Constitution + Bylaws of the Leschi Community Council

Please review the constitution which includes the By-Laws and focus on the changes which are bolded. Discussion at our November meeting.

CONSTITUTION + BYLAWS OF THE LESCHI COMMUNITY COUNCIL (EST. 1958)

ARTICLE I: (Preamble)

The name of this organization shall be The Leschi Community Council.

The Council has been and shall continue to be organized and operated exclusively for charitable, educational, and literary purposes. Its goal is to initiate and/or support beneficial public interest projects and programs, to create a neighborhood awareness of community issues so that Leschi residents may make informed and effective decisions in matters concerning them, and to promote and support artistic and cultural activities that are consistent with the Council’s purposes.

ARTICLE II: Boundaries

The Leschi neighborhood consists of that area of Seattle, Washington bounded by Martin Luther King Jr. Way, East Cherry Street, S. Norman Street and Lake Washington.

ARTICLE III: Membership

Section1. To qualify for membership, a person must live, own property, or conduct business in the Leschi neighborhood. The Council strives to provide an opportunity for all interested parties to participate in the Council free from discrimination on the basis of race, color, sex, age, creed, religion, ancestry, national origin, marital status, sexual orientation, political ideology, or the presence of any sensory, mental or physical limitation or handicap.

Section 2. Voting. Dues paying members 16 years of age or older shall be entitled to one vote. Non-dues paying members may attend meetings and express their views but are not entitled to a vote.

ARTICLE IV: Dues, Contributions + Other Revenue

Section 1. Dues. Annual dues shall be $25.00 for individuals, $35.00 for families, $15.00 for persons who are low income, and $50.00 for commercial establishments.

Section 2. Income Accounting. All dues and other income shall be deposited into an interest-bearing account and shall be withdrawn only upon the issuance of checks signed by the President, Vice President, Treasurer or Secretary.

Section 3. Charity. The Council shall be operated as a public charity, not a private foundation, as those terms are used in the Internal Revenue Code and Regulations. All, or at least a substantial part, of its financial support will be eligible for a charitable tax deduction, if the Council satisfies 501©(3) requirements of the Internal Revenue Code.

Any revenue generated by the Council shall be for the benefit of the Leschi neighborhood or general community. No part of the Council’s net earnings may inure the benefit of a particular resident, member, officer, or other individual. The Council may pay reasonable compensation for services rendered and make other payments and distributions consistent with the provisions of this Constitution.

Section 4. Restricted Funds. The Executive Board may approve establishing the fund with a two-thirds majority. The Leschi Community Council may accept donations for specific community projects. Such projects must have a sponsor committed to facilitate the project activities. Prior to soliciting donations, the sponsor must provide a plan describing in detail how the funds are expected to be used and how the community will be engaged beyond providing funding. The sponsor is encouraged to have community members speak about their planned contributions and involvement at a council meeting.

Funds for these projects are considered restricted funds. The sponsor must report on the project’s planned activities and progress at least once a year to the community. The treasurer may disburse these funds for any activities or purchases or to reimburse expenses that can be documented as in service of the project.

The fund’s restriction ends with project completion or if no project activity has occurred for 3 years, whichever occurs first. Any expenses paid out of the fund or activities for which the funds’ sponsor can provide a public record are considered project activity. The treasurer must track individual donations and disbursements for the lifetime of the project and until all funds are released. Once restriction ends, any remaining funds should be reassigned to community projects with similar objectives, donated to a local cause with similar objectives or moved to the general fund, in that order. The project sponsor is responsible for ensuring donors understand, before they donate, how their donation will be treated once the project is completed or if the project is abandoned.

Article V: Officers – Election and Term of Office

Section 1. Nominating Committee. The Nominating Committee shall consist of 3 or more members. The President shall appoint 2 or more members by April 15 of even numbered years and the Vice President shall serve as chairperson. The Nominating Committee shall bring a slate of officers to be voted on at the May meeting. Additional nominations may be made from the floor.

Section 2. Term of Officers. Officers shall be elected for a term of two years or until their successors are elected by the General Membership at an Annual Meeting. All officers shall take office immediately following their election. Officers shall serve no more than two consecutive terms in the same office unless circumstances preclude this.

Section 3. Multiple Service. If a person holds more than one Board position concurrently, that person is entitled to only one vote.

Section 4. Vacancies. The Vice President automatically moves up. Other vacancies occurring in the Board of Directors by reason of resignation, death, or disqualification of an elected or appointed member must be filled until the next Election, confirmed by the Board of Directors.

Section 5. Removal for Cause. Any elected or appointed Board member may be removed from office for cause by a two-thirds vote of the Board at a regular or special Board meeting, or by a two-thirds vote at a General Membership meeting, provided notice of the meeting and proposed removal shall be mailed not later than seven days prior to the meeting date. Two unexcused, consecutive absences of a member from Board meetings shall be deemed a resignation.

ARTICLE VI: Officers – Duties

Section 1. President. The President shall: preside over all meetings of the Council and of the Executive Board; appoint committee chairpersons, write President’s Message for the Leschi News the months that it is published; and be an ex-officio member of all committees except the Nominating Committee.

Section 2. Vice President. The Vice President shall assist the President as needed; perform the duties of the President in the President’s absence; and act as chairperson of the Nominating Committee.

Section 3. Treasurer. The Treasurer shall execute and maintain records, collect dues, maintain a list of all paid members, receive funds, pay bills, keep records of all transactions, balance all funds, and prepare monthly financial reports for Council meetings. Treasurer shall prepare a proposed budget for Board annually. The treasurer shall retrieve Council mail from the post office.

Sec. 4. Secretary. The Secretary shall prepare meeting agendas, execute and maintain records and minutes of all general and Executive Board meetings and provide a copy to the newsletter editor, provide all officers with copies of relevant documents, maintain copies of all outgoing correspondence, channel correspondence to appropriate persons, maintain lists of meeting attendance and council members, and maintain all records, reports, and documents of the Council.

Section 5. Seattle Community Council Federation Representative. The Representative shall attend meetings of the SCCF and report to the Council and Executive Board.

Section 6. Elected officials must become dues paying members of the LCC, if they are not so already.

ARTICLE VII: Committees

Section 1. Committees; Standing Committees

1. The Standing Committees shall be designated each year by the Board at its first meeting after the Annual Meeting. These standing committees include the Communications liaison and the editor of the Leschi Newsletter.

2. Additional Standing Committees. Additional Standing Committees may be designated and dissolved by a majority vote of the Board or by a majority vote at the General membership meeting.

3. Special Committees may be designated by a majority vote of the Board.

Section 2. Committee Chairpersons. The President shall appoint committee chairpersons for all committees approved by the Board and/or the General Membership.

Section 3. Executive Board. The Executive Board shall be composed of all officers listed in Article V and all committee chairpersons.

ARTICLE VIII: Meetings

Section 1. Quorum for meetings regular Council meetings other than committee meetings, require a quorum of six (6) persons to conduct business, provided that the information can be disseminated to smaller groups. A quorum for Executive Committee meetings is three (3) persons.

Section 2. General Council Meetings. The general council shall meet on the first Wednesday of each month at 7pm, except for the July and August, or whatever dates are published in the June Leschi Newsletter, and as posted on the website and in the kiosk on the eastside of Lakeside Ave.

Section 3. Special Meetings. The President may call a special meeting of either the general membership or the executive board with a three-day written notice which states with reasonable specificity the reason for the meeting. A special meeting of the executive board may also be called without written notice with the agreement of two thirds of the board members. Additionally, members-at-large may call a special meeting if requested by five (5) voting members.

Section 4. Executive Board Meetings. The Executive Board shall meet on a regular basis. These meetings will take place on the Tuesday following the General Meeting, or the Tuesday the week following the General Meeting, or as posted on the website.

Section 5. Voting. All matters shall require a majority vote for approval except those matters requiring the taking of a public position by the Council which were not included on the agenda or in the previous newsletter shall require a 2/3 vote for approval.

Section 6. Rules of Order. The most recent edition of Robert’s Rules of Order shall be used to conduct meetings except where they may conflict with these bylaws. The President may appoint a parliamentarian as deemed necessary.

ARTICLE IX: Permissible Activities

As a nonprofit organization formed exclusively for charitable, educational, and literary purposes, the Council may conduct activities consistent with these purposes as they are defined by section 501 c (3) of the Internal Revenue code and implementing regulations. Permissible activities may include but are not limited to:

1. Lessening neighborhood tensions and eliminating prejudice and discrimination by increasing contacts among neighbors, promoting understanding and appreciation of the diverse, unique, and special talents of Leschi residents and groups, and by similar beneficial programs.

2. Establishing or maintaining areas of public use or enjoyment, such as neighborhood parks and green space.

3. Combating community deterioration through involvement in planning and decision-making regarding community development and programs, including physical planning, land use, transportation, public safety, and similar concerns.

4. Conducting literary activities, such as the preparation, and/or distribution of articles, newsletters, and books promoting neighborhood appreciation and pride.

The Council or Executive Committee shall supervise, determine the location and set such admission fees for Council sponsored events as it deems appropriate and are consistent with the organization's purposes. Literary materials may be offered for sale to the general public at prices set by the Council or Executive Committee, provided that all revenue raising must comply with articles IV and X.

ARTICLE X: Prohibited Activities

The Council shall not engage in any activity precluded by its tax-exempt status under 501 3 c of the Internal Revenue Code. No substantial part of its activities shall include attempting influence legislation or attempting to participate or intervene directly or indirectly in any political campaign (including the publishing or distribution of statements), except as permitted by the Internal Revenue Code, regulations, or rulings. Attempting to influence legislation for this purpose, means:

1. Any attempt to influence any legislation through a move to affect the opinions of the general public or any segment thereof; and

2. Any attempt to influence any legislation through communication with any member or employee of a legislative body, or with any government official or employee who may participate in the formulation of the legislation.

However, the term “influencing legislation” does not include the following activities.

1. Making available the results of nonpartisan analysis, study or research.

2. Providing technical advice or assistance (where such advise would otherwise constitute the influencing of legislation) to a governmental body, or to a committee or other subdivision thereof, in response to a written request by such body or subdivision.

3. Appearing before or communicating with any legislative body with respect to a possible decision of that body which might affect the existence of the organization, its powers and duties, its tax-exempt status, or the deduction of contributions to the organization.

4. Communicating with a government official or employee, other than:

   1. A communication with a member or employee of a legislative body (when such communication would otherwise constitute the influencing of legislation); or

   2. A communication with the principal purpose of influencing legislation.

   3. Also excluded are communications between an organization and its members with respect to legislation or proposed legislation of direct interest to the organization and such members, unless these communications directly encourage the members to influence legislation or directly encourage the members to influence legislation or directly encourage the members to are nonmembers to influence legislation, as explained earlier.

The Council may apply for permission from the Internal Revenue Service for an exemption to allow a substantial part of its activities to consist of attempting to influence legislation. The exemption allows specified amounts of lobbying expenditures.

Certain voter education activities conducted in a nonpartisan manner may not constitute prohibited political activity, under various Internal Revenue Service rulings.

The Council shall not carry on activities for the benefit of private interests.

ARTICLE XI: Dissolution and Distribution of Assets

Upon the dissolution of this organization, the Executive Committee shall, after paying or making provision for the payment of all the organizations liabilities, dispose of all the assets of the organization exclusively for its purposes in such manner, or to such organization(s) formed and operated for charitable, religious, educational, scientific, literary or other specified purposes which shall at the time qualify for tax exemption under section 501 c 3 of the Internal Revenue Code. In the alternative, some or all of the assets may be distributed to the federal government or to a state or local government for a public purpose.

ARTICLE XII: Construction of By-Laws

All provisions of the Council’s By-Laws shall be constructed and implemented in a manner consistent with this Constitution. Any provisions of the By-Laws which cannot be so interpreted and applied are hereby null and void.

ARTICLE XIII: Amendments

Any amendment of this Constitution or of the Council’s By-Laws shall be by two-thirds (2/3) of those members present and eligible to vote at a regular or special meeting, after notice of the proposed amendment and meeting has been posted in the neighborhood at least seven (7) days prior and the notice mailed to all members on the current membership list, at least ten (10) days prior. A copy of the amendment shall be sent to the appropriate District Director of the Internal Revenue Service.

Thank you for helping us complete this process for the Washington state records!

~LCC Bylaws Committee