NORTHSHORE SENIOR CENTER BY-LAWS

NORTHSHORE SENIOR CENTER BY-LAWS ARTICLE I -- NAME AND IDENTITY A. The name of this organization shall be the Northshore Senior Center. It shall be nonprofit, incorporated separately and under Senior Services of Seattle/King County, under the laws of the State of Washington. B. 1. The service area is that generally defined as the Northshore School District No. 417 and north to include the City of Mill Creek, but membership shall not be confined to residence in that area. 2. For administrative purposes the Board of Directors may establish branch programs [including the adult day centers (ADC s)] within the service area each with its own governing body. ARTICLE II -- OBJECTIVES The objectives shall be: A. To provide a facility to house the Center, either by lease, purchase, or receipt as a gift. B. To cooperate with other agencies to provide housing and services for the recreational, intellectual, social, physical and mental health needs of senior citizens and disabled adults, regardless of race, creed, color or national origin, within the principal service area defined in Article I. C. To employ, when financially able, such professional workers to coordinate Center activities, as will promote these services, and who will supervise the work of volunteers to these purposes. D. To encourage the use of the Center, the promotion of its programs, and the financial material support of its activities, through the use of all available media. E. To cooperate with other senior centers and social service agencies for the betterment of all senior citizens. F. To maintain the operation of the Northshore Senior Center as exclusively educational, charitable, non-profit, non-political and non-sectarian. G. To carry out any and all lawful activity calculated, directly or indirectly, to further the objectives and purposes of the center. S:\FILES\Board of Directors\ByLaws_MOA\BYLAWS.DOC 11/10/2011 1 Current 12/2010

ARTICLE III -- GOVERNANCE To give direction to the Northshore Senior Center activities a Board of Directors is established. The Board of Directors has authority to form committees it finds necessary to accomplish the objectives, above. ARTICLE IV -- MEMBERSHIP A. Membership in the Northshore Senior Center is open to any business, community service organization and to any person, regardless of race, creed, color or national origin, who subscribes to the purpose of this organization; and who accepts the responsibility personally for support of its services. B. Priority in participation in Center activities shall be given to those members 55 years old and older and to disabled adults. Other members and guests may participate only when activities and programs have not been filled by seniors. C. The NSC Board of Directors may determine whether participants of the Center shall be required to pay for memberships; shall determine the amount of membership dues; and shall determine other procedures and requirements concerning membership; PROVIDED that no senior shall be prevented from participation in programs at the Center through financial hardship. ARTICLE V -- MEMBERSHIP MEETINGS A. The Annual Meeting of the Northshore Senior Center shall be held regularly once a year, at such time and place as is designated by the Board of Directors. B. Written notice shall be given in the news bulletin next preceding the meeting date; this notice, mailed to all members, shall be deemed to be sufficient legal notification of the Annual Meeting. C. A special meeting of the membership may be called by the Board of Directors; or by written request of not less than 25 paid members of the Center, upon at least forty (40) days' notice to all members; at which time notice of business to be conducted shall be stated in writing. D. BOARD MEETINGS OPEN. All meetings of the Board of Directors are open to the membership and to the public, except for Executive Sessions called for such sensitive matters as personnel, real estate transactions, etc. No final action may be taken in executive Session unless confirmed by Board action in open meeting and recorded in the official minutes. S:\FILES\Board of Directors\ByLaws_MOA\BYLAWS.DOC 11/10/2011 2 Current 12/2010

ARTICLE VI -- BOARD OF DIRECTORS A. DUTIES and FUNCTIONS 1. The Board of Directors of this Corporation shall be comprised of senior and disabled adults and representatives of civic groups who are interested in helping to achieve the objectives of the Center. 2. The Board of Directors shall serve as the governing body of this organization. a. Its functions shall include establishing the general policies of the Center; leading community efforts for financial support; electing executive officers; and overseeing the affairs of the Center in general b. The Board shall be responsible for setting forth all fiscal policies, approving any capital expenditures in excess of $3,000* 1, and adopting the operating budget for each year. [*Amended 1/08/2007] c. The Center is subject to SSSKC bylaws and stated policies. The Center and SSSKC are bound by the Memorandum of Agreement. The Board of Directors shall establish general policies which shall be in accordance with the policies of SSSKC and the Memorandum of Agreement. 3. The Board shall confirm all permanent paid personnel positions to be filled at the Center. 4. The Director of the Center shall cooperate with the Board of Directors in the development of the Center programs, and shall serve as the Center's executive officer. The Center Director shall not be a member of the Board, but may speak to all matters before the Board and attend all meetings except Executive Sessions. The Director may attend Executive Sessions at the discretion of the Board. B. COMPOSITION 1. a. The Board shall consist of not less than eleven (11) nor more than twenty-one (21) members. At least fifty-one per cent shall be senior or disabled, as defined in Article IV. b. At least fifty-one (51) percent of the board shall be elected by the membership in annual general elections, or be representatives of an NSC branch or Adult Day Center, elected by their governing bodies. Up to forty-nine (49) percent of board members may be appointed by the board. 2. Members of the Board of Directors shall serve a term of three years, with onethird of the Board standing for election each year. a. (1) Members of the Board shall be eligible to succeed themselves for a second term but must then be off the Board for a minimum of one year. (2) During the year following a second term a member cannot serve as a member of the board in any capacity. b. After the lapse of one year, a member may again be eligible for election in the same manner as any new member. S:\FILES\Board of Directors\ByLaws_MOA\BYLAWS.DOC 11/10/2011 3 Current 12/2010

3. TERMINATION: A Board member may terminate his/her position on the Board by resignation; or by missing, unexcused, three consecutive, regular Board meetings. The Board may authorize a leave of absence for any member; such absence shall not be deemed cause for termination. a. Unexpired vacated terms shall be filled by ballot of the Board of Directors, from names submitted by the Nominating Committee. b. A board member elected to fill an unexpired term will be considered to have filled a full term if two or more years remain in the position to be filled. If less than two years remain, the new member will be eligible to serve two full, elected terms. C. BOARD ELECTIONS 1. A Nominating Committee shall be appointed by the President at the beginning of each year. The Nominating Committee shall consist of no fewer than five (5) members, of whom at least three (3) will not be current board members. The committee will elect its own chairperson. 2. a. At the July meeting of the Board of Directors the Nominating Committee shall present for board approval a slate of candidates for election to the board by the general membership. The slate of nominees will be posted for center member information at least two weeks in advance and will be provided to board members with the call to the July meeting. At the July meeting additional names may be added by the board, by nomination from the floor, or by written nomination from any Northshore Senior Center member. Additional nominations will not be accepted after the July board meeting. b. At the October meeting of the board the nominating committee shall present for appointment by the board a list of representatives of civic organizations, the ADC s and the name of one representative each chosen by each branch board. 3. Election shall be by written ballot, mailed to all members of record following the board meeting with ballots to be returned within twenty (20) days of the date of mailing. The Nominating Committee shall supervise the election, tally the votes, and announce the results no later than the date of the November board meeting. 4. New board members shall take office at the January board meeting. D. ELECTION OF OFFICERS Election of Officers shall be by vote of the Board of Directors, from a slate prepared by the Nominating Committee, at the December Board meeting. (See Article VII) E. MEETINGS OF THE BOARD 1. Regular meetings of the Board of the Northshore Senior Center shall be held monthly, at a time and place determined by the Board. a. Notice of such meeting shall be posted in the Center. S:\FILES\Board of Directors\ByLaws_MOA\BYLAWS.DOC 11/10/2011 4 Current 12/2010

b. All regular Board meetings are open to the general membership and to the public. Comments are welcome during discussion. 2. Special meetings of the Board may be called by the president, or by written petition of at least five Board members, or by written petition of at least twentyfive members, providing at least five days' notice is given. In event of a special meeting being called, each Board member must be notified by telephone if written notice cannot be assured. F. QUORUMS: 1. A quorum for a regular Board meeting is fifty-one (51) percent of the Board members. 2. A quorum for a special Board meeting is thirty-three (33) percent of the Board, including at least two officers. 5. A quorum for any other meeting(s) shall be determined by the Board. ARTICLE VII - OFFICERS & THEIR DUTIES A. SELECTION OF OFFICERS: The Executive Officers of the Board of the Northshore Senior Center shall be elected annually; and shall consist of a President, one or more Vice Presidents, a Secretary, and a Treasurer. The following provisions apply: 1. Officers shall be elected annually from current* 2 Board members who will* 2 have served at least one year on the Board. 2. The term of office shall be one year, with officers elected in December to take office the following January. 3. Any officer may serve two consecutive one year terms* 2 in any office, but shall not hold the same office for an additional term until after the lapse of one year. [*Amended 1/08/07] B. DUTIES OF OFFICERS: All officers shall fulfill the usual duties of their office. 1. PRESIDENT: Shall call and preside at all meetings, and act as chief executive of the Board. a. S/he shall be an ex-officio member of all committees. b. The President shall appoint the chairs of all Standing Committees, subject to Board approval. c. S/he shall prepare the agenda for all regular meetings, in consultation with the Center Director. 2. VICE PRESIDENT: Shall act in the absence of the President. Should both President and Vice President be absent at any Board meeting, a Chair Pro Tem S:\FILES\Board of Directors\ByLaws_MOA\BYLAWS.DOC 11/10/2011 5 Current 12/2010

shall be elected from the Board members present. The Secretary shall preside until the Chair Pro Tem is named. 3. SECRETARY: Shall be responsible for the written minutes and records of all action taken by the Board of Directors; and such correspondence as directed by the Board. S/he shall be third in line to assume presidential responsibilities. 4. TREASURER: Shall have custody of all restricted funds and monitor, with the help of the Finance Committee, all other Center funds. 5. EXECUTIVE COMMITTEE: Shall be composed of the elected officers of the Board and the Director. The Executive Committee shall have the power to act for the Board between regular Board meetings, provided that any such action is within the stated policies and procedures of the Center. A complete report of any action taken by the Executive Committee shall be presented at the next meeting of the Board for ratification. 6. CENTER DIRECTOR: The Board shall be authorized to contract with a Center Director, and shall approve the hiring of such a person or persons by the Senior Services of Seattle/King County. The Center Director shall, subject to the approval of the Board, carry on the general business of the corporation. It is further understood that the Director shall be an employee of the Center, and shall be neither a Board member nor an officer. 7. SENIOR SERVICES OF SEATTLE/KING COUNTY (SSSKC REPRESENTATIVE): The President shall appoint, subject to approval by the Board, one of its members to serve on the Presidents' Council, representing the Northshore Senior Center and reporting back to the Board all pertinent action by the SSSKC. 8. SIGNING CHECKS: a. The Center Director, the Assistant Director and/or the Social Services Coordinator may sign checks for Operating Expenses. b. Checks for expenditure of all other funds shall be signed by any two of the following: President, Treasurer, Center Director and/or Assistant Director. b. Any paid employee authorized to sign checks shall be bonded. S:\FILES\Board of Directors\ByLaws_MOA\BYLAWS.DOC 11/10/2011 6 Current 12/2010

ARTICLE VIII -- AMENDMENTS A. These By-laws may be amended by the Board of Directors at any regular or special meeting, provided that notice has been given as provided herein. The approval of twothirds of the members of the Board of Directors present at such meeting shall be required to amend the By-laws. Amendments shall take effect immediately upon such approval. B. Notice of any proposed amendments shall be given to the membership and to the Board of Directors at least thirty (30) days before the meeting at which the vote is to be taken. The notice to the membership may be given by posting a notice at the Center. The notice to the Board of Directors shall be given by personal delivery of the notice or by mail. When given by mail, the notice shall be deemed to be delivered when it has been deposited in the United States mail, properly addressed and with proper postage affixed. The notice shall contain the text of the proposed amendment and the time, date, and place at which the vote is to be taken. ARTICLE IX -- PARLIAMENTARY AUTHORITY Roberts Rules of Orders, (latest revision), shall be the parliamentary authority for this organization, called upon when necessary. ARTICLE X - DISSOLUTION A. The Northshore Senior Center may be dissolved by a two-thirds vote of the entire Board of Directors at any regular meeting, providing that notice of such intent to dissolve shall have been published and disseminated to all paid members of the Center, not less than thirty (30) days prior to the date of such meeting at which dissolution is to be voted upon. B. In the event of such termination, dissolution or abandonment of the Northshore Senior Center, the assets after payment of debts shall be distributed to groups organized and existing, whose purposes are the same or similar to those of the Northshore Senior Center, and whose purposes are exclusively charitable and non-profit. ADOPTION: NSC incorporated, June 26, 1972 Articles amended, 3/13/73; 4/30/73; 8/20/73 Articles revised and By-Laws adopted, September 1976 Amended March, 1977; 6/3/82 Revised in accordance with incorporation into SSSKC, Jan. 6, 1986 By-Laws amended, August 1987 Policy Manual adopted, March, 1988 By-Laws revised, April, 1991 By-Laws revised, August, 1993 By-Laws revised, September 1993 By-Laws revised, October, 2000 By-Laws revised, January, 2007 By-Laws revised, November, 2010 (Article VIB.1.b) S:\FILES\Board of Directors\ByLaws_MOA\BYLAWS.DOC 11/10/2011 7 Current 12/2010