Ester Community Association ECA Bylaws and Organization The Ester Community Association is a nonprofit organization. Below are the bylaws and organizational structure of this corporation. NOTE: A bylaws revision committee was formed at the 2006 fall general membership meeting to update them and present recommended changes at the spring 2007 membership meeting. Members of the committee include Lisa Sporleder, Deirdre Helfferich, Amy Cameron, Kate Billington, and Kris Chandler. Please review them here. Article 1: Membership Bylaws of the Ester Community Association, Inc., A Non-Profit Corporation Approved May 6, 1981, as amended in 1991 We, the incorporators of the ESTER COMMUNITY ASSOCIATION, INC., a non-profit Alaska corporation to accomplish the purposes and goals set out in the Articles of Incorporation dated January 7, 1981, and to provide for the orderly operation and administration of the non-profit corporation, make and adopt the following bylaws: 1. Eligible Persons Any person living in the Ester, Alaska area shall be eligible for membership in the Association. The "Ester Area" for the purposes of these bylaws means the region roughly bounded on the east by Gold Hill; at the west by Mile 347, Parks Highway; at the north by the St. Bartholomew Mine; and at the south by the Parks Highway. 2. Membership Application Any eligible person wishing to join the Association shall complete an application for membership on a form prescribed by the Directors of the Association. The application shall request only the information necessary and useful to the Association in performance of its purposes. 3. Annual Dues To join the Association, an eligible person shall submit to the Secretary an application and annual dues in an amount prescribed by the membership at the last annual meeting. 4. Renewal of Membership Annual dues for members of the Association shall be due and payable at the annual meeting, payable in advance for the following year. No member who has failed to pay his or her annual dues shall be permitted to participate in the election of officers or directors for the Association, to be an officer or director of the Association, or to vote on any matter affecting the Association. 5. Benefits to Members Members of the Association shall have use of Association facilities. Well dues and otther charges for the use of Association facilities shall be determined by the members. 5. Family Memberships A family or household that is otherwise eligible for membership according to these bylaws shall be permitted to join the Association by payment of a family memberhip fee. 1. Number of Directors There shall be five directors of the Association. 2. Election of Directors The directors of the Association shall be elected by the membership by secret ballot at the annual meeting of the Association. Nominations for directors shall be made from the floor. A person shall be a member of the Association to be a director. 3. Term of Directors A person elected as director of the Association shall serve a term of one year, or until his or her successor is elected. If a person serving as director resigns that position before the expiration of his or her term the remaining directors shall choose a person to fill the vacant position until the next annual meeting. 4. Meetings of the Directors The directors shall meet as often as the responsibilities of the Association may require. At any meeting of the directors, a quorum shall consist of three directors. The absence of any director from a meeting of which he or she had notice shall be a waiver of objections as to all actions of the directors at that meeting. 5. Powers of the Directors The directors shall manage the day-to-day affairs of the Association. In addition, they shall have the power to bind the membership to any action when an emergency makes it impractical to submit the question to the membership as a whole. Subject to the previous sentence, the directors may not bind the Association or the membership as to any of the following matters:
Any action by a director in violation of the Paragraph will subject the director or directors voting in favor of the action to personal liability to the Association. 1. Officers The officers of the Association shall be a president, vice-president, and a secretary-treasurer. Any member of the Association may be an officer. A director may be an officer. No person, however, may hold more than one office in the Association. 2. President The president of the Association shall be the presiding officer at all meetings of the membership and the directors. The president shall not vote upon any issue unless there is a tie vote without his vote. If the president is not a director, he shall not vote on any issue before the directors. All contracts and obligations of the Association shall be signed by the president. 3. Vice-President The vice-president of the Association shall preside and act whenever the president is unable to act. The vice-president shall be an ex-officio member of all committees appointed by the president. 4. Secretary-Treasurer The secretary-treasurer of the Association shall keep the minutes of all meetings of the membership and the directors. The secretary-treasurer shall have charge of the records of the Association and his or her signature shall be required with that of thepresident to bind the Association to any agreement.The secretary-treasurer shall keep the financial records of the Association and shall have responsibility for the collection of dues and determingin whether any peron attending a meeting is a member or non-member. The president, if the secretary-treasurer is not a director, may appoint a director to act a secretary-treasurer for the directors' meetings. 5. Eelction of Officers The officers shall be elected by the membership at the annual meeting. Nominations for each office shall be made from the floor. Each officer shall serve a term of one year or until their successor is elected. If an officer resigns from the Association before the expiration of his or her term, the directors shall choose a successor to complete the term of the resigning officer. 6. No Compensation No officer of the Association shall receive compensation for the performance of his or her duties under these bylaws.Any officer may be reimbursed for expenses incurred for the Association where those expenses have been authorized in advance by the directors or, where the amount exceeds the authority of the directors, by the membership. 1. Place All meetings of the membership shall be held at the community hall in Ester, Alaska. Meetings of the directors shall be held at the Community Hall unless the directors agree at the preceding meeting to hold the next meeting at some other place. 2. Notice of Meetings (a) No meeting of the directors shall take place without notice being sent not less than seven days before the meeting to all of the directors. (b) No meeting of the membership shall be held except upon notice to the membership as follows: notice shall be posted in the post office and the well-house at Ester, Alaska not less than 10 days before the meeting. Whenever possible, meetings of the membership shall be held only at a regularly scheduled time and date, to be set by the directors. 3. Quorum of Members A quorum of members shall consist of 5 persons, except that if the secretary sends notice to all of the members, a quorum shall consist of the members attending the meeting. 4. Conduct of Meetings Whenever possible, the meetings of the membership and directors shall be conducted informally, but in the event of dispute or inabiity to agree, conduct of the meetings shall be in accord with Rober's Rules of Order. Article V 1. Contracts All contracts of the Association otherwise authorized under these bylaws shall be entered into only after the directors or membership have adopted a written resolution authorizing the president and secretary-treasurer to sign the contract and bind the Association to the terms of the contract. The terms of this paragraph do not apply to contracts expressly authorized under other paragraphs of these bylaws. 2. Banking The Association shall maintain a bank account at any federally insured financial institution that the directors may select. The bank account or bank accounts shall be according to such terms and of such kinds as the directors deem appropriate, except that the directors shall not modify the signature requirements imposed by these bylaws. Article VI 1. Waiver of Notice The directors and membership may waive any notice for meetins required to be given under these bylaws. Any waiver shall be in writing and specify the extent and duration of the waiver. Waivers by a majority of the membership of the Association shall be a waiver by the entire membership. 2. Interpretation These bylaws shall be interpreted to best accomplish the purposes for which the Association was created and for the protection of minorities within the Association. A good faith effort to comply shall be required of every member of the Association, but no penalty shall attach to non-compliance, except as expressly set out in these bylaws and the laws of the State of Alaska. Nothing in these bylaws shall confer a private right of action or claim upon any person. | ||||||
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