Bylaws

Wildwood Neighborhood Association Bylaws

Article I

The name of the corporation shall be the Wildwood Neighborhood Association.

Article II

The purpose of the association is to preserve and enhance the environment of the neighborhood; assure neighborhood safety and security; foster social ties; work in conjunction with other neighborhoods; and promote a better neighborhood and community through group action.

Article III ­ Membership

Section 1. Membership. Membership is open to any person 18 years of age or older residing, owning property, or having a place of business within the boundaries of the Wildwood Neighborhood for a period of one calendar year upon payment of an annual membership fee of five dollars ($5.00). Eligible persons residing at the same address may join the Association as a household upon payment of an annual membership fee of ten dollars ($10.00)

Section 2. Voting Rights. Each member shall be entitled to one vote on each matter submitted to a vote of the members. Up to two persons who are part of a household membership shall be entitled to vote on such matters.

Section 3. Quorum. The members of the Association present at any annual or special meeting shall constitute a quorum. A quorum of the Board is four (4).

Section 4. Proxies. No voting by proxy shall be allowed.

Section 5. Association Boundaries. The Association is bounded by Interstate Highway 5 on the north, Henderson Boulevard and the Watershed Park on the east, the low place between O'Farrell and Governor Stevens streets on the south, and Capitol Way on the west. This includes the streets of Adams and 27th, O'Farrell, Hillside, Rowan, Otis, Buker, Galloway, Quince, and Eskridge between Hawthorne and Galloway, excluding those properties bordering on the north and southwest presently zoned for commercial use.

Section 6. The Association shall maintain a complete list of the members. The Association shall also maintain a register of all known residents.

Section 7. Endorsements by the Association of any city, county, or state balloted issue, proposition, etc. shall be by the vote of the membership at any regular or special meeting.

Article IV ­ Meetings

Section 1. Annual Meeting. The annual meeting of the members shall be held in October at a place and time selected by the majority vote of the Board of Directors for the purpose of electing directors. A thirty­day notice must be given to the membership.

Section 2. Regular Meetings. Regular meetings of the Association shall be held at least four times a year, at a place and time designated by the Board. The Board shall develop a schedule of the meetings at its first meeting after the annual meeting and strive to schedule the meetings once every three calendar months. (The annual meeting shall be counted as a regular meeting.) A ten­day notice must be given to the membership.

Section 3. Board Meetings. The Board shall meet between the regular meetings to plan activities and carry out the business of the Association.

Section 4. Special Meetings. A special meeting may be called by any member of the Board, provided that all members are notified of the time, place and purpose of such meeting. A ten­day notice must be given to the membership.

Section 5. Meeting Notice. Notices to members of meetings of the Association shall be given by leaving a written notice at the member’s address. Notice given by e­mail to the last known e­mail address provided by the member shall be the same as written notice. .

Article V ­ Officers and Directors

Section 1. Directors. The number of elected Directors shall be seven (7). A representative from each area within the Association’s boundaries shall be sought.

Section 2. Executive Committee. The officers shall constitute the Executive Committee.

The executive committee may act on behalf of the full board to facilitate decision making between Board meetings or in urgent circumstances.

Section 3. Officers. The officers shall be Chairperson, Vice­Chairperson, Secretary and Treasurer. The officers shall be selected from the elected Directors.

Section 4. Board of Directors. The elected Directors plus the immediate past Chairperson, if willing to serve, shall constitute the Board of Directors.

Section 5. Term of Office.

1. Directors. The elected directors shall be divided into two groups: Group A consisting of four (4) members; and Group B consisting of three (3) members. The term of each group shall be for two years, elected in alternating years.

2. Elected directors shall begin their terms at the end of the annual meeting.

3. Officers. The officers shall be elected annually by the Board immediately following the annual meeting.

Section 6. Removal. Any director or officer can be removed from any position for cause by two­thirds (2/3) vote, conducted by written ballot at a regular or special meeting of the Association. Such removal shall be without prejudice. Any member of the Board who, without leave of absence or reasonable excuse, misses three (3) scheduled meetings of the Board or the Association, shall be automatically removed from the Board.

Article VI ­ Nominations

Section 1. Nominating Committee. At least thirty (30) days prior to the annual meeting, the Board shall appoint at least two members in addition to a current member of the Board, who shall chair the committee.

Section 2. Nominations. The Nominating Committee shall present at the annual meeting one or more nominees for each directorship. The committee shall strive to nominate individuals from all areas within the Association’s boundaries, so that the elected directors include at least one director from each of the four most populous streets. Nominations may also be made from the floor.

Section 3. Nominees. Each nominee must be a member in good standing. The member must give consent before being nominated. A nominee cannot be a member of the Nominating Committee.

Article VII ­ Elections

Section 1. Directors shall be elected by the members present at the annual meeting.

Section 2. Election of directors shall be by written ballot, when the number of nominees exceeds the number of vacancies.

Section 3. Vacancies in a directorship or officer shall be filled for the unexpired term by a member appointed by the Board.

Article VIII ­ Duties of Directors and Officers

Section 1. General Power. The affairs of the Association shall be managed by the Board of Directors. All decisions and positions adopted by the Association shall be determined by a majority vote of the Board of Directors except for the endorsement of any city, county, or state balloted issue, as specified in Article 3, Section 7. The Board shall ensure representation of the neighborhood before the Olympia City Council and with other groups or organizations as appropriate. Whenever possible the Chairperson should represent the Association. The Board may also delegate individual members to present the Association's concerns or positions.

Section 2. Chairperson. Subject to the policies and direction of the Board of Directors, the Chairperson shall:

1. Be the principal executive officer and shall supervise all the business and affairs of the Association;

2. When present, preside at all meetings of the Association;

3. Be vested to sign along with any other official designated by the Board any contracts or other instruments authorized by the Board;

4. Perform all duties incident to the office of the Chairperson and such other duties as may be prescribed by the Board.

Section 3. Vice­chairperson. The Vice­chairperson shall:

1. In the absence of the Chairperson, the Vice­chairperson shall perform the duties so prescribed and when so acting shall have all the powers of and be subject to all the restrictions upon the Chairperson;

2. The Vice­chairperson may perform other duties from time to time as requested by the Board or the Chairperson.

Section 4. Secretary. The Secretary shall:

1. Perform all duties incident to the office of the Secretary and perform all other duties that may be assigned to the Secretary by the Board or the Chairperson;

2. Keep the minutes for meetings of the members, of the Board of Directors and any executive meetings;

3. Give all meeting notices properly;

4. Be custodian of the Association records;

5. Ensure compliance with the City of Olympia neighborhood association ordinance;

6. Ensure compliance with the Secretary of State non-profit corporation requirements.

Section 5. Treasurer. The Treasurer shall:

1. Be responsible for all funds and assets of the Association;

2. Receive and file receipts for money due and payable to the association from any source and shall deposit said funds in the name of the Association in such banks or other depositaries selected by the Board;

3. Shall make payments as are authorized by the Board;

4. Maintain registers of members and known residents within the Association's boundaries.

Section 6. Reassignment of Duties. Duties assigned to the various officers may be reassigned during a year to other officers or directors as deemed appropriate by consensus of the board as reflected in the minutes of a board meeting,

Article IX ­ Contracts and Loans

Section 1. Contracts. The Board of Directors may authorize any officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and the authority may be general or confined to specific instances.

Section 2. Loans. No loans may be contracted on behalf of the Association and no evidence or indebtedness may be issued in the name of the Association unless authorized by a resolution of the Board of Directors and approved by majority vote of the membership.

Article X ­ Parliamentary Authority

The rules of Robert’s Rules of Order Newly Revised shall govern the Association in all cases to which they apply and are necessary.

Article XI ­ Committees

The Board of Directors may establish committees as it deems necessary. Each committee chairperson shall be responsible to the Board and present a status report at the request of the board.

Article XII - Miscellaneous

Section 1. Membership and Fiscal Year. The membership and fiscal year of the association shall be from January 1 to December 31.

Section 2. Annual Financial Review. There shall be a financial review committee made up of the chair and another member appointed by the Board of Directors and who is not a board member. The committee shall review the financial records of the association annually and report its findings to the Board by the end of January each year.

Section 3. Website. The Association shall maintain a website. Notices of all regular meetings and minutes of all meetings shall be posted on the website.

Section 4. Newsletter. The Association shall publish a newsletter prior to each regular meeting that is delivered to all residences within the Association’s boundaries. The newsletter may be considered the required meeting notice.

Article XIII Amendments

These bylaws may be amended or repealed, or new bylaws may be adopted, by a majority vote at any meeting of the membership when the proposed amendment(s) has been set out in writing in the notice of the next meeting.

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Amended by vote at the annual meeting of the association on October 8, 2020

History: Original bylaws filed April 1990. Amendments adopted Dec. 1990, April 1992, March 2002, Sept. 2004, Sept. 2007, March 2016.