The following are the bylaws of the West Seattle Transportation Coalition. The Interim Board completed work on these after substantial discussions and research, and had a first vote on their completion on November 26th, 2013. These by-laws shall go live and into effect upon one final Board vote and signature ratification by the Interim Board on December 10th, 2013.
By-Laws of the West Seattle Transportation Coalition
Article I: Name
a) The name of the organization shall be the West Seattle Transportation Coalition and shall be referred to herein as WSTC.
b) The WSTC was founded in a public meeting on September 24th, 2013, at the High Point Neighborhood House at 6400 Sylvan Way SW in Seattle, Washington, by unanimous consent of all present.
Article II: Purpose
The West Seattle Transportation Coalition is dedicated to advancing and improving all transportation modes to benefit the West Seattle Peninsula. The Coalition will accomplish this by:
a) Securing the support of the residents of the Peninsula.
b) Engaging elected officials at all levels to advance the betterment of transit and transportation.
c) Partnering with agencies to achieve the best outcomes for the Peninsula.
d) Engagement with businesses, community groups, special interest groups and individuals for recruiting into the coalition, education, and to collect feedback for the coalition to act upon.
Article III: Geographical Boundaries
The West Seattle Peninsula represented by the WSTC is a geographical landmass to the west, south, and southwest of the mainland and contiguous body of Seattle. It is bounded on maps, in a clockwise fashion:
a) To the north by Puget Sound and Elliot Bay;
b) To the east by the Duwamish River and State Route 509;
c) To the south by the border of the City of Burien;
d) To the west by Puget Sound.
e) These boundaries are subject to change, according to the wishes and interpretation of the community, the WSTC Board, potential future southern annexation of King County areas by the City of Seattle, and other considerations.
Article IV: Meetings
a) General membership Meetings of the WSTC shall be held on at least a quarterly basis.
b) All general membership Meetings shall be open to the public and announced ahead of time.
Article V: Nondiscrimination and Affirmative Action
a) The WSTC encourages participation by all its members.
b) The WSTC strives to provide opportunities for all interested parties to participate free from discrimination on any basis.
c) The WSTC shall be a non-partisan organization.
Article VI: Representational Authority
a) The authority of the WSTC derives from the West Seattle Peninsula Community.
b) The WSTC strives to represent all areas of the Peninsula on transportation matters.
c) An individual or organization may endorse the WSTC to represent them and may withdraw that representational authority at any time.
d) The WSTC, in turn, serves as an additional transportation and transit issues representative and advocate, to the City of Seattle, King County, State of Washington, and United States of America Federal authorities.
Article VII: Coalition Membership
1. Coalition Members:
a) All persons residing or working within the peninsula boundaries, as defined in Article III, or who are members of groups, organizations, companies, or institutions within the boundaries, are eligible for membership.
b) All members who have attended and signed into at least one prior General Meeting in the proceeding calendar year may vote in Coalition Board elections in May.
2. Coalition Board:
a) The Coalition Board shall be referred to as the “Board” in this document.
b) Board membership must be vetted and approved by a public vote in a WSTC General Meeting.
c) During normal business, the Board shall decide and vote upon matters as needed.
d) The Board shall reflect the neighborhood, organization, and business diversity of West Seattle.
e) All Board members shall serve actively on at least one of our Committees.
f) A quorum of the Board shall be greater than fifty percent of the Board.
a) Board Officers must be vetted and approved by a public vote of the Board in a WSTC General Meeting.
b) The Board and Officers as elected and appointed representatives of the WSTC shall have the authority to act on behalf of the WSTC in the event an issue cannot be brought before a regularly scheduled General Meeting of the WSTC. The Chairpersons shall report on all actions of the Board at each meeting and communicate such actions out to members as soon as possible.
Article VIII: Elections of the Coalition Board
a) Elections for Board members shall be held annually in a May General Meeting, beginning in 2014.
b) To be eligible for a Board position, the individual must qualify as a Member under Article VII, section 1A.
c) Nominations and declarations of candidacy for board member and officer positions shall take place no later than March 15th of every year. By this March deadline, the candidate must be present at a public General Meeting to declare, and they shall announce which numbered Board position they desire; which Officer role if any is desired; shall provide a written candidate statement for publication of no more than 500 words; and a photograph for publication.
d) The WSTC shall publicize candidates no later than April 1.
e) Voting shall occur in the May General Meeting of each year. New Board members take office in June. Preceding terms end in June.
f) Voting shall be by secret ballot. At least two individuals not up for office shall count votes.
g) Each Board position in the initial 2014 elections shall be numbered, beginning with 1.
h) Elections for odd numbered Governing Board positions shall be held in odd numbered years. Elections for even numbered Governing Board positions shall be held in even numbered years.
i) Board terms shall be 2 years, except from the initial 2014 elections, where odd numbered positions shall be 1-year terms.
j) There shall be eleven board positions, numbered 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, and 11. They do not need to all be filled at all times but the Board shall make constant efforts to hold all 11 filled, with elections as needed. The number 11 reflects the number of initial volunteer interim board members in our inaugural September 2013 meeting.
k) A majority vote of voting Members present in the May General Meeting shall determine election.
l) Should a board member leave the geographical boundaries and Membership status as defined in these By-Laws, they will step down.
m) The WSTC shall have the duty to publicize the nominees for office, and the date, time and place of the annual election meeting.
n) From the time period of September 2013 to May 2014, an interim volunteer Board shall serve, appointed by unanimous consent at the founding meeting of the WSTC.
o) The interim board shall ratify these initial By-Laws, obtain signatories and endorsements from within the boundaries, elect interim Officers if required, and conduct normal business of the WSTC until the first permanent Board elections in May 2014. All members of the interim Board in good standing may also continue on as permanent Board members or officers if elected.
p) In the event a vacancy occurs in one or more of the Board positions, otherwise eligible candidates may be voted upon by the membership to fill the duration of a term. Prior to a backfilling election, the vacancy must be announced at least 30 days prior. The WSTC shall announce the new candidate(s) 30 days prior to the date of their election.
Article IX: Coalition Officers
1. Titles and Duties:
a) Chair: The Chairperson will preside at all General Meetings; call regular and special meetings as needed, prepare agendas for such meetings, and serve as an ex-officio (non-voting) member of all committees. The Chair will maintain momentum of programs initiated by the WSTC and perform such duties that the WSTC assigns.
b) Vice Chair or Co-Chair: In the absence or inability of the Chairperson to perform their duties as set forth in these By-Laws, the Vice Chair shall assume all duties and privileges of the Chair. The Vice Chair will maintain momentum of programs initiated by the WSTC and perform such duties that the WSTC assign. The Chair and Vice-Chair between them will determine each year if they will serve as a pair, or with one as primary Chair.
c) Secretary: The Secretary shall keep minutes of all General Meetings and notify the membership of the next meeting date, time and location. The Secretary shall maintain a list of active members names, addresses, telephone numbers and email addresses.
d) Treasurer: The Treasurer shall be responsible for all monetary matters of the WSTC. This officer shall be bonded in an amount to be set by the Board. The Treasurer shall receive and disburse funds as instructed by the Board, and report the financial position of the WSTC to the Board at each General Meeting of the WSTC. A quarterly update on all financials shall be presented through the Treasurer to the Public.
e) The Board, as needed, has the discretion to appoint a Vice Secretary and Vice Treasurer on a yearly basis. As with the Chair roles, the Secretaries and Treasurers will decide if one will serve as primary or if they will fully share the duties.
2. Election of the Coalition Board Officers
a) All Officers must be Board members.
b) Board members shall elect their Officers by simple majority vote.
c) Officers shall serve 1-year terms. Terms will run from June to June.
d) Election of Officers shall be done by secret ballot.
e) Should an Officer resign, or be unable to fulfill their role, the Board shall replace them by the next General Meeting by the Board.
3. Recall of a Board member or Officer
a) A super-majority of the Membership at a regularly scheduled meeting can initiate a recall election of any Board member. A simple majority may call for such an action. In the next public General Meeting to follow, a recall vote shall be had, where a two-thirds of the present membership may complete the recall.
Article X: Committees
The WSTC shall form and operate Committees as needed to accomplish the work it conducts. Any standing Committees shall be formed and voted on by the Board. All standing Committee Chairpersons shall be members of the Board.
The following standing Committees shall guide the Board as examples:
a) Communications Committee: Manages the WSTC’s online presences; conducting annual/bi-annual Issues Surveys; writing press releases; managing and facilitating communications between other advocacy groups.
b) Nominations Committee: Works with the WSTC Board and Membership to identify and recruit board and group members.
c) Action Committee: Meets with officials (elected and otherwise); agencies; goes to and holds rallies; engages directly with whomever is required for the West Seattle Peninsula to get commitments for solutions.
Article XI: Parliamentary Authority
a) When required, such as elections, changes to By-Laws, recall, and dissolution, or as called for by the Chair or by two board members, the rules contained in the current edition of Robert’s Rules of Order, Newly Revised, shall govern the conduct of the meetings of the WSTC.
Article XII: Finances
a) The WSTC is empowered to change or initiate a new charter as required over time, such as to another status as recognized by the State of Washington and United States government. All such changes must be authorized by a full board vote. Any change in such status shall be recorded and amended with full details into these By-Laws.
b) The WSTC is empowered to pursue funding, financial contributions, and grants to pursue our work as allowed by the law subject to its current status.
c) The Chairperson may authorize expenditures of up to $100. The Chairperson shall report all such expenditures at the next WSTC meeting.
d) The Board must approve all expenditures in excess of $100.
e) Expenditures shall have receipts detailing the amount, items and use of expenditures.
f) All expenditures shall be summarized and published in regular reports to the Membership. All parties that are paid by the WSTC shall be named explicitly.
g) All contributions, income, and earnings derived by the WSTC shall be summarized and published in regular reports to the Membership. All parties that contribute to the WSTC shall be named explicitly.
Article XIII: Indemnification
a) The Board shall take up and review indemnification when it is legally required to, due to future organizational changes.
Article XIV: Legislative Agenda
The WSTC shall on a biannual basis create an ad-hoc Legislative Committee (LC) to draft a Legislative Agenda (Agenda) to drive decision-making and priorities of the Coalition.
a) The LC shall perform outreach with all Member Groups and the general Membership to gauge what content they feel the Agenda should entail, subject to the by-laws, in particular Article II, Purpose, and Article III, Geographical Boundaries.
b) For the purposes of the LG Agenda, agenda items shall be explicit transportation issues affecting more than one neighborhood; or ingress or egress from our Geographical Boundaries; or expansion and improvement of all modes of transportation, with no exclusions.
c) The LC shall present an initial draft of the Agenda to the Board. Once accepted by Board vote, the draft Agenda shall be transmitted to the full membership for two months for feedback. The LC and Board shall vet the feedback and integrate it into a final Agenda.
d) The final Agenda shall be voted on in a General Meeting.
e) The Agenda shall guide and direct all Officer and Board actions in regard to policy and positions of the WSTC for it’s duration. If a question or conflict in Officer, Board, or Membership positions exists, the WSTC shall endeavor at all times default to the positions detailed in the Agenda.
f) If outside the biannual schedule there is a proposed Agenda change, the Board may form a new LC in a General Meeting and then adopt Agenda changes in the next regularly scheduled public meeting.
Article XV: Amendment of By-Laws
a) These By-Laws shall become effective upon the date of their approval. The power to amend, alter, or repeal these By-Laws shall be vested in the WSTC Board, and reviews of these By-Laws shall be conducted as necessary.
b) Any proposed amendment to these By-Laws shall be presented at least one public General Meeting prior to the Meeting where the changes shall be voted on by the Membership.
c) These By-Laws may be amended by a two-thirds vote of the Board present at the General Meeting in which the amendment is voted upon.
d) All modifications to the By-Laws shall be recorded, with changes made, to whatever shall be the highest numbered amendment at the time. Notations shall be made of the language changed, and the vote count to change it shall be recorded into the records.
e) Proposed changes to the By-Laws shall be announced with at least 30 days public notice before they can be voted for and ratified by the board.
Article XVI: Dissolution
a) The Board of the WSTC may call to dissolve the WSTC with a three month advanced public notification. At that public meeting, a super-majority vote of the current elected Board may dissolve the current WSTC.
b) Upon dissolution, all remaining treasury money shall be distributed to both the West Seattle Food Bank (http://www.westseattlefoodbank.org/) and to the White Center Food Bank (http://www.whitecenterfoodbank.org/) with an even division of 50% of all available money.