ARTICLE I – PURPOSE & MISSION 1
Section I. Name of Organization. 1
Section II. Purpose of Organization. 1
Section III. Mission Statement. 1
Section IV. What the MNA is and is not. 2
Section VII. Geographic Boundaries. 3
ARTICLE II – BOARD OF DIRECTORS AND COMMITTEE CHAIRS 4
Section I. Composition of the Board of Directors and Committee Chairs. 4
Section II. Duties of Board Members. 4
Section III. Duties of the Board. 5
Section I. Standing Committees. 6
Section II. Chairpersons of Standing Committees. 7
Section I. Dues & Fundraising. 7
Section I. Monthly Community Meetings. 8
Section II. Board and Committee Chair Meetings. 8
ARTICLE VII – GRIEVANCE PROCEDURE 8
Section I. Person or group adversely affected. 8
Section II. Receipt of Complaint. 9
Section III. Final Resolution. 9
ARTICLE VIII – PROCEDURE FOR CONSIDERATION OF PROPOSALS 9
Section II. Submission of proposals. 9
ARTICLE IX – ADMINISTRATIVE AND FINANCIAL PROVISIONS 10
Section III. Loans or Extensions of Credit to Officers and Directors. 10
Section IV. Checks, Drafts, Etc. 10
Section VI. Minutes of Meetings, Books and Records. 10
Section VII. Accounting Year. 10
Section VIII. Rules of Procedures. 11
ARTICLE X – ADOPTION AND AMENDMENTS 11
Section I. By-laws revisions and approval. 11
The name of the organization shall be the Madrona Neighborhood Association (MNA), hereinafter referred to as the MNA. Formerly known as Madrona Community Council.
The purposes for which MNA is organized are: 1) to promote the general welfare of the persons residing and working in the community known as Madrona in Seattle, Washington; 2) to develop and maintain a vital, healthy, attractive and diverse urban neighborhood; 3) to provide a network through which such persons may work together to solve common problems, become acquainted with issues affecting Madrona and develop new skills. In carrying out the purposes of the organization, it may also cooperate and coordinate its activities with other organizations formed for the welfare of the Central Area of Seattle, Washington and the City of Seattle.
It is the mission of the Madrona Neighborhood Association to bring the neighborhood together through fun and engaging events and activities, organize events and activities that allow our neighborhood business community to thrive, and to provide a platform for volunteers to give back to their community.
What the MNA is.
What the MNA is not.
Participation in the MNA’s monthly meetings and organizing is open to anyone, however, only residents and business owners that live within the formal boundaries of the Madrona neighborhood as defined by the City of Seattle are able to be appointed to Board of Director positions within the MNA. Those who live outside of this formal boundary who have consistently been involved with MNA event or program organization for at least three months may be appointed a Committee Chair position by the board which gives them a vote on topics voted on by the Board.
Any meeting related to an MNA event, program, or process will be open to any person who wishes to join, and space must be created for all participants to be heard. However, only those appointed to Board or Chair committee positions are eligible to vote on topics concerning the organization’s operations or grievance reviews.
Geographic boundaries for Board of Director positions are the formal Madrona neighborhood boundaries as defined by King County (see image below). Anyone who lives outside of this boundary is able to participate in the MNA, and may be appointed a voting Chair position; however, they are not able to hold a position on the MNA Board of Directors.
The Board of Directors, hereinafter referred to as “the Board”, shall consist of no fewer than five and no more than six Directors, and shall be composed of officers elected by the Board (President, Vice President, Treasurer, Recording Secretary, Communications & Custodial Secretary, and a Madrona business owner) and Committee Chairs. All Board members are required to live or work within the formal boundaries of Madrona as defined by King County, and must submit to a background check by a company independent of the MNA organization to ensure there is no history of fraud conviction or violent crime.
Committee Chairs are voted into Chair positions by the Board and other existing Committee Chairs, and are not required to live or work within the formal boundaries of Madrona as defined by King County. Committee Chairs are persons who have been involved with the MNA for at least three months, and have participated in organizing MNA events or managing elements of the MNA organization consistently. Examples of current Committee Chair positions include Business Liaison, Safety, Fundraising. These Chair positions may be changed and adjusted to better fit the needs of the organization and community, and depending on what work the volunteer Chairs are interested in managing. Committee Chair positions are currently limited to five and have no minimum.
iii. Read, correct and approve minutes of the previous meeting (if they have not been previously circulated and/or corrected by email).
vii. New Business & Announcements
A quorum for any Board and Committee Chair meeting shall be a majority of the number of Board Directors in office. Unless otherwise specified in these bylaws, decisions of MNA operations shall be made by majority vote, defined as a minimum of 50% plus one member of the current Board of Directors. Because Board members are formally accountable for the operations of the MNA organization, their presence is required to reach quorum and the Committee Chairs are not.
Standing committees carry out the regular work of the MNA, as directed by the Board and/or community group. Standing committee chairpersons shall inform the Board and MNA of all activities of their respective committees regularly at monthly community meetings, and at such other times as requested by the President or group. The committee chairperson is responsible for preparing a set of objectives and a budget corresponding to such activities. A committee may spend such amounts as authorized in the budget. The Standing Committees may include, as necessary:
iii. Programs/Events
Additional committees may be created at the discretion of the Board.
Any community member may nominate a person to a Board position or Committee Chair role. Once nominated, the nominee will be voted on by the Board and Committee Chairs within the restrictions of the voting rules as defined in these Bylaws.
Only persons eligible for MNA Board and Committee Chair positions may be elected into these roles.
Board and Committee Chair members may be elected on a rolling basis throughout the year as needed, and shall serve until they choose to terminate their service, or they are voted to be removed in a majority vote by Board and Committee Chair members.
All Board positions shall require a majority vote of the current Board. The chairperson of each standing committee shall call for volunteers to fill committee memberships as necessary. In cases where volunteers exceed positions, selection will be made by vote of the general meeting. In the case of insufficient volunteers, the Board will assist the chairperson in filling the vacancies.
By majority vote, the Board may request the resignation of a Board member or Committee Chair holding any elected position. If that person chooses not to resign, then any holder of an elected position may be removed and replaced by a two-thirds (2/3) vote by the Board and Committee Chairs.
The MNA does not charge dues or membership fees; it is free to participate in the MNA organization. Fundraising events are hosted by the MNA to raise funds for the work the MNA does in the community. Anyone who wishes to organize an MNA-sponsored fundraising event must collect funds using MNA-specific fundraising links as defined by the Event and Fundraising approval process.
One day each month the MNA will host a meeting to discuss agenda items brought forward by community members. Anyone interested may attend this meeting. The meeting time, date, location, and agenda will be communicated to all who are on the Madrona Meetings Email list at least 24 hours ahead of the meeting time, but ideally they will have one weeks’ notice. Meeting times will also be posted on MNA social media accounts (i.e. Instagram and Facebook), as well as on the MNA website). These meetings may include agenda items related to voting on something that impacts the community, event planning, fundraising, or anything someone may feel compelled to bring up with the MNA community group. All meetings run by the MNA may be virtual or in-person, and ideally have both options to allow for the widest variety of participants.
Board and Committee Chair meetings will occur at least once per year, or as often as needed to discuss and vote on topics required to maintain the healthy operations of the MNA organization. Each member of the Board and Committee Chairs will receive one vote each on operational topics that require a vote. Voting may occur outside of meetings using an easy-to-use voting application online, or via another electronic voting method (e.g. over text message or email).
Committee Chairs are responsible for hosting their own meetings related to the space they have ownership over.
All meetings run by the MNA or its members may be virtual or in-person, and ideally have both options to allow for the widest variety of participants. All community members, including board members and Committee Chairpersons are required to receive information about the time and place of a voting meeting at least 48 hours prior to the meeting taking place, otherwise the voting result is not valid.
The MNA President or Vice President shall prepare the agenda for meetings, allowing community members to submit topics they would like to discuss. Any person may add an item to the agenda up until right before the meeting kicks off.
A person or group adversely affected by a decision or policy of MNA, or by an individual associated with the MNA, may submit in writing a complaint through the formal Grievance Reporting Process, or the Anonymous Grievance Reporting process.
Within seven (7) days of receipt of the complaint, a Grievance Committee will be formed. The Committee shall arrange with the petitioner a mutually acceptable place, unless anonymously submitted, day and hour for a review of the complaint, and will in writing, within thirty (30) days recommend a resolution of the grievance to the Board.
The Committee shall attempt to resolve the complaint and shall submit a report of their recommendation and/or action to the complainant and the Board. If the committee, Board and petitioner cannot reach agreement, final resolution of the complaint shall be by vote of a majority of the Board at a Special Board meeting held for this grievance. If a submitted grievance pertains to a Board member, they will be notified and excluded from the process for said grievance except for information collection; they will not be granted a vote on the outcome of the grievance. If there are too few Board members (less than 50%) to reach a conclusion on the Grievance, Committee Chairs may vote on the grievance outcome after reviewing documentation and recommendations from the Grievance Committee regarding the grievance. If the grievance pertains to a committee Chair, that individual(s) will be excluded from the process for said grievance and will not be able to vote on the outcome.
The Board shall be responsible for the execution of this article.
Any person or group, inside or outside the boundaries of MNA, and any City agency, may propose in writing items for consideration and/or recommendation to the Board, which have been submitted through the Recommendations and Comments form. The Board shall decide whether proposed items will appear on the agenda of the Board or community meeting, of a standing or special committee, or a Special Board or community meeting.
The proponent and Board members directly affected by such proposals shall be notified in writing of the place, day and hour the proposal shall be reviewed, not less than seven (7) days in advance of the meeting.
The proponent may attend this meeting to make a presentation and answer questions concerning the proposal.
The MNA shall submit recommendations and dissenting views as recorded from the meeting to the proponent and other appropriate parties.
Upon Board review of contractual language, and financial terms, the Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the MNA. Such authority may be general or confined to specific instances.
No loans shall be contracted on behalf of MNA and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.
No loans shall be made and no credit shall be extended by MNA to its officers or anyone else in the community.
All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of MNA shall be signed by such officer or officers of the corporation and in such manner as is from time to time determined by resolution of the Board.
All funds of MNA not otherwise employed shall be deposited from time to time to the credit of MNA in such banks, trust companies or other depositories as the Board may elect.
MNA shall keep correct and complete books and records of account, minutes of the proceedings of its Board and any minutes, which may be maintained by committees of the Board, and such other records as may be necessary or advisable. All books and records of MNA shall be open at any reasonable time to inspection by any member of the Board of Directors, and Madrona business owner or Madrona community member of three months standing.
The accounting year of MNA shall be the twelve months ending December 31.
The rules of procedure at meetings of the Board and committees of the Board shall be rules contained in Roberts’ Rules of Order on Parliamentary Procedure, newly revised, so far as applicable and when not inconsistent with these by-laws or any resolution of the Board.
These By-laws may be altered, amended or repealed and new Bylaws may be adopted by a two-thirds (2/3) vote by the members present at an MNA continuity meeting where the community is given at least one weeks’ notice that bylaws will be discussed and voted on. If adopted these by-laws supersede the previous by-laws adopted by the Board of Directors in September, 1990. They have been amended and approved on the following dates: September 1991 and January 2015. The MNA by-laws will be reviewed annually by the community where updates and amendments can be recommended by all members of the community, and changes are voted on at a monthly community MNA meeting.