Tuesday, November 16, 2010

November 2010 Minutes

The meeting of the Hood Canal Improvement Club was called to order at 7:15 p.m. President McArthur led us in the Pledge of Allegiance. Richard invited Gordon Personius to read a patriotic poem he had written, entitled Dream. Good job, Gordon! Richard then welcomed our evening’s guests, Dan Hanson, Sandra Sheridan, Tom Churchill, Superintendent/Principal of Hood Canal School and his wife Patty. Tom then introduced Eddie George, new Vice Principal of Hood Canal School, who told the group a little about himself.


Mr. Churchill then spoke about the unique challenges facing Hood Canal School at this time, with budget cuts in these tough economic times threatening some of the school’s programs. He told the group of some of the efforts being put into play in order to conserve precious resources as best they can, and that they are looking for available grants and other sources of funding. He spoke about some of the exciting programs going on at the school that the community is and can be involved with, including the Community Teaching Corps Program, wherein anyone in the community having a special skill can share it with the school children in after school small groups. There are also programs in place to help reduce the absence and tardiness problems that are prevalent in the school, as well as a new messenger system and website that helps parents stay more in touch with their child’s progress. Mr. Churchill also thanked the group and the community for continuing to support the school levies. If anyone would like to participate in any of the above programs, or the reading program (one-on-one), or if there are any questions, please contact Superintendent Churchill at the school. Everyone seemed to appreciate the presentation.


The minutes from the September meeting were approved as presented. The Treasurer’s report from September and October was approved as presented. There were no October minutes, as we hosted Candidates’ Night forum and did not have a business meeting that night.


Old Business:

Mike Jensen reported that the doors have not yet been placed on the cabinet at NCCU, but that he and Don Chenoweth (who is now living in his home once again) would get working on it soon.


Richard reported on the Dalby Waterwheel road signs that were “up and then down”, removed by DOT and retrieved by Richard from the Shelton maintenance yard. He said that Tim Sheldon had offered to help put us in touch with someone at DOT who can help us, and did that after the October Candidates’ Night. Richard has been in contact with Mr. Bennett and has filled out the proper form for the DOT to be able to place our signs appropriately on the highway.

New Business:

President McArthur spoke to the group about the recently completed phone survey done by the HCIC board of officers, and presented the tabulated results to the members. In summary, there was a 74% response to the survey and it seems most people favored having a guest speaker on various topics of interest. The board will plan to meet and review the results of the survey before the December meeting, when we can have a discussion about what we might actions we might like to take.


Richard told the group that our treasurer’s books didn’t get audited this summer, and asked for a committee to form to undertake this task. Ed Binder volunteered to chair the committee, and is going to be joined by Mike Jensen and Lola Pittard. Treasurer Charles Johnson gave the package of financial records to Ed for his committee to review.


Pastor Terry Oliver invited all to come and enjoy the free Thanksgiving Dinner on Saturday, November 13th from noon until five p.m. All are welcome!


Mr. Churchill added a note that Hood Canal School very much appreciates the NCCU’s back pack ministry, that provides food in backpacks that needy children can take home for the weekend. Many of the children who are “couch surfing” often don’t get enough to eat over the weekends, and this great service really helps the kids a lot. Lola added that anyone who would like to help with the program is welcome, that it is not limited to church members.


Mike Jensen asked the group if anyone would like to help make a trebuchet for next year’s Pumpkin Fest catapult contest, the great pumpkin “hurl”. Henry Biernacki indicated he would help, and Mike said if anyone else wants to join them, to get in touch with him.


There was some discussion about advertising for our club’s meetings, so that the Hoodsport area is included. Mr. Churchill reported that they would be installing a new electronic reader board at the school and that we would be welcome to advertise our meetings on it.


Valerie Johnson reported on the upcoming Union Tourism Association’s Christmas caroling to be held the day after Thanksgiving, starting at 4pm at Union Square Deli. Anna’s Bay chorale members will sing Christmas carols and all are welcome to join in. The lights at Union Square will go on at 4pm in conjunction with the caroling, and then the group will walk to the Cameo Boutique for more caroling and Christmas lighting, and then to Robin Hood for the same, ending up at Alderbrook Resort for the arrival of Santa by boat and the turning on of the lights there.


Valerie Johnson also reported on the upcoming Anna’s Bay Chorale performances of the Messiah, on December 10, 11 and 12. Tickets are on sale now and if 10 or more wish to purchase as a group, the tickets are $9. Otherwise, they are $12 each in advance or $15 at the door. Friday and Saturday night will be evening performances and Sunday is a 2pm matinee, all at Shelton High School Auditorium. The singers will be accompanied by a full orchestra, so this is not to be missed!


Bill Viger reported on the weather that he has been keeping track of for the last 25 years (or so!)

that our rainfall is a bit over the average for this time of year.


Richard McArthur was the winner of the 50/50 drawing which contained $30, and he said he’d like to donate his half to the Food Bank. Thanks, Richard!


President McArthur thanked our evening’s hosts Gordon and Janelle Personius and Lola Pittard, who decorated the tables with a Veteran’s Day theme and mini chocolate candies. Many thanks to all!


As there was no further business, the meeting was adjourned at 8:20 p.m.


Respectfully submitted,


Valerie Johnson, Secretary

HCIC Articles of Incorporation

The undersigned, a majority of whom are citizens of the United States. desiring to form a Non-Profit Corporation under the Non-Profit law of the State of Washington, RCW 24.03, do hereby certify the following:


ARTICLE I


The name of the corporation shall be the Hood Canal Improvement Club.


ARTICLE II


The term of existence shall be perpetual.


ARTICLE III


The place in this state where the principal office of the corporation is to be located is: Post Office Box 312, the City of Union, Mason County 98592.


ARTICLE IV


Said corporation is organized exclusively for charitable purposes, including such purposes as the making of distributions to organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code. Specifically, said corporation is formed to:


  1. develop, improve and beautify community and recreational facilities;
  2. cooperate with other non-profit and charitable organizations;
  3. promote projects that will improve the health and safety of the Union community.
  4. provide a public forum for residents to discuss topics of community interest, and
  5. enable Union children and elders to obtain access to needed services and activities.


ARTICLE V


The names and addresses of the persons who are the initial directors of the corporation are as follows:


President Daniel L. Hess E. 190 Tacoma St. Union, WA 98592

Vice President Henry M. Quinnell E. 10 Second St, Union, WA 98592

Secretary-Treasurer Thelma A. Floor E. 51 Mason Ave, Union, WA 98592

Member-at-Large Patricia A. Ullom E. 100 McReavy Rd, Union, WA 98592

Member-at-Large Mary M. Bailey E. 170 Madrona Bch., Union, WA 98592

Historian


ARTICLE VI


The name of the registered agent of the corporation is: Edward Harry Binder


The registered office address, which is also the address of the registered agent, is:

          1. 311 5th Street

Union, WA 98592

Phone: (360) 898-3003


ARTICLE VII


No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, directors, trustees, 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 Article III hereof. No substantial part of the activities of the corporation shall be carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (A) by a corporation exempt from federal income tax under sections 501 (c) (3) of the Internal Revenue code, or corresponding section of any future federal tax code, or (B) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue code, or corresponding section of any future federal tax code.


ARTICLE VIII


While, in theory, the Club as a corporation shall exist in perpetuity, it may in fact be dissolved and its holdings liquidated by a majority vote of all Club members. Any such proposal shall be made in writing, with reasons specified, circulated to Club members, and voted upon only after full discussion.


Upon dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to the State of Washington, or Mason County, for public purpose. Any assets not so disposed of shall be disposed of by the Court of Common Pleas of Mason County, in which the principal office of the corporation is located, exclusively for such purposes or to such organizations or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.


ARTICLE IX


The name and address of each incorporator is as follows:


President Daniel L. Hess E. 190 Tacoma St., Union, WA 98592

Vice President Henry M. Quinnell E. 10 Second St., Union, WA 98592

Secretary-Treasurer Thelma A. Floor E. 51 Mason Ave, Union, WA 98592

Member-at-Large Patricia A. Ullom E. 100 McReavy Rd, Union, WA 98592

Member-at-Large Mary M. Bailey E. 170 Madrona Bch, Union, WA 98592



ARTICLE X


If there is any conflict between the Articles of Incorporation and the Bylaws, the Articles of Incorporation shall prevail.



HCIC By Laws - As Amended

The purpose of the By Laws is to regulate the internal practices and procedures of the The Hood Canal Improvement Club: define the regulations, rights and duties of members amongst themselves and in relation to the organization; and to define the powers, duties and limitations of directors, officers and other agents.


ARTICLE I - NAME, ADDRESS


The name of this non-profit corporation shall be The Hood Canal Improvement Club. The permanent address shall be Post Office Box 312, Union, Washington, 98592.


ARTICLE II - PURPOSES


  1. The purpose for which this non-profit corporation is formed and the powers which it may exercise are set forth in the Articles of Incorporation of The Hood Canal Improvement Club made, subscribed and acknowledged on 3/27/87.
  2. The Hood Canal Improvement Club is organized exclusively for charitable purposes and is specifically formed to:

(a) develop, improve and beautify community and recreational facilities

(b) cooperate with other non-profit and charitable organizations

(c) promote projects that will improve the health and safety of the Union community

(d) provide a public forum for residents to discuss topics of community interest

(e) enable Union children and elders to obtain access to needed services and activities.


ARTICLE III - MEMBERSHIP


  1. Any adult resident of the general Union community, 18 and above, shall be eligible for membership in The Hood Canal Improvement Club. A member shall remain in good standing as long as he or she pays the annual dues.
  2. The annual dues are ten dollars five dollars ($5.00) (Amended January 2, 2002) ($10.00) (Amended October 7, 2008) and shall be due each January September (Amended October 7, 2008) meeting of the year (Amended October 7, 2008).
  3. A person’s name on the Club’s current roll book shall be sufficient evidence of membership in good standing.
  4. A member may be asked to resign, or be expelled by a majority vote of the Club, when such action is deemed to be in the best interest of the Club.



ARTICLE IV - OFFICERS, ELECTIONS


The Club officers shall be a president, vice-president, secretary, treasurer, two board members at large and an historian. The president, vice-president, secretary, treasurer and one board member at large shall be elected in May of each successive year and take office at the next regular Club meeting immediately upon election (Amended May 6, 2008). The outgoing president will automatically become a board member at large. The historian shall be selected for an indefinite period of time or until he or she resigns or cannot perform the necessary responsibilities.


  1. The Club shall meet on the first Tuesday of each month, except for June, July, and August, at a time and place designated by the Club. Special meetings may be called by the directors or at the request of any five Club members (excepting directors) with all Club members to be notified as to time, place and agenda in advance of the meeting.
  2. The president may cancel (or reschedule) a meeting if, in his or her judgment, conditions make it impossible to assemble a quorum.
  3. Club members shall be notified of the time and place of a meeting, whether regular or special.
  4. Ten Club members in good standing, exclusive of Board members, shall constitute a quorum.
  5. “Majority vote” shall be interpreted to mean more than half the average number of Club members a the last two meetings, with exception that, in case of a proposed dissolution of the Club, the entire membership shall be made the basis for computing a majority,
  6. It the president and vice-president are absent at a meeting, members shall elect a chairman pro tem.
  7. Order of business at regular meetings shall be:

(a) Call to Order

(b) Introduction of new members and/or guests

(c) Minutes of past meeting

(d) Secretary’s Report

(e) Treasurer’s Report

(f) Bills and Communications

(g) Committee Reports

(h) Old Business

(i) New Business

(j) Adjournment


  1. Order of business at special meeting shall be established by the president.
  2. voting shall be by voice or show of hands except in the election of officers which shall be by secret ballot.
  3. Robert’s Rules of Order shall be the authority on parliamentary procedure.
  4. The president shall make every reasonable effort to see that all sides of an issue under discussion have a full and fair hearing.


ARTICLE V- BOARD OF DIRECTORS


The foregoing six elected officers shall constitute a Board of Directors, which shall have authority to transact business for the Club in accordance with instructions of the Club. The Board shall be chaired by the President of the Club who shall issue calls for meetings. The Club’s secretary shall keep minutes of meetings, the treasurer will maintain and document the Club’s financial records and report any action to the Club members.






ARTICLE VI - OFFICERS, DIRECTORS


  1. Affairs of the Club shall be managed by its Board of Directors under established policy or by majority vote of the Club. In the absence of policy, action by a special Board meeting (if held) shall be submitted to the Club at its regular meeting for the final approval of Club members.
  2. All board action (if a special Board meeting) shall be reported to the Club at the next meeting.
  3. A majority of the Board (4 members) shall constitute a quorum for the transaction of business and decisions shall be made by majority vote of members present.
  4. A vacancy in the Board shall be filled by the Board until an election can be held to fill the vacated office.
  5. Any Board member may be removed for just cause by a majority vote of the Club but, if so removed, he or she shall not forfeit his or her membership in the Club.
  6. No officer of the Club shall be compensated for his services, except for reimbursement of expenses for Club-related activities.
  7. The president shall be the Club’s Chief executive officer and shall, in general, conduct and supervise business. He or she shall preside at meetings, appoint committees, engage in correspondence, represent the Club to the public, and perform such other duties as may be prescribed. His or her signature, along with the secretary shall be necessary to validate any deed, mortgage, contract, or other official document, excepting checks for reimbursement of operating expenses which may be signed by either the president or the treasurer.
  8. In the absence of the president or in event of his or her inability or unwillingness to act the vice-president shall perform his or her duties and exercise his or her authority.
  9. In addition to the duties assigned in Article VI, the secretary shall keep minutes of meetings, shall conduct correspondence, transact Club business and perform other duties as instructed by the president, the directors and the Club. His or her books, minutes and records shall be open at all times to inspection by Club members. The treasurer will report on the funds in his or her care and at the last meeting of the year present an overall financial report and perform such other duties as instructed by the president. His or her books and records shall be open at all times to inspection by Club members.



ARTICLE VII - FISCAL OPERATIONS


  1. The Club’s fiscal year shall begin September 1 and end August 31.
  2. The Club may enter into lawful contract and incur obligations essential to its stated purposes. It may borrow money and give security, mortgage property and, in general, do anything deemed proper to further its objectives. Any such transactions, if initiated by the directors, shall be subject to final approval of Club members by majority vote.
  3. Expenditures over $100 (one hundred dollars) shall be approved by vote of Club members.
  4. The Club may acquire such real or personal property as may be necessary for the realization of its purposes. A majority vote of Club members shall be required whenever the purchase, sale (or other disposition) of real property is proposed. Gifts or bequests to the Club shall be accepted or rejected by the majority of the directors, subject to the final approval of the Club.
  5. The official seal of the Corporation shall be kept by the secretary, along with Club recored, deeds, minutes, correspondence and the like. The secretary shall affix the seal and be held accountable for its use. The treasurer shall maintain the financial records and account books for the Club.


ARTICLE VIII - AMENDMENTS


  1. These by laws may be amended, added to or revoked by majority vote of the Club members present at any meeting, assuming there is a quorum. A proposed change shall be read at one meeting and acted upon at any subsequent meeting. If a proposal is defeated, it may be reintroduced at the next regular Club meeting.
  2. If there is any conflict between the Articles of Incorporation and the Bylaws, the Articles of Incorporation shall prevail.


CERTIFICATION


The current Directors of the Hood Canal Improvement Club accept responsibility under the Non-Profit Corporation Law of Washington, RCW 24.03 and Section 501 (c) (3) of the Internal Revenue Code of the United States of America, and shall manage the affairs of the Corporation for the required period of time. These directors are as follows:



_______________________________ _________________________________

Daniel L. Hess, President Henry M. Quinnell, Vice-President

_______________________________ _________________________________

Thelma A. Floor, Secretary-Treasurer Patricia E. Ullom, Member-at-Large



_______________________________

Mary Margaret Beley, Member-at-Large


3/27/87








The below named officers have read the corrected Amendments and approve them as corrected:


Richard McArthur, President: ________________________________ Date_________


Henry R. Biernacki, Vice President: ___________________________ Date_________


Valerie Johnson, Secretary: __________________________________ Date_________


Charles H. Johnson, Treasurer: _______________________________ Date_________


Michael Jensen, Member-at-Large: ____________________________ Date_________


Lola Pittard, Member-at-Large: _______________________________ Date_________