Bylaws

Moorage Mission Statement:

Protect affordable access to the publicly owned marinas of Jefferson County for all its citizens

Ensure fair treatment of the moorage tenants by the Port administration

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PORT TOWNSEND MOORAGE TENANTS UNION BYLAWS

Proposed February 20, 2007

ARTICLE I – MISSION STATEMENT & DESCRIPTION

Section 1. Mission Statement

The mission of the Port Townsend Moorage Tenants Union (PTMTU or the “Tenants Union”) is to protect affordable access to the publicly owned marines of Jefferson County for all its citizens, and to ensure fair treatment of the moorage tenants by the Port administration.

Section 2. Description

The Port Townsend Moorage Tenants Union was formed to represent the moorage tenants of the Port of Port Townsend.  The Moorage Tenants Union also serves as a voice for the moorage tenants, presenting tenants’ views to the Port Commision and broader community, in order to effect change and ensure fair treatment for the Union’s membership.

The Moorage Tenants Union strives to seek consensus among its members regarding issues affecting their tenancy at the Port, and to serve as an avenue for disseminating information to  moorage tenants regarding Port policies, actions, and proposals which affect moorage tenants.

ARTICLE II – MEMBERSHIP

Section 1. Voting Membership.

Any moorage tenant of the Port of Port Townsend is eligible for Voting Membership in the Tenants Union. Applications will be available on the Tenants Union website, or by request from the Secretary.  Voting membership requires payment of annual dues at the time of joining.  The Board will set the cost of dues and adjust it from time to time as needed.

All Voting Members will be added to the Tenants Union e-mail list, and will receive regular communications via e-mail or the Tenants Union web site. Voting Members without e-mail access may request paper copies of notices. Voting Members may participate in all e-mail discussions, sit on committees, serve on the Board, and hold office.  Voting Members each have one vote.  Multiple owners of a single vessel may all be individual Voting Members of the Tenants Union, provided each owner joins the Tenants Union and pays the annual dues.

Section 2. Affiliate Membership.

Any interested party who supports the Tenants Union mission statement is welcome to become an Affiliated Member.  Affliated Members may join simply by sending a request to be added to the Tenants Union email list.  Affiliated members without E-mail access may request paper copies of communications from the secretary. No fee is charged for Affiliated membership.

All Affiliated Members will also be added to the Tenants Union e-mail list, and will receive regular communications via e-mail or the Tenants Union web site. Affiliated Members without e-mail access may request paper copies of notices. Affiliated Members may participate in all e-mail and committee discussions, but may not be formal members of committees, hold office, serve on the Board, or vote.

The Board of Trustees, in its sole discretion, shall determine the class of membership to which any applicant will be assigned.

Section 3. Dues.

The Board of Trustees shall set the dues to be paid by Voting Members; dues amounts may be changed from time to time by a majority vote of the Board.  No fee is charged for Affiliated Membership.  The Board of Trustees may also periodically request contributions for specific programs, as agreed to by the membership.

Delinquent Dues. All membership dues are delinquent if not either received by the secretary or mailed to the Tenants Union and postmarked not later than ________.  The Board of Trustees shall have the power to revoke the membership of any member, without notice to the delinquent member, whose dues remain delinquent on _________.

Section 4. Membership Meetings.

a. Annual Meeting. The annual meeting of the Tenants Union membership shall be held in the last quarter of each calendar year at a time and place designated by the Board of Trustees. The annual meeting shall include a report to the membership and shall give the membership an opportunity to address the Board of Trustees.

b. Special Meetings. Membership meetings may be called at any time by the Board of Trustees, and must be called by the Board of Trustees upon the written petition of twenty (20) percent of the Voting Members.

Notice. Notice of time, place and purpose of membership meetings shall be emailed to all Voting Members not fewer than ten days prior to the date set for the meeting.

Quorum. The presence in person of thirty five (35) percent of the voting (Active) members at any meeting of the membership shall constitute a quorum.

Section 5. Voting.

Voting Member. Each Voting Member shall be entitled to one (1) vote.

Voting by Mail or Electronically. Such matters as may be determined by the Board of Trustees to be submitted to the membership for vote, including any matter to be submitted to the membership by referendum, may be voted upon by mail or, if the Board of Trustees so authorizes, by electronic ballot in the manner provided in Article VI.

Quorum. Any vote of the Voting Membership by mail or electronic ballot wherein thirty five (35) percent of the Voting Members cast a vote shall constitute a quorum.

a. Proxies. A Voting Member may vote by proxy executed in writing by the Voting Member, or by the Voting Member’s attorney-in-fact. Such proxy shall be filed with the Secretary of the Board before or at the time of the meeting, and shall be valid only for that specific meeting, until final adjournment.  Proxy votes are not counted towards achieving a quorum.

Section 6. Referendum.

Whenever twenty (20) percent of the Voting Members have in writing petitioned the Board of Trustees to refer a matter to the vote of the membership, the Board of Trustees shall consider the petition within thirty (30) days of the receipt of the petition by the President. The Board of Trustees, after consideration of the said petition, may refer the matter to the membership for vote, which vote shall determine the issue.

ARTICLE III – TRUSTEES

Section 1. Board of Trustees.

The Board of Trustees shall consist of a total of five to nine (5-9) Trustees.

Section 2. Qualification of Trustees.

A person is qualified as a Trustee of the Association if he or she is a Voting Member in good standing.

Section 3. Nomination and Election of Trustees.

Pursuant to Article V of these Bylaws, the Board of Trustees shall appoint each year a Trustee Nominating Committee, which shall submit nominations for Trustee as required herein.

In addition, Voting Members may nominate one (1) candidate for the office of Trustee by submitting such nomination in writing. A Voting Member who has signed a nomination form for a candidate may not sign an additional nomination form during the same year. All nomination forms must be received by the Board Secretary no later than October 1st of each year. The nomination form to be provided by the Tenants Union shall set forth the requirements for nomination and the qualifications for serving as a Trustee.

Election. The election of Trustees shall be by paper or electronic ballot containing the names of the candidates nominated; and notice of the Board election shall be sent via email to each Voting Member on or before November 1st of each year. Compliance with Article VI below is required for effective notice or balloting by electronic mail.

I. Each Voting Member shall be entitled to cast one (1) vote for each Trustee position or vacancy that is subject to election; no more than one (1) vote per position or vacancy may be cast by a Voting Member.

II. For each position or vacancy subject to election, the candidate for Trustee receiving the largest number of votes shall be elected to the Board of Trustees.

III. To be valid, ballots cast must be received by the Board Secretary no later than November 30th of each year.

IV. An election resulting in a tie vote shall be resolved by lot.

Section 4. Term of Office.

The term of office of each Trustee shall be two (2) years and shall commence on the 1st of January following the election of the Trustee. The Board of Trustees shall endeavor to stagger the initial terms of office of trustees to ensure continuity on the Board.

Section 5. Vacancies.

The Chairman of the Board may nominate any qualified member to fill any vacancy on the Board of Trustees subject to the approval of the Board of Trustees; said nominee shall, upon approval, become a member of the Board of Trustees and shall serve the unexpired term.

A vacancy is created when a member of the Board of Trustees is removed for cause by the Board of Trustees, resigns, is no longer a Voting Member or is otherwise terminated.

No individual appointed as Trustee shall serve on the Board of Trustees for more than two(2) years, cumulatively, without having been elected by the membership.

A Board member who is absent from three (3) Board meetings in any one (1) fiscal year may be removed for cause by the Board of Trustees.

A vote of two-thirds of the Board of Trustees is required to remove a member of the Board of Trustees for cause.

Section 6. Meetings.

The meetings of the Board of Trustees shall be called and held at such time and place as the Chairman of the Board may from time to time select.

In the event of the absence of the Chairman of the Board, a meeting may be called by the Vice Chairman of the Board or the Board Secretary.

A special Board meeting may be called at the written request of three (3) members of the Board of Trustees.

Any issue to be decided by the Trustees may be determined by telephone conference call conducted by the Chairman of the Board and in which a quorum of the Board of Trustees participates. When a telephone conference call has been conducted, at the next meeting of the Board of Trustees, the Chairman shall report for inclusion in the minutes the results of such conference call, and any resolutions approved, and any other actions authorized pursuant to said conference call.

Section 7. Notice of Meetings.

Notice of time, place and purpose of meetings of the Board of Trustees shall be sent via email to each Trustee, not less than seven (7) days prior to the date set for the meeting. Emergency Board of Trustees meetings may be called by fifty percent (50%) of Trustees or the Chairman of the Board on eighteen (18) hours notice. Members of the Board of Trustees shall be notified of the time, place and purpose of such emergency meeting by electronic mail, email, fax and/or telephone at their usual place of business or residence. Compliance with RCW 24.03.009 (as currently in place or as modified) is required for effective notice to be given by electronic mail.

Section 8. Voting.

Each member of the Board of Trustees shall be entitled to one (1) vote; provided that the presiding Officer shall cast his or her vote only in the event of a tie.

Section 9. Quorum.

More than fifty percent (50%) of members of the Board of Trustees shall constitute a quorum.

Section 10. Presiding Officer of the Board of Trustees.

The Chairman of the Board shall act as the presiding Officer at meetings of the Board of Trustees. In the absence of the Chairman of the Board, the Vice Chairman of the Board shall act as the presiding Officer at meetings of the Board of Trustees. In the absence of the Chairman of the Board and the Vice Chairman of the Board, the Board of Trustees shall select a member of the Board of Trustees to preside.

Section 11. Duties of the Board of Trustees.

The Board of Trustees shall:

a. Approve the selection of Association legal counsel, accountants, auditors and financial advisors;

b. Authorize budgets and approve the yearly financial reports.

c. Prescribe all management policies of the Association;

d. Set enrollment fees and membership dues;

e. Promote the mission of the Association as set forth in Article I;

f. Cause to publish and forward to the Voting Membership the rationale for proposed amendments to the Bylaws and Articles of Incorporation or for other ballot measures.

g. Perform all duties and discharge all responsibilities of Association Trustees as required by PTMTA Articles of Incorporation, Bylaws and applicable law.

Section 12. Compensation.

Trustees and elected Officers shall not receive any compensation, gifts or gratuities for their services; provided, nothing herein shall prevent the Board of Trustees from authorizing payment or reimbursement of expenses incurred on Association business by any Officer, Trustee or member.

Section 13. Indemnification

In addition to any other rights to which any person may be entitled by contract, the Association, to the full extent permitted by law governing non-profit corporations (except as limited herein), shall indemnify, defend and save harmless any person, including his or her estate, heirs, executors and administrators, against any loss, cost or expense (including attorney’s fees and amounts paid in settlement), fine, penalty (including ERISA taxes or penalties), judgment and/or liability reasonably incurred through, or imposed in connection with, any action, suit or proceeding (whether civil, criminal, administrative or investigative) to which such person may be made a party, may be required to participate as a witness, or with which such a person shall be threatened, by reason of such person’s being or having been a Trustee or Officer of the Association or serving or having served in any capacity in any other organization at the direction or request of the Board of Trustees of the Association. The indemnification provisions of this Section 13(a), with respect to any matter, shall not apply to any person who, the Board of Trustees finds, did not act in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Association or its members. The right to indemnification conferred in this Section 13(a) shall include the right to be paid by the Association the expenses incurred in defending any matter in advance of its final disposition; provided however, that the payment of such expenses in advance shall be made only upon delivery to the Association of an undertaking, by or on behalf of the indemnified person, to repay any amount advanced, to the extent it shall ultimately be determined that such person is not entitled to be indemnified under this Section 13(a) or otherwise.

The Association through its Board of Trustees may, from time to time, provide indemnification, and pay expenses in advance of the final disposition of a matter or proceeding, to an employee or agent of the Association, including the President/CEO, with the same scope and effect as the provisions of Section 13(a), above.

ARTICLE IV – OFFICERS

Section 1. Officers.

The Officers shall consist of a Chairman of the Board, a Vice Chairman of the Board, a Secretary and a Treasurer.

Section 2. Qualification of Officers.

A person is qualified as an Officer of the Association if he or she is a Trustee in good standing.

Section 3. Election of Officers.

The Board of Trustees shall elect a Chairman of the Board, Vice Chairman of the Board, Secretary and Treasurer. a. Such Officers shall hold office for a one (1) year term commencing on the 1st of January, which is the commencement of the next fiscal year.

No Officer of the Association may serve more than two (2) consecutive terms in a particular office; provided that nothing shall prevent an Officer who has served two (2) consecutive terms in one office from serving in a different office immediately upon completion of his or her prior term of service.

Each year, no later than September 15th, the Chairman of the Board shall name an Officer Nominating Committee consisting of the Chairman of the Board and two (2) non-retiring members of the Board of Trustees who are not Officers of the Association. The Officer Nominating Committee shall select nominees for the three (3) offices, and shall determine the qualifications of all nominees before submitting a slate of nominees to the Board of Trustees. No later than October 30th, the slate of nominees shall be presented to the Board of Trustees and the Trustees shall thereafter elect Officers to serve the Association for terms commencing January 1st, which is the commencement of the next fiscal year.

Section 4. Vacancy of Office.

In the event of the resignation or death of an Officer, the Board of Trustees shall select a successor to fill the vacancy and finish such Officer’s unexpired term.

Section 5. Duties.

Chairman of the Board. The Chairman of the Board of Trustees of the Association shall call meetings of the Board of Trustees and shall act as the presiding Officer at meetings of the Board of Trustees and Executive Committee. The Chairman of the Board of Trustees shall serve as an ex officio member of all committees. In general, the Chairman of the Board of Trustees shall perform all duties ordinarily incident to the office of the Chairman and such other duties as are assigned to him or her by the Board of Trustees.

Vice Chairman of the Board. The Vice Chairman of the Board shall perform the duties of the Chairman of the Board during the absence of the Chairman of the Board, and shall perform such other duties as from time to time may be assigned to him or her by the Board of Trustees.

Secretary. The Secretary shall: (a) keep the minutes of meetings of the members and the Board, and minutes which may be maintained by committees of the Board; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records of the Corporation; (d) keep records of the post office address and class, if applicable, of each member and Director and of the name and post office address of each officer; (e) sign with the President, or other officer authorized by the President or the Board, deeds, mortgages, bonds, contracts, or other instruments; and (f) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President of the Board.

Treasurer. If requested by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such amount and with such surety or sureties as the Board may determine. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in banks, trust companies or other depositories selected in accordance with the provisions of these Bylaws; prepare for the Board at each regular Board meeting standard nonprofit financial reports and report on current budget revenues and expenses; and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board.

Board of Trustees. Each Officer and the immediate Past-Chairman of the Board shall be a member of the Board of Trustees and assume the duties imposed by Article III, Section 11.

Section 5. Compensation.

Officers shall not receive compensation for their services, except as provided in Article III, Section 12.

ARTICLE V – COMMITTEES

Section 1. Committees.

The following are the standing committees: i. Trustee Nominating Committee; ii. Membership Committee;

Duration of Committee Chair Appointments. All committee appointments shall terminate with the term of office of the Chairman of the Board. No individual may serve as chair of the same committee for more than two (2) consecutive years.

After the election of the Chairman-elect of the Board by the Board of Trustees, and no later than January 1st, the Chairman-elect of the Board will identify and seek approval from the Board of Trustees for the Committee Chair appointments that will begin on March 1st.

Section 2. Trustee Nominating Committee.

The Trustee Nominating Committee shall consist of three (3) members, one (1) of whom shall be the Chairman of the Board, two (2) of whom shall be trustees and two (2) of whom shall be from the membership at large. Members of the Trustee Nominating Committee shall be selected by the Chairman of the Board, subject to the approval of the Board of Trustees. The Trustee Nominating Committee shall nominate two (2) candidates for each Trustee position that is or will become vacant and subject to election.

Section 3. Ad Hoc Committees.

The Ad Hoc Committees shall serve at the pleasure of the Board of Trustees and shall perform such tasks as the Board of Trustees or the Chairman of the Board may direct.

Section 4. Committee Membership Qualifications.

A member of any committee must be a Voting Member of the Tenants Union.

ARTICLE VI – AMENDMENTS; ELECTRONIC VOTING

Section 1. Amendments.

These Bylaws may be amended by mail or electronic ballot (or a combination of the two) of the active Voting Membership. The proposed Bylaw amendments shall be sent via email to each Voting Member at least 14 calendar days prior to the return date of the ballot.

Section 2. Electronic Voting.

Electronic voting on Bylaw amendments, elections or any other issue to be decided by the membership must be specifically authorized in advance by the Board of Trustees. In case of such authorization, the PTMTA will comply with provisions of applicable law governing notice and voting by electronic transmission, including in particular RCW 24.03.009 and .085 as currently in force or as from time to time modified. Members voting by mail or electronic transmission are present for all purposes of quorum, count of votes, and percentages of total voting power present.   A paper record of votes cast electronically will be retained by the secretary for member examination upon request.

ARTICLE VII – GENERAL DEFINITIONS

The language of these Bylaws is intended to be gender neutral. All words used herein in the masculine shall extend to and include the feminine or neuter as the case may be. All words used herein in the singular shall extend to and include the plural; all words used in the plural shall extend to and include the singular.

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