Bylaws of
Northport Community Preservation and Restoration(NCPR)


Browse By Article:


1: Name, Offices, and Corporate Seal 2: Mission And Purpose3: Membership
4: Meeting Of Membership5: Board Of Directors 6: Duties Of The Board Of Directors
7: Committees 8: Parliamentary Authority9: Miscellaneous
10: Seal11: Amemendment(s) 12: Dissolution
13: Code Of Ethics 14: Effective Date15: Conclusion



Article 1

Name, Offices and Corporate Seal

    • (1.1) Name: The name of the corporation is Northport Community Preservation and Restoration. NCPR
    • (1.2) Offices: The principal office of the corporation shall be in Northport.

Physical Address: 405 Center St

Northport, WA 99157

Mailing Address: P.O. Box 967

Northport, WA 99157

  • (1.3) Seal:

 

Article 2

Mission and Purpose

(2.1) Mission: Empower the community with leadership skills to enhance the quality of life and sustain a healthy community.

  • · Build a foundation of success under the youth that they would not continue in the cycle of poverty of previous generations.
  • · Focus on community leadership, identifying and developing the activities of citizens to strengthen and move our community forward.
  • · Build relationships and partnerships between town council, school, and existing groups in our community and other communities to educate, improve infrastructure and our economy.
    • (2.2) Purpose: Said corporation is organized exclusively for charitable and educational purposes. Including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

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Article 3

Membership

(3.1) Membership: No person shall be denied membership because of sex, race, physical handicap, color, nationality, sexual orientation, age, religion or political belief.

(3.2) Voting Membership:

1. Board of Directors

2. Members: are those individuals who have requested to be a member and participated 5 hours or more in the organization per month, documented at each meeting. If a discrepancy arises, eligibility to vote is determined by the Board of Directors.

3. Non-voting Members: are those individuals who support the mission of the organization; they shall have a voice but no vote in the organization.

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Article 4

Meeting of Membership

    • (4.1) Meetings of Membership: an annual meeting of members of the organization for the purpose of the election of the Board of Directors (and officers, if appropriate) and transaction of such other business as properly may come before it shall be held at such place and time during the year as is set each year by the Board of Directors. The secretary shall mail/e-mail notice of the annual meeting to all members at least 14 days before the meeting. Members may vote by mail/e-mail and be counted if their votes are received prior to the annual meeting.
    • (4.2) Special Meetings: Special meetings of the organization may be at the call of the Board of Directors or of at least 50% of the members of the organization.
    • (4.3) Voting: Each member of the organization shall be entitled to one vote.
    • (4.4) Quorum: Three Members of the Board of Directors and 25% of the members participating in or attending the meeting.
    • (4.5) Monthly Meeting: will be held the third Tuesday of each month at 9:30 am. Location to be announced at each meeting and posted on the Web Site NorthportCPR.org and the Kiosk in Northport.
    • (4.6) Appeal: Any decision of the board may be appealed in writing. Representation of appeal at next scheduled meeting may present their case and request another vote.

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Article 5

Board of Directors

    • (5.1) Duties: The property affair and management of the organization shall be vested in and controlled by the Board of Directors; consisting of President, Vice-President, Secretary, Treasurer and Public Relations Director.
    • (5.2) Number of Directors: The Board of Directors shall consist of no less than 3 and no more than 9 Directors.
    • (5.3) Directors: All Directors shall actively support the mission of the organization; will have knowledge and understanding that will result in an overall contribution to the purpose and workings of the organization. The Board of Directors shall not consist of related individuals.
    • (5.4) Elections and Terms of Directors: The Directors shall be elected at the annual meeting of the membership by a simple majority of votes cast. Each Director will be elected for a term normally of two years. The term of office will be staggered so that, as often as possible, no more than one-third of the Board membership will be elected at any one time. Members of the organizing Board of Directors will be elected for one (1) or two (2) year terms and can serve up to six (6) consecutive years in the same position.
    • (5.5) Vacancies in the Board of Directors: When a Director dies, resigns or is removed, the Board may elect a Director to serve for the duration of the term.
    • (5.6) Removal of Director: Any Director may be removed from the Board by an affirmative vote of two-thirds of those present at an official meeting of the Board. Notice of the proposed removal will be given to members of the Board with notice of meeting date and place. The Director involved will be given an opportunity to take part in and be heard at the meeting at which his/her removal is being considered.
    • (5.7) Quorum: A majority attendance of the Directors shall constitute a quorum at any meeting of the Board of Directors.
    • (5.8) Meetings: The Board of Directors shall meet monthly and at any other time or place specified by the president of the Board of Directors or in his/her absence by one-fourth or more of the Directors. These meetings can be held by telephone conference or, if or as, necessary.
    • (5.9) Voting: At all meetings of the Board of Directors, each Director will be entitled to cast one (1) vote on any motion coming before the meeting. A simple majority affirmative vote of the Directors is required to pass a motion before the Board. Proxy voting will not be permitted.

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Article 6

Duties of the Board of Directors

    • (6.1) The duties of the President shall be:
  • · To preside and maintain order.
  • · To explain and decide all questions of order.
  • · To entertain only one main motion at a time.
  • · To put all motions to vote and give results.
  • · To provide leadership in developing and implementing the objectives of the organization.
  • · To set the meeting agenda prior to the meeting.
  • · To execute on behalf of the corporation, all contracts, deeds and conveyances and other instruments in writing that may be required or authorized by the Board of Directors for the proper and necessary transaction of the business of NCPR.
    • (6.2) The duties of the Vice-President shall be:
  • · In absence of the president, the vice-president presides and performs the duties of the president.
  • · To perform other duties as assigned by the President or the Board.
    • (6.3) The duties of the Secretary shall be:
  • · To keep an accurate record of attendance and minutes of all meetings of the Board of Directors.
  • · To read the minutes of previous meeting and sign minutes after the approval of the board.
  • · To record the proceeding – what is done, not the debate – what is spoken.
  • · To record the name of the member who introduced a motion.
  • · To take charge of all documents belonging to the organization when requested, except those of the Treasurer.
  • · Read all letters and correspondence at meetings.
  • · To call a meeting to order, in the absence of the president or a vice-president, and to preside until the election of a Director (as being protean), this should take place immediately.
  • · To perform other duties as assigned by the President or the Board.
    • (6.4) The duties of the Treasurer shall be:
  • · To receive and bank all monies of the organization.
  • · To oversee the collection and reporting of all income such as: contributions and contracts of NCPR.
  • · To keep bookkeeping records of such funds
  • · To pay bills from officers and committee members only when clearly authorized and when receipts of expenditures are attached.
  • · To give statement of finances at each monthly meeting and as often as required.
  • · To perform other such duties as assigned by the President or the Board.
    • (6.8) The duties of the Public Relations Director shall be:
  • · To be a representation of the board in communication with the public and other agencies.
  • · To post meeting dates, times and location to the Web page.
  • · To post meeting minutes to the Web page.
  • · To write articles on the Web page and newspapers of special events and activities of the organization.

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Article 7

Committees

    • (7.1) Fundraising Committee: The President shall appoint individuals to the Fundraising Committee for one-year (1) terms. This committee shall elect its own chair and that person is responsible for reporting to the Board of Directors. This committee shall act for the organization in the procurement of grants and contracts for fulfilling the organization’s mission and purpose.
    • (7.2) Public Relations/Communication Committee: The Public Relations Director shall be the chair of this committee and is responsible for reporting to the Board of Directors. This committee shall be responsible for all publicity as it relates to the mission of the organization. The Public Relations/Communications Committee will oversee all organizational brochures and flyers of the organization.
    • (7.3) Ad Hoc and Task Forces: The Board of Directors may designate ad hoc committees or task forces as needed. Task Force or committee members may be members of the Board of Directors or other interested individuals. The chairs of the committees or task forces will be appointed by the Board of Directors. After consultation with the Board President, the committee or task force chair will appoint the members of his/her committee.

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Article 8

Parliamentary Authority

    • (8.1) Parliamentary Authority: The Board and its committees shall be governed in its meetings by parliamentary laws as contained in Robert’s Rules of Order, Revised.

Article 9

Miscellaneous

    • (9.1) NCPR formally known as Northport’s Horizon Project has been in existence since October 2006; operating under a grant from the NW Area Foundation.
    • (9.2) NCPR will have the power to indemnify and hold harmless any director, officer or employee from any suit, damage, claim, judgment, or liability arising out of or asserted to arise out of, conduct of such person in his/her capacity as director, officer, or employee (except in cases involving willful misconduct). NCPR will have the power to purchase or procure insurance for such purposes.
    • (9.3) The Board of Directors, upon unanimous decision, may enter into any contract or execute and deliver any instrument in the name of, and or on behalf of, NCPR.
    • (9.4) The Board of Directors will maintain the records and accounts in such a manner that the true and correct condition of NCPR may be ascertained there from at any time. The Board of Directors will preserve for a reasonable length of time all books, documents, correspondence, and records of whatever kind pertaining to NCPR which may come into his/her possession.
    • (9.5) NCPR will keep correct and complete books and records of account and will also keep minutes of the proceeding of its Board of Directors and committees having any of the authority of the Board of Director’s; and it will keep at google.docs and the principal office, a record giving the names and addresses of Board members entitled to vote. All books and records of NCPR may be inspected by any Board member or his/her agent or attorney for any proper purpose at any reasonable time.
    • (9.6) The fiscal year of NCPR will be February 1 through January 31.

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Article 10

Seal

(10.1) The Corporation shall have such corporate seal or no corporate seal, as the Board of Directors shall from time to time determine.

Article 11

Amendment (s)

    • (11.1) The articles of incorporation and bylaws may be amended to include or omit any provision that it could lawfully include or omit at the time the amendment is made, provided that notice thereof has been given at least thirty (30) days prior to a legally constituted meeting provided that any number of amendments or an entire revision of the by-laws may be submitted and voted upon at said meeting of the membership by a two-thirds vote of those present or represented.

Article 12

Dissolution

    • (12.1) Upon the dissolution of this 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 the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

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Article 13

Code of Ethics

The following Code of Ethics shall be in force for all members of the Board of Directors of NCPR:

(13.1) Conduct

Section 1

Directors of the NCPR shall conduct themselves in such a manner so as not to give the impression that any person can influence them or unduly enjoy favor from them with regard to the performance of their official duties.

Section 2

Officers and Directors shall take an active part in fulfilling their elective duties, corresponding with members and officers on a regular basis. Members of NCPR shall conduct themselves in ways that enhance the mission of the organization, by being responsible, fair, lawful and respectful.

(13.2) Potential Conflict of Interest

Section 1

No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to it’s members, 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 section 501(c)(3) purposes. No substantial part of the activities of the corporation, shall be the carrying on of propaganda, or otherwise attempting to influence legislation and the corporation shall not participate in, or intervene in, (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to any candidate for public office.

Section 2

Directors shall publicly disclose any of the following interests that they may have with a company doing business with, or proposing to do business with, the organization. For the purposes of this Code of Ethics, an interest shall be considered in any of the following:

  • A. Employment with said company;
  • B. A business relationship with said company;
  • C. A financial interest, other than the holding of common stock in said company;
  • D. A family relationship with the principals or employees of said company.

Section 3

Disclosure shall be made to the Board of Directors at a regularly scheduled meeting within thirty (30) days of the time the Director acquires, or learns of, an interest as defined above. This disclosure shall include the name and interest of the company the Director has, as outlined above. This disclosure shall be recorded in the official minutes of the Board of Directors.

(13.3) Areas of Conflict

Directors of the NCPR organization shall further refrain from engaging in any of the following activities;

  • A. Entering into arrangements with clients for compensation in matters that are before the Board of Directors;
  • B. Disclosing confidential information acquired during the course of their official duties;
  • C. Soliciting or accepting any gift under any circumstances in which it could be inferred that the gift was intended to influence or reward the Director for official action;
  • D. Engaging in negotiations with companies doing business with or proposing to do business with the organization without the knowledge and authorization of the Board of Directors.
  • E. Using their position to obtain employment in NCPR for members of their family or their friends. All employment will be acquired through a local bid process.

(13.4) Penalty for Misconduct

Section 1

In addition to any penalty contained in any other provisions of law, any Director who knowingly and intentionally violates any of the provisions of this Code of Ethics may, by majority vote of the Board of Directors, be suspended or removed from office pending legal resolution of the matter in question.

Section 2

In the event of any misconduct, misadministration, or malfeasance in office, a Director may be removed from office.

Section 3

This Code of Ethics may be amended by a majority vote of the Board of Directors after the amendment has been considered at two (2) meetings, providing the amendment was stated in the call for the meeting.

Article 14

Effective Date

(14.1) The constitution/by-laws shall become effective immediately upon adoption by a two-thirds vote of members of the organization present or represented and voting at the first annual meeting.

Northport Community Preservation and Restoration- NCPR By-laws

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Article 15

Conclusion

    • (15.1) Not withstanding 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 section 501(c)3 of the Internal Revenue Code, or the corresponding section of any future tax code, or
  • (b) by a corporation, contributions to which are deductable under section 170(c)(2) of the Internal Revenue Code

to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Northport Community Preservation and Restoration – NCPR by-laws

NCPR

P. O. Box 967

405 Center St

Northport, WA 99157