Bylaws of the
Seattle Coalition for Affordability, Livability & Equity
Article 1. Purpose
The purpose of the Seattle Coalition for Affordability, Livability & Equity (“SCALE” or “Coalition”) is to appeal the Environmental Impact Statement for the City of Seattle’s (City) Mandatory Housing Affordability ordinance (“MHA”), and to ensure the City has properly analyzed the significant impacts and alternatives for achieving the important goals of affordability, livability and equity for all in the City of Seattle. In particular, the Coalition seeks to ensure the City’s legislative process on such matters is procedurally and substantively inclusive, and made with a proper regard for the specific conditions and impacts reflected at the neighborhood level, and in the neighborhood plans, until the end of legislative action by the City Council on the up-zones (of 27 urban villages and other areas) and other land use code amendments that complete the MHA (CB 119184 or as replaced).
Article 2. Offices
The principal office of the Coalition shall be determined by the Board of Directors (“Board”). The Coalition may conduct business at other locations as determined by the Board for the good of the Coalition.
Article 3. Membership and Board of Directors
The Coalition shall have as Members each organization named in the appeal of the Mandatory Housing Affordability Final Environmental Impact Statement (“FEIS”) filed November 27, 2017 (Hearing Examiner No. W-17-010, also known as “the Appeal”), and those additional organizations who the Coalition approves for Membership under section 3.2. Each Member organization shall designate a Delegate for the purpose of representing their organization in the Coalition and may designate up to two Alternates if they choose. Each Member shall have a single vote on matters subject to a vote of the Membership.
Groups and individuals wishing to support the Coalition may volunteer as “Friends of SCALE.”
The manner of appointment/recognition, the qualifications and rights of the Friends or any new body related to SCALE may be established informally or formally by amendment to these Bylaws.
3.2 New Members
The Coalition invites and encourages the support and participation of any organizations who are interested in supporting the Coalition’s stated objectives and the Appeal. An organization wishing to become a Member of the Coalition may ask for a nomination from any Coalition Member. Upon nomination, a designated representative of the proposed Member will be encouraged to introduce themselves at the next Board meeting, to confirm their support for the Appeal, and to explain their interests in joining the Coalition. Thereafter, the proposed Member may be excused from the meeting to allow deliberation for a vote of approval. The decision to add a new Member organization shall be based upon a 2/3 vote of the Membership [option: 2/3 of those present with a quorum?] and may be reasonably conditioned to ensure the Member’s sincere and authentic commitment to the Appeal.
Article 4. Board of Directors Structure; Board and Committee Meetings
4.1 General Powers
The affairs of the Coalition shall be managed by a Board of Directors.
The Board shall consist of Delegates of the Members named in the Hearing Examiner appeal of the MHA EIS filed November 27, 2017, consolidated under HE No. W-17-006, together with Delegates any new Members under Article 3.2. Each Member shall have a single vote on matters subject to a vote of the Membership. Alternatives may exercise voting rights in the absence of Delegates. In these bylaws, voting Delegates or Alternates at a meeting is also called Directors.
4.3 Regular Board Meetings
The Board shall meet monthly on a regular basis. Additional Board meetings can be called by the Officers. All Board meetings are open to all volunteers of Member organizations, unless they have been otherwise excluded from attending.
4.4 Electronic Participation in Board and Committee Meetings
Board and Committee volunteers may attend Board meetings by telephone, Skype or any other similar equipment, provided that as required by RCW 24.03.120 “all persons participating in the meeting can hear each other at the same time.” The request must be made reasonably in advance of the meeting to allow arrangements for participation to be made.
4.5 Place of Meetings
All meetings shall be held in Seattle.
4.6 Meeting Notice
The President or Secretary or designee must provide to all Members and Directors at least ten days in advance of each board and membership meeting at least one electronic notice of the date, time, and place of meeting(s). To the extent reasonably possible, a draft agenda along with draft minutes of the previous meeting shall accompany the notice or be provided later but still prior to the meeting.
4.7 Electronic Participation
Directors may attend board meetings for quorum and voting purposes by telephone or other electronic equipment, provided that “all persons participating in the meeting can hear each other at the same time.” RCW 24.03.120. The request must be made reasonably in advance of the meeting to allow arrangements for participation.
4.8 Quorum for Board
A simple majority of Member’s Directors shall constitute a quorum to conduct Board business. [Option: Members who notify the Board prior to the meeting that they will not be represented at a meeting, with the notice accompanied by a request that their absence shall not affect the presence of a quorum, shall not be counted as a Member for purposes of determining whether a quorum is present.]
4.9 Decision Making
The Board shall make decisions within the scope of its authority and record such decisions in meeting minutes, subject to the following procedural and substantive conditions:
- Membership meetings and Board meetings shall be conducted according to Roberts’ Rules of Order, Newly Revised.
- For matters of substance, such as amending the Bylaws, adopting vision, mission, goals, objectives, strategy, managing assets and other matters of a similar nature, Board meetings shall use motions as described in the Roberts’ Rules of Order.
- Directors who dissent or abstain may file in writing their reason(s) for doing so with the Secretary.
- For matters where there appears to be general agreement, the Board meetings will ask for verbal general acclimation/agreement to the matter. Where there is no general acclimation/agreement, discussion and recorded voting follows.
- For matters affecting ultimate resolution of the MHA appeal, the Board shall strive for consensus, with a minimum of 2/3 of Members being present. In the absence of consensus, such decisions must be approved by a 2/3 vote of all Members. If a decision must be made in order to prevent significant adverse impacts to SCALE’s legal position, and the Board is unable to make a decision, the Executive Committee shall be authorized to make a decision by 2/3 vote.
4.10 Resignation and Replacement
Any Member Delegate or Alternate may resign with an effective date by delivering a written or email notice to the President with a copy to the Board email list. If both resign, the organization will provide a replacement Delegate to the Board.
For good cause, the Board, by resolution and a recorded vote, may remove from elected office any Member’s Delegate or Alternate, or Officer, and can remove any Committee volunteers or Representatives of Organizations. Said individual shall be provided in writing a notice of at least four days of the meeting at which a vote may possibly be taken, along with its proposed basis, and shall have the right to be present. Removal of a Committee volunteer shall not be considered unless the Committee has held a recorded vote recommending the individual’s removal, at a meeting at which he or she has been given the opportunity speak in their behalf, and has received in writing a notice of at least four days of the meeting at which such a vote may possibly be taken, along with its proposed basis. All proposed removals shall be addressed by due process and with an effort to be fair to the accused, and with efforts made at conflict resolution before charges are brought.
Before voting on the resolution, the person proposed to be removed, and the Board Chair, shall both be provided with an opportunity to state their respective positions on the proposed removal.
If the vote is to remove said Board Delegate, Alternate. or Officer, he or she may be replaced by their Member organization to represent it on the Board. Any Organization whose Committee volunteer or Organization Representative has been replaced may appoint a new person of their choosing to allow continued representation for the Organization.
If the cause for removal relates to the organization of origin’s behavior, said organization forfeits the right to replace said Board Delegate or Alternate.
4.12 Board Committees
4.12.1 Executive Committee
The purpose of the Executive Committee is to provide continuity and ensure work is appropriately accomplished in between meetings. The Executive Committee shall consist of the Officers plus two other Member representatives elected by the Board. No Member shall have more than two representatives on the Executive Committee. [Option: Only one, or only one can vote.]
The Executive Committee can convene an emergency meeting to make key decision(s) that have no previous Board guidance and any delay would result in adverse impact on SCALE. Said meeting must have a quorum and any decision must be unanimous to take effect consistent with RCW 24.03.465.
4.12.2 Standing Committees
The Board shall establish Standing Committees which shall consist of one or more Directors, and other Member organization representatives who are willing to serve. The delegation of work shall not relieve the Board and the participating Director(s) from responsibility and accountability. Standing Committees of this Coalition are:
Legal Committee, comprised of one representative or alternate of each Member organization in the Coalition, who are responsible for coordinating on the Appeal with the Coalition’s outside attorneys, and addressing issues of legal strategy and coordination of issues. As some committee volunteers have filed their own appeals in this Hearing Examiner case, the committee should give equal emphasis to the interests and ideas of Member groups for whom SCALE’s is their only appeal. Membership on the Legal Committee is conditioned on each Committee volunteer’s commitment to maintaining strict confidentiality and preserving the Coalition’s legal right to attorney client and work product confidentiality. A volunteer’s failure to maintain confidentiality, will prompt a request by the President to request a replacement from the Member organization.
Public Relations (PR) Committee, comprised of volunteers from the participating Member organizations and other volunteers, who are responsible for (a) ensuring proper development and delivery of Coalition messaging and information; (b) developing a communications strategy, tools and public events for the Coalition, (c) delivering relevant training; and (d) maintaining a document file of tools for the use of the Coalition.
Fundraising Committee, comprised of volunteers who are responsible for (a) recommending and implementing fundraising strategies to meet the needs of the Coalition for legal fees and other expenses; and (b) coordinating Member fundraising who can access and forward/promote Coalition fundraising appeals.
Finance Committee, comprised of the President, the Treasurer and one other Director who are responsible for (a) reporting monthly on finances to the Membership; (b) reviewing financial records; (c) recommending payment for expenses greater than $1,000 to the Membership; and (d) who are responsible for such state and IRS filings as may be legally required.
Administrative Support shall be provided by Coalition Member Seattle Fair Growth, a separate Washington State nonprofit. As designated by the Board and agreed upon, it will be responsible for (a) receiving funds and paying bills on behalf of the Coalition, with full transparency of transactions; (b) providing administrative support services including website, social media, meeting arrangements, email list maintenance, printing and banking.
4.12.3 Ad Hoc Committees
Ad Hoc or time limited Task Forces with specific objectives may be established by the Board and operate similarly with Standing Committees.
4.12.4 Manner of Acting
A Board member shall serve as Committee Chair. The Committee Chair shall lead the committee volunteers to consensus.
4.12.5 Resignation from Committee
Any Committee volunteer may resign at any time by delivering written notice to their Committee Chair.
The Directors shall receive no compensation for their service as Directors but may request reimbursement for reasonable expenditures incurred on behalf of the Coalition.
Article 5. Board Officers
5.1 Number and Qualifications
The Board Officer positions include the President, a Vice President, a Secretary and a Treasurer, each of whom shall be elected by the Board, preferably from among its Members. Any two or more offices may be held by the same person, except the offices of President and Secretary.
The Board may establish other officer positions by amending the Bylaws.
5.2 Election and Term of Officers
The successor Officers of the Coalition shall be elected on an annual basis.
Any Officer may resign at any time by delivering an email notice to the Board of Directors’ email list.
Officers may be removed from office under the provisions of Section 4.11.
The President shall be the chief executive officer of the Coalition, and, subject to the Board’s control, shall supervise and control all of the assets, business and affairs of the Coalition. The President or his/her designee shall preside over meetings of the Board. The President may sign contracts or other instruments, except when the signing and execution thereof have been expressly delegated by (a) the Board; or (b) by these Bylaws to some other officer or agent of the Coalition; or (c) as otherwise required by law. The President shall also perform all other duties as assigned to him or her by the Board from time to time.
5.6 Vice President
When the President is not available or as he/she has designated so, the Vice President shall perform the duties of the President, except as may be limited by resolution of the Board. The Vice President shall perform other duties as assigned to him or her by the President or by the Board from time to time.
The Secretary shall: (a) keep the minutes of formal votes at meetings of the Board and file minutes which may be maintained by committees of the Board; (b) see 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 Coalition; (d) keep records of the post office address, phone number and preferred email address of each Board Member, Director, and officer; and (e) in general perform or delegate 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 or the Board.
The Treasurer shall have charge and custody of, and be responsible for all funds of the Coalition by (a) writing financial reports, to include total amounts donated within the same month of donation, as well as cumulative donation amounts; (b) ongoing maintenance and updating of an Excel spreadsheet with specific donation amounts, dates of donations, check numbers if applicable, donor names and donor neighborhoods, as well as any other relevant donation information. Information on this spreadsheet will be made available (1) to any donor requesting information about their own donation; (2) to any Board member requesting information about donations made from their own neighborhood; (3) to any Officer requesting information about donations; (4) to any other person or entity legally entitled to donation information; (5) requested donation information will be made available within two business days of the request; (c) making recommendations; (d) coordinating at least weekly with Seattle Fair Growth, the designated fiscal agent for banking purposes to receive and give receipts for moneys due and payable to the Coalition from any source whatsoever; (e) deposit at least weekly all Coalition designated moneys to banks, trust companies or other depositories selected in accordance the provisions of these Bylaws; (f) working with any appointed bookkeeper to mutually obtain and share timely donation records; and (g) perform all duties incident to the office of Treasurer and other duties assigned to him or her by the President or the Board from time to time.
The Officers shall receive no compensation for their service as Officers but with prior authorization may receive reimbursement for reasonable expenditures incurred on behalf of the Coalition.
Article 6. Advisory Board
The Board of Directors may appoint an Advisory Board of two or more persons to provide advice and assistance to the Board. Members of the Advisory Board may be invited to meetings of the Board but shall not be entitled to vote or exercise other powers of a director of the Coalition; provided, however, to the extent permitted by law, members of the Advisory Board shall be entitled to the same limitations on liability and rights to indemnification as directors of the Coalition. The Board of Directors may determine by separate resolution the operational rules which shall govern the Advisory Board. Advisory Board members may be removed at any time, with or without cause, by the Board.
Article 7. Conflict of Interest
Directors who receive any compensation for services in any capacity directly or indirectly, from the Coalition may not vote on matters pertaining to his or her compensation.
7.2 Actual and Appearance of Conflict of Interest
Directors, Officers, and Committee volunteers shall disclose to the Board and to their Committee any financial and/or legal interest which they in person or via their organization directly or indirectly have as a party to a transaction or decision that is under consideration by the Board or Committee. Where financial interests are involved, the interested Director, Officer, or Committee volunteer shall recuse him/herself from discussion and abstain from any voting on the transaction. Where a potential conflict with an outside legal action is involved, the Director, Officer, or Committee volunteer shall discuss the potential conflict with the Board or Committee and, based on discussion with them, shall either fully recuse, participate in discussion but not in the vote; or participate in discussion and in voting.
Article 8. Administrative and Financial Provisions
No loans shall be contracted on behalf of the Coalition and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.
8.2 Loans or Extensions of Credit to Officers and Directors
No loans shall be made, and no credit shall be extended by the Coalition to its Officers or Directors.
8.3 Checks, Drafts, Etc.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Coalition shall be signed by such officer or officers or agent or agents, of the Coalition and in such manner as is from time to time determined by resolution of the Board.
All funds of the Coalition not otherwise employed shall be deposited from time to time to the credit of the Coalition in The Seattle Fair Growth BECU accounts, whose bank records shall be available to Directors or Officers upon request.
8.5 Books and Records
The Coalition shall keep at its principal or registered office copies of its current Articles of Incorporation and Bylaws; correct and adequate records of accounts and finances, minutes of the proceedings of its Boards and any minutes which may be maintained by committees of the Board; records of the names and email addresses of its officers and Directors, and such other records as may be necessary or advisable.
8.6 Accounting Year
The accounting year of the Coalition shall be the 12 months ending in December.
8.7 Rules of Procedure
The rules of procedure at meetings of the Membership, Board and committees of the Board shall be rules contained in Roberts’ Rules of Order on Parliamentary Procedure, Newly Revised, so far as applicable and when not inconsistent with these Bylaws or any resolution of the Board.
To supplement guidance from the bylaws, the Board may adopt policies regarding SCALE’s governance and management, provided that Member group representatives shall receive at least ten days’ prior notice and the draft to be considered, and provided that the Board shall give due consideration to comments received from Member group representatives about the proposals.
The Coalition will not discriminate against any person on the basis of race, creed, national origin, economic means, age, disability, gender, or sexual orientation.
Article 8a. Indemnification
Every Director, Officer, Member, and Committee Volunteer of the Coalition, and such others as may be specified from time to time by the Board of Directors, shall be indemnified by the Coalition against all liabilities, judgments, awards, costs and expenses, including without limitation, counsel fees, imposed or reasonably incurred in , or in connection with, any proceeding to which he or she may be a party or become involved by reason of being or having been a director, officer, member, or committee volunteer of the Coalition, or in any settlement thereof made with the consent or approval of the Board of Directors, except in such cases where the director, officer, member, or committee volunteer is adjudged guilty of willful misfeasance, misconduct, or nonfeasance in the performance of duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified person may be entitled.
Article 9. Amendments
These Bylaws may be amended: (1) at any meeting of the Board by the vote of 2/3 of the number of Directors, provided that all Directors are given at least ten days’ notice in writing or by email; or (2) at any meeting of the Membership by the vote of 2/3 of the Membership, provided that all Members are given at least ten days’ notice in writing or by email; or (3) at any meeting of the Board by a unanimous vote (meaning the absence of a “no” vote) of Directors who are present with at least 2/3 of Members being represented. A reasonable effort will be made to provide beforehand the text of the proposed amendments.
Edited by Frank Fay for Styles and formatting on November 3, 2018.
Edited by David Ward through March 26, 2018.
Version prepared by Toby Thaler based on all available notes from decisions made at the March 5, 2018 meeting. Edited to make numbering, cross references, and naming consistent. Highlighted sections are those that he does not believe have been decided yet. Note that under the previously adopted version of Article 9, he doesn’t think Board can adopt this version on March 26, 2018 due to lack of 10 days’ notice with the language proposed. He recommends adding a new “(3)” phrase to Article 9 to enable unanimous amendment in the future.