Article I
Name and Purpose

Section A Name
The name of the organization shall be Upper Bear Creek Community Council; and shall be referred to as UBC in these by-laws.

Section B Purpose
The purposes of UBC is to represent the residents, business owners, and property owners of the Upper Bear Creek area in their dealings with the government of King County and other entities with respect to issues affecting them and their property.

Article II
Composition and Membership

Section A
Area of Representation/Boundaries

The area to be served by UBC is generally the Upper Bear Creek water-shed, as described below: Actual description: Starting at NE 124th and Red-Wood Highway, bounded on the west by the Red-Wood Highway, going north to NE 145th, along the city limits of Woodinville, then north on NE 140 Pl. to Snohomish County line. Snohomish County on the north. Bounded on the east by West Snoqualmie Valley Road going south to NE 145th. Bounded on the south by NE 145th (if extended) west to Bear Creek Road, south on Bear Creek Road to NE 132nd, west to Avondale, south to NE 128th, west to Red-Wood Highway, representing a portion of unincorporated King County.

Section B
Individual and Organizational Memberships

UBC is a voluntary organization composed of residents, businesses, organizations, local organizations, and local government representatives. Discrimination against any person or group on the basis of race, religion, color, sex, sexual orientation, disability, national origin, income, political affiliation, or other legally protected classification shall not be allowed.

Individual membership shall be open to all individuals interested in the purpose of UBC.
Members must have their primary residence, own property, own a business, belong to an organization, or represent a government agency within the Upper Bear Creek Community Council boundaries.

Each individual member, 18 and older, shall be entitled to one vote. An annual voluntary donation of $10. for operational funds is suggested.

Article III
General Meetings

Section A General Meetings
General meetings, open to all members and interested visitors shall be held at least annually; time and place as designated and publicized by the Board of Directors (the "Board") (See section C-Annual meetings)

General membership meetings shall be held on a regular basis, at a regular time, at a place determined by the Board.

Section B Annual Meetings
An annual meeting of the UBC shall be held at approximately the same time each year, in the month of October. The date and time shall be set by the Board of Directors. Notice shall be given concurrently with notice of the immediately-preceding general membership meeting or earlier. The purpose of the annual meeting shall to be hear the annual reports, to receive nominations for and elect new members of the Board of Directors, to vote on proposed amendments to these by-laws, and to conduct such other business as may properly come before it.

Section C Special Membership Meetings
Special Membership meeting may be called by the Board. The Board will provide at least 7 days of public notice in advance of Special Meetings.

Section D Meetings of the Board of Directors
The Board shall meet not less than once each quarter. The time and place of the meetings shall be determined by the President. Special meetings of the Board of Directors may be called by the President. The President shall call a special meeting of said Board upon request of at least four members of that Board. UBC intends that all meetings be open and public and all persons shall be permitted to attend any meeting, except as otherwise provided by the Open Public Meetings Act, RCW 42.30. No member of the public shall be required to register their name or other information, pay a fee, or otherwise fulfill any condition precedent to attendance at any public meeting of the Council. All meetings and procedures are to be governed by Robert's Rules of Order, Revised.

Section E Meeting Notices
Notice of Annual Meetings will begin to appear in the local newspaper at least three months in advance of meetings and contain meeting time, location and subject matter. See article IV, Section D-Elections. Meeting notices will be posted in local public places such as the Library and Community Center. Special Membership meetings will have two weeks advance notice in local paper.
It is the intent of the Board of Directors to meet monthly on the second Tuesday of each month in the Cottage Lake Community Center. Notice to that affect will be given to the local paper.

Article IV
Board of Directors

Section A Responsibilities of Board or Directors-Policy and Management
Policy: The Board shall develop short-range and long-range goals to help UBC fulfill its mission, decide priorities for spending funds, evaluate programs and its own performance, and represent and promote the Upper Bear Creek Community Council. Each Board of Director member will contribute to the running of the Council. Management: The Board shall be responsible for drawing up the budget, planning and/or supervising fund raising, ensuring that expenditures are kept within the budget and that projects are carried out on schedule, and ensuring that financial records are kept.

Section B Responsibilities of Individual Board Members
Responsibilities of Individual Board Members. In addition to attending UAC meetings, Board members must actively contribute to the operation of the UBC. This contribution may include, but is not limited to, heading UAC committees and performing the duties of an Officer. The Board may also choose to recognize active contributions to other community groups within the boundaries of the UBC.

Section C Composition
The Board shall consist of 7 members, including officers (Executive Committee, all members at large), and standing committee chairpersons. There may be no more than two ad-hoc members appointed by the President and approved by the executive committee. An Executive Committee will include the President, Vice-President, Secretary, and Treasurer. Board members must meet membership requirements.

Section D Elections
Election of Board members shall take place at the annual meeting in October, at a time and place which the Board will designate.
a. The election meeting will be organized and directed by a nomination and election committee.
b. The committee shall include all those board members who are not standing for election and one non-member, who is not standing for election.
c. Starting at least 90 days before the election date, the committee shall publicize the election in the community and seek out interested members of the community to run for those board positions open for election.
d. The committee shall publicize a slate of candidates at least 30 days before the election.
e. The chair of the nominating committee shall be selected by the committee from among its own members.
f. Members may offer to serve by written notification to the board at least 7 days before the annual meeting.
g. Board members will be elected by simple majority of those voting members attending the annual meeting.

Section E Term of Office
Members of the Board of Directors shall serve a two-year term. Efforts will be made to stagger terms of office to ensure continuity of the Board of Directors. All terms of office shall begin the first day of the membership year. The membership year is from April 1 of a calendar year through March 31st of the following calendar year.

Section F Quorum
A quorum of the Board of Directors shall be a majority of its current membership. However, the Board may conduct its business if there are present two UBC officers and at least three more Board members. A quorum exists when a majority of currently elected Board members meet.

Section G Removal/Vacancies
1. An officer or member of the Board of Directors may be removed for conduct detrimental or prejudicial to UBC, or for failure to meet their responsibilities as defined under this Article. The member may be removed by a two-thirds vote of the Board of Directors, provided that notice of such contemplated action shall have been sent to the member to be removed at least 30 days prior to the meeting at which the vote of removal is to take place.
2. An officer or member of the Board of Directors may be disqualified and removed for missing three consecutive meetings. A simple majority vote of the Board of Directors shall be required to remove a director for this cause.
3. The Board of Directors shall have the power to fill vacancies by a majority vote. Board members so appointed shall serve the remainder of the unfulfilled term.

Article V

Section A: Officer Designation
The officers of the Upper Bear Creek Community Council shall be: President, Vice- President, Secretary, and Treasurer. Officers will be selected from the Board, by the Board at the first board meeting following the annual meeting.

1. President: The duties of the President are to preside at all meetings of UBC and its Board of Directors, prepare the agendas for such meetings, report actions of the Board of Directors, be the official spokesperson for UBC, convene special meetings as provided in these By-laws, and appoint special representatives. The President shall enforce these By-laws and be responsible for decorum at all meetings. The President shall be a member of the Executive Committee.
2. Vice-President: The duties of the Vice-President shall be to serve in the absence of the President, to develop and encourage broader membership participation, and to organize special projects and functions. The Vice-President shall be a member of the Executive Committee.
3. Secretary: The Secretary shall notify the members of next meeting date, time, and location. The Secretary shall maintain a list of member's names, addresses, and telephone numbers. Minutes of each UBC meeting shall be maintained by the Secretary, with a summary of actions taken and assignments made ready to be presented at subsequent meetings. The Secretary shall perform such duties as may be assigned by the President and Executive Committee and shall be a member of that Committee.
4. Treasurer: The Treasurer shall receive and disburse funds as instructed by the Board of Directors and UBC in accordance with laws and regulations relating to non-profit organizations. The Treasurer shall file appropriate reports of the financial position of UBC at each meeting and arrange for an annual financial audit , making the financial records available for public inspection. The Treasurer shall be a member of the Executive Committee.

Article VI

Section A Committee Designation
The committees of UBC may include standing committees and ad-hoc committees.
Each chairperson of a standing committee shall be a member of the Board of Directors
Ad-hoc committees may be appointed by the President with approval of the Board of Directors to respond to special, limited needs of UBC.
A nominating committee of three will be appointed by the Board 90 days before an election meeting, to find members willing to serve as Board members. Members may offer to serve by written notification to the board at least 7 days before the annual meeting. ( see Article IV section D)

Article VII
Conflict of Interests and Ethics Rules

1. Conflicts of interest. Members of the Board of Directors shall not participate in any discussion or decision in which the Board member, any member of their immediate family, or any partner or close business associate, has a material financial interest in the issue being discussed or decided. 2. Gratuities. No member or employee of the Council may accept any gift, favor, loan retainer, entertainment, or other thing of value when such acceptance would conflict with performance of the member's or employee's duties, or would give rise to the appearance of such a conflict. 3. Definitions:
Immediate family members include spouse, domestic partner, dependent children, other dependent relatives, and other dependent members of the same household. A conflict, or apparent conflict of interests shall be deemed to exist any time a reasonable and prudent person would believe that a thing of value was given for the purpose of obtaining special consideration. Participation in a discussion or decision includes any discussion of an issue or matter between Board members, whether in a session or not. The presence of a Board member during any discussion or deliberation shall be deemed to constitute participation, except that a Board member may participate in any public meeting or session of the Council as set forth below. 4. Discussion of Issues: A Board member having a conflict of interest, as described above, may at any public meeting of the Board or a committee, after disclosing the conflict to those present, observe the discussions and deliberations of the Council, and speak from the audience in the same manner as any member of the public who is present.

Article VIII

These by-laws may be amended by a two-thirds vote of the entire Board of Directors or by a two-thirds attending vote at any General Membership meeting, providing that the proposed changes to the by-laws are submitted in writing for discussion at a meeting of the Board of Directors 30 days prior to consideration for adoption, and providing that notice has been given to the membership at least ten days prior to the meeting for consideration of the proposal.

Adopted by Upper Bear Creek Community Council, an Unincorporated Area Council of King County Washington this 9th day of March, 1999.

Prepared by the Organizing Committee:

Bob McCormick
Chuck Eberhart
Nancy Stafford
Steve Gallagher
Kevin Coughlin
Bong StoDomingo, Community Services Representative
Maria Cain, King County Council, Committee for Unincorporated Affairs
Dana Tonkin Chapman, Legislative Aide to King County Councilmember Louise Miller