ARTICLE l – Name The name shall be Guemes Island Community Center Association, Incorporated.
ARTICLE II – Purpose The purpose of the Association shall be to promote the educational, recreational, environmental, and social welfare of the inhabitants of Guemes Island, by maintaining and operating a meeting hall and outdoor stage, associated facilities and properties, hereafter called the Community Center, which shall be for the use of all members. For-profit organizations, private affairs, and off-island organizations may be allowed use of the Association’s facilities at the discretion of the Board. The Corporation is organized exclusively for charitable, religious, literary and educational purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, any of its members, officers or trustees or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the organizations 501 (c)(3) purposes. The Corporation retains all powers authorized under the Washington Nonprofit Corporation Act “General Powers” (RCW 24.03A.140) and “Emergency Powers” (RCW 24.03A.145). The activities of the Corporation shall not include the carrying on of propaganda, or attempts to influence legislation. The Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to, any candidate for public office. Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any other activities not permitted to be carried on by: a) A Corporation exempt from Federal Income Tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future United States Internal Revenue law, or b) A Corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code or the corresponding section of any future United States Internal Revenue Law. The Association may offer limited financial or logistical support to Guemes Island organizations or individuals if such support is in accordance with the stated purpose above.
ARTICLE III – Membership Section 1: Statutory members, with rights as delineated in these Bylaws and under law, are defined as all Guemes Island residents and property owners aged eighteen or older, as determined by the Skagit County Tax Assessor roll or presentation of any official document with the person’s name and address on Guemes Island such as, but not limited to: driver’s license, car registration, utility bill, or rent receipt. Section 2: “Associate” members (non-statutory) are all Guemes Island residents under the age of eighteen. The rights of Associate members include committee membership, advisory votes to be taken into consideration by the Board and addressing the Board in General Meetings. Section 3: There shall be no payment of dues for membership. Section 4: GICCA is a volunteer organization, and all members are encouraged to engage as GICCA volunteers.
ARTICLE IV – Finances Section 1: The Board shall adopt an annual budget at the January Business Meeting. This budget may be modified as needed by a majority vote of the Board. Section 2: Association facility usage fees and deposits for damage and cleanup shall be established by the Board. The Board reserves the right to modify usage fees and deposits on a case-by-case basis. Section 3: There shall be an annual organized solicitation of funds from the membership to replenish operating and maintenance expenditures, as well as to add to the capital improvement funds of the Association. Other sources of income may be usage fees, investment income, donations, bequests, grants, and profits from fundraising events. Section 4: A. Association funds in excess of those budgeted for annual operation, maintenance, and capital improvements, and any emergency, operating, or capital reserves may be used for community projects or invested, as directed by the Board, in various Federal Deposit Insurance Corporation (FDIC) insured certificates of deposit, but not to exceed the FDIC insured limit for each investment. The Board may consider placing funds in municipal bonds as well. Any investment instrument shall allow release of funds within one year of either the anniversary date of the instrument or one year from the Board’s adoption of a budget that requires use of such funds. B. The Board may elect to set aside funds, when available, to maintain a restricted Charitable Fund within the Association’s savings account. Disbursements from the Charitable Fund will be subject to Board approval. C. Individual Board members may approve expenditures of up to five hundred dollars ($500.00) without formal approval of the Board. Significant purchases up to $500 must be run through the treasurer and any committee chair or manager to ensure said purchase falls within the budget. D. The Board may only approve budget line items in a given budget year that exceed $10,000 if the line item is put before the membership and approved by a vote of the membership. The members must be notified, at least four weeks in advance, of any meeting at which such budget item(s) will be discussed. Approval requires a two thirds vote of the members, in attendance at a scheduled meeting. In addition, the Board may distribute funds in excess of $10,000 if 1) such funds are acquired through bequest, grants or donation, 2) those funds are held in a GICCA-designated fund, and 3) the distribution falls within the guidelines or requirements of the bequest, grant or donation. Section 5: A. The Board shall have custody of all real and personal property belonging to the Association, maintaining adequate insurance coverage and the legal documents associated with such properties. B. The Board is responsible for all Association business and is empowered to borrow funds and to acquire, buy, sell or mortgage property, real or personal, on behalf of the Association, however; The Board shall not: 1) sell any real property or personal property with a value in excess of $10,000.00, or 2) go beyond the planning stage on any project where the total expense is projected to exceed $10,000.00, without the approval of the general membership. The members must be notified, at least four weeks in advance, of any meeting at which such plans will be discussed. Such plans/projects require a two-thirds vote of the members, in attendance at a scheduled meeting. Section 6: A Finance Committee, composed of the Board Treasurer, one Board Trustee (non-officer), and one Statutory Member, shall: provide input to both the Board’s annual budget development and the Board’s oversight of the Association’s accounts, expenditures, and general financial health. The committee shall meet once per quarter to examine the corporation’s ledgers; ensure compliance with local, state, and federal filings, including payment of property tax, submission of IRS Form 990, and renewal of corporation documents with the Office of the Washington Secretary of State. The Finance Committee shall provide a report to the Board following each quarterly meeting. Section 7: The Treasurer shall retain electronic files of all relevant records, transactions, budgets, and compliance documents in a form that facilitates transfer to successive Treasurers and complies with the Board’s records retention policy. All such files shall have at least one form of backup. Section 8: The Board (excepting the Treasurer) shall provide for an audit of the ledgers by a non-council non-board member, prior to the Annual meeting.
ARTICLE V – Governing Board Composition and Roles The Governing Board is made up of no less than seven members comprised of a minimum of four officers, a President, up to two Vice Presidents, a Secretary, and a Treasurer, plus a minimum of three other Statutory Members at Large, commonly known as Trustees. Board members will serve staggered terms of two years. Additionally, there may be up to two Associate Member (non-statutory) Trustee positions. These ex-officio positions will be open to Associate Members, as defined in Article III – Section 2, and will be advisory to the Board, with no voting rights on Board matters. The term is one year. Essential Board functions, to be assigned in the December meeting include: • Manage the Hall or Stage facility operations for events • Manage the Hall or Stage facility maintenance • Serve as Board Purchasing Agent • Manage the Hall water system • Maintain Calendar of Events • Manage GICCA website • Manage GICCA newsletter • Manage Guemes Art Initiative programs and website The President shall: • Preside at all meetings. • Call special meetings as necessary • Appoint Committees • Serve as, or appoint, an ex-officio member of all Committees • Present an Annual Report at the Annual Meeting The Vice President(s) shall: • Perform all duties of the President in the event of the Presidents' absence or disability • Oversee Association facility operations and maintenance The Secretary shall: • Record and post the minutes of each meeting • Attend to the correspondence of the Association • Present a preliminary copy of meeting minutes to the Board within one week of the meeting The Treasurer shall: • Maintain the financial ledgers of the Association • Receive and deposit funds in such accounts as designated by the Board • Receive user fees and deposits as necessary • Disburse Funds in payment or reimbursement of Association debts • Provide a financial report at each meeting • Develop the annual budget for review and approval by the Board • Serve as chair of the Finance Committee • File State and Federal forms as necessary The Board Members at Large (Trustees) shall: • One Board Member at Large (Trustee) shall sit on the Finance Committee as established in Article IV, Section 6 • Assist with other GICCA activities and events when possible The Associate Member (Non-Statutory) Board Positions (Trustees) shall: • Be the voice of the Associate members • Work to engage the Associate members in island activities Board Purchasing Agent: In addition to the President and Treasurer, one additional board member may be designated as a Board Purchasing Agent. Said agent will be: • added to the GICCA checking account • granted a debit and credit card to make purchases related to facilities management, events, and other Board-approved expenditures. Modification of Duties: Specific duties of board members may be modified to reflect the skills, interests, and availability of individuals serving in these roles, provided that such reassignment maintains the smooth operation of all GICCA properties and adequately safeguards the assets of the Association.
ARTICLE VI – Liability and Indemnification Section 1: Non-Liability of the Board. The members of the Board shall not be personally liable for the debts, liabilities, or other obligations of the Association. Section 2: Qualified Indemnification. The members of the Board, employees and volunteers of the Association shall be indemnified by the Association to the extent permissible under State law. A director shall have no liability to the Corporation for monetary damages for conduct as a director, except for acts or omissions that involve intentional misconduct by the director, or a knowing violation of law by a director, where the director votes or assents to a distribution which is unlawful, or for any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled. If the Washington Nonprofit Corporation Act is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director shall be eliminated or limited to the full extent permitted by the Washington Nonprofit Corporation Act, as so amended. The Association shall: A. Indemnify each person who may serve, or who has served at any time as an Officer, Trustee or employee or volunteer of the Association against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity. B. Undertake the defense of any such person at the Association's sole cost and expense, in connection with any threatened, pending or completed action, suit or proceeding. C. Ensure that such indemnification shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification. The right of indemnification in this section (Article VI) shall be in addition to and not exclusive of any and all other rights to which any person may be entitled. Section 3: Insurance A. The Board shall purchase and maintain Directors’ and Officers’ Insurance on behalf of any Officer, Trustee, employee, or volunteer (“Agent(s)”) against liabilities asserted against or incurred by the Agent in such capacity or arising out of the Agent’s status as such, whether or not the Association would have the power to indemnify the Agent against such liability under the Articles of Incorporation, these Bylaws or provisions of the law. B. The Board shall purchase and maintain other forms of insurance, including but not limited to General Liability, Property, and Liquor Liability insurance on behalf of the Association. Section 4: Amendments and Repeal. This section (Article VI) constitutes a contract between the Association and the indemnified Officers, Trustees employees and agents. No amendment or repeal of this section (Article VI) that adversely affects the right of an indemnified person shall apply to such person with respect to those acts or omissions that occurred at any time prior to such amendment or repeal, unless the amendment or repeal was voted by, or was made with the written consent of such indemnified person. Section 5: Nonqualified Indemnification. The Association shall not provide indemnification for any person with respect to any matter in which he or she has been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the Association. In any matter in which such person is not entitled to indemnification for the foregoing reason, he or she shall reimburse the Association for any costs or expenses incurred by the Association in undertaking his or her defense in such a matter. Section 6: Settlement Payments. Any compromise or settlement payment shall be approved by a majority vote of a quorum of the Directors who are not at the time parties to the proceeding.
ARTICLE VII – Election of the Governing Board Section 1: The Board shall open the nomination period at the September meeting and request to post on all island websites and GICCA newsletter the voting procedures and options for absentee voting. A slate of nominees will be presented prior to the end of the October meeting when the nomination period will close. A nominee must be a Guemes Island resident or property owner, 18 years old or older. Nominees under 18 may be presented for an Associate (nonstatutory) position on the Board as outlined in Article V Governing Board. Section 2: All nominees will receive a Nomination Questionnaire and Candidate Profile that is due three weeks prior to the November meeting for electronic distribution to the membership. Questionnaires must be fully completed to be considered. Internet access is required in order to conduct GICCA Board business. Section 3: In-person and absentee voting: at least four days will be provided for in-person voting during the month of November and ending at the November Annual Meeting. If a resident or property owner cannot be present for in-person voting, the member may validate their eligibility by registering in person between Memorial Day and October 31, by appointment or on dates to be determined, to receive an absentee ballot by mail for voting in the November election of that year. Absentee ballots must be received one day prior to the November Annual Meeting when all ballots will be tallied. Section 4: At the Annual Meeting in November, the membership shall elect, from the slate of nominees, sufficient members to fill open positions on the Board. Outgoing Board members shall retain their tenure until the December meeting. It is customary that outgoing Board members assist with the transition of new Board members, as needed, beyond their official tenure. Section 5: The continuing incumbent and newly elected Board members shall have an Organizational Meeting in December, to select from its new members new Officers and Trustees as required to fill vacancies. Minutes of the December Organizational Meeting will be provided to the public. Section 6: Board members who do not regularly attend monthly business meetings or fail to carry out the duties ascribed to them may be removed from office by a two-thirds vote of the Board. Prior to a removal vote, the President shall address performance concerns with the member. Further, any Board member may be removed from office by a two-thirds vote of the general membership at a meeting called for that purpose, provided the membership is notified thirty days in advance by posted notice. Section 7: In the event of an unplanned vacancy the Board will have full discretion regarding the process for replacement, as long as a minimum of seven Board members is maintained.
ARTICLE VIII – Meetings Section 1: The Association shall hold regular monthly business meetings. At the January meeting, the Board shall adopt a meeting schedule for the year. The meetings are open to all members and shall be held in person at a GICCA property or virtually online as outlined in Section 2. Open courteous debate on all matters is encouraged. Routine unchallenged business decisions shall be made by a simple majority of a quorum of the Board. Actions other than routine business will allow for an advisory vote of the members present if they request such a vote. Section 2: Additional meetings may be scheduled, and regular meetings may be changed or canceled by the Officers provided that the membership is notified at least one week in advance by posted notice, including but not limited to posting on the GICCA website. The Board may vote to postpone or cancel a regular meeting, without notice, due to a national or local emergency or disaster, or by order of the WA Governor in order to protect the health of all citizens. Virtual online meeting options may be offered. Section 3: The Association may sponsor social, informational, or fundraising gatherings at any time. Section 4: The November business meeting shall be the Annual meeting. The President shall present the Annual report and elections shall be held. Section 5: In the December Organizational Meeting the Board will discuss a preliminary budget and work plan in addition to the election of Officers as specified in Article VII. Section 6: Two-thirds of elected Board members, rounded to the nearest whole number, shall constitute a quorum. Section 7: Questions of procedure shall be governed by Roberts Rules of Order. Section 8: Minutes of all meetings will be taken and posted for the Members.
ARTICLE IX – Amendments These Bylaws may be amended at any business meeting by a two-thirds vote of members in attendance, provided that proposed Bylaw amendment(s) are posted at least four weeks prior to the next Business Meeting, specifying methods for the Membership to provide input prior to the vote. Notice of the meeting to vote on the proposed amendments shall be furnished at least four weeks in advance. Copies of the proposed Bylaw amendments(s) shall be provided to any member on request.
ARTICLE X – Dissolution Upon the winding up and dissolution of the Corporation, after paying or adequately providing for the debts and obligations of the Corporation, the remaining assets shall be distributed for one or more exempt purpose within the meaning of Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future United States Internal Revenue Law, or shall be distributed to the Federal Government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes, or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes. The Bylaws shall be reviewed at least every five years. 10-20-2016: https://myguemes.org/wp-content/uploads/2017/10/Bylaws.pdf Bylaws were reviewed and approved unanimously by members on October 20, 2016. 4-19-2018: https://myguemes.org/wp-content/uploads/2018/11/Guemes-Island-Community-Center-AssociationBylawsamended2018.pdf Amendments were presented and unanimously approved on April 19, 2018, per Article IX and can be reviewed in the meeting minutes available at myguemes.org. 10-21-2021: https://myguemes.org/wp-content/uploads/2021/10/GICCA-Bylaws-10-21-21.pdf Amendments were presented and unanimously approved on October 21, 2021, per Article IX and can be reviewed in the meeting minutes available at myguemes.org. 02-21-2023: https://myguemes.org/wp-content/uploads/2023/08/Revised-2-21-23-Guemes-Island-Community-CenterAssociation-Bylaws-1.pdf Amendments were presented and unanimously approved on February 21, 2023, per Article IX and can be reviewed in the meeting minutes available at myguemes.org. 09-28-2023: https://myguemes.org/wp-content/uploads/2023/08/GICCA-Bylaws-Proposed-Changes-9-2023.pdf Amendments were presented and unanimously approved on September 28, 2023, per
Article IX and can be reviewed in the meeting minutes available at myguemes.org.
10-20-2016: https://myguemes.org/wp-content/uploads/2017/10/Bylaws.pdf
Bylaws were reviewed and approved unanimously by members on October 20, 2016.
4-19-2018: https://myguemes.org/wp-content/uploads/2018/11/Guemes-Island-Community-Center-Association- Bylawsamended2018.pdf
Amendments were presented and unanimously approved on April 19, 2018, per Article IX and can be reviewed in the meeting minutes available at myguemes.org.
10-21-2021: https://myguemes.org/wp-content/uploads/2021/10/GICCA-Bylaws-10-21-21.pdf
Amendments were presented and unamously approved on October 21, 2021, per Article IX and can be reviewed in the meeting minutes available at myguemes.org.
02-21-2023: https://myguemes.org/wp-content/uploads/2023/08/Revised-2-21-23-Guemes-Island-Community-Center- Association-Bylaws-1.pdf
Amendments were presented and unamously approved on February 21, 2023, per Article IX and can be reviewed in the meeting minutes available at myguemes.org.
09-28-2023: https://myguemes.org/wp-content/uploads/2023/08/GICCA-Bylaws-Proposed-Changes-9-2023.pdf Amendments were presented and unamously approved on September 28, 2023, per Article IX and can be reviewed in the meeting minutes available at myguemes.org.