Article Index

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.