Article Index

NORTH SCENIC HILL NEIGHBORHOOD COUNCIL BYLAWS

 

ARTICLE I: NAME, INCORPORATION, AND BOUNDARIES

Sec. 1.1 Name

The name of this organization shall be the North Scenic Hill Neighborhood Council, hereinafter referred to as the NSHNC.

Sec. 1.2 Incorporation

The NSHNC shall be incorporated as a nonprofit corporation under the laws of the State of Washington.

Sec. 1.3 Boundaries

The NSHNC is approximately bounded to the north by East Smith Street, to the east by Mill Creek Park, to the south by East Maple Street and the Hillcrest Cemetery, and to the west by Central Avenue South in the City of Kent, Washington. (See attached map, revised March 13, 2018)


ARTICLE 2: MISSION STATEMENT AND PURPOSES

Sec. 2.1 Mission Statement

To create a community among residents where we all work together to recognize strengths and issues of concern, solicit input from each other, propose actions and work with each other and the City of Kent to enhance the quality of our life on North Scenic Hill.

Sec. 2.2 Purposes

a. To maintain and enhance community awareness and livability of North Scenic Hill residents by offering a forum, a shared sense of responsibility, and open communication for neighborhood concerns and goals.

b. To maintain an open line of communication and liaison among North Scenic Hill residents, business licensees and nonprofit organizations of the neighborhood, the City of Kent, government agencies, other participating agencies, and other neighborhoods.

c. To provide an open process by which all members may involve themselves in the affairs of the NSHNC.

d. To facilitate the exchange of information among members of the NSHNC.

e. To support policies, practices, and decisions of the NSHNC.

f. To be organized for educational, social, and charitable purposes. To perform activities related to said purposes, to have all the powers granted, and to engage in any lawful activity for which nonprofit corporations may be organized.


ARTICLE 3: MEMBERSHIP

Sec. 3.1 Classes of Members

The NSHNC shall initially have one class of members. The NSHNC members shall be referred to as members in the bylaws.

Sec. 3.2 Qualifications for Membership

To qualify for membership in the NSHNC, a person must meet the requirements in Sec. 3.2 a) or Sec. 3.2 b), have completed a membership registration form and have the registration form verified by the board of directors. (The board of directors is described in Article 8, Sec. 8.1).a. A person must be sixteen (16) years of age or older and be a resident within the boundaries of the NSHNC, as described in Article 1, Sec. 1.3.b. A person or legal entity owning real property, leasing or renting real property, business licensees or professional office, government agency or nonprofit corporation within the boundaries of the NSHNC, as described in Article 1, Sec. 1.3. Such business licensee, government agency, or nonprofit member shall designate, in writing to the board, a single designated representative.

Sec. 3.3 Member Information Privacy

The NSHNC member database will be deemed confidential. The member information in the database shall only be used for NSHNC official business.

Sec. 3.4 Member Voting Rights

a. A member must be present to vote at general or special meetings. No proxy vote shall be recognized.

b. A member entitled to vote at an election of the board of directors may cast one (1) vote for as many persons as there are directors to be elected.c. A member entitled to vote may cast one (1) vote for any issue brought before the membership for a vote.

Sec. 3.5 Member Conduct

Members of the NSHNC shall conduct themselves respectfully during meetings and activities sponsored in whole or part by the NSHNC.

Sec. 3.6 Member Resignation

A person who has met the requirements of Article 3, Sec. 3.2 a, shall resign from the NSHNC if the person ceases to be a resident within the boundaries of the NSHNC or may resign for any reason, by notifying the president in writing. A person or legal entity who has met the requirements of Article 3, Sec. 3.2 b, shall resign from the NSHNC if the person ceases to be a resident within the boundaries of the NSHNC, if the legal entity ceases to operate within the boundaries of the NSHNC or may resign for any reason, by notifying the president in writing.


ARTICLE 4: DUES, DONATIONS, AND FUNDRAISING

Sec. 4.1 Dues or Membership Fees

Charging of dues or membership fees shall be prohibited.

Sec. 4.2 Donations and Fundraising

The NSHNC board of directors may solicit and may accept donations from any source or choose to decline offered donations. The NSHNC board may also pursue other fundraising activities not precluded by law.


ARTICLE 5: FINANCE, TRUST, CONTRACTS, AND OBLIGATIONS

Sec. 5.1 Financial Account and Maintenance of Funds

a. The board of directors shall establish and maintain an account in an insured financial institution for the purpose of protecting any funds obtained to operate and maintain the financial requirements of the NSHNC.

b. These funds shall be held in the name of the NSHNC and shall be used to fund board-approved NSHNC business operations and activities, in accordance with federal, state, and local laws and regulations.

c. All funds, accounts, records, and materials shall be maintained in accordance with local, state, and federal laws and regulations based on filed tax status, charters, and established bylaws. The board of directors shall maintain the integrity of these assets for the needs of the NSHNC.

Sec. 5.2 Administration of Funds

a. Two (2) designated board members, selected by a majority vote of the board of directors, shall administer any funds that are required to be used for payment of obligations or contracts.

b. Any financial instrument such as check, money order or draft shall require the signatures of the two designated board members. Any cash monies shall require the signatures of the two (2) designated board members.

c. Either or both designees may be replaced by a majority of the board. Designees shall be reviewed by the board every two (2) years.

Sec. 5.3 Accounting Year

The accounting year of the NSHNC shall be the twelve months beginning January 1 and ending December 31.

Sec. 5.4 Financial Reports

a. The NSHNC shall make all reports to the local, state and federal government as required by law.

b. The treasurer shall maintain all funds, accounts and property of the NSHNC. A monthly report of their condition shall be issued to the board of directors. All books and records, including financial documents, shall be available for review by the members, the general public or government agencies at any time reasonably requested.

c. A financial report shall be available for review at any general membership meeting.

Sec. 5.5 Obligations and Contracts

a. The board of directors shall administer obligations and contracts on behalf of the general membership of the NSHNC in accordance with Article 5, Sec. 5.1.

b. Any payment to board members or members shall be limited to reimbursement for the costs incurred by them for expenditures as authorized by a majority vote of the board of directors.

c. Written proof of authorized expenditures, such as receipts or invoices, must be submitted to the board of directors prior to approval of any payment.

d. At no time shall any fee, lien or salary be issued to or by any board member or member against the established accounts or assets of the NSHNC.

Sec. 5.6 Dissolution and Distribution of Assets

Upon dissolution of the NSHNC, the board of directors shall pay or make provisions for the payment of all liabilities of the NSHNC. The board shall refund any remaining funds provided to the NSHNC by the City of Kent. The board shall dispose of the assets of the NSHNC in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Sec. 501 (c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of future United States Internal Revenue Law). All assets shall be disposed of in accordance with all applicable Federal, State and local laws and regulations in effect at the date of the dissolution.


ARTICLE 6: MEMBERSHIP MEETINGS

Sec. 6.1 General Membership Meetings

a. There shall be four (4) general membership meetings each year. These meetings shall be held quarterly on dates determined by the board of directors.

b. One (1) general membership meeting shall be considered the annual meeting of the membership and shall include electing the board of directors (in even-numbered years); transacting such other business as may properly come before the meeting; and sharing information and social interaction. The other three (3) general membership meetings shall include information and social interaction.

Sec. 6.2 Special Meetings of the Membership

A special meeting of the membership may be called for any purpose by
1) the president, 2) the board or 3) not less than twenty (20) of the members entitled to vote at such meeting.

Sec. 6.3 Place of Meetings of the Membership

All meetings of members shall be held at the Kent Senior Center or other public buildings or facilities in the City of Kent, Washington, as designated by the president, the board, by the members entitled to call a meeting of members, or by a waiver of notice signed by all members entitled to vote at the meeting and present at the meeting. Committee meetings shall be held at the Kent Senior Center, other public buildings or facilities in the City of Kent, Washington or in the homes of members.

Sec. 6.4 Notice and Minutes for Meetings of the Membership

a. Notice for general membership meetings: The president or the board, by means of the secretary and/or other designee, shall cause to be delivered to each member entitled to notice of or to vote at the meeting, either personally, by mail, by facsimile transmission or by electronic transmission, not less than ten (10) nor more than fifty (50) days before the meeting, written notice stating the place, date, and time of the meeting. Notices by electronic transmission must be delivered in accordance with Washington law.

b. Notice for special meetings of the membership: Notice is provided by one of the following, dependent upon the meeting being called by the board or a group of members.

1. The president or the board, by means of the secretary and/or other designee, shall cause to be delivered to each member entitled to notice of or to vote at the meeting, either personally, by mail, by facsimile transmission or by electronic transmission, not less than ten (10) nor more than thirty-five (35) days before the meeting, written notice stating the place, date, and time of the meeting. For special meetings, the purpose or purposes for which the meeting is called must be stated in the notice. Notices by electronic transmission must be delivered in accordance with Washington law.

2. Upon the written request including signatures of not less than twenty (20) of the members entitled to vote at the meeting, the secretary and/or other designee shall cause to be delivered to each member entitled to notice of or to vote at the meeting, either personally, by mail, by facsimile transmission or by electronic transmission, not less than ten (10) nor more than thirty-five (35) days before the meeting, written notice stating the place, date and time of the meeting. For special meetings, the purpose or purposes for which the meeting is called must be stated in the notice. Notices by electronic transmission must be delivered in accordance with Washington law.

c. Minutes for meetings of the membership: All minutes for meetings of the membership shall be submitted to the board by the secretary for approval within twenty (20) days of the meeting day. The board shall review and approve the minutes at their next meeting. The approved minutes shall be distributed to the board and the membership within forty-five days (45) of the membership meeting date.

Sec. 6.5 Emergency Meetings of the Membership

An emergency meeting of the membership is a meeting called with less than forty-eight (48) hours’ notice. It may be called by the board of directors as deemed necessary, and notification must include the purpose(s) of the meeting. The minutes must describe the reason for the emergency meeting.

Sec. 6.6 Agendas for General and Special Meetings of the Membership

The president, working with the board of directors, shall prepare agendas for general and special meetings of the membership. The board determines the content of agendas. Any member may propose an item for the agenda by a) submitting the item in writing to the board or by b) proposing an item for the agenda during the open floor portion of the meeting. The duration of the discussion of any item at a meeting may be limited at the discretion of the president.

Sec. 6.7 Electronic Options for Meeting Participation

Members may request to participate in a meeting of members by means of a conference telephone or similar electronic communications equipment by means of which persons participating in the meeting can hear each other. Every reasonable effort will be made to accommodate the request. A member shall provide the board with notice of at least seven (7) days to participate in a meeting by telephone or similar electronic communications equipment. Participation by such means shall constitute presence in person at a meeting.

Sec. 6.8 Electronic Transmission

The president and/or the board may deliver to a member notices, requests, consents or waivers by electronic transmission, if such member has consented to receive such electronically transmitted communications. The consent must designate the message format accessible to the member and the address, location or system to which the notices or other document may be electronically transmitted. Notice provided in an electronic transmission is effective when it: (a) is electronically transmitted to an address, location or system designated by the recipient for that purpose, and is made pursuant to the consent provided by the recipient; or (b) has been posted on an electronic network and a separate record of the posting has been delivered to the recipient together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.

Sec. 6.9 Open Meetings

Any general, special or committee meeting is open to any person, and only the members are eligible to vote. Any board meeting is open to any person, and only the board members are eligible to vote. All actions or recommendations, including minority reports, of the general or special meetings shall be recorded in the minutes and communicated to all affected parties.


ARTICLE 7: QUORUMS AND MANNER OF ACTING

Sec. 7.1 Quorum for Membership General, Special or Emergency Meetings

A quorum for any general or special meeting shall be a minimum of twenty (20) members in attendance. Unless otherwise specified in these bylaws, decisions shall be made by a majority vote of the members present.

Sec. 7.2 Quorum for Board of Directors Meetings

A majority of members of the board of directors shall constitute a quorum for meetings of the board.

Sec. 7.3 Manner of Acting

The vote of a majority of the votes entitled to be cast by the members represented in person at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by applicable Washington law, the Articles of Incorporation or these bylaws.


ARTICLE 8: BOARD OF DIRECTORS AND OFFICERS

Sec. 8.1 Board of Directors

a. The board shall consist of not less than four (4) or more than ten (10) directors. The number of directors may be changed by amendment to these bylaws, provided that no decrease in the number shall have the effect of shortening the term of any incumbent director. The NSHNC board of directors shall be referred to as the board or the board of directors in the bylaws.

b. Only members of the NSHNC shall be eligible to hold elected or appointed positions.

Sec. 8.2 Election of the Board of Directors

a. The board of directors shall be elected by a vote of the membership at the election-designated general membership meeting in even-numbered years. Names of candidates for the board of directors shall be placed in nomination at this meeting by an elections committee or by any member. Election requires a majority vote of the members present.

b. Each NSHNC member entitled to vote at an election of the board of directors may cast one (1) vote for as many candidates as there are directors to be elected.

c. Immediately after the election-designated general membership meeting, the newly elected board of directors shall:

1) follow Article 8, Sec. 8.8 to fill board positions, up to the maximum of ten (10) board positions, if fewer than the minimum number of candidates are elected;

2) assume their board positions within thirty days (30) after the general membership meeting in which they were elected; and

3) schedule their first meeting to occur within thirty (30) days. At this
meeting, the new board will review the NSHNC bylaws. Following the review of the bylaws, the new board shall elect a president, vice-president, secretary, and treasurer from the board members, and the remaining new board members shall be board members-at-large.

d. Members of the board of directors who have not run for reelection or did not get reelected shall attend the first meeting of the new board of directors and shall provide all tangible and electronic materials, documents, passwords, administrative tools, and other items relating to their NSHNC responsibilities to the president within thirty (30) days following the election-designated general membership meeting.

Sec. 8.3 Terms and Term Limits of the Board of Directors

a. The officers and the board of directors shall serve a term of two (2) years or until the election of new members of the board of directors.

b. No person shall serve more than two (2) consecutive terms in one (1) specific officer position.

Sec. 8.4 Meetings of the Board of Directors

a. Regular meetings of the board of directors may be held monthly or at other intervals as determined by the board of directors. The president shall give notice of regular board meetings to each board member and the membership stating the time, place, and agenda at least seven (7) calendar days before the regular board meeting

b. Special meetings of the board of directors may be called by the president or the board of directors. The president shall give notice of special board meetings to each board member and the membership stating the time, place, and items to be discussed or acted upon at least seven (7) calendar days before the special board meeting.

c. Emergency meetings of the board of directors may be called by the president or the board of directors as deemed necessary. Notification and the purpose(s) of the emergency board meeting shall require notice to the board and membership of less than twenty-four (24) hours. The minutes must describe the reason for the emergency board meeting.

d. Meetings of the board may include the use of a conference telephone or similar electronic communications equipment by means of which all persons participating in the meeting can hear each other at the same time and with the approval of the board of directors provided that prevailing and necessary rules of parliamentary procedure are not compromised and that Washington law is followed. Participation by such means shall constitute presence in person at a meeting.

e. Minutes for board of directors meetings: All minutes for board of directors meetings shall be submitted to the board by the secretary within fifteen (15) days. The minutes shall be reviewed and approved at the next board meeting.

Sec. 8.5 Official Actions of the Board of Directors

A majority vote by the board of directors present, not including abstentions, at a meeting at which there is a quorum shall be required to take official action, unless specified otherwise in these bylaws.

Sec. 8.6 Duties and Powers of the Board of Directors

a. The primary duties of the board of directors shall be to govern the NSHNC and to carry out the NSHNC objectives.

b. The board shall be responsible for all business coming before the NSHNC, shall manage the finances of the NSHNC, shall manage the
daily affairs of the NSHNC, and shall make decisions and represent the interests of the NSHNC. All such actions shall be reported to the membership at the next regular general membership meeting.
The board may also inform the membership of its actions between regular general membership meetings.

c. The board has the responsibility of acting in the best interest of the NSHNC, but the board is not bound to act according to the desire of the majority of members attending a particular meeting.

d. The board of directors may create committees to perform necessary functions and represent the NSHNC on specified topics.

e. The board shall establish a plan for maintaining and encouraging involvement in the NSHNC.

f. No individual member of the board of directors shall speak for the NSHNC and/or the board or otherwise publicly represent a board position unless authorized to do so by official action of the board of directors.

g. The board of directors may delegate to any individual the authority to present before any public body: 1) a NSHNC position previously adopted by the board or 2) a statement that the board has not yet developed a position or recommendation on regarding a matter before that public body. Such authority may be revoked at any time by the board.

Sec. 8.7 Duties of the President, Vice-President, Secretary, Treasurer, and Board Members-at-Large

a. The president shall:

1. preside at all board meetings and all membership meetings;

2. perform such duties as the board authorizes;

3. represent positions of the board and the interests of the NSHNC;

4. prepare and distribute agendas;

5. arrange and provide notice of board meetings;

6. serve as an ex-officio member of all committees, except the Elections committee;

7. have primary responsibility for the development of a succession plan for the board officers; and

8. serve in a mentoring role to the board of directors for up to a year upon completion of tenure.

b. The vice-president shall:

1. assist the president;

2. perform the duties of the president in the president’s absence and as authorized by the bylaws and the board policies;

3. serve on committees; and

4. perform such duties as the board authorizes.

c. The secretary shall:

1. be responsible for the meeting minutes of the membership and board, as described in Article 6, Sec. 6.4c and Article 8, Sec. 8.4e, and the maintenance of all meeting minutes.

2. assist the president with correspondence;

3. maintain the membership records and all other non-financial files of the NSHNC;

4. maintain a list of board members and committee members, including their terms;

5. serve on committees; and

6. perform such duties as the board authorizes.

d. The treasurer shall:

1. have charge of all funds belonging to the NSHNC;

2. receive, deposit and disburse funds for the NSHNC in a bank(s) or financial institution(s) in such manner as designated by the board and required by the bylaws;

3. maintain the financial files of the NSHNC;

4. make financial reports as directed by the board and required by the bylaws and local, state, and federal laws and regulations.

5. serve on committees, except for serving as the chair of the budget and finance committee; and

6. perform such duties as the board authorizes.

e. The board members-at-large shall:

1. perform such duties as the board authorizes; and

2. serve on committees.

Sec. 8.8 Vacancies on the Board of Directors

a. The vice-president shall succeed to the office of the president should a vacancy occur.

b. All other officer vacancies shall be filled by board members and approved by the board.

c. A vacancy on the board shall be filled by a NSHNC member who satisfies the eligibility requirements for holding the vacated board seat. The president shall have the discretion to fill the board vacancy from applicants or among any other members with board approval.
d. The appointed officer or board member term shall be limited to the remaining term for the vacated seat.

e. A member of the board of directors, who vacates a board position for any reason, shall provide all tangible and electronic materials, documents, passwords, administrative tools, and other items relating to NSHNC responsibilities to the president within seven (7) days of vacating the board.

Sec. 8.9 Absences on the Board of Directors

a. Any board member who misses three (3) regularly scheduled consecutive board meetings or, optionally, five (5) total board meetings during any twelve (12) month period shall be automatically removed from the board, unless special circumstances for the absence(s) are approved by the board.

b. Each board member absence shall be recorded in the board meeting minutes. Upon missing the required number of board meetings for removal, the president shall notify the board member that their seat has been declared vacant and filled according to the bylaws, Article 8, Sec. 8.8.

Sec. 8.10 Censure of the Board of Directors

The board of directors may act to reprimand a board member for actions conducted in the course of the NSHNC business by censuring the board member at a board meeting. Censures shall be placed on the agenda for discussion and action.

Sec. 8.11 Removal of Board Members

Board members may be removed in the following ways:

a. Petition by members: A board member may be removed from office by the submission of a written petition to the president, which includes: i) the identity of the board member to be removed, ii) a description, in detail, of the reason for removal, and iii) the valid signatures of twenty (20) members.

1. Upon receipt of a written petition for removal, the president shall cause the matter to be placed on the agenda for a vote of the board at the next board meeting.

2. Removal of the identified board member requires a majority vote of the attending board members.
3. The board member who is the subject of the removal action shall have the right to deliver to board members a written statement and/or to speak at the board meeting prior to the vote but shall not be counted as part of the quorum nor be allowed to vote on the matter.

4. If the vote for removal is affirmative, the position shall be deemed vacant and filled according to the bylaws, Article 8, Sec. 8.8.

b. Petition by the board: A board member may be removed from the board for cause, including, but not limited to, disruptive conduct, interfering with the NSHNC business, and/or violations of the bylaws or policies of the NSHNC.

The removal must be preceded by a board member’s submission to the board of a petition which includes: i) the identity of the board member to be removed, ii) the reason for removal by identifying the violation and specifying the conduct of the person, and iii) the signatures of at least three (3) board members.

1. The petition shall be delivered simultaneously to all board members and the matter shall be placed on the agenda and scheduled for a vote at the next board meeting.

2. Removal of the identified board member requires a majority vote of the attending board members.

3. The board member who is the subject of the removal action shall have the right to deliver to board members a written statement and/or to speak at the board meeting prior to the vote but shall not be counted as part of the quorum nor be allowed to vote on the matter.

4. The board member being removed must first have been censured by the board once for the same action before a petition by the board for removal shall be considered.

5. If the vote for removal is affirmative, the position shall be deemed vacant and filled according to the bylaws, Article 8, Sec. 8.8.

Sec. 8.12 Resignation of a Board of Directors Member

A board member may resign from the board of directors, by notifying the president in writing, and the position shall then be deemed vacant and filled according to the bylaws, Article 8, Sec. 8.8. Any member of the board who, ceases to be a resident within the boundaries of the NSHNC or ceases to be a NSHNC member, is required immediately to submit his or her resignation in writing to the board.

Sec. 8.13 Community Outreach

The board of directors shall lead the development, implementation, support, and oversight of a program of outreach with the purpose of informing and engaging NSHNC members and NSHNC area residents in activities of the NSHNC, including, but not limited to, social and service activities, meetings, board elections, future leader development, and encouraging all members to seek leadership and other active positions within the NSHNC.

a. The board shall maintain a web-based and/or social media presence to disseminate information about the NSHNC to members and others interested in the NSHNC. This work shall be administered by and be the responsibility of a standing outreach and communications committee, which shall report its activities and recommendations to the board.

b. The board shall create or shall cause to be created a plan to solicit participation from members. This plan shall be maintained and updated as needed. The plan may include the creation of flyers, postcards, pamphlets and other related materials. It may also include e-mail and other electronic communications to members and others interested in the NSHNC. Outreach should be undertaken at public events and should be coordinated with other neighborhood councils, when appropriate.


ARTICLE 9: COMMITTEES

Sec. 9.1 The board may appoint standing committees and temporary committees. 

Committees shall make recommendations to the board for board action. Committees shall not have the power to act on behalf of the organization without authorization from the board.

Sect 9.2 Standing Committees

The standing committees may include but are not limited to:

a. Elections committee: Develops election procedures and standing rules for elections and other related matters in accordance with the bylaws; and is responsible for planning and conducting elections in accordance with the current election procedures.

b. Community activities committee: Responsible for investigating, planning, and making recommendations regarding activities including, but not limited to, senior activities, youth enrichment, parks, education, public works and public safety issues and actions affecting the NSHNC; serves to connect the NSHNC members to neighborhood programs and institutions; and is responsible for organizing the NSHNC picnic.

c. Budget and finance committee: Prepares and presents the annual budget to the board; monitors and tracks expenditures annually, confirming that all the NSHNC bylaws and guidelines are met; and provides a financial report of the preceding year to the board in the first quarter of the subsequent year. The treasurer serves on this committee and cannot chair this committee.

d. Communications and outreach committee: Promotes interest in the NSHNC, publicizes the NSHNC activities, produces and administers communications including, but not limited to, a newsletter, a web-based presence, and social media.

Sec. 9.3 Temporary Committees

The board shall create temporary committees, including, but not limited to, a bylaws review committee and an annual financial review committee, as needed for limited duration activities.

Sec. 9.4 Committee Creation and Authorization

a. Committee authority: All committee recommendations shall be brought back to the board for discussion and action.

b. Committee structure and appointment.

1. Committee members shall be appointed and approved by the board.

2. Standing committees shall be comprised of at least one (1) board member and may include members as designated by the board. Temporary committees shall be comprised of one (1) board member and may include members as designated by the board.

3. All committee and subcommittee chairs shall be approved by the board. The chairs shall ensure that written minutes of committee meetings are kept and shall provide regular reports on committee matters to the board.

4. Members of the board are eligible to serve as chair of a standing committee. A member may serve as chair or co-chair of a standing committee, subject to approval of the board.

5. Each member’s term on a committee shall be for a period of up to one (1) year unless terminated or extended by action of the board.

c. Committee meetings: Committee meetings shall be called by the chair or co-chair.

d. Changes to committees: The board may make changes as needed to any standing or temporary committee. Any such action by the board shall be noted in the board minutes.

e. Removal of committee members: Committee members may be removed in the same manner by which they were appointed. Appeals may be filed with the board.

Sec. 9.5 Committee Member Resignation

A committee member may resign from the NSHNC committee(s) may for any reason by notifying the board in writing or as deemed ineligible by the board or a committee member shall resign if he or she ceases to be a resident within the boundaries of the NSHNC.


ARTICLE 10: CONSIDERATION OF PROPOSALS

Any person or group, inside or outside the boundaries of the NSHNC may
propose, in writing, items for consideration and/or recommendation to the
board.

a. The board shall decide whether proposed items shall be heard, and, if so, which meeting is most appropriate for the item to be heard.

b. The proposer and members directly affected by such proposal shall be notified in writing of the time and place the proposal shall be reviewed not less than seven (7) days in advance of the meeting.

c. The proposer and any other persons may attend this meeting to make presentations, answer questions, and offer comments on the proposal.

d. The board shall submit a response in writing to the proposer and other affected parties.


ARTICLE 11: CONFLICT OF INTEREST

A conflict of interest exists whenever a board member holds a personal financial interest, present or planned, that shall be impacted by an action or inaction on a proposal before the board.

a. Whenever a board member or members identify a conflict of interest relating to an item under discussion, the board member or members must announce to the meeting that a conflict of interest may exist.

b. A transaction in which a board member or members may have a direct or indirect conflict of interest may be approved by a vote of the board, if, in advance of the vote by the board, all material facts of the transaction and the board member’s or members’ interest are disclosed to the board. A conflict of interest transaction is considered ratified if it receives the affirmative vote of the majority of the board who have no direct or indirect interest in the transaction. A transaction may not be authorized by a single board member. If a majority of the board who have no direct or indirect interest in the transaction votes to authorize, approve or ratify a transaction, a quorum must be present for taking action.


ARTICLE 12: GRIEVANCE PROCEDURES

Any person or group who objects to a decision, policy or action or believes they are adversely affected by a decision, policy or action of the NSHNC may file a petition in writing with the board.

a. The petitioning party shall be known as the "petitioner.”

b. Grievance components: The petition shall include the name and address of the petitioner, the nature of the grievance, and a suggested remedy.

c. Within seven (7) days of receipt of the petition, the board shall arrange a mutually acceptable time and place with the petitioner for a review of the complaint, and shall, in writing, within thirty (30) days, recommend a resolution of the grievance.

d. If the board and the petitioner cannot reach agreement, an attempt shall be made to resolve the complaint through mediation. If mediation fails to reach agreement, final resolution of the complaint shall be by a majority vote of the membership at a general or special meeting.


ARTICLE 13: INDEMNIFICATION

The NSHNC shall indemnify a board member or officer who may be a party to a proceeding as a result of the individual being or having been a board member or officer to the fullest extent provided by the laws of the State of Washington now in effect or later amended.


ARTICLE 14: PARLIAMENTARY AUTHORITY

Sec. 14.1 The NSHNC shall use the Robert’s Rules of Order (Newly Revised) as its parliamentary guideline when conducting the NSHNC meetings. Robert’s Rules of Order (Newly Revised) shall be followed in all areas not covered by these bylaws.

Sec. 14.2 Rules and/or policies and procedures regarding the conduct of the
NSHNC meetings and activities may be developed and adopted by the board.


ARTICLE 15: PUBLIC MEETINGS AND PUBLIC RECORDS REQUIREMENT

The NSHNC shall abide by all Washington laws and regulations relative to public meetings and public records. Official action(s) taken by the NSHNC must be on record as part of the minutes of each general membership and board meeting. The minutes shall include a record of attendance and the results of any vote(s) taken.

The NSHNC shall keep at its principal or registered office copies of its current Articles of Incorporation and bylaws; correct and adequate records of accounts and finances; minutes of the proceedings of its members and board, and any minutes maintained by committees of the board; records of the name and address and class, if applicable of each member and board member, and of the name and post office address of each officer; and such other records as may be necessary or advisable. All books and records shall be available for review by the members, the general public or government agencies at any time reasonably requested, and current financial records shall be available for review at any general membership meeting.


ARTICLE 16: NONDISCRIMINATION

The NSHNC shall not discriminate against individuals or groups based on race, religion, color, gender, sexual orientation, familial status, age, disability, national origin, income, political affiliation and any other legal designations in any of its legal documents, policies, recommendations, and actions.


ARTICLE 17: ADOPTION AND AMENDMENT OF BYLAWS

Sec. 17.1 Adoption of these bylaws shall require a two-thirds (2/3) vote of the board
of directors.

Sec. 17.2 All amendments to these bylaws must be proposed in writing and
submitted to members along with meeting notification seven (7) days in advance of the general or special meeting to consider and vote on their adoption. Adoption of any amendments to these bylaws shall require a two-thirds (2/3) vote of the members present at this meeting.