Capitol Hill Community Council Governance By-laws

Capitol Hill Community Council Bylaws

Adopted April 16, 2009; Amended June 17, 2011;Amended June 19, 2014

ARTICLE I. Name

The name of this organization shall be the “Capitol Hill Community Council.”

ARTICLE II. Purpose

The Capitol Hill Community Council (CHCC) shall be a Washington State nonprofit organization created for the purpose of preserving and improving the neighborhood, and encouraging a sense of community. The Council shall serve the best interests of the Capitol Hill community by:

  • Preserving and improving the neighborhood in accordance with the wishes of the community;
  • Informing and advising residents in matters affecting their rights and responsibilities;
  • Providing leadership in the investigation of community needs;
  • Informing and communicating with agencies in an effort to protect and represent the interests of the community; and,
  • Working collaboratively with community stakeholders and other organizations having similar interests.

ARTICLE III. Membership

Section 1: Membership Qualification

Membership consists of all persons: residing within the boundaries of Capitol Hill; owning property or owning or operating a business or nonprofit organization within the boundaries of Capitol Hill; employed within the boundaries of Capitol Hill (see Article IV – Boundaries).

Section 2: Membership Roles

  1. All members are encouraged to attend meetings, actively participate in discussion, and bring forth issues of community importance to the
  2. Members are entitled to vote on issues submitted to the membership, and cast a ballot at CHCC elections.
  3. A person not meeting membership criteria may be granted membership by a quorum vote (see Article VI – Decision-making).
  4. Members may submit items to be considered for the agenda by submitting a request to any member of the Executive Council.

Section 3: Membership Fees

  1. Members may contribute a suggested annual membership fee of $30.
  2. Membership or voting entitlement is not based on membership fee, ability to pay, or donation amount.

ARTICLE IV. Boundaries

Capitol Hill is bounded

  • To the West by I-5 (just east of downtown Seattle);
  • To the North by Roanoke Street and by Interlaken Boulevard;
  • To the East by 24th Avenue East and 23rd Avenue East; and,
  • To the South by where East Madison Street intersects East Pike Street, and continuing along East Pike Street to I-5.

These boundaries are inclusive of both sides of any street listed as a boundary.

[Seattle City Neighborhood Map]

 ARTICLE V. Meetings

A meeting schedule for the CHCC shall be established by the current CHCC Elected Officers. The Secretary shall take steps to ensure that the community receives notices of forthcoming meetings. Meeting dates will be listed at least once in community-based media (such as Capitol Hill Seattle Blog, The Capitol Hill Times, FaceBook and Twitter), posted electronically via email, the CHCC blog, and posted in public places as applicable such as the Capitol Hill Branch of the Seattle Public Library and local print media if available at no charge.

  • There shall be at least six (6) regularly scheduled meetings held per year.
  • All meetings of the CHCC and its committees are open to the public.
  • Notice of General Meetings: 10 days advance notice of place and date will be given for General Meetings.
  • Annual Meetings shall be held for the purpose of electing officers and transacting such other business as may properly come before the CHCC. Thirty (30) days advance notice of place and date will be provided for Annual Meetings.
  • Special Meetings: Five (5) days notice of location and date will be given for Special Meetings. In the case of an emergency, a Special Meeting may be called with the approval of a majority of officers. The following individuals or groups can call a special meeting for any purpose; Council President, two-thirds of the Executive Committee, or no less than twelve (12) members eligible to vote.
  • Executive Committee Meetings: Advanced notice of not less than two (2) business days will be given for Executive Committee Meetings.
  • Quorum: A quorum for the transaction of business at General, Special, and Annual Meetings shall constitute a majority of elected officers and at least twelve (12) CHCC members.
  • Agenda: To ensure that Council meetings run smoothly, items for the next meeting should be received by any member of the Executive Committee by the first Monday of the month.
    1. Agenda request should include needed time for presentation, expected result, text draft if any, and contact information.
    2. Speaker should send any resolution or documents to be posted as part of the agenda.
  • Minutes: To ensure that Council meetings run smoothly, items for the next meeting should be received by any member of the Executive Committee by the first Monday of the month.
    1. The minutes of a General, Annual, and Special Meeting shall be posted on the CHCC website within 7 days of the meeting.
    2. At the subsequent meeting, the Secretary will call for an approval of the minutes by the Council.

ARTICLE VI. Decision-making

Section 1: Decisions

  1. The authority of the CHCC originates from the community and the Council’s inherent interest in the quality of life within the neighborhood. Since all persons in the community, as defined under Article III – Membership, can participate in the CHCC, the Council legitimately represents their interests and can act on their behalf.
  2. Robert’s Rules of Order shall govern this Council where applicable and in which they are not inconsistent with these bylaws.
  3. All members of the CHCC are eligible to vote at the General Meeting and Special Meetings convened by the Council. A simple majority of the members entitled to vote and who are present when quorum exists shall be sufficient to pass any business when not otherwise specified in these bylaws. Votes shall be counted by a show of hands. A verbal announcement should be made about the outcome.
  4. Elected officers have the authority to act on behalf of the CHCC, in their roles as defined by the bylaws, as elected representatives of the community. Appointed representatives do not have the authority to act on behalf of the CHCC, unless the council has voted on such issue. All acts on behalf of the CHCC must be reported at the following General Meeting.
  5. Decisions such as letters, resolutions, or calls for action shall be signed by the President and any committee member investigating or acting on an issue.

Section 2: Resolutions

  1. Resolutions shall be presented as new business, unless presented or discussed at the previous meeting of the Council;
  2. Resolutions to be presented and voted on at a general meeting of the CHCC  must be presented to the public via e-mail, social media, and the CHCC web site no less than 14 days prior to that meeting in the correct wording.
  3. Minor changes, such as phrasing, which do not significantly alter the intent, can be made up to two days prior to the meeting.
  4. Any person proposing a resolution shall provide sufficient hard copies for meeting attendees;
  5. Any person proposing a resolution shall provide his/her/their own presentation materials and equipment.

ARTICLE VII. Elected Officers

Elected Officers and appointed representatives may not use their authority with the intent or for the purpose of personal, political or financial gain.

Section 1: Officers

The elected officers shall consist of five to seven (5-7) individuals: President, Vice President, Secretary and Treasurer and one to three (1-3) At-large representatives. The Secretary/Treasurer position can be combined into one position as the council sees fit.

President
The President shall:

i) Preside at all CHCC meetings;
ii) Appoint and dissolve committees, excluding the Executive Committee;
iii) Perform as a liaison between the membership and the public and shall be responsible for overseeing the obligations of other officers;
iv) Finalize agendas for General Meetings and Executive Committee Meetings;
v) Report on the actions of the Elected Officers; and
vi) Perform other duties as may be delegated by the CHCC.

Vice President
The Vice President shall:

i) Serve in the absence of the President;
ii) Develop and encourage broader membership participation;
iii) Implement fundraising; and
iv) Perform other duties as delegated by the President or CHCC.

Secretary
The Secretary shall:

i) Keep minutes of all General Meetings, including a summary of actions taken and assignments made to be presented at each subsequent meeting;
ii) Notify all members of the next General Meeting date, time and place within 10 days prior to each meeting (Public notice of Special Meetings should occur in no less than three days);
iii) Maintain a list of all active members’ names, addresses, and preferred method of contact;
iv) Present nominations before elections, and publicize the election results;
v) Serve as the primary media contact for the Council.
vi) Have a copy of the CHCC Bylaws and Robert’s Rules of Order available at all meetings.
vii) Keep record of past notices and meeting minutes.

Treasurer
The Treasurer shall:

i) Establish and maintain accounting records and bank accounts of the Capitol Hill Community Council;
ii) Receive and disburse funds as instructed by the CHCC in accordance with the laws and regulations relating to nonprofit corporations;
iii) File appropriate reports, as required by law;
iv) Present a report on the financial position of CHCC at each meeting of Council, and have bank statements available at general meetings for review;
v) Have financial records available for review at any public request;
vi) Assist the Vice President in fundraising.

At-Large Representatives At-large representatives shall serve as officers to help ensure that the interests of geographically distinct Capitol Hill community groups and individuals are represented on the Council. Until At-large representatives are selected during the election at the Annual Meeting, the officers shall nominate the representatives to be confirmed by the CHCC at the next General Meeting by a majority vote. At-Large representatives will assist with outreach.

Section 2: Term length

The term of office for each officer should be thirteen months. The final month will provide a transition between old and new officers.

ARTICLE VIII. Committees

Section 1: Executive Committee

  • The Executive Committee shall consist of the seven (7) officers.
  • The Executive Committee shall set the agenda, preside over the meeting, and ensure that the duties of the officers are performed.

Section 2: Subcommittees

  1. The Council shall strive to develop Standing and Special subcommittees that address the relevant concerns and needs of the community. The goal of such committees will be to work with existing agencies to achieve desired results.
  2. Committee and subcommittee Chairpersons can be nominated by any member and approved by majority vote of the CHCC members meeting quorum requirements. A Chairperson should be appointed at the Committee’s inception.
  3. Each Chairperson of Standing and Special committees shall be prepared to report on committee activities at regular meetings of the CHCC, or designate a representative to do so.
  4. The President, or at least three members of the Executive Committee or the Council can appoint and dissolve committees with the exception of the Executive Committee. In the event of conflict, a formal vote will be taken by the Council.
  5. Special Committees shall be defined as those committees that exist only for the duration of a special project.
  6. Subcommittees shall be those committees formed under any of the larger committees.

ARTICLE IX. Elections

Section 1: Elections

  1. Elections for all officers shall be held annually. Term length shall be approximately one year and one month (or 13 month) terms. During the transition between Officers following an election, the outgoing officer will serve in an advisory role to the new officer for one month.
  2. Elections will take place on the 3rd Thursday of June, or no less than thirty (30) days after an election is announced.
  3. The candidate for each office receiving the highest number of votes shall be declared the winner.
  4. In the event of a tie, another vote will take place immediately following the initial vote, until the tie is broken by the voting members.

Section 2: Nominations

  1. Officer nominations shall be presented during the May CHCC monthly meeting.
  2. Anyone who is a member of the CHCC can nominate any other member of the community for office, including himself or herself.
  3. Ballots shall be printed that list the formally-nominated candidates.

Section 2a: Pre-Election Publicity

It is the obligation of current CHCC officers to publicize the nomination deadline by the 3rd Thursday of April, or no less than thirty (30) days before the date of the election.

  • The nomination period shall close on the 3rd Thursday in May, unless the election is held in a month other than June.
  • Between the nomination deadline and the election, it is also the obligation of current CHCC officers to publicize the nominees, as well as, the date, time and place of the election.

Section 3: Vacancies

  1. In the event of a vacancy during the term, an emergency election shall be held. Following the vacancy and prior to the emergency election, the Council may appoint an interim officer to serve until the new officer is elected.
  2. The vacancy must be announced by the officers at the next meeting. At this time or earlier, the officers will begin publicizing the nomination deadline. The nomination deadline will be the following monthly meeting.
  3. As in the annual election, anyone who is a member of the CHCC can nominate any other member of the CHCC for office, including himself or herself.
  4. The election will be held at the monthly meeting immediately following the nomination deadline.
  5. Vacancies can be caused by:

i) Death;
ii) Resignation;
iii) Unexcused absence from two consecutive meetings; and/or
iv) Neglect of duties.
Reasons iii and iv) are to be determined by a majority vote of the membership present at a meeting where a quorum exists.

ARTICLE X. Finances

  1. The Treasurer shall establish and maintain all bank accounts.
  2. The President and Treasurer may authorize expenditures of up to $100. The Treasurer shall report all such expenditures at the next CHCC meeting.
  3. The CHCC must approve of all ongoing expenditures or individual amounts in excess of $100 by majority vote.

ARTICLE XI. Recall or Removal of an Officer

Recall of an Officer:

  1. Any CHCC member can initiate the process to recall an officer.
  2. To initiate a recall election, at least one member of the CHCC must present an argument as to why an officer should be recalled.
  3. The Council membership shall debate the recall before a vote is held. To allow further consideration, a CHCC member may propose to postpone the vote until the next CHCC meeting.
  4. Approval of the recall election requires a two-thirds vote of the members at a regularly scheduled CHCC meeting, provided that a quorum exists.
  5. The recall election must be held at the following CHCC monthly meeting.

Removal of an Officer:

  1. During the officer removal election, formal arguments for and against removal of the officer shall be presented, followed by a debate among CHCC members.
  2. Members of the CHCC will vote on whether or not the officer is to be removed.
  3. Removal shall be enforced if the number of votes in favor of the removal win by a simple majority. Abstention shall be considered a vote to oppose.

The following are reasons that an officer can be recalled and/or removed:

  1. Repeated failure to perform stated duties;
  2. Non-attendance [All elected officers are required to attend all CHCC scheduled meetings. Elected officers must notify the CHCC President of just cause for absence. In any case, an elected officer who misses two (2) consecutive meetings or three (3) meetings in a term, may be removed];
  3.  Failure to adhere to the stated purpose of the CHCC;
  4.  Conflict of interest; and/or
  5. Misuse of authority.

ARTICLE XII. Record Keeping

Records defined: All files (including, but not limited to, letters, agendas, minutes, sign-up rosters, reports) and other pertinent information printed and maintained by the CHCC, its Elected Officers and appointed representatives.

Files shall be kept at the City of Seattle’s Central Neighborhood Service Center for a minimum of five (5) years from the date of the document. The documents shall be publically available; however, only the Officers may remove files. Prior to removal, an officer must provide his or her printed name, current contact information, and a description of the file(s) to be removed. All files must be returned within two weeks from the date of removal.

ARTICLE XIII. Non-discrimination

The CHCC strives to provide an opportunity for all residents to participate in an environment that is free from discrimination on the basis of race, color, national origin, sex, marital status, sexual orientation, gender identity, political ideology, income, age, religious affiliation, ancestry, veteran status, and sensory, mental or physical disability.

ARTICLE XIV. Bylaws

Section 1: Bylaws Review and Revision

  1. Changes to the Bylaws shall be by a vote of two-thirds of the members of the CHCC present at the meeting considering such a change. The CHCC shall not consider or vote on any change to the Bylaws until the next meeting after the initial introduction of such change.
  2. The Bylaws shall be reviewed and revised every three years as necessary. A Special Committee shall be set up for this function when necessary.

Section 2: Washington Nonprofit Corporation Act

The Washington Nonprofit Corporation Act (RCW 24.03) shall govern an organization unless otherwise specified in the organization’s bylaws or articles of incorporation. The Act is the “default” provision, which is used in the event that the council’s bylaws do not address a particular topic.

ARTICLE XV. Conflict of Interest

  1. The Council shall make an effort to review any and all perceived conflicts of interest.
  2. A conflict of interest exists if an officer, officer-elect or committee Chair receives any financial compensation, financial benefit, personal benefit, or accepts employment with or is under contract to the Council.
  3. Reimbursement to an officer for approved expenses is not considered a conflict of interest.
  4. It is the obligation of officers and Council members to notify the Council either verbally or in writing if a perceived conflict of interest or duality of interests arises.
  5. A conflict of interest will also exist if any officer or member is directly employed by or related to any party having an interest that is adverse or potentially adverse to the purposes of the Council. Such officer or Council member shall disclose to the Council the existence of such conflict, and may not participate in voting on matters affecting the parties of the conflict, unless such conflict is discussed and waived by a majority of Officers and members present.

ARTICLE XVI. Dissolution

Section 1. Active Dissolution

  1. In the event that the CHCC can no longer operate for any reason, the members can decide to dissolve by a two-thirds majority vote.
  2. Any remaining assets of the CHCC shall be donated to the charity or non-profit organization selected by a majority vote of the members at the dissolution meeting.
  3. Dissolution will be effective upon 30 days after the vote.

Section 2. Passive Dissolution

Dissolution of the Council shall occur in accordance with the requirements of the Washington Nonprofit Corporation Act (RCW 24.03).

Capitol Hill Community Council

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