BYLAWS:

Article 1 – Purpose

The Madison Park Community Council, doing business as Friends of Madison Park (“FOMP”), is a nonprofit corporation organized in the State of Washington pursuant to the rules and requirements of the Washington Nonprofit Corporation Act (RCW 24.03, as it may be amended from time to time, the “Nonprofit Act”), and FOMP’s Articles of Incorporation, as filed with the Washington State Secretary of State’s Office (the “Articles”).  It is FOMP’s intention to exercise its purposes and powers, and to otherwise operate in a manner which will maintain FOMP’s qualification as an exempt organization under Section 501 (c)(3) of the Internal Revenue Code of the United States, as it may be amended from time to time (the “Code”).  FOMP’s purpose is to 1) protect and enhance the natural and man-made beauty, quality of life, amenities and environments of the area of the City of Seattle delineated by Lake Washington on the East, the Montlake Cut on the North, and Lake Washington Boulevard on the West and South (generally encompassing the neighborhoods known as Madison Park, Washington Park, Broadmoor, Canterbury and Denny Blaine; collectively “FOMP’s Area of Primary Interest”), including without limitation the parks, public spaces, recreation areas, residential areas and commercial areas in FOMP’s Area of Primary Interest, and 2) to undertake such other actions and activities as are permitted under the Nonprofit Act and with FOMP’s status as an exempt organization under the Code.

Article 2 – Powers

FOMP shall have the power to receive, borrow and disburse money, to enter into contracts, to buy, sell, mortgage or encumber personal or real property, and to otherwise conduct its business and affairs to accomplish its purposes, and to act in all things to this end, as any individual might act, all in accordance with the Nonprofit Act, the Code, the Articles and these Bylaws.

Article 3 – Membership

Section 3.1      Members – All individuals or entities which have an interest in the purposes and activities of FOMP shall be considered to be “Supporters” of FOMP and shall be entitled to such privileges and benefits as may be established by FOMP’s Board of Directors from time to time.

Section 3.2      Contributions – There shall be no mandatory dues or fees payable by Supporters.  The Board of Directors of FOMP may request all Supporters, and prospective Supporters of FOMP to make non-mandatory annual or special contributions to FOMP in such amount as may be set by FOMP’s Board of Directors.  All such contributions shall be deposited in FOMP’s general fund or in a special fund(s), if so designated by FOMP’s Board of Directors.

Section 3.3      Meetings/Voting – FOMP’s Board of Directors may call meetings of the Supporters and may, but is not obligated to present questions, issues, policies, or related considerations to the Supporters for input by verbal or written communication, or by vote.  All such input and the results of any vote of the Supporters shall be advisory to the FOMP Board of Directors which shall have complete responsibility for management of FOMP’s activities and operations, all in accordance with Article 4 of these Bylaws.

Article 4 - Board of Directors

Section 4.1 – Number and Initial Directors – The Board of Directors of FOMP (“Board”) shall consist of not less than 7 or more than 15 members.  The members of the Board as of the Effective Date shall include (the remaining term of each member indicated in parentheses):

  • Chair: Octavia Chambliss (3 years)

  • Vice-Chair: Mary Beth McAteer (3 years)

  • Secretary: Emily Morton (3 years)

  • Treasurer: Diane Buckley (2 years)

  • Communications Coordinator: Erik Wicklund (1 year)

  • Business Liaison: Courtney Kennett (3 years)

  • City of Seattle Liaison: Brooke Fulton (3 years)

  • Community Outreach Coordinator: Meg Bartley (2 years)

  • Events Directors: Robin Kilwine (3 years) and Libby Samuelson (1 year)

  • Members-At-Large: Kip White (3 years) and Anita Carmen (2 years)

 

Section 4.2 – Election - All members of the Board  shall be elected and may be removed,  by the affirmative action of a majority of the Board, for cause or non-attendance, and shall serve until the earlier to occur of (i) expiration of their term as a member of the Board, (ii) their death or disability, (iii) their resignation as a member of the Board, or (iv) the election of their successor.  Each Board member so elected, after the initial Board members identified in Section 4.1 above, shall serve a term of 3 years, but may not serve more than 6 years consecutively.  Any vacancy in office shall be filled by the affirmative action of a majority of the Board.  

Section 4.3 – Powers and Duties – The Board shall be the governing body of FOMP, and in that capacity shall have complete authority to supervise, direct and control the affairs of FOMP, subject only to the limitations and exceptions provided for in these Bylaws, the Articles and the Nonprofit Act.

Section 4.4 – Meetings – The Board shall meet pursuant to a schedule set by the affirmative action of a majority of the Board.   Notwithstanding the foregoing, a Special Meeting of the Board may be called by the Chairperson, the Secretary or upon the written request of any three members of the Board, by providing not less than 5 days advance written notice of the date, time and location of any such meeting to the members of the Board.  Notices shall be deemed effective when delivered by mail or email to the mailing address or email address provided by each Board member to the Secretary.

Section 4.5 – Quorum and Manner of Acting – A majority of the members of the Board shall constitute a quorum at any meeting of the Board.  The act of the majority of the members of the Board present at any meeting at which there is a quorum shall be the act of the Board, unless the vote of a greater number is required by these Bylaws, the Articles or the Nonprofit Act.

Section 4.6 - Delegation – The Board’s authority to supervise, direct and control the affairs of FOMP shall include the appointment of committees and agents which the Board determines to be necessary or beneficial, including without limitation an Executive Committee.  In each instance, with the exception of the Executive Committee, committees and agents shall be advisory to the Board, and a written statement of their role and authority shall be adopted by affirmative action of a majority of the Board. (including the authority to enter into contracts binding on FOMP or to expend FOMP funds over $500).

Section 4.7 – Executive Committee - The Executive Committee shall consist of the Chairperson, Vice Chairperson, Secretary and Treasurer and shall have the authority to plan, manage and approve FOMP’s operations between meetings of the Board and to make expenditures over $500.  Minutes of the meetings of the Executive Committee shall be promptly circulated to all Board members, and any two Board members, by written notice to the Secretary, may request that any action by the Executive Committee be considered by the entire Board, and upon receipt of such request, the Secretary shall schedule a Special Meeting of the Board for that purpose.

 

Article 5 – Officers

Section 5.1      Officers – The Officers of FOMP shall consist of a Chairperson, a Vice Chairperson, a Secretary, a Treasurer, and such other officers as the Board may elect pursuant to Section 5.6 below.

Section 5.2      Chairperson – The Chairperson shall preside at all meetings of the Board and of the Supporters, and shall have general charge of, and control of, the affairs of FOMP, subject to the authority of the Board as set forth in these Bylaws.

Section 5.3      Vice Chairperson – In the case of death, disability or absence of the Chairperson, the Vice Chairperson shall perform and be vested with the duties of the Chairperson, and shall otherwise perform such other duties as may be assigned to him or her by the Chairperson or the Board, including without limitation, ensuring the nonprofit status of FOMP is current and valid, seeking grants for FOMP and initiating and managing fundraising strategies for FOMP.

Section 5.4      Secretary – The Secretary shall keep a record of the minutes and proceedings of the meeting of FOMP’s Board and of its Supporters and shall give notice(s) as required by these Bylaws of all such meetings.  The Secretary shall be the custodian of all books, records and papers of FOMP, and shall perform such other duties as may be assigned to him or her by the Chairperson or the Board.  

Section 5.5      Treasurer – The Treasurer shall keep all accounts of all moneys and valuables in the name of and to the credit of FOMP in such banks, and subject to such authorizations as the Board may designate, and shall perform such other duties as may be assigned to him or her by the Chairperson or the Board.  All checks, wires or other authorizations for the payment of money from the accounts of FOMP shall be signed by or authorized in writing by the Treasurer or by a fiduciary authorized by the Board, with a copy to the Treasurer.

Section 5.6      Other Officers – The Board may elect such other officers of FOMP, with such titles and responsibilities as the Board, in its reasonable discretion, may designate.

Section 5.7      Multiple Offices – Any two offices may be held by the same person, except the offices of Chairperson and Secretary, Chairperson and Treasurer and Chairperson and Vice Chairperson.

Section 5.8      Election – All officers of FOMP shall be elected by the affirmative action of a majority of the Board and shall serve, unless removed for cause or non-attendance by the affirmative action of the majority of the Board, until the earlier to occur of (i) expiration of their term as a member of the Board, (ii) their death or disability, (iii) their resignation as a member of the Board, or (iv) the election of their successor.  Any vacancy in office shall be filled by action of the Board.

Article 6 – Miscellaneous

Section 6.1 – Fiscal

6.1.1 – The fiscal year of FOMP shall be the calendar year.

6.1.2 – The books and financial records of FOMP shall be kept under the supervision of an independent certified public accountant selected by the Board, who shall annually conduct a review of the financial statements of FOMP and shall annually prepare a financial report summarizing the results of such review, to be presented to the Board.

6.1.3 – No part of the donations to or revenues of FOMP shall inure to the benefit of, or be distributable to  FOMP’s Board members, Officers, employees or committee members, except that FOMP is authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of its purposes so long as any such payments are consistent with the requirements of Section 6.3 of these Bylaws and are approved by the Board.

Section 6.2 – Indemnity

6.2.1 – FOMP shall indemnify every Board member, Officer, FOMP employee and FOMP committee member, and his or her heirs, executors and administrators against any and all expenses and liabilities, including attorney’s fees, incurred or imposed in connection with any proceeding to which he or she may be a party or in which he or she may become involved by reason of holding or having held a position, as a Board member, Officer, FOMP employee or FOMP committee member, except in such cases as such Board member, Officer, FOMP employee or FOMP committee member is adjudicated guilty of willful misfeasance in the performance of his or her related duties; provided however (i) any settlement of claims, is subject to approval by the Board, and (ii) the Board reserves the right to select counsel for any such claim. Notwithstanding the foregoing, any such indemnification shall not apply to an otherwise indemnified party’s illegal act, intentional wrongdoing (including without limitation his or her violation of Section 6.3 of these Bylaws), malicious act, or for engagement in libel or slander, if in fact such determination is made by a trier of fact.

6.2.2 – FOMP may, but shall not be obligated to, maintain insurance at its expense to protect itself, Board member, Officer, employee or committee member against any expense or liability for which it has an obligation of indemnification under Section 6.2.1 above.

Section 6.3 - Conflicts of Interest

6.3.1 – An “interested party” must provide disclosure of the existence and nature of any actual or potential “conflict of interest” to the Officer of FOMP or the chairperson of any committee of FOMP considering an affected transaction or arrangement.  Such disclosure shall be made in writing as soon as reasonably possible.

6.3.2 – For purposes of this Section 3.1, the following definitions shall apply:

6.3.2.1 – “Interested party” means any Board member, Officer, employee or committee member of FOMP.

6.3.2.2 – “Conflict of interest” means any actual or proposed transaction or arrangement by FOMP in which an interested party has or potentially has a direct or indirect “financial interest”.

6.3.2.3 – “Financial interest” means direct or indirect (including without limitation, through family members) ownership or investment interest in an entity with which FOMP has an actual or potential transaction or arrangement, or ii) compensation or other benefit received from an entity with which FOMP has an actual or potential transaction or arrangement.

6.3.3 – All actual or potential conflicts of interest shall be referred to the Board which shall determine, by majority vote of the Board members which are not interested parties, whether the affected transaction or arrangement is fair and reasonable, and in FOMP’s best interests.

Section 6.4 – Amendment – These Bylaws and the Articles may be amended by the affirmative action of a 2/3rds majority of the Board.  Upon such action, the Chairperson or Secretary of FOMP may prepare, execute, certify and record any approved amendment to these Bylaws or the Articles.

Section 6.5 – Dissolution – Upon the winding up or dissolution of FOMP, FOMP’s assets remaining after payment of all debts and liabilities shall be distributed to (i) an organization or organizations, as determined by the Board, and which are recognized as exempt under Section 501(c)(3) of the Code, or (ii) if the Board is unable to make such determination within 60 days after reaching a decision to or being otherwise ordered to dissolve or wind up, to the Parks Department of the City of Seattle.