By-Laws of the Associated Recreation Council

(A Non-Profit Washington Corporation)

ARTICLE I. BOARD OF DIRECTORS

Section 1.01. Management. Subject to the limitations of the Articles of Incorporation, other sections of the By-Laws, and of Washington law, the management and administration of the affairs of this Corporation shall be by a Board of Directors.,

Section 1.02. Powers. Without limiting general authority, the Board of Directors shall have the following powers:

1. To select and remove all the other officers, agents and employees of the Associated Recreation Council and to make rules and regulations not inconsistent with law, the Articles of Incorporation or By-Laws; fix their compensation; and require from the said individual as may be deem necessary as security for faithful service.

2. To conduct, manage and control the affairs and business of the Associated Recreation Council and to make rules and regulation not inconsistent with law, the Articles of Incorporation or the By-Laws.

3. To delegate the authority as may be necessary to officers, agents, or committees, to borrow money and incur indebtedness for the purposes of the Associated Recreation Council and for that purpose to cause to be executed and delivered, in the Associated Recreation Council's name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidence of debt and securities.
4. To act as the representative body for the collection and disbursement of all funds and capital and/or monies generated by donations, gifts and grants.

5. To provide for an annual audit which shall be performed by an independent Certified Public Accountant. A quarterly report of all financial activity will be submitted by the Accounting Manager for approval to the Board of Directors and to the Superintendent of Parks and Recreation for inspection.

6. To establish, and amend as needed, policy and procedure guidelines for the collection and disbursement of participant fee-generated funds. This power will be limited by an underlying policy that will require that the individual member advisory councils approve any expenditure of funds held for them by the Associated Recreation Council.

7. To establish policy and procedual guidelines related to purchases and expenditures.

8. To act as contract grantor/executor where appropriate.

9. To establish and develop long and short term investment programs.

10. An annual report shall be prepared and presented at an annual meeting of the Assocated Recreation Council. This report shall be subject to and in accordance with the provisions outlined in RCW 42.17400 (4), Public Disclosure Law (Initiative 276).


Section 1.03. Limitation of Liability. No member of the Board of Directors shall be personally liable for the debts, liability or obligations of the Association. Any and all creditors of the Associated Recreation Council shall look only to the assets of the Associated Recreation Council for payment.

Section 1.04. Vacancies. Vacancies occurring in the Board of Directors may be filled by a majority vote of the Directors at any regular meeting or at any special meeting called for that purpose, and any Director so elected shall hold that office until the next annual meeting.

Section 1.05. Composition of the Board of Directors. The number of Directors of the Associated Recreation Council shall be a minimum of 5 and no more than 15. The directors shall be elected at an annual meeting, time and date to be designated by the Board of Directors for that purpose. To insure broad representation of all the various types of Advisory Councils on the Board of Directors, the Directors' positions shall be filled by persons representing the Advisory Councils and the general public in the following manner:

(Amended October 12, 1983 To wit: That, due to the departure from the Associated Recreation Council of the Performing and Visual Arts Advisory Councils; that positions number 5 and number 9, to this date reserved for the Arts, be changed to number 5 Community Center, and number 9 At Large.)

Persons shall be nominated to positions on the Board of Directors by a nominating committee made up of a chairperson from the Board and three members for the general membership of ARC. Inital selection of the Board of Directors shall be made by the Superintendent of Parks and Recreation. The term of office of each director shall be for three years. No more than one-third of the directors positions shall be filled by election in any year.

Section 1.06. Place of Meeting. Meetings of the Board of Directors shall be held at such place and time as may be designated from time to time by the Board of Directors and specified in the notice of the meeting.

Section 1.07. Annual, Regular, and Special Meetings; Notice. Annual meetings of the Board of Directors shall be held during the period 15 September - 15 October, (amended June 1991 to wit: Annual meetings of the Board of the Directors shall be held during the period 10 October - 30 October). A scheduled of regular meeting may be fixed by resolution of the Board, and no notice thereof other than the existence fo such resolution of the Board shall be required. Special meetings for any purpose may be called at time with 48 hours written notice.


Section 1.08. Quorum; Vote; Action Without A Meeting. A majority of the Board of Directors shall constitute a quorum for transaction of business. Except as provided in the immediately following sub-paragraphi, 1.09, the concurrence of a majority of Board members present at a meeting, at which a quorum is present, shall be an act of the Board of Directors. Any action that may be taken by Board members at a meeting may be taken without a meeting by unanimous consent of all Board members, evidenced by a memorandum and subscribed to in writing by all Board members, setting forth the action so taken and filed with the Secretary of the Associated Recreation Council,


Section 1.09 Special Actions. In order for the Board of Directors to act on any of the following matters, the concurrence of two-thirds of all members then in office shall be required. The notice of such meeting whether regular or special shall state any proposal to repeal or amend these By-Laws.

1. The appointment and removal of the person to serve as the Accounting Manager of the Associated Recreation Council, or by whatever title is given to him.

2. Any disposition of surplus funds.

3. Amendments to By-Laws.

4. A merger, consolidation, liquidation or dissolution of the Associated Recreation Council.


Section 1.10. Resignation. Failure of a Director to attend two of any three consecutive regular, (including the annual), or special meetings of the Board of Directors without submission, in advance of the second absense, or an excuse acceptable to the Executive Committee, shall automatically constitute a resignation from the Board of Directors.


ARTICLE II. OFFICERS

Section 2.01. Election of Officers. Officers will be elected by the Board of Directors at the first meeting following the annual meeting, such meeting to be held within ten days of the annual meeting.


Section 2.02. President. The President shall be the chief executive officer of the Associated Recreation Council and shall have general supervision over the business of the Associated Recreation Council, and over its several officers, subject, however, to the approval of the Board of Directors. He or she shall preside at all meetings of the Board of Directors. He or she may sign and execute in the name of the Associated Recreation Council deeds, assignments, mortgages, bonds, contracts, and other instruments duly authorized by the Board of Directors, and generally shall perform all dutes incident to the office of President and such other duties as may from time to time be assigned to him or her by the Board of Directors. He or shall shall, whever it may in his or her opinion by necessary, prescribe the duties of officers and employees of the Associated Recreation Council whose duties are not otherwise defined.


Section 2.03. Vice President. The Vice President shall assist the President in the performance of his or her duties and shall perform such other duties as may from time to time be assigned to him or her by the members of the Board of Directors or the President. At the request of the President, or in his or her absence or disability, the Vice President shall perform all duties of the President and, when so acting, shall have the powers of, and be subject to all restructions upon the President.


Section 2.04. Secretary. The Secretary shall:

1. Certify and keep at the principle office of the Associated Recreation Council the original or a copy of the By-Laws, as amended or otherwise altered;

2. Keep at the office of the Associated Recreation Council or such other place as the Board of Directors may order, a book of minutes of all meetings of the Board of Directors and members, recording therein the time and place of holding, whether regular or special and if special how authorized, notice thereof given, and the names of those present at meetings;

3. See that all notices are duly given in accordance with the provisions of these By-Laws or as required by law;

4. Be custodian of the records;

5. Exhibit at all reasonable times to requesting individuals upon application the By-Laws and the minutes of the proceedings of the Board of Directors of the Associated Recreation Council;

6. In general, perform all dutes of the officed Secretary and such other duties as may from time to time be assigned.


Section 2.05. Accounting Manager. The Accounting Manager shall be appointed by and under the authority of the Board of Directors and shall be responsible for the general direction of the day-to-day affairs and operations of the Associated Recreation Council, in accordance with policies laid down by the Board of Directors. He or she shall submitt to the Board any and all matters requiring their attention. Annually, and at such other times as may be required, he or she shall present to the Board of Directors any and all matters requiring their attention. Annually, and at such other times as may be required, he or she shall present to the Board of Directors reports upon the affairs of the Associated Recreation Council. He or she shall give bond to be borne by the Associated Recreation Council. The fiscal responsibilities of the Accounting Manager and the limitation upon his or her fiscal authority shall be established by the Board of Directors acting upon the general direction of the Superintendent of Parks and Recreation.


ARTICLE III. MEMBERS


Section 3.01. Members. Members of the Associated Recreation Council shall be limited to one representative from each officially recognized Advisory Council as recognized by the Superintendent of Parks and Recreation and such individuals as may be elected to membership of the Board of Directors by nomination. Members shall have full voting rights in the selection of the Board of Directors.


ARTICLE IV. PARLIAMENTARY AUTHORITY


Section 4.01. Rules of Order. The rules contained in the most recent edition of Robert's Rules of Order, Newly Revised, shall govern all meetings of the Associated Recreation Council where those rules are not inconsistent with the Articles of Incorporation or special rules of order of the Associated Recreation Council.


ARTICLE V. EXECUTION OF CHECKS AND DRAFTS


Section 5.01. Manner of Execution. All checks, draft and order for payment of money, or tranfer of property shall be signed in the name of the Associated Recreation Council by such officer or officers or agent or agents as the Board of Directors shall from time to time designate for that purpose.


Section 5.02. Authorization. The Board of Directors may, except as otherwise provided in the By-Laws, authorize any officer or agent to enter into any contract or execute any instrument in the name of and in behalfr of the Associated Recreation Council. Such authory may be general and confined to specific instances. Unless so authorized by the Board of Directors, no officers, agent or employees shall have any power or authority to bind the Associated Recreation Council by any contract or engagement, or to pledge its creadit or to render it liable for any purpose or for any amount.


ARTICLE VI. COMMITTEES

Much of the work of the Board of Directors shall be accomplished through the appointment and efforts of various committees.


Section 6.01 Standing Committees. The following Standing Committees shall be appointed annually, and each Committee shall be chaired by a member of the Board of Directors. In lieu of appointment of such Committees, the Board of Directors may act as a Committee of the Whole responsible for that Committee's function.


Any Director may attend meetings of any Standing Committee, however, only those Directors appointed to a Standing Committe by the President shall have the vote at meetings of that Standing Committee.


The organization of each Standing Committee, including any sub-committee structures, shall be determined by the respective Standing Committee members and approved by the Board.


Responsibilities of each Standing Committee shall be determined and assigned by the Board. The areas of responsibility for each Standing Committee shall include:


1. The Executive Committee shall consist of all of the elected officers of the Board of Directors and shall:

a. Act as advisory to the President, and assist as necessary, in the general supervision of the business of the Associated Recreation Council;

b. Consider and propose changes to the policies and procedures of the Associated Recreation Council, including but not limited to changes in the By-Laws; and,

c. Act in concert, at the direction of the Board, to finalize decisions on such as equipment purchases, service contracts, and other decisions as specified by the Board;

d. Develop and recommend long-range plans to achieve the purposes of the Associated Recreation Council.

2. The Budget and Finance Committee shall:

a. Draft the Board's annual operating budget; and,

b. Consider and recommend changes to the wage schedules of the employees of the Associated Recreation Council.

Section 6.02. Ad Hoc Committees. Committees shall be formed from time to time under authorization of the Board to deal with a specific purpose or situation. Each Ad Hock Committee shall be chaired by a Director and may consist of other Directors and/or members as the President shall name.

Any Ad Hoc Committee created by the Board shall be automatically dissolved at the time of the Board's Annual Meeting unless its continuation is explicitly re-authorized by the Board.