Peninsula Development Association By Laws 1985

PENINSULA DEVELOPMENT ASSOCIATION
A Non-Profit Corporation

BYLAWS

Adopted by the Board of Directors October 31, 1984
Amendments incorporated February 6, 1985

ARTICLE I
NAME AND OFFICES

The name of the corporation is the Peninsula Development Association (PDA).

The principal offices of the corporation shall be located in the City of Port Angeles, County of Clallam. The corporation may have such other offices either within or without the county as the Board of Directors may determine or as the affairs of the corporation may require from time to time.

ARTICLE II
MEMBERS
1. MEMBERSHIP: The members of the corporation shall be from the two-County area of the Peninsula Development Association comprised of the Counties of Clallam and Jefferson and shall include, but shall not be limited to, representatives from the Board of Commissioners of each County, and representatives at large of employment, education, labor, the poor and minority groups within the two-County area.
2. ELECTION OF MEMBERS: Members of the corporation may be increased or decreased by a two-thirds (2/3) vote of the Board of Directors.

ARTICLE III
BOARD OF DIRECTORS
1. GENERAL POWERS: All corporation powers shall be exercised by or under the authority of and the business and affairs of the corporation shall be controlled by the Board of Directors. The Board of Directors shall have such other powers as are prescribed by these Bylaws.
2. NUMBER AND APPOINTMENT: The authorized number of directors shall be not less than eleven (11) and not more than twenty-one (21). Fifty-one percent (51%) of the Board must be elected officials. The Directors shall be appointed by the two Boards of County Commissioners.
3. TENURE: Each Director shall hold office until the next annual meeting or until his or her successor shall have been appointed or selected.
4. RESIGNATION: Any director, upon written notice to the Board of Directors, may resign from the Board of Directors.
5. SUSPENSION OR EXPULSION: The appointing authority may suspend or expel a director for failure to attend three (3) regular meetings or for conduct unbecoming of a director.
6. VACANCIES: Vacancies by resignation or otherwise of directors appointed by a permanent member shall be filled by the permanent member responsible for naming the withdrawn director. Vacancies by resignation or otherwise of other directors shall be filled by the remaining directors on the Board of Directors.

ARTICLE IV
MEETINGS
1. REGULAR MEETINGS: The regular meetings of the Board of Directors shall be held on the third Wednesday of January, April, July and October at 1:00 p.m. at the office of the corporation or at such place as may be otherwise designated. In the event such day shall fall on a holiday, such meeting shall be held at the same time and place the next succeeding Wednesday thereafter which is not a legal holiday, or at such time or place as may be otherwise designated.
2. SPECIAL MEETINGS: Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the President or by a majority of the Board of Directors. Notice of the time and place of special meetings shall be given personally to the Board of Directors or sent to each director by mail, postage prepaid, addressed to him at his address as shown upon the records of the corporation. In case such notice is mailed, it shall be deposited in the U.S. mail at least forty-eight (48) hours prior to the time of holding said meeting. In the event such notice is delivered personally to each director, it shall be so delivered at least twenty-four (24) hours prior to the holding of said meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where attendance is solely to object to the legality of the meeting because not lawfully called or convened.

3. QUORUM: A majority of the directors shall be necessary to constitute a quorum for the transaction of business. Every act or decision made by a majority of the directors present at a meeting duly held at which a quorum was present shall be regarded as the act of the Board of Directors.
4. COMPENSATION: Each director shall receive no compensation for attendance at any meeting and shall receive no other salary or compensation for his services as a director of the corporation other than the reimbursement of expenses lawfully incurred by authorization of the Board of Directors.

ARTICLE V
OFFICERS
1. NUMBER AND SELECTION: The officers of the corporation shall be a President, an Executive Officer, a Vice President and a Secretary/Treasurer. The officers shall be chosen annually by the Board of Directors and elected from the membership by the Board of Directors, with the exception of the Executive Officer who will be selected by the membership of the Board of Directors AND employed at the pleasure of the Board of Directors. Each officer will hold his or her office until he or she resigns or until his or her successor shall be elected and qualified. Each officer shall serve for a term of one (1) year, provided that any officer may be re-elected to succeed himself.
2. DUTIES OF THE PRESIDENT: The President shall preside at all meetings of the Board of Directors. He or she may sign with the Secretary or any other authorized officer of the corporation authorized by the Executive Committee, any deeds, mortgages, bonds, contracts, or other instruments which the Executive Committee have authorized to be executed, except in cases where the signing and execution thereof shall be expressly designated by the Board of Directors to some other office or agent of the corporation; and in general, he or she shall perform all duties incidental to the office of President and such other duties as shall be prescribed by the Board of Directors from time to time.
3. DUTIES OF THE EXECUTIVE OFFICER: The duties of the Executive Officer shall be as stated in ARTICLE VI -- EXECUTIVE OFFICER.

4. DUTIES OF THE VICE PRESIDENT: In the absence or disability or refusal to act of the President, the Vice President shall perform all the duties of the President, and when so acting, he shall have the powers of and be subject to all the restrictions of the President.
5. DUTIES OF THE SECRETARY/TREASURER: The Secretary/Treasurer shall keep or cause to be kept in the principal office of the corporation or such other place as the Board of Directors may order, a book of all minutes of meetings of the Board of Directors and all other meetings as provided in these Bylaws.
The Secretary/Treasurer shall keep and maintain or cause to be kept and maintained adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. The books of account shall at all times be open to inspection by any director or by any member of the corporation. The Secretary/Treasurer shall deposit all monies and all other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. The Secretary/Treasurer shall perform such other and further duties as may be required by law or may be prescribed and required from time to time by the Board of Directors of these Bylaws. The Secretary/Treasurer shall furnish a bond in such amount as the Board of Directors shall determine to be necessary. The cost of such bond shall be paid by the corporation.
6. DIBURSAL OF FUNDS: No funds shall be disbursed by the Secretary/Treasurer unless the check, draft or other evidence of such disbursement shall be executed on behalf of the corporation by the Executive Officer and any one of the following persons: President, Vice President, Secretary/Treasurer. In the event of the absence of the Executive Officer, any two of the above-named shall have the authority to disburse funds.

ARTICLE VI
EXECUTIVE OFFICER
1. The Board of Directors shall have the power to employ an Executive Officer to carry out the objectives of the corporation. The Board of Directors shall determine the annual budget for the operation of the office of Executive Officer. The Executive Officer shall be directly responsible to and under the control of the Board of Directors.
2. POWERS AND DUTIES: The powers and duties of the Executive Officer shall be prescribed by the Board of Directors.
3. BOND: The Executive Officer shall furnish a bond in such amount as the Board of Directors shall determine to be necessary. The cost of such bond shall be paid by the corporation.

ARTICLE VII
COMMITTEES
1. APPOINTMENT: The Board of Directors shall by resolution authorize and define the powers of such committees as it shall determine necessary. The President shall appoint all committees subject to confirmation by the Board of Directors. Committee meetings may be called at any time by the Chairman of such committees or by the President. All standing committees shall be appointed from the Board of Directors.
2. EXECUTIVE COMMITTEES: There shall be an executive committee composed of the officers, the executive director, the immediate past president, and minority representative.
3. DUTIES AND RESPONSIBILITIES OF EXECUTIVE COMMITTEE TO INCLUDE: Establishment of policy in lieu of Board of Directors quorum, provide policy direction to Executive Officer, authorization to sign contracts, etc.
4. EXPENSES: The Executive Committee may not incur expenses unless provision has been made therefore in the budget or by prior approval of the Board of Directors.

ARTICLE VIII
DUES
1. There shall be no dues assessed against the Directors or permanent members of the corporation.
2. Any individual or organization interested in the objectives of the corporation shall be encouraged to contribute to its support.



ARTICLE IX
FINANCE
1. BUDGET: The budget of the corporation shall be approved by the Board of Directors and shall conform to the fiscal year which shall be the period October 1 to September 30 of each year. Any revision made during any fiscal year must receive majority vote of a quorum of the Board of Directors.
2. CONTRIBUTIONS BY MEMBER COUNTIES AND USE OF SUCH FUNDS BY CORPORATION: Periodic contributions to the support of the corporation shall be made by each member county. It is intended that the contribution of each county will be a proportionate amount as determined by the Board of Directors. All funds contributed by a member county may be used for only those purposes specified in Washington Governmental Codes. Such funds shall not be used to pay wages or salaries of any person hired by the corporation, but may be used to pay appropriate expenses of such persons as determined by the Board of Directors or Executive Committee.
3. ANNUAL AUDIT: An annual independent audit shall be caused to be prepared by the Secretary/Treasurer which shall be presented to the Board of Directors at its second regular meeting next succeeding the closing of the fiscal year for which such audit was prepared.

ANY ITEMS NOT COVERED IN THESE BYLAWS SHALL BE COVERED BY ROBERT’S RULES OF ORDER.

ARTICLE X
AMENDMENT OF BYLAWS
1. ADOPTION: The bylaws may be amended or repealed by a two-thirds (2/3) vote of the Board of Directors.
2. NOTICE: Notice of meetings of the Board of Directors at which amendment to these bylaws are to be considered must be given in writing at least ten (10) days prior to the time of the meeting.