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ARTICLE 1. NAME AND ORGANIZATION

1.1 Name. The organization shall be a non-profit corporation named Meridian Park Neighborhood Association (hereinafter referred to as “MPNA”).

1.2 Area. The boundaries of the Association are Aurora Avenue North (Washington State Highway #99) to the west, Interstate Freeway #5 to the east, North and Northeast 160th to the south, and North 185th Street to the north, or as established by the City of Shoreline.

ARTICLE 2. PURPOSE AND ORGANIZATION

2.1 Purpose. The purpose of Meridian Park Neighborhood Association is to establish a forum for neighbors to share information; to cultivate community and encourage involvement among diverse neighbors; to promote projects which enhance the quality of life in the Meridian Park neighborhood, and to act as a liaison between Meridian Park neighborhood and other neighborhood associations and community organizations within the city limits of Shoreline, and with the City of Shoreline. 

2.2 Organization. MPNA is a non-profit corporation, organized and existing under the laws of the State of Washington. MPNA shall not engage in any activities or exercise any powers not permitted by law for Washington nonprofit corporations or by the federal government under Section 501 (c)(3) of the Internal Revenue Service Code of 1954.

ARTICLE 3. MEMBERSHIP

3.1 Membership. All Meridian Park residents shall be considered members of the MPNA.

ARTICLE 4. VOTING DEFINITIONS

4.1  Voting, Resident. Any competent resident, 18 years of age or older, is eligible to become a member of the Board of Directors. Also eligible shall be principal owners and CEOs of businesses located within the MPNA area. Board members are accorded one vote per person.

ARTICLE 5. BOARD OF DIRECTORS AND OFFICERS

5.1 Board of Directors. The Board of Directors will consist of all elected officers and any Board Member-at-Large appointed by the elected officers (hereinafter referred to as the “Board”).

5.2 Officers. Officers will consist of Chair, Vice-Chair, Secretary, Treasurer, and Communications Lead. Secretary and Treasurer can serve in the same position.

5.3 Board Members at Large. The Officers may appoint Members at Large to the Board, up to a number not to exceed nine total members of the Board of Directors. The role of the Member at Large is to provide additional leadership in carrying out the Purpose of MPNA as defined in Section 2.1.

5.4 Number. The Board shall consist of not less than 3, nor more than 9, Directors. The number of Directors may be changed from time to time by amendment to these Bylaws, provided that no decrease in the number shall have the effect of shortening the term of any incumbent Director.

5.5 Qualifications. Officers must reside in the Meridian Park neighborhood and be willing and capable of carrying out the mission of the MPNA, which includes attending regular MPNA meetings. {Missing two board or community meetings per year, without prior notification to the board, shall be grounds for removal by a majority vote of the 

other board members.}

5.6 Duties 

5.6.1  Chair. The Chair will preside at all meetings of the general membership, oversee the provision of agenda, call special meetings as necessary, appoint committee chairs if necessary, be authorized to sign contracts, conduct business on behalf of MPNA, and serve and chair meetings of the Board of Directors and neighborhood attendees.

5.6.2 Vice-Chair. The Vice-Chair will assist the chair as needed and act on behalf of the Chair in the Chair’s absence.

5.6.3 Secretary. The Secretary will keep a record of all the meetings of the Board, MPNA’s Elections, conduct appropriate correspondence as requested by the Board; maintain a file of minutes, correspondence and other written material pertinent to the operations, be authorized to sign checks and contracts, and serve on the Board of Directors.

5.6.4 Treasurer. The Treasurer shall receive, deposit and disperse monies as directed by the Board; furnish a financial report as called for by either the Chair or a quorum of the Board; be authorized to sign checks and contracts; maintain any records and annual filings with the Washington Secretary of State and Internal Revenue Service and MPNA bank account; and serve on the Board of Directors.

5.6.5 Communications Lead. The Communications Lead will ensure the MPNA website is kept current; post all content applicable to MPNA and all Shoreline neighborhoods; oversee outreach to the Meridian Park Neighborhood and the general public via social media and other electronic means (i.e., email); and serve on; the Board of Directors. 

5.7 Term of Office. Unless an officer dies, resigns or is removed, he or she shall hold office for a term of two years or until his or her successor is elected, whichever is later.

5.8 Elections

5.8.1 Nominations. Nominations for Officers of the Board can be advanced to the board at any time. {will be provided at least one month before the May Annual Election and Business Meeting. All candidates nominated must previously have given their consent}.

5.8.2 Elections. Officers of the Board will be elected at a regular meeting of the Board, by a majority of the board members. {the May Annual Election and Business Meeting by a majority vote of the individual members in attendance and will assume office at the next scheduled Board meeting.} The term of office will be for two years, {from June through May of the following year.} If an officer is unable to complete a term, the board will fill the remaining term by appointment, {by a majority vote}.

{5.9 Annual Meeting. The annual meeting of the Board shall be held during May at a site and time chosen by the Board to elect directors and officers and transacting such business as may properly come before the meeting.}

5.10 Regular Meetings. By resolution, the Board has set monthly meetings dates as the third Tuesday of each month, from 6:30 to 8:30, at City Hall, Shoreline, WA, {or as public health measures allow.} The Board may specify a different date, time and place for the holding of regular meetings. {without other notice than such resolution.} 

5.11 Public {Voting} Notification. A good faith effort will be made to notify the Meridian Park community with information regarding issues that are deemed to require a vote or other indication of community sentiment, including notice of open seats on the board of directors. {officers, at least two weeks before a general membership meeting at which time the vote will be called.} A good-faith effort may include posting on the MPNA website, the MPNA Facebook page, emailing or mailing notification to the current MPNA list.

5.12 Board of Directors Quorum. A simple majority of the Board of Directors in office shall constitute a quorum for the transaction of business at any Board meeting. Voting shall be by a show of hands.

5.13 Action by Board Without a Meeting. Any action which could be taken at a meeting of the Board may be taken without a meeting if confirmation is given via email by each of the Board members. Any such written consent shall be inserted in the minutes as if it were the minutes of a Board meeting.

5.14 Resignation. Any Board member may resign at any time by delivering written notice to the Chair or the Secretary at the registered office of the corporation, or by giving oral or written notice at any meeting of the Board of Directors.

5.15 Vacancies. A vacancy in the position of Officer may be filled by the affirmative vote of a majority of the remaining Officers though less than a quorum of the Board. An Officer who fills a vacancy shall serve for the unexpired term of his or her predecessor in office.

5.16 Other Agents. The Board may appoint such other agents who will serve at the pleasure of the Board as it shall deem appropriate, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. Other agents may include events coordinator, CON representative, Webmaster, Outreach and Public Relations coordinator, or members of subcommittees.

5.17 Communications from the Board. Communication via print, social media or electronic messaging to the public on behalf of the MPNA shall have the approval in writing or email of at least one Board Member. Such communications shall be generally reviewed by other Board members, and subject to constructive feedback, which might ultimately include loss of such privilege's for the member in question. 

5.18 Webmaster and Communications. The design and maintenance of the MPNA’s website shall be administered by the Webmaster, who is appointed by the Board. The Webmaster is accountable to the Board for all matters relating to the MPNA’s website and shall provide a report to the Board upon request. The report may include new updates and features, editorial matters relating to format and content, reader feedback, and production concerns. The website shall be monitored and updated as appropriate, minimally, once a month.

5.19 Compensation. The Officers shall receive no compensation for their service as Officers but may receive reimbursement for expenditures incurred on behalf of the corporation, with approval of the Board.

ARTICLE 6. ADMINISTRATIVE PROVISIONS

6.1 Books and Records. The MPNA shall keep at its principal or registered office copies of its current Articles of Incorporation and Bylaws; correct and adequate records of accounts and finances; minutes of the proceedings of the Board, and any minutes which may be maintained by committees of the Board; records of the name and address of each Officer, and each officer; and such other records as may be necessary or advisable.

6.2 Accounting Year. The accounting year of the corporation shall be the twelve months ending in {May} December.

6.3  Checks. The Treasurer and Secretary are authorized to sign checks. Two signatures are required for checks over $200.

6.4  Dissolution. In the event of dissolution of the MPNA, any remaining assets after the discharge of all liabilities and obligations shall be transferred to one or more organizations exempt under Section 501 (c)(3) of the Internal Revenue code of 1954 as required by law. No part of the net earnings of the organization shall inure to the benefit of any private shareholder, Board member, or individual.

6.5  Disposal of Records. Upon expiration of the term of officers, all records shall be turned over to the Executive Board to be passed on to the newly elected officers following examination.

ARTICLE 7. AMENDMENTS

7.1 Amendments. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the vote of a majority of the number of Officers in office. 

Secretary, MPNA