Our Bylaws

The name of the organization shall be the Madrona Neighborhood Association (MNA), hereinafter referred to as the MNA. Formerly known as Madrona Community Council.

Section II. Purpose of Organization

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.

Section III. Mission Statement.

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.

Section IV. What the MNA is and is not.

What the MNA is.

We are first and foremost an organization for the Madrona community; when we can, we use direct feedback from the community through polling to inform where we focus our efforts.
Our focus is on making improvements in the Madrona community to ensure the residents and business community thrive, these may include hosting community-building events, or managing and fundraising improvements that make Madrona a more enjoyable place to live (e.g. park renovations, sidewalk repair, winter tree lights, etc.).
We are a group of volunteers who organize events that bring the Madrona community together, and that are open for participation from community members. Not all events may be free to join, such as fundraising wine tastings where purchasing a ticket is required, however many MNA organized events will be free to the community.
We seek donations from individuals and business sponsorships to support the cost of our MNA organized events and activities.
Since we are a volunteer non-profit, we can only do as much as we have volunteers to contribute and help with.
MNA volunteers are able to choose what they want to spend their time working on, which can influence what work is prioritized.

What the MNA is not.

We are not a religious group and do not host events or activities that are prescribed to any one religious group.
We are not a moderator or mediator of issues or disputes among members of the community, unless those disputes are related to MNA organized events/activities, or if they involve MNA volunteers acting in an MNA capacity. If someone has an issue with the MNA or an MNA volunteer, there is a formal grievance process open to all community members where a grievance can be submitted, evaluated and addressed.
We do not require community members to volunteer their time and do not require the community to donate to the MNA simply because they live in the Madrona neighborhood.
We are not a “for profit” organization. All donations made to the MNA go back into the community.

Section V. Membership.

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.

Section VI. Participation.

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.

Section VII. Geographic Boundaries.

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.

ARTICLE II – BOARD OF DIRECTORS AND COMMITTEE CHAIRS

Section I. Composition of the Board of Directors and Committee Chairs.

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.

Section II. Duties of Board Members.

President. The MNA President is responsible for ensuring the processes and operations of the MNA are in order, and in working with the community to define and maintain focus on the mission and goals of the organization. The President shall prepare the agenda for the monthly community meeting in coordination with the broader MNA community group. In addition the President is also responsible for organizing Board and Committee Chair meeting agendas and voting. The President shall be present at all Board meetings. In addition, the President will act as Liaison with City Groups and governmental entities including, Office of Neighborhoods, Central Seattle Community Council Federation and others, shall have fiduciary responsibility for MNA, and shall serve as ex-officio member of all committees, except the Nominating Committee and the Grievance Committee. In general, the President shall perform all duties incident to the office of President and such other duties as are assigned to them by the Board from time to time.

Vice-President. The Vice-President shall preside in the absence of the President, in the event of the death of the President, or his/her inability to act. The Vice President shall perform such other duties as from time to time may be assigned to them by the President or the Board.

Secretary.
Recording Secretary: The Recording Secretary shall keep minutes and written records of all meetings including monthly community meetings and Board and Committee Chair voting meetings, but is not required to participate or record notes for individual committee meetings. The Recording Secretary is responsible for sharing all meeting notes with the broader MNA community group.

Communications & Custodial Secretary: The Communications and Custodial Secretary shall be responsible for addressing general correspondence from the community to the email address contact@madrona.us, and shall act as custodian of MNA documents including but not limited to by-laws, insurance certificates, mailing lists, etc., and shall make records available for inspection for any proper purpose at any reasonable time. The Recording Secretary shall maintain a current roster of all members and member email lists.

Treasurer. The Treasurer shall be accountable for all funds, shall prepare monthly cash reports and shall give an accounting at each Board meeting, keep and disburse all MNA funds, and shall maintain accounting records. The treasurer shall assist in preparing the annual budget for the organization as a whole, as well as budgets for each standing committee. The Treasurer is also responsible for the annual tax filings with the City of Seattle and the IRS (Form 990), the annual City of Seattle business license renewal, the annual charity renewal with the Washington Secretary of State, and the filing of the organization’s annual report.

Business Representatives. Business Representatives shall bring to the attention of the Board areas of interest or concern among the owners of the Madrona businesses.

Section III. Duties of the Board.

Management. The affairs of the MNA shall be managed by the Board in the interim between community meetings. The Board shall be accountable to the members of the community, shall seek the views of those affected by any proposed policies before adopting any recommendations on behalf of MNA, and shall strictly comply with these Bylaws.

Vacancies. The Board may fill any vacancy on the Board or a committee by majority vote of the Board. A member appointed to fill a vacancy shall serve the remainder of the unexpired term until his/her successor is elected or appointed.

Attendance. A vacancy may be declared by majority vote of the Board, if a Board member is absent from three consecutive monthly community meetings, or in the event of frequent absences.

Board Meetings. The Board shall meet at least once per year with the Committee Chairs to vote on relevant topics and discuss agenda items related to the success and organization of the MNA. These meetings shall be open session, meaning any community member may join. However, only Board members and Committee Chairs shall be entitled to vote. A quorum for Board meetings shall be a minimum of 50% plus one member of the current Board of Directors. Decisions shall be made by majority vote. Directors shall be notified of Board meetings in writing or by telephone, subject to the notice requirements.

Emergency Powers. In such cases where the Board is required to provide neighborhood response before the question is presented to the membership, the Board must indicate to the questioner that this is the case and shall present the action taken at the next monthly community meeting to update the broader community group.

Agenda. The suggested order of business for Board and Committee Chair meetings shall be:
Call to Order
Introduction of guests or new members.

iii. Read, correct and approve minutes of the previous meeting (if they have not been previously circulated and/or corrected by email).

Neighborhood issues (including guest speakers/outside program), as announced in the distributed draft agenda (prior to the meeting)
Neighborhood events, as announced in the distributed draft agenda (prior to the meeting)
Treasurer’s Report

vii. New Business & Announcements

Section IV. Quorum.

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.

ARTICLE III – COMMITTEES

Section I. Standing Committees.

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:

Safety
Business Community Relations

iii. Programs/Events

Newsletter
Open Space/Habitat/Land Use

Additional committees may be created at the discretion of the Board.

Section II. Chairpersons of Standing Committees.

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.

ARTICLE IV – ELECTIONS

Section I. Eligibility.

Only persons eligible for MNA Board and Committee Chair positions may be elected into these roles.

Section II. Term of Office.

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.

Section III. Impeachment.

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.

ARTICLE V – FUNDING

Section I. Dues & Fundraising.

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.

ARTICLE VI – MEETlNGS

Section I. Monthly Community Meetings.

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.

Section II. Board and Committee Chair Meetings.

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.

Section III. Agenda.

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.

ARTICLE VII – GRIEVANCE PROCEDURE

Section I. Person or group adversely affected.

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.

Section II. Receipt of Complaint.

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.

Section III. Final Resolution.

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.

ARTICLE VIII – PROCEDURE FOR CONSIDERATION OF PROPOSALS

Section I. Execution.

The Board shall be responsible for the execution of this article.

Section II. Submission of Proposals.

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.

Section III. Notification.

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.

Section IV. Attendance.

The proponent may attend this meeting to make a presentation and answer questions concerning the proposal.

Section V. Dissemination.

The MNA shall submit recommendations and dissenting views as recorded from the meeting to the proponent and other appropriate parties.

ARTICLE IX – ADMINISTRATIVE AND FINANCIAL PROVISIONS

Section I. Contracts.

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.

Section II. Loans.

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.

Section III. Loans or Extensions of Credit to Officers and Directors.

No loans shall be made and no credit shall be extended by MNA to its officers or anyone else in the community.

Section IV. Checks, Drafts, Etc.

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.

Section V. Deposits.

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.

Section VI. Minutes of Meetings, Books and Records.

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.

Section VII. Accounting Year.

The accounting year of MNA shall be the twelve months ending December 31.

Section VIII. Rules of Procedures.

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.

ARTICLE X – ADOPTION AND AMENDMENTS

Section I. By-laws revisions and approval.

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.