Ester Community Association E.C.A. Draft Bylaws 2007 The Ester Community Association is a nonprofit organization. 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. A quorum of the committee (3 of 5) met Oct. 13 to prepare these recommended addendato the bylaws, which were presented to the membership at the 2007 fall meeting for review. These bylaws will be voted on at the 2008 spring general meeting. 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 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 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. 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, plus two alternates. 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, treasurer, and a secretary-historian-t 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, except to break a tie. All contracts and obligations of the Association shall be signed by the president, except as provided for under Article VI. The president may appoint temporary committees. 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.
5. Secretary-Historian The secretary-historian of the Association shall keep the minutes of all meetings of the membership and the directors. The secretary-historian shall have charge of the records of the Association, including meeting minutes, financial reports, contractual agreements, and other pertinent Association records. The president, if the secretary-historian is not a director, may appoint a director to act as secretary-historian for the directors' meetings in the secretary-historian's absence. 6. 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. 7. 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 of the directors to hold the next meeting at some other place. 2. Notice of Meetings
3. Quorum of Members A quorum of members shall consist of 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. 3. Committee Contracts and Banking
1. Designation The general membership may designate a committee to be a standing committee. Standing committees must provide annual financial reports to the Association general membership and treasurer, and provide annual committee activity reports to the secretary-historian. The treasurer may require an additional financial review of a standing committee at his or her discretion. 2. Freezing of Account The Association directors, in the event of a fiscal or contractual emergency, may freeze a standing committee’s funds, and is authorized in such an emergency to remove account signers from a standing committee’s bank account, and to replace them with the Association treasurer. 3. Dissolution A standing committee may be dissolved by vote of the general membership. Any standing committee funds, after payment of outstanding committee liabilities, shall be transferred to the Association’s general fund in such a case. Article VII 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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