on March 18, 2002, establish by law the right of the Lettered Streets to make, alter, amend or repeal Bylaws for the regulation and management of the non-profit Corporation’s affairs consistent with the Articles of Incorporation.

Article II – Purpose

1. Achieve a welcoming, inclusive, just, equitable, and sustainable neighborhood,
2. Promote a sense of community,
3. Enhance the livability of the neighborhood,
4. Protect and include quality of life,
5. Encourage full participation in the civic life of Bellingham,
6. Promote actions by individuals, groups, agencies and/or governments which will enhance the quality of the neighborhood, 
7. Monitor actions by other organizations, city, state and federal governments whose  actions affect the neighborhood, including those actions which are outside the boundaries of the neighborhood, and
8. Work with other neighborhood associations to promote the above goals.

Article III – Prohibited Activities

The Lettered Streets shall have such powers as are generally exercised by a non-profit corporation and as are allowed under the laws of the State of Washington regulating such corporations (RCW 24.03). This article shall be liberally construed and shall not be a limitation on the powers of the Corporation except as such powers are expressly limited by State or Federal law. No part of the net earnings of the Corporation shall inure to the benefit or be distributed to its members, directors, officers or other private persons except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation.

Article IV – Membership and Dues

All persons at least eighteen (18) years of age and living or working within the geographical area of the Lettered Streets, as set forth and defined in Exhibit A, attached hereto and incorporated herein, are considered members of the Lettered Streets Association. Each member is entitled to one (1) vote at any general membership meeting.

There are no mandatory annual dues, however, the Board of Directors of the Lettered Streets may establish a voluntary suggested annual amount at its discretion. Such amount shall be due at the February Annual Meeting. 

The Board of Directors may adopt any additional procedures it, at its discretion, deems necessary to determine whether any individual is entitled to vote at any meeting of the general membership.

Article V – Board of Directors

General Powers: The business and affairs of the Corporation shall be managed by its Board of Directors, which may exercise all powers of the Corporation and perform all acts that are not by law, the Articles of Incorporation or these Bylaws, prohibited. The Board of Directors shall be comprised of no less than five (5) members and no more than thirteen (13) members. The first Board of Directors elected to full terms shall determine the length of the initial term for purposes of staggering terms, provided the length of the term does not exceed two (2) years.

Directors’ Positions: Board positions are set forth as follows:
Chairperson
Vice Chairperson
Secretary
Treasurer
Area 1 Representative
Area 2 Representative
Area 3 Representative
Area 4 Representative

At Large
Additional Positions (as needed or determined by the Board of Directors or vote by general membership.)

Neighborhood Representative to Mayor’s Advisory Committee

The Area that each Area Representative serves is designated in the attached Exhibit A. The Area Representative from a particular Area shall reside in, own, or work for a business in the Area that they represent. Any director may hold no more than two (2) positions on the Board of Directors.

Vacancies: Any vacancy occurring on the Board of Directors for any reason may be filled by a majority vote of the remaining members of the Board of Directors, even though such majority does not constitute a quorum. A director elected by the Board of Directors to fill the unexpired term of a former director holds office until the expiration of that term. If the remainder of the term is for more than one (1) year, then that remainder shall count as a full term in determining eligibility for reelection.

Removal/Resignation: A director shall be removed exclusively by the procedure provided in this section. Before any director may be removed, written charges specifying the alleged sufficient cause that is detrimental to the best interest of the Corporation, shall be filed with the Secretary (or, if removal of the Secretary is sought, with the Chairperson of the Board of Directors) and a copy thereof shall be delivered to the director charged. They shall be given the opportunity, at a meeting of the Board of Directors called for that purpose, to be heard on the subject of the charges against them. The affirmative vote of two-thirds (2/3) of the Board of Directors shall be necessary to effectuate the removal of the charged director. 

In the event that any director misses three (3) consecutive general meetings or meetings of the Board of Directors without notification to the Board or Board Chair, that Director may be removed from the Board of Directors by a 51% majority vote of the Board. Prior to this vote, the Chair or Secretary will make three (3) written or electronic attempts to communicate with the Director regarding their absence.

A board member may, with the approval of the other members, seek and receive a leave of absence from the Board, not to extend beyond the term of the board member’s position.

Any director may resign at any time by giving written notice to the Board of Directors or Chairperson. Unless otherwise specified in such notice, the resignation shall be effective upon delivery to the Board or the Chairperson.

Open Meetings: All meetings of the Board of Directors are open to all members.

Notice of Meetings: Notice of general (i.e. open) and special meetings shall be announced through email, social media, and/or the Lettered Streets Neighborhood Association newsletter and/or by notices distributed throughout the neighborhood at least seven (7) days prior to the meeting.

Waiver of Notice: Any member who attends a meeting shall be considered to have received notice of such meeting.

Meeting Schedule: The Board shall meet at a regularly scheduled time and place as designated by the Board in February of each year.

Quorum: A quorum for Board meeting shall be at least fifty-one (51 %) of the Board members

Voting: Decisions of the Board are approved by a simple majority of the Board members present, except where noted elsewhere in the bylaws.

Proxy Voting: Proxy voting shall be allowed by Board members at Board meetings.

Special Meetings: Special meetings of the Board may be called by the Chair, or by two or more directors, on twenty-four (24) hours notice to each of the directors. If such notice is delivered personally, by telephone or by telegram, or on four (4) days notice of delivered by U.S or e-mail.

Order of Business: All business shall be conducted in accordance with the latest edition of Robert’s Rules of Order.

Article VI – Duties of Directors

General Duties: Each member of the Board of Directors has the duty to act in the best interests of the Corporation, including attendance at meetings, participation in the business of the Corporation, representation of the residents and business owners of the Lettered Streets and act at all times in the best interests of the Corporation.

Chairperson: In addition to the duties set forth above, the Chairperson shall initiate and ensure agreement for and preside at Board meetings and meetings of the general membership and serve as the chief executive of the organization.

Vice Chairperson: The Vice Chairperson shall assist the Chairperson in their duties and serve in absence of the Chairperson. The Vice Chairperson shall be in charge of membership development and neighborhood involvement, keep a roster of attendance at general meetings and maintain neighborhood, general membership and committee membership lists and the map set forth in Exhibit A.

The Secretary: shall maintain a permanent file of all minutes, unfinished business and records utilized in the business of the organization, organize clerical services for the organization and shall be responsible for all communication. The Secretary shall serve and publish all necessary and proper notices. The Secretary shall centralize all records, except Treasurer’s records, and maintain files that can be passed on to the next officer. The Secretary, together with the Treasurer, shall file the annual report and any other required reports of the Corporation with the State of Washington.

Treasurer: The Treasurer shall maintain accounting records, receive and disburse funds, prepare financial statements as required by the Board of Directors or Chairperson, and shall propose an annual budget to be approved by the Board by November 30 of each year for the upcoming year. The Treasurer shall, with the participation of the Chair and Directors, create an annual report of all business conducted by the Corporation during the time period since the last meeting of the general membership. The annual report shall be presented at the February Annual Meeting, and be made available to all LSNA members.

Area Representatives: The Area Representatives shall serve as liaisons between members of the respective areas and the Board. Each shall be responsible for newsletter distribution within his or her respective area.

At Large: The at Large Director shall endeavor to be present at all Board and general meetings and serve as a liaison between the Board and the general membership and local businesses.

Neighborhood Representative for the Mayor’s Advisory Commission. This position is appointed by the Mayor of the City of Bellingham. The neighborhood representative shall represent the Lettered Streets at the Commission meetings and provide reports to the Board.

Article VII – Elections 

An election for the open and expiring positions on the Board of Directors shall be held at the annual membership meeting in February of each year.

All terms of office are for two (2) years, however, some of the initial members of the Board of Directors shall serve less than two (2) years due to staggering the terms of the Board of Directors. In no case shall an individual be elected to the same office for more than three (3) consecutive terms,

The quorum for the annual meetings shall be ten (10) members. Voting by proxy shall not be allowed.

A nominating committee shall be appointed by the Board of Directors no later than November of each year. A slate of nominees shall be available to the members at least thirty (30) days prior to the annual meeting.

Nominations may also be made from the floor at the annual meetings with the consent of the person nominated.

At the February Annual Meeting, members may vote for all officers. as well as one Area Representative.

All members shall sign the membership roster prior to voting on any issue or candidate.

Article VIII – Committees

The Board of Directors may appoint ad hoc or standing committees deemed necessary or appropriate to carry out the functions and purposes of the Board. Each committee shall consist of three (3) or more members, including at least one (1) Board member, appointed by the Chair, and shall have such powers and performs such duties or functions, not inconsistent with law, as may be delegated to it by the Board.

Article IX– Corporate Finances and Contracts

Deposit of Funds: All funds of the Corporation shall be deposited in such banks or trust companies as the Board shall designate by vote

Authorization for the Expenditure of Funds: All checks, drafts, notes, contracts and evidences of indebtedness of the Corporation shall be signed by the Treasurer and one (1) other officer. In the absence of a Treasurer, negotiable instruments and contracts shall be signed by an officer and one (1) other Board member.

Non-budgeted Expenses: Any disbursement for any single non-budgeted item in excess of twenty-five dollars ($25.00) shall be approved by the Board.

Budgeted Expenses: The Board shall not authorize and no expenditures shall be incurred in excess of funds on hand, excepting where reimbursement is guaranteed.

Article X – Compensation of Directors and Officers and Conflicts of Interest

Compensation: Any director or officer or employee of the Corporation is authorized to receive reasonable compensation from the Corporation for Services rendered to the Corporation when authorized by the Board of Directors. Such authorization shall, if at all, be made prior to the rendering of any services. No director of the Corporation may receive compensation merely for acting as a member or officer of the Board, provided however, that directors may be reimbursed for actual expenses incurred on behalf of the Corporation while serving the Corporation and carrying out his or her duties, as approved by the Board. Such reimbursement authorization shall, if at all, be made prior to incurring such expenses.

Conflicts of Interest: No director or officer of the Corporation shall be interested in, directly or indirectly, any contract relating to the operation conducted by the Corporation, unless such contract is so authorized. The interested director shall not vote on any such contract, but his or her presence shall be counted for purposes of determining quorum.

Article XI – Fiscal Year

The fiscal year of the Corporation shall be from January 1 of each year through December 31 of the same year.

Article XII – Amendments

These Bylaws may be amended at any general membership meeting of the Corporation by a two-thirds (2/3) vote of the members present. Proposed changes or amendments will be emailed to the general membership and made available on the LSNA website at least two (2) weeks in advance of the meeting.

Adopted this 10th day of April, 2007, by an affirmative vote of the Lettered Streets Neighborhood Association.

Revision approved this 12th day of March, 2019, by an affirmative vote of the Lettered Streets Neighborhood Association.

_______________________________

Revised

Shemaia Kountouros

Chair

 

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Exhibit A: