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_________